**Exhibit10.4**

**AMENDMENT NO.1 TO**

**RETENTION ANDSEVERANCE AGREEMENT**

This Amendment No. 1,dated as of June 19, 2006, to Retention and Severance Agreement (this “***Amendment***”) is entered into betweenADESA, Inc. (as successor to ADESA Corporation), a Delaware corporation (the “***Company***”), and Cameron C. Hitchcock(the “***Executive***”).

RECITALS

A.                                   TheCompany and the Executive are parties to that certain Retention and SeveranceAgreement dated as of January 5, 2004, as may be amended, amended and restated,supplemented or otherwise modified from time to time (the “***Agreement***”).

B.                                     TheCompany and the Executive desire to amend the Agreement as hereinafter setforth.

**NOW THEREFORE**,for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

1.               **Certain Defined Terms**.  Capitalized terms which are used hereinwithout definition and that are defined in the Agreement shall have the samemeanings herein as in the Agreement.

2.               **Amendments to Agreement**.  The Agreement is amended as follows:

2.1                                 Thename and address of the Company contained in Section 10 of the Agreement ishereby amended in its entirety to read as follows:

“ADESA, Inc.

13085 HamiltonCrossing Blvd.

Carmel, IN  46032

Attention:  Chief Executive Officer”

2.2                                 Thedefinition of “Company” contained in Section 15(C) of the Agreement is amendedin its entirety as follows:

“(C) “Company” shall mean ADESA, Inc. and shall include any successorto its        business and/or assetswhich assumes and agrees to perform this Agreement by operation of law, orotherwise.”

2.3                                 Thethird sentence contained in Section 11 of the Agreement is amended in itsentirety as follows:

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“This Agreement supersedes any other agreements or representations,oral or otherwise, express or implied, with respect to the subject matterhereof which have been made by either party, except the offer letter dated asof June 19, 2006.”

2.4           Theportion of the definition of “Good Reason” contained in Section 15(G)(I) to theAgreement is hereby amended in its entirety to read as follows:

“a substantial adverse alteration in the nature or status of theExecutive’s duties or responsibilities, including, without limitation, that theExecutive does not report to either David Gartzke or A. R. Sales or that theExecutive shall no longer be (i) the President of the Dealer Services Group ofthe Company, (ii) serving in an equivalent position to the position of Presidentof the Dealer Services Group of the Company, or (iii) serving in a positionthat is a promotion from the position of President of the Dealer Services Groupof the Company.”

2.5                                 Thelast sentence of Section 5(C) is amended in its entirety, effective January 1,2005, to read as follows:

“The Company shall paythe Cash Severance Payment to the Executive on or before the thirtieth dayafter the latest of (i) the Date of Termination, (ii) the date of the Notice ofTermination, and (iii) the date upon which the conditions set forth in thisSection 5(C) are satisfied; provided, however, and notwithstanding anything inthis Agreement or elsewhere to the contrary, if payment or provision of anyamount or other benefit that is “deferred compensation” subject to Section 409Aof the Internal Revenue Code (“Code”) at the time otherwise specified in thisAgreement or elsewhere would subject such amount or benefit to additional taxpursuant to Section 409A(a)(1)(B) of the Code, and if, to the extent permittedunder Section 409A of the Code and the regulations and guidance issuedthereunder, payment or provision thereof at a later date would eliminate ormitigate any such additional tax, then the payment or provision thereof shallbe postponed to the earliest date on which such amount or benefit can be paidor provided without incurring any such additional tax.  In the event this Section 5(C) requires adeferral of any payment, such payment shall be accumulated and paid in a singlelump sum on such earliest date together with interest for the period of thedelay, compounded annually, equal to the “ASK YLD” (as published in The WallStreet Journal) for the 26-week U.S. Treasury Bill for which such figure hasbeen reported as of the date the payment should otherwise have been provided.”

2.6                                 Thefollowing new Section 16 is hereby added to the Agreement effective January 1,2005:

“16.  *Compliance with CodeSection 409A*.  Notwithstandinganything in this Agreement or elsewhere to the contrary, if any payment orbenefit permitted or required under this Agreement is reasonably determined byeither party to be

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subjectfor any reason to a material risk of additional tax pursuant to Section409A(a)(1)(B) of the Code, then the parties, to the extent consistent with theprovisions of Section 409A of the Code and the regulations and guidance issuedthereunder, shall promptly agree in good faith on appropriate provisions toeliminate or mitigate such risk without materially changing the economic valueof this Agreement to either party; provided, however, that nothing in thisAgreement shall prohibit the Company from withholding income and other taxes(including any additional tax or interest under Section 409A(a)(1)(B) of theCode) from any Severance Payments, that the Company determines are required tobe withheld from such Severance Payments.”

3.               **Effectiveness**.  This Amendment shall become effective as ofthe date hereof, except as otherwise specified in the Amendment.

4.               **Effect of Amendment**.  Except as expressly amended and modified by thisAmendment, all provisions of the Agreement shall remain in full force andeffect.  After this Amendment becomeseffective, all references in the Agreement to “this Agreement,” “hereof,” “herein”or words of similar effect, in each case referring to the Agreement, shall bedeemed to be references to the Agreement as amended by this Amendment.  This Amendment shall not be deemed toexpressly or impliedly waive, amend or supplement any provision of theAgreement other than as set forth herein.

5.               **Counterparts**.  This Amendment may be executed incounterparts and each counterpart shall be deemed to be an original, and allcounterparts shall together constitute but one and the same instrument.

6.               **Governing Law**.  This Amendment shall be governed by, andconstrued in accordance with, the internal laws of the State of Indiana withoutreference to conflict of laws principles, and, to the extent applicable, theapplicable provisions of Section 409A of the Code.

7.               **Section Headings**.  The various headings of this Amendment areinserted for convenience only and shall not affect the meaning orinterpretation of this Amendment or the Agreement or any provision hereof orthereof.

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**INWITNESS WHEREOF**, the parties have executed this Amendment asof the date first above written.
|        | **ADESA, INC.** |
|--------|-----------------|
|   |            |   |
|   |            |   |
|   | By:             |  /s/ Angel R. Sales |   |
|   |            | Angel Rodolfo Sales |
|   |            | President and Chief Operating Officer |
|   |            |   |
|   |            |   |
|   |            |  /s/ Cameron C. Hitchcock |   |
|   |            | Cameron C. Hitchcock |

 

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