<PAGE>

                                                                   EXHIBIT 10.86

      PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. SUCH PORTIONS ARE DESIGNATED "***".

      THIS SUPPLY AGREEMENT ("Agreement"), is made and entered into as of the
2nd day of November, 2004, between Wagner Brake, a division of Federal-Mogul
Corporation, with a mailing address of 26555 Northwestern Hwy. Southfield, MI
48034, Attention: Vice President - Aftermarket Sales, America ("SUPPLIER") and
Monro Service Corporation, a Delaware corporation, with a mailing address of 200
Holleder Parkway, Rochester, NY 14615 ("CUSTOMER").

                              W I T N E S S E T H:

            IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IN THIS AGREEMENT,
and other good, valuable and sufficient consideration, the receipt and adequacy
of which are hereby acknowledged, SUPPLIER hereby agrees to sell and deliver,
and CUSTOMER hereby agrees to purchase, receive and pay for, the SUPPLIER'S
products described below at CUSTOMER'S premises identified on the attached
Schedule A, and any future locations the CUSTOMER may acquire, open, manage or
operate on the following terms and conditions:

1.    TERM. This Agreement shall commence February 1, 2005 (the "Effective
      Date") and be in effect until March 31, 2010 (the "Agreement Period").
      CUSTOMER expressly agrees that this Agreement is independent of any other
      agreement between CUSTOMER and SUPPLIER. This Agreement shall remain in
      effect unless terminated pursuant to the provisions hereof regardless of
      the termination or expiration of any other agreement between CUSTOMER and
      SUPPLIER.

2.    INTERIM PERIOD. The CUSTOMER may begin purchasing products from the
      SUPPLIER during the period between the date this Agreement is signed by
      both parties and the Effective Date (the "Interim Period") in order to
      facilitate CUSTOMER'S transition to the PRODUCTS (as defined in Section
      3). Any purchases during the Interim Period shall be subject to the
      following conditions and/or exceptions:

      A.    Interim Period Pricing (as defined in Schedule B) shall apply;

      B.    There shall be no minimum purchase requirements;

      C.    The Fill Rate Guarantee (as defined in Section 8) shall not apply;

      D.    *** (as defined in Section 21) shall not be assigned to SUPPLIER by
            CUSTOMER;

      E.    The Marketing Allowance cited in Section 13.A shall apply; and

      F.    The provisions outlined in Section 17 shall apply.

                                       18
<PAGE>

3.    PRODUCTS. SUPPLIER shall sell and deliver, and CUSTOMER shall purchase,
      pay and provide safe access for the delivery of the products offered by
      SUPPLIER for purchase by CUSTOMER as shown (with applicable pricing) on
      Schedule B ("Products").

            During the Agreement Period, CUSTOMER shall purchase a minimum
      amount of the Products (net of any returns made by CUSTOMER ***, the
      "Purchase Requirement") during the applicable period ("Period").

<TABLE>
<CAPTION>
Period                                      Purchase Requirement
------                                      --------------------
<S>                                         <C>
February 1, 2005 - March 31, 2006                   ***

April 1, 2006 - March 31, 2007                      ***

April 1, 2007 - March 31, 2008                      ***

April 1, 2008 - March 31, 2009                      ***

April 1, 2009 - March 31, 2010                      ***
</TABLE>

            It is understood that CUSTOMER will actively promote and purchase
      Wagner ThermoQuiet friction products as its primary premium friction line.
      It is anticipated that during the term of this Agreement CUSTOMER will
      purchase *** in Products from SUPPLIER. If CUSTOMER'S aggregate purchases
      of Product do not reach the Purchase Requirement during any Period,
      CUSTOMER shall be permitted to carry forward, in the manner described in
      the following sentence, the difference between the Purchase Requirement
      and the aggregate amount of the all purchases for such Period (the
      "Shortfall Amount"). The CUSTOMER shall purchase the Shortfall Amount, if
      any, from all Periods (together, the "Aggregate Shortfall Amount") under
      the provisions of this Agreement, within six (6) months following the
      expiration of the Agreement Period. These Purchase Requirements include
      all brake categories except brake calipers. If CUSTOMER'S purchases for
      any Period should exceed the applicable Purchase Requirement for such
      Period, the excess amount will be credited against the Aggregate Shortfall
      Amount.

