SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

o   Preliminary Proxy Statement

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x   Definitive Proxy Statement

o   Definitive Additional Materials

o   Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Genuine Parts Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1) Title of each class of securities to which transaction applies:

     (2) Aggregate number of securities to which transaction applies:

     (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

     (4) Proposed maximum aggregate value of transaction:

     (5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule  0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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GENUINE PARTS COMPANY

2999 Circle 75 Parkway

Atlanta, Georgia 30339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 15, 2002

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

      Notice is hereby given that the Annual Meeting of Shareholders of Genuine Parts Company (the “Company”) will be held at 2999 Circle 75 Parkway, Atlanta, Georgia, on the 15th day of April, 2002, at 10:00 a.m., for the following purposes:

      (1) To elect four Class I directors;

      (2) To consider and vote upon a proposal to ratify the selection of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending December 31, 2002; and

      (3) To act upon such other matters as may properly come before the meeting or any reconvened meeting following any adjournment thereof.

      Only holders of record of Common Stock at the close of business on February 7, 2002 will be entitled to vote at the meeting. The transfer books will not be closed. A complete list of the shareholders entitled to vote at the meeting will be available for inspection by shareholders at the offices of the Company immediately prior to the meeting.

      The Annual Meeting may be adjourned from time to time without notice other than announcement at the Annual Meeting, and any business for which notice of the Annual Meeting is hereby given may be transacted at a reconvened meeting following such adjournment.

By Order of the Board of Directors,

CAROL B. YANCEY

Vice President and Corporate Secretary

Atlanta, Georgia

March 1, 2002

      WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE, OR YOU CAN VOTE BY TELEPHONE OR INTERNET PURSUANT TO THE ENCLOSED INSTRUCTIONS. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

TABLE OF CONTENTS

GENUINE PARTS COMPANY

2999 Circle 75 Parkway

Atlanta, Georgia 30339

PROXY STATEMENT

ANNUAL MEETING — APRIL 15, 2002

      This Proxy Statement is being furnished to the shareholders of Genuine Parts Company (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Company’s Annual Meeting of Shareholders to be held on April 15, 2002, at 10:00 a.m. local time, and at any reconvened meeting following any adjournment thereof. This proxy statement and the accompanying proxy are first being mailed to shareholders on or about March 1, 2002.

      Shareholders of record can simplify their voting and reduce the Company’s costs by voting their shares via telephone or the Internet. Instructions for voting via telephone or the Internet are set forth on the perforated page attached to the proxy card. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures enable shareholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. If your shares are held in the name of a bank or broker, the availability of telephone and Internet voting will depend on the voting processes of the applicable bank or broker; therefore, it is recommended that you follow the voting instructions on the form you receive. If you do not choose to vote by telephone or the Internet, please date, sign and return the enclosed proxy card.

      All properly executed written proxy cards, and all properly completed proxies voted by telephone or the Internet, which are delivered in accordance with this solicitation (and not later revoked) will be voted in accordance with instructions given in the proxy. A shareholder who submits a proxy pursuant to this solicitation may revoke it at any time prior to its exercise at the Annual Meeting. Such revocation may be by delivery of written notice to the Corporate Secretary of the Company, by delivery of a proxy bearing a later date, or by voting in person at the Annual Meeting. The mailing address of the executive offices of the Company is 2999 Circle 75 Parkway, Atlanta, Georgia 30339.

      An annual report to the shareholders, including financial statements for the year ended December 31, 2001, is enclosed herewith.

      At the close of business on the record date for the Annual Meeting, which was February 7, 2002, the Company had outstanding and entitled to vote at the Annual Meeting 173,820,966 shares of Common Stock.

      Each shareholder is entitled to one vote on each proposal per share of Common Stock held as of the record date. A quorum for the purposes of all matters to be voted on shall consist of shareholders representing, in person or by proxy, a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting.

      The vote required for the election of directors and the selection of independent auditors is a majority of the shares of Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. Consequently, with respect to the election of directors, withholding authority to vote with respect to one or more nominees will be counted as present for purposes of determining the existence of a quorum and as part of the base number of votes to be used in determining if the proposal has received the requisite number of votes for approval, and will have the same effect as a vote “against” such proposal. With respect to the proposal for the selection of independent auditors, abstentions and broker “non-votes” will be counted as present for purposes of determining the existence of a quorum and as part of the base number of votes to be used in determining if the proposal has received the requisite number of votes for approval, and will have the same effect as a vote “against” such proposal. A broker “non-vote” occurs when a nominee holding shares for a

beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

PLEASE NOTE — IMPORTANT NOTICE REGARDING

DELIVERY OF SHAREHOLDER DOCUMENTS

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

      The Securities and Exchange Commission recently approved a new rule concerning the delivery of annual reports and proxy statements. It permits us, with your permission, to send a single set of these reports to any household at which two or more shareholders reside if we believe that they are members of the same family. Each shareholder will continue to receive a separate proxy card. This procedure, known as householding, reduces the volume of duplicate information you receive and helps to reduce our expenses. In order to take advantage of this opportunity, we have delivered only one proxy statement and annual report to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We will deliver a separate copy of the proxy statement or annual report, as requested, to any shareholder at a shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of a proxy statement or annual report, either now or in the future, you can request a separate copy of the proxy statement or annual report by writing to us at any time at the following address: Investor Relations, Genuine Parts Company, 2999 Circle 75 Parkway, Atlanta, Georgia 30339.

      This year, a majority of brokerage firms have instituted householding. If your family has multiple holdings in the Company, you may have received householding notification directly from your broker. Please contact your broker directly if you have any questions, require additional copies of the proxy statement or annual report, or wish to revoke your decision to household, and thereby receive multiple statements and reports. These options are available to you at any time.

1. ELECTION OF DIRECTORS

      The Board of Directors of the Company currently consists of eleven directorships, divided into two classes of four directors each and one class of three directors, with the terms of office of each class ending in successive years. The terms of directors in Class I expire on the date of this Annual Meeting. The current directors in Class II and Class III will continue in office.

      The shareholders are being asked to vote on the election of four nominees for director in Class I. The Class I nominees will serve for terms of three years each and until their successors are duly elected and qualified or until their earlier resignation, retirement, disqualification, removal from office or death. All of the nominees are presently directors. In the absence of contrary instructions, the proxy will be voted for the election of the four nominees whose names appear below. In the event that any nominee is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for the election of the remaining nominees and for the election of such other persons as they may select.

      THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

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      The following tables and information below set forth the name of each nominee and each director continuing in office, their ages, principal occupations and the year each of them first joined the Board. For information concerning membership on committees of the Board of Directors, see “Other Information about the Board and its Committees” below.

NOMINEES FOR DIRECTOR

CLASS I

For a three-year term expiring on the date of the 2005 Annual Meeting

				Year First
Name	Age		Position with the Company	Elected Director
Bradley Currey, Jr.		71	Director	1990
Robert P. Forrestal		70	Director	1996
Thomas C. Gallagher		54	President, Chief Operating Officer and Director	1990
Lawrence G. Steiner		63	Director	1972

      Mr. Currey is the retired Chairman of the Board of Directors of Rock-Tenn Company, a manufacturer and distributor of paperboard and packaging products located in Norcross, Georgia. He held the position of Chief Executive Officer from 1989 to 1999 and the position of Chairman of the Board from 1993 to 2000. Mr. Currey was President of Rock-Tenn Company from 1978 to 1995. Mr. Currey is a director of Brown & Brown, Inc. and Rock-Tenn Company. Mr. Currey will reach mandatory retirement age and retire prior to the expiration of his term.

