CARMAX INC
10.2 - BENEFIT REST. PLAN
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<FILENAME>benefit.txt
<DESCRIPTION>10.2 - BENEFIT REST. PLAN
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                                                                    EXHIBIT 10.2















                                  CARMAX, INC.
                                  ------------
                            BENEFIT RESTORATION PLAN
                            ------------------------


                             AS AMENDED AND RESTATED
                             -----------------------

                                January 19, 2004
                                ----------------























<PAGE>




                                TABLE OF CONTENTS
                                -----------------



                                    Section I                              Page
                                                                           ----
                               Purpose of the Plan
                               -------------------

1.1      Purpose                                                            1
1.2      Structure                                                          1
1.3      Definitions                                                        1

                                   Section II
                                   Eligibility
                                   -----------

2.1      Eligible Employees                                                 2
2.2      Participation                                                      2
2.3      No Duplication of Benefits                                         2

                                   Section III
                                    Benefits
                                    --------

3.1      Minimum Service Requirement                                        3
3.2      Supplemental Benefit                                               3
3.3      Adjustment for Early or Late Commencement                          3
3.4      Maximum Benefit                                                    4
3.5      Additional Benefit Service                                         4

                                   Section IV
                  Computation and Payment of Retirement Benefit
                  ---------------------------------------------

4.1      Computation                                                        5
4.2      Payment                                                            5
4.3      Distribution of Accrued Benefit                                    5

                                    Section V
                   Computation and Payment of Survivor Benefit
                   -------------------------------------------

5.1      Pre-Retirement Survivor Benefit                                    6
5.2      Post-Retirement Survivor Benefit                                   6
5.3      Computation                                                        7
5.4      Payment                                                            7

                                       i
<PAGE>



                                   Section VI
                                 Administration
                                 --------------

6.1      Effective Date, Amendment and Termination                          7
6.2      Plan Administrator                                                 7
6.3      Claims Procedure                                                   7
6.4      Qualified Domestic Relations Orders                                8

                                   Section VII
                                Change of Control
                                -----------------

7.1      Effect of Change of Control                                        9
7.2      Definition of Change of Control                                    9

                                  Section VIII
                                  Miscellaneous
                                  -------------

8.1      Withholding                                                        9
8.2      Rights Under the Plan                                              9
8.3      Effect on Employment                                              10
8.4      Successors; Governing Law                                         10
8.5      Assumption of Liabilities from Predecessor Plan                   10


                                       ii
<PAGE>



                                  CARMAX, INC.
                                  ------------
                            BENEFIT RESTORATION PLAN
                            ------------------------


                                    Section I
                               Purpose of the Plan
                               -------------------

         1.1  Purpose. CarMax, Inc. (the "Company") maintains this CarMax, Inc.
              -------
Benefit Restoration Plan (the "Plan") to provide deferred compensation for
certain key employees of the Company and its Affiliated Companies who are
expected to contribute significantly to the growth of the Company and its
Affiliated Companies. The Board of Directors of the Company (the "Board") has
determined that the benefits to be provided under the Plan are reasonable and
appropriate compensation for the services rendered and to be rendered.

         1.2  Structure. This Plan provides benefits as set forth in Sections
              ---------
III, IV and V below for a select group of management or highly compensated
employees (and their Beneficiaries) with compensation in excess of the limit on
compensation under Section 401(a)(17) of the Code, or whose benefits are limited
under the Retirement Plan by the maximum benefit limit under Section 415 of the
Code.

         1.3  Definitions.  Whenever used in the Plan, the following terms
              -----------
shall have the meanings set forth below.

              (a) "Affiliated Company" means any company or business
         organization that is under common control with the Company and that has
         adopted the Retirement Plan as a Related Company.

              (b) "Code" means the Internal Revenue Code of 1986, as amended.

              (c) "Effective Date" means October 1, 2002.

              (d) "Maximum Benefit" means the maximum annual Supplemental
         Benefit payable from the Plan as determined under Section 3.4.

              (e) "Participant" means an individual who is eligible to
         participate in the Plan under Section II.

