8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 17, 2006

Genuine Parts Company

(Exact name of registrant as specified in its charter)

Georgia	001-05690	58-0254510
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2999 Circle 75 Pkwy, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 770.953.1700

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 17, 2006, the Shareholders of Genuine Parts Company approved the Genuine Parts Company 2006 Long-Term Incentive Plan (“GPC 2006 LTIP”). A description of the material terms of the GPC 2006 LTIP was included in Genuine Parts Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 3, 2006. A copy of the GPC 2006 LTIP is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 17, 2006, the Shareholders of Genuine Parts Company approved an amendment to the Restated Articles of Incorporation to eliminate the classification of the Board of Directors and to provide for the annual election of directors. A copy of the Amended and Restated Articles of Incorporation of Genuine Parts Company is filed as Exhibit 3.1 to this Form 8-K.

Additionally, on April 17, 2006, the Board of Directors amended the By-Laws to provide for directors to be elected by Shareholders pursuant to the requirements of the Amended and Restated Articles of Incorporation. A copy of the By-Laws as amended and restated on April 17, 2006, is filed as Exhibit 3.2 to this Form 8-K.

Item 8.01 Other Events.

On April 17, 2006, the Board of Directors of Genuine Parts Company declared a regular quarterly cash dividend of $.3375 cents per share on the Company’s common stock. The dividend is payable July 3, 2006 to shareholders of record June 9, 2006. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

c) Exhibits

3.1 Amended and Restated Articles of Incorporation of Genuine Parts Company

3.2 Amended By-Laws of Genuine Parts Company

10.1 Genuine Parts Company 2006 Long-Term Incentive Plan

99.1 Press Release dated April 18, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Genuine Parts Company
April 18, 2006	By:	Jerry W. Nix
		Name: Jerry W. Nix
		Title: Vice Chairman and CFO

Exhibit Index

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of Genuine Parts Company
3.2	Amended and Restated By-Laws of Genuine Parts Company
10.1	Genuine Parts Company 2006 Long-Term Incentive Plan
99.1	Press Release dated April 18, 2006

EX-3.1

                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                              GENUINE PARTS COMPANY

                                   ARTICLE ONE
                                      NAME

     The name of the corporation is "GENUINE PARTS COMPANY" (the "Corporation").

                                   ARTICLE TWO
                                  GOVERNING LAW

     The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.

                                  ARTICLE THREE
                                     PURPOSE

     The Corporation is organized as a corporation for profit for any lawful
purpose not specifically prohibited to corporations under the applicable laws of
the State of Georgia, including but not limited to the distribution of
automotive replacement parts, industrial replacement parts, office products and
electrical/electronic materials and shall be authorized therewith to engage in
any lawful business, act or activity.

                                  ARTICLE FOUR
                                  CAPITAL STOCK

     4.1 Authorized Shares. The total number of shares of capital stock which
the Corporation shall have authority to issue is Four Hundred Sixty Million
(460,000,000), of which Four Hundred Fifty Million (450,000,000) shares shall be
common stock of the par value of $1.00 per share (hereinafter called the "Common
Stock") and Ten Million (10,000,000) shares shall be preferred stock of the par
value $1.00 per share (hereinafter called the "Preferred Stock").

     4.2 Designations. The Preferred Stock may be issued from time to time by
the Corporation in one or more series, with such voting powers, full or limited,
or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors of the Corporation pursuant to authority to do so which is hereby
vested in the Board of Directors. Each such series of Preferred Stock shall be
distinctly designated. Except in respect of the particulars fixed by the Board
of Directors for each series as permitted hereby, all shares of Preferred Stock
so designated by the Board of Directors shall be alike in every particular,
except that shares of any one series issued at different times may differ as to
the dates from which dividends thereon shall be cumulative. The voting rights,
if any, of each such series and the preferences and relative, participating,
optional and other special rights of each such series and the qualifications,
limitations and restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding; and the Board of Directors of the
Corporation is hereby expressly granted authority to fix, by resolutions duly
adopted prior to the issuance of any shares of a particular series of Preferred
Stock so designated by the Board of Directors, the voting powers of stock of
such series, if any, and the designations, preferences and relative,
participating, optional and other special rights and the qualifications,
limitations and restrictions thereof, if any, for such series, including without
limitation the following:

          (1) The distinctive designation of and the number of shares of
Preferred Stock which shall constitute such series; provided that such number
may be increased (except where otherwise provided by the Board of Directors) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by like action of the Board of Directors;

          (2) The rate and time at which, and the terms and conditions upon
which, dividends, if any, on Preferred Stock of such series shall be paid, the
extent of the preference or relation, if any, of such dividends to the dividends
payable on any other series of Preferred Stock or any other class of stock of
the Corporation and whether such dividends shall be cumulative or
non-cumulative;



          (3) The right, if any, of the holders of Preferred Stock of such
series to convert the same into, or exchange the same for shares of any other
class of stock or any series of any class of stock of the Corporation and the
terms and conditions of such conversion or exchange;

          (4) Whether or not Preferred Stock of such series shall be subject to
redemption, and the redemption price or prices and the time or times at which,
and the terms and conditions upon which, Preferred Stock of such series may be
redeemed;

          (5) The rights, if any, of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation of the Corporation;

          (6) The terms of the sinking fund or redemption or purchase account,
if any, to be provided for the Preferred Stock of such series; and

          (7) The voting powers, if any, of the holders of such series of
Preferred Stock which may, without limiting the generality of the foregoing,
include the right, voting as a series by itself or together with any other
series of the Preferred Stock as a class, (i) to vote more or less than one vote
per share or any or all matters voted upon by the shareholders and (ii) to elect
one or more directors of the Corporation if there has been a default in the
payment of dividends on any one or more series of the Preferred Stock or under
other circumstances and upon such other conditions as the Board of Directors may
fix.

     4.3 Issuance of Shares. Except as otherwise provided in these Restated
Articles of Incorporation, the Board of Directors shall have authority to
authorize the issuance, from time to time, without any vote or other action by
the shareholders, of any or all shares of stock of the Corporation of any class
or series at any time authorized, and any securities convertible into or
exchangeable for any such shares, and any options, rights or warrants to
purchase or acquire any such shares, in each case to such persons and on such
terms (including as a dividend or distribution on or with respect to, or in
connection with a split or combination of, the outstanding shares of stock of a
series or any other class or series) as the Board of Directors from time to time
in its discretion lawfully may determine; provided, that the consideration for
the issuance of shares of stock of the Corporation (unless issued as such a
dividend or distribution or in connection with such a split or combination)
shall not be less than the par value of such shares. Shares so issued shall be
fully paid stock, and the holders of such stock shall not be liable to any
further call or assessments hereon.

                                  ARTICLE FIVE
                                PREEMPTIVE RIGHTS

     None of the holders of shares of any class of stock of the Corporation
shall be entitled as a matter of right to purchase, subscribe for or otherwise
acquire any new or additional shares of stock of the Corporation of any class
now or hereafter authorized, or any options or warrants to purchase, subscribe
for or otherwise acquire any new or additional shares of stock of the
Corporation of any class now or hereafter authorized, or any shares, evidences
of indebtedness, or any other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any new or additional
shares.

                                   ARTICLE SIX
                              BUSINESS COMBINATIONS

     The shareholders vote required to approve Business Combinations (as
hereinafter defined) shall be set forth in this Article Six.

     6.1 Notwithstanding any other provisions of these Restated Articles of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote and in addition to any affirmative vote required of the holders of
any particular class or series of "Voting Stock" (as hereinafter defined) by
law, these Restated Articles of Incorporation or any Preferred Stock Designation
(as hereinafter defined), the affirmative vote of the holders of not less than
two-thirds (2/3) of the outstanding shares of Voting Stock of the Corporation,
which shall include the affirmative vote of at least fifty percent (50%) of the
outstanding shares of Voting Stock held by shareholders other than the "Related
Person" (as hereinafter defined), shall be required for the approval or
authorization of any Business Combination; provided, however, that the
two-thirds (2/3) and fifty percent (50%) voting requirements shall not be
required, and such Business Combination shall require only such affirmative vote
as is required by law and any other provision of these Restated Articles of
Incorporation if:

          (1) the Business Combination was approved by the Board of Directors of
the Corporation either:

               (a) prior to the date that such Related Person became the
Beneficial Owner (as hereinafter defined) of ten



percent (10%) or more of the outstanding shares of the Voting Stock of the
Corporation; or

               (b) after such date, but only so long as such Related Person has
sought and obtained the approval of the Board of Directors; provided, however,
that such approval shall only be effective if at least two thirds (2/3) of the
directors and Continuing Directors (as hereinafter defined); or

          (2) all of the following conditions are satisfied:

               (a) the Business Combination involves a merger or consolidation
of the Corporation and the consideration to be received per share by holders of
Voting Stock in such Business Combination shall be either cash, or if the
Related Person shall have acquired the majority of its holdings of the
Corporation's Voting Stock for a form of consideration other than cash, in the
same form of consideration as the Related Person acquired such majority; and

               (b) the cash or Fair Market Value (as hereinafter defined) of the
property, securities or Other Consideration to be Received (as hereinafter
defined) per share by holders of Common Stock of the Corporation shall have a
Fair Market Value (as adjusted for stock splits, stock dividends,
reclassifications of shares into a lesser number of shares and similar events)
which is not less than the greater of (i) the highest per share price (including
brokerage commissions, soliciting dealers' fees and transfer taxes) paid by such
Related Person in acquiring any of its holdings of the Corporation's Common
Stock or (ii) an amount which bears the same or greater percentage relationship
to the Fair Market Value of the Corporation's Common Stock on the date of the
first public announcement of such Business Combination ("Announcement Date") as
the highest per share price determined in (b)(i) above bears to the Fair Market
Value of the Corporation's Common Stock on the date on which the Related Person
first became a Related Person; or (iii) the earnings per share of Common Stock
of the Corporation for the four consecutive quarters immediately preceding the
Announcement Date, multiplied by the higher of the then price earnings multiple
(if any) of such Related Person or the highest price earnings multiple of the
Corporation during the two years immediately preceding the Announcement Date;
and

               (c) if applicable, the cash or Fair Market Value of the property,
securities or Other Consideration to be Received per share by holders of shares
of any class of outstanding Voting Stock, other than Common Stock, shall have a
Fair Market Value (as adjusted for stock splits, stock dividends,
reclassifications of shares into a lesser number of shares and similar events)
which is not less than the greatest of (i) the highest per share price
(including brokerage commissions, soliciting dealers' fees and transfer taxes)
paid by such Related Person in acquiring any of its holdings of such class of
Voting Stock during the two year period immediately prior to the date of the
first public announcement of such Business Combination; or (ii) if applicable,
an amount which bears the same or greater percentage relationship to the Fair
Market Value of such class of Voting Stock on the date of the first public
announcement of such Business Combination as the highest per share price
determined in (c)(i) above bears to Fair Market Value of such Voting Stock on
the date on which the Related Person first became a Related Person; or (iii) if
applicable, the highest preferential amount per share to which holders of such
class of Voting Stock would be entitled in the event of voluntary or involuntary
liquidation of the Corporation; and

               (d) after such Related Person has become a Related Person and
prior to the consummation of such Business Combination, (i) there shall have
been (aa) no failure to declare and pay at the regular date thereof any
quarterly dividends (whether or not cumulative) or any outstanding Preferred
Stock, and (bb) no reduction in the annual rate of dividends paid on Common
Stock (after giving effect to any reclassification, including any reverse stock
split, recapitalization, reorganization or similar transaction which has the
effect of enlarging or reducing the number of outstanding shares of Common
Stock) unless such reduction has been approved by the Board of Directors, at
least two-thirds (2/3) of the members of which are Continuing Directors, (ii)
such Related Person shall not have become the Beneficial Owner of any additional
shares of Voting Stock of the Corporation, except as part of the transaction
which resulted in such Related Person becoming a Related Person or upon
conversion of convertible securities acquired by it prior to becoming a Related
Person or as a result of a pro rata stock dividend or stock split, and (iii)
such Related Person shall not have received the benefit, directly or indirectly
(except proportionately as a shareholder), of any loans, advances, guarantees,
pledges or other financial assistance or tax credits or other tax advantages
provided by the Corporation or any Subsidiary (as hereinafter defined); and

               (e) a proxy statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules and regulations), whether or not the Corporation is
then subject to such requirements, shall be mailed at least thirty (30) days
prior to the consummation of such Business Combination to the public
shareholders of the Corporation for the purpose of soliciting shareholders
approval of such Business Combination and shall contain at the front thereof in
a prominent place (i) any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors, if
any, may choose to state, and (ii) the opinion of a reputable national
investment banking firm as to the fairness (or not) of such Business Combination
from the financial point of view of the remaining public shareholders of the



Corporation (such investment banking firm to be engaged solely on behalf of the
remaining public shareholders, to be paid a reasonable fee for their services by
the Corporation upon receipt of such opinion, to be one of the so-called major
bracket investment banking firms which has not previously been associated with
such Related Person, and, if there are at the time any such directors, to be
selected by a majority of the Continuing Directors).

     6.2 For Purposes of this Article Six:

          (1) the term "Business Combination" shall mean

               (a) any merger or consolidation of the Corporation or any
Subsidiary with or into a Related Person or any merger or consolidation of a
Related Person with or into the Corporation or any Subsidiary,

               (b) any sale, lease, exchange, transfer or other disposition in
either one transaction or in a series of related transactions) including,
without limitation, the mortgage of or the use of any other security device
relating to all or any Substantial Part (as hereinafter defined) of the assets
of the Corporation (including, without limitation, any voting securities of any
Subsidiary) or of any Subsidiary to a Related Person,

               (c) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in either one transaction or a series of related
transactions) of all or any Substantial Part of the assets of a Related Person
to the Corporation or any Subsidiary,

               (d) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation if, as of the record date for the determination
of shareholders entitled to vote with respect thereto, any person is a Related
Person,

               (e) the issuance of or transfer by the Corporation or any
Subsidiary (in one transaction or in a series of related transactions) of any
securities of the Corporation or any Subsidiary to a Related Person,

               (f) the acquisition by the Corporation or any Subsidiary of any
securities of a Related Person,

               (g) any reclassification of securities (including any reverse
stock split), recapitalization or reorganization of the Corporation or any
merger or consolidation of the Corporation with any of its Subsidiaries or any
similar transaction (whether or not into or otherwise involving a Related
Person) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity securities
of the Corporation or any Subsidiary which is, directly or indirectly, owned by
any Related Person,

               (h) any loan or other extension of credit by the Corporation or
any Subsidiary to a Related Person or any guarantees by the Corporation or any
Subsidiary of any loan or other extension of credit by any person to a Related
Person, or

               (i) any transaction or related series of transactions having,
directly or indirectly, the same effect as any of the foregoing.