4.    PRICE/PAYMENT. Prices for the products are set forth on Schedule B and are
      subject to change upon written notice to CUSTOMER; such notice shall be
      delivered to CUSTOMER at least sixty (60) days in advance. SUPPLIER will
      not increase any prices for a period of ***. Any future price adjustments
      shall generally allow CUSTOMER to remain competitive with comparable
      products sold by CUSTOMER'S competitors. ***. Except for income taxes
      incurred by SUPPLIER, CUSTOMER is responsible for payment of all
      applicable taxes, fees and other government-imposed charges, whether or
      not included in such prices. If compliance with law prevents SUPPLIER from
      charging or CUSTOMER from paying the price provided in this Agreement, any
      resulting failure to perform shall be excused pursuant to Section 7
      hereof. Each delivery hereunder shall be considered a separate sale.

5.    PRODUCT IDENTIFICATION. SUPPLIER shall have the right at any time to
      change or discontinue use of any trademark, service mark, trade dress,
      trade name or other indication of source of origin ("Marks") under which
      the Products are sold. If SUPPLIER discontinues the use of any Mark which
      the CUSTOMER, in its sole discretion, deems as being critical to its
      on-going business, the CUSTOMER shall have the right to terminate this
      agreement under the conditions outlined below. CUSTOMER shall use its best
      efforts to maintain the quality, good name and reputation of SUPPLIER and
      the Products. CUSTOMER shall not alter in composition, co-mingle with
      products from other sources, or otherwise adulterate the Products.
      CUSTOMER shall not bring or cause to be brought any proceedings, either
      administrative or judicial in nature, contesting SUPPLIER'S ownership of
      rights to, or registrations of the Marks.

                                       19
<PAGE>

6.    PROTECTION OF LOGOS AND TRADEMARKS. CUSTOMER shall permit SUPPLIER a
      limited right to use CUSTOMER'S trade names, trademarks, logos and service
      marks ("Customer's Marks") for promotional purposes pursuant to the terms
      set forth in this Section. CUSTOMER must give prior approval, in each
      instance and in its sole discretion, of SUPPLIER'S intended use of
      Customer's Marks including, but not limited to: usage in pamphlets,
      brochures, marketing materials, trade magazines or journals, press
      releases, and electronic media. SUPPLIER shall not alter in composition,
      co-mingle with any marks from its other customers or otherwise adulterate
      Customer's Marks. SUPPLIER shall not bring, or cause to be brought, any
      proceedings, either administrative or judicial in nature, contesting
      CUSTOMER'S ownership of rights to, or registrations of the Customer's
      Marks. CUSTOMER shall indemnify and hold SUPPLIER harmless from any losses
      or liabilities or damages in connection with any claim brought by a third
      party against SUPPLIER alleging that SUPPLIER'S possession or use of the
      CUSTOMER'S Marks pursuant to, and in accordance with, the terms of this
      Agreement infringes the rights of such third party.

7.    FORCE MAJEURE. The parties to this Agreement shall not be responsible for
      any delay or failure to perform under this Agreement (other than to make
      payments when due hereunder) if delayed or prevented from performing by
      act of God; transportation difficulty; strike or other industrial
      disturbance; any law, regulation, ruling, order or action of any
      governmental authority; fire; or any other cause or causes beyond such
      party's reasonable control whether similar or dissimilar to those stated
      above.

8.    PRODUCT AVAILABILITY. SUPPLIER shall endeavor to provide CUSTOMER with
      sufficient product to meet its needs. Notwithstanding Section 7, in the
      event the SUPPLIER is unwilling and/or unable to supply CUSTOMER with any
      Products CUSTOMER shall order from SUPPLIER, the CUSTOMER shall seek to
      purchase products from alternate sources. In such instances, as they may
      occur, CUSTOMER'S Purchase Requirement for the applicable Period shall be
      reduced by the aggregate value of such product purchased by CUSTOMER from
      alternate sources.

      SUPPLIER shall on each individual purchase order, maintain a shipping
      ratio in excess of 85% of the value of CUSTOMER'S order (the "Fill Rate
      Guarantee"). If SUPPLIER'S shipping ratio falls below 85% ***. CUSTOMER
      will be responsible for tracking shipping performance by purchase order
      and invoice, maintaining back-up documentation, ***.

                  ***.

9.    COMPLIANCE WITH LAWS/TAXES. CUSTOMER shall, at its own expense, (i) comply
      with all applicable laws, regulations, rulings and orders, including
      without limitation those relating to taxation, workers' compensation, and
      environmental protection; (ii) obtain all necessary licenses and permits
      for the purchase and sale of the Products; and (iii) pay directly, or
      reimburse SUPPLIER on demand if paid by SUPPLIER (except as otherwise
      provided), all taxes, inspection fees, import fees, and other governmental
      charges imposed by this Agreement, the Products, or on the sale, purchase,
      handling, storage, advertising, distribution, resale or use of the
      Products.