              (f) "Pre-Retirement Survivor Benefit" means the benefit payable
         under the Plan to a surviving Spouse of a Participant as determined
         under Section 5.1.

              (g) "Post-Retirement Survivor Benefit" means the benefit payable
         under the Plan to a Beneficiary of a Participant as determined under
         Section 5.2.

              (h) "Retirement Plan" means the Retirement Plan of CarMax, Inc.
         as in effect from time to time.

                                       1
<PAGE>


              (i) "Supplemental Benefit" means the benefit payable under the
         Plan as determined by Section 3.2, subject to adjustments as provided
         in the Plan.

              (j) "Tax Limits" means both (1) the limit on compensation
         under Section 401(a)(17) of the Code (as adjusted from time to time
         under the terms of the Retirement Plan), and (2) the maximum benefit
         limit under Section 415(b)(1)(A) of the Code (as adjusted from time to
         time under the terms of the Retirement Plan).

              (k) The following terms shall have the meanings provided in
         the Retirement Plan: Actuarial Equivalent, Alternate Payee,
         Beneficiary, Benefit Service, Committee, Disability Pension, Early
         Retirement Date, Normal Retirement Date, Permanent Disability, Plan
         Year, Qualified Pre-Retirement Survivor Annuity, Qualified Domestic
         Relations Order, Related Company, and Spouse.


                                   Section II
                                   Eligibility
                                   -----------

         2.1  Eligible Employees. Each participant in the Retirement Plan who is
              ------------------
an employee of the Company or an Affiliated Company on or after the Effective
Date, and whose retirement benefits under the Retirement Plan are limited by
either or both of the Tax Limits, shall be a Participant. In addition, any
participant in the Retirement Plan who had a benefit under the Circuit City
Stores, Inc. Benefit Restoration Plan as of the Effective Date that is assumed
under Section 8.5 shall become a Participant as of the Effective Date.

         2.2  Participation. A Participant shall commence participation in the
              -------------
Plan on the later of the Effective Date or the first day of the Plan Year
beginning after the Participant's future retirement benefits under the
Retirement Plan are limited by either or both of the Tax Limits. An individual
shall cease to be a Participant when the individual's future retirement benefits
under the Retirement Plan are no longer limited by either of the Tax Limits or
when the individual and his or her Beneficiary have received all benefits
payable under the Plan.

         2.3  No Duplication of Benefits. All benefits described in the Plan are
              --------------------------
subject to the provisions of Section 3.4. Notwithstanding anything in the Plan
to the contrary, there shall be no duplication of benefits under this Plan and
the Retirement Plan.

                                       2
<PAGE>



                                   Section III
                                    Benefits
                                    --------

         3.1  Minimum  Service  Requirement.  To receive a Supplemental Benefit,
              -----------------------------
a Participant must commence benefits under the Retirement Plan and meet one or
more of the following criteria:

              (a) Have fifteen (15) years of Benefit Service at
                  termination of employment with the Company or an
                  Affiliated Company (any Benefit Service credited
                  after termination of employment during a period of
                  Permanent Disability also shall be included in years
                  of Benefit Service for this purpose),

              (b) Either (i) have reached the Participant's Early
                  Retirement Date at the date of termination of
                  employment with the Company or an Affiliated Company
                  or (ii) have reached the Participant's Early
                  Retirement Date and have had a continuous Permanent
                  Disability from the date of termination of employment
                  until the Early Retirement Date, or

              (c) Either (i) have reached the Participant's Normal
                  Retirement Date at the date of termination of
                  employment with the Company or an Affiliated Company
                  or (ii) have reached the Participant's Normal
                  Retirement Date and have had a continuous Permanent
                  Disability from the date of termination of employment
                  until the Normal Retirement Date.

