exhibit102.htm


    
      
        

      
Exhibit 10.2

     

     

    



    


    


    


    


    


    


    


    


    


    CARMAX,
INC.

    


    RETIREMENT
RESTORATION PLAN

    


    


    


    


    Effective
January 1, 2009

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

     

     

    


    TABLE OF
CONTENTS

     

     

    
      
        	 	 	Page 
	
                INTRODUCTION

              	 
      	
                1

              
	
                ARTICLE
      I

              	
                DEFINITIONS

              	
                2

              
	 
      	
                1.01

              	
                Account

              	
                2

              
	 
      	
                1.02

              	
                Administrator

              	
                2

              
	 
      	
                1.03

              	
                Beneficiary

              	
                2

              
	 
      	
                1.04

              	
                Board

              	
                2

              
	 
      	
                1.05

              	
                Code

              	
                2

              
	 
      	
                1.06

              	
                Committee

              	
                2

              
	 
      	
                1.07

              	
                Company

              	
                3

              
	 
      	
                1.08

              	
                Compensation

              	
                3

              
	 
      	
                1.09

              	
                Eligible
      Employee

              	
                3

              
	 
      	
                1.10

              	
                Employee

              	
                3

              
	 
      	
                1.11

              	
                ERISA

              	
                3

              
	 
      	
                1.12

              	
                Key
      Employee

              	
                3

              
	 
      	
                1.13

              	
                Matching
      Contribution

              	
                4

              
	 
      	
                1.14

              	
                Matching
      Contribution Account

              	
                4

              
	 
      	
                1.15

              	
                Participant

              	
                4

              
	 
      	
                1.16

              	
                Plan

              	
                4

              
	 
      	
                1.17

              	
                Plan
      Compensation

              	
                4

              
	 
      	
                1.18

              	
                Plan
      Year

              	
                4

              
	 
      	
                1.19

              	
                Related
      Company

              	
                4

              
	 
      	
                1.20

              	
                Retire

              	
                4

              
	 
      	
                1.21

              	
                Retirement
      Contribution

              	
                4

              
	 
      	
                1.22

              	
                Retirement
      Restoration Contribution

              	
                5

              
	 
      	
                1.23

              	
                Retirement
      Restoration Contribution Account

              	
                5

              
	 
      	
                1.24

              	
                Retirement
      Savings Plan

              	
                5

              
	 
      	
                1.25

              	
                Salary
      Reduction Contribution

              	
                5

              
	 
      	
                1.26

              	
                Salary
      Reduction Contribution Account

              	
                5

              
	 
      	
                1.27

              	
                Salary
      Reduction Election

              	
                5

              
	 
      	
                1.28

              	
                Spouse
      or Surviving Spouse

              	
                5

              
	 
      	
                1.29

              	
                Termination
      of Employment

              	
                6

              
	 
      	
                1.30

              	
                Totally
      and Permanently Disabled

              	
                6

              
	 
      	
                1.31

              	
                Valuation
      Date

              	
                6

              
	 
      	
                1.32

              	
                Year
      of Vesting Service

              	
                6

              
	
                ARTICLE
      II

              	
                ELIGIBILITY
      AND PARTICIPATION

              	
                7

              
	 
      	
                2.01

              	
                Eligibility
      Requirements

              	
                7

              
	 
      	
                2.02

              	
                Participation
      in the Plan

              	
                7

              
	 
      	
                2.03

              	
                Salary
      Reduction Election

              	
                7

              


      





    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    



    
      	
              ARTICLE
      III

            	
              ACCOUNTS
      AND INVESTMENTS

            	
              8

            
	 
      	
              3.01

            	
              Establishment
      of Accounts

            	
              8

            
	 
      	
              3.02

            	
              Retirement
      Restoration Contributions

            	
              8

            
	 
      	
              3.03

            	
              Salary
      Reduction Contributions

            	
              8

            
	 
      	
              3.04

            	
              Matching
      Contributions

            	
              8

            
	 
      	
              3.05

            	
              Investment
      Options and Allocation of Net Income/Loss

            	
              9

            
	 
      	
              3.06

            	
              Vesting

            	
              9

            
	
              ARTICLE
      IV

            	
              DISTRIBUTION

            	
              10

            
	 
      	
              4.01

            	
              Payment
      of Benefits

            	
              10

            
	 
      	
              4.02

            	
              Form
      of Distribution

            	
              10

            
	 
