exhibit101.htm


    
      
        

      
Exhibit 10.1

     

     

    


      


      AMENDMENT

      TO
THE

      CARMAX,
INC. BENEFIT RESTORATION PLAN

      


      


      WHEREAS, CarMax, Inc. (the
“Company”) maintains the CarMax, Inc. Benefit Restoration Plan (the “Plan”) for
the benefit of a select group of its management employees;

       

      WHEREAS, pursuant to Plan
Section 6.1, the Company has the authority to amend the Plan at any
time;

       

      WHEREAS, the Board of
Directors of the Company (the “Board”) has authorized the amendment of the Plan
to freeze participation and benefit accruals effective December 31, 2008;
and

       

      WHEREAS, the Board has
authorized and directed the Chief Executive Officer or the Chief Financial
Officer of the Company to implement changes to the Plan to freeze participation
and benefit accruals effective December 31, 2008.

       

      NOW THEREFORE BE IT RESOLVED,
that the Plan is amended, effective January 1, 2009, as follows:

      


      I.           The
Introduction is amended to replace the last sentence of the first paragraph to
read as follows:

      


      This
amendment and restatement is effective January 1, 2009, and reflects the
amendment effective December 31, 2008, to cease additional benefit accruals of
all Plan Participants effective as of December 31, 2008, and to limit
participation in the Plan to those individuals who were Plan Participants as of
December 31, 2008.

      


      II.           Plan
section 1.3(d) is amended to add the following sentence to the end
thereof:

      


      The
Effective Date of this amendment and restatement is January 1,
2009.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      III.           Plan
sections 2.1 and 2.2 are amended to add the following sentence to the end of
each:

      


      Effective
January 1, 2009, no individual can become a Participant who was not already a
Participant on December 31, 2008.

      


      IV.           Plan
section 3.1 is amended to add the following new subjection (d):

      


      (d)           Effective
January 1, 2009, no years of Benefit Service after December 31, 2008, will be
counted under the Plan for purposes of accruing a Supplemental
Benefit.  Participants who are employed on December 31, 2008, and who
continue to be employed after such date shall earn additional years of Benefit
Service under this Plan section solely for purposes of eligibility to receive
the Supplemental Benefit earned by such Participant as of December 31,
2008.  Such additional years of Benefit Service shall be determined in
the same manner as additional years of Vesting Service (as defined in the
Pension Plan) credited to such Participant under the Pension Plan after
December 31, 2008.

      


      V.    Plan Article III is
amended to add the following new subsection to the end thereof:

       

      3.6   Freezing Benefit
Service.  Pursuant to the amendments made to the Pension Plan,
no additional imputed Benefit Service shall be credited pursuant to Plan section
3.5 after December 31, 2008.  

       

      


      
      

      


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      To record the adoption, the Company has
caused this Amendment to be signed on the 21st  day
of October, 2008.

      


      


      


      CARMAX, INC.

      


      


      


      /s/ Keith D.
Browning                                                                           

      Keith D. Browning

      Executive Vice President
and

      Chief Financial Officer