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                                                                 EXHIBIT 10.02c


                             AMENDMENT NO. 3 TO THE
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                MONRO MUFFLER BRAKE, INC. NON-EMPLOYEE DIRECTORS'
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                                STOCK OPTION PLAN
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                  AMENDMENT NO. 3 to the Monro Muffler Brake, Inc. Non-Employee
Directors' Stock Option Plan, dated as of this 2nd day of August, 1999.

                  WHEREAS, Monro Muffler Brake, Inc. (the "Company") has a
Non-Employee Directors' Stock Option Plan (the "Plan") in place to secure for
the Company, the benefits of the incentive inherent in increased common stock
ownership by members of the Company's Board of Directors (the "Board") who are
not also employees of the Company or any of its subsidiaries; and

                  WHEREAS, the Company desires to amend the Plan to reflect
certain changes in the rules promulgated pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended, and clarify the ability of the
Committee and the Board to amend the Plan.

                  NOW, therefore, the Company amends the Plan as follows:

1.       Section 6 of the Plan is hereby amended by deleting the following
         sentences: "It is intended that the Plan will constitute a "formula
         plan" within the meaning of Rule 16b-3 under the Exchange Act. The
         provisions of the Plan and of any Option agreement made pursuant to the
         Plan will be interpreted and applied accordingly."; and adding "Subject
         to Section 7 hereof," to the beginning of the second paragraph of
         Section 6 of the Plan."

2.       Section 7 of the Plan is hereby amended and restated in its entirety as
         follows:

                  "7. TERMINATION AND AMENDMENT. At any time the Committee may
                  suspend or terminate this Plan and make such additions or
                  amendments as it deems advisable; PROVIDED, that such
                  additions or amendments are made in compliance with Rule 16b-3
                  of the Exchange Act (as such rule may be amended from time to
                  time); and PROVIDED, FURTHER, that any amendment that would
                  (i) materially increase the aggregate number of shares which
                  may be issued the Plan, (ii) materially increase the benefits
                  accruing to Non-Employee Directors 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, except that any such increase or
                  modification that may result from adjustments authorized by
                  Article 5(e) hereof shall not require such shareholder
                  approval. No Options shall be granted hereunder after August
                  1, 2004. Notwithstanding any termination (other than pursuant
                  to paragraph 5(a) above), the terms of the Plan shall continue
                  to apply to Options granted prior to any such termination."

3.       GOVERNING LAW

                  The Plan and this Amendment shall be governed in all respects
by the laws of the State of New York.