      	
              4.03

            	
              Federal
      Income Tax Withholding

            	
              10

            
	 
      	
              4.04

            	
              Discharge
      of Obligation

            	
              10

            
	
              ARTICLE
      V

            	
              ADMINISTRATION

            	
              11

            
	 
      	
              5.01

            	
              Administrator

            	
              11

            
	 
      	
              5.02

            	
              Powers
      of Administrator

            	
              11

            
	 
      	
              5.03

            	
              Benefit
      Claims Review Procedure

            	
              12

            
	 
      	
              5.04

            	
              Administrative
      Costs

            	
              12

            
	 
      	
              5.05

            	
              Fiduciary
      Discretion

            	
              12

            
	
              ARTICLE
      VI

            	
              AMENDMENT
      AND TERMINATION OF THE PLAN

            	
              13

            
	 
      	
              6.01

            	
              Amendment
      of the Plan

            	
              13

            
	 
      	
              6.02

            	
              Termination
      of the Plan

            	
              13

            
	
              ARTICLE
      VII

            	
              GENERAL
      PROVISIONS

            	
              14

            
	 
      	
              7.01

            	
              No
      Guarantee of Employment

            	
              14

            
	 
      	
              7.02

            	
              Unfunded
      Plan

            	
              14

            
	 
      	
              7.03

            	
              Trust

            	
              14

            
	 
      	
              7.04

            	
              Payments
      to Minors and Incompetents

            	
              14

            
	 
      	
              7.05

            	
              Non-Alienation
      of Benefits

            	
              15

            
	 
      	
              7.06

            	
              Headings
      and Subheadings

            	
              15

            
	 
      	
              7.07

            	
              Use
      of Masculine and Feminine; Singular and Plural

            	
              15

            
	 
      	
              7.08

            	
              Beneficiary
      Designation

            	
              15

            
	 
      	
              7.09

            	
              Errors
      and Omissions

            	
              15

            
	 
      	
              7.10

            	
              Governing
      Law

            	
              15

            
	 
      	
              7.11

            	
              Omnibus
      Provisions

            	
              15

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    



    INTRODUCTION

    


    The CarMax, Inc., Retirement
Restoration Plan is adopted effective January 1, 2009.  The
purpose of the Plan is to supplement the benefits payable for a select group of
management or highly compensated employees of CarMax, Inc. and its affiliates to
the extent that retirement contributions are limited under the CarMax, Inc.,
Retirement Savings Plan as a result of the application of sections 415 and
401(a)(17) of the Internal Revenue Code of 1986, as amended.  The Plan
is also intended to provide supplemental savings to eligible employees through a
program of salary reduction contributions (that are matched, in part, by
employer contributions in accordance with the terms of the Plan).  The
Company has determined that the adoption of the Retirement Restoration Plan will
assist in attracting and retaining those employees whose abilities and
experience will contribute to its continued success.

    


    The Plan is intended to be a plan that
is unfunded and maintained by the Company for the purpose of providing deferred
compensation for a select group of management or highly compensated employees as
described in the Employee Retirement Income Security Act of 1974, as
amended.  The Plan also is intended to satisfy the requirements of
Code section 409A.  All questions concerning the Plan should be
interpreted in light of the Company’s intention to conform to the applicable
requirements of ERISA and Code section 409A.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
I

    


    DEFINITIONS

    


    


    
      	
              1.01  

            	
              Account

            


    

    


    Account means the account or
bookkeeping record reflecting a Participant’s interest in the Plan.  A
Participant may have several Accounts under the Plan, including a Salary
Reduction Contribution Account, a Matching Contribution Account and a Retirement
Restoration Contribution Account.  When the term “Account” is used
without modification, it means the sum of all the Participant’s Plan
Accounts.

    


    
      	
              1.02  

            	
              Administrator

            


    

    


    Administrator
means the committee appointed as Administrator by the Chief Financial Officer in
accordance with Article V.

    


    
      	
              1.03  

            	
              Beneficiary

            


    

    


    Beneficiary means the person or entity
specified by a Participant by the method prescribed by the Administrator for
that purpose.  If a Participant does not designate a Beneficiary or if
the designated Beneficiary predeceased the Participant or is not in existence on
the date of the Participant’s death, then Beneficiary means the Participant’s
Surviving Spouse, or if there is no Surviving Spouse, the executor(s) or
administrator(s) of the Participant’s estate.