          (2) The term "person" shall mean any individual, firm, group,
corporation or other entity (as such terms are used on March 21, 1986 in Rule
13d of the Securities Exchange Act of 1934, as amended).

          (3) The term "Related Person" shall mean

               (a) any person (other than the Corporation, any Subsidiary or any
employee benefit plan of the Corporation or any Subsidiary) who or which, as of
the record date for the determination of shareholders entitled to notice and to
vote on such Business Combination or, if there is no record date, immediately
prior to the consummation of any such transaction, together with its
"Affiliates" and "Associates" (as such terms are defined on March 21, 1986 in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended) is the
"Beneficial Owner" (as defined on March 21, 1986, in the Securities Exchange
Act, as amended) of ten percent (10%) or more of the outstanding shares of
Voting Stock of the Corporation,

               (b) any Affiliate or Associate of such person described in the
foregoing subparagraph 3(a) of this Section 6.2,

               (c) any Affiliate of the Corporation which at any time within the
two year period immediately prior to the date in question was the Beneficial
Owner, directly or indirectly, of ten percent (10%) or more of the outstanding
Voting Stock of



the Corporation, or

               (d) any person who is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time within the two-year period
immediately prior to the date in question, beneficially owned by any Related
Person, if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering within the
meaning of the Securities Act of 1933. Without limitation, any person that has
the right to acquire any shares of Voting Stock of the Corporation pursuant to
any agreement, or upon exercise of conversion rights, warrants, or options, or
otherwise, shall be deemed a Beneficial Owner of such shares for purposes of
determining whether such person or group, individually or together with its
Affiliates and Associates, is a Related Person, but the number of shares deemed
to be outstanding pursuant to this paragraph (3) of Section 6.2 shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

          (4) The term "Substantial Part" shall mean more than ten percent (10%)
of the total consolidated assets of the corporation in question as of the end of
the most recent fiscal year ending prior to the time the determination is being
made.

          (5) The term "Subsidiary" shall mean any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition of a
Related Person set forth in paragraph (3) of this Section 6.2, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.

          (6) For the purposes of subparagraphs 2(b) and 2(c) of Section 6.1,
the term "Other Consideration to be Received" shall include, without limitation,
Common Stock, if applicable, shares of any other class of outstanding Voting
Stock, retained by its existing public shareholders in the event of a Business
Combination with such Related Person in which the Corporation is the surviving
corporation.

          (7) The term "Continuing Director" shall mean any person who

               (a) is not affiliated with a Related Person and who was a member
of the Corporation's Board of Directors prior to the time the Related Person
became a Related Person, or

               (b) any successor to a Continuing Director who is not affiliated
with a Related Person and who was recommended for election (before such person's
initial election as a Director) as a Continuing Director by a majority of the
Board of Directors if at least two-thirds (2/3) of the directors were Continuing
Directors.

          (8) The term "Fair Market Value" shall mean

               (a) in the case of stock, the highest closing sale price during
the thirty (30) day period immediately preceding the date in question of a share
of such stock on the Composite Tape for New York Stock Exchange Listed Stocks,
or, if such stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed or, if such stock is not listed on any such exchange
the highest closing bid quotation with respect to a share of such stock during
the thirty (30) day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use or, if no such quotations are available, the Fair Market
Value on the date in question of a share of such stock as determined by the
Board of Directors if at least two-thirds (2/3) of the directors are Continuing
Directors; and

               (b) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by the Board
of Directors if at least two-thirds (2/3) of the directors are Continuing
Directors.

          (9) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors of the Corporation considered for the purposes of this Article Six as
one class (it being understood that, for purposes of this Article Six, each
share of the Voting Stock shall have the number of votes granted to it pursuant
to Article Four of these Restated Articles of Incorporation or any designation
of the rights, powers and preferences of any class or series of Preferred Stock
made pursuant to said Article Four (a "Preferred Stock Designation"). Each
reference in this Article Six to a percentage of shares of Voting Stock shall
refer to the percentage of the votes entitled to be cast by such shares.

          (10) In the event any paragraph (or portions thereof) of this Article
Six shall be found to be invalid, prohibited or



unenforceable for any reason, the remaining provisions (or portions thereof) of
this Article Six shall be deemed to remain in full force and effect and shall be
construed as if such invalid, prohibited or unenforceable provisions had been
stricken herefrom or otherwise rendered inapplicable, it being the intent of the
Corporation and its shareholders that each remaining provision (or portion
thereof) of this Article Six remain to the fullest extent permitted by law,
applicable and enforceable as to all shareholders, including Related Persons,
notwithstanding any such finding.

     6.3 Notwithstanding any other provisions of these Restated Articles of
Incorporation or the Bylaws of the Corporation or any provision of law which
might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series or Voting
Stock required by law, these Restated Articles of Incorporation or any Preferred
Stock Designation, the provisions set forth in this Article Six may not be
repealed or amended in any respect unless such action is approved by the
affirmative vote of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Voting Stock of the Corporation; provided, however,
that if there is a Related Person on the record date for the meeting at which
such action is submitted to the shareholders for their consideration, such
two-thirds (2/3) vote must include the affirmative vote of at least fifty
percent (50%) of the outstanding shares of Voting Stock held by shareholders
other than the Related Person.

     6.4 A majority of the Board of Directors, if at least two-thirds (2/3) are
Continuing Directors, shall have the power and duty to determine on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article Six, including, without limitation:

          (1) whether a person is a Related Person,

          (2) the number of shares of Voting Stock beneficially owned by any
person,

          (3) whether a person is an Affiliate or Associate of another, and

          (4) whether the applicable conditions set forth in paragraph (2) of
Section 6.2 have been met with respect to any Business Combination.

     6.5 Nothing contained in this Article Six shall be construed to relieve any
Related Person from any fiduciary obligation imposed by law.

                                  ARTICLE SEVEN
                               PERIOD OF DURATION

     The Corporation shall have perpetual duration.

                                  ARTICLE EIGHT
                         PERSONAL LIABILITY OF DIRECTORS

     8.1 A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, except for liability (i) for any appropriation, in
violation of his duties, of any business opportunity of the Corporation, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) of the types set forth in Section 14-2-832
of the Georgia Business Corporation Code, or (iv) for any transaction from which
the director derived an improper personal benefit. The provision of this article
shall not apply with respect to acts or omissions occurring prior to the
effective date of this article.

     8.2 Any repeal or modification of the provisions of this article by the
shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.

     8.3 If the Georgia Business Corporation Code hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Georgia Business Corporation Code.

     8.4 In the event that any of the provisions of this article (including any
provision within a single sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions are
severable and shall remain enforceable to the fullest extent permitted by law.



                                  ARTICLE NINE
                               BOARD OF DIRECTORS

     9.1 Number of Directors. The number of directors of the Corporation shall
be not less than nine or more than fifteen. The exact number of directors within
such minimum and maximum shall be fixed or changed from time to time solely by a
resolution adopted by an affirmative vote of at least two-thirds (2/3) of the
total number of directors then in office.

     9.2 Classification, Terms and Election of Directors. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. At each annual
meeting of shareholders, successors to the class of directors whose term expires
at the annual meeting shall be elected or reelected for a three-year term.
Except as provided in Article 9.4, a director shall be elected by the
affirmative vote of a majority of the shares of the class of stock represented
at the annual meeting of shareholders for which the director stands for election
and entitled to elect such director.

     If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible. In no case shall a decrease in the number of
directors have the effect of shortening the term of an incumbent director. If
the number of directors is increased, and any newly created directorships are
filled by the Board, there shall be no classification of additional directors
elected by the Board until the next meeting of the shareholders called for the
purpose of electing directors.

     Effective at the time of the annual meeting of shareholders in 2007,
directors shall no longer be divided into classes and each director shall be
elected for a term of one year.

     Each director shall serve until his successor is elected and qualified or
until his earlier resignation, retirement, disqualification, removal from office
or death.

     9.3. Removal. The entire Board of Directors or any individual director may
be removed from office only for cause and by the affirmative vote of the holders
of at least two-thirds (2/3) of the outstanding shares of Voting Stock (as
defined in Article Six), excluding from the number of shares deemed to be
outstanding at the time of such vote and from such vote on the removal action,
all outstanding shares of Voting Stock held by a Related Person (as defined in
Article Six) on the record date for the meeting at which such action is
submitted to the shareholders for their approval.

     Removal action may be taken at any shareholders' meeting with respect to
which notice of such purpose has been given, and a removed director's successor
may be elected at the same meeting to serve the unexpired term.

     9.4 Vacancies. A vacancy occurring on the Board of Directors, however
occurring, whether by increase in the number of directors, death, resignation,
retirement, disqualification, removal from office or otherwise, may be filled,
until the next election of directors by the shareholders, by the affirmative
vote of at least two-thirds (2/3) of the total number of directors then
remaining in office, though they constitute less than a quorum of the Board of
Directors.

     9.5 Election of Directors by Holders of Preferred Stock. Notwithstanding
any of the foregoing provisions in this Article Nine, whenever the holders of
any one or more classes of Preferred Stock or series thereof issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of shareholders, the number of such
directors, and the election, term of office, filling of vacancies and other
features of each such directorship, shall be governed by the terms of these
Restated Articles of Incorporation and any Preferred Stock Designation (as
defined in Article Six) applicable thereto, and such directors so elected shall
not be divided into classes pursuant to this Article Nine.

     9.6 Amendment or Repeal. Notwithstanding any other provisions of these
Restated Articles of Incorporation or the Bylaws of the Corporation or any
provision of any law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular class or
series or Voting Stock required by law, these Restated Articles of Incorporation
or any Preferred Stock Designation, the provisions set forth in this Article
Nine may not be repealed or amended in any respect unless such action is
approved by the affirmative vote of the holders of not less than two-thirds
(2/3) of the outstanding shares of the Voting Stock of the Corporation,
excluding shares held by a Related Person on the record date for the meeting at
which such action is submitted to the shareholders for their consideration.



                           CERTIFICATE OF RESTATEMENT
                                       OF
                              GENUINE PARTS COMPANY

Pursuant to the provisions of Section 14-2-1007 of the Georgia Business
Corporation Code (the "Code"), Genuine Parts Company, a Georgia corporation (the
"Company"), certifies as follows:

     1. The attached Amended and Restated Articles of Incorporation contain an
amendment in the form of a resolution to declassify the board and provide for
the annual election of directors. The resolution was adopted by the Board of
Directors and duly approved by the shareholders of the Company on April 17, 2006
in accordance with the provisions of Code Section 14-2-1003.

     2. The attached Amended and Restated Articles of Incorporation of the
Company supersede the Restated Articles of Incorporation.

     IN WITNESS WHEREOF, the undersigned executes the Certificate of Restatement
this 17th day of April, 2006.

GENUINE PARTS COMPANY


By: /s/ THOMAS C. GALLAGHER
    ---------------------------------
    Thomas C. Gallagher
    Chief Executive Officer


Attest:

/s/ CAROL B. YANCEY
- -------------------------------------
Carol B. Yancey
Secretary

EX-3.2

                                                                     Exhibit 3.2

                              GENUINE PARTS COMPANY
                                     BY-LAWS


                                                                               .
                                                                               .
                                                                               .

                              GENUINE PARTS COMPANY
                                     BY-LAWS

                                TABLE OF CONTENTS

                                                                           
ARTICLE ONE - OFFICES
   1.1   General
   1.2   Other Offices

ARTICLE TWO - SHAREHOLDERS' MEETINGS
   2.1   Place of Meeting
   2.2   Annual Meeting
   2.3   Special Meetings
   2.4   Voting of Shares
   2.5   Notice of Meetings
   2.6   Quorum
   2.7   Proxies
   2.8   Adjournments
   2.9   Conduct of Meetings

ARTICLE THREE - BOARD OF DIRECTORS
   3.1   Powers
   3.2   Retirement of Directors
   3.3   Compensation
   3.4   Other

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
   4.1   Regular Meetings
   4.2   Special Meetings
   4.3   Quorum
   4.4   Vote Required for Action
   4.5   Action by Directors Without a Meeting

ARTICLE FIVE - COMMITTEES
   5.1   Appointment of Executive Committee
   5.2   Procedures of Executive Commitee
   5.3   Other Committees
   5.4   Action by Committee
   5.5   Alternate Members
   5.6   Removal and Vacancies

ARTICLE SIX - NOTICES
   6.1   Procedure
   6.2   Waiver

ARTICLE SEVEN - OFFICERS
   7.1   Number
   7.2   Election and Term
   7.3   Compensation
   7.4   Removal
   7.5   Vacancies
   7.6   Disability of Officers
   7.7   Chairman of the Board of Directors
   7.8   Vice Chairman of the Board of Directors
   7.9   President
   7.10  Vice Presidents
   7.11  Secretary
   7.12  Assistant Secretary
   7.13  Treasurer
   7.14  Assistant Treasurers
   7.15  Bond

ARTICLE EIGHT - SHARES
   8.1   Certificates





                                                                           
   8.2   Transfer of Shares
   8.3   Equitable Share Interests
   8.4   Lost, Stolen or Destroyed Certificates
   8.5   Regulations
   8.6   Fixing of Record Date with Regard to Shareholder Action

ARTICLE NINE - DISTRIBUTIONS AND SHARE DIVIDENDS.
   9.1   Authorization or Declaration
   9.2   Record Date with Regard to Distributions and Share Dividends
   9.3   Depositories.
   9.4   Fiscal Year

ARTICLE TEN - INDEMNIFICATION
   10.1  Definitions
   10.2  Basic Indemnification Arrangement
   10.3  Advances for Expenses
   10.4  Authorization of and Determination of Entitlement to
         Indemnification
   10.5  Court-Ordered Indemnification and Advances for Expenses
   17.6  Indemnification of Employees and Agents
   10.7  Shareholder Approved Indemnification
   10.8  Liability Insurance
   10.9  Witness Fees
   10.10 Report to Shareholders
   10.11 Severability

ARTICLE ELEVEN - MISCELLANEOUS
   11.1  Inspection of Books and Records
   11.2  Description of Seal
   11.3  Annual Statements

ARTICLE TWELVE - AMENDMENTS
   12.1  Power to Amend By-Laws

ARTICLE THIRTEEN - RESTRICTIONS ON CERTAIN BUSINESS COMBINATIONS WITH
INTERESTED SHAREHOLDERS
   13.1  Governing Authority
   13.2  Irrevocability




                                                         As Amended and Restated
                                                                  April 17, 2006

                                   BY-LAWS OF

                              GENUINE PARTS COMPANY

                              ARTICLE ONE - OFFICES

1.1 Registered Office and Registered Agent. The Corporation shall maintain a
registered office at 2999 Circle 75 Parkway, Atlanta, Georgia and shall have a
registered agent whose business office is identical with such registered office.