10.   SUPPLIER'S RIGHT TO INSPECT. SUPPLIER, or its authorized agents, shall
      have the right, but not the obligation, to inspect CUSTOMER'S premises,
      bearing the Marks, or being represented to contain the Products, at any
      time during business hours.

                                       20
<PAGE>

11.   TERMINATION; REMEDIES. This Agreement may be terminated under the terms of
      this Section.

            A.    An "Event of Default" shall mean any of the following events:

                  (i)   If CUSTOMER defaults in the performance of or breaches
                        any provision of Section 3 of this Agreement;

                  (ii)  The provisions of Section 16 notwithstanding, any
                        payment due hereunder is unpaid past the 10th calendar
                        day of the second month following shipment; or

                  (iii) Either party materially defaults in the performance of
                        or material breaches any other provision of this
                        Agreement; or

                  (iv)  (a) After the date of this Agreement, a voluntary
                        petition under Chapter 7 or 11 of the Bankruptcy Code is
                        filed by or against either party, or a final order for
                        relief under Chapter 7 of the Bankruptcy Code is
                        entered, or any Chapter 11 proceedings are converted to
                        proceedings under Chapter 7 of the Bankruptcy Code
                        pursuant to a final order for relief;

                        (b) Either party makes an assignment for the benefit of
                        creditors or a similar transfer of or action involving a
                        material portion of its assets for purposes of
                        liquidating such assets;

                        (c) Any secured or lien creditor commences a foreclosure
                        action of its liens, security interest(s) and/or
                        mortgage(s) against, and obtains the right to possession
                        or control over, a material portion of such party's
                        assets; or

                  (v)   SUPPLIER discontinues the use of any Supplier Mark
                        according to the terms of section 5 of this Agreement;
                        or

                  (vi)  The Aggregate Shortfall Amount outstanding at any one
                        time during the Agreement Period exceeds ***.

      B.    Upon the occurrence of any Event of Default, the party not causing
            or responsible for the Event of Default may give written notice to
            the other party. If the Event of Default is not cured by the
            notified party within 60 days of the written notice, then the party
            giving the written notice is entitled to terminate this Agreement
            immediately, but in no event later than six months after the notice,
            by providing written notice of termination.

      C.    In the event that this Agreement is terminated by CUSTOMER other
            than in accordance with Sections 11.B, 11.D or 11.E of this
            Agreement, or by SUPPLIER in accordance with Section 11 of this
            Agreement, CUSTOMER shall pay to SUPPLIER as liquidated damages (and
            not as a penalty) an amount as outlined below. The amount of
            liquidated damages shall be determined by multiplying the applicable
            termination fee outlined below times the number of full calendar
            months remaining in the Agreement Period. The entire amount of such
            liquidated damages shall be paid to SUPPLIER within ninety (90) days
            of the effective date of the termination of this Agreement.

<TABLE>
<CAPTION>
Termination Date                            Termination Fee
----------------                            ---------------
<S>                                         <C>
***                                               ***

***                                               ***

***                                               ***
</TABLE>

      D.    In the event that a change of control of SUPPLIER shall result in a
            party, person or corporate entity controlling a majority share of
            SUPPLIER and such party, person or corporate entity shall be a
            citizen of, or based in, a country which is, or becomes, listed on
            the United States of America's Department of State's Office of
            Defense Trade

                                       21
<PAGE>

            Control's Embargo Reference Chart the CUSTOMER shall have the
            immediate right to terminate this agreement without penalty,
            assessment of liquidated damages or prior notification.

      E.    If CUSTOMER is acquired, either directly or indirectly, through the
            sale of a majority of its assets or stock, CUSTOMER shall be
            permitted to terminate the Agreement upon six (6) months prior
            written notice to SUPPLIER. CUSTOMER agrees to pay SUPPLIER
            liquidated damages *** of those otherwise determined in Section
            11.C.

      F.    Upon termination of this Agreement in accordance with section 11 of
            this Agreement, CUSTOMER shall not be entitled to any further ***,
            except those which have been earned but remained unpaid by the
            SUPPLIER. Additionally, ***.