    


    
      	
              1.04  

            	
              Board

            


    

    


    Board means the Board of Directors of
CarMax, Inc.

    


    
      	
              1.05  

            	
              Code

            


    

    


    Code means the Internal Revenue Code of
1986, as amended, or any subsequently enacted federal revenue law.  A
reference to a particular section of the Code shall include a reference to any
regulations issued under the section and to the corresponding section of any
subsequently enacted federal revenue law.

    


    
      	
              1.06  

            	
              Committee

            


    

    


    Committee
means the Compensation and Personnel Committee of the Board.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    


    
      	
              1.07  

            	
              Company

            


    

    


    Company
means CarMax, Inc., and all of its Related Companies, subsidiaries and divisions
except for those Related Companies, subsidiaries and divisions whose employees
or segments thereof have not been designated to be included in this
Plan.  Where only a segment of a Related Company’s, subsidiary’s or
division’s employees has been designated for coverage hereunder, “Company”
applies to such Related Company, subsidiary or division only as it relates to
such entity’s employees eligible for coverage.

    


    
      	
              1.08  

            	
              Compensation

            


    

    


    Compensation means “Compensation,” as
defined under the Retirement Savings Plan, without regard to the subsections of
the Retirement Saving Plan “Compensation” definition:

    


    (a)           that
relate to top-heavy rules and anti-discrimination rules; and

    


    (b)           that
impose the limits prescribed and adjusted by Code section 401(a)(17) and
415(d).

    


    
      	
              1.09  

            	
              Eligible
      Employee

            


    

    


    Eligible Employee means an Employee who
is a member of a select group of management or highly compensated employees of
the Company.

    


    
      	
              1.10
        

            	
              Employee

            


    

     

    Employee means a person employed by the
Company as a common law employee on the Company’s U.S. payroll.  It is
expressly intended that persons not employed as common law employees on the
Company’s U.S. payroll are to be excluded from participation in the Plan, even
if a court or administrative agency determines that such individuals are common
law employees.  The term “Employee” shall not include independent
contractors or leased employees within the meaning of Code section
414(n)(2).

     

    
      	
              1.11
       

            	
              ERISA

            


    

     

    ERISA means the Employee Retirement
Income Security Act of 1974, as amended from time to time and as construed,
interpreted and modified by regulations or rulings.

    


    
      	
              1.12
       

            	
              Key
      Employee

            


    

     

    Key
Employee means a Participant who, as of December 31st of a
calendar year, meets the requirements of Code section 416(i)(1)(A)(i), (ii) or
(iii) applied in accordance with the regulations thereunder and disregarding
Code section 416(i)(5).  A Participant who meets the criteria in the
preceding sentence will be considered a Key Employee for purposes of the Plan
for the 12-month period commencing on the next following April 1.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    

      	
              1.13  

            	
              Matching
      Contribution

            


    

     

    Matching Contribution means any
unfunded matching contribution allocation made for the benefit of the
Participant by the Company under Plan section 3.04.

     

    
      	
              1.14  

            	
              Matching Contribution
      Account

            


    

     

    Matching Contribution Account means the
account or bookkeeping record reflecting the Matching Contributions made on
behalf of a Participant.

    


    
      	
              1.15  

            	
              Participant

            


    

     

    Participant means an Eligible Employee
who satisfies the requirements of Article II.

    


    
      	
              1.16  

            	
              Plan

            


    

    


    Plan means the CarMax, Inc. Retirement
Restoration Plan.

    


    
      	
              1.17  

            	
              Plan
      Compensation

            


    

    


    Plan Compensation means the excess (if
any) of (a) the Participant’s Compensation for the Plan Year over (b) the annual
tax-qualified plan compensation limitation set forth under Code section
401(a)(17), as adjusted for that Plan Year.

    


    
      	
              1.18  

            	
              Plan
      Year

            


    

    


    Plan Year means the annual period
beginning on January 1 and ending on December 31.

    


    
      	
              1.19  

            	
              Related
      Company

            


    

    


    Related Company means any corporation
which, when considered with the Company, would constitute a controlled group of
corporations within the meaning of Code section 1563(a), determined without
regard to Code sections 1563(a)(4) and 1563(e)(3)(C) or any entity, whether or
not incorporated which, when considered with the Company, would constitute a
controlled group in accordance with Code section 414(c) and regulations
promulgated thereunder.

