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									     INTERNATIONAL RELOCATION POLICY                                                                         1

  The purpose of this policy is to set forth the provisions governing the movement of you, your family, and
  your household effects from one locale to another.

  ADESA's relocation program is available only to employees who relocate at ADESA's request. ADESA’s
  financial assistance is limited to eligible employees, their spouses (with an established legal relationship),
  dependent children, and dependent relatives who permanently reside in the employee's household when the
  formal relocation notification is presented to the employee.

  This process is initiated by the Human Resources Department through Form 1052 (attached) signed
  recommendation by the Human Resources Manager and approved by the Chief Financial Officer.


     The basic objectives of ADESA are:

             1.   To ensure that employees are reimbursed for all actual and reasonable relocation expenses.
             2.   To provide for fair, equitable and competitive treatment of employees.
             3.   To assist employees in their career development.
             4.   To contribute to ADESA's performance through the contributions of experienced employees.


     ADESA has contracted with RELOCATION AMERICA, to administer you relocation function. To
     ensure you receive expense reimbursements for all eligible costs, it is imperative you contact
     your RELOCATION AMERICA Account Executive before making any arrangements for relocation
     services. This is especially true for any real estate services related to either the sale of your existing
     home or purchasing a home at the destination site.

     It is ADESA's intent to provide assistance, not only for your personal needs, but also for the
     financial needs precipitated by your relocation. Use of the provided services and assistance will help
     you address a number of relocation-related issues, in addition to reducing time pressures and lessening
     the number of distractions you may face during your move.

     Please review the following provisions carefully. Take advantage of those which apply to you and
     which will help you in you move. At the same time, ADESA asks you to exercise care and
     judgment when planning your relocation and when incurring relocation-related expenses.

     Personal counseling is available to you through the services of your RELOCATION AMERICA
     Account Executive. Prudent and early use of this critical resource will result in a smooth and cost-
     effective relocation for you and for ADESA.

                                                                                                  Effective: 03/01/04
     INTERNATIONAL RELOCATION POLICY                                                                       2

     The following "move" components are available to applicable transferring employees:

     *Area Counseling and Homefinding              *Rental Assistance
     *House Hunting Trips                          *Movement of Household Effects
     *Pre-move Counseling                          *Storage of Household Effects
     *Home Sale Assistance                         *Movement of Family
     *Competitive Market Assistance                *Interim Trips Home
     *Equity Advance                               *Temporary Living Allowance
     *Mortgage Interest Differential               *Miscellaneous Expense Allowance
     *Mortgage Assistance                          *Income Tax Assistance
     *Home Purchase Cost Assistance

     Certain components are extended only to transferees that are homeowners at the initiation of the transfer.
     These are explained within this policy.


     All payments made, or expenses reimbursed, shall be in U.S. Dollars.

     The currency exchange rate will be provided by Relocation America and shall be determined by
     Comerica Bank of Michigan, U.S.A. All currency exchanges shall be at the date and time established by
     Relocation America, yet every effort will be made to benefit the employee when providing an exchange.


     This policy applies to international transfers, transfers into the United States (U.S.) from another country
     where a change of residence is required.

     Relocation is an approved and agreed condition of your new job. However, this policy does not
     constitute an employment agreement or a guarantee of continued employment.

     All benefits for international transfers are covered by this policy supported by the ADESA’s expatriate
     relocation policy.

     New Hires
     Relocation expenses must be authorized by the Human Resource Manager and approved by the Chief
     Financial Officer upon the recommendations of the employee's manager prior to any commitment to the

               New, inexperienced employees (e.g. college graduates) may be eligible for reimbursement of
                living expenses up to eight (8) days. Transportation between the old and new location, meals
                and lodging for the employee and spouse incurred during the living accommodation hunting
                trip. ADESA pays actual and reasonable moving costs for personal and household good from
                only one address.

                                                                                                Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                        3

6.1    Covered Family Members

       The covered family members are normally spouse (with an established legal relationship), unmarried
       dependent children up to the age of 19 and unmarried dependent children up to the age of 24 if full-time
       students and dependent relatives who permanently reside in the employee's house-hold when the formal
       notification to relocate is received by the employee

6.2    Ineligibility

       The policy applies to Company-requested moves with the exception of the following:
               temporary work assignments;
               summer interns and co-op assignments; and
               non-exempt hourly employees, unless approved by the CFO.

       Transfer made for the employee's convenience:
       Since these employees move at their own request for their own convenience, no relocation expenses will
       be reimbursed.


       Please note that you must claim all relocation-related reimbursements within the first 12 months after
       your effective date of transfer (date of hire). If you have any questions about eligibility, or reimbursable
       expenses, contact your RELOCATION AMERICA Account Executive, Maureen Cook.

       Relocation is a very costly benefit for ADESA. Because of this substantial cost, which is regarded as an
       investment in your future, this transfer is made with the expectation that you will not voluntarily leave
       ADESA after the transfer. Continued employment by ADESA after the transfer is, as always, based on
       performance and the needs of the business. Of course, either you or ADESA may terminate your
       employment at any time, with or without cause. In the event that you terminate your employment with
       ADESA voluntarily, or should your employment be terminated by ADESA (except through mutual
       agreement), a Relocation Expense Reimbursement Agreement (copy attached) will be entered into
       reflecting the following reimbursement schedule:

                                                                                                   Effective: 03/01/04
        INTERNATIONAL RELOCATION POLICY                                                                       4
      Length of Service After                                                               Percent of
      Reporting Date (DOH)                                                             Relocation Expenses
         Less than 30 days                                                                    100%
       Upon Completion of                            1 month                                   92%
       Upon Completion of                            2 months                                  84%
       Upon Completion of                            3 months                                  76%
       Upon Completion of                            4 months                                  68%
       Upon Completion of                            5 months                                  60%
       Upon Completion of                            6 months                                  52%
       Upon Completion of                            7 months                                  44%
       Upon Completion of                            8 months                                  36%
       Upon Completion of                            9 months                                  28%
       Upon Completion of                           10 months                                  20%
       Upon Completion of                           11 months                                  12%
       Upon Completion of                           12 months                                   0%

        An employee whose employment with ADESA is terminated, whether voluntarily or involuntarily, will
        forfeit any remaining relocation policy benefits as of the termination date. This includes the settling-in-
        allowance. Any funds used prior to termination must be substantiated by receipts and subject to
        refunding ADESA. This also includes any offers (e.g. Guaranteed Offer Price for Home-sale) as they
        remain in effect only as long as the employee remains an active employee in good standing.

        Office of CFO                        Update and interpret this policy
         HR Manager                          Implement and monitor compliance of guideline at plant level.
         Employee, Manager                   Make offers according to forms in this policy
        All Employees                        Employees are responsible for compliance with the guidelines as
                                              listed in this policy.
           Benefits/Compensation, Mgr.       Review relocation reports for compliance with policy; administer
                                              various financial requirements of this policy.