12.   NOTICE. Any written notice required or permitted to be given under this
      Agreement shall be sufficient for all purposes hereunder if in writing and
      personally delivered or sent by any means providing for return receipt to
      the address provided for the party in question in the heading of this
      Agreement. Any party may change the mailing address or other information
      provided for it in the heading hereof by written notice given in
      accordance with this Section 12.

13.   PROMOTIONAL AND MARKETING SUPPORT. In consideration of the terms of this
      Agreement, SUPPLIER agrees to provide the following Marketing Support to
      the CUSTOMER:

      A.    ***, calculated on qualified net purchases, payable quarterly.
            Credit to be issued within 60 days of close of the quarter.

      B.    *** which may potentially vary from *** based on the *** from the
            CUSTOMER. This rebate will be paid annually based on *** from the
            CUSTOMER. ***.

      C.    During the first (1st) year of the Agreement, SUPPLIER shall
            reimburse CUSTOMER a maximum of ***, and no more than *** per three
            (3) month period, for all expenses associated with marketing,
            advertising and other promotional programs associated with launching
            SUPPLIER'S product line(s). CUSTOMER shall be required to provide
            copies of supportive documents for such claims.

      D.    Beginning on the *** anniversary of the Agreement, SUPPLIER shall
            provide a Marketing Support Fund of *** per year, payable in
            quarterly installments of *** with the first payment commencing
            following the calendar quarter.

      E.    All credits shall be issued in the form of a credit memo delivered
            to the CUSTOMER within 60 days of the end of a calendar year or
            calendar quarter, depending on the structured timing of such
            payments. With respect to any credit memo issued by SUPPLIER under
            this Agreement, SUPPLIER must post credit to CUSTOMER'S account(s)
            with such credits identified on monthly billing statements, and
            CUSTOMER must apply such credit(s) against balance(s) owed within
            three (3) months of their respective issuance(s).

14.   PRODUCT WARRANTY.

      A.    SUPPLIER shall not be liable for any warranty claims by CUSTOMER or
            others. CUSTOMER agrees to handle and dispose of any warranty
            product without cost to, or involvement of, the SUPPLIER. ***. The
            foregoing

                                       22
<PAGE>

            discount is CUSTOMER'S exclusive remedy. SUPPLIER shall not be
            liable for incidental or consequential damages.

      B.    Notwithstanding section 14(A), in the event of a product recall or
            production problem resulting in a "batch" or "lot" of product
            defects on a particular part, CUSTOMER may return such products for
            replacement products, ***, once authorization has been obtained from
            the SUPPLIER'S sales representative.

      C.    Each party agrees to indemnify and hold harmless the other party,
            its customers, employees and agents from and against all liability,
            demands, claims, suits, losses and court costs, by reason of, or on
            account of, property damage, death and/or personal injury of
            whatsoever nature or kind arising directly from the negligence,
            willful misconduct or breach of contract of such party, its
            employees or agents. Each party shall provide prompt notice to the
            other party of any such claims and shall actively cooperate with the
            other party with respect to the defense of such claim, provide all
            information in such detail as requested. The party notified of its
            indemnification obligations shall have sole control of the defense
            of any claim or complaint, and the sole authority for settlement
            (subject only to the requirement that the terms of any such
            settlement shall include a full release of the other party). This
            indemnity shall terminate on the expiration or termination of this
            Agreement; however, the termination shall not terminate, limit or
            affect this indemnity with respect to any Products ordered prior to
            such date of termination.

      D.    SUPPLIER agrees to maintain minimum liability insurance coverage,
            and to have such insurance contract(s) endorsed to include Monro
            Muffler Brake, Inc., Monro Service Corporation, Monro Leasing, LLC,
            and their employees, directors, officers and agents under ISO Form
            CG2026. Minimum liability coverage is identified on Schedule F.

15.   TERMS OF SALE. Shipped products will be billed to CUSTOMER with payment
      terms of 2% 2nd 10th prox. 2% prompt pay discounts may not be taken if the
      payment is postmarked after the 10th of the month due.

16.   DISCREPANCIES / PAYMENT OF INVOICES. In the event of a discrepancy between
      product ordered, product billed and product received, or pricing applied
      to product received, it will be the responsibility of the CUSTOMER to
      include a Vendor Charge Back (VCB) stating the discrepancy along with
      payment. While the amount of the discrepancy may be deducted from the
      statement payment, the CUSTOMER will have 60 days to provide proof or
      substantiation that the charge back is warranted so that it can be
      corrected. If it is not substantiated within 60 days from the invoice due
      date it must be paid back. Under no circumstances shall the payment for
      the entire statement or invoice be withheld or delayed for such a
      discrepancy.