    


    
      	
              1.20  

            	
              Retire

            


    

    


    Retire means a Termination of
Employment by a Participant at or after age 65, other than due to
death.

    


    
      	
              1.21
       

            	
              Retirement
      Contribution

            


    

    


    Retirement Contribution means
“Retirement Contribution,” as defined under the Retirement Savings
Plan.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    
      	
              1.22  

            	
              Retirement Restoration
      Contribution

            


    

     

    Retirement
Restoration Contribution means the Company’s unfunded contribution to a
Participant’s Account as provided in Plan section 3.02.

    


    
      	
              1.23  

            	
              Retirement Restoration
      Contribution Account

            


    

     

    Retirement
Restoration Contribution means the account or bookkeeping record reflecting the
Retirement Restoration Contributions made on behalf of a
Participant.

    


    
      	
              1.24  

            	
              Retirement Savings
      Plan

            


    

     

    Retirement Savings Plan means the
CarMax, Inc., Retirement Savings Plan, as in effect on January 1, 2009, and as
subsequently amended for the applicable time.

    


    
      	
              1.25  

            	
              Salary Reduction
      Contribution

            


    

    


    Salary Reduction Contribution means a
Participant’s elective deferrals made at the election of the Participant
pursuant to Plan section 2.03.

    


    
      	
              1.26  

            	
              Salary Reduction
      Contribution Account

            


    

    


    Salary Reduction Contribution Account
means the account or bookkeeping record reflecting the Participant’s Salary
Reduction Contributions.

    


    
      	
              1.27  

            	
              Salary Reduction
      Election

            


    

     

    Salary Reduction Election means the
deferral election made by a Participant pursuant to Plan section
2.03.

    


    
      	
              1.28  

            	
              Spouse or Surviving
      Spouse

            


    

    


    Spouse or
Surviving Spouse means the person to whom the Participant is legally married as
determined under federal law and under the laws of the state of his domicile, on
his death or on the date benefits are paid, whichever is earlier.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    


    
      	
              1.29  

            	
              Termination of
      Employment

            


    

     

    Termination of Employment means a
Participant’s separation from service from the Company, whether an Employee
Retires or through any other termination of employment, within the meaning of
Code section 409A and Treasury Regulations thereunder.

    


    
      	
              1.30  

            	
              Totally and
      Permanently Disabled

            


    

    


    Totally and Permanently Disabled means
the Participant is (a) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (b) by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under a
disability plan covering employees of the Company.

    


    
      	
              1.31  

            	
              Valuation
      Date

            


    

     

    Valuation Date means any day that the
New York Stock Exchange is open for business.

    


    
      	
              1.32  

            	
              Year of Vesting
      Service

            


    

    


    Year of
Vesting Service means each Plan Year for which an Employee is entitled to a Year
of Vesting Service in accordance with and subject to the rules set forth in the
Retirement Savings Plan.

    


    


    
      
        
           


        

        
          6

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
II

    


    ELIGIBILITY AND
PARTICIPATION

    


    


    
      	
              2.01  

            	
              Eligibility
      Requirements

            


    

    


    An
individual shall become a Participant in the Plan as of the first day of the
first Plan Year in which such individual is an Eligible Employee whose
Compensation for such Plan Year exceeds the compensation dollar limit imposed
under Code section 401(a)(17) (for example, $230,000 for calendar year
2008).

    


    
      	
              2.02  

            	
              Participation in the
      Plan

            


    

    


    (a)           An
Eligible Employee who wishes to make Salary Reduction Contributions under the
Plan must submit a Salary Reduction Election to the Administrator in accordance
with the procedures set forth in Plan section 2.03.

    


    (b)           Each
Eligible Employee and Participant must correctly disclose to the Administrator
all requested information necessary for the administration of the
Plan.

    


    (c)           A
Participant shall continue to be a Participant of the Plan until the date that
he is no longer entitled to benefits under the Plan.

    


    
      	
              2.03  

            	
              Salary Reduction
      Election

            


    

    


    (a)           Amount of Salary
Reduction Contributions.  A Participant may elect to defer a
percentage (in one percent (1%) increments) of his Plan Compensation under the
Plan up to the maximum percentage announced by the Administrator each Plan
Year.

