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                                                                    Exhibit 10.4

                                                                  EXECUTION COPY

                           MBIA INSURANCE CORPORATION

                       FINANCIAL GUARANTY INSURANCE POLICY

                                December 5, 2002

                                                               Policy No. 39760


Re:                   CarMax Auto Owner Trust 2002-2, Class A-1, Class A-2,
                      Class A-3 and Class A-4 Asset-Backed Notes (collectively,
                      the "Notes") and Asset-Backed Certificates (the
                      "Certificates" and together with the Notes, the
                      "Securities");


Insured               Obligation of CarMax Auto Owner Trust 2002-2 (the "Trust")
Obligation:           to pay servicing fees and interest on and the principal of
                      the Securities.


Beneficiary:          Wells Fargo Bank Minnesota, National Association, as
                      indenture trustee under the Agreement (as defined below)
                      (together with any successor trustee duly appointed and
                      qualified under the Agreement) (the "Indenture Trustee")
                      on behalf of the Noteholders and the Certificateholders.

         MBIA INSURANCE CORPORATION ("MBIA"), for consideration received, hereby
unconditionally and irrevocably guarantees to the Beneficiary, subject only to
the terms of this Policy (the "Policy"), payment of the Insured Obligation. MBIA
agrees to pay to the Beneficiary:

         (x) with respect to any Distribution Date, the sum of (i) Total
Servicing Fee for the preceding Collection Period, (ii) Total Note Interest for
such Distribution Date, and (iii) Total Certificate Interest for such
Distribution Date (in each case, after giving effect to any distributions of
Available Collections and any funds withdrawn from the Reserve Account to pay
such amounts with respect to such Distribution Date); and

         (y) with respect to any Distribution Date, the lesser of (i) the sum of
(a) Monthly Note Principal for such Distribution Date and (b) Monthly
Certificate Principal for such Distribution Date (in each case, after giving
effect to any distributions of Available Collections and any funds withdrawn
from the Reserve Account to pay such principal with respect to such Distribution
Date) and (ii) the Net Principal Policy Amount (after giving effect to any funds
withdrawn from the Reserve Account to pay principal to the Noteholders and the
Certificateholders with respect to such Distribution Date);

provided, however, that no payment under this Policy with respect to any
Distribution Date shall exceed the Policy Amount for such Distribution Date, and
provided further, that with respect to

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an Avoided Payment, the Policy Amount shall be calculated without regard to
clause (x)(A)(i) of the definition thereof. This Policy does not cover
shortfalls, if any, attributable to the liability of the Trust or the Indenture
Trustee for withholding taxes, if any (including interest and penalties in
respect of such liability).

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture dated as of December 1, 2002
between the Trust and the Indenture Trustee (the "Agreement"). As used herein,
the term "Policy Amount" shall mean, with respect to any Distribution Date,

         (x) the sum of (A) the lesser of (i) the Note Balance on such
         Distribution Date plus the Certificate Balance on such Distribution
         Date (after giving effect to any distribution of Available Collections
         and any funds withdrawn from the Reserve Account to pay principal to
         the Noteholders or the Certificateholders with respect to such
         Distribution Date) and (ii) the Net Principal Policy Amount on such
         Distribution Date (after giving effect to any funds withdrawn from the
         Reserve Account to pay principal to the Noteholders or the
         Certificateholders with respect to such Distribution Date), plus (B)
         Total Note Interest for such Distribution Date, plus (C) Total
         Certificate Interest for such Distribution Date, plus (D) Total
         Servicing Fee for the preceding Collection Period; less

         (y) all amounts on deposit in and available for withdrawal from the
         Reserve Account on such Distribution Date after giving effect to any
         funds withdrawn from the Reserve Account to pay principal to the
         Noteholders or the Certificateholders with respect to such Distribution
         Date.

         As used herein, the term "Net Principal Policy Amount" shall mean, on
any Distribution Date, the sum of the Note Balance as of the Closing Date plus
the Certificate Balance as of the Closing Date, minus all amounts previously
drawn on the Policy or withdrawn from the Reserve Account in either case with
respect to Monthly Note Principal or Monthly Certificate Principal.