      Mr. Forrestal is of counsel in the law firm of Smith, Gambrell & Russell in Atlanta, Georgia, a position he has held since January 1996. Mr. Forrestal was President and Chief Executive Officer of the Federal Reserve Bank of Atlanta from 1983 to 1995. Mr. Forrestal is a director of ING North America Company and ING Advisory Council. Mr. Forrestal will reach mandatory retirement age and retire prior to the expiration of his term.

      Mr. Gallagher has been President and Chief Operating Officer of the Company since 1990 and Chairman of the Board of Directors and Chief Executive Officer of S.P. Richards Company from 1988 through 1999. Mr. Gallagher is a director of Oxford Industries, Inc. and STI Classic Funds.

      Mr. Steiner is Chairman of the Board and Chief Executive Officer of Ameripride Services Inc. Mr. Steiner served as President of Ameripride Services Inc. from 1979 through 2000 and has been Chairman of the Board since 1992. Ameripride Services Inc. is headquartered in Minneapolis, Minnesota, and is engaged in the business of linen and garment rental.

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

CLASS II

Term expiring on the date of the 2003 Annual Meeting

				Year First
Name	Age		Position with the Company	Elected Director
Richard W. Courts, II		66	Director		1998
Larry L. Prince		63	Chairman of the Board, Chief Executive Officer and Director		1978
James B. Williams		68	Director		1980

      Mr. Courts is Chairman of the Board of Directors of Atlantic Investment Company, a position he has held since 1992, following his service as President since 1970. Atlantic Investment Company is headquartered in Atlanta, Georgia and is engaged in the business of real estate and capital investments. Mr. Courts is also a

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director of SunTrust Banks of Georgia, Inc., SunTrust Bank, Atlanta, STI Classic Funds, and Cousins Properties, Inc.

      Mr. Prince is Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Prince has been Chairman of the Board since 1990 and Chief Executive Officer since 1989. He is also a director of Crawford & Company, Equifax Inc., John H. Harland Co., Southern Mills, Inc., and SunTrust Banks, Inc.

      Mr. Williams is Chairman of the Executive Committee of SunTrust Banks, Inc., a position he has held since 1998. Mr. Williams was Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc. from 1991 to 1998. Mr. Williams has been a member of the Board of Directors of SunTrust Banks, Inc. since 1984. He served as President of SunTrust Banks, Inc. from 1990 to 1991. Mr. Williams is also a director of The Coca-Cola Company, Georgia-Pacific Corporation, Rollins, Inc., RPC, Inc., and Marine Products Corporation.

CLASS III

Term expiring on the date of the 2004 Annual Meeting

				Year First
Name	Age		Position with the Company	Elected Director
Jean Douville		58	Director		1992
Michael M.E. Johns, M.D.		60	Director		2000
J. Hicks Lanier		61	Director		1995
Alana S. Shepherd		71	Director		1993

      Mr. Douville is the Chairman of the Board of Directors of UAP Inc., having been a director since 1981 and Chairman since 1994. He served as President of UAP Inc. from 1981 through 2000 and as Chief Executive Officer from 1982 through 2000. UAP Inc., a wholly-owned subsidiary of the Company, is a distributor of automotive replacement parts headquartered in Montreal, Quebec, Canada. Mr. Douville is a director of A.L. Van Houtte Ltd., Banque Nationale du Canada, and Leroux Steel Inc.

      Dr. Johns has served since June 1996 as Executive Vice President for Health Affairs, Emory University; Director of the Robert W. Woodruff Health Sciences Center; and Chairman and Chief Executive Officer of Emory Healthcare, Emory University. From 1992 to June 1996, Dr. Johns served as Dean of the School of Medicine, John Hopkins University. Dr. Johns is a director of Biomedical Disposal, Inc. and I-Trax Inc.

      Mr. Lanier has been President of Oxford Industries, Inc. since 1977, Chief Executive Officer and Chairman of the Board of Oxford Industries, Inc. since 1981 and a director of Oxford Industries, Inc. since 1969. Oxford Industries, Inc. is an apparel manufacturer headquartered in Atlanta, Georgia. Mr. Lanier is also a director of Crawford & Company, SunTrust Banks of Georgia, Inc. and West Point Stevens, Inc.

      Ms. Shepherd is Secretary of the Board of Directors of The Shepherd Center, a position she has held since 1974. Ms. Shepherd is a director emeritus of Wachovia Bank of Georgia.

Other Information About the Board and its Committees

      During 2001, the Board of Directors held four meetings. All of the directors attended at least 75% of the aggregate total number of meetings of the Board of Directors and meetings of Committees of the Board on which they served. The Board presently has three standing committees. Certain information regarding the functions of the Board’s committees, their present membership and the number of meetings held by each committee during 2001 is described below:

      Executive Committee. The Executive Committee is authorized, to the extent permitted by law, to act on behalf of the Board of Directors on all matters that may arise between regular meetings of the Board upon which the Board of Directors would be authorized to act. The current members of the

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Executive Committee are Larry L. Prince (Chairman), Thomas C. Gallagher, Bradley Currey, Jr. and James B. Williams. During 2001, this committee held five meetings.

      Audit Committee. The Audit Committee annually reviews and recommends to the Board the firm to be engaged as independent auditors for the Company for the next fiscal year, reviews with the independent auditors the plan and results of the audit engagement, reviews the scope and results of the Company’s procedures for internal auditing and inquires as to the adequacy of the Company’s internal accounting controls. The Report of the Audit Committee appears on page 17, and the Charter of the Audit Committee was included as Appendix A to our 2001 Proxy Statement. The current members of the Audit Committee are James B. Williams (Chairman), Michael M.E. Johns, M.D., Robert P. Forrestal, Alana S. Shepherd and Lawrence G. Steiner. During 2001, the Audit Committee held five meetings.

      Compensation and Stock Option Committee. The Compensation and Stock Option Committee is authorized to fix the compensation of senior officers of the Company, to administer the Company’s 1988 Stock Option Plan, 1992 Stock Option and Incentive Plan, 1999 Long-Term Incentive Plan and 1999 Annual Incentive Bonus Plan, and to amend certain other benefit plans of the Company. The current members of the Compensation and Stock Option Committee are J. Hicks Lanier (Chairman), Richard W. Courts, II, Bradley Currey, Jr. and James B. Williams. During 2001, the Compensation and Stock Option Committee held two meetings.

      The Company’s Board of Directors does not have a nominating committee.

      Compensation of Directors. During 2001, directors who were not full-time employees of the Company or its subsidiaries were paid $7,500 per fiscal quarter plus $1,100 per meeting attended, except the Chairmen of the Audit Committee and the Compensation and Stock Option Committee who were paid $8,500 per fiscal quarter plus $1,100 per meeting attended.

Common Stock Ownership of Certain Beneficial Owners

      The following table sets forth information as of February 7, 2002, as to persons or groups known to the Company to be beneficial owners of more than five percent of the outstanding Common Stock of the Company.