          Corporate Travel Policy
          Corporate International Relocation Policy ( Expatriate Policy)


     10.1   Employee's manager notifies HR Director of relocation candidate and candidate's requirements.
     10.2   The HR Director develops an Offer Letter, and prior to sending Offer Letter, which includes
            Relocation Expense Offering, to the potential candidate, seeks approval from the CFO.
            After approval is obtained from the CFO to include payment for relocation expenses, the HR
            Director will include a Cost-of-Living questionnaire with the Offer Letter requiring completion by
            the potential candidate.
     10.3   HR Manager submits a request for relocation approval to the Benefits and Compensation Manager to
            obtain an estimate of the relocation costs through Form 1052 (attached), signed by the HR Director.

                                                                                                   Effective: 03/01/04
     INTERNATIONAL RELOCATION POLICY                                                                      5
  10.4  The Benefit and Compensation Manager forwards the relocation request to the CFO for approval
        after obtaining an estimate of relocation costs from RELOCATION AMERICA. The CFO through
        signature of Form 1052 approves the HR Director's recommendation.
  10.5 The CFO Office sends copies of Form 1052 to the HR Director, for the implementation of the
        relocation process with the employee through the employee’s manager, and to the Benefits and
        Compensation Manager, as notification the process has been initiated.
  10.6 The RELOCATION AMERICA Account Executive is notified and contacts the employee and
        works closely with the Benefits and Compensation Manager to meet the employee's needs.
  10.7 Our Vendor, RELOCATION AMERICA, will monitor the total process to determine compliance
        with this policy's report requirements as to forms submission, Relocation Expense Report for 2600,
        and all relocation records.
   10.8 Charges in approved relocation expenses are only reimbursable based upon recommendation of the
        Benefit and Compensation Manager with approval of the CFO – Form 1052A.


               Form 1052 – Estimate of Relocation
               Form 1052A – Revised Estimate of Relocation
               Form 2600 – Relocation Expense Report
               The relocation records need to be on file for four (4) years in the Finance Department.


     Whether you receive financial assistance in purchasing a residence shall be determined by your current
     status of ownership and the anticipated term of service in the United States. The Benefits and
     Compensation Manager, in consultation with the CFO, shall determine eligibility of financial assistance.

     Selecting a new community and home is one of the most important personal decisions you will make as
     a result of your job transfer. The HOMEFINDING Program has been designed to enable you and your
     spouse to visit the new community, and to become familiar with the neighborhoods or area in which you
     would ideally consider living.

     There are two facets to our International Service: Housing Assistance and Logistics and Support.


     This program provides you with assistance in the United States. The service, overseen by your Account
     Executive includes a need’s analysis; profiles on communities; government overview; tax information;
     education options; localized negotiating assistance; and help in managing the real estate/lease closing.


     This aspect of our International Destination Service involves those aspects of your move that will assist
     you and your family get “settled in”.

                                                                                              Effective: 03/01/04
INTERNATIONAL RELOCATION POLICY                                                                      6

There are issues that require immediate attention and those that have less urgency. Issues which
necessitate immediate action will include, but are not limited to:

   Driver’s license preparation and testing
   Automobile and renter’s insurance
   Banking arrangements
   Utility company hook-up information
   School registration
   Social Security registration
   Taxpayer Identification registration (for spouse)

After immediate logistical concerns are coordinated, family, health, recreational and social issues may be
addressed. Research and support for less immediate, ongoing concerns are available to you. Some of these
concerns are:

   Recreation/Sports
   Shopping
   Academic opportunities
   Volunteer opportunities
   Social organizations
   Medical referrals
   Youth activities


The complexity and comprehensive nature of overseas relocation and individualized markets does not
afford us the option to quote fees and costs until the project is defined. The following is an overview of
our Departure Services. They are dependent upon whether the expatriate family is selling their home or
prefer to lease their residence to retain a position in the market:


Arrange to have the property inspected, advice offered on the preparation and presentation of the
property for sale, indication of open market value, instruction of most effective local agents, supervision
of sales process throughout the offer of sale and subsequent legal process to completion.


This service involves inspection of the property, advice on presentation and requirements of the property
for leasing, instruction and supervision of the most appropriate leasing agent. On-going management of
the property can be provided.

                                                                                          Effective: 03/01/04
INTERNATIONAL RELOCATION POLICY                                                                      7


Manage the portfolio of homes owned by the expatriate families, whether leased or simply left vacant.


If desired, the acquisition of your employee’s residences, at fair market value, will rapidly release
employee’s capital and remove this constraint of moving.


The following services are provided in those instances and to those employees as the need arises and in
the locale needed.


This service includes: private, government or corporate secured compound housing.


Group or individual sessions dealing with cultural aspects of life and assimilating into the United States.
This program also encompasses areas of concern such as schooling differences, medical provisions,
driving, etc.


Assistance in dealing with documentation required for US Immigration Service requirements.


US Taxation advice can be provided by specialists

The most important part of the RELOCATION AMERICA Account Executive function is to provide the
personal and confidential assistance of a professional relocation counselor. Private counseling is a
particularly significant step in finding the plan which will work best for you. Your Account Executive
can help you determine exactly how the Relocation Program applies to your situation. You and your
spouse are encouraged to contact your Account Executive to discuss any issues relating to your

The confidential discussions are intended solely to help you make more informed decisions about
working and living in the new location, and relocating your household with as little disruption as

                                                                                          Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                       8
12.1   Definition:

       In certain pre-approved cases, it may be necessary for you, or for you and your family, to assume a
       temporary residence in the new location before your permanent housing is available.

       You will be reimbursed for your temporary living expenses, not to exceed 90 days. Expenses are
       covered during this period for you alone, or for you and your family together. Reimbursement is limited
       to a period not to exceed one day after the completed delivery of your household goods and personal
       belongings to your new permanent residence.

12.2   Old Location:

       The old residence may become unsuitable to live in after the household goods are removed, but at the
       same time, the employee may not be able to immediately leave for the new residence. If this happens,
       ADESA reimburses the employee for reasonable meals and lodging according to the ADESA Travel

12.3   Enroute Expenses

       ADESA reimburses the employee for all reasonable expenses associated with homefinding in the new
       location. In order to give you sufficient time for your homefinding, you will be reimbursed for one (1)
       trip with a total of eight (8) days. This trip must be coordinated through your Account Executive. Your
       reimbursed expenses are offered expressly for the purpose of HOMEFINDING and community
       familiarization for you and your spouse. Expenses for your other family members (children, parents) are
       not provided for in this program.

       During your initial interview with your RELOCATION AMERICA Account Executive, they will
       establish a tentative relocation time line or calendar; determine your family, social, educational, health
       and housing requirements; and provide necessary economic, credit and licensing information, which will
       make your relocation to the United States run more smoothly. Additionally, you will be offered
       mortgage pre-qualification. It is suggested that you begin this process immediately to assist you in
       determining your purchasing capabilities in the new location.