         As used herein, the term "Insurance Agreement" shall mean the Insurance
and Reimbursement Agreement, dated as of December 5, 2002 among Pooled Auto
Securities Shelf LLC (the "Depositor"), CarMax Auto Superstores, Inc.,
individually, as seller (the "Seller") and as servicer (the "Servicer") and
MBIA.

         As used herein, the term "Insolvency Proceeding" means (i) the
commencement, after the date hereof, of any bankruptcy, insolvency, readjustment
of debt, reorganization, marshalling of assets and liabilities or similar
proceedings by or against the Seller, the Servicer, the Depositor or the Trust,
or (ii) the commencement, after the date hereof, of any proceedings by or
against the Seller, the Servicer, the Depositor or the Trust for the winding up
or liquidation of its affairs or (iii) the consent, after the date hereof, to
the appointment of a trustee, conservator, receiver, or liquidator in any
bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings of or relating to the Seller, the
Servicer, the Depositor or the Trust.

         Subject to the foregoing, if any amount paid or required to be paid in
respect of the Insured Obligation is voided (a "Preference Event") under any
applicable bankruptcy, insolvency, receivership or similar law in an Insolvency
Proceeding, and, as a result of such a Preference Event, the Beneficiary, the
Noteholders or the Certificateholders are required to return such voided
payment, or any portion of such voided payment made or to be made in

                                       2

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respect of the Notes or the Certificates, respectively (an "Avoided Payment"),
MBIA will pay an amount equal to each such Avoided Payment, irrevocably,
absolutely and unconditionally and without the assertion of any defenses to
payment, including fraud in inducement or fact or any other circumstances that
would have the effect of discharging a surety in law or in equity, upon receipt
by MBIA from the Beneficiary, the Noteholders or the Certificateholders of (x) a
certified copy of a final order of a court exercising jurisdiction in such
Insolvency Proceeding to the effect that the Beneficiary, the Noteholders or the
Certificateholders are required to return any such payment or portion thereof
prior to the Termination Date (as defined below) of this Policy because such
payment was voided under applicable law, with respect to which order the appeal
period has expired without an appeal having been filed (the "Final Order"), (y)
an assignment, in the form of Exhibit D hereto, irrevocably assigning to MBIA
all rights and claims of the Beneficiary, the Noteholders or the
Certificateholders relating to or arising under such Avoided Payment and (z) a
Notice for Payment in the form of Exhibit A hereto appropriately completed and
executed by the Beneficiary, the Noteholders or the Certificateholders. Such
payment shall be disbursed to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Final Order and not to the Beneficiary, the
Noteholders or the Certificateholders directly unless such Noteholder or such
Certificateholder (as the case may be) has returned principal and interest paid
on the Notes or the Certificates (as the case may be) to such receiver,
conservator, debtor-in-possession or trustee in bankruptcy, in which case such
payment shall be disbursed to such Noteholder or such Certificateholder (as the
case may be).

         Notwithstanding the foregoing, in no event shall MBIA be obligated to
make any payment in respect of any Avoided Payment, which payment represents a
payment of interest or the principal amount of the Notes or the Certificates,
prior to the time MBIA would have been required to make a payment in respect of
such interest or principal pursuant to the first paragraph of this Policy.

