EX-10.04B



 





Exhibit 10.04b




MONRO MUFFLER BRAKE, INC.

RETIREMENT PLAN




Amendment No. 2 to GUST Restatement



Pursuant to Section 11.1, the Company hereby amends the Plan as follows:





	I.	 	EGTRRA





     The Company hereby amends the Plan to reflect certain provisions of the Economic Growth and
Tax Relief Reconciliation Act of 2001 (“EGTRRA”). These amendments are intended as good faith
compliance with the requirements of EGTRRA and are to be construed in accordance with EGTRRA and
guidance issued thereunder. Notwithstanding other provisions of the Plan to the contrary,
effective January 1, 2002 (unless otherwise specified) the changes noted below shall apply.
These amendments shall supersede other provisions of the Plan to the extent those provisions are
inconsistent with these amendments.




	 	1.1	 	Direct Rollovers of Plan Distributions






     Section 1.17 of the Plan is deleted in its entirety and replaced with the
following new provision:




1.17 “Eligible Retirement Plan” means a plan described in
Section 5.9(b)(ii) of the Plan.




     Section 5.9(b)(ii) of the Plan is deleted in its entirety and replaced with the
following new provision:




(ii) An “Eligible Retirement Plan” is an individual retirement
account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), and annuity plan
described in Code Section 403(a), or a Plan described in Sections
401(a), 403(b), or 457(b) of the Code that accepts the Distributee’s
Eligible Rollover Distribution.




	 	1.2	 	Modification of Top-Heavy Provisions






     Section 14 of the Plan is amended by adding to the end thereof the following
new Section 14.3:




14.3 Modification of Top-Heavy Provisions for EGTRRA




a. Determination of top-heavy status.




     1. Key Employee. Key Employee means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year
that includes the determination date was an officer of the Company having
annual compensation greater than $130,000 (as adjusted under section
416(1) of the Code for Plan Years beginning after December 31, 2002), a
5-percent owner of the Company, or a 1-percent owner of the Company
having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of section
415(c)(3) of the Code. The determination of who is a Key Employee will be
made in accordance with section 416(1) of the Code and the applicable
regulations and other guidance of general applicability issued
thereunder.



 









 






     2. Determination of present values and amounts. This Section shall
apply for purposes of determining the present values of accrued benefits
of Employees as of the determination date.




     3. Distributions during year ending on the determination date. The
present values of accrued benefits of an Employee as of the determination
date shall be increased by the distributions made with respect to the
Employee under the Plan and any plan aggregated with the Plan under
section 416(g)(2) of the Code during the 1-year period ending on the
determination date. The preceding sentence shall also
apply to distributions under a terminated plan which, had it not
been terminated, would have been aggregated with the Plan under section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
reason other than separation from service, death, or disability, this
provision shall be applied by substituting “5-year period” for “1-year
period.”




     4. Employees not performing services during year ending on the
determination date. The accrued benefits of any individual who has not
performed services for the Company during the 1-year period ending on
the determination date shall not be taken into account.




b. Minimum benefits. For purposes of satisfying the minimum benefit
requirements of section 416(c)(1) of the Code and the Plan, in
determining years of service with the Company, any service with the
Company shall be disregarded to the extent that such service occurs
during a Plan Year when the Plan benefits (within the meaning of section
410(b) of the Code) no Key Employee or former Key Employee.




	II.	 	Minimum Required Distributions





     The following new Section 5.10 shall be added to the Plan:




5.10 Minimum Required Distributions




Subsection 1. General Rules




1.1. Effective Date. The provisions of this Section will apply for purposes of
determining required minimum distributions beginning January 1, 2003.




1.2. Precedence. The requirements of this Section 5.10 will take precedence over any
inconsistent provisions elsewhere in the Plan.




1.3. Requirements of Treasury Regulations Incorporated. All distributions required under
this Section will be determined and made in accordance with the Treasury regulations
under section 401(a)(9) of the Internal Revenue Code.




1.4. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this
Section, other than subsection 1.3, distributions may be made under a designation made
before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (TEFRA) and the provisions of the Plan that relate to section
242(b)(2) of TEFRA




Subsection 2. Time and Manner of Distribution.




2.1. Required Beginning Date. A Participant’s entire interest will be distributed, or
begin to be distributed, to the Participant no later than the Participant’s required
beginning date.