       If you are a current homeowner, it is suggested that you do not purchase in the new location until the
       value of your current residence has been determined.

       Assistance in finding permanent housing can be arranged through the RELOCATION AMERICA
       Account Executive.

       Reimbursable expenses are:
             Reasonable lodging and meals, reasonable tips (excluding gratuities to movers), car rental, cab
             fare to /from airport, airport parking, laundry and transportation to the new location:
              one-way economy airfare (7 day advanced reservations) and associated ground transportation,
                 or for those domiciled in certain Canadian locations,

                                                                                                 Effective: 03/01/04
      INTERNATIONAL RELOCATION POLICY                                                                       9
                standard automobile mileage reimbursement, parking fees and highway tolls if the
                 the employee drives the car. The employee is expected to travel the most direct,
                 practical route and average at least 350 miles per day.
                     Standard Automobile Mileage
                             Personal Car = IRS Mileage Rate
                             If pulling a boat or trailer = 1 cent additional per mile.

12.4 New Location

      If the new home is not available for occupancy when the employee arrives, temporary living expenses
      are covered for up to a maximum of ninety (90) days. Any days used for house hunting count against the
      ninety (90) days.

12.5 Reimbursable Costs

         Lodging (selection must be made by the employee in the following priority ):
           Extended stay (apartment / condo)
           Hotel
           Private Home: $ 5 per day for employee only.
                             $ 2.50 per day for each family member.
         Meals: up to $25.00 per day per adult (receipts required)
         Laundry up to $40.00 per month (receipts required)
              Includes detergents, soaps, bleach, dry-cleaning
         Telephone calls: limited to $25 per week; if over $25 per week subject to management approval.

      In order to be reimbursed for HOMEFINDING expenses, you are required to complete a Relocation
      Expense Report (form 2600) and supply applicable receipts and documentation to your RELOCATION
      AMERICA Account Executive.

12.6 Expenses Not Reimbursable

         Personal care items or medications;
         expenses for recreation or entertainment, including movies and video rentals;
         newspapers, magazines, maps;
         any expenses incurred while not on work status, e.g., expenses incurred on vacation days taken in
          conjunction with the relocation;
         pet care / kenneling or additional deposits / costs related to pets;
         child care;
         mileage reimbursement or gas for personal cars at the new location;
         gas for rental cars at the new location;
         bus tickets, parking or toll fees associated with commuting to work;
         non-business travel days for return home visits prior to family relocating other than transportation
         employee lunch incurred on a regular work day; and
         alcoholic beverages associated with meals; and
         valet and/or maid services.

                                                                                                 Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                        10

12.7   Interim Trips Home

       It may not always be possible for the family to relocate at the same time as the employee.

       Example: The employee may have to relocate to the new work location, leaving the family
                at the former location until the new residence is available.

       In such situations, the transferee may have a need to return home for family visits or packing prior to the
       actual move of the family to the new location. During the time ADESA is reimbursing the temporary
       living, travel expenses for the trips to the old location will be reimbursed based on ADESA Travel

       Trips home are for the employee only. If the employee cannot make the trip, spouse or other immediate
       family members are not entitled to a trip allowance.

       The frequency of the trips will generally be no more than once every third week during the ninety (90)
       day Temporary Living period.

       All expenses for return trips to the former location should be accounted for in the temporary living

       The reimbursement of reasonable and necessary INTERIM TRIPS HOME expenses shall be paid in
       accordance to normal ADESA business travel guidelines including:
               airline tickets (economy class).
               mileage reimbursement at 27 cents per mile if you drive your personal automobile to the
                 former location (less than 350 miles);
               highway tolls; and

       Coordinate your travel with RELOCATION AMERICA for your convenience and direct billing.

       Reimbursable travel expenses for your INTERIM TRIPS HOME should be listed on the Relocation
       Expense Report Form 2600.

12.8   Expense Reporting:

       All out-of-pocket expenses incurred by you are to be itemized and supported by receipts and submitted
       to your Account Executive utilizing the Relocation Expense Report (Form 2600) provided in your
       Relocation Package. Expense reports are to be submitted to:

                      Account Executive
                      RELOCATION AMERICA
                      29630 Orchard Lake Road
                      Farmington Hills, Michigan 48334

                                                                                                  Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                          11
       You must claim all expenses within a 12 month period after your transfer date. Mortgage Interest
       Differentials and Tax Assistance will continue beyond this period for eligible employees; however,
       mortgage interest assistance only applies to homes that close at the new location within one year from
       the effective date of transfer (date of hire).

12.9   Home Equity Advance

       Home Equity Advance are funds made available through your Account Executive for the purpose
       of securing mortgages on a new home prior to sale of your present home. The Home Equity Advance
       is due upon the sale of your current residence to RELOCATION AMERICA.

       The formula for computing the equity advance is as follows:

       Fair Market Value of home as set by the Buyout Offer (or actual offer accepted),
       less all incumbrances (mortgage, back taxes, pre-pay penalty, interest arrears, etc.) times
       ninety percent (90%). Closing costs reimbursed by ADESA are not to be considered an

       Application Procedure for an Equity Advance

       The following documents must be presented and the following procedures strictly adhered to
       in applying for an equity advance. Checks will not be issued until all of the following have
       been satisfied:

              a) A signed "Employee Relocation Agreement" must be on file in the ADESA
                 Finance Department.

              b) A contracted offer to purchase employee's home, or the completed
                 Buyout Offer must be in place.

              c) A written certification from the employee's mortgagor(s) or deed holder(s)
                 must be received certifying to the present balance owing on the property.

              d) A written certification from the employee noting any liens (or no liens) against the
                 Properties other than primary mortgages, deed or land contracts. Such liens
                 might include back taxes or home improvements using the property as
                 collateral. To expedite matters, this data can be included in the employee request

11.10 Bridge Loan

       In the event you are unable to meet the above Home Equity Advance criteria, ADESA has made
       provisions for a Bridge Loan. Your RELOCATION AMERICA Account Executive will be glad to
       coordinate your Bridge Loan between you and ADESA.

                                                                                                     Effective: 03/01/04
      INTERNATIONAL RELOCATION POLICY                                                                       12
             A Bridge Loan is money made available to you prior to closing on your present home. A
             Bridge Loan, like the Home Equity Advance, assists you in purchasing a new home while
             continuing to market your current home through the marketing assistance period.

             To assist with the purchase of a new home, ADESA will loan you a portion of your home's
             equity. The amount of the loan cannot exceed the lesser of 80 percent of the estimated equity or
             $100,000, whichever is less. Equity is determined by subtracting the unpaid principal balance of
             all mortgages and all liens and encumbrances from the amount of the sales agreement offer price.

             You will be able to borrow necessary funds interest free from the company for a period not to
             exceed 90 days. A promissory note must be executed to secure the funds advanced to you.

