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                                                                   EXHIBIT 10.19

                             FIRST AMENDMENT TO THE
                                ADESA CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


     WHEREAS, ADESA Corporation, Indianapolis, Indiana (the "Sponsoring
Employer") has adopted the ADESA Corporation Supplemental Executive Retirement
Plan (the "Plan") for the benefit of a select group of employees; and

     WHEREAS, the Board of Directors of the Sponsoring Employer has authorized
and directed the President of the Sponsoring Employer to amend the Plan to: (i)
clarify how employer contributions for participants who enter the Plan on any
day other than the first day of the Plan Year are allocated; (ii) provide an
additional supplemental benefit contribution for participants who are not
eligible to participate in the ADESA Corporation Employees' 401(k) Plan; and
(iii) reflect the actual effective date of the ADESA Corporation Supplemental
Executive Retirement Plan Trust; and

     WHEREAS, pursuant to Section 7.1 of the Plan the Sponsoring Employer has
reserved the right to amend the Plan;

     NOW, THEREFORE, pursuant to Section 7.1 of the Plan, the President of the
Sponsoring Employer hereby amends the Plan, effective as of the dates specified
herein, in the following particulars:

     1.   By amending Section 3.3 in its entirety, effective November 1, 2001,
          to read as follows:

          "3.3  EMPLOYER CONTRIBUTIONS.

                (a)  GENERAL PROVISIONS. For the Plan Year commencing on the
                     Effective Date, an Employer shall make a contribution for
                     each Participant in its employ on the first day of such
                     Plan Year in an amount equal to eight percent (8%) of the
                     Participant's Base Salary for such year. For each Plan Year
                     commencing after the Effective Date, an Employer shall make
                     a contribution for each Participant in its employ on the
                     first day of the applicable Plan Year in an amount equal to
                     five percent (5%) of the Participant's Base Salary for the
                     applicable Plan Year; provided, however, commencing with
                     the calendar month next following the calendar month in
                     which a Participant completes one hundred and twenty (120)
                     months of combined participation in this Plan and the
                     predecessor to this Plan (the Insured Security Option Plan,
                     or ISOP, maintained by the Company between March 6, 1998
                     and

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                     March 5, 2001), the foregoing five percent (5%) shall be
                     increased to eight percent (8%) but such increase shall be
                     applied prospectively only. For example, if a Participant
                     completes 120 months of combined participation on June 30,
                     2008, then the employer contribution under this subsection
                     for the 2008 Plan Year shall be 5% of his Base Salary from
                     January 1, 2008 to June 30, 2008, and 8% of his Base Salary
                     from July 1, 2008 to December 31, 2008.

                (b)  PARTICIPANTS WHO ENTER THE PLAN MID-YEAR. If an individual
                     becomes eligible to participate in the Plan on any day
                     other than the first day of the Plan Year, such
                     individual's contribution under Section 3.3 for that Plan
                     Year shall be based upon that portion of the individual's
                     Base Salary that is attributable to the period of time
                     commencing on the first day the individual is eligible to
                     participate in the Plan and ending on the last day of that
                     Plan Year.

                (c)  SPECIAL SUPPLEMENTAL RETIREMENT BENEFIT. The provisions of
                     this subsection 3.3(c) shall apply only to those Plan
                     participants who do not meet the eligibility requirements
                     for participation under the ADESA Corporation Employees'
                     401(k) Plan ("Ineligible 401(k) Plan Participants"). An
                     Employer shall make a supplemental contribution for each
                     Ineligible 401(k) Plan Participant in an amount equal to
                     four percent (4%) of the Participant's Base Salary for the
                     period of time commencing on the date the Ineligible 401(k)
                     Plan Participant begins participating in the Plan and
                     ending on the date the Ineligible 401(k) Plan Participant
                     becomes eligible to participate in the ADESA Corporation
                     Employees' 401(k) Plan."

     2.   By amending subsection 3.4(c)(ii) in its entirety, effective as of
          October 1, 2001, to read as follows:

          "(ii) Second, for each month prior to October, 2001, by crediting the
                balances in each Participant's accounts with an amount equal to
                one-twelfth of eight percent of the account balances determined
                under the previous step, and for each month subsequent to
                September, 2001, by crediting the balances in each Participant's
                accounts with an amount equal to that portion of the monthly
                investment earnings of the Trust which are attributable to such
                accounts."

     The Plan shall remain the same in all other respects.

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     IN WITNESS WHEREOF, the President of the Sponsoring Employer has caused
this amendment to be executed this 16th day of November, 2001, but effective as
of the dates stated herein.


                                               ADESA CORPORATION


                                               By /s/ Brian J. Warner
                                                 --------------------------
                                                 Brian J. Warner, President


ATTEST:


 /s/ Karen C. Turner
--------------------------
Karen C. Turner, Secretary

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