2.2. Death of Participant Before Distributions Begin. If the Participant dies before
distributions begin, the Participant’s entire interest will be distributed, or begin to
be distributed, no later than as follows:




     (a) If the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary, distributions to the surviving spouse will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant died, or
by December 31 of the calendar year in which the Participant would have attained age 701/2,
if later.



 









 






     (b) If the Participant’s surviving spouse is not the Participant’s sole designated
Beneficiary, distributions to the designated Beneficiary will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant died.




     (c) If there is no designated Beneficiary as of September 30 of the year following the
year of the Participant’s death, the Participant’s entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary of the Participant’s
death.




     (d) If the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary and the surviving spouse dies after the Participant but before distributions
to the surviving spouse begin, this subsection 2.2, other than subsection 2.2(a), will
apply as if the surviving spouse were the Participant.




For purposes of this subsection 2.2 and subsection 5, distributions are considered to
begin on the Participant’s required beginning date (or, if subsection 2.2(d) applies, the
date distributions are required to begin to the surviving spouse under subsection
2.2(a)). If annuity payments irrevocably commence to the Participant before the
Participant’s required beginning date (or to the Participant’s surviving spouse before
the date distributions are required to begin to the surviving spouse under subsection
2.2(a)), the date distributions are considered to begin is the date distributions
actually commence.




2.3. Form of Distribution. Unless the Participant’s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the
required beginning date, as of the first distribution calendar year distributions will be
made in accordance with subsections 3, 4 and 5 of this Section. If the Participant’s
interest is distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of section
401(a)(9) of the Code and the Treasury regulations. Any part of the Participant’s
interest which is in the form of an individual account described in section 414(k) of the
Code will be distributed in a manner satisfying the requirements of section 401(a)(9) of
the Code and the Treasury regulations that apply to individual accounts.




Subsection 3. Determination of Amount to be Distributed Each Year.




3.1. General Annuity Requirements. If the Participant’s interest is paid in the form of
annuity distributions under the Plan, payments under the annuity will satisfy the
following requirements:




     (a) the annuity distributions will be paid in periodic payments made at intervals not
longer than one year;




     (b) the distribution period will be over a life (or lives) or over a period certain not
longer than the period described in subsection 4 or 5;




     (c) once payments have begun over a period certain, the period certain will not be
changed even if the period certain is shorter than the maximum permitted;




     (d) payments will either be non-increasing or increase only as follows:




     (1) by an annual percentage increase that does not exceed the annual percentage increase
in a cost-of-living index that is based on prices of all items and issued by the Bureau
of Labor Statistics;




     (2) to the extent of the reduction in the amount of the Participant’s payments to provide
for a survivor benefit upon death, but only if the Beneficiary whose life was being used
to determine the distribution period described in subsection 4 dies or is no longer the
Participant’s Beneficiary pursuant to a qualified domestic relations order within the
meaning of section 414(p);




     (3) to provide cash refunds of employee contributions upon the Participant’s death; or



 









 






     (4) to pay increased benefits that result from a Plan amendment.




3.2. Amount Required to be Distributed by Required Beginning Date. The amount that must
be distributed on or before the Participant’s required beginning date (or, if the
Participant dies before distributions begin, the date distributions are required to begin
under subsection 2.2(a) or (b)) is the payment that is required for one payment interval.
The second payment need not be made until the end of the next payment interval even if
that payment interval ends in the next calendar year. Payment intervals are the periods
for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually.
All of the Participant’s benefit accruals as of the last day of the first distribution
calendar year will be included in the calculation of the amount of the annuity payments
for payment intervals ending on or after the Participant’s required beginning date.




3.3. Additional Accruals After First Distribution Calendar Year. Any additional benefits
accruing to the Participant in a calendar year after the first distribution calendar year
will be distributed beginning with the first payment interval ending in the calendar year
immediately following the calendar year in which such amount accrues.




Subsection 4. Requirements For Annuity Distributions That Commence During Participant’s
Lifetime.




4.1. Joint Life Annuities Where the Beneficiary Is Not the Participant’s Spouse. If the
Participant’s interest is being distributed in the form of a joint and survivor annuity
for the joint lives of the Participant and a nonspouse Beneficiary, annuity payments to
be made on or after the Participant’s required beginning date to the designated
Beneficiary after the Participant’s death must not at any time exceed the applicable
percentage of the annuity payment for such period that would have been payable to the
Participant using the table set forth in Q&A-2 of section 1.401 (a)(9)-6T of the Treasury
regulations. If the form of distribution combines a joint and survivor annuity for the
joint lives of the Participant and a nonspouse Beneficiary and a period certain annuity,
the requirement in the preceding sentence will apply to annuity payments to be made to
the designated Beneficiary after the expiration of the period certain.