		Shares
	Name and Address	Beneficially			Percent
Title of Class	of Beneficial Owner	Owned(1)			of Class
Common Stock, $1.00 par value	AXA Financial, Inc. and affiliates 1290 Avenue of the Americas New York, New York 10104		20,850,367	(2)		12.0%
Common Stock, $1.00 par value	Dodge & Cox One Sansome St., 35th Floor San Francisco, California 94104		16,674,270	(3)		9.6%
Common Stock, $1.00 par value	Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071		12,015,800	(4)		6.9%

(1)

This information is based upon information included in (a) a Schedule 13G, dated February 12, 2002, filed by AXA Financial, Inc. and its French affiliates, AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle and AXA (collectively the “AXA entities”), (b) a Schedule 13G, dated February 7, 2002, filed by Dodge & Cox, and (c) a Schedule 13G, dated February 11, 2002, filed by Capital Research and Management Company.

(2)

The AXA entities filed in their capacities as parent holding company of Alliance Capital Management L.P., a registered investment adviser which holds shares of Company common stock for investment purposes on behalf of client discretionary investment advisory accounts, and of The Equitable Life

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	Assurance Society of the United States, an insurance company and registered investment adviser, which holds shares of Company stock for investment purposes. The AXA entities disclaim beneficial ownership of these shares.
(3)	Dodge & Cox is a registered investment adviser. The reported shares are beneficially owned by clients of Dodge & Cox, which clients may include registered investment companies and/or employee benefit plans, pension funds, endowment funds or other institutional clients.
(4)	Capital Research and Management Company, a registered investment adviser, is deemed to be the beneficial owner of the reported shares as a result of acting as investment adviser to various registered investment companies. Capital Research and Management Company disclaims beneficial ownership of these shares.

Common Stock Ownership of Management

      Based on information provided to the Company, set forth in the table below is information regarding the beneficial ownership of Common Stock of the Company by the Company’s directors, the Named Executive Officers (as defined herein) and the directors, nominees for director and executive officers of the Company as a group (14 persons) as of February 7, 2002:

							Percentage of
		Name of Director, Nominee		Shares of Common Stock			Common Stock
Title of Class		or Named Executive Officer		Beneficially Owned(1)			Outstanding(2)
Common Stock,			Richard W. Courts, II		389,712	(3)		*
	$1.00 par value		Bradley Currey, Jr.		47,336	(4)		*
			Jean Douville		4,309	(5)		*
			Robert P. Forrestal		1,500	(6)		*
			Thomas C. Gallagher		1,717,528	(7)		*
			Michael M.E. Johns, M.D.		2,703	(8)		*
			George W. Kalafut		2,828,867	(9)		1.6	%
			J. Hicks Lanier		40,881	(10)		*
			Jerry W. Nix		2,788,414	(11)		1.6	%
			Larry L. Prince		1,078,216	(12)		*
			Alana S. Shepherd		2,599			*
			Lawrence G. Steiner		8,020	(13)		*
			Edward J. Van Stedum		2,744,117	(14)		1.6	%
			James B. Williams		38,722	(15)		*
		Directors, Nominees and Executive Officers as a Group			5,042,363	(16)		2.9	%

     *  Less than 1%.

(1)

Information relating to the beneficial ownership of Common Stock by directors, nominees for director and Named Executive Officers is based upon information furnished by each such individual using “beneficial ownership” concepts set forth in rules promulgated by the Securities and Exchange Commission under Section 13(d) of the Securities Exchange Act of 1934. Except as indicated in other footnotes to this table, directors, nominees and Named Executive Officers possessed sole voting and investment power with respect to all shares set forth by their names. The table includes, in some instances, shares in which members of a director’s, nominee’s or executive officer’s immediate family have a beneficial interest, and as to which such shares the director, nominee or executive officer disclaims beneficial ownership.

(2)

Unless indicated in the table, the number of shares included in the table as beneficially owned by a director, nominee or Named Executive Officer does not exceed one percent of the outstanding Common Stock of the Company.

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(3)	Includes 1,350 shares held by a Trust for which Mr. Courts is a trustee, 110,000 shares of a charitable foundation of which Mr. Courts is the President, and 276,065 shares held by certain charitable foundations for which Mr. Courts is a trustee and thereby has shared voting and investment power. (Mr. Courts disclaims beneficial ownership as to the shares held by such trusts and foundations). Also includes 225 shares owned by Mr. Courts’ wife (as to which shares Mr. Courts disclaims beneficial ownership.) Includes 2,072 shares of Common Stock equivalents held in Mr. Court’s stock account under the Directors’ Deferred Compensation Plan. See “Compensation Pursuant to Plans.”
(4)	Includes 7,336 shares of Common Stock equivalents held in Mr. Currey’s stock account under the Directors’ Deferred Compensation Plan. See “Compensation Pursuant to Plans.”
(5)	Includes 2,059 shares of Common Stock equivalents held in Mr. Douville’s stock account under the Directors’ Deferred Compensation Plan. See “Compensation Pursuant to Plans.”
(6)	All 1,500 shares are owned jointly by Mr. Forrestal and his wife.
(7)	Includes 463,867 shares subject to stock options exercisable currently or within 60 days and 946 shares owned jointly by Mr. Gallagher and his wife. In addition, Mr. Gallagher is one of four trustees for 1,088,532 shares held in a benefit fund for Company employees. Mr. Gallagher disclaims beneficial ownership as to all such shares held in trust.
(8)	Includes 1,956 shares of Common Stock equivalents held in Dr. Johns’ stock account under the Directors’ Deferred Compensation Plan. See “Compensation Pursuant to Plans.” Also includes 747 shares owned jointly by Dr. Johns and his wife.
(9)	Includes 94,775 shares subject to stock options exercisable currently or within 60 days. In addition, Mr. Kalafut is one of four trustees for 1,088,532 shares held in a benefit fund for Company employees and one of three trustees for 1,606,920 shares held in trust for the Company’s Pension Plan. Including the shares held in such trusts, Mr. Kalafut’s beneficial ownership was 1.6% of the common stock outstanding on February 7, 2002. Mr. Kalafut disclaims beneficial ownership as to all such shares held in both trusts.

(10)	Includes 2,400 shares held by a trust for the benefit of Mr. Lanier as to which Mr. Lanier has sole voting power and has the ability to veto investment decisions made by the trustee. Also includes 2,250 shares owned by Oxford Industries, Inc., as to which Mr. Lanier has shared voting and investment power (as to which shares Mr. Lanier disclaims beneficial ownership). Also includes 24,831 shares held by a charitable foundation for which Mr. Lanier is one of six trustees and thereby has shared voting and investment power for such shares (as to which shares Mr. Lanier disclaims beneficial ownership). Also includes 9,900 shares held in four trusts for the benefit of Mr. Lanier’s siblings for which Mr. Lanier has sole voting power and has the ability to veto investment decisions made by the trustees. Mr. Lanier disclaims beneficial ownership as to these 9,900 shares.
(11)	Includes 56,128 shares subject to stock options exercisable currently or within 60 days. Mr. Nix is one of four trustees for 1,088,532 shares held in a benefit fund for Company employees and one of three trustees for 1,606,920 shares held in trust for the Company’s Pension Plan. Mr. Nix’s beneficial ownership was 1.6% of the Common Stock outstanding on February 7, 2002. Mr. Nix disclaims beneficial ownership as to all such shares held in both trusts.
(12)	Includes 661,469 shares subject to stock options exercisable currently or within 60 days, and includes 171,125 shares held by a charitable foundation for which Mr. Prince is a trustee and thereby has shared voting and investment power for such shares. Mr. Prince disclaims beneficial ownership as to such shares held in trust.
(13)	Includes 1,113 shares owned by Mr. Steiner’s wife as to which such shares Mr. Steiner disclaims beneficial ownership and 2,407 shares held in trust in nominee’s name for the benefit of Mr. Steiner.
(14)	Includes 45,437 shares subject to stock options exercisable currently or within 60 days. Mr. Van Stedum is one of four trustees for 1,088,532 shares held in a benefit fund for Company employees and one of three trustees for 1,606,920 shares held in trust for the Company’s Pension Plan. Including the shares held in such trusts, Mr. Van Stedum’s beneficial ownership was 1.6% of the common stock outstanding