    


    (b)           Elections.  Except
as provided in Plan section 2.03(c), a Participant may make an election to defer
Plan Compensation for a Plan Year only if such election is made no later than
December 31 of the prior Plan Year, or by such earlier date as may be announced
by the Administrator.  Such Salary Reduction Election shall remain in
effect for the entire Plan Year and for all subsequent Plan Years until the
Participant revokes such election or timely files a new Salary Reduction
Election applicable to subsequent Plan Years.  Each Salary Reduction
Election shall be made on a form provided by the Administrator and shall specify
such additional information as the Administrator may require.

    


    (c)           First Year of
Eligibility.  In the first Plan Year in which an Eligible
Employee becomes eligible to participate in the Plan, the Eligible Employee must
make an initial Salary Reduction Election within 30 days after he becomes
eligible to participate in the Plan.  Such Salary Reduction Election
shall only be valid with respect to Compensation paid for services rendered
after the date of the initial deferral election.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
III

    


    ACCOUNTS AND
INVESTMENTS

    


    


    
      	
              3.01  

            	
              Establishment of
      Accounts

            


    

    


    The Administrator shall establish and
maintain a Salary Reduction Contribution Account, a Matching Contribution
Account and a Retirement Restoration Contribution Account for each Participant
in the Plan.  As required for appropriate recordkeeping, the
Administrator may establish and name subaccounts for each
Participant.

    


    
      	
              3.02  

            	
              Retirement Restoration
      Contributions

            


    

    


    If a
Retirement Contribution is declared under the Retirement Savings Plan for a Plan
Year, as soon as practicable after the end of such Plan Year, the Company shall
credit to the Participant’s Retirement Restoration Contribution Account an
amount equal to (a) the percentage declared under the Retirement Savings Plan
for purposes of calculating that Participant’s Retirement Contribution, if
any, times (b) the
Participant’s Plan Compensation.  A Participant will not receive a
Retirement Restoration Contribution for a Plan Year unless the Participant
receives a Retirement Contribution for a Plan Year.  A Participant
must be employed on the last day of such Plan Year to be eligible for a
Retirement Restoration Contribution except in the case of a Participant who has
died, or who has Retired after completing 1,000 Hours of Service (for purposes
of the Retirement Savings Plan), during the Plan Year.

    


    
      	
              3.03  

            	
              Salary Reduction
      Contributions

            


    

    


    If a Participant makes a Salary
Reduction Election under Plan section 2.03 for a Plan Year, the Company shall
credit to the Participant’s Salary Reduction Contribution Account each pay
period an amount equal to the amount of Plan Compensation deferred pursuant to
such Participant’s Salary Reduction Election.

     

    
      	
              3.04  

            	
              
                Matching
      Contributions

              

            


    

    


    A Participant who makes a Salary
Reduction Contribution and who has completed at least one Eligibility
Computation Period (as defined in the Retirement Savings Plan) shall be entitled
to a Matching Contribution with respect to such Salary Reduction
Contribution.  The amount of such Matching Contribution shall be equal
to fifty percent (50%) of a percentage (as announced by the Administrator) of
such Salary Reduction Contribution for such Plan Year, but not to exceed five
percent (5%) of such Salary Reduction Contribution for the Plan
Year.

    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    
      	
              3.05  

            	
              Investment Options and
      Allocation of Net
Income/Loss

            


    

    


    (a)           A
Participant shall select investment options at the time he files an application
to become a Participant (any such selections shall be in increments of one
percent (1%)).  If a Participant does not select the funds in which
his Account shall be invested, his Account shall be invested in the manner
determined by the Administrator or, if no such determination is announced, in
the applicable default investment fund or funds under the Retirement Savings
Plan.  A Participant may change his investment options on a daily
basis.

    


    (b)           As
of each Valuation Date, the Company shall credit to each Participant electing
investment in a fund, the net income (or loss), including all realized and
unrealized gains and losses, of that fund since the last Valuation Date
attributable to his Account, according to the ratio of the portion of each
Participant’s Account invested in that fund as of the day immediately following
the last Valuation Date, less any withdrawals or transfers since such date, to
the sum of all portions of the Participants’ Account balances invested in that
fund, similarly determined.

    


    (c)           All
investments under this Plan section are deemed investments used solely for
measurement of the value of a Participant’s Account.

    


    
      	
              3.06  

            	
              Vesting

            


    

    


    (a)           Salary Reduction
Contribution Account.  A Participant shall at all times have a
one hundred percent (100%) vested, nonforfeitable interest in his Salary
Reduction Contribution Account.