             The necessary papers should be completed by you under the direction of the RELOCATION
             AMERICA Account Executive, forwarded to the Benefit and Compensation Manager for
             approval from the CFO. The CFO should then send approved copy to the HR Manager and the
             Benefit and Compensation Manager who will process the bridge loan check, and when
             completed forward the check to the RELOCATION AMERICA Account Executive for

12.11 Mortgage Interest Differential

      If you are a homeowner at the old location as of the effective date of relocation and purchase a primary
      residence at the new location, you may be eligible for a mortgage interest differential, subject to the
      following limitations:

             a. The minimum interest rate for eligibility is 10%:

                e.g.: if the old interest rate was 9% and the new interest rate is 12%, the MID will be
                      based on the difference between 10% and 12%;

                     if the old interest rate was 7% and the new interest rate is 9%, no MID will be paid
                    because both interest rates are below the minimum rate of 10%;

             b. Only interest rates on same type mortgages will be utilized: e.g., 30 year fixed to
                30 year fixed, adjustable to adjustable, etc.

             Calculating the MID -- The Mortgage Interest Differential will be calculated in the following

                         Formula                         Example
                    New interest rate                     12%             On new mortgage of $120,000
             Less   Old interest rate                     10%             On old mortgage of $100,000

                   Difference                             2%
             Times Lesser of 2 mortgages           x    $100,000
                   Annual MID amount                    $2,000

                                                                                                Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                       13

              MID Payment Terms -- The MID will be paid for a period of two years, subject to the following

              a. 100% of the annual MID amount during the first year;
              b. 66% of the annual MID amount during the second year;
              c. paid quarterly; however, ADESA reserves the right to determine the method of payment if the
                 total amount is considered nominal (e.g., $500 or less); and
              d. MID payments cease immediately upon termination, sale of the new residence, refinancing,
                 transfer of your title to the property, payoff of the mortgage, or retransfer.

              Payment and Reporting of Payments – To receive the MID payments, you must submit
              appropriate documentation of the interest rates and balances of the old and new mortgages to
              your RELOCATION AMERICA Account Executive, who in turn will submit your request to the
              Benefit and Compensation Manager and the Office of the CFO.

              All MID payment must be reported as taxable income to the employee. The payments will be
              subject to applicable Federal, State, local, and FICA tax withholding; they are not eligible for tax
              gross up.

12.12 Duplicate Home Owning Expenses

       Your Account Executive will work with you to help plan for a timely transition from your current
       residence to your new residence so that you can avoid facing duplicate housing costs. In the event you
       need to close on your new residence prior to the sale and closing of your current residence, ADESA will
       cover certain costs involved with maintaining your current residence, for up to ninety (90) days.
       Reimbursement is provided of the following expenses:

                         Prorated Taxes
                         Property Insurance
                         Mortgage Interest

       Procedures for Documents for Dual Mortgage Assistance

       The following documents must be received by your Account Executive before processing dual mortgage
       assistance payments.

              1) A written official certification (other than employee's) of the monthly principal and interest
                 amounts paid on your old home.

              2) A written official certification (other than employee's) of the monthly taxes and insurance
                 premiums paid on your old home.

Your Account Executive will compute the total dual assistance payment to be made and the date it is to be paid
and will advise you accordingly. You will then submit an expense report through your Account Executive to
collect for the dual payment.

                                                                                                  Effective: 03/01/04
        INTERNATIONAL RELOCATION POLICY                                                                       14
12.13   Buying the New Home

        If you are a homeowner at the time of your initiation into the relocation program, ADESA will
        provide assistance with certain home buying expenses. These expenses must occur within one
        year of the effective date of transfer (date of hire).

12.14 Obtaining a New Mortgage

        RELOCATION AMERICA Account Executive will explain the different program features and will help
        you define the type of mortgage product which will suit your needs in the new location.

               The special program features include:
                   telephone mortgage pre-qualification and counseling;
                   acceptance of a portion of your partner's income at your old location for qualification;
                   rate commitment options (such as: "rate-lock", "flow-with-market", or "rate cap",
                   streamlined processing; and
                   quick commitment.

12.15 Reimbursable Home Purchase Expenses:

        You are eligible for Home Purchase Expense reimbursement when you negotiate and sign a contract to
        purchase a home, which results in a closing, within four (4) months of the date of the relocation letter. If
        the four (4) month requirement is met, ADESA will reimburse the employee for actual and reasonable
        costs associated with the sale closing that are normally paid by the buyer in the area.

        Your Account Executive will review the "good faith estimate" of closing expenses, which will be
        supplied to you by your attorney, lender, or real estate agent and will advise of the expenses that will be
        reimbursed. You must supply your Account Executive with a final copy of your closing statement
        detailing all expenses paid by you as purchaser, and your Account Executive will reimburse you all
        agreed upon expenses. ADESA shall reimburse the following home purchase settlement closing fees to
        a maximum of three (3) percent of the loan amount.

        Reimbursable Home Purchase Expenses may include:
               Application Fee
               Title search
               Transfer taxes – state and local
               Survey fees
               Credit report
               Appraisal fees
               Abstract fees
               Recording fees
               Notary fees
               Owner's or mortgagee's title insurance

                                                                                                   Effective: 03/01/04
      INTERNATIONAL RELOCATION POLICY                                                                   15
                Termite inspection if required by lender
                Document Preparation Fees
                Title Insurance:
                  if paid by the buyer in the area
                  if required by the lending institution
                Mortgage placement fees
                Origination fees
                Lender’s service charges

      Any cost associated with the purchase of the new home which is not normally paid by the
      buyer, but which the employee agrees to pay for any reason, will not be reimbursed.

12.16 Mortgage Fees

      Many lenders charge a range of “up-front” fees. Depending on the region you are moving to, and the
      practices of your lender, you may encounter costs with many different names and purposes, for example:
      mortgage placement fees, lender’s service charges, application fees and origination fees. Such fees are
      reimbursable to you. You will be reimbursed for a maximum of two (2) discount points paid to lender.

12.17 Non Reimbursable Home Purchase Expenses

      Even when the four (4) month purchase requirement is met, there are some purchase expenses which are
      not reimbursed.

      Certain costs are normally incurred in the home purchase transaction, and are considered a part of
      normal homeownership. These costs are not reimbursed by the program. Expenses you may anticipate
      include, but are not limited to, the following:

         Prepaid real estate taxes
         Prepaid mortgage interest
         Utility fees
         Property insurance
         Mortgage Insurance Premium (MIP)
         Mortgage Guarantee Insurance (MGI)
         Homeowner's association fees
         Down Payment
         Homeowners Warranty
         Bridge Loans

12.18 New Home Construction

      New construction can often mean unanticipated additional costs and potential delays resulting in late
      occupancy. If you are planning on building a home in the new area, please be aware that the program
      provides for the basic home purchase expenses. Costs associated with construction loans and expenses
      incurred due to construction setbacks are not covered in this program, including Temporary Living.