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	on February 7, 2002. Mr. Van Stedum disclaims beneficial ownership as to all such shares held in both trusts.
(15)	Includes 8,723 shares of Common Stock equivalents held in Mr. Williams’ stock account under the Directors’ Deferred Compensation Plan. See “Compensation Pursuant to Plans.”
(16)	This figure includes 1,321,676 shares issuable to certain executive officers upon the exercise of options that are exercisable currently or within 60 days under the Company’s 1988 Stock Option Plan, the 1992 Stock Option and Incentive Plan, and the 1999 Long-Term Incentive Plan; 1,088,532 shares held in a benefit fund for Company employees; 1,606,920 shares held in trust for the Company’s Pension Plan; and 22,146 shares held as Common Stock equivalents under the Directors’ Deferred Compensation Plan. The individual totals for Mr. Courts and Mr. Prince each include 171,125 shares held by the John Bulow Campbell Foundation of which each of the foregoing individuals is a trustee; such shares have been included only once in calculating this figure. The individual totals for Messrs. Gallagher, Kalafut, Nix and Van Stedum each include the 1,088,532 shares mentioned above as held in a benefit fund for Company employees of which each of the foregoing individuals is a trustee; such shares have been included only once in calculating this figure. The individual totals for Messrs. Kalafut, Nix and Van Stedum each include the 1,606,920 shares mentioned above as held in trust for the Company’s Pension Plan of which each of the foregoing individuals is a trustee; such shares have been included only once in calculating this figure.

EXECUTIVE COMPENSATION AND OTHER BENEFITS

      There is shown below information concerning the annual and long-term compensation for services in all capacities to the Company for fiscal years ending December 31, 2001, 2000 and 1999, of (i) the Chief Executive Officer as of December 31, 2001, and (ii) the other four most highly compensated executive officers of the Company as of December 31, 2001 (for the purposes of this and the following tables and discussion concerning executive compensation, such five executive officers shall be referred to as the “Named Executive Officers”):

Summary Compensation Table

								Long Term
								Compensation
								Awards
		Annual Compensation						Restricted			Securities		All
								Stock			Underlying		Other
				Salary		Bonus		Award(s)			Options		Compensation
Name and Principal Position		Year		($)		($)		($)			(#)		($)(1)
Larry L. Prince			2001		682,000		375,643		—			—		2,100
	Chairman of the		2000		655,000		799,376		—			125,000		2,100
	Board, Chief Executive		1999		620,000		952,468		527,345	(2)		175,000		2,000
	Officer and Director
Thomas C. Gallagher			2001		494,000		256,926		—			—		2,100
	President, Chief Operating		2000		475,000		545,238		—			100,000		2,100
	Officer and Director		1999		450,000		652,432		263,672	(2)		125,000		2,000
George W. Kalafut			2001		276,000		140,769		—			—		2,100
	Executive Vice President		2000		265,000		298,928		—			40,000		2,100
			1999		250,000		357,500		—			30,000		2,000
Jerry W. Nix			2001		234,000		83,868		—			—		2,100
	Executive Vice President —		2000		225,000		175,392		—			30,000		2,100
	Finance, and Chief Financial Officer		1999		200,000		206,800		—			20,000		2,000
Edward J. Van Stedum			2001		221,000		72,291		—			—		2,100
	Senior Vice President —		2000		212,000		150,990		—			20,000		2,100
	Human Resources		1999		200,000		178,860		—			20,000		2,000

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(1)

For 2001, 2000 and 1999, amounts of “All Other Compensation” reflect Company matching contributions pursuant to the Genuine Partnership Plan (a qualified salary deferral plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”)).

(2)

On February 25, 1999, the Company entered into separate Restricted Stock Agreements (the “1999 Agreements”) with Mr. Prince and Mr. Gallagher whereby the Company agreed to make certain grants of restricted stock to such officers (up to an aggregate maximum of 150,000 shares for Mr. Prince and 75,000 shares for Mr. Gallagher) upon the attainment of specified annual earnings per share and price per share targets. Once such awards of restricted stock are granted, dividends on such restricted shares will be paid to the grantee. Restricted shares granted under the 1999 Agreements will vest on February 25, 2009, provided that the grantee remains employed by the Company until those dates (unless the grantee is terminated prior to such dates by reason of a change in control, death, disability or retirement, or the Compensation and Stock Option Committee accelerates the vesting of restricted stock granted under the 1999 Agreements). For 1999, the amounts specified in “Restricted Stock Awards” reflect grants under the 1999 Agreements made on (and valued as of) July 7, 1999 in connection with the Company’s achievement of the first price per share target under the 1999 Agreements. The number of shares and value of all restricted stock held by Mr. Prince and Mr. Gallagher as of December 31, 2001 was 99,000 shares ($3,633,300) and 49,500 shares ($1,816,650), respectively (such value is calculated by multiplying the number of restricted stock shares held by $36.70, which was the closing price of the Company’s Common Stock on December 31, 2001).

Option Grants in Fiscal Year 2001

      No options were granted during 2001 to the Named Executive Officers.

Aggregated Option Exercises in Fiscal Year 2001

and Fiscal Year-End Option Values

      Shown below is information with respect to options exercised by the Named Executive Officers during 2001 and the unexercised options to purchase the Company’s Common Stock granted in prior years under the 1988 Stock Option Plan, the 1992 Stock Option and Incentive Plan and the 1999 Long-Term Incentive Plan to the Named Executive Officers and held by them as of December 31, 2001.

					Number of Securities				Value of Unexercised
					Underlying Options				In-the-Money Options
			Value		at Fiscal Year-End (#)				at Fiscal Year-End ($)(2)
	Shares Acquired		Realized
Name	on Exercise (#)		($)(1)		Exercisable		Unexercisable		Exercisable		Unexercisable
Larry L. Prince		10,800		102,474		656,776		27,374		5,637,720		204,781
Thomas C. Gallagher		—		—		459,190		27,360		3,846,424		204,234
George W. Kalafut		37,900		380,619		90,572		28,378		848,656		241,690
Jerry W. Nix		—		—		52,985		32,015		496,701		275,149
Edward J. Van Stedum		—		—		42,322		32,678		229,747		299,503

(1)	The Value Realized represents the amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price.
(2)	Represents the fair market value as of December 31, 2001 ($36.70 per share closing stock price) of the option shares less the exercise price of the options.

9

COMPENSATION AND STOCK OPTION COMMITTEE REPORT

ON EXECUTIVE COMPENSATION

Overview

      The Compensation and Stock Option Committee of the Company’s Board of Directors (the “Committee”) is composed entirely of individuals who are outside directors. The Committee is responsible for making decisions with respect to the Company’s executive compensation policies. In addition, pursuant to authority granted by the Board of Directors, the Committee determines on an annual basis the compensation to be paid to the Chief Executive Officer and each of the other executive officers of the Company. In making decisions regarding executive compensation, the Committee has attempted to implement a policy that serves the financial interests of the Company’s shareholders while providing appropriate incentives to its executive officers.