    


    (b)           Matching
Contribution and Retirement Restoration Contribution Accounts. A Participant who dies
or Retires shall have a one hundred percent (100%) vested, nonforfeitable
interest in his Matching Contribution and Retirement Restoration Contribution
Accounts.  Otherwise, a Participant shall have a one hundred percent
(100%) vested, nonforfeitable interest in his Matching Contribution and
Retirement Restoration Contribution Accounts only after he has completed three
Years of Vesting Service with the Company.  Prior to the vesting
events described in this Plan section 3.06, a Participant’s Matching
Contribution and Retirement Restoration Contribution Accounts shall be entirely
forfeitable.

    


    


    


    
      
        
           


        

        
          9

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
IV

    


    DISTRIBUTIONS

    


    


    
      	
              4.01  

            	
              Payment of
      Benefits

            


    

    


    (a)           In
the event of a Participant’s Termination of Employment (including due to death)
or Total and Permanent Disability, the Plan shall pay the Participant or his
Beneficiary, as the case may be, the total vested value of the Participant’s
Account.  Such payment shall be made within sixty (60) days following
(i) the Participant’s Termination of Employment, (ii) death or (iii) the date
such Participant is determined to be Totally and Permanently
Disabled.

    


    (b)           Notwithstanding
Plan section 4.01(a), if required by Code section 409A, for a Participant who is
entitled to a distribution upon Termination of Employment other than due to
death or Total and Permanent Disability, and who is a Key Employee on the date
of his Termination of Employment, the Plan shall pay the Participant the total
vested value of the Participant’s Account on the first day of the month
following the six-month anniversary of such Participant’s Termination of
Employment.

    


    
      	
              4.02  

            	
              Form of
      Distribution

            


    

    


    Payment
shall be made from the Plan to a Participant or Beneficiary in a single sum in
cash.

    


    
      	
              4.03  

            	
              Federal Income Tax
      Withholding

            


    

    


    Participants
and, if applicable, Beneficiaries shall be provided with proper notice and
election forms for the purpose of withholding Federal income tax from
distributions from the Plan in accordance with Code section 3405.

    


    
      	
              4.04  

            	
              Discharge of
      Obligation

            


    

    


    Payment of the value of the
Participant’s Account under this Article shall discharge the Company’s
obligation to the Participant or his Beneficiary.

    


    


    


    
      
        
           


        

        
          10

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
V

    


    ADMINISTRATION

    


    


    
      	
              5.01  

            	
              Administrator

            


    

    


    (a)           The
Plan will be administered by the Administrator.  The Committee shall
monitor the performance of the Administrator appointed to administer the
Plan.

    


    (b)           The
Company’s Chief Financial Officer shall appoint a committee to perform the
day-to-day functions of administering the Plan and to function as the
Administrator of the Plan.  A Participant may be appointed to serve on
such committee.  Except as may be directed by the Company, no person
serving as Administrator will receive any compensation for his services as
Administrator.

    


    
      	
              5.02  

            	
              Powers of
      Administrator

            


    

    


    The Administrator will have full power
and discretion to administer the Plan, including as to all of its details,
including the power to decide Plan benefit claims.  For this purpose,
the Administrator’s power will include, but will not be limited to, the
following authority:

    


    (a)           to
make and enforce such rules and regulations as it deems necessary or proper for
the efficient administration of the Plan or as required to comply with
applicable law;

    


    (b)           to
interpret the Plan, its interpretation thereof in good faith to be final and
conclusive as to any Employee, former Employee, Participant, former Participant
and Beneficiary;

    


    (c)           to
decide all questions concerning the Plan, including whether a payment of Plan
benefits is due;

    


    (d)           to
compute the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the Plan, and to
determine the person or persons to whom such benefits will be paid;

    


    (e)           to
authorize the payment of Plan benefits;

    


    (f)           to
keep such records and submit such filings, elections, applications, returns or
other documents or forms as may be required under the Code and applicable
regulations, or under state or local law and regulations; and

    


    (g)           to
appoint such agents, counsel, accountants, consultants and record keepers as may
be required to assist in administering the Plan.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    


    
      	
              5.03  

            	
              Benefit Claims Review
      Procedure

            


    

    


    (a)           Any
claim by a Participant or his Beneficiary (hereafter the “Claimant”) for
benefits shall be submitted in writing to the Administrator.  The
Administrator shall be responsible for deciding whether such claim is payable,
or the claimed relief otherwise is allowable, in its discretion under the
provisions and rules of the Plan (a “Covered Claim”) and in accordance with the
requirements of ERISA and Department of Labor regulations
thereunder.  The Committee shall be responsible for providing a full
review of the Administrator’s decision with regard to any claim, upon a written
request by the Claimant.