         3.2  Supplemental Benefit. If a Participant begins receiving a
              --------------------
retirement benefit from the Retirement Plan, the Participant shall receive a
Supplemental Benefit under this Plan equal to the amount (if any) determined as
follows:

              (a) The retirement benefit that would have been paid from the
         Retirement Plan (i) had the Participant's benefit not been limited by
         the Tax Limits and (ii) additionally if applicable, had the Participant
         actually earned any Benefit Service imputed under Section 3.5,

                                   REDUCED BY

              (b) The total retirement benefit that is payable to the
         Participant under the Retirement Plan.

         3.3  Adjustment for Early or Late Commencement. If a Supplemental
              -----------------------------------------
Benefit commences before the Participant's Normal Retirement Date, the benefit
under Section 3.2(a) shall be calculated in accordance with any early retirement
reduction provided under the Retirement Plan. If a Supplemental Benefit
commences after a Participant's Normal Retirement Date, the benefit under
Section 3.2(a) shall be calculated in accordance with the provisions of the
Retirement Plan for benefits commencing after Normal Retirement Date. If a

                                       3
<PAGE>

Supplemental Benefit commences when a Participant starts a Disability Pension
under the Retirement Plan, the benefit under Section 3.2(a) shall be calculated
by including Benefit Service during the period of Permanent Disability in
accordance with the provisions of the Retirement Plan for a Disability Pension.

         3.4  Maximum Benefit.
              ---------------

              (a) Notwithstanding any other provision of the Plan to the
         contrary, the annual Supplemental Benefit payable to a Participant
         under this Plan shall not exceed (i) the Maximum Benefit reduced by
         (ii) the total annual retirement benefit that is payable to the
         Participant under the Retirement Plan. The Maximum Benefit is based on
         the payment of the Supplemental Benefit as a straight life annuity
         (with no ancillary benefits). If benefits are payable in any other
         form, the Maximum Benefit shall be actuarially reduced to be the
         Actuarial Equivalent of the Maximum Benefit payable as a straight life
         annuity (with no ancillary benefits).

              (b) The Maximum Benefit is an annual amount equal to $400,000,
         as adjusted below. The Maximum Benefit shall be subject to increase in
         the same percentage as the Section 415 dollar limit is adjusted under
         Section 415(d)(1)(A) of the Code from time to time. The adjustment will
         be made effective as of each March 1 beginning with March 1, 2003,
         based on the percentage adjustment applicable to that calendar year. If
         no adjustment is made under Section 415(d)(1)(A) of the Code for a
         calendar year, there shall be no adjustment in the Maximum Benefit for
         that year. In addition, the Maximum Benefit shall be proportionately
         adjusted for increases in the statutory maximum dollar limit under
         Section 415(b)(1)(A) of the Code. The Maximum Benefit is not
         actuarially increased or decreased if the Participant commences
         payments other than at Normal Retirement Date.

              (c) A Participant's Maximum Benefit shall be determined as of
         the commencement of payment of the Supplemental Benefit to the
         Participant and shall not be subject to future adjustment. The
         Supplemental Benefit shall not be reduced if additional benefits become
         payable from the Retirement Plan for any reason. A Participant's
         Supplemental Benefit shall not be increased if the Maximum Benefit is
         increased under Section 3.4(b) after the commencement of payments under
         the Plan.

         3.5  Additional Benefit Service. At its discretion, the Board of
              --------------------------
Directors or the Compensation Committee of the Board may provide that any
Participant shall be credited with additional imputed Benefit Service for
purposes of Section 3.2(a). The Board or Compensation Committee shall have
complete discretion to determine the amount of additional Benefit Service to be

                                       4
<PAGE>

imputed and any other terms and conditions of the additional service crediting.
Any imputed Benefit Service shall be treated the same as actual Benefit Service
for purposes of this Plan.

                                   Section IV
                  Computation and Payment of Retirement Benefit
                  ---------------------------------------------

         4.1  Computation. The amount of the Supplemental Benefit described in
              -----------
Section III will initially be determined by assuming that the benefits payable
under this Plan and the Retirement Plan are paid in the form of a single life
annuity payable for the Participant's lifetime, beginning on the date on which
payments actually begin to be made to the Participant from the Retirement Plan
and ending at the Participant's death.

