ADESA, INC. DIRECTOR COMPENSATION DEFERRAL PLAN

Exhibit 10.10

ADESA, INC.

DIRECTOR COMPENSATION DEFERRAL PLAN

Restated Effective January 1, 2005

TABLE OF CONTENTS

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ADESA, INC.
DIRECTOR COMPENSATION DEFERRAL PLAN

This Restatement of ADESA, Inc. Director Compensation Deferral Plan ("Plan") has been adopted by ADESA, Inc. ("Company"), effective January 1, 2005.

SECTION 1

RESTATEMENT, PURPOSE, AND APPLICATION

The Company established the Plan, effective April 21, 2004, to provide a means by which members of the Company’s Board of Directors can defer certain compensation for their services as Directors.  By this restatement, the Company intends to conform the Plan with the requirements of Internal Revenue Code Section 409A.  Except as expressly provided herein, this restatement shall not apply to Grandfathered amounts, which shall remain subject to the terms of the Plan, as in effect immediately before this restatement.

SECTION 2

DEFINITIONS AND INTERPRETATION

2.1                                  Definitions.

Whenever the first letter of a term is capitalized herein, it shall have the meaning provided below, unless a different meaning is plainly required by the context:

(a)                                   "Account" means, with respect to a Participant, the bookkeeping account established by the Administrator to record the Participant’s interest under the Plan.  "Account" also means, when the context so permits, the amount credited to such bookkeeping account.  Each Participant’s Account shall consist of the following sub-Accounts, to the extent applicable:

• • (1)                                   "Deferral Account" means the Participant’s interest under the Plan attributable to Elective Deferrals made or vested after December 31, 2004.  The Administrator shall separately account for amounts deferred pursuant to each Deferral Election and the earnings thereon.

    (2)                                   "Grandfathered Deferral Account" means the Participant’s interest under the Plan attributable to (i) Elective Deferrals made and vested on or before December 31, 2004, and (ii) Grandfathered elective deferrals under the ALLETE Director Compensation Plan transferred to this Plan on or before December 31, 2004.

(b)                                  "Administrator" means the Board; provided, however, the Board may delegate one or more administrative responsibilities under the Plan to any person (including a committee), in which case such person shall be considered the Administrator with respect to the delegated responsibility.

(c)                                   "Applicable Form" means the appropriate form, as designated and furnished by the Administrator, to make an election or provide a notice under the Plan.

(d)                                  "Beneficiary" means, with respect to a Participant, the Participant’s beneficiary or beneficiaries, as determined pursuant to Section 6.2.

(e)                                   "Benefit Commencement Date" means the date as of which a distribution under the Plan is to be made (or begin, if payable in installments).

(f)                                     "Board" means the Company’s Board of Directors.

(g)                                  "Cash Retainer Compensation" means the compensation that would be payable to the Director in cash, absent his or her election, for services as a Director, except for expense reimbursements and travel allowances.

(h)                                  "Change in Control Event" means, with respect to a Director, a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets, to the extent any such event is deemed to be an event described in Section 409A(a)(2)(A)(v) of the Code and Section 1.409A-3(g)(5) of the proposed Treasury regulations or any successor thereto.

(i)                                      "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(j)                                      "Company" means ADESA, Inc.

(k)                                   "Deferral Election" means a Director’s election to defer Cash Retainer Compensation by filing a Deferral Election Form.

(l)                                      "Deferral Election Form" means the form approved by the Administrator for making Deferral Elections.

(m)                                "Designated Person" means the individual designated by the Administrator to receive an election form under the Plan.

(n)                                  "Director" means any Board member who is not a common law employee of an Employer.

(o)                                  "Elective Deferrals" means amounts deferred by a Participant under the Plan pursuant to the Participant’s Deferral Election.

(p)                                  "Employer" or "Employers" means the Company and any parent or subsidiary thereof.

(q)                                  "Fixed Investment Fund" means an Investment Fund providing for a fixed stated rate of return, as established by the Administrator from time to time.

(r)                                     "Fund" means an Investment Fund.

(s)                                   "Grandfathered" means an amount deferred and vested on or before December 31, 2004, under an arrangement that has not been materially modified within the meaning of Code

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Section 409A and the guidance thereunder and is, therefore, not subject to the requirements of Code Section 409A.

(t)                                     "Investment Credit" means, with respect to an Account, an amount credited to the Account pursuant to Subsection 5.3(b).

(u)                                  "Investment Fund" means a fund established by the Administrator pursuant to Subsection 5.3(b) for the purpose of determining Investment Credits.

(v)                                  "Participant" means a Director with an Account balance under the Plan.

(w)                                "Plan" means the deferred compensation plan embodied herein, as amended from time to time, known as the ADESA, Inc. Director Compensation Deferral Plan.

(x)                                    "Plan Year" means the 12-month period beginning each January 1 and ending on the following December 31.

(y)                                  "Terminates Service" or "Termination of Service" means a complete termination of the service relationship between the Participant and all Employers.

(z)                                    "Trust" means the Trust for ADESA, Inc. Director Compensation Deferral Plan, as amended from time to time.

(aa)                             "Trustee" means the trustee of the Trust from time to time.

2.2                                  Rules of Construction.

The following rules shall govern the interpretation of the Plan:

(a)                                   The Plan is intended to comply with Code Section 409A, and it shall be interpreted and administered in accordance with such intent.

(b)                                  Subject to the provisions of Subsection (a), the Plan shall be construed, regulated, and administered in accordance with the internal laws of the State of Indiana, without regard to conflict of law principles.

(c)                                   Words used in the masculine gender shall be deemed to include the feminine, where appropriate, and vice versa , and words used in the singular shall be deemed to include the plural, where appropriate, and vice versa .

(d)                                  Headings and subheadings have been inserted for convenience of reference only and shall not affect the construction of the terms hereof.

SECTION 3

ELIGIBILITY FOR PARTICIPATION

An individual shall become eligible for participation upon becoming a Director.

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SECTION 4

DEFERRALS

4.1                                  Permitted Deferrals.

A Director may elect to defer any whole percentage of the Cash Retainer Compensation otherwise payable to him or her with respect to services performed during a Plan Year by filing a Deferral Election Form with the Designated Person on or befo