4.2. Period Certain Annuities. Unless the Participant’s spouse is the sole designated
Beneficiary and the form of distribution is a period certain and no life annuity, the
period certain for an annuity distribution commencing during the Participant’s lifetime
may not exceed the applicable distribution period for the Participant under the Uniform
Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations for the
calendar year that contains the annuity starting date. If the annuity starting date
precedes the year in which the Participant reaches age 70, the applicable distribution
period for the Participant is the distribution period for age 70 under the Uniform
Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations plus the
excess of 70 over the age of the Participant as of the Participant’s birthday in the year
that contains the annuity starting date. If the Participant’s spouse is the
Participant’s sole designated Beneficiary and the form of distribution is a period
certain and no life annuity, the period certain may not exceed the longer of the
Participant’s applicable distribution period, as determined under this subsection 4.2, or
the joint life and last survivor expectancy of the Participant and the Participant’s
spouse as determined under the Joint and Last Survivor Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained
ages as of the Participant’s and spouse’s birthdays in the calendar year that contains
the annuity starting date.




Subsection 5. Requirements For Minimum Distributions Where Participant Dies Before Date
Distributions Begin.




5.1. Participant Survived by Designated Beneficiary. If the Participant dies before the
date distribution of his or her interest begins and there is a designated Beneficiary,
the Participant’s entire interest will be distributed, beginning no later than the time
described in subsection 2.2(a) or (b), over the life of the designated Beneficiary or
over a period certain not exceeding:




     (a) unless the annuity starting date is before the first distribution calendar year, the
life expectancy of the designated Beneficiary determined using the Beneficiary’s age as
of the Beneficiary’s birthday in the calendar year immediately following the calendar
year of the Participant’s death; or



 









 






     (b) if the annuity starting date is before the first distribution calendar year, the life
expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the
Beneficiary’s birthday in the calendar year that contains the annuity starting date.




5.2. No Designated Beneficiary. If the Participant dies before the date distributions
begin and there is no designated Beneficiary as of September 30 of the year following the
year of the Participant’s death, distribution of the Participant’s entire interest will
be completed by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.




5.3. Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the
Participant dies before the date distribution of his or her interest begins, the
Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the
surviving spouse dies before distributions to the surviving spouse begin, this subsection
5 will apply as if the surviving spouse were the Participant, except that the time by
which distributions must begin will be determined without regard to subsection 2.2(a).




Subsection 6. Definitions.




6.1. Designated Beneficiary. The individual who is designated as the Beneficiary under
the Plan and is the designated Beneficiary under section 401(a)(9) of the Internal
Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.




6.2. Distribution Calendar Year. A calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s death, the first
distribution calendar year is the calendar year immediately preceding the calendar year
which contains the Participant’s required beginning date. For distributions beginning
after the Participant’s death, the first distribution calendar year is the calendar year
in which distributions are required to begin pursuant to subsection 2.2.




6.3. Life Expectancy. Life expectancy as computed by use of the Single Life Table in
section 1.401(a)(9)-9 of the Treasury regulations.




6.4. Required Beginning Date. The date specified in Section 5.2(d) of the Plan.




	 	III.	 	Applicable Interest Rate and Applicable Mortality Table
	 
	 	 	 	Exhibit B is replaced with the new Exhibit B attached hereto.





     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan
amendment on its behalf this 2nd day of December, 2002.



	 	 	 	 	 
	 	MONRO MUFFLER BRAKE, INC.

 	 
	 	By:  	/s/ Catherine D’Amico
 	 
	 	 	Title: Executive Vice President — Chief Financial Officer 	 
	 	 	 	 



 









 





	 	 	 	 	 



EXHIBIT B




CALCULATION OF LUMP SUMS





	 	 	Mortality:






     The “applicable mortality table” prescribed in Code section 417(e)(3)(A), as
amended.



     Interest:



The “applicable interest rate” prescribed in Code section 417(e)(3)(A), as amended, for the month
of February preceding the Plan Year of the distribution. For purposes of these assumptions,
February shall be the “lookback month” and the Plan Year shall be the “stability period” as
defined under Treasury Regulations §1.417(e)-(1).