         4.2  Payment. A Participant's Supplemental Benefit under this Plan will
              -------
be paid at the same time and in the same form of payment as benefits for the
Participant under the Retirement Plan, except as provided in Section 4.3. If the
benefit is to be paid in a form other than the single life annuity form
described above, the Supplemental Benefit described in Section III will be
actuarially adjusted, using the actuarial assumptions then in effect under the
Retirement Plan. Except as provided below, a Participant's Supplemental Benefit
will begin to be paid on the date on which the Participant begins receiving
benefits under the Retirement Plan and will be paid in cash or a cash
equivalent.

         4.3  Distribution of Accrued Benefit.
              -------------------------------

              (a) Notwithstanding anything in the Plan to the contrary, the
         Company may distribute, or cause to be distributed in a single lump
         sum, to a Participant (or, after his death, to his Beneficiary) the
         Actuarial Equivalent of the Supplemental Benefit of the Participant (or
         Beneficiary) under the Plan as of a specified date. The distribution
         may be made at any time deemed appropriate by the Company. The lump sum
         shall be distributed in cash or a cash equivalent. The Company shall
         indicate in writing that the distribution is intended to be a
         distribution of the Participant's (or Beneficiary's) accrued benefit
         under the Plan. The Company may take into account the tax consequences
         of the distribution when computing the amount to be distributed under
         this Section 4.3.

              (b) After a distribution under this Section 4.3, the Company
         shall have no further liability with respect to the Supplemental
         Benefit. The Company has the sole discretion to determine when and if a
         distribution is to be made under this Section 4.3, and to determine the
         amount of any distribution, and no Participant or Beneficiary shall
         have any right to receive a distribution under this Section 4.3.

                                       5
<PAGE>


                                    Section V
                   Computation and Payment of Survivor Benefit
                   -------------------------------------------

         5.1  Pre-Retirement Survivor Benefit. A Pre-Retirement Survivor Benefit
              -------------------------------
shall be payable to the surviving Spouse of a Participant if (i) the Participant
had at least ten years of Benefit Service at death, and (ii) the Participant's
surviving Spouse is entitled to a Qualified Pre-Retirement Survivor Annuity
under the Retirement Plan.

              (a) The Spouse will be entitled to receive a Pre-Retirement
         Survivor Benefit from this Plan equal to the amount (if any)
         determined as follows:

                          (i) The survivor benefit that would have been payable
                  to the Spouse under the Retirement Plan had the Participant's
                  Supplemental Benefit (as adjusted under Sections 3.3 and 3.4)
                  and benefit from the Retirement Plan been paid entirely from
                  the Retirement Plan,

                                   REDUCED BY

                          (ii) The total survivor benefit that is payable to the
                  Spouse under the Retirement Plan.

              (b) A Pre-Retirement Survivor Benefit is payable in the same
         form as the survivor benefit is payable under the Retirement Plan,
         including benefit forms that may provide payments after the death of
         the surviving Spouse.

         5.2  Post-Retirement Survivor Benefit. A Post-Retirement Survivor
              --------------------------------
Benefit shall be payable to the surviving Beneficiary of a Participant if (i)
the Participant is receiving a form of benefit under the Retirement Plan that
provides for a survivor benefit, and (ii) a survivor benefit is payable to the
Beneficiary under the Retirement Plan.

              (a) The Beneficiary will be entitled to receive a Post-Retirement
         Survivor Benefit from this Plan equal to the amount (if any) determined
         as follows:
                          (i) The survivor benefit that would have been payable
                  to the Beneficiary under the Retirement Plan had the
                  Participant's Supplemental Benefit (as adjusted under Sections
                  3.3 and 3.4) and benefit from the Retirement Plan been paid
                  entirely from the Retirement Plan,

                                   REDUCED BY

                          (ii) The total survivor benefit that is payable to the
                  Beneficiary under the Retirement Plan.

                                       6
<PAGE>


              (b) A Post-Retirement Survivor Benefit is payable to a surviving
         Spouse or any other Beneficiary of a Participant who is receiving a
         survivor benefit under the Retirement Plan.