         Payment of amounts hereunder shall be made in immediately available
funds (x) pursuant to the first paragraph of this Policy on the later of (a)
12:00 noon, New York City time, on the Distribution Date or (b) 12:00 noon, New
York City time, on the second Business Day following presentation to MBIA and
State Street Bank and Trust Company, N.A., as Fiscal Agent for MBIA or any
successor fiscal agent appointed by MBIA (the "Fiscal Agent") (as hereinafter
provided) of a notice for payment in the form of Exhibit A hereto ("Notice for
Payment"), appropriately completed and executed by the Beneficiary, and (y) in
respect of Avoided Payments prior to 12:00 noon New York City time, on the
second Business Day following MBIA's receipt of the documents required under
clauses (x) through (z) of the second preceding paragraph. Any such documents
received by MBIA or the Fiscal Agent after 12:00 noon New York City time on any
Business Day or on any day that is not a Business Day shall be deemed to have
been received by MBIA or the Fiscal Agent, as applicable, prior to 12:00 noon on
the next succeeding Business Day. All payments made by MBIA hereunder will be
made with MBIA's own funds. A Notice for Payment under this Policy may be
presented to the Fiscal Agent and MBIA on any Business Day following the
Determination Date in respect of which the Notice for Payment is being
presented, by (a) delivery of the original Notice for Payment to the Fiscal
Agent and MBIA at their respective addresses set forth below, or (b) facsimile
transmission of the original Notice for Payment to the Fiscal Agent and MBIA at
their respective facsimile numbers set forth below. If presentation is made by
facsimile transmission, the Beneficiary shall (i) simultaneously confirm
transmission by telephone to the Fiscal Agent and MBIA at their respective
telephone numbers set forth below, and (ii) as soon as reasonably practicable,
deliver

                                       3

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the original Notice for Payment to the Fiscal Agent and MBIA at their respective
addresses set forth below.

         If any Notice for Payment received by the Fiscal Agent is not in proper
form or is otherwise insufficient for the purpose of making a claim hereunder,
it shall be deemed not to have been received by the Fiscal Agent and MBIA, and
MBIA or the Fiscal Agent, shall promptly so advise the Indenture Trustee, and
the Indenture Trustee may submit an amended Notice for Payment.

         Payments due hereunder unless otherwise stated herein will be disbursed
by the Fiscal Agent or MBIA to the Indenture Trustee on behalf of the
Noteholders and the Certificateholders by wire transfer of immediately available
funds in the amount of such payment.

         The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall
in no event be liable to the Noteholders or the Certificateholders for any acts
of the Fiscal Agent or any failure of MBIA to deposit or cause to be deposited
sufficient funds to make payments due under this Policy.

         MBIA hereby waives and agrees not to assert any and all rights to
require the Beneficiary to make demand on or to proceed against any person,
party or security prior to the Beneficiary demanding payment under this Policy.

         No defenses, set-offs and counterclaims of any kind available to MBIA
so as to deny payment of any amount due in respect of this Policy will be valid
and MBIA hereby waives and agrees not to assert any and all such defenses,
set-offs and counterclaims, including, without limitation, any such rights
acquired by subrogation, assignment or otherwise.

         MBIA shall be subrogated to the rights of the Noteholders and the
Certificateholders to receive payments under the Notes and the Certificates to
the extent of any payment by MBIA hereunder.

         Any rights of subrogation acquired by MBIA as a result of any payment
made under this Policy shall, in all respects, be subordinate and junior in
right of payment to the prior indefeasible payment in full of all amounts due
the Noteholders and the Certificateholders under the Notes and the Certificates.
MBIA's obligations under this Policy shall be discharged to the extent funds to
pay the Insured Obligation are deposited into the Collection Account, the Note
Payment Account or the Certificate Payment Account by the Servicer or the
Indenture Trustee, as applicable, in accordance with the Sale and Servicing
Agreement (except to the extent such payment is thereafter returned as an
Avoided Payment) or disbursed by MBIA as provided in this Policy, whether or not
such funds are properly applied by the Owner Trustee or the Beneficiary.

         This Policy is neither transferable nor assignable, in whole or in
part, except to a successor trustee duly appointed and qualified under the
Agreement. Such transfer and assignment shall be effective upon receipt by MBIA
of a copy of the instrument effecting such transfer and assignment signed by the
transferor and by the transferee, and a certificate, properly completed and
signed by the transferor and the transferee, in the form of Exhibit B hereto
(which shall be conclusive evidence of such transfer and assignment), and, in
such case, the transferee instead of the transferor shall, without the necessity
of further action, be entitled to all the benefits of and rights under this
Policy in the transferor's place, provided that, in such case, the Notice for
Payment presented hereunder shall be a certificate of the transferee and shall
be signed by one who states therein that he is a duly authorized officer of the
transferee.

