EX-4.2






Exhibit 4.2




MONRO MUFFLER BRAKE, INC.

2007 STOCK INCENTIVE PLAN

AMENDMENT No. 2




Dated as of September 27, 2007




               WHEREAS, Monro Muffler Brake, Inc. (the “Company”) maintains the Monro Muffler Brake, Inc.
2007 Stock Incentive Plan (the “Plan”) to secure for the Company and its shareholders the benefits
of the incentive inherent in increased common stock ownership by members of the Company’s Board of
Directors (the “Board”) and employees of the Company;



               WHEREAS, pursuant to Article 11 of the Plan, the Board may amend the Plan provided that any
amendment that would (i) materially increase the aggregate number of shares which may be issued
under the Plan, (ii) materially increase the benefits accruing to employees under the Plan, or
(iii) materially modify the requirements as to eligibility for participation in the Plan, shall be
subject to the approval of the Company’s shareholders;



               WHEREAS, the Board has received a report from the Compensation Committee (the “Committee”)
that it has determined, after consultation with management, PricewaterhouseCoopers and Schulte Roth
and Zabel, that the wording in Article 10 of the Plan could be interpreted in a manner that would
cause expense to the Company upon an equitable adjustment by the Compensation Committee following a
change in the Company’s capitalization;



               WHEREAS, in its report the Committee recommended to the Board that it approve an amendment to
Article 10 of the Plan so as to clarify that the Committee is required to make equitable
adjustments upon certain enumerated changes in the Company’s capitalization; and



               WHEREAS, the Board believes that the amendment does not require approval of the Company’s
stockholders because the amendment will not (i) materially increase the aggregate number of shares
which may be issued under the Plan, (ii) materially increase the benefits accruing to employees
under the Plan, or (iii) materially modify the requirements as to eligibility for participation in
the Plan;



               NOW, THEREFORE, pursuant to and in exercise of the authority retained by the Board under
Article 11 of the Plan, the Plan is hereby amended, effective September 27, 2007 to provide as
follows:



               4. Article 10, “ADJUSTMENT UPON CHANGES IN CAPITALIZATION,” is replaced in its entirety with
the following:


“In the event of any change in the outstanding shares of Common Stock after the Effective Date by
reason of any share dividend or split, reorganization, recapitalization, merger, consolidation,
spin-off, combination or transaction or exchange of shares or other corporate exchange, or any
distribution to shareholders of shares other than regular cash dividends or any transaction similar
to the foregoing, the Committee without liability to any person shall make such substitution or
adjustment, as to (i) the number or kind of shares or other securities issued or reserved for
issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the option price and/or (iii)
any other affected terms of such Awards.”




               5. The Plan, except as otherwise set forth herein, shall remain in full force and effects in
all other respects.