    


    (b)           Each
Claimant or other interested person shall file with the Administrator or the
Committee such pertinent information as the Administrator or the Committee may
specify, and in such manner and form as the Administrator or the Committee may
specify; and, such person shall not have any rights or be entitled to any
benefits, or further benefits, hereunder, as the case may be, unless the
required information is filed by the Claimant or on behalf of the
Claimant.  Each Claimant shall supply, at such times and in such
manner as may be required, written proof that the benefit is covered under the
Plan.  If it is determined that a Claimant has not incurred a Covered
Claim or if the Claimant shall fail to furnish such proof as is requested, no
benefits, or no further benefits, hereunder, as the case may be, shall be
payable to such Claimant.

    


    
      	
              5.04  

            	
              Administrative
      Costs

            


    

    


    All reasonable costs incurred in the
administration of the Plan shall be paid by the Company.

    


    
      	
              5.05  

            	
              Fiduciary
      Discretion

            


    

    


    In discharging the duties assigned to
it under the Plan, the Committee, the Administrator and each other fiduciary
with respect to the Plan has the discretion to: interpret the Plan; adopt, amend
and rescind rules and regulations pertaining to its duties under the Plan; and
to make all other determinations necessary or advisable for the discharge of its
duties under the Plan.  Each fiduciary’s discretionary authority is
absolute and exclusive if exercised in a uniform and nondiscriminatory manner
with respect to similarly situated individuals.  The express grant in
the Plan of any specific power to a fiduciary with respect to any duty assigned
to it under the Plan must not be construed as limiting any power or authority of
the fiduciary to discharge its duties.  A fiduciary’s decision is
final and conclusive unless it is established that the fiduciary’s decision
constituted an abuse of its discretion, and no Plan benefits shall be paid to
any Claimant unless the Administrator or the Committee shall determine, in its
sole discretion, that such benefits are due.

    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
VI

    


    AMENDMENT AND TERMINATION OF
THE PLAN

    


    


    
      	
              6.01  

            	
              Amendment of the
      Plan

            


    

    


    The Company shall have the right by
action of the Committee or its delegate to modify, alter or amend the Plan in
whole or in part, provided that any such action shall not, in any way,
retroactively reduce any benefit to a Participant or Beneficiary (to the extent
that such benefit was accrued and vested prior to such amendment or
modification).

    


    
      	
              6.02  

            	
              Termination of the
      Plan

            


    

    


    The Company reserves the right to
terminate the Plan at any time by action of its Board or its delegate provided
that any such action shall not, in any way, retroactively reduce any benefit to
a Participant or Beneficiary (to the extent that such benefit was accrued and
vested prior to such termination).  Any termination of the Plan must
satisfy the requirements of Code section 409A.

    


    


    
      
        
           


        

        
          13

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    ARTICLE
VII

    


    GENERAL
PROVISIONS

    


    


    
      	
              7.01  

            	
              No Guarantee of
      Employment

            


    

    


    The Plan shall not be deemed to
constitute a contract between the Company and any Participant or to be
consideration or an inducement for the employment of any Participant of the
Company.  Nothing contained in the Plan shall be deemed to give any
Participant the right to be retained in the service of the Company or to
interfere with the rights of the Company to discharge or to terminate the
service of any Participant at any time without regard to the effect such
discharge or termination may have on any rights under the Plan.

    


    
      	
              7.02  

            	
              Unfunded
      Plan

            


    

    


    All Plan Participants and Beneficiaries
are general unsecured creditors of the Company with respect to the benefits due
hereunder and the Plan constitutes a mere promise by the Company to make benefit
payments in the future.  It is the intention of the Company that the
Plan be considered unfunded for tax purposes.