1.2 Other Offices. The Corporation may, in addition to its registered office,
have offices at such other places as the Board of Directors may from time to
time appoint, or as the business of the Corporation may require.

                      ARTICLE TWO - SHAREHOLDERS' MEETINGS

2.1 Place of Meetings. The place of all meetings of the shareholders shall be in
the Executive Offices of the Corporation at 2999 Circle 75 Parkway, Atlanta,
Georgia or such other place within or without the State of Georgia as shall be
determined from time to time by the Board of Directors, and the place at which
such meeting shall be held shall be stated in the notice and call of the
meeting.

2.2 Annual Meeting. The annual meeting of shareholders of the corporation shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meetings, at which the
shareholders shall elect the directors to be elected at such meetings pursuant
to the requirements of the Corporation's Articles of Incorporation, and transact
such other business as may properly be brought before the meetings.

2.3 Special Meetings. Special meetings of the shareholders for any purpose or
purposes may be called by the Chairman of the Board of Directors, or in his
absence by any Vice Chairman of the Board of Directors or the President, or by a
majority of the Board of Directors, and shall be called at any time by the
Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or the President or the Secretary upon the written request of
shareholders owning forty per cent (40%) of the outstanding shares of the
corporation entitled to vote at an election of directors. A request by
shareholders for the calling of a special meeting, as provided herein, shall be
made in writing to the Secretary, signed by such shareholders and shall specify
the purpose or purposes of the meeting.

2.4 Voting of Shares. The voting at all meetings of shareholders may be viva
voce, but any qualified voter may demand a share vote whereupon such share vote
may be taken by ballot, each of which shall state the name of the shareholder
voting and the number of shares voted by him, and if such ballot be cast by
proxy, it shall also state the name of such proxy. At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by instrument in writing subscribed by
such shareholder. Each shareholder shall have one vote for each share having
voting power registered in his name on the books of the corporation on the
record date for determination of its shareholders entitled to vote if such a
record date has been fixed, or on the date the transfer books were closed if
they have been closed.

2.5 Notice of Meetings. Unless waived as contemplated in Section 6.2. notice of
the date, time and place of all meetings of shareholders shall be given not less
than ten (10) days, and not more than sixty (60) days prior to the meeting, to
each shareholder of record of the corporation entitled to vote at such meeting.
The Board of Directors may fix in advance a date, not exceeding seventy (70)
days preceding the date of any meeting of shareholders, as a record date for the
determination of the shareholders entitled to notice of and to vote at any such
meeting. In the case of an annual or substitute annual meeting, the notice of
the meeting need not state the purpose or purposes of



the meeting unless the purpose or purposes constitute a matter which is required
by law to be stated in the notice of the meeting. In the case of a special
meeting, the notice of meeting shall state the purpose or purposes for which the
meeting is called.

2.6 Quorum. A quorum at any annual or special meeting of shareholders shall
consist of shareholders representing, either in person or by proxy, a majority
of the outstanding shares of the corporation entitled to vote at such meeting,
except as otherwise specifically provided by law. If a quorum is present, a
majority of the shares outstanding and entitled to vote which are represented at
any meeting shall determine any matter coming before the meeting unless a
different vote is required by statute, by the Articles of Incorporation or by
these By-Laws. Shareholders at a meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

2.7 Proxies. A shareholder entitled to vote pursuant to Section 2.4 may vote in
person or by proxy executed in writing by the shareholder or by his attorney in
fact. A proxy shall not be valid after eleven (11) months from the date of its
execution, unless a longer period is expressly stated therein. If the validity
of any proxy is questioned it must be submitted to the secretary of the
shareholders' meeting for examination or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary of the meeting
or, if appointed, the proxy officer or committee, shall determine the validity
or invalidity of any proxy submitted and reference by the secretary in the
minutes of the meeting to the irregularity of a proxy shall be received as prima
facie evidence of the facts stated for the purpose of establishing the presence
of a quorum at such meeting and for all other purposes.

2.8 Adjournments. A majority of the voting shares present at any properly called
shareholders' meeting, whether or not a quorum is present, may adjourn the
meeting to reconvene at a specific time and place, but no later than 120 days
after the date fixed for the original meeting unless the requirements of the
Georgia Business Corporation Code concerning the selection of a new record date
and notice to shareholders have been met. It shall not be necessary to give any
notice of the reconvened meeting or of the business to be transacted, if the
time and place of the reconvened meeting are announced at the meeting which was
adjourned. At any such reconvened meeting at which a quorum is represented or
present, any business may be transacted which could have been transacted at the
meeting which was adjourned.

2.9 Conduct of Meetings. All meetings of shareholders shall be governed by such
rules and decisions as the chairman of the meeting, or a parliamentarian
appointed by him, may deem appropriate.

                       ARTICLE THREE - BOARD OF DIRECTORS

3.1 Powers. The management of all the affairs, property, and business of the
corporation shall be vested in the Board of Directors or in an Executive
Committee as may be established pursuant to these By-Laws. In addition to the
powers and authority by these By-Laws expressly conferred upon it, the Board of
Directors may exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute, the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the shareholders.

3.2 Retirement of Directors. (a) Any director who shall have attained the age of
seventy-two (72) years on or before the first day of January, preceding the next
annual meeting shall serve only to the date of such annual meeting and shall not
be eligible to serve as a director thereafter, notwithstanding the fact that
such director may have been elected for a term which would extend beyond the
dates set forth above.

     (b) Any Director, other than a Director who has served the Corporation as
Chief Executive Officer, who is also (i) an officer of the Corporation, or (ii)
an officer of any wholly-owned or majority-owned subsidiary or former subsidiary
of the Corporation, shall cease to be a Director of this Corporation upon such
Director's retirement, resignation, removal or termination, for any reason, as
an officer.

     (c) Any person who has been a director but who becomes ineligible for
reelection under (a) hereof, may, upon the nomination of the Chief Executive
Officer, be designated a "Director Emeritus" by the affirmative vote of a
majority of the Board of Directors. Such a designation shall be based on past
meritorious service to the corporation



and shall continue for life but shall carry no duties or responsibilities by
such person nor shall such person be considered a member of the Board of
Directors for any purpose. Directors Emeriti may be paid such fixed annual
compensation as may be deemed appropriate by the Chief Executive Officer in view
of their past services to the corporation.

3.3 Compensation. The Board of Directors may determine from time to time the
compensation, if any, directors may receive for their services as directors. A
director may also serve the corporation in a capacity other than that of
director and receive compensation, as determined by the Board of Directors, for
services rendered in any other capacity.

3.4 Other. Information concerning (i) Number of Directors, (ii) Classification,
Terms and Election of Directors, (iii) Removal, (iv) Vacancies, and (v) Election
of Directors by Holders of Preferred Stock, is set forth in Article Nine of this
Corporation's Articles of Incorporation, specifically paragraphs 9.1, 9.2, 9.3,
9.4 and 9.5 thereof. [needs to remain as-is until Articles are formally amended]

                ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

4.1 Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at the principal office of the corporation or at such other place
or places, within or without the State of Georgia, as the Board of Directors may
from time to time designate.

4.2 Special Meetings. Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board of Directors or any Vice Chairman of
the Board of Directors or the President or by any two directors to be held at
the principal office of the corporation, or at such other place or places,
within or without the State of Georgia, as may be designated in the notice of
such meeting. Unless waived as contemplated in Section 6.2, the Chairman of the
Board of Directors or any Vice Chairman of the Board of Directors or the
President or Secretary of the corporation or any director thereof shall give at
least one day's notice to each director of each special meeting stating the
date, time, and place of the meeting.

4.3 Quorum. At meetings of the Board of Directors, more than one-half the number
of directors fixed by the shareholders at that time shall be necessary to
constitute a quorum for the transaction of business. A majority of the directors
present at any meeting, whether or not a quorum exists, may adjourn any meeting
of the Board of Directors to reconvene at a specific time and place without
further notice thereof. At any such reconvened meeting at which a quorum is
present, any business may be transacted which could have been transacted at the
meeting which was adjourned.

4.4 Vote Required for Action. (a) Except as otherwise provided in the Articles
of Incorporation, these By-Laws, or by law, the act of a majority of the
directors present at a meeting at which a quorum is present at the time shall be
the act of the Board of Directors.

     (b) A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed to
have assented to the action taken unless:

     (1)  He objects at the beginning of the meeting (or promptly upon his
          arrival) to holding it or transacting business at the meeting;

     (2)  His dissent or abstention from the action taken is entered in the
          minutes of the meeting; or

     (3)  He delivers written notice of his dissent or abstention to the
          presiding officer of the meeting before its adjournment or to the
          corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

     (c) The vote of a majority of the full Board of Directors shall be required
to adopt a resolution constituting a



Committee. The vote of two-thirds of the directors is required to adopt a
resolution recommending dissolution of the corporation to the shareholders.

4.5 Action by Directors Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if a written consent thereto shall be signed by all
of the directors or members of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board of
Directors or committee. Such consent shall have the same force and effect as a
unanimous vote of the Board of Directors or committee.

                            ARTICLE FIVE - COMMITTEES

5.1 Appointment of Executive Committee. The Board of Directors may by resolution
adopted by a majority of the full Board of Directors appoint an Executive
Committee of not less than three (3) nor more than five (5) directors, which
Executive Committee shall to the extent provided in such resolution have all of
the powers and authority of the Board of Directors, except as otherwise provided
by law. The Executive Committee shall have the power to amend or repeal any
resolution of the Board of Directors unless such resolution is by its terms not
subject to amendment or repeal by the Executive Committee. An act of the
Executive Committee taken within the scope of its authority shall be an act of
the Board of Directors.

5.2 Procedures of Executive Committee. The Executive Committee shall meet from
time to time on the call of the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President or any two or more members
of the Executive Committee. Meetings of the Executive Committee may be held at
such place or places as the Executive Committee shall determine or may be
specified or fixed in the respective notices or waivers of such meetings. The
Executive Committee may fix its own rules of procedure, including provision for
a notice of its meetings. It shall keep a record of its proceedings and shall
report these proceedings to the Board of Directors at the next meeting of the
Board, and all such proceedings shall be subject to revision or alteration by
the Board of Directors except to the extent that action shall have been taken
pursuant to or in reliance upon such proceedings prior to any such revision or
alteration.

5.3 Other Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate one or more additional
committees, each committee to consist of one or more directors of the
corporation, and it shall have such name or names and shall have any and may
exercise such powers of the Board of Directors in the management of the business
and affairs of the corporation, except as otherwise provided by law, as may be
determined from time to time by resolution adopted by a majority of the full
Board of Directors. Each of such committees shall call and hold meetings, adopt
rules of procedure, maintain records, and report to the Board of Directors in
the manner provided for the Executive Committee in Section 5.2 of these By-Laws.

5.4 Action by Committees. Articles 4.1, 4.2, 4.3, 4.4, and 4.5, which govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board of Directors, apply to the Executive Committee
or any other committee designated by the Board of Directors, and their members
as well.

5.5 Alternate Members. The Board of Directors, by resolution adopted in
accordance with Sect on 5.1. may designate one or more directors as alternate
members of any such committee, who may act in the place of any absent member or
members at any meeting of such committee.

5.6 Removal and Vacancies. The Board of Directors shall have power at any time
to remove any member of any committee, with or without cause, and to fill
vacancies in or to dissolve any such committee.

                              ARTICLE SIX - NOTICES

6.1 Procedure. Whenever these By-Laws require notice to be given to any
shareholder or director, the notice shall be given in accordance with this
Section 6.1. Notice under these By-Laws shall be in writing unless oral notice
is reasonable under the circumstances. Any notice to directors may be written or
oral. Notice may be communicated in person; by telephone, telegraph, teletype,
or other form of wire or wireless communication; or by mail or private



carrier. If these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area where published,
or by radio, television, or other form of public broadcast communication.
Written notice to the shareholders, if in a comprehensible form, is effective
when mailed, if mailed with first-class postage prepaid and correctly addressed
to the shareholder's address shown in the corporation's current record of
shareholders. If the corporation has more than 500 shareholders of record
entitled to vote at a meeting, it may utilize a class of mail other than first
class if the notice of the meeting is mailed, with adequate postage prepaid, not
less than thirty (30) days before the date of the meeting. Except as provided
above, written notice, if in a comprehensible form, is effective at the earliest
of the following:

     (1)  When received or when delivered, properly addressed, to the
          addressee's last known principal place of business or residence;

     (2)  Five days after its deposit in the mail, as evidenced by the postmark,
          if mailed with first-class postage prepaid and correctly addressed; or

     (3)  On the date shown on the return receipt, if sent by registered or
          certified mail, return receipt requested, and the receipt is signed by
          or on behalf of the addressee.

Oral notice is effective when communicated if communicated in a comprehensible
manner.

In calculating time periods for notice, when a period of time measured in days,
weeks, months, years, or other measurement of time is prescribed for the
exercise of any privilege or the discharge of any duty, the first day shall not
be counted but the last day shall be counted.

6.2 Waiver. (a) A shareholder may waive any notice before or after the date and
time stated in the notice. The waiver must be in writing, specify the business
transacted or the purpose of the meeting, be signed by the shareholder entitled
to the notice, and be delivered to the corporation for inclusion in the minutes
or filing with the corporate records.

     (b) A shareholder's attendance at a meeting (i) waives objection to lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (ii) waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering the matter
when it is presented.

     (c) A director may waive any notice before or after the date and time
specified in the notice. Except as provided below in (d), the waiver must be in
writing, signed by the director entitled to the notice, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.

     (d) A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.

                            ARTICLE SEVEN - OFFICERS

7.1 Number. The officers of the corporation shall consist of a Chairman of the
Board of Directors, one or more Vice Chairmen of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and any other
officers as may be appointed by the Board of Directors or appointed by the
Chairman of the Board of Directors pursuant to Section 7.7. The Board of
Directors shall designate those officers who shall be deemed the chief executive
officer, the chief operating officer and the chief financial officer of the
corporation.