                                                                                             Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                       16

      One of the most important aspects of a transfer for a homeowner is the sale of his or her home. Homes
      often represent one of the largest investments an individual or family may make, and the prospect of
      having to place the home on the market in order to move to a new location can be intimidating. There are
      many vital concerns surrounding the sale of your home: selecting the best broker, receiving the best
      possible price and coordinating your homesale with the purchase of your new home. The Homesale
      Program provides a comprehensive service, which will help you work constructively to obtain the best
      price for your home. To address these concerns, your RELOCATION AMERICA Account Executive will
      contact you, explain the Homesale Program to you step by step, and work with you on all issues relating to
      the Homesale Program.

      The objective of ADESA's relocation policy as it relates to home sale assistance is to provide transferring
      homeowners with alternatives and assistance to enable them to sell their homes quickly and for the best
      possible price.

      The number of showings to prospective buyers is at the highest for most properties during the first three to
      four weeks of marketing. Recognizing this, it is worthwhile to take time to plan an appropriate strategy
      that will make the home as competitive as possible in every aspect, and take maximum advantage of those
      important first weeks on the market. Your Account Executive will assist you with this.

13.1 Overview of the Home Sales Assistance Program

      How does this program help you get the best price for your home? By offering you experienced support
      as you manage each step of your home marketing and sale negotiation process. Working together with
      your RELOCATION AMERICA Account Executive, you will take advantage of the Competitive Market
      Counseling Program (Home Marketing Assistance) which is designed to help you get your home placed
       on the market in the most competitive way regarding price, condition, and exposure.

13.2 Co-ops

      ADESA will reimburse necessary sale and transfer fees if an employee's primary residence is a cooperative
      apartment. The payment cannot exceed 10 percent of the sale price.

      An employee wishing to take a mobile home to the new location as a primary residence, will be
      reimbursed for reasonable moving expenses. Any special transit insurance shall be secured by the
      employee and is included in the reimbursement. The total reimbursement may not exceed 10 percent of
      the home's “Blue Book” market value. (Tires damaged in transit are the employee's responsibility).

      Reimbursements for mobile homes and co-ops sales should be processed on Form 2600, with the
      appropriate entry under “Home Sale Assistance.” The reimbursement for mobile home transport should be
      processed on Form 2600 with the appropriate entry under “Movement of Household Effects.”

                                                                                                  Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                    17
13.3 Renters

       Employees who rented at the former location will be eligible for the following :

          Transportation and storage of household goods (60 days)
          Temporary living and travel expenses for employee and family (60 days)
          Settling-in-allowance of $500
          Lease termination assistance

13.31 Renters Lease Termination Allowance

       RELOCATION AMERICA’s Account Executive will provide lease termination assistance. With their
       recommendation, ADESA will reimburse actual and reasonable costs of terminating the lease of the
       employee's existing primary residence. Expenses for cleaning, redecorating, and repairing are not
       covered in the reimbursed costs.

       The employee must furnish the following documentation for reimbursement
        lease and release from lease
        terminal rent receipt or canceled check; and
        date property was vacated.

       RELOCATION AMERICA’s Account Executive will review the lease at the new location to insure the
       employee is not charged unnecessary fees and has the maximum lease flexibility via a Transfer Clause.

       Note: Renters are not eligible for reimbursement of home purchase closing costs. However, provisions
       of this policy that deal with the transportation and storage of house-hold good, temporary living and
       travel expenses do apply to renters.

13.4   Sales / Retention of Former Residence

       RELOCATION AMERICA, or an international agent for ADESA, shall be purchasing your home from
       you (see paragraph 12.5). Because of this, you shall not incur the expenses or many of the income taxes
       associated with the sale of your residence. These expenses include:

                  real estate commissions;
                  settlement or closing fee;
                  title search and insurance;
                  document preparation;
                  revenue stamps; and
                  intangible taxes.

                                                                                               Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                       18
       ADESA will reimburse transferred homeowners for reasonable and customary expenses incurred with
       the sale of their home. These items may include:

                 notary fees;
                 mortgage pre-payment penalties;
                 inspection - pest control;

13.5   Sale of a Home / Lease of a Home

13.51 Homesale Program Eligibility

       Your property’s eligibility and the details of this program shall be determined by your anticipated term
       of service in the U.S., potential for your return to the point of origin, the real estate customs and
       practices in the locale of your residence.

       In addition to your Relocation America Account Executive, we recommend you contact legal and tax
       counsel to maximize your benefits.

       The Homesale Assistance plan applies to your principal residence only, which may be a one-
       family or two-family dwelling or condominium. The following types of properties are not eligible for
       the program:
               second homes, vacation homes, or any home which is used, in part, for non-residential
               mobile homes
               a farm or a home with excessive acreage for its location;
               investment commercial properties;
               property with four or more rental units;
               any home in which you do not have a title interest in fee simple (unconditional ownership);
               vacant land.

       Property located on, near, or containing toxic materials or gases, including radon gas, asbestos (friable),
       lead paint, or UFFI (Urea Formaldehyde Foam Insulation) will need to be remedied at your expense
       prior to closing on the sale of your home.

13.52 Competitive Marketing Counseling

       Before you put your home up for sale your RELOCATION AMERICA Account Executive will
       work with you to develop a sound marketing strategy.

       The advice you will receive is designed to give your home a competitive edge as soon as it
       enters the local real estate market. The home marketing assistance provided by your
       RELOCATION AMERICA Account Executive will help you achieve this.

                                                                                                  Effective: 03/01/04
     INTERNATIONAL RELOCATION POLICY                                                                          19
     The following criteria will be discussed with you:

         determining an attractive and reasonable asking price;
         reviewing any contemplated reconditioning projects in light of the net return to you;
         listing your home with the broker who specializes in relocation will maximize your home's exposure
          through effective publicity and promotion;
         considering recommendations that can overcome anticipated buyer objections;
         updating and refining the marketing strategy for your home through weekly discussions with you
          and your broker;
         examining any and all offers to purchase your home.

13.53 Listing Your Home For Sale

     RELOCATION AMERICA will offer you a choice of recommended real estate brokerage firms
     who are relocation specialists and who will work with you on setting a "market driven"
     asking price and preparing an acceptable marketing plan for your home. Once a listing
     broker has been selected, you will be instructed to include the following exclusion clause in
     your real estate listing contract. For maximum flexibility in changing listing brokers, should
     that become necessary, it is mandatory that the listing period not exceed 90 days.

             "This Listing Agreement is subject to the following provisions:

             It is understood and agreed that regardless of whether or not an offer is presented
             by a ready, willing and able buyer:

                     1. No commission or compensation shall be earned by, or be due and payable to, broker
                        until the sale of the property has been consummated between seller and buyer, the
                        deed delivered to the buyer and the purchase price delivered to the seller; and

                     2. The sellers reserve the right to sell the property to RELOCATION
                        AMERICA, et al, (a "Named Prospective Purchaser") at any time. Upon
                        execution by a Named Prospective Purchaser and me (us) of an
                        Agreement of Sale with respect to the property, this listing agreement shall
                        immediately terminate without obligation on my (our) part or on the
                        part of any Named Prospective Purchased to either pay a commission
                        or to continue this listing."