17.   PRE-PAID FREIGHT / ***.

      A.    SUPPLIER will ship orders via common carrier, prepaid, if net order
            value is over $1500 or whatever the prevailing SUPPLIER freight
            policy is at the time.

      B.    ***

      C.    ***

      D.    ***

      E.    ***

            (i)   ***

                                       23
<PAGE>

            (ii)  ***

18.   OBSOLESCENCE RETURNS. The SUPPLIER will accept up to 5% of the previous
      year's net purchases for product returns. These returns may only include
      current parts that are overstocked, or parts scheduled for obsolescence
      and/or supersession. Competitive product or parts already obsolete (not in
      the current prevailing price sheet) are not eligible for return.

19.   ***

      A.    ***

      B.    ***

      C.    ***

20.   CHANGEOVER PROCEDURES / COSTS. The SUPPLIER makes no commitment to
      re-label, rebox, handle, or take return of any competitive product other
      than that specifically listed above. Additionally, the CUSTOMER agrees
      that any incidental costs incurred by the changeover including, but not
      limited to training, cataloging, marketing, promotion, and administrative
      are covered by the *** set forth in Section 12; CUSTOMER will seek no
      additional remuneration from the SUPPLIER for any such costs.

21.   ***. The SUPPLIER agrees to accept from the CUSTOMER, certain of
      CUSTOMER'S *** due to SUPPLIER, subject to the following conditions:

      A.    SUPPLIER will accept up to *** from CUSTOMER in ***.

      B.    The SUPPLIER will accept up to *** from CUSTOMER in *** during any
            one calendar year.

      C.    SUPPLIER and CUSTOMER shall mutually agree to the timing and
            application of orders which will be remitted by way of *** from
            CUSTOMER'S account to the account of SUPPLIER.

22.   INDEPENDENT CONTRACTOR. The business conducted by CUSTOMER at CUSTOMER'S
      premises shall be the independent business of CUSTOMER, and the entire
      control and direction of the activities of such business shall be and
      remain with CUSTOMER. This contract and the elements provided herein are
      based on CUSTOMER being considered "closed distribution". That is, parts
      being sold to CUSTOMER are for the exclusive use of CUSTOMER'S
      installation facilities and will not be re-distributed or resold to
      businesses or installation facilities outside of Monro Service Corp., or
      Monro Muffler Brake, Inc. CUSTOMER shall not be the employee or agent of
      SUPPLIER, and CUSTOMER shall make no representation to the contrary.

23.   TIME OF THE ESSENCE/WAIVER. In performing all obligations under this
      Agreement, time is of the essence. The failure of any party hereto to
      exercise any right such party may have with respect to breach of any
      provision of this Agreement shall not impair or be deemed a waiver of such
      party's rights with respect to any continuing or subsequent breach of the
      same or any other provision of this Agreement.

                                       24
<PAGE>

24.   ETHICAL BUSINESS PRACTICE. CUSTOMER agrees to comply with all
      confidentiality and access to information requirements in Federal, State
      and Local laws and regulations. Through an adherence to, among other
      things, the provisions of CUSTOMER'S Code of Ethics, a copy of which may
      be found at http://www.monro.com/CorpSite/CodeOfEthics.pdf, all employees
      of CUSTOMER are required to maintain the highest standards of honesty,
      integrity and trustworthiness. Execution of this Agreement is evidence of
      SUPPLIER'S willingness to acknowledge these standards.

25.   PRODUCT CATALOGS. SUPPLIER agrees to provide complete and accurate catalog
      information to CUSTOMER for all Products, as outlined below. All
      electronic data must be supplied in the then current format specified by
      the Automotive Aftermarket Industry Association ("AAIA").

      A.    Electronic information providing coverage for a minimum of 95% of
            all vehicles serviced by CUSTOMER during the current and preceding
            twenty (20) years, and

      B.    Electronic information will be updated at least semi-annually, and
            provided in its entirety, and

      C.    Corrections of identified erroneous electronic information will be
            provided monthly; and

      D.    Electronic information will provide the correct part information for
            the specific vehicle application, without regard to CUSTOMER'S
            decision to stock such part, and

      E.    SUPPLIER shall provide, upon release of same, a quantity of each
            catalog, specification guide or other such media, in an amount
            sufficient to supply each location operated or managed by CUSTOMER.

