Exhibit
10.4


AMENDMENT NO.
1 TO


RETENTION AND
SEVERANCE AGREEMENT


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


R
E  C  I  T  A  L  S


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


B.                                     The
Company and the Executive desire to amend the Agreement as hereinafter set
forth.


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


1.               Certain Defined Terms.  Capitalized terms which are used herein
without definition and that are defined in the Agreement shall have the same
meanings herein as in the Agreement.


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


2.1                                 The
name and address of the Company contained in Section 10 of the Agreement is
hereby amended in its entirety to read as follows:


“ADESA, Inc.


13085 Hamilton
Crossing Blvd.


Carmel, IN  46032


Attention:  Chief Executive Officer”


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


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


2.3                                 The
third sentence contained in Section 11 of the Agreement is amended in its
entirety 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 matter
hereof which have been made by either party, except the offer letter dated as
of June 19, 2006.”


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


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


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


“The Company shall pay
the Cash Severance Payment to the Executive on or before the thirtieth day
after the latest of (i) the Date of Termination, (ii) the date of the Notice of
Termination, and (iii) the date upon which the conditions set forth in this
Section 5(C) are satisfied; provided, however, and notwithstanding anything in
this Agreement or elsewhere to the contrary, if payment or provision of any
amount or other benefit that is “deferred compensation” subject to Section 409A
of the Internal Revenue Code (“Code”) at the time otherwise specified in this
Agreement or elsewhere would subject such amount or benefit to additional tax
pursuant to Section 409A(a)(1)(B) of the Code, and if, to the extent permitted
under Section 409A of the Code and the regulations and guidance issued
thereunder, payment or provision thereof at a later date would eliminate or
mitigate any such additional tax, then the payment or provision thereof shall
be postponed to the earliest date on which such amount or benefit can be paid
or provided without incurring any such additional tax.  In the event this Section 5(C) requires a
deferral of any payment, such payment shall be accumulated and paid in a single
lump sum on such earliest date together with interest for the period of the
delay, compounded annually, equal to the “ASK YLD” (as published in The Wall
Street Journal) for the 26-week U.S. Treasury Bill for which such figure has
been reported as of the date the payment should otherwise have been provided.”


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


“16.  Compliance with Code
Section 409A.  Notwithstanding
anything in this Agreement or elsewhere to the contrary, if any payment or
benefit permitted or required under this Agreement is reasonably determined by
either party to be









 



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


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


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


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


6.               Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of Indiana without
reference to conflict of laws principles, and, to the extent applicable, the
applicable provisions of Section 409A of the Code.


7.               Section Headings.  The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or the Agreement or any provision hereof or
thereof.









 



IN
WITNESS WHEREOF, the parties have executed this Amendment as
of 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