7.2 Election and Term. All officer's shall be elected by the Board of Directors,
or by the Chairman of the Board pursuant to Section 7.7, and shall serve at the
pleasure of the Board of Directors or the Chairman of the Board of Directors
until their successors have been elected and have qualified or until their
earlier death, resignation,



removal, retirement or disqualification.

7.3 Compensation. The compensation of the following senior Officers of the
Corporation shall be fixed by the Compensation and Stock Option Committee of the
Board of Directors.

     Chairman of the Board
     Vice Chairmen of the Board
     President
     Any Executive Vice President
     Any Group Vice President
     Any Senior Vice President

Compensation of all other Officers shall be fixed by the Chief Executive
Officer.

7.4 Removal. Any officer, however elected or appointed, may be removed at any
time with or without cause by the affirmative vote of a majority of the whole
Board of Directors provided that any officer who is not a member of the Board of
Directors may be removed at any time with or without cause by the Chairman of
the Board of Directors or by any other officer who is a member of the Board of
Directors and whose duties include supervision of such discharged officer.

7.5 Vacancies. Vacancy in any office arising from any cause may be filled by the
Board of Directors at any regular or special meeting.

7.6 Disability of Officers. In the case of absence or inability to act of any
officer of the corporation or of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any other officer, or any director or other person
whom it may select.

7.7 Chairman of the Board of Directors. The Chairman of the Board of Directors
shall make reports to the Board of Directors and to the shareholders and shall
perform all such other duties as are incident to his office or as are properly
required of him by the Board of Directors. He shall preside at all meetings of
the shareholders and of the Board of Directors at which he may be present. The
Chairman of the Board of Directors may from time to time appoint one or more
assistant secretaries of the corporation.

7.8 Vice Chairmen of the Board of Directors. Any Vice Chairman of the Board of
Directors shall have such other powers and duties as may from time to time be
designated by the Board of Directors or by the Chief Executive Officer.

7.9 President. The President shall have responsibility for supervising and
directing the operations of the corporation's businesses subject to the
direction of the Board of Directors. He shall preside at all meetings of the
shareholders or the Board of Directors in the absence of the Chairman of the
Board of Directors.

7.10 Vice Presidents. The Vice Presidents shall perform such duties not
inconsistent with these By-Laws as may be specifically designated by the Board
of Directors or by the Chairman of the Board of Directors or any Vice Chairman
of the Board of Directors or the President.

7.11 Secretary. The Secretary shall have authority to issue notices for all
meetings (except that notices for special meetings of directors called at the
request of two directors as provided in Section 4.2 of these By-Laws may be
issued by such directors), shall keep minutes of all meetings, shall have charge
of the seal and of the corporate books, and shall make such reports and perform
such other duties as are incident to the office or are properly required of him
by the Board of Directors, the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the President.

7.12 Assistant Secretaries. The Assistant Secretaries may in the absence or
disability of the Secretary perform the duties and exercise the powers of the
Secretary, and shall perform such other duties as the Board of Directors or the



person appointing them may prescribe.

7.13 Treasurer. The Treasurer shall be responsible for the custody of all monies
and securities of the corporation and shall be responsible for the maintenance
of regular books of account. He shall have general supervision of the
disbursement of funds of the corporation and shall render to the Board of
Directors from time to time, as may be required of him, an account of all
transactions for which he is responsible and of the financial condition of the
corporation. He shall perform all duties incident to his office or which are
properly required of him by the Board of Directors, the Chairman of the Board of
Directors or any Vice Chairman of the Board of Directors or the President.

7.14 Assistant Treasurers. The Assistant Treasurers may, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer, and shall perform such other duties as the Board of Directors or the
person appointing them shall prescribe.

7.15 Bond. The Board of Directors may, by resolution, require any and all
officers to give bond to the corporation, with sufficient surety or sureties,
conditioned for the faithful performance of the duties of their respective
offices, and to comply with such other conditions as may from time to time be
required by the Board of Directors.

                             ARTICLE EIGHT - SHARES

8.1 Certificates. The interest of each shareholder shall be evidenced by a
certificate or certificates representing shares of the corporation which shall
be in such form as the Board of Directors may from time to time adopt. Each
certificate shall exhibit the holder's name, the number of shares and class of
shares and series, if any, represented thereby, the name of the corporation, a
statement that the corporation is organized under the laws of the State of
Georgia, and the par value of each share or a statement that the shares are
without par value. Each certificate shall be signed by the Chairman of the Board
of Directors or any Vice Chairman of the Board of Directors or the President;
provided, however, that where such certificate is signed by a transfer agent, or
registered by a registrar, the signature of any such officer may be facsimile.
In case any officer who has signed or whose facsimile signature has been used on
a certificate has ceased to be an officer before the certificate has been
delivered, such certificate may, nonetheless, be adopted and issued and
delivered by the corporation as though the officer who signed such certificate
or certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer of the corporation.

8.2 Transfer of Shares. The transfer of shares shall be made upon the transfer
books of the corporation, kept in the office of the transfer agent designated to
transfer the shares, only by the person named in the certificate, or by an
attorney lawfully constituted in writing; and before a new certificate is
issued, the old certificate shall be surrendered for cancellation or, in the
case of a certificate alleged to have been lost, stolen, or destroyed, the
provisions of Section 8.4 of these By-Laws shall have been complied with.

8.3 Equitable Share Interest. Registered shareholders only shall be entitled to
be treated by the corporation as the holders in fact of the shares standing in
their respective names, and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Georgia.

8.4 Lost, Stolen or Destroyed Certificates. In the case of loss, theft or
destruction of any share certificate, another may be issued in its place upon
proof of such loss, theft or destruction, and upon the giving of a satisfactory
bond of indemnity to the corporation and/or to the transfer agent and registrar
of such share certificate, in such sum as the Board of Directors may provide.

8.5 Regulations. The Board of Directors shall have power and authority to make
all rules and regulations as it may deem expedient, concerning the issue,
transfer, conversion, and registration of share certificates of the corporation,
not inconsistent with the laws of Georgia, the Articles of Incorporation, and
these By-Laws; and the Board of Directors may appoint one or more transfer
agents and one or more registrars.

8.6 Fixing of Record Date with Regard to Shareholder Action. For the purpose of
determining shareholders entitled



to notice of a shareholders meeting, to demand a special meeting, to vote, or to
take any other action, the Board of Directors may fix a future date as the
record date, the date to be not more than seventy (70) days prior to the date on
which the particular action, requiring a determination of shareholders, is to be
taken. A determination of shareholders entitled to notice of or to vote at a
shareholders meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting. If no record date is fixed by the Board of Directors, the record date
shall be determined in accordance with the provisions of the Georgia Business
Corporation Code.



                ARTICLE NINE - DISTRIBUTIONS AND SHARE DIVIDENDS

9.1 Authorization or Declaration. Unless the Articles of Incorporation provide
otherwise, the Board of Directors from time to time in its discretion may
authorize or declare distributions or share dividends in accordance with the
Georgia Business Corporation Code.

9.2 Record Date with Regard to Distributions and Share Dividends. For the
purpose of determining shareholders entitled to a distribution (other than one
involving a purchase, redemption, or other reacquisition of the corporation's
shares) or a share dividend, the Board of Directors may fix a date as the record
date. If no record date is fixed by the Board of Directors, the record date
shall be determined in accordance with the provisions of the Georgia Business
Corporation Code.

9.3 Depositories. The monies of the corporation shall be deposited in the name
of the corporation, or in its duly adopted tradename, in such bank or banks or
trust company or trust companies as the Board of Directors shall designate, and
shall be drawn out only by check signed by persons designated by resolution of
the Board of Directors.

9.4 Fiscal Year. The fiscal year of the corporation shall begin on the first day
of January each year, unless otherwise provided by the Board of Directors.

                          ARTICLE TEN - INDEMNIFICATION

10.1 Definitions. As used in this Article, the term:

     (a)  "Corporation" includes any domestic or foreign predecessor entity of
          this corporation in a merger or other transaction in which the
          predecessor's existence ceased upon consummation of the transaction.

     (b)  "Director" means an individual who is or was a director of the
          corporation or an individual who, while a director of the corporation,
          is or was serving at the corporation's request as a director, officer,
          partner, trustee, employee, or agent of another foreign or domestic
          corporation, partnership, joint venture, trust, employee benefit plan,
          or other enterprise. A director is considered to be serving an
          employee benefit plan at the corporation's request if his duties to
          the corporation also impose duties on, or otherwise involve services
          by, him to the plan or to participants in or beneficiaries of the
          plan. "Director" includes, unless the context requires otherwise, the
          estate or personal representative of a director.

     (c)  "Expenses" includes attorneys' fees.

     (d)  "Liability" means the obligation to pay a judgment, settlement,
          penalty, fine (including an excise tax assessed with respect to an
          employee benefit plan), or reasonable expenses incurred with respect
          to a proceeding.

     (e)  "Officer" means an individual who is or was an officer of the
          corporation or an individual who, while an officer of the corporation,
          is or was serving at the corporation's request as a director, officer,
          partner, trustee, employee, or agent of another foreign or domestic
          corporation, partnership, joint venture, trust, employee benefit plan,
          or other enterprise. An "Officer" is considered to be serving an
          employee benefit plan at the corporation's request if his duties to
          the corporation also impose duties on, or otherwise involve services
          by, him to the plan or to participants in or beneficiaries of the
          plan. "Officer" includes, unless the context requires otherwise, the
          estate or personal representative of an officer.

     (f)  "Party" includes an individual who was, is, or is threatened to be
          made a named defendant or respondent in a proceeding.

     (g)  "Proceeding" means any threatened, pending, or completed action, suit,
          or proceeding, whether civil, criminal, administrative, or
          investigative and whether formal or informal.



10.2 Basic Indemnification Arrangement. (a) Except as provided in subsections
10.2(d) and 10.2(e) below, the corporation shall indemnify an individual who is
made a party to a proceeding because he is or was a director or officer against
liability incurred by him in the proceeding if he acted in a manner he believed
in good faith to be in or not opposed to the best interests of the corporation
and, in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

     (b) A person's conduct with respect to an employee benefit plan for a
purpose he believed in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection 9.2(a).

     (c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, be determinative that the proposed indemnitee did not meet the standard
of conduct set forth in subsection 10.2(a).

     (d) The corporation shall not indemnify a person under this Article in
connection with (i) a proceeding by or in the right of the corporation in which
such person was adjudged liable to the corporation, or (ii) any proceeding in
which such person was adjudged liable on the basis that he improperly received a
personal benefit unless, and then only to the extent that, a court of competent
jurisdiction determines pursuant to Section 14-2-854 of the Georgia Business
Corporation Code that in view of the circumstances of the case, such person is
fairly and reasonable entitled to indemnification.

     (e) Indemnification permitted under this Article in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

10.3 Advances for Expenses. (a) The corporation shall pay for or reimburse the
reasonable expenses incurred by a director or officer as a party to a proceeding
in advance of final disposition of the proceeding if: (i) such person furnishes
the corporation a written affirmation of his good faith belief that he has met
the standard of conduct set forth in subsection 10.2(a) above; and (ii) such
person furnishes the corporation a written undertaking meeting the
qualifications set forth below in subsection 10.3(b) excuted personally or on
his behalf, to repay any advances if it is ultimately determined that he is not
entitled to any indemnification under this Article or otherwise.

     (b) The undertaking required by subsection 10.3(a)(ii) above must be an
unlimited general obligation of the director or officer but need not be secured
and shall be accepted without reference to financial ability to make repayment.

10.4 Authorization of and Determination of Entitlement to Indemnification. (a)
The corporation acknowledges that indemnification of a director or officer under
Section 10.2 has been pre-authorized by the corporation in the manner described
in subsection 10.4(b) below. Nevertheless, the corporation shall not indemnify a
director or officer under Section 10.2 unless a separate determination has been
made in the specific case that indemnification of such person is permissible in
the circumstances because he has met the standard of conduct set forth in
subsection 10.2(a); provided, however, that regardless of the result or absence
of any such determination, and unless limited by the Articles of Incorporation
of the corporation, to the extent that a director or officer has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, or in defense of any claim, issue or matter therein,
because he is or was a director or officer, the corporation shall indemnify such
person against reasonable expenses incurred by him in connection therewith.

     (b) The determination referred to in subsection 10.4(a) above shall be
made, at the election of the Board of Directors:

     (i)  by the Board of Directors of the corporation by majority vote of a
          quorum consisting of directors not at the time parties to the
          proceeding;

     (ii) If a quorum cannot be obtained under subdivision (i), by majority vote
          of a committee duly designated by the Board of Directors (in which
          designation directors who are parties may participate), consisting
          solely of



          two or more directors not at the time parties to the proceeding;

     (iii) by special legal counsel:

          (1)  selected by the Board of Directors or its committee in the manner
               prescribed in subdivision (i) or (ii); or

          (2)  if a quorum of the Board of Directors cannot be obtained under
               subdivision (i) and a committee cannot be designated under
               subdivision (ii), selected by a majority vote of the full Board
               of Directors (in which selection directors who are parties may
               participate); or

     (iv) by the shareholders; provided that shares owned by or voted under the
          control of directors or officers who are at the time parties to the
          proceeding may not be voted on the determination.

     (c) As acknowledged above, the corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a case-by-case
determination that the proposed indemnitee met the applicable standard of
conduct under subsection 10.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 10.4(b) above, except
that if the determination is made by special legal counsel, evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
10.4(b)(iii) to select counsel.

10.5 Court-Ordered Indemnification and Advances for Expenses. Unless the
corporation's Articles of Incorporation provide otherwise, a director or officer
who, is a party to a proceeding may apply for indemnification or advances for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after giving any notice
the court considers necessary, may order indemnification or advances for
expenses if it determines that:

     (i)  The applicant is entitled to mandatory indemnification under the final
          clause of subsection 10.4(a) above (in which case the corporation
          shall pay the indemnitee's reasonable expenses incurred to obtain
          court-ordered indemnification);

     (ii) The applicant is fairly and reasonably entitled to indemnification in
          view of all the relevant circumstances, whether or not he met the
          standard of conduct set forth in subsection 10.2(a) above or was
          adjudged liable as described in subsection 10.2(d) above (but if he
          was adjudged so liable, any court-ordered indemnification shall be
          limited to reasonable expenses incurred by the indemnitee unless the
          Articles of Incorporation of the corporation or a By-Law, contract or
          resolution approved or ratified by shareholders pursuant to Section
          10.7 provides otherwise); or

     (iii) In the case of advances for expenses, the applicant is entitled
          pursuant to the Articles of Incorporation, By-Laws or any applicable
          resolution or agreement, to payment or reimbursement of his reasonable
          expenses incurred as a party to a proceding in advance of final
          disposition of the proceeding.