                                       4

<PAGE>

         All notices, presentations, transmissions, deliveries and
communications made by the Beneficiary to MBIA with respect to this Policy
shall specifically refer to the number of this Policy and shall be made to MBIA
at:

                  MBIA Insurance Corporation
                  113 King Street
                  Armonk, N.Y. 10504
                  Attention: Insured Portfolio Management,
                                 Structured Finance
                  Telephone: (914) 273-4545
                  Facsimile: (914) 765-3131

or such other address, telephone number or facsimile number as MBIA may
designate to the Beneficiary in writing from time to time. Each such notice,
presentation, transmission, delivery and communication shall be effective only
upon actual receipt by MBIA.

         Any notice hereunder delivered to the Fiscal Agent may be made at the
address listed below for the Fiscal Agent or such other address as MBIA shall
specify in writing to the Indenture Trustee, the Seller and the Depositor.

         The notice address of the Fiscal Agent is 61 Broadway, 15th Floor, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency,
Facsimile: (212) 612-3201, Telephone: (212) 612-3458 or such other address as
the Fiscal Agent shall specify in writing to the Indenture Trustee, the Seller
and the Depositor.


         The obligations of MBIA under this Policy are irrevocable, primary,
absolute and unconditional (except as expressly provided herein) and neither the
failure of the Indenture Trustee, the Depositor, the Seller, the Servicer, the
Trust or any other person to perform any covenant or obligation in favor of MBIA
(or otherwise), nor the failure or omission to make a demand permitted
hereunder, nor the commencement of any bankruptcy, debtor or other insolvency
proceeding by or against the Indenture Trustee, the Depositor, the Seller, the
Servicer, the Trust or any other person shall in any way affect or limit MBIA's
obligations under this Policy. If an action or proceeding to enforce this Policy
is brought by the Beneficiary, the Beneficiary shall be entitled to recover from
MBIA costs and expenses reasonably incurred, including without limitation
reasonable fees and expenses of counsel.

         There shall be no acceleration payment due under this Policy unless
such acceleration is at the sole option of MBIA.

         This Policy and the obligations of MBIA hereunder shall terminate on
the day (the "Termination Date") on which the earliest of the following occurs:
(i) MBIA receives written notice, signed by the Beneficiary, substantially in
the form of Exhibit C hereto, stating that the Agreement has been terminated
pursuant to its terms, (ii) the date which is ninety-one days following the
Distribution Date occurring on June 15, 2009 and (iii) the date which is
ninety-one days following the Distribution Date upon which the later of the
final distribution on the Notes or the Certificates is made.

         The foregoing notwithstanding, if an Insolvency Proceeding is existing
during the ninety-one day period set forth in clauses (ii) or (iii) above, then
this Policy and MBIA's obligations hereunder shall terminate on (and the
"Termination Date" shall be) the later of (i) the date of the

                                     5

<PAGE>

conclusion or dismissal of such Insolvency Proceeding without continuing
jurisdiction by the court in such Insolvency Proceeding, and (ii) the date on
which MBIA has made all payments required to be made under the terms of this
Policy in respect of Avoided Payments.

         This Policy is not covered by the property/casualty insurance fund
specified in Article Seventy-Six of the New York State insurance law.

         This Policy sets forth in full the undertaking of MBIA, and shall not
be modified, altered or affected by any other agreement or instrument, including
any modification or amendment to any other agreement or instrument, or by the
merger, consolidation or dissolution of the Trust or any other Person and may
not be canceled or revoked by MBIA prior to the time it is terminated in
accordance with the express terms hereof. The Premium on this Policy is not
refundable for any reason.

         This Policy shall be returned to MBIA upon termination.

         THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
PRINCIPLES THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION.

                                       6

<PAGE>

         IN WITNESS WHEREOF, MBIA has caused this Policy to be duly executed on
the date first written above.