     The purpose of the exclusion clause is to enable you to cancel your listing and sell the
     property to RELOCATION AMERICA, or a designated agent, at any time even when a sale that is
     acceptable to you has been generated. (See section on "The Buyer Value Sale.") When the
     sale of your home is properly processed through RELOCATION AMERICA, or designated agent, the
     broker's commission and closing costs can be paid by RELOCATION AMERICA, or designated agent,
     with no tax consequence to either you or ADESA. Your ability to cancel your listing contract with no
     obligations to pay the broker's commission is a vital part of this process.

                                                                                                   Effective: 03/01/04
      INTERNATIONAL RELOCATION POLICY                                                                     20
13.54 The Buyer Value Sale

      Having worked with your RELOCATION AMERICA, or designated agent, Account Executive on
      home marketing strategy and home conditioning, you will be successful in identifying a buyer for your
      property. When you do receive an offer, call your RELOCATION AMERICA Account Executive
      immediately. In order to negotiate the sale to your maximum benefit, and to assure that the terms of the
      sale are consistent with the contract between ADESA and RELOCATION AMERICA, do not accept
      an offer, deposit, or down payment, or sign any agreement with the potential buyer or agents.

      Once you give your Account Executive the complete details of the offer, they will contact your broker to
      discuss the transaction. Your Account Executive will assure that the buyer is "bonafide". When that is
      accomplished, your Account Executive will send you a Contract of Sale from RELOCATION
      AMERICA at a price and terms identical to the offer you generated. This is referred as a "Buyer Value
      Sale". You should then sign the contract with RELOCATION AMERICA and return it to your Account
      Executive. Under no circumstances should you sign a contract with the potential buyer or agent.

      RELOCATION AMERICA will make every effort to then consummate the sale with the buyer and will
      pay the broker's commission and normal closing costs when the sale closes. If the sale fails to close for
      any reason, you are still guaranteed your equity base on the Buyer Value Sale Price; your Account
      Executive will close with you based on your Contract of Sale with Relocation America.


      The Relocation Program provides comprehensive services to manage all the details of relocating your
      household goods. As soon as you are ready to make moving arrangements, contact your Account
      Executive. Your Account Executive will contact an approved carrier to authorize the booking agent to
      contact you. They will arrange to survey your goods, and arrange for packing dates, loading dates, and
      unloading dates. Costs, consistent with ADESA's policy, will be billed directly to RELOCATION

      The Program Provides 5 Main Areas of Assistance:

         1) Packing: preparation (boxing, crating, wrapping) of your belongings for a safe move, including
            disconnection of appliances;

         2) Moving: loading and transporting your belongings to the new location

         3) Set-Up: a one-time arrangement of the larger items, such as living room and bedroom furniture;

         4) Unpacking: unpacking of boxes in the appropriate rooms.

         5) Storage: safekeeping of your possessions in a storage facility in the new area for up to 60 days.
            Storage exceeding 60 days will be billed directly to you.

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       INTERNATIONAL RELOCATION POLICY                                                                      21
14.1   Services Not Provided

       Some services associated with moving of household are not reimbursable by ADESA. ADESA will not
       reimburse the employee for the following:

          pick up of items or new acquisitions from location other than the designated pick-up;
          delivery to destinations other than the designated address;
          storage of automobiles;
          rug or drapery cleaning;
          rug or drapery installation;
          cable television installation of hook-up;
          electrical wiring, including removal / installation of ceiling fans or light fixtures;
          house-cleaning or maid services at either the old or the new location;
          child care services during either packing or unpacking;
          home alterations to provide venting for clothes dryer, plumbing for washing machine or installation
           of an ice maker;
          telephone installations;
          special packing or unpacking, handling or storage service beyond that which packers / movers
           usually provide;
          gratuities or meals for moving company employees;
          disposal of items the employee wishes to discard prior to shipment;
          transporting automobiles which are not in running condition;
          readying portables spas or satellite dishes for transport, including disconnecting / connecting
           plumbing or wiring; and
          draining waterbeds.

              Note: You should not assume services not listed are covered. Contact your Account Executive.

14.2   Items not covered

       ADESA reserves the right to exclude or disallow certain types of articles from shipment. If you choose
       to take such items with you, the expense of transporting such items is not the responsibility of ADESA
       nor is it reimbursable. Some of the items excluded are:

                 firewood;
                 firearms or ammunition;
                 building materials;
                 foodstuffs or frozen food which are subject to spoilage;
                 materials of an explosive, dangerous or flammable nature, such as liquor, paints, solvents,
                  bleaches, acids or aerosol cans which are excluded by federal regulations;
                 securities, money, jewelry or furs;
                 livestock such as horses;
                 large plants or trees;
                 items of unusual size or weight that are not essentially household furnishings (e.g., storage
                  buildings, heavy equipment);
                                                                                                 Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                       22

                 items that are too fragile or perishable to withstand shipments without damage and which
                  could cause damage to the rest of the shipment;
                 items which require special handling, equipment or preparation for their transport;
                 large boats, trailers, tractors, motorcycles, large riding mowers or engines, unless the item(s)
                  fits into the same van without special packing;
                 toxic substances;
                 recreational vehicles (airplanes, boats, motorcycles, trailers);
                 major power tools (other than hand-held);
                 swimming pools, spas or hot tubs;
                 satellite dishes;
                 sheds, greenhouses;
                 dismantling of pools and swing sets; and
                 refrigerated trucking for wine or other such collections.

14.3   Pick-Up/Delivery

       Before the moving company arrives, the employee must go through the belongings and separate them
       into groups, which the employee will

                 ship
                 include in the personal baggage
                 will be used for a temporary stay

              This program provides for one pick-up from a single site, and one delivery to a single site.
              Personal clothing and car to temporary living quarters is authorized for employees moving in
              advance of their family to a temporary apartment. Any household goods or personal belongings
              needed at your temporary living quarters should be clearly identified prior to the packing of your

14.4   Movement of Family

       Normally, the employee and family will move together and will transport themselves by automobile.
       Where employees must report for work in advance of their families, they should drive one auto, since
       rental cars will not be included at the new locale. If employee and family must arrive in separate trips,
       both trips will be at ADESA expense with expenses for such trips to include the following

                 reasonable lodging (excluding personal charges)
                 automobile mileage at the ADESA current standard mileage rate for one vehicle or economy
                 reasonable meal expense enroute – up to $25 per day for adults, up to $15 per day for
                  children twelve years of age and younger (receipts required)
                 miscellaneous expense: telephone, tolls, parking, etc. (receipts required)

              All items must be receipted and submitted to your Account Executive for reimbursement.

                                                                                                  Effective: 03/01/04
       Reimbursement of these expenses are tax deductible for the employee (except meal expense) and 23
       therefore will not be included in the tax gross-up calculation.