Policy Relative to Code Section 162(m)

      The Omnibus Budget Reconciliation Act of 1993 (OBRA) disallows the deduction for certain annual compensation in excess of $1,000,000 paid to certain executive officers of the Company, unless the compensation qualifies as “performance-based” under Code Section 162(m). Compensation payable under the Company’s annual bonus program for its executive officers, which was approved by the Company’s shareholders at the 1999 Annual Meeting of shareholders, is designed to qualify as “performance-based” and therefore to be fully deductible by the Company. In addition, the 1999 Long-Term Incentive Plan permits the grant of stock options and other awards that are fully deductible under Code Section 162(m). It is the Committee’s intent to maximize the deductibility of executive compensation while retaining the discretion necessary to compensate executive officers in a manner commensurate with performance and the competitive market of executive talent.

Elements of Executive Compensation

      The Company’s executive officers receive compensation comprised of base salaries, annual incentive bonuses, long-term incentive compensation in the form of stock options and restricted stock, and various benefits, including medical and pension plans.

Base Salary

      The Committee sets base salaries for the Company’s executive officers at levels generally below what it believes to be competitive salary levels in order to maintain an emphasis on incentive compensation. The Committee sets the base salary of the Chief Executive Officer based on (i) the Chief Executive Officer’s base salary in the prior year; (ii) increases in the cost of living; (iii) increased responsibilities; (iv) the levels of Chief Executive Officer compensation granted by the other companies that are included in the Peer Index (as defined on page 16 of this Proxy Statement); and (v) the past performance (including the achievement in the prior fiscal year of certain Goals, as described below) and specific skills of the Chief Executive Officer as they relate to the needs of the Company. The Committee’s review of the foregoing factors was subjective, and the Committee assigned no fixed value or weight to any of the factors when making its decisions regarding base salary. The Committee and the Chief Executive Officer set the base salary of every other executive officer of the Company based upon the same criteria.

Annual Bonuses

      In order to maximize the interests of the Company’s shareholders and its management, the Committee makes extensive use of annual bonuses based on the performance factors set forth below as a part of each executive’s compensation. Pursuant to the Company’s Annual Incentive Bonus Plan (the “Annual Incentive Plan”), the Committee sets annual bonuses such that an executive officer’s annual bonus, assuming the Company achieves certain targets or goals, is approximately 54% of total annual compensation. However, if the Company’s performance fluctuates markedly from the targets established by the Company, the executive

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officer may receive no bonus, or may receive an annual bonus that constitutes as much as 61% of total annual compensation, depending upon the extent and direction of such fluctuations.

      Each fiscal year, including 2001, the Committee sets the level of annual bonuses to be awarded to the Chief Executive Officer and other executive officers under the Annual Incentive Plan, based upon goals (the “Goals”) set by the Company. The Goals set by the Company for projected pre-tax return (expressed as a percentage) on the Company’s shareholders’ equity as of the beginning of the fiscal year (the “Profit Goals”) receive the most emphasis in calculating annual bonuses by the Committee since these Goals most forcefully tie the interests of the Company’s shareholders and its executive officers together. If the Company meets a specified Profit Goal, the Company’s executive officers are eligible to receive additional bonuses if the Company also attains certain (i) sales targets (the “Sales Goals”), and (ii) return on average investment or assets targets (the “Average Investment Goals”).

      The Company’s Goals are determined by aggregating all of the Profit, Sales and Average Investment Goals established at the lower levels of the Company and its subsidiaries (the “base goals”). Each base goal is set based upon (i) the prior year’s performance by a particular jobbing store, branch or distribution center, (ii) the overall economic outlook of the region served by the particular jobbing store, branch or distribution center setting the base goal, and (iii) specific market opportunities. The formulation of the base goals is influenced to a degree by the Company’s management which often attempts to set the tone and emphasis of base goals based on its interpretations of the above factors.

      Once the base goals have been compiled into the Company’s Goals, the Committee reviews and ratifies their content, then sets the annual bonus schedule for the Company’s Named Executive Officers based upon the Company’s Goals. The annual bonuses for certain other executive officers of the Company are based on the aggregate base goals for the division or divisions of the Company for which they are responsible.

      For fiscal year 2001, Larry L. Prince, the Company’s Chief Executive Officer, earned a bonus equal to 36% of his total annual compensation. The annual bonus awarded in connection with the Profit Goal, Sales Goal and Average Investment Goal constituted 92%, 4% and 4%, respectively, of Mr. Prince’s 2001 bonus.

Stock Options and Restricted Stock

      No stock options were granted to the Company’s executive officers in 2001.

      The Company entered into restricted stock agreements in 1999 with Mr. Prince and Thomas C. Gallagher, which commit the Company to make grants of restricted stock awards (up to a certain maximum number of shares) based upon (i) increases in the Company’s Common Stock price to certain levels specified in the agreements (the “Stock Price Goals”), and (ii) the Company’s achievement of certain earnings per share targets for each year from 1999 to 2003 as set forth in the agreements (the “Earnings Goals”). In determining whether to enter into a restricted stock agreement with a particular executive officer, the Committee considered (i) the recipient’s level of responsibility; (ii) the recipient’s specific function within the Company’s overall organization; (iii) the profitability of the Company (for top executive officers such as the Chief Executive Officer), or other subdivision of the Company, as is appropriate in connection with the recipient’s position(s). The Committee’s review of the foregoing factors was subjective, and the Committee assigned no fixed value or weight to any of the factors when making its decisions. Such agreements committed the Company to make awards of up to a maximum of 150,000 shares of restricted stock to Mr. Prince and awards of up to a maximum of 75,000 shares to Mr. Gallagher. No awards were made under the agreements in 2001 because the Company did not meet the Stock Price Goal or the Earnings Goal for 2001.

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Benefits

      The Company provides medical and other similar benefits to its executive officers that are generally available to the Company’s employees.

Members of the Compensation and Stock Option

Committee in 2001

J. Hicks Lanier (Chairman)

Richard W. Courts, II

Bradley Currey, Jr.

James B. Williams

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The following non-employee directors served on the Compensation and Stock Option Committee during 2001: Richard W. Courts, II, Bradley Currey, Jr., J. Hicks Lanier and James B. Williams. Mr. Lanier is Chief Executive Officer, Chairman of the Board and President of Oxford Industries, Inc., one of whose directors is the Company’s President and Chief Operating Officer, Thomas C. Gallagher.

COMPENSATION PURSUANT TO PLANS

Retirement Plans

Pension Plan Table

      The following table illustrates the combined (total) benefits payable annually under the Company’s Pension Plan and the Supplemental Retirement Plan to a participant with certain years of credited service and with certain final average earnings, assuming (i) retirement at age 65, (ii) the estimated maximum Social Security benefit payable to a participant retiring on December 31, 2001, and (iii) the benefit is paid as a single life annuity.

