FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT (DTAC and DTAG)

Exhibit 10.5

FIRST AMENDMENT TO EXECUTIVE BONUS AGREEMENT

(DTAC and DTAG)

This Amendment is effective as of the 1st day of January, 2009 by and among DT Acceptance Corporation (“DTAC”) and DriveTime Automotive Group, Inc. (“DTAG”) (collectiveIy, the “Company”) and ▇▇ ▇▇▇▇▇▇▇▇ (the “Employee”).

RECITALS

A. The Company and Employee are parties to an Executive Bonus Agreement, dated as of July 13, 2005 (the “Agreement”) pursuant to which the Employee replaced certain benefits under an Executive Sale Participation Plan, dated January 1, 2004 with certain payments following the Payment Date as set forth in the Agreement.

B. The Company and Employee desire to amend the Agreement on the terms and conditions set forth in this Amendment.

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:

1. Defined Terms. Unless otherwise specified herein, all capitalized terms used in this Amendment shall have the same meaning given to such terms in the Agreement.

2. Amendment to Section 3 of the Agreement. Effective as of January 1, 2009, Section of the Agreement is amended to delete the current table in the section and replace it as follows:

 

Date of Contribution		Amount of Contribution
May 1, 2006		$	400,000
May 1, 2007		$	400,000
May 1, 2008		$	400,000
May 1, 2009		$	200,000
May 1, 2010		$	200,000
May 1, 2011		$	400,000

3. Amendment to Section 6(e)(iii). Effective as of January 1, 2009, “2010” in Section 6(e)(iii) shall be changed to 2011.

4. Payment Date Distributions. For purposes of clarity under Section 6(b) of the Agreement, in calculating the first payment to Employee beginning on the first anniversary of the Payment Date (May 1, 2011) the amounts allocated to the Employee’s Account shall include the May 1, 2011 contribution under Section 3.

5. Heading. The paragraph headings contained in this Amendment are for convenience of reference only and shall not be considered a part of this Amendment in any respect.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Arizona.

7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

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