14.5   Pets

       The expense of transporting domesticated, household pets is not covered under the provisions of this
       policy. Additionally, ADESA shall not reimburse those expenses related to interim housing for any

14.6   Receiving the Household Goods

       When the employee is receiving the shipment, the carrier will furnish a form that must be completed by
       the employee and the carrier to verify the unpacking service.

       The employee should not give the carrier a clean receipt unless all items have been:
              unpacked
              examined, and
              found to be intact.

       Apparent or suspected damage should be noted on the carrier's receipt. Also, if items were not
       examined, note on the carrier's receipt "contents unexamined".

14.7   Insurance

       If damage occurs to your household goods during transportation and/or storage, you are insured for the
       replacement value of your household goods up to $75,000. You must pre-designate your possessions of
       value – extraordinary items -- (e.g., antiques, original art work) along with the corresponding appraised
       value of each item prior to your actual move date. Discussion regarding these items with your Account
       Executive will ensure that these items will be insured.

       You may be required to pay for insurance for extraordinary items above a reasonable cost. Coverage of
       stored goods is limited to 30 days and must be in the care, custody, and control of the original moving
       company. Requests for extensions of coverage should be directed to the Account Executive
       prior to the 30 day limit.

       If you are concerned about moving any valuable items, please note that certain items are usually
       excluded by such insurance, for example:
                precious stones, furs and jewelry;
                coin and stamp collections;
                personal or financial documents;
                money, notes, securities.

       These items should be forwarded to a safe deposit box at your new location or taken with you.

              Note: If the employee chooses to ship items which were not prepared or packed
                    by the moving company, coverage for loss or damage does not apply.

                                                                                                Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                      24

       Coverage begins when the possessions are being packed and ends when they are delivered to and
       unpacked at the new home.

14.8   Liability

       ADESA, in selecting transportation carriers, assumes no responsibility of liability for the shipments, nor
       shall the carrier be considered the agent of ADESA.

14.9   Weight Allowance/Payments

       You are eligible to ship up to 20,000 pounds via a company selected carrier. Costs associated with
       weight over 20,000 pounds shall be at your expense. While the program provides for the transportation
       of most normal and customary personal belongings and household contents, some items are not covered
       by this program, such as the items listed in Section 13.2.

14.10 Automobiles

       If relocating with a spouse who is currently living in the same residence with the employee, a limit of
       two personal automobiles will be moved if the distance is greater than 600 miles; if less than 600 miles,
       one automobile. If the employee is single, ADESA will move one vehicle. Automobile rental at the
       new location shall not be reimbursed.

       If the distance is less than 600 miles, ADESA will reimburse the employee for mileage costs at the
       current standard mileage rate.

       When ADESA ships a car by rail, truck or other means, it is covered by the company's insurance
       program as an item of household goods at current NADA (blue book) value.

14.11 Damage Claims

       If loss or damage is discovered when examining items:

                  notify your Account Executive immediately
                  retain packing material for examination,
                  do not discard or repair damaged goods prior to the moving company's representative's
                   inspection, and
                  allow the carrier to inspect the damaged goods.

       Claims of damage must be filed within 90 days after the move.

       Repairing or discarding goods prior to inspection by the moving company representative may result in a
       denial of the claim.

       The moving company's representative will:

                                                                                                 Effective: 03/01/04
     arrange for an investigation and appraisal of the
INTERNATIONAL RELOCATION POLICY extent of all damage                 25
        authorize repairs, or
        settle the claim.

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       INTERNATIONAL RELOCATION POLICY                                                                     26
14.12 Third Party Services

       Third party services are special services that an outside company can best provide, such as grandfather
       clocks or pool tables disassembly and assembly. This policy authorizes third party services for the
       following items:
       1) Appliance Service -         Disconnect and prepare for transportation certain
                                      major appliances.
                                      Normal reconnect at destination.
       2) Ice Maker -                 Disconnect and reconnect to existing line.
       3) Waterbed -                  Disassemble and reassemble
       4) Grandfather Clock -         Service at origin and destination
       5) Pool Table-                 Disassemble, crate and reassemble.

       Any other third party services are not authorized. You may utilize your MEA for additional services

15.    MISCELLANEOUS EXPENSE ALLOWANCE (MEA) -- [Settling - In - Allowance]

15.1   Definition:

       A Miscellaneous Expense Allowance (MEA) [ settling-in-allowance] is provided to help you pay for
       miscellaneous expenses associated which may not be formally addressed in the relocation policy.

       The MEA is equal to
              Homeowners -- one month's base pay or $4,000 whichever is less, or
              in the case of a renter $500, grossed up for federal and state income taxes as of the date of
                transfer. No receipts are required.

       The MEA also must be reported as compensation and included in the employee's gross income. The tax
       reimbursement policy applies to the entire MEA, without regard to whether the amount is spent for
       deductible or non-deductible purposes.

15.2   Examples of MEA Uses

       The settling-in-allowance is intended to cover items such as:
               prepaid fees, such as club dues, etc., which are forfeited due to the relocation;
               new state vehicle license tags or other fees;
               drivers' licenses;
               pet boarding / kenneling, care;
               telephone installation;
               utility deposits / installation fees;
               trash removal;
               maid or cleaning services;
               shipment of additional cars;
               piano tuning;
               selling, travel, temporary living, purchasing and moving expenses not reimbursable under
                   this policy;
                                                                                                Effective: 03/01/04
            take up / alteration and installation of carpeting
       INTERNATIONAL RELOCATION POLICY ;                                                                   27

                 alteration and installation of drapery;
                 rug and drapery cleaning;
                 installation of standard television or FM antenna, conversion of TV frequencies, cable hook-
                 child care, baby-sitting and child travel fees related to house hunting;
                 other items not transported, paid for or installed by ADESA;
                 storage of automobiles;
                 electrical wiring, including removal/installation of ceiling fans or light fixtures;
                 housecleaning or maid service at neither origin or destination;
                 childcare services during either packing or unpacking;
                 home alteration to provide venting for clothes dryer, plumbing for washing machine, or
                  installation of ice maker;
                 gratuities or meals for moving company employees;
                 disposal of items you wish to discard;
                 towing/moving service for antique automobiles, automobile collection or automobiles which
                  are not operable; and
                 connecting, disconnecting or draining spas, hot tubs, pools or satellite dishes.

       No additional requests for miscellaneous reimbursements are accepted. You are not required to account
       for spending of the MEA.

       If more than one ADESA employee is from the same household, only one MEA will be paid, based on
       the higher salary.


16.1   Income Tax Allowance (Gross-Up)

       The Internal Revenue Service (IRS) considers reimbursements of, and allowances for, moving expenses
       as compensation to the transferred employee. These reimbursements and/or allowances are subject to
       federal, state and local income taxes as well as social security taxes. Accordingly, such relocation
       expenses will be reported on an annual W-2 statement of earnings.