                  Failure to provide catalog information as outlined above will
                  result in CUSTOMER obtaining the electronic information and/or
                  print catalog editions in a manner most expeditious and
                  beneficial to CUSTOMER. SUPPLIER agrees to reimburse CUSTOMER
                  for any and all costs associated with having to obtain catalog
                  information from alternate source(s).

26.   EXECUTION AND ACCEPTANCE. This Agreement or any modification hereof shall
      not be binding upon SUPPLIER until it has been duly accepted by SUPPLIER,
      as evidenced by the signature of one of SUPPLIER'S authorized officers or
      representatives in SUPPLIER'S offices, with an executed counterpart
      delivered to CUSTOMER. Commencement of business between the parties prior
      to such acceptance, signature and delivery of a counterpart shall not be
      construed as a waiver by SUPPLIER of this condition.

27.   POLICY / PROCEDURES. Any sales policy or procedure or procedure not
      specifically called out in this contract will default to the policies and
      procedures listed in Schedule E - "Federal-Mogul US Aftermarket Sales
      Policies - Revised 5/20/04"

28.   ENTIRETY OF CONTRACT. This writing is intended by the parties as the
      final, complete and exclusive statement of the terms, conditions and
      specifications of their agreement and is intended to supersede all
      previous oral or written agreements and understandings between the parties
      relating to its specific subject matter. No employee or agent of SUPPLIER
      has authority to make any statement, representation, promise or agreement
      not contained in this Agreement. No prior stipulation, agreement,
      understanding or course of dealing between the parties or their agents
      with respect to the subject matter of this

                                       25
<PAGE>

      Agreement shall be valid or enforceable unless embodied in this Agreement.
      No amendment, modification or waiver of any provision of this Agreement
      shall be valid or enforceable unless in writing and signed by all parties
      to this Agreement. This Agreement shall supersede, and shall not be
      modified or amended in any way by the terms of, any purchase order which
      may be issued by CUSTOMER for the purchase of product hereunder.

29.   SEVERABILITY. If any provision of this Agreement or the application of any
      such provision to any person or circumstance is held invalid, the
      application of such provision to any other person or circumstance and the
      remainder of this Agreement will not be affected thereby and will remain
      in full effect.

30.   GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AND SHALL BE
      DEEMED TO HAVE BEEN MADE AT ROCHESTER, NEW YORK. Any dispute, claim or
      controversy arising out of or related to this Agreement (or any of the
      Agreements attached hereto as exhibits) or breach, termination or validity
      thereof, may be, by mutual consent of the parties, settled by arbitration
      conducted expeditiously, in English, in accordance with the commercial
      Arbitration Rules of the American Arbitration Association ("AAA"). Within
      ten (10) business days of the filing of arbitration, the parties shall
      select a sole independent and impartial arbitrator in accordance with such
      Rules. If the parties mutually agree to arbitration, but are unable to
      agree upon an arbitrator within such period, the AAA will appoint an
      arbitrator on the eleventh (11th) day, which arbitrator shall be
      experienced in commercial matters. The arbitrator will issue findings of
      fact and conclusions of law to support his/her opinion and is not
      empowered to award damages in excess of compensatory damages. The place of
      arbitration shall be Rochester, New York. Judgment upon the award rendered
      by the arbitrator may be entered by any court having jurisdiction thereof.
      Notwithstanding any of the foregoing, either party may seek remedies
      through the courts, including, without limitation, injunctive relief,
      prior and without prejudice to arbitration in accordance with this
      provision. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY
      IN ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY HEREUNDER.

                  Notwithstanding anything contained in this Agreement, SUPPLIER
                  shall not be liable in any arbitration, litigation or other
                  proceeding for anything other than actual, compensatory
                  damages.

31.   RENEWABILITY. Subject to the requirement that CUSTOMER purchase Product in
      the amount of the Aggregate Shortfall Amount in Section 3, this Agreement
      has an established term and shall not automatically renew upon its
      expiration. If mutually desired, the Parties agree to terminate this
      Agreement and replace it with another Agreement prior to the expiration of
      the established term of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first
written above.

FEDERAL-MOGUL CORPORATION                 MONRO SERVICE CORPORATION

Signature:  /s/ Joseph P. Felicelli       Signature: /s/ Robert Gross
            -----------------------                  ---------------------------

Name:       Joseph P. Felicelli           Name:      Robert Gross

Title:      Executive Vice President      Title:     President/CEO

Date:       November 2, 2004              Date:      November 2, 2004

                                       26