Years of Credited Service

Final Average
Annual
Earnings		15		20		25		30		35		40		45
$	400,000		152,200		162,200		172,200		182,200		192,200		202,200		212,200
	450,000		172,200		183,500		194,700		206,000		217,200		228,500		239,700
	500,000		192,200		204,700		217,200		229,700		242,200		254,700		267,200
	600,000		232,200		247,200		262,200		277,200		292,200		307,200		322,200
	700,000		272,200		289,700		307,200		324,700		342,200		359,700		377,200
	800,000		312,200		332,200		352,200		372,200		392,200		412,200		432,200
	900,000		352,200		374,700		397,200		419,700		442,200		464,700		487,200
	1,000,000		392,200		417,200		442,200		467,200		492,200		517,200		542,200
	1,100,000		432,200		459,700		487,200		514,700		542,200		569,700		597,200
	1,200,000		472,200		502,200		532,200		562,200		592,200		622,200		652,200
	1,300,000		512,200		544,700		577,200		609,700		642,200		674,700		707,200
	1,400,000		552,200		587,200		622,200		657,200		692,200		727,200		762,200
	1,500,000		592,200		629,700		667,200		704,700		742,200		779,700		817,200
	1,600,000		632,200		672,200		712,200		752,200		792,200		832,200		872,200
	1,700,000		672,200		714,700		757,200		799,700		842,200		884,700		927,200

      The Pension Plan Table above covers retirement benefits payable to the Named Executive Officers pursuant to (i) a noncontributory tax qualified pension plan (the “Pension Plan”) providing monthly benefits

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upon retirement to eligible employees (employees become eligible to participate in the Pension Plan after attaining age 21 and completing twelve months of service and 1,000 hours of service during such twelve months), and (ii) a “Supplemental Retirement Plan” maintained solely for the purpose of providing retirement benefits for key employees in excess of the limitations on Pension Plan benefits imposed by the Code.

      Each year the Company contributes an amount to the Pension Plan that is actuarially determined. Retirement benefits are based on a participant’s years of service and average monthly pay during the participant’s five highest paid years out of the participant’s last ten years of service prior to termination of employment, and benefits may be reduced by 50% of the participant’s Social Security benefits. Normal retirement age is 65; early retirement can be taken at age 55 with 15 years of credited service.

      The Code limits the amount of the annual benefits that may be payable under the Pension Plan. For 2001, this limit was $140,000 per year. Such amounts payable under the Pension Plan would be reduced by any other benefit payable to a participant under any collectively bargained pension or pension plan to which the Company has contributed.

      The Supplemental Retirement Plan is nonqualified, noncontributory and unfunded, and is intended to be exempt from the participation, vesting, funding and fiduciary requirements of the Employee Retirement Income Security Act of 1974. Only persons whose annual, regular earnings are expected to be equal to or greater than the compensation limitation of Code Section 401(a)(17) ($170,000 in 2001) or such other dollar limitations as may be imposed by the Compensation and Stock Option Committee of the Company’s Board of Directors may participate in the Supplemental Retirement Plan. The Compensation and Stock Option Committee reserves the right, however, to exclude an otherwise eligible employee from participating in the Supplemental Retirement Plan. All of the Named Executive Officers are participants in the Supplemental Retirement Plan. The Supplemental Retirement Plan provides that each participant will receive for the remainder of his or her life an additional payment equal to the difference between (i) the amount the executive received under the Pension Plan and (ii) the full retirement income which the executive would have been entitled to receive under the Pension Plan had such Pension Plan income not been limited by the Code.

      For the Named Executive Officers, the sum of the amounts shown in the columns of the Summary Compensation Table labeled “Salary” and “Bonus” approximates the compensation used to calculate combined (total) retirement benefits under the Pension Plan and the Supplemental Retirement Plan. The Named Executive Officers have the following number of years of credited service to the Company for purposes of calculating retirement benefits: Larry L. Prince — 42 years; Thomas C. Gallagher — 30 years; George W. Kalafut — 17 years; Jerry W. Nix — 22 years; and Edward J. Van Stedum — 5 years.

      The Supplemental Retirement Plan provides that in the event of a “change of control” of the Company (as defined therein) (i) any participant whose employment is terminated for any reason during the five year period following the change of control, and who prior to such termination of employment had attained age 55 and completed 15 or more years of credited service for vesting purposes, shall be entitled to receive a lump sum payment equal to the actuarially determined value of the supplemental retirement income accrued by the participant as of the date of his or her termination; and (ii) any participant who has previously terminated employment and either was receiving supplemental retirement income under the Supplemental Retirement Plan at the time of the change of control or is entitled to receive such benefits in the future shall receive a lump sum payment equal to the actuarially determined value of his or her unpaid supplemental retirement income. For purposes of these provisions, the Supplemental Retirement Plan states that actuarial equivalents shall be determined using the mortality and interest rate assumption set forth in the Pension Plan.

1992 Stock Option and Incentive Plan and 1999 Long-Term Incentive Plan

      The Company’s 1992 Stock Option and Incentive Plan (the “1992 Plan”) was approved by the shareholders at the 1992 Annual Meeting held on April 20, 1992. The 1992 Plan provides for the granting of options to purchase shares of the Company’s Common Stock to key employees of the Company and its subsidiaries. The purchase price for shares of the Company’s Common Stock subject to an option granted

13

under the 1992 Plan may not be less than the fair market value of such shares on the date of grant of the option.

      The 1992 Plan provides for the granting of restricted stock to key employees of the Company. Restricted stock grants under the 1992 Plan may not be disposed of by the recipient until restrictions specified in the grant expire. Such restrictions may be based on a period of continuous employment, or contingent upon the attainment of certain business objectives or other quantitative or qualitative criteria. A holder of restricted stock has all of the rights of a shareholder of the Company, including the right to vote the restricted shares and the right to receive cash dividends.

      The Company’s 1999 Long-Term Incentive Plan (the “1999 Plan”) was approved by the shareholders at the 1999 Annual Meeting held on April 19, 1999. The 1999 Plan provides for the granting of a variety of incentive awards to employees, officers and directors of the Company and its subsidiaries, including stock options, restricted stock, performance units and other stock-based awards or interests relating to stock or cash. The purpose of the 1999 Plan is to promote the success of the Company by linking the personal interests of such employees, officers and directors to those of the shareholders, and by providing participants with an incentive for outstanding performance. Awards under the 1999 Plan may be granted on such terms as the Compensation Committee may approve. For example, vesting of awards may be based on a period of continuous employment, or contingent upon the attainment of certain business objectives or other quantitative or qualitative criteria. There are 9,000,000 shares reserved for issuance under the 1999 Plan.

Genuine Partnership Plan

      The Company established, effective July 1, 1988, a qualified salary deferral plan pursuant to Code Section 401(k) (the “Partnership Plan”). The Partnership Plan is open to all employees, including executive officers. Employees who are normally scheduled to work 30 or more hours per week may participate in the 401(k) payroll deduction portion of the Partnership Plan on the first day of the month after the eligible employee completes three months of employment and attains age 18. Employees who are normally scheduled to work fewer than 30 hours per week may participate after attaining age 18 and completing twelve months of service and 1,000 hours of service during such twelve months (“Year of Service”). All Employees must complete a Year of Service and attain age 18 before becoming eligible for a Company matching contribution. Pursuant to the Partnership Plan, each participating employee is permitted to authorize payroll deductions from 1% to 16% of his or her total compensation during the calendar year (“Pre-Tax Contributions”). An employee’s aggregate contributions are subject to limits set by law. The Company makes matching contributions in cash or the Company’s Common Stock equal to 20% of each participant’s Pre-Tax Contributions not to exceed 6% of pay. Thus, the maximum matching contribution is 1.2% of pay (6% of pay x 20% matching contribution). Participants become vested in the Company’s matching contributions after completing three years of service. Participants are always 100% vested in their own Pre-Tax Contributions.