    


    
      	
              7.03  

            	
              Trust

            


    

    


    The Company may, but is not required
to, establish a grantor trust which may be used to hold assets of the Company
which are maintained as reserves against the Company’s unfunded, unsecured
obligations hereunder.  Such reserves shall at all times be subject to
the claims of the Company’s creditors.  To the extent such trust or
other vehicle is established, and assets contributed, for the purpose of
fulfilling the Company’s obligation hereunder, then such obligation of the
Company shall be reduced to the extent such assets are utilized to meet its
obligations hereunder.  Any such trust and the assets held thereunder
are intended to conform in substance to the terms of the model trust described
in Revenue Procedure 92-64.

    


    
      	
              7.04  

            	
              Payments to Minors and
      Incompetents

            


    

    


    If a Participant or Beneficiary
entitled to receive any benefits hereunder is a minor or is deemed so by the
Administrator or is adjudged to be legally incapable of giving valid receipt and
discharge for such benefits, benefits will be paid to such person as the
Administrator might designate.  Such payments shall, to the extent
made, be deemed a complete discharge of any liability for such payment under the
Plan.

    


    


    
      
        
           


        

        
          14

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    
      	
              7.05  

            	
              Non-Alienation of
      Benefits

            


    

    


    To the extent permitted by law, no
benefit payable under the Plan will be subject in any manner to anticipation,
assignment, garnishment or pledge.  Any attempt to anticipate, assign,
garnish or pledge the same will be void and no such benefits will be made in any
manner liable for or subject to the debts, liabilities, engagements or torts of
any Participants.

    


    
      	
              7.06  

            	
              Headings and
      Subheadings

            


    

    


    The headings and subheadings in this
Plan have been inserted for convenience of reference only and are to be ignored
in any construction of the provisions hereof.

    


    
      	
              7.07  

            	
              Use of Masculine and
      Feminine; Singular and
Plural

            


    

    


    In the construction of the Plan the
masculine shall include the feminine and the singular the plural in all cases
where such meanings are indicated by the context.

    


    
      	
              7.08  

            	
              Beneficiary
      Designation

            


    

    


    At the time of enrollment in the Plan,
each Participant must designate a Beneficiary to receive settlement of his Plan
account in the event of his death during employment.  A Participant
may, from time to time, change a Beneficiary or Beneficiaries under the
Plan.  In the event that no designated Beneficiary is surviving at the
time of the Participant’s death, settlement under the Plan will be made as
provided in Plan section 1.03.

    


    
      	
              7.09  

            	
              Errors and
      Omissions

            


    

    


    In the event an innocent error or
omission is discovered in the operation or administration of the Plan, the
Administrator or the Committee may make such equitable adjustments that it deems
necessary or desirable to correct the error or omission.

    


    
      	
              7.10  

            	
              Governing
      Law

            


    

    


    Except as otherwise provided by federal
law, the provisions of this Plan shall be construed and enforced according to
Virginia laws, and all of the provisions of the Plan shall be administered in
accordance with the laws of the Commonwealth of Virginia.

    


    
      	
              7.11  

            	
              Omnibus
      Provisions

            


    

    


    (a)           Any
benefit, payment or other right provided by the Plan shall be provided or made
in a manner, and at such time, in such form and subject to such election
procedures (if any), as complies with the applicable requirements of Code
section 409A to avoid a plan failure described in Code section 409A(a)(1),
including without limitation, 

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


          
            CarMax,
Inc.

            Retirement
Restoration Plan

            Effective
January 1, 2009

            


            


          

        

      

    

    


    deferring
payment until the occurrence of a specified payment event described in Code
section 409A(a)(2).  Notwithstanding any other provision hereof or
document pertaining hereto, the Plan shall be so construed and interpreted to
meet the applicable requirements of Code section 409A to avoid a plan failure
described in Code section 409A(a)(1).

    


    (b)           It
is specifically intended that all elections, consents and modifications thereto
under the Plan will comply with the requirements of Code section 409A (including
any transition or grandfather rules thereunder).  The Company is
authorized to adopt rules or regulations deemed necessary or appropriate in
connection therewith to anticipate and/or comply with the requirements of Code
section 409A (including any transition or grandfather rules thereunder) and to
declare any election, consent or modification thereto void if non-compliant with
Code section 409A.

    


    


    * * * *
*

    


    
      IN
WITNESS WHEREOF, the Company has caused this Plan to be executed on October 21,
2008 and effective as of the 1st day of
January, 2009.



    CARMAX,
INC.

    


    


    By:          /s/ Keith D.
Browning

    Keith D. Browning

    Executive Vice President
and

    Chief Financial Officer

    

 

     

     

     

     

     

     

    16