         5.3  Computation. The Pre-Retirement Survivor Benefit described in
              -----------
Section 5.1 and the Post-Retirement Survivor Benefit described in Section 5.2
will be computed as if the survivor benefits under this Plan and the Retirement
Plan were paid in the form payable under the Retirement Plan. The actuarial
assumptions used for purposes of the Retirement Plan will be used to determine
the benefits payable under this Plan.

         5.4 Payment. Except as provided in Section 4.3, the Pre-Retirement
             -------
Survivor Benefit and Post-Retirement Survivor Benefit will be paid at the same
times and for the same duration as payments under the Retirement Plan,
commencing at the time the benefits commence under the Retirement Plan. The
Pre-Retirement Survivor Benefit and Post-Retirement Survivor Benefit will be
paid in cash or a cash equivalent.

                                   Section VI
                                 Administration
                                 --------------

         6.1  Amendment and Termination. The Board of the Company may amend or
              -------------------------
terminate the Plan at any time; provided, however, that no amendment or
termination of the Plan shall reduce a Participant's accrued benefit under the
Plan as of the date of the amendment or termination. For this purpose, a
Participant's accrued benefit under the Plan shall be computed based on the
formulas in this Plan and his accrued benefits under the Retirement Plan as of
the date of the computation.

         6.2  Plan Administrator. The Plan will be administered by one or more
              ------------------
persons appointed by the Board to be responsible for administering the Plan (the
"Plan Administrator"). Unless the Board determines otherwise, the Plan shall be
administered by the Committee which administers the Retirement Plan. The
decisions of the Plan Administrator shall be final and binding on all persons.
The Plan Administrator will have the express discretionary authority to
interpret and administer the Plan, and to make all decisions with respect to the
interpretation and administration of the Plan.

         6.3  Claims Procedure. Each Participant or Beneficiary of a deceased
              ----------------
Participant shall be entitled to file with the Plan Administrator a written
claim for benefits under the Plan. The Plan Administrator will review the claim,
and, if the claim is denied, in whole or in part, the Plan Administrator will
furnish the claimant, within 90 days after the Plan Administrator's receipt of
the claim (or within 180 days after such receipt, if special circumstances
require an extension of time), a written notice of denial of the claim
containing the following:

              (a) Specific reasons for the denial,

              (b) Specific reference to the pertinent Plan provisions on which
         the denial is based,

                                       7
<PAGE>

              (c) A description of any additional material or information
         necessary for the claimant to perfect the claim, and an explanation of
         why the material or information is necessary, and

              (d) An explanation of the claims review procedure.

The claimant may request a review of the claim by an appeals committee appointed
by the Board. The review may be requested in writing at any time within 60 days
after the claimant receives written notice of the denial of his claim. The
appeals committee shall afford the claimant a full and fair review of the
decision denying the claim and, if so requested, shall:

              (a) Permit the claimant to review any documents that are
         pertinent to the claim, and

              (b) Permit the claimant to submit to the committee issues and
         comments in writing.

The appeals committee's decision on review shall be made in writing and shall be
issued within 60 days following receipt of the request for review. The period
for decision may be extended to a date not later than 120 days after such
receipt if the committee determines that special circumstances require an
extension. The decision on review shall include specific reasons for the
decision and specific references to the Plan provisions on which the decision of
the committee is based.

         6.4  Qualified Domestic Relations Orders. If the Plan Administrator
              -----------------------------------
receives a Qualified Domestic Relations Order requiring the payment of a
Participant's Supplemental Benefit under this Plan to a person other than the
Participant, the Plan Administrator shall take the following steps:

              (a) If benefits are in pay status, the Plan Administrator
         shall account separately for the amounts that will be payable to the
         Alternate Payee;

              (b) The Plan Administrator shall promptly notify the named
         Participant and the Alternate Payee of the receipt of the Qualified
         Domestic Relations Order; and

              (c) The Plan Administrator shall pay the specified amounts to
         the Alternate Payee pursuant to the Order; provided, however, that the
         Plan Administrator may distribute or cause to be distributed in a
         single lump sum to the Alternate Payee the Actuarial Equivalent of the
         Alternate Payee's Supplemental Benefit under this Plan.