10.6 Indemnification of Employees and Agents. Unless the corporation's Articles
of Incorporation provide otherwise, the corporation may indemnify and advance
expenses under this Article to an employee or agent of the corporation who is
not a director or officer to the same extent as to a director or officer.

10.7 Shareholder Approved Indemnification. (a) If authorized by the Articles of
Incorporation or a By-Law, contract or resolution approved or ratified by
shareholders of the corporation by a majority of the votes entitled to be cast,
the corporation may indemnify or obligate itself to indemnify a person made a
party to a proceeding, including a proceeding brought by or in the right of the
corporation, without regard to the limitations in other sections of this
Article; provided, however, that such provisions shall be valid only if and to
the extent they are consistent with this Article. The corporation shall not
indemnify a person under this Section 10.7 for any liability



incurred in a proceeding in which the person is adjudged liable to the
corporation or is subjected to injunctive relief in favor of the corporation:

     (i)  for any appropriation, in violation of his duties, of any business
          opportunity of the corporation;

     (ii) for acts or omissions which involve intentional misconduct or a
          knowing violation of law;

     (iii) for the types of liability set forth in Section 14-2-832 of the
          Georgia Business Corporation Code; or

     (iv) from any transaction from which he received an improper personal
          benefit.

(b) Where approved or authorized in the manner described in subsection 10.7(a)
above, the corporation may advance or reimburse expenses incurred in advance of
final disposition of the proceeding only if:

     (i)  the proposed indemnitee furnishes the corporation a written
          affirmation of his good faith belief that his conduct does not
          constitute behavior of the kind described in subsection 10.7(a)(i) --
          (iv) above; and

     (ii) the proposed indemnitee furnishes the corporation a written
          undertaking, executed personally, or on his behalf, to repay any
          advances if it is ultimately determined that he is not entitled to
          indemnification.

10.8 Liability Insurance. The corporation may purchase and maintain insurance on
behalf of a director or officer or an individual who is or was an employee or
agent of the corporation or who, while an employee or agent of the corporation,
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise
against liability asserted against or incurred by him in that capacity or
arising from his status as a director officer, employee, or agent, whether or
not the corporation would have power to indemnify against the same liability
under Section 10.2 or Section 10.3 above.

10.9 Witness Fees. Nothing in this Article shall limit the corporation's power
to pay or reimburse expenses incurred by a person in connection with his
appearance as a witness in a proceeding at a time when he has not been made a
named defendant or respondent in the proceeding.

10.10 Report to Shareholders. If the corporation indemnifies or advances
expenses to a director in connection with a proceeding by or in the right of the
corporation, the corporation shall report the indemnification or advance, in
writing, to shareholders with or before the notice of the next shareholders'
meeting.

10.11 Severability. In the event that any of the provisions of this Article
(including any provision within a single section, subsection, division or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article shall remain
enforceable to the fullest extent permitted by law.

                         ARTICLE ELEVEN - MISCELLANEOUS

11.1 Inspection of Books and Records. The Board of Directors shall determine
whether and to what extent the accounts and books of the corporation, or any of
them, other than the share records, shall be open to the inspection of
shareholders, and no shareholder shall have any right to inspect any account or
books or document of the corporation except as conferred by law or by resolution
of the shareholders or the Board of Directors. Without prior approval of the
Board of Directors in their discretion, the right of inspection set forth in
Section 14-2-1602(c) of the Georgia Business Corporation Code shall not be
available to any shareholder owning two (2) percent or less of the shares
outstanding.

11.2 Description of Seal. The corporate seal of the corporation shall consist of
two concentric circles, between which shall be inscribed the words "Genuine
Parts Company, Atlanta, Ga.", and in the center shall be inscribed the year of
its incorporation and the word "Seal".



11.3 Annual Statements. Not later than four months after the close of each
fiscal year, and in any case prior to the next annual meeting of shareholders,
the corporation shall prepare (a) a balance sheet showing in reasonable detail
the financial condition of the corporation as of the close of its fiscal year,
and (b) a profit and loss statement showing the results of its operations during
its fiscal year. Upon receipt of written request, the corporation promptly shall
mail to any shareholder of record a copy of the most recent such balance sheet
and profit and loss statement.

                           ARTICLE TWELVE - AMENDMENTS

12.1 Power to Amend By-Laws. Alterations, amendments, or repeals of the By-Laws
may be made by the shareholders, if the notice of such meeting contains a
statement of the proposed alteration, amendment, or repeal, or by the Board of
Directors by a majority vote of all directors then holding office at any regular
or special meeting.

               ARTICLE THIRTEEN - RESTRICTIONS ON CERTAIN BUSINESS
                    COMBINATIONS WITH INTERESTED SHAREHOLDERS

13.1 Governing Authority. The Corporation shall be governed by all of the
requirements of Article 11A of the Georgia Business Corporation Code (Sections
14-2-1131, et seq).

13.2 Irrevocability. Article Thirteen of these By-laws shall be irrevocable
except as provided in Section 14-2-1133(b) of the Georgia Business Corporation
Code.

EX-10.1

                                                                    Exhibit 10.1

                              GENUINE PARTS COMPANY
                          2006 LONG-TERM INCENTIVE PLAN


                                                                               .
                                                                               .
                                                                               .

GENUINE PARTS COMPANY
2006 LONG-TERM INCENTIVE PLAN

                                                                           
ARTICLE 1 PURPOSE
   1.1   General

ARTICLE 2 DEFINITIONS
   2.1   Definitions

ARTICLE 3 EFFECTIVE TERM OF PLAN
   3.1   Effective Date
   3.2   Term of Plan

ARTICLE 4 ADMINISTRATION
   4.1   Committee
   4.2   Actions and Interpretations by the Committee
   4.3   Authority of Committee
   4.4   Award Certificates

ARTICLE 5 SHARES SUBJECT TO THE PLAN
   5.1   Number of Shares
   5.2   Share Counting
   5.3   Stock Distributed
   5.4   Limitation on Awards

ARTICLE 6 ELIGIBILITY
   6.1   General

ARTICLE 7 STOCK OPTIONS
   7.1   General
   7.2   Incentive Stock Options

ARTICLE 8 STOCK APPRECIATION RIGHTS
   8.1   Grant of Stock Appreciation Rights

ARTICLE 9 PERFORMANCE AWARDS
   9.1   Grant of Performance Awards
   9.2   Performance Goals
   9.3   Right to Payment
   9.4   Other Terms

ARTICLE 10 RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS
   10.1  Grant of Restricted Stock and Restricted Stock Units
   10.2  Issuance and Restrictions
   10.3  Forfeiture
   10.4  Delivery of Restricted Stock

ARTICLE 11 DEFERRED STOCK UNITS





                                                                           
   11.1  Grant of Deferred Stock Units

ARTICLE 12 DIVIDEND EQUIVALENTS
   12.1  Grant of Dividend Equivalents

ARTICLE 13 STOCK OR OTHER STOCK-BASED AWARDS
   13.1  Grant of Stock or Other Stock-Based Awards

ARTICLE 14 PROVISIONS APPLICABLE TO AWARDS
   14.1  Stand-Alone and Tandem Awards
   14.2  Term of Awards
   14.3  Form of Payment of Awards
   14.4  Limits on Transfer
   14.5  Beneficiaries
   14.6  Stock Certificates
   14.7  Acceleration upon Death or Disability
   14.9  Acceleration upon a Change in Control
   14.10 Acceleration for Any Other Reason
   14.11 Effect of Acceleration
   14.12 Qualified Performance-Based Awards
   14.13 Termination of Employment
   14.17 Forfeiture Events
   14.18 Substitute Awards

ARTICLE 15 CHANGES IN CAPITAL STRUCTURE
   15.1  General

ARTICLE 16 AMENDMENT, MODIFICATION AND TERMINATION
   16.1  Amendment, Modification and Termination
   16.2  Awards Previously Granted

ARTICLE 17 GENERAL PROVISIONS
   17.1  No Rights to Awards; Non-Uniform Determinations
   17.2  No Shareholder Rights
   17.3  Withholding
   17.4  Special Provisions Related to Section 409A of the Code
   17.5  No Right to Continued Service
   17.6  Unfunded Status of Awards
   17.7  Relationship to Other Benefits
   17.8  Expenses
   17.9  Titles and Headings
   17.10 Gender and Number
   17.11 Fractional Shares
   17.12 Government and Other Regulations
   17.13 Governing Law
   17.14 Additional Provisions
   17.15 No Limitations on Rights of Company
   17.16 Indemnification





GENUINE PARTS COMPANY
2006 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

     1.1. GENERAL. The purpose of the Genuine Parts Company 2006 Long-Term
Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
Genuine Parts Company (the "Company"), by linking the personal interests of
employees, officers, and directors of the Company or any Affiliate (as defined
below) to those of Company shareholders and by providing such persons with an
incentive for outstanding performance. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of employees, officers and directors upon whose judgment, interest, and
special effort the successful conduct of the Company's operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from time
to time to selected employees, officers and directors of the Company and its
Affiliates.

                                    ARTICLE 2
                                   DEFINITIONS

     2.1. DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context. The following words and phrases shall have the following meanings:

          (a) "Affiliate" means (i) any Subsidiary or Parent, or (ii) an entity
     that directly or through one or more intermediaries controls, is controlled
     by or is under common control with, the Company, as determined by the
     Committee.

          (b) "Award" means any Option, Stock Appreciation Right, Restricted
     Stock Award, Restricted Stock Unit Award, Deferred Stock Unit Award,
     Performance Award, Dividend Equivalent Award, Other Stock-Based Award,
     Performance-Based Cash Awards, or any other right or interest relating to
     Stock or cash, granted to a Participant under the Plan.

          (c) "Award Certificate" means a written document, in such form as the
     Committee prescribes from time to time, setting forth the terms and
     conditions of an Award. Award Certificates may be in the form of individual
     award agreements or certificates or a program document describing the terms
     and provisions of an Awards or series of Awards under the Plan.

          (d) "Board" means the Board of Directors of the Company.

          (e) "Cause" as a reason for a Participant's termination of employment,
     unless otherwise defined in the applicable Award Certificate, shall mean a
     determination by the Board that Executive has committed or engaged in
     either (i) any act that constitutes, on the part of the Participant, fraud,
     dishonesty, breach of fiduciary duty, misappropriation, embezzlement or
     gross misfeasance of duty; (ii) willful disregard of published Company
     policies and procedures or codes of ethics; or (iii) conduct by the
     Participant in his office with the Company that is grossly inappropriate
     and demonstrably likely to lead to material injury to the Company, as
     determined by the Board acting reasonably and in good faith; provided, that
     in the case of (ii) or (iii) above, such conduct shall not constitute
     "Cause" unless the Board shall have delivered to Executive notice setting
     forth with specificity (A) the conduct deemed to qualify as "Cause", (B)
     reasonable action that would remedy such objection, and (C) a reasonable
     time (not less than 30 days) within which the Participant may take such
     remedial action, and the Participant shall not have taken such specified
     remedial action within the specified time.

          (f) "Change in Control" means and includes the occurrence of any one
     of the following events:



               (i) The acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a
          "Person") of beneficial ownership (within the meaning of Rule 13d-3
          promulgated under the 1934 Act) of 20% or more of the combined voting
          power of the then outstanding voting securities of the Company
          entitled to vote generally in the election of directors (the
          "Outstanding Company Voting Securities"); provided, however, that for
          purposes of this subsection (1), the following acquisitions shall not
          constitute a Change of Control: (i) any acquisition by a Person who is
          on the Effective Date the beneficial owner of 20% or more of the
          Outstanding Company Voting Securities, (ii) any acquisition directly
          from the Company, (iii) any acquisition by the Company, (iv) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by the Company or any corporation controlled by the
          Company, or (v) any acquisition by any corporation pursuant to a
          transaction which complies with clauses (i), (ii) and (iii) of
          subsection (3) of this definition; or

               (ii) Individuals who, as of the Effective Date, constitute the
          Board (the "Incumbent Board") cease for any reason to constitute at
          least a majority of the Board; provided, however, that any individual
          becoming a director subsequent to the Effective Date whose election,
          or nomination for election by the Company's shareholders, was approved
          by a vote of at least a majority of the directors then comprising the
          Incumbent Board shall be considered as though such individual were a
          member of the Incumbent Board, but excluding, for this purpose, any
          such individual whose initial assumption of office occurs as a result
          of an actual or threatened election contest with respect to the
          election or removal of directors or other actual or threatened
          solicitation of proxies or consents by or on behalf of a Person other
          than the Board; or

               (iii) Consummation of a reorganization, merger, consolidation or
          share exchange or sale or other disposition of all or substantially
          all of the assets of the Company (a "Business Combination"), in each
          case, unless, following such Business Combination, (i) all or
          substantially all of the individuals and entities who were the
          beneficial owners of the Outstanding Company Voting Securities
          immediately prior to such Business Combination beneficially own,
          directly or indirectly, more than 50% of the combined voting power of
          the then outstanding voting securities entitled to vote generally in
          the election of directors of the corporation resulting from such
          Business Combination (including, without limitation, a corporation
          which as a result of such transaction owns the Company or all or
          substantially all of the Company's assets either directly or through
          one or more subsidiaries) in substantially the same proportions as
          their ownership, immediately prior to such Business Combination of the
          Outstanding Company Voting Securities, and (ii) no Person (excluding
          any corporation resulting from such Business Combination or any
          employee benefit plan (or related trust) of the Company or such
          corporation resulting from such Business Combination) beneficially
          owns, directly or indirectly, 20% or more of the combined voting power
          of the then outstanding voting securities of such corporation except
          to the extent that such ownership existed prior to the Business
          Combination, and (iii) at least a majority of the members of the board
          of directors of the corporation resulting from such Business
          Combination were members of the Incumbent Board at the time of the
          execution of the initial agreement, or of the action of the Board,
          providing for such Business Combination; or

               (iv) Approval by the shareholders of the Company of a complete
          liquidation or dissolution of the Company.

          (g) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time, and includes a reference to the underlying final regulations.

          (h) "Committee" means the committee of the Board described in Article
     4.

          (i) "Company" means Genuine Parts Company, a Georgia corporation, or
     any successor corporation.