       In order to offset some of the tax impact created by this additional income, you will be provided with an
       income tax allowance, or "gross up", if you are actively employed by ADESA at year end. This gross-
       up, which is considered compensation to you, includes and amount intended to approximate the Federal
       Insurance Contribution Act (FICA) and Federal Unemployment Tax Act (FUTA) income tax on:
               1. non-deductible relocation expenses
               2. the Miscellaneous Expense Allowance, and
               3. the amount of the approximate tax itself.

       For the reimbursement of certain expenses you are allowed to take a corresponding deduction on your
       personal tax return, so that no gross-up is required.

                                                                                                Effective: 03/01/04
       As is standard in the relocation industry, your income tax allowance will be based solely on your 28
       ADESA annual salary. Individual circumstances will vary and the allowance will not necessarily cover

       all tax liability. Other sources of income, including income received by individuals who jointly file
       income taxes with you, is not considered in the gross-up calculation.

       The income allowance is paid to the tax authorities through additional tax withholdings based on the
       total reimbursements considered non-deductible/taxable.

16.2   Deductible relocation expenses

       The Tax Law for moving expenses was revised as a result of the Budget Reconciliation Act of 1993. The
       Act took effect December 31, 1993. The following represents the Act's influence on your move.

       Generally, any amount paid to or on behalf of an employee for a moving expense reimbursement must be
       included in the employee’s gross income with three exceptions: (1) Reimbursement for shipping household
       goods, (2) Travel to the new location, and (3) Homesale costs paid to a third party. Under the three
       exceptions, the employer does not have to add these amounts to the employee's income provided that the
       employee furnishes the employer an accounting for his or her expenses. Other moving expense
       reimbursements, however, must be treated as income. These other expenses would include home purchase
       costs, temporary living expenses, house hunting trips and meals. Additional items that would be included
       in income are payments to cover the employee's miscellaneous expense allowances. Basically, reimbursed
       moving expenses other than shipping household goods and travel to the new location are treated as
       compensation to the employee and must be reported on the employee's W-2 Form. ADESA must withhold
       the Federal Income Taxes, Social Security and employment taxes and, in many cases, State and Local
       Taxes on these amounts.

       Reasonable reimbursements for the shipment of household goods and travel to the new location generally
       do not have to be added to the employee's income. This includes the packing, crating and shipping of
       household goods and personal effects. Also, reimbursement for insurance and storage in transit (thirty
       consecutive days) for household goods and personal effects are not added to the employee's income.
       Regarding travel to the new location, the company may reimburse transportation and lodging expenses
       without including them in the employee's income but NOT meals. This travel refers to the employee's
       travel along with members of his or her household. If meals are reimbursed, the reimbursement is income
       to the employee. In order to qualify for this income exclusion provision, the employee must give an
       account to the employer for these expenses within a reasonable time. The employee cannot have deducted
       these expenses in a previous year. It is also important to note that this exclusion provision for travel and
       shipping household goods may only be applied if the employee's move satisfies the requirement as outlined
       in Section 217 of the Tax Code. Under this Section, there are essentially three requirements that must be
       met: 1) a work related test, 2) a distance test, and 3) a time test. First the move must be work related, that
       is, the move must be closely related in both time and place to the start of work at the new job location. The
       second test involves the distance traveled to the work place. The commute from the former residence to the
       new place of employment must be at least fifty miles further than from the former residence to the former
       place of employment. Under the third requirement, the time test, the employee must work full time in the
       general area for at least thirty-nine (39) weeks during the first twelve months after arriving at the new job
       location. Moreover, this thirty-nine week test can be waived if there was a reasonable expectation at the

                                                                                                    Effective: 03/01/04
time of the move that the RELOCATION POLICY
INTERNATIONAL time test would be met but the employee transferred again to a new job location
before satisfying the test.

                                                                              Effective: 03/01/04
       INTERNATIONAL RELOCATION POLICY                                                                       30

       If an employee meets these three tests (work, distance and time) but is not reimbursed by their employer for
       moving expenses, this individual, on his or her own, may pay the costs of shipping household goods and
       travel to the new location. Under this case, the law allows the individual to take a moving expense
       deduction. They are permitted these deductions even if they do not itemize expenses on their tax return.
       Thus, individuals who take the standard deduction may deduct their un-reimbursed moving expenses. It's
       important to understand if the company reimburses the employee for these expenses, generally, there is no
       deduction for the employee.

16.3   Seeking Tax Advice – A Recommendation

       Your International move is more complex than domestic relocation; there are tax and financial issues
       unique to an international move. Because of this, ADESA recommends that all employees consult with
       a tax consultant with respect to their specific tax issues or questions.

       Further information may also be found in IRS Publication 523 "Tax Information on Selling or
       Purchasing Your Home," and IRS Publication 521 "Moving Expenses." Additionally, free Tax Guides
       for the relocating employee entitled "Relocation Tax Advisor," published by the Hessel Group will be
       provided. Ask your RELOCATION AMERICA Account Executive.

       To ensure the maximum benefit from ADESA's reimbursement policy and from federal, state, and local
       tax laws, records and receipts of expenses must be saved.

16.4   Completion of Exemption and Marital Status Statement

       Employees who will be reimbursed for income taxes must provide an "Exemption and Marital Status
       Statement." (attached). Generally, this should be attached to their first Relocation Expense Report, Form
       2600, which included reimbursable expenses. Tax reimbursement cannot be made unless this statement
       is completed.

16.5   Gross-up and Non Gross-up Items

       Consistent with the previous section 15.1, the following represents those items ADESA will and will not
       tax assist (gross-up).

       Gross-up Items or Categories

          Househunting Trip
          Home Purchase Closing Costs, including Points
          Miscellaneous Expense Allowance
          Household Goods Storage, in excess of 30 days
          Final Move – Meals
          Final Move – Mileage, in excess of $ .10 per mile
          Temporary Living
          Home Trips
          Mortgage Interest Differential

                                                                                                  Effective: 03/01/04
      INTERNATIONAL RELOCATION POLICY                                                                      31

      The above Grossed-up items will include assistance in the following areas:

         Federal
         State for the “Move to” state Only
         Local for the “Move to” municipality Only
         Social Security
         Medicare

      Non Gross-up

         Homesale costs – Third Party
         Household Goods Movement
         Disconnecting and reconnecting utilities
         Household Goods Storage, first 30 days
         Final Move – Lodging
         Final Move – Mileage, first $ .10 per mile
         Final Move – Transportation
         Duplicate Housing Expense (FICA Gross-up ONLY)


      At ADESA's option, if an employee dies, ADESA may continue to administer the remaining provisions
      of this policy including mortgage interest assistance on behalf of the employee's spouse or beneficiaries
      for the remaining period, as applicable, provided such spouse or other beneficiaries continue to reside in
      the residence to which these provisions apply.


      The relocation process and all applications for reimbursements must be completed no later than one year
      after the effective date of transfer. Mortgage differentials and tax gross-ups will continue beyond this
      period for eligible employees; however, mortgage interest assistance applies only to homes that close at
      the new location within one year form the effective date of transfer.

                                                                                                Effective: 03/01/04

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