Executive Deferred Compensation Agreements

      The Company has deferred compensation agreements with certain of the Company’s executive officers under which each executive has agreed to reduce his salary in exchange for annual benefits upon retirement. The Company has purchased insurance policies out of its general assets to provide sufficient funds to pay the annual retirement benefits promised under the agreements. The Company is the owner and sole beneficiary of such policies. Amounts of compensation deferred pursuant to the deferred compensation agreements are included in the salaries of the Named Executive Officers disclosed in the Summary Compensation Table in the year such compensation is earned. Such compensation will not be included in such individuals’ salary in the Summary Compensation Table in the later year in which he actually receives such compensation. The Named Executive Officers are entitled to the following amounts upon retirement or attaining age 65 under such deferred compensation agreements: Larry L. Prince — $35,000 annually with such amount guaranteed for 10 years; Thomas C. Gallagher — $40,000 annually with such amount guaranteed for 10 years.

      Each of the deferred compensation agreements provide that in the event of a change of control of the Company (as defined in the agreements), the officer (i) if he has not yet qualified for early retirement

14

benefits, shall have the right to demand his withdrawal benefits (which is an amount approximately equal to the amount of salary deferred under the agreement by the officer) in a single lump sum payment, or (ii) if he has qualified for early retirement benefits or has begun receiving a retirement benefit under his deferred compensation agreement, shall have the right to demand his benefits in a single lump sum payment in an amount equal to the annual amount to which the officer is entitled times the number of years remaining in his life expectancy based on the actuarial assumptions used in connection with the Company’s Pension Plan at that time, reduced to present value using 6% per annum.

Tax Deferred Savings Plan

      The Company established, effective as of January 1, 1993, a nonqualified, unfunded deferred compensation plan known as The Genuine Parts Company Tax-Deferred Savings Plan (the “Deferred Savings Plan”). The Deferred Savings Plan is open to all executive officers and certain other key employees. The Deferred Savings Plan permits participants to defer the receipt of bonuses until a specified date which must be at least two calendar years following the date the bonus would ordinarily be paid. Participants may defer up to 100% of their 2001 bonuses (to be received during 2002). Amounts of compensation deferred pursuant to the Deferred Savings Plan are included in the amounts disclosed in the Summary Compensation Table in the year such compensation is earned.

Directors’ Deferred Compensation Plan

      The Company established, effective as of November 1, 1996, a nonqualified, unfunded deferred compensation plan known as the Genuine Parts Company Directors’ Deferred Compensation Plan (the “Directors’ Deferred Compensation Plan”). The Directors’ Deferred Compensation Plan is open to all non-employee directors of the Company and permits participants to defer the receipt of all of their director fees and/or meeting fees until a specified date, which must be at least two calendar years following the date of the election to defer. Participants may elect to have the deferred amounts allocated to an interest bearing account or an account that is credited with Common Stock equivalents. Each participant may elect to receive payment of the deferred amounts in cash or shares of Common Stock.

TERMINATION OF EMPLOYMENT

AND CHANGE OF CONTROL ARRANGEMENTS

      Effective February 13, 1989 (August 22, 1991 with respect to Mr. Kalafut and May 5, 1998 with respect to Mr. Nix and Mr. Van Stedum), the Company entered into identical agreements (“Severance Pay Agreements”) with certain executive officers, including Larry L. Prince, Thomas C. Gallagher, George W. Kalafut, Jerry W. Nix and Edward J. Van Stedum. Each Severance Pay Agreement provides that following a change in the control of the Company (as defined in the agreements), if the executive officer’s employment with the Company terminates, voluntarily or involuntarily, for any reason or for no reason, within two years after the change of control (but prior to the executive officer’s reaching age 65), the executive officer will be entitled to receive the following severance payment:

      (1) If the executive officer is younger than age 62 at the time of termination of his employment, the executive officer shall receive an amount equal to one dollar less than a sum equal to three times his average annual compensation for the five full taxable years ending before the date of the change of control (the “Base Severance Amount”), or

      (2) If the officer is age 62 or older at the time of termination of his employment, he shall receive an amount computed by dividing the Base Severance Amount by 36, and multiplying the result of that division by the number of whole months between the date of termination of employment and the date the executive officer reaches age 65.

      In addition, if an executive officer incurs a federal excise tax with respect to any part or all of the amounts received pursuant to his Severance Pay Agreement, the Company is required to pay the executive officer a sum equal to such excise tax so incurred by the executive officer plus all excise taxes and federal, state and local income taxes incurred by the executive officer with respect to receipt of this additional payment. Furthermore, the Company has agreed to pay all legal fees and expenses incurred by an executive officer in the pursuit of the rights and benefits provided by his Severance Pay Agreement.

      These Severance Pay Agreements will remain in effect as long as each such executive officer remains employed by the Company.

15

PERFORMANCE GRAPH

      Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return (“shareholder return”) on the Company’s Common Stock against the shareholder return of the S&P’s 500 Stock Index and a Peer Group Composite Index (structured by the Company as set forth below) for the five year period commencing December 31, 1996 and ended December 31, 2001.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

Genuine Parts Company, S&P 500 Index & Peer Group Composite Index**

      Assumes $100 invested on December 31, 1996 in Genuine Parts Company Common Stock, S&P’s 500 Stock Index (the Company is a member of the S&P 500 and its individual shareholder return went into calculating the S&P 500 results set forth in this performance graph), and a Peer Group Composite Index constructed by the Company as set forth below.

  *  Total return assumes reinvestment of dividends.

**  Fiscal year ending December 31.

      In constructing the Peer Group Composite Index (“Peer Index”) for use in the performance graph above, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each such company’s stock market capitalization at December 31, 1996 and including reinvestment of dividends) that compete with the Company in four industry segments: automotive parts, industrial parts, office products and electrical/ electronic materials (each group of companies included in the Peer Index as competing with the Company in a separate industry segment are hereinafter referred to as a “Peer Group”). Included in the automotive parts Peer Group are those companies making up the Dow Jones Automotive Parts & Equipment Industry Group (the Company is a member of such industry group and its individual shareholder return was included when calculating the Peer Index results set forth in this performance graph). Included in the industrial parts Peer Group are Applied Industrial Technologies, Inc. and Kaman Corporation, and included in the office products Peer Group is United Stationers Inc. The Peer Index for 1998, 1999, 2000

16

and 2001 reflects the addition of electrical/electronic materials as a fourth industry segment, with the Company’s acquisition of EIS, Inc. on July 1, 1998. Included in the electrical/electronic materials Peer Group for 1998, 1999, 2000 and 2001 is Avnet, Inc. (formerly Marshall Industries).

      In determining the Peer Index, each Peer Group for each industry segment was weighted to reflect the Company’s annual net sales in each industry segment. Each industry segment of the Company comprised the following percentages of the Company’s net sales for the fiscal years shown:

Industry Segment	1997			1998			1999			2000			2001
Automotive Parts		51.14	%		49.33	%		51.18	%		49.56	%		51.51	%
Industrial Parts		30.86	%		30.37	%		27.01	%		27.89	%		27.07	%
Office Products		18.00	%		16.97	%		15.26	%		15.91	%		16.72	%
Electrical/ Electronic Materials		—			3.33	%		6.55	%		6.64	%		4.70	%

AUDIT COMMITTEE REPORT

      The Audit Committee of the Board of Directors is composed of five directors who are independent directors as defined under the rules of the New York Stock Exchange. The Audit Committee operates under a written charter adopted by the Board of Directors, that was included as Appendix A to our 2001 proxy statement.