                         MBIA INSURANCE CORPORATION

                         By: /s/ Gary C. Dunton
                             ---------------------
                             Name   Gary C. Dunton
                             Title: President


                         By: /s/ Amy R. Gonch
                             ---------------------
                             Name:  Amy R. Gonch
                             Title: Asst. Secretary



                                       7

<PAGE>

                                                Exhibit A to Policy Number 39760

MBIA Insurance Corporation
113 King Street
Armonk, New York  10504
Attention: Insured Portfolio Management,
             Structured Finance


                               NOTICE FOR PAYMENT

                            UNDER POLICY NUMBER 39760

         ______________, as indenture trustee (the "Indenture Trustee"), hereby
certifies to MBIA Insurance Corporation ("MBIA") with reference to that certain
Policy, Number 39760 dated December 5, 2002 (the "Policy"), issued by MBIA in
favor of the Indenture Trustee under the Indenture, dated as of December 1, 2002
(the "Agreement") between CarMax Auto Owner Trust 2002-2 and Wells Fargo Bank
Minnesota, National Association, as indenture trustee, as follows:

         1. The Indenture Trustee is the Beneficiary under the Policy.

         2. The Indenture Trustee is entitled to make a demand under the Policy
[pursuant to Section 4.6(c) of the Sale and Servicing Agreement][as a result of
the occurrence of a Preference Event as defined in the Policy].

[For a Notice for Payment in respect of a Distribution Date use the following
paragraphs 3,4, and 5.]

         3. This notice relates to the [insert date] Distribution Date. The
Policy Amount, as specified to the Indenture Trustee by the Servicer, for such
Distribution Date is $ . The amount demanded by this notice for the benefit of
the Noteholders and the Certificateholders does not exceed such Policy Amount.

         4. The Indenture Trustee demands payment of $_______ which consists of
[Total Servicing Fee in the amount of $_______]; [Total Note Interest in the
amount of $___________]; [Total Certificate Interest in the amount of
$____________]; [Monthly Note Principal in the amount of $___________]; [and
Monthly Certificate Principal in the amount of $_____________].

         5. The amount demanded is to be paid in immediately available funds to
the Collection Account at [       ], account number [       ] [except that
$_____ of such amount is to be paid to the Certificate Payment Account at
____________, account number ____________].

[For a Notice for Payment in respect of an Avoided Payment use the following
paragraphs 3, 4, and 5.]

         3. The Indenture Trustee hereby represents and warrants, based upon
information available to it, that (i) the amount entitled to be drawn under the
Policy on the date hereof in

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respect of Avoided Payments is [$               ], (ii) each Noteholder and
                                 ---------------
Certificateholder with respect to which the drawing is being made under the
Policy has paid or simultaneously with such draw on the Policy will pay such
Avoided Payment, and (iii) the documents required by the Policy to be delivered
in connection with such Avoided Payment have previously been presented to MBIA
or are attached hereto.

         4. The Indenture Trustee hereby demands payment of the Avoided Payment
in the amount of [$                  ] and the Indenture Trustee hereby
                   ------------------
represents and warrants, based upon information available to it, that such
amount is not in excess of the sum of (i) the Policy Amount calculated without
regard to clause (x)(A)(i) of the definition thereof, as of the date hereof, and
(ii) interest thereon (which interest is the amount paid to the Noteholders or
the Certificateholders on the date the Trust made the payment that has been
voided).

         5. The amount demanded is to be paid in immediately available funds by
wire transfer to [                  ].
                  ------------------

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Agreement.

         Any Person Who Knowingly And With Intent To Defraud Any Insurance
Company Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading Information Concerning Any Fact Material Thereof, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil
Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim
For Each Such Violation.

         IN WITNESS WHEREOF, this notice has been executed this       day of
                                                                -----
                       ,    .
----------------------   ---

__________________, as Indenture Trustee

By:________________________

      Authorized Officer

                                       2

<PAGE>

                                                Exhibit B to Policy Number 39760

MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention:  Insured Portfolio Management,
            Structured Finance

Dear Sirs:

         Reference is made to that certain Policy, Number 39760 dated December
5, 2002 (the "Policy") which has been issued by MBIA Insurance Corporation in
favor of Wells Fargo Bank Minnesota, National Association, as Indenture Trustee.