                                       8
<PAGE>


                                   Section VII
                                Change of Control
                                -----------------

         7.1  Effect of Change of Control. Immediately prior to a Change of
              ---------------------------
Control as defined in Section 7.2, the Company shall immediately fund the
CarMax, Inc. Benefit Restoration Plan Trust (the "Trust") with an amount equal
to the then Actuarial Equivalent of the present value of the Supplemental
Benefits of all Participants and the survivor benefits of all Beneficiaries
payable as a single lump sum payment. The Trust shall be funded with cash or
cash equivalents other than stock of the Company.

         7.2  Definition of Change of Control. "Change of Control" means the
              -------------------------------
occurrence of either of the following events: (i) a third person, including a
"group" as defined in section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, becomes, or obtains the right to become, the beneficial owner of
Company securities having 20% or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors to the Board of the Company (other than as a result of an issuance of
securities initiated by the Company in the ordinary course of business); or (ii)
as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sale of assets or contested election, or
any combination of the foregoing transactions, the persons who were directors of
the Company before such transactions shall cease to constitute a majority of the
Board or of the board of directors of any successor to the Company.

                                  Section VIII
                                  Miscellaneous
                                  -------------

         8.1  Tax Matters. The Company does not represent or guarantee that any
              -----------
particular federal state or local income or payroll tax consequence will result
to any Participant, Beneficiary or Alternate Payee under this Plan. The Company
has the right to withhold from any benefit payments to any person under this
Plan or take other actions necessary to satisfy the Company's obligation to
withhold federal, state and local income and payroll taxes.

         8.2  Rights Under the Plan. This Plan is an unfunded deferred
              ---------------------
compensation plan. Title to and beneficial ownership of all benefits described
in the Plan shall at all times remain with the Company. Participation in the
Plan and the right to receive payments under the Plan shall not give a
Participant or Beneficiary any proprietary interest in the Company or any of its
assets. Benefits under the Plan shall be payable from the general assets of the
Company. Subject to Section 7.1, no trust fund may be created in connection with
the Plan (other than a trust that, under applicable law, does not affect the
characterization of this Plan as an unfunded plan), and there shall be no
required funding of amounts that may become payable under the Plan. A
Participant and his Beneficiary shall, for all purposes, be general creditors of
the Company. The interest of a Participant and his Beneficiary in the Plan
cannot be assigned, anticipated, sold, encumbered or pledged and shall not be
subject to the claims of their creditors.

                                       9
<PAGE>


         8.3  Effect on Employment. The Plan will not affect the right of the
              --------------------
Company or an Affiliated Company to terminate an employee's employment at any
time. Benefits payable under the Plan will not be considered compensation for
purposes of other retirement or benefit plans maintained by the Company or an
Affiliated Company.

         8.4  Successors; Governing Law. The Plan is binding on the Company and
              -------------------------
its successors and assigns and on Participants and their Beneficiaries,
successors, estates, and distributees. The Plan will be administered according
to the laws of the Commonwealth of Virginia.

         8.5  Assumption of Liabilities From Predecessor Plan. As of the
              -----------------------------------------------
Effective Date, the Plan shall assume all of the liabilities of the Circuit City
Stores, Inc. Benefit Restoration Plan with respect to any Participant in the
Plan. In addition, if any individual became an employee of the Company or an
Affiliated Company before March 1, 2003 who has or had an accrued benefit under
the Circuit Stores, Inc. Benefit Restoration Plan, the Plan shall assume all of
the liabilities of the Circuit City Stores, Inc. Benefit Restoration Plan with
respect to the individual as of the date of hire by the Company or an Affiliated
Company.



         WITNESS the following signature as of the Effective Date.

                                            CARMAX, INC.


                                             By /s/ Keith Browning
                                                ------------------







                                       10



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