          (j) "Continuous Status as a Participant" means the absence of any
     interruption or termination of service as an employee, officer or director
     of the Company or any Affiliate, as applicable; provided, however, that for
     purposes of an Incentive Stock Option, or a Stock Appreciation Right issued
     in tandem with an Incentive Stock Option, "Continuous Status as a
     Participant" means the absence of any interruption or termination of
     service as



     an employee of the Company or any Parent or Subsidiary, as applicable,
     pursuant to applicable tax regulations. Continuous Status as a Participant
     shall not be considered interrupted in the case of any leave of absence
     authorized in writing by the Company prior to its commencement; provided,
     however, that for purposes of Incentive Stock Options, no such leave may
     exceed 90 days, unless reemployment upon expiration of such leave is
     guaranteed by statute or contract. If reemployment upon expiration of a
     leave of absence approved by the Company is not so guaranteed, on the 91st
     day of such leave any Incentive Stock Option held by the Participant shall
     cease to be treated as an Incentive Stock Option and shall be treated for
     tax purposes as a Non-Qualified Stock Option.

          (k) "Covered Employee" means a covered employee as defined in Code
     Section 162(m)(3).

          (l) "Disability" shall mean any illness or other physical or mental
     condition of a Participant that renders the Participant incapable of
     performing his customary and usual duties for the Company, or any medically
     determinable illness or other physical or mental condition resulting from a
     bodily injury, disease or mental disorder which, in the judgment of the
     Committee, is permanent and continuous in nature. The Committee may require
     such medical or other evidence as it deems necessary to judge the nature
     and permanency of the Participant's condition. Notwithstanding the above,
     with respect to an Incentive Stock Option, Disability shall mean Permanent
     and Total Disability as defined in Section 22(e)(3) of the Code.

          (m) "Deferred Stock Unit" means a right granted to a Participant under
     Article 11.

          (n) "Dividend Equivalent" means a right granted to a Participant under
     Article 12.

          (o) "Effective Date" has the meaning assigned such term in Section
     3.1.

          (p) "Eligible Participant" means an employee, officer, consultant or
     director of the Company or any Affiliate.

          (q) "Exchange" means the Nasdaq National Market or any national
     securities exchange on which the Stock may from time to time be listed or
     traded.

          (r) "Fair Market Value", on any date, means (i) if the Stock is listed
     on a securities exchange or is traded over the Nasdaq National Market, the
     closing sales price on such exchange or over such system on such date or,
     in the absence of reported sales on such date, the closing sales price on
     the immediately preceding date on which sales were reported, or (ii) if the
     Stock is not listed on a securities exchange or traded over the Nasdaq
     National Market, the mean between the bid and offered prices as quoted by
     Nasdaq for such date, provided that if it is determined that the fair
     market value is not properly reflected by such Nasdaq quotations, Fair
     Market Value will be determined by such other method as the Committee
     determines in good faith to be reasonable.

          (s) "Grant Date" of an Award means the first date on which all
     necessary corporate action has been taken to approve the grant of the Award
     as provided in the Plan, or such later date as is determined and specified
     as part of that authorization process. Notice of the grant shall be
     provided to the grantee within a relatively short period of time after the
     Grant Date.

          (t) "Incentive Stock Option" means an Option that is intended to be an
     incentive stock option and meets the requirements of Section 422 of the
     Code or any successor provision thereto.

          (u) "Non-Employee Director" means a director of the Company who is not
     a common law employee of the Company or an Affiliate.

          (v) "Non-Qualified Stock Option" means an Option that is not an
     Incentive Stock Option.

          (w) "Option" means a right granted to a Participant under Article 7 of
     the Plan to purchase Stock at a specified price during specified time
     periods. An Option may be either an Incentive Stock Option or a
     Non-



     Qualified Stock Option.

          (x) "Other Stock-Based Award" means a right, granted to a Participant
     under Article 13, that relates to or is valued by reference to Stock or
     other Awards relating to Stock.

          (y) "Parent" means a corporation, limited liability company,
     partnership or other entity which owns or beneficially owns a majority of
     the outstanding voting stock or voting power of the Company.
     Notwithstanding the above, with respect to an Incentive Stock Option,
     Parent shall have the meaning set forth in Section 424(e) of the Code.

          (z) "Participant" means a person who, as an employee, officer,
     director or consultant of the Company or any Affiliate, has been granted an
     Award under the Plan; provided that in the case of the death of a
     Participant, the term "Participant" refers to a beneficiary designated
     pursuant to Section 14.5 or the legal guardian or other legal
     representative acting in a fiduciary capacity on behalf of the Participant
     under applicable state law and court supervision.

          (aa) "Performance Award" means Performance Shares or Performance Units
     or Performance-Based Cash Awards granted pursuant to Article 9.

          (bb) "Performance-Based Cash Award" means a right granted to a
     Participant under Article 9 to a cash award to be paid upon achievement of
     such performance goals as the Committee establishes with regard to such
     Award.

          (cc) "Performance Share" means any right granted to a Participant
     under Article 9 to a unit to be valued by reference to a designated number
     of Shares to be paid upon achievement of such performance goals as the
     Committee establishes with regard to such Performance Share.

          (dd) "Performance Unit" means a right granted to a Participant under
     Article 9 to a unit valued by reference to a designated amount of cash or
     property other than Shares, to be paid to the Participant upon achievement
     of such performance goals as the Committee establishes with regard to such
     Performance Unit.

          (ee) "Person" means any individual, entity or group, within the
     meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3)
     or 14(d)(2) of the 1934 Act.

          (ff) "Plan" means the Genuine Parts Company 2006 Long-Term Incentive
     Plan, as amended from time to time.

          (gg) "Qualified Performance-Based Award" means an Award that is either
     (i) intended to qualify for the Section 162(m) Exemption and is made
     subject to performance goals based on Qualified Business Criteria as set
     forth in Section 14.12(b), or (ii) an Option or SAR having an exercise
     price equal to or greater than the Fair Market Value of the underlying
     Stock as of the Grant Date.

          (hh) "Qualified Business Criteria" means one or more of the Business
     Criteria listed in Section 14.12(b) upon which performance goals for
     certain Qualified Performance-Based Awards may be established by the
     Committee.

          (ii) "Restricted Stock Award" means Stock granted to a Participant
     under Article 10 that is subject to certain restrictions and to risk of
     forfeiture.

          (jj) "Restricted Stock Unit Award" means the right granted to a
     Participant under Article 10 to receive shares of Stock (or the equivalent
     value in cash or other property if the Committee so provides) in the
     future, which right is subject to certain restrictions and to risk of
     forfeiture.

          (kk) "Retirement" in the case of an employee means termination of
     employment with the Company, a



     Parent or Subsidiary after attaining age 65.

          (ll) "Section 162(m) Exemption" means the exemption from the
     limitation on deductibility imposed by Section 162(m) of the Code that is
     set forth in Section 162(m)(4)(C) of the Code or any successor provision
     thereto.

          (mm) "Shares" means shares of the Company's Stock. If there has been
     an adjustment or substitution pursuant to Section 15.1, the term "Shares"
     shall also include any shares of stock or other securities that are
     substituted for Shares or into which Shares are adjusted pursuant to
     Section 15.1.

          (nn) "Stock" means the $1.00 par value common stock of the Company and
     such other securities of the Company as may be substituted for Stock
     pursuant to Article 15.

          (oo) "Stock Appreciation Right" or "SAR" means a right granted to a
     Participant under Article 8 to receive a payment equal to the difference
     between the Fair Market Value of a Share as of the date of exercise of the
     SAR over the grant price of the SAR, all as determined pursuant to Article
     8.

          (pp) "Subsidiary" means any corporation, limited liability company,
     partnership or other entity of which a majority of the outstanding voting
     stock or voting power is beneficially owned directly or indirectly by the
     Company. Notwithstanding the above, with respect to an Incentive Stock
     Option, Subsidiary shall have the meaning set forth in Section 424(f) of
     the Code.

          (qq) "1933 Act" means the Securities Act of 1933, as amended from time
     to time.

          (rr) "1934 Act" means the Securities Exchange Act of 1934, as amended
     from time to time.

                                    ARTICLE 3
                             EFFECTIVE TERM OF PLAN

     3.1. EFFECTIVE DATE. The Plan shall be effective as of the date it is
approved by both the Board and the shareholders of the Company (the "Effective
Date").

     3.2. TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary
of the Effective Date unless earlier terminated as provided herein. The
termination of the Plan on such date shall not affect the validity of any Award
outstanding on the date of termination.

                                    ARTICLE 4
                                 ADMINISTRATION

     4.1. COMMITTEE. The Plan shall be administered by the Compensation,
Nominating and Governance Committee (which Committee shall consist of at least
two directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board. It is intended that at least two of the
directors appointed to serve on the Committee shall be "non-employee directors"
(within the meaning of Rule 16b-3 promulgated under the 1934 Act) and "outside
directors" (within the meaning of Code Section 162(m)) and that any such members
of the Committee who do not so qualify shall abstain from participating in any
decision to make or administer Awards that are made to Eligible Participants who
at the time of consideration for such Award (i) are persons subject to the
short-swing profit rules of Section 16 of the 1934 Act, or (ii) are reasonably
anticipated to become Covered Employees during the term of the Award. However,
the mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements or shall fail to abstain from such action shall not
invalidate any Award made by the Committee which Award is otherwise validly made
under the Plan. The members of the Committee shall be appointed by, and may be
changed at any time and from time to time in the discretion of, the Board. The
Board may reserve to itself any or all of the authority and responsibility of
the Committee under the Plan or may act as administrator of the Plan for any and
all purposes. To the extent the Board has reserved any authority and
responsibility or during any time that the Board is acting as administrator of
the Plan, it shall have all the powers of



the Committee hereunder, and any reference herein to the Committee (other than
in this Section 4.1) shall include the Board. To the extent any action of the
Board under the Plan conflicts with actions taken by the Committee, the actions
of the Board shall control.

     4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of
administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and
purposes of the Plan and make such other determinations, not inconsistent with
the Plan, as the Committee may deem appropriate. The Committee's interpretation
of the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are
final, binding, and conclusive on all parties. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Affiliate, the Company's or an Affiliate's independent certified public
accountants, Company counsel or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.

     4.3. AUTHORITY OF COMMITTEE. Except as provided below, the Committee has
the exclusive power, authority and discretion to:

          (a) Grant Awards;

          (b) Designate Participants;

          (c) Determine the type or types of Awards to be granted to each
     Participant;

          (d) Determine the number of Awards to be granted and the number of
     Shares or dollar amount to which an Award will relate;

          (e) Determine the terms and conditions of any Award granted under the
     Plan, including but not limited to, the exercise price, grant price, or
     purchase price, any restrictions or limitations on the Award, any schedule
     for lapse of forfeiture restrictions or restrictions on the exercisability
     of an Award, and accelerations or waivers thereof, based in each case on
     such considerations as the Committee in its sole discretion determines;

          (f) Accelerate the vesting, exercisability or lapse of restrictions of
     any outstanding Award, in accordance with Article 14, based in each case on
     such considerations as the Committee in its sole discretion determines;

          (g) Determine whether, to what extent, and under what circumstances an
     Award may be settled in, or the exercise price of an Award may be paid in,
     cash, Stock, other Awards, or other property, or an Award may be canceled,
     forfeited, or surrendered;

          (h) Prescribe the form of each Award Certificate, which need not be
     identical for each Participant;

          (i) Decide all other matters that must be determined in connection
     with an Award;

          (j) Establish, adopt or revise any rules, regulations, guidelines or
     procedures as it may deem necessary or advisable to administer the Plan;

          (k) Make all other decisions and determinations that may be required
     under the Plan or as the Committee deems necessary or advisable to
     administer the Plan;

          (l) Amend the Plan or any Award Certificate as provided herein; and

          (m) Adopt such modifications, procedures, and subplans as may be
     necessary or desirable to comply with provisions of the laws of non-U.S.
     jurisdictions in which the Company or any Affiliate may operate, in order
     to assure the viability of the benefits of Awards granted to participants
     located in such other jurisdictions and to



     meet the objectives of the Plan.

     Notwithstanding the foregoing, grants of Awards to Non-Employee Directors
hereunder shall be made only in accordance with the terms, conditions and
parameters of a plan, program or policy for the compensation of Non-Employee
Directors as in effect from time to time, and the Committee may not make
discretionary grants hereunder to Non-Employee Directors.

     4.4. AWARD CERTIFICATES. Each Award shall be evidenced by an Award
Certificate. Each Award Certificate shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2
and 15.1, the aggregate number of Shares reserved and available for issuance
pursuant to Awards granted under the Plan shall be [8,000,000].

     5.2. SHARE COUNTING.

          (a) To the extent that an Award is canceled, terminates, expires, is
     forfeited or lapses for any reason, any unissued or forfeited Shares
     subject to the Award will again be available for issuance pursuant to
     Awards granted under the Plan.

          (b) Shares subject to Awards settled in cash will again be available
     for issuance pursuant to Awards granted under the Plan.

          (c) Shares withheld from an Award to satisfy minimum tax withholding
     requirements will again be available for issuance pursuant to Awards
     granted under the Plan (but Shares delivered by a Participant to satisfy
     tax withholding requirements shall not be added back to the number of
     Shares available for issuance under the Plan).

          (d) If the exercise price of an Option is satisfied by delivering
     Shares to the Company (by either actual delivery or attestation), only the
     number of Shares issued in excess of the delivery or attestation shall be
     considered for purposes of determining the number of Shares remaining
     available for issuance pursuant to Awards granted under the Plan.

          (e) To the extent that the full number of Shares subject to an Option
     or SAR is not issued upon exercise of the Option or SAR for any reason,
     only the number of Shares issued and delivered upon exercise of the Option
     or SAR shall be considered for purposes of determining the number of Shares
     remaining available for issuance pursuant to Awards granted under the Plan.

          (f) Substitute Awards granted pursuant to Section 14.14 of the Plan
     shall not count against the Shares otherwise available for issuance under
     the Plan under Section 5.1.

     5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

     5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the
contrary (but subject to adjustment as provided in Section 15.1), the maximum
number of Shares with respect to one or more Options and/or SARs that may be
granted during any one calendar year under the Plan to any one Participant shall
be 500,000; The maximum aggregate grant with respect to Awards of Restricted
Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares or other
Stock-Based Awards (other than Options or SARs) granted in any one calendar year
to any one Participant shall be 500,000. The aggregate dollar value of any
Performance-Based Cash Award or other cash-based award that may be paid to any
one Participant during any one calendar year



under the Plan shall be $7,500,000.

                                    ARTICLE 6
                                   ELIGIBILITY

     6.1. GENERAL. Awards may be granted only to Eligible Participants; except
that Incentive Stock Options may be granted to only to Eligible Participants who
are employees of the Company or a Parent or Subsidiary as defined in Section
424(e) and (f) of the Code.