         The undersigned [Name of Transferor] has transferred and assigned (and
hereby confirms to you said transfer and assignment) all of its rights in and
under said Policy to [Name of Transferee] and confirms that [Name of Transferor]
no longer has any rights under or interest in said Policy.

         Transferor and Transferee have indicated on the face of said Policy
that it has been transferred and assigned to Transferee.

         Transferee hereby certifies that it is a duly authorized transferee
under the terms of said Policy and is accordingly entitled, upon presentation of
the document(s) called for therein, to receive payment thereunder.



-------------------------
[Name of Transferor]



By:______________________

     [Name and Title of
     Authorized Officer of
     Transferor




-------------------------
[Name of Transferee]



By:______________________
     [Name and Title of
     Authorized Officer of
     Transferee]

<PAGE>

                                                Exhibit C to Policy Number 39760

MBIA Insurance Corporation
113 King Street
Armonk, New York  10504
Attention: Insured Portfolio Management,
           Structured Finance

Dear Sirs:


         Reference is made to that certain Policy, Number 39760 dated December
5, 2002 (the "Policy"), issued by MBIA in favor of the Indenture Trustee under
the Indenture dated as of December 1, 2002 between CarMax Auto Owner Trust
2002-2 and Wells Fargo Bank Minnesota, National Association, as indenture
trustee (the "Indenture Trustee") (the "Agreement").

         The undersigned hereby certifies and confirms that the Agreement and
the Trust have been terminated, with respect to the Noteholders and the
Certificateholders, pursuant to their terms and that the Collection Account
contains sufficient funds after taking into account all payments [ ] to pay in
full all payments due under presently outstanding Notes and Certificates
(referred to in said Policy) and to pay in full all payments due to MBIA under
the Agreement and the Insurance and Reimbursement Agreement dated as of December
5, 2002 among CarMax Auto Superstores, Inc., individually, as Seller and as
Servicer, Pooled Auto Securities Shelf LLC and MBIA. Accordingly, said Policy is
hereby terminated in accordance with its terms. The Indenture Trustee hereby
surrenders the Policy to MBIA for cancellation and hereby instructs MBIA to
cancel the same, effective on the date of its receipt of this certificate.

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Agreement.

         IN WITNESS WHEREOF, this notice has been executed this      day of
                                                                ----
                       ,     .
----------------------   ----


__________________, as Indenture Trustee



By:________________________
     Authorized Officer


                                       2

<PAGE>

                                                Exhibit D to Policy Number 39760

                               Form of Assignment

         Reference is made to that certain Policy No. 39760, dated December 5,
2002 (the "Policy") issued by MBIA Insurance Corporation ("MBIA") relating to
the CarMax Auto Owner Trust 2002-2. Unless otherwise defined herein, capitalized
terms used in this Assignment shall have the meanings assigned thereto in the
Policy or as incorporated by reference therein. In connection with the Avoided
Payment of [$   ] [paid on _________] [which is being paid on the date hereof]
by the undersigned (the "Holder") and the payment by MBIA in respect of such
Avoided Payment pursuant to the Policy, the Holder hereby irrevocably and
unconditionally, without recourse, representation or warranty (except as
provided below), sells, assigns, transfers, conveys and delivers all of such
Holder's rights, title and interest in and to any rights or claims, whether
accrued, contingent or otherwise, which the Holder now has or may hereafter
acquire, against any person relating to, arising out of or in connection with
such Avoided Payment. The Holder represents and warrants that such claims and
rights are free and clear of any lien or encumbrance created or incurred by such
Holder./1/

----------------------------
Holder of Note or Certificate



--------
         /1/ In the event that the terms of this form of assignment are
reasonably determined to be insufficient solely as a result of a change of law
or applicable rules after the date of the Policy to fully vest all of the
Holder's right, title and interest in such rights and claims, the Holder and
MBIA shall agree on such other form as is reasonably necessary to effect such
assignment, which assignment shall be without recourse, representation or
warranty except as provided above.