      The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management is responsible for the Company’s financial statements and the financial reporting process, including the system of internal controls. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and the independent auditors the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

      The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from the Company and its management including the matters in the written disclosures provided to the Audit Committee as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and considered the compatibilities of non-audit services with the auditors’ independence.

      The Committee discussed with the Company’s independent auditors the overall scope and plans for their audit. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

17

      Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2001, for filing with the Securities and Exchange Commission. The Audit Committee and the Board have also recommended, subject to shareholder approval, the selection of the Company’s independent auditors for the fiscal year ending December 31, 2002.

Members of the Audit Committee in 2001

James B. Williams (Chairman)

Robert P. Forrestal

Michael M.E. Johns, M.D.

Alana S. Shepherd

Lawrence G. Steiner

2. RATIFICATION OF SELECTION OF AUDITORS

      The Audit Committee and the Board of Directors have selected Ernst & Young LLP as auditors for the Company for the current fiscal year ending December 31, 2002, subject to ratification by the shareholders. Fees for the last fiscal year’s audit were $1.3 million, and all other fees were $1.9 million, including audit-related fees of $.4 million and non-audit-related fees consisting of tax compliance and tax consulting of $1.5 million.

      Ernst & Young LLP served as independent auditors for the Company for the fiscal year ended December 31, 2001, and representatives of that firm of independent accountants are expected to be present at the Annual Meeting of Shareholders. Ernst & Young LLP will have an opportunity to make a statement if they desire to do so and respond to appropriate questions.

      Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy and entitled to vote at the Annual Meeting on this proposal will constitute ratification of the selection of auditors.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than ten percent of the Company’s Common Stock, to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, executive officers and greater than ten percent shareholders are required by SEC regulation to furnish the Company the copies of all Section 16(a) reports they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 2001, all Section 16(a) filing requirements applicable to directors, executive officers and greater than ten percent beneficial owners were complied with by such persons.

SOLICITATION OF PROXIES

      The cost of soliciting proxies will be borne by the Company. The Company has retained Georgeson Shareholder to assist in the solicitation of proxies for a fee of approximately $8,000 and reimbursement of certain expenses, and officers and regular employees of the Company, at no additional compensation, may also assist in the solicitation. Solicitation will be by mail, telephone, Internet, or personal contact.

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OTHER MATTERS

      Management does not know of any matters to be brought before the meeting other than those referred to above. If any matters which are not specifically set forth in the form of proxy and this proxy statement properly come before the meeting, the persons designated as proxies will vote thereon in accordance with their best judgment.

      Whether or not you expect to be present at the meeting in person, please vote, sign, date and return the enclosed proxy promptly in the enclosed business reply envelope. No postage is necessary if mailed in the United States. Or, if you prefer, you can vote by telephone or Internet voting by following the instructions on the perforated page which is attached to the proxy card.

Shareholder Proposals

      Proposals of shareholders of the Company intended to be presented for consideration at the 2003 Annual Meeting of Shareholders of the Company must be received by the Company at its principal executive offices on or before November 1, 2002, in order to be included in the Company’s proxy statement and form of proxy relating to the 2003 Annual Meeting of Shareholders. In addition, any shareholder proposal that is not submitted for inclusion in the proxy statement and form of proxy relating to the 2003 Annual Meeting of Shareholders, but is instead sought to be presented directly to the shareholders at the 2003 Annual Meeting, management will be able to vote proxies in its discretion if either (i) the Company does not receive notice of the proposal before the close of business on January 15, 2003, or (ii) the Company receives notice of the proposal before the close of business on January 15, 2003 and advises shareholders in the proxy statement for the 2003 Annual Meeting about the nature of the proposal and how management intends to vote on the proposal, unless the shareholder notifies the Company by January 15, 2003 that it intends to deliver a proxy statement with respect to such proposal and thereafter takes the necessary steps to do so.

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PROXY

GENUINE PARTS COMPANY
Proxy Solicited by the Board of Directors of Genuine Parts Company for the Annual
Meeting of Shareholders to be held April 15, 2002

     The undersigned hereby appoints LARRY L. PRINCE and THOMAS C. GALLAGHER, or either of them, with the individual power of substitution, proxies to vote all shares of Common Stock of Genuine Parts Company which the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held in Atlanta, Georgia on April 15, 2002 and at any reconvened Meeting following any adjournment thereof. Said proxies will vote on the proposals set forth in the Notice of Annual Meeting and Proxy Statement as specified on this card, and are authorized to vote in their discretion as to any other matters that may properly come before the meeting.

(Continued and to be signed on reverse side)

FOLD AND DETACH HERE

							Please mark your votes as indicated in this example	x
		FOR all nominees listed to below (except as marked to the contrary)	WITHHOLD AUTHORITY to vote for all nominees listed below			FOR	AGAINST	ABSTAIN
1.	Election of the following four nominees as Class I directors of Genuine Parts Company:	o	o	2.	Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2002.	o	o	o
IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE “FOR” PROPOSAL 1.				IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE “FOR” PROPOSAL 2.
Nominees: Class I — (01) Bradley Currey Jr., (02) Robert P. Forrestal, (03) Thomas C. Gallagher and (04) Lawrence G. Steiner
To withhold authority to vote for any individual nominee, write that nominee’s name on the following line.
					PLEASE VOTE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature(s)						Date:		, 2002
IMPORTANT: Please sign this Proxy exactly as your name or names appear above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

FOLD AND DETACH HERE

DETACH CARD	Please detach proxy at perforation before mailing.
YOU MAY VOTE BY TELEPHONE OR THE INTERNET.
If you are voting by telephone or the Internet, please do not mail your proxy.
Vote By Telephone Call Toll-Free using a Touch-Tone phone 1-800-542-1160		Vote By Internet Access the Website and cast your vote http://www.votefast.com	Vote By Mail Return your proxy in the postage-paid envelope provided.

Vote 24 hours a day, 7 days a week!

Your telephone or internet vote must be received by 11:59 p.m. eastern daylight time on April 14, 2002, to be counted in the final tabulation. Your telephone or internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed, dated and returned your proxy card.

Your control number is

Vote By Telephone

Have your proxy card available when you call the Toll-Free number 1-800-542-1160 using a Touch-Tone phone. You will be prompted to enter your control number and then you can follow the simple prompts that will be presented to you to record your vote.

Vote By Internet

Have your proxy card available when you access the website http://www.votefast.com. You will be prompted to enter your control number and then you can follow the simple prompts that will be presented to you to record your vote.

Vote By Mail

Please mark, sign and date your proxy card and return it in the postage paid envelope provided or return it to: SunTrust Bank, Atlanta, P.O. Box 4625, Atlanta, GA 30302.

To Change Your Vote

Any subsequent vote by any means will change your prior vote. For example, if you voted by telephone, a subsequent internet vote will change your vote. The last vote received before 11:59 p.m. eastern daylight time, April 14, 2002, will be the one counted. You may also revoke your proxy by voting in person at the Annual Meeting.