                                    ARTICLE 7
                                  STOCK OPTIONS

     7.1. GENERAL. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

          (a) EXERCISE PRICE. The exercise price per Share under an Option shall
     be determined by the Committee, provided that the exercise price for any
     Option (other than an Option issued as a substitute Award pursuant to
     Section 14.18) shall not be less than the Fair Market Value as of the Grant
     Date.

          (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the
     time or times at which an Option may be exercised in whole or in part,
     subject to Section 7.1(d). The Committee shall also determine the
     performance or other conditions, if any, that must be satisfied before all
     or part of an Option may be exercised or vested. Subject to Section 14.9,
     the Committee may waive any exercise or vesting provisions at any time in
     whole or in part based upon factors as the Committee may determine in its
     sole discretion so that the Option becomes exercisable or vested at an
     earlier date. The Committee may permit an arrangement whereby receipt of
     Stock upon exercise of an Option is delayed until a specified future date.

          (c) PAYMENT. The Committee shall determine the methods by which the
     exercise price of an Option may be paid, the form of payment, including,
     without limitation, cash, Shares, or other property (including "cashless
     exercise" arrangements), and the methods by which Shares shall be delivered
     or deemed to be delivered to Participants.

          (d) EXERCISE TERM. In no event may any Option be exercisable for more
     than ten years from the Grant Date.

     7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

          (a) EXERCISE PRICE. The exercise price of an Incentive Stock Option
     shall not be less than the Fair Market Value as of the Grant Date.

          (b) LAPSE OF OPTION. Subject to any earlier termination provision
     contained in the Award Certificate, an Incentive Stock Option shall lapse
     upon the earliest of the following circumstances; provided, however, that
     the Committee may, prior to the lapse of the Incentive Stock Option under
     the circumstances described in subsections (3), (4) or (5) below, provide
     in writing that the Option will extend until a later date, but if an Option
     is so extended and is exercised after the dates specified in subsections
     (3) and (4) below, it will automatically become a Non-Qualified Stock
     Option:

               (1) The expiration date set forth in the Award Certificate.

               (2) The tenth anniversary of the Grant Date.

               (3) Three months after termination of the Participant's
          Continuous Status as a Participant for any reason other than the
          Participant's Disability or death.



               (4) One year after the Participant's Continuous Status as a
          Participant by reason of the Participant's Disability.

               (5) One year after the Participant's death if the Participant
          dies while employed, or during the three-month period described in
          paragraph (3) or during the one-year period described in paragraph (4)
          and before the Option otherwise lapses.

          Unless the exercisability of the Incentive Stock Option is accelerated
     as provided in Article 14, if a Participant exercises an Option after
     termination of employment, the Option may be exercised only with respect to
     the Shares that were otherwise vested on the Participant's termination of
     employment. Upon the Participant's death, any exercisable Incentive Stock
     Options may be exercised by the Participant's beneficiary, determined in
     accordance with Section 14.5.

          (c) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
     (determined as of the Grant Date) of all Shares with respect to which
     Incentive Stock Options are first exercisable by a Participant in any
     calendar year may not exceed $100,000.00.

          (d) TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to
     any individual who, at the Grant Date, owns stock possessing more than ten
     percent of the total combined voting power of all classes of stock of the
     Company or any Parent or Subsidiary unless the exercise price per share of
     such Option is at least 110% of the Fair Market Value per Share at the
     Grant Date and the Option expires no later than five years after the Grant
     Date.

          (e) RIGHT TO EXERCISE. During a Participant's lifetime, an Incentive
     Stock Option may be exercised only by the Participant or, in the case of
     the Participant's Disability, by the Participant's guardian or legal
     representative.

          (f) ELIGIBLE GRANTEES. The Committee may not grant an Incentive Stock
     Option to a person who is not at the Grant Date an employee of the Company
     or a Parent or Subsidiary.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

     8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to
grant Stock Appreciation Rights to Participants on the following terms and
conditions:

          (a) RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right,
     the Participant to whom it is granted has the right to receive the excess,
     if any, of:

               (1) The Fair Market Value of one Share on the date of exercise;
          over

               (2) The base price of the Stock Appreciation Right as determined
          by the Committee, which shall not be less than the Fair Market Value
          of one Share on the Grant Date (unless the SAR is granted in tandem
          with an Option after the Grant Date of the Option, in which case, the
          base price of the SAR may equal the exercise price of the related
          Option even if less than the Fair Market Value of one Share on the
          Grant Date of the SAR).

          (b) OTHER TERMS. All awards of Stock Appreciation Rights shall be
     evidenced by an Award Certificate. The terms, methods of exercise, methods
     of settlement, form of consideration payable in settlement, and any other
     terms and conditions of any Stock Appreciation Right shall be determined by
     the Committee at the time of the grant of the Award and shall be reflected
     in the Award Certificate.

                                    ARTICLE 9
                               PERFORMANCE AWARDS



     9.1. GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant
Performance Shares, Performance Units or Performance-Based Cash Awards to
Participants on such terms and conditions as may be selected by the Committee.
The Committee shall have the complete discretion to determine the number of
Performance Awards granted to each Participant, subject to Section 5.4, and to
designate the provisions of such Performance Awards as provided in Section 4.3.
All Performance Awards shall be evidenced by an Award Certificate or a written
program established by the Committee, pursuant to which Performance Awards are
awarded under the Plan under uniform terms, conditions and restrictions set
forth in such written program.

     9.2. PERFORMANCE GOALS. The Committee may establish performance goals for
Performance Awards which may be based on any criteria selected by the Committee.
Such performance goals may be described in terms of Company-wide objectives or
in terms of objectives that relate to the performance of the Participant, an
Affiliate or a division, region, department or function within the Company or an
Affiliate. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company or the
manner in which the Company or an Affiliate conducts its business, or other
events or circumstances render performance goals to be unsuitable, the Committee
may modify such performance goals in whole or in part, as the Committee deems
appropriate. If a Participant is promoted, demoted or transferred to a different
business unit or function during a performance period, the Committee may
determine that the performance goals or performance period are no longer
appropriate and may (i) adjust, change or eliminate the performance goals or the
applicable performance period as it deems appropriate to make such goals and
period comparable to the initial goals and period, or (ii) make a cash payment
to the participant in amount determined by the Committee. The foregoing two
sentences shall not apply with respect to a Performance Award that is intended
to be a Qualified Performance-Based Award if the recipient of such award (a) was
a Covered Employee on the date of the modification, adjustment, change or
elimination of the performance goals or performance period, or (b) in the
reasonable judgment of the Committee, may be a Covered Employee on the date the
Performance Award is expected to be paid.

     9.3. RIGHT TO PAYMENT. The grant of a Performance Share to a Participant
will entitle the Participant to receive at a specified later time a specified
number of Shares, or the equivalent cash value, if the performance goals
established by the Committee are achieved and the other terms and conditions
thereof are satisfied. The grant of a Performance Unit to a Participant will
entitle the Participant to receive at a specified later time a specified dollar
value in cash or other property, including Shares, variable under conditions
specified in the Award, if the performance goals in the Award are achieved and
the other terms and conditions thereof are satisfied. The grant of a
Performance-Based Cash Award to a Participant will entitle the Participant to
receive at a specified later time a specified dollar value in cash variable
under conditions specified in the Award, if the performance goals in the Award
are achieved and the other terms and conditions thereof are satisfied. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Awards in its discretion which, depending on the extent to
which they are met, will determine the value of the Performance Awards that will
be paid to the Participant.

     9.4. OTHER TERMS. Performance Awards may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Certificate. For purposes of determining
the number of Shares to be used in payment of a Performance Award denominated in
cash but payable in whole or in part in Shares or Restricted Stock, the number
of Shares to be so paid will be determined by dividing the cash value of the
Award to be so paid by the Fair Market Value of a Share on the date of
determination by the Committee of the amount of the payment under the Award, or,
if the Committee so directs, the date immediately preceding the date the Award
is paid.

                                   ARTICLE 10
                RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS

     10.1. GRANT OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee
is authorized to make Awards of Restricted Stock or Restricted Stock Units to
Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. An Award of Restricted Stock or Restricted Stock
Units shall be evidenced by an Award Certificate setting forth the terms,
conditions, and restrictions applicable to the Award.


     10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock or Restricted Stock Units
shall be subject to such restrictions on transferability and other restrictions
as the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive dividends on the
Restricted Stock). These restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, upon the
satisfaction of performance goals or otherwise, as the Committee determines at
the time of the grant of the Award or thereafter. Except as otherwise provided
in an Award Certificate or any special Plan document governing an Award, the
Participant shall have all of the rights of a shareholder with respect to the
Restricted Stock, and the Participant shall have none of the rights of a
stockholder with respect to Restricted Stock Units until such time as Shares of
Stock are paid in settlement of the Restricted Stock Units.

     10.3. FORFEITURE. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of Continuous
Status as a Participant during the applicable restriction period or upon failure
to satisfy a performance goal during the applicable restriction period,
Restricted Stock or Restricted Stock Units that are at that time subject to
restrictions shall be forfeited; provided, however, that the Committee may
provide in any Award Certificate that restrictions or forfeiture conditions
relating to Restricted Stock or Restricted Stock Units will be waived in whole
or in part in the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock or Restricted Stock Units.

     10.4. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be
delivered to the Participant at the time of grant either by book-entry
registration or by delivering to the Participant, or a custodian or escrow agent
(including, without limitation, the Company or one or more of its employees)
designated by the Committee, a stock certificate or certificates registered in
the name of the Participant. If physical certificates representing shares of
Restricted Stock are registered in the name of the Participant, such
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock.

                                   ARTICLE 11
                              DEFERRED STOCK UNITS

     11.1. GRANT OF DEFERRED STOCK UNITS. The Committee is authorized to grant
Deferred Stock Units to Participants subject to such terms and conditions as may
be selected by the Committee. Deferred Stock Units shall entitle the Participant
to receive Shares of Stock (or the equivalent value in cash or other property if
so determined by the Committee) at a future time as determined by the Committee,
or as determined by the Participant within guidelines established by the
Committee in the case of voluntary deferral elections. An Award of Deferred
Stock Units shall be evidenced by an Award Certificate setting forth the terms
and conditions applicable to the Award.

                                   ARTICLE 12
                              DIVIDEND EQUIVALENTS

     12.1. GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive payments equal to dividends with respect to all or a portion of the
number of Shares subject to an Award, as determined by the Committee. The
Committee may provide that Dividend Equivalents be paid or distributed when
accrued or be deemed to have been reinvested in additional Shares, or otherwise
reinvested.

                                   ARTICLE 13
                        STOCK OR OTHER STOCK-BASED AWARDS

     13.1. GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to Shares, as deemed by the
Committee to be consistent with the purposes of the Plan, including without
limitation Shares awarded purely as a "bonus" and not subject to



any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Shares, and Awards valued by
reference to book value of Shares or the value of securities of or the
performance of specified Parents or Subsidiaries. The Committee shall determine
the terms and conditions of such Awards.

                                   ARTICLE 14
                         PROVISIONS APPLICABLE TO AWARDS

     14.1. STAND-ALONE AND TANDEM AWARDS. Awards granted under the Plan may, in
the discretion of the Committee, be granted either alone or in addition to, in
tandem with, any other Award granted under the Plan. Subject to Section 16.2,
awards granted in addition to or in tandem with other Awards may be granted
either at the same time as or at a different time from the grant of such other
Awards.

     14.2. TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Option or a Stock Appreciation Right exceed a period of ten years from its Grant
Date (or, if Section 7.2(d) applies, five years from its Grant Date).

     14.3. FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any
applicable law or Award Certificate, payments or transfers to be made by the
Company or an Affiliate on the grant or exercise of an Award may be made in such
form as the Committee determines at or after the Grant Date, including without
limitation, cash, Stock, other Awards, or other property, or any combination,
and may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case determined in accordance with rules adopted by, and
at the discretion of, the Committee.

     14.4. LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or an Affiliate. No unexercised or restricted Award
shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution; provided, however, that the Committee may (but
need not) permit other transfers where the Committee concludes that such
transferability (i) does not result in accelerated taxation, (ii) does not cause
any Option intended to be an Incentive Stock Option to fail to be described in
Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking
into account any factors deemed relevant, including without limitation, state or
federal tax or securities laws applicable to transferable Awards.

     14.5. BENEFICIARIES. Notwithstanding Section 14.4, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Certificate applicable to the
Participant, except to the extent the Plan and Award Certificate otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

     14.6. STOCK CERTIFICATES. All Stock issuable under the Plan is subject to
any stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.

     14.7. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided
in the Award Certificate or any special Plan document governing an Award, upon
the Participant's death or Disability during his or her Continuous Status as a
Participant, (i) all of such Participant's outstanding Options, SARs, and other
Awards in the nature of rights that may be exercised shall become fully
exercisable, (ii) all time-based vesting restrictions



on the Participant's outstanding Awards shall lapse, and (iii) the target payout
opportunities attainable under all of such Participant's outstanding
performance-based Awards shall be deemed to have been fully earned as of the
date of termination based upon (A) an assumed achievement of all relevant
performance goals at the "target" level if the date of termination occurs during
the first half of the applicable performance period, or (B) the actual level of
achievement of all relevant performance goals against target, if the date of
termination occurs during the second half of the applicable performance period,
and, in either such case, there shall be a prorata payout to the Participant or
his or her estate within thirty (30) days following the date of termination
based upon the length of time within the performance period that has elapsed
prior to the date of termination. Any Awards shall thereafter continue or lapse
in accordance with the other provisions of the Plan and the Award Certificate.
To the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Section 7.2(c), the excess Options shall be
deemed to be Non-Qualified Stock Options.

     14.8. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided
in the Award Certificate or in an employment agreement, consulting agreement,
change in control agreement or similar agreement in effect between the Company
or an Affiliate and the Participant, if a Participant's employment is terminated
without Cause within two years after the effective date of a Change in Control,
then (i) all of that Participant's outstanding Options, SARs and other Awards in
the nature of rights that may be exercised shall become fully exercisable, (ii)
all time-based vesting restrictions on the Participant's outstanding Awards
shall lapse, and (iii) the target payout opportunities attainable under all
outstanding of that Participant's performance-based Awards shall be deemed to
have been fully earned based upon an assumed achievement of all relevant
performance goals at the "target" level and there shall be prorata payout to
such Participant within thirty (30) days following the date of termination of
employment based upon the length of time within the performance period that has
elapsed prior to the date of termination of employment.

     14.9. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has
occurred as described in Section 14.7 or 14.8 above, and subject to Section
14.11 as to Qualified Performance-Based Awards, the Committee may in its sole
discretion at any time determine that all or a portion of a Participant's
Options, SARs, and other Awards in the nature of rights that may be exercised
shall become fully or partially exercisable, that all or a part of the
time-based vesting restrictions on all or a portion of the outstanding Awards
shall lapse, and/or that any performance-based criteria with respect to any
Awards shall be deemed to be wholly or partially satisfied, in each case, as of
such date as the Committee may, in its sole discretion, declare. The Committee
may discriminate among Participants and among Awards granted to a Participant in
exercising its discretion pursuant to this Section 14.9.

     14.10. EFFECT OF ACCELERATION. If an Award is accelerated under Section
14.7, 14.8, or 14.9, the Committee may, in its sole discretion, provide (i) that
the Award will expire after a designated period of time after such acceleration
to the extent not then exercised, (ii) that the Award will be settled in cash
rather than Stock, (iii) that the Award will be assumed by another party to a
transaction giving rise to the acceleration or otherwise be equitably converted
or substituted in connection with such transaction, (iv) that the Award may be
settled by payment in cash or cash equivalents equal to the excess of the Fair
Market Value of the underlying Stock, as of a specified date associated with the
transaction, over the exercise price of the Award, or (v) any combination of the
foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated. To the extent that such acceleration causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(c), the excess
Options shall be deemed to be Non-Qualified Stock Options.

     14.11. QUALIFIED PERFORMANCE-BASED AWARDS.

          (a) The provisions of the Plan are intended to ensure that all Options
     and Stock Appreciation Rights granted hereunder to any Covered Employee
     shall qualify for the Section 162(m) Exemption; provided that the exercise
     or base price of such Award is not less than the Fair Market Value of the
     Shares on the Grant Date.

          (b) When granting any other Award, the Committee may designate such
     Award as a Qualified Performance-Based Award, based upon a determination
     that the recipient is or may be a Covered Employee with respect to such
     Award, and the Committee wishes such Award to qualify for the Section
     162(m)



     Exemption. If an Award is so designated, the Committee shall establish
     performance goals for such Award within the time period prescribed by
     Section 162(m) of the Code based on one or more of the following Qualified
     Business Criteria, which may be expressed in terms of Company-wide
     objectives or in terms of objectives that relate to the performance of an
     Affiliate or a division, region, department or function within the Company
     or an Affiliate:

          Revenue

          Sales

          Profit (net profit, gross profit, operating profit, economic profit,
          profit margins or other corporate profit measures)

          Earnings (EBIT, EBITDA, earnings per share, or other corporate
          earnings measures)

          Net income (before or after taxes, operating income or other income
          measures)

          Cash (cash flow, cash generation or other cash measures)

          Stock price or performance

          Total stockholder return (stock price appreciation plus reinvested
          dividends divided by beginning share price)

          Return measures (including, but not limited to, return on assets,
          capital, equity, or sales, and cash flow return on assets, capital,
          equity, or sales);

          Market share

          Improvements in capital structure

          Expenses (expense management, expense ratio, expense efficiency ratios
          or other expense measures)

          Business expansion or consolidation (acquisitions and divestitures)

          Internal rate of return or increase in net present value

          Working capital targets relating to inventory and/or accounts
          receivable

          Service or product delivery

          Service or product quality

          Inventory management

          Customer satisfaction

          Meeting budgets

          Employee retention

          Performance goals with respect to the foregoing Qualified Business
     Criteria may be specified in absolute terms, in percentages, or in terms of
     growth from period to period or growth rates over time, as well as



     measured relative to an established or specially-created performance index
     of Company competitors or peers. Any member of an index that disappears
     during a measurement period shall be disregarded for the entire measurement
     period. Performance Goals need not be based upon an increase or positive
     result under a business criterion and could include, for example, the
     maintenance of the status quo or the limitation of economic losses
     (measured, in each case, by reference to a specific business criterion).

          (c) Each Qualified Performance-Based Award (other than a market-priced
     Option or SAR) shall be earned, vested and payable (as applicable) only
     upon the achievement of performance goals established by the Committee
     based upon one or more of the Qualified Business Criteria, together with
     the satisfaction of any other conditions, such as continued employment, as
     the Committee may determine to be appropriate; provided, however, that the
     Committee may provide, either in connection with the grant thereof or by
     amendment thereafter, that achievement of such performance goals will be
     waived upon the death or Disability of the Participant, or on the effective
     date of a Change in Control. Performance periods established by the
     Committee for any such Qualified Performance-Based Award may be as short as
     three months and may be any longer period.

          (d) The Committee may provide in any Qualified Performance-Based Award
     that any evaluation of performance may include or exclude any of the
     following events that occurs during a performance period: (a) asset
     write-downs or impairment charges; (b) litigation or claim judgments or
     settlements; (c) the effect of changes in tax laws, accounting principles
     or other laws or provisions affecting reported results; (d) accruals for
     reorganization and restructuring programs; (e) extraordinary nonrecurring
     items as described in Accounting Principles Board Opinion No. 30 and/or in
     management's discussion and analysis of financial condition and results of
     operations appearing in the Company's annual report to stockholders for the
     applicable year; (f) acquisitions or divestitures; and (g) foreign exchange
     gains and losses. To the extent such inclusions or exclusions affect Awards
     to Covered Employees, they shall be prescribed in a form that meets the
     requirements of Code Section 162(m) for deductibility.

          (e) Any payment of a Qualified Performance-Based Award granted with
     performance goals pursuant to subsection (c) above shall be conditioned on
     the written certification of the Committee in each case that the
     performance goals and any other material conditions were satisfied. Except
     as specifically provided in subsection (c), no Qualified Performance-Based
     Award held by a Covered Employee or by an employee who in the reasonable
     judgment of the Committee may be a Covered Employee on the date of payment,
     may be amended, nor may the Committee exercise any discretionary authority
     it may otherwise have under the Plan with respect to a Qualified
     Performance-Based Award under the Plan, in any manner to waive the
     achievement of the applicable performance goal based on Qualified Business
     Criteria or to increase the amount payable pursuant thereto or the value
     thereof, or otherwise in a manner that would cause the Qualified
     Performance-Based Award to cease to qualify for the Section 162(m)
     Exemption.

          (f) Section 5.4 sets forth the maximum number of Shares or dollar
     value that may be granted in any one-year period to a Participant in
     designated forms of Qualified Performance-Based Awards.

     14.12. TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A Participant's
Continuous Status as a Participant shall not be deemed to terminate (i) in a
circumstance in which a Participant transfers from the Company to an Affiliate,
transfers from an Affiliate to the Company, or transfers from one Affiliate to
another Affiliate, or (ii) in the discretion of the Committee as specified at or
prior to such occurrence, in the case of a spin-off, sale or disposition of the
Participant's employer from the Company or any Affiliate. To the extent that
this provision causes Incentive Stock Options to extend beyond three months from
the date a Participant is deemed to be an employee of the Company, a Parent or
Subsidiary for purposes of Sections 424(e) and 424(f) of the Code, the Options
held by such Participant shall be deemed to be Non-Qualified Stock Options.

     14.13. FORFEITURE EVENTS. The Committee may specify in an Award Certificate
that the Participant's rights, payments and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting or



performance conditions of an Award. Such events shall include, but shall not be
limited to, termination of employment for cause, violation of material Company
or Affiliate policies, breach of noncompetition, confidentiality or other
restrictive covenants that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the Company or
any Affiliate.

     14.14. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another
entity who become employees of the Company or an Affiliate as a result of a
merger or consolidation of the former employing entity with the Company or an
Affiliate or the acquisition by the Company or an Affiliate of property or stock
of the former employing corporation. The Committee may direct that the
substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

                                   ARTICLE 15
                          CHANGES IN CAPITAL STRUCTURE

     15.1. GENERAL. In the event of a corporate event or transaction involving
the Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee may adjust the Plan and Awards to preserve
the benefits or potential benefits of the Awards. Action by the Committee may
include: (i) adjustment of the number and kind of shares which may be delivered
under the Plan; (ii) adjustment of the number and kind of shares subject to
outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards
or the measure to be used to determine the amount of the benefit payable on an
Award; and (iv) any other adjustments that the Committee determines to be
equitable. In addition, upon the occurrence or in anticipation of such an event,
the Committee may, in its sole discretion, provide (i) that Awards will be
settled in cash rather than Stock, (ii) that Awards will become immediately
vested and exercisable and will expire after a designated period of time to the
extent not then exercised, (iii) that Awards will be assumed by another party to
a transaction or otherwise be equitably converted or substituted in connection
with such transaction, (iv) that outstanding Awards may be settled by payment in
cash or cash equivalents equal to the excess of the Fair Market Value of the
underlying Stock, as of a specified date associated with the transaction, over
the exercise price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, consistent with Code Section
162(m) where applicable, or (vi) any combination of the foregoing. The
Committee's determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated. Without
limiting the foregoing, in the event of a subdivision of the outstanding Stock
(stock-split), a declaration of a dividend payable in Shares, or a combination
or consolidation of the outstanding Stock into a lesser number of Shares, the
authorization limits under Section 5.1 and 5.4 shall automatically be adjusted
proportionately, and the Shares then subject to each Award shall automatically
be adjusted proportionately without any change in the aggregate purchase price
therefor. To the extent that any adjustments made pursuant to this Article 15
cause Incentive Stock Options to cease to qualify as Incentive Stock Options,
such Options shall be deemed to be Non-Qualified Stock Options.

                                   ARTICLE 16
                     AMENDMENT, MODIFICATION AND TERMINATION

     16.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee
may, at any time and from time to time, amend, modify or terminate the Plan
without shareholder approval; provided, however, that if an amendment to the
Plan would, in the reasonable opinion of the Board or the Committee, (i)
materially increase the number of Shares available under the Plan, (ii) expand
the types of awards under the Plan, (iii) materially expand the class of
participants eligible to participate in the Plan, (iv) materially extend the
term of the Plan, or (v) otherwise constitute a material change requiring
shareholder approval under applicable laws, policies or regulations or the
applicable listing or other requirements of an Exchange, then such amendment
shall be subject to shareholder approval; and provided, further, that the Board
or Committee may condition any other amendment or modification on the approval
of shareholders of the Company for any reason, including by reason of such
approval being necessary or deemed advisable (i) to comply with the listing or
other requirements of an Exchange, or (ii) to satisfy any other tax, securities
or other applicable laws, policies or regulations.



     16.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however:

          (a) Subject to the terms of the applicable Award Certificate, such
     amendment, modification or termination shall not, without the Participant's
     consent, reduce or diminish the value of such Award determined as if the
     Award had been exercised, vested, cashed in or otherwise settled on the
     date of such amendment or termination (with the per-share value of an
     Option or Stock Appreciation Right for this purpose being calculated as the
     excess, if any, of the Fair Market Value as of the date of such amendment
     or termination over the exercise or base price of such Award);

          (b) The original term of an Option may not be extended without the
     prior approval of the shareholders of the Company;

          (c) Except as otherwise provided in Article 15, the exercise price of
     an Option may not be reduced, directly or indirectly, without the prior
     approval of the shareholders of the Company; and

          (d) No termination, amendment, or modification of the Plan shall
     adversely affect any Award previously granted under the Plan, without the
     written consent of the Participant affected thereby. An outstanding Award
     shall not be deemed to be "adversely affected" by a Plan amendment if such
     amendment would not reduce or diminish the value of such Award determined
     as if the Award had been exercised, vested, cashed in or otherwise settled
     on the date of such amendment (with the per-share value of an Option or
     Stock Appreciation Right for this purpose being calculated as the excess,
     if any, of the Fair Market Value as of the date of such amendment over the
     exercise or base price of such Award).

                                   ARTICLE 17
                               GENERAL PROVISIONS

     17.1. NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or
any Eligible Participant shall have any claim to be granted any Award under the
Plan. Neither the Company, its Affiliates nor the Committee is obligated to
treat Participants or Eligible Participants uniformly, and determinations made
under the Plan may be made by the Committee selectively among Eligible
Participants who receive, or are eligible to receive, Awards (whether or not
such Eligible Participants are similarly situated).

     17.2. NO SHAREHOLDER RIGHTS. No Award gives a Participant any of the rights
of a shareholder of the Company unless and until Shares are in fact issued to
such person in connection with such Award.

     17.3. WITHHOLDING. The Company or any Affiliate shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any exercise, lapse of restriction or other taxable event
arising as a result of the Plan. If Shares are surrendered to the Company to
satisfy tax obligations in excess of the minimum tax withholding obligation,
such Shares must have been held by the Participant as fully vested shares for
such period of time, if any, as necessary to avoid the recognition of an expense
under generally accepted accounting principles. The Company shall have the
authority to require a Participant to remit cash to the Company in lieu of the
surrender of Shares for taxes if the surrender of Shares for such purpose would
result in the Company's recognition of expense under generally accepted
accounting principles. With respect to withholding required upon any taxable
event under the Plan, the Committee may, at the time the Award is granted or
thereafter, require or permit that any such withholding requirement be
satisfied, in whole or in part, by withholding from the Award Shares having a
Fair Market Value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Committee establishes.

     17.4. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.

          (a) Notwithstanding anything in the Plan or in any Award Certificate
     to the contrary, to the extent that any



     amount or benefit that would constitute "deferred compensation" for
     purposes of Section 409A of the Code would otherwise be payable or
     distributable under the Plan or any Award Certificate by reason the
     occurrence of a Change in Control or the Participant's Disability or
     separation from service, such amount or benefit will not be payable or
     distributable to the Participant by reason of such circumstance unless (i)
     the circumstances giving rise to such Change in Control, Disability or
     separation from service meet the description or definition of "change in
     control event", "disability" or "separation from service", as the case may
     be, in Section 409A of the Code and applicable proposed or final
     regulations, or (ii) the payment or distribution of such amount or benefit
     would be exempt from the application of Section 409A of the Code by reason
     of the short-term deferral exemption or otherwise. This provision does not
     prohibit the vesting of any Award or the vesting of any right to eventual
     payment or distribution of any amount or benefit under the Plan or any
     Award Certificate.

          (b) Notwithstanding anything in the Plan or in any Award Certificate
     to the contrary, to the extent necessary to avoid the application of
     Section 409A of the Code, (i) the Committee may not amend an outstanding
     Option, SAR or similar Award to extend the time to exercise such Award
     beyond the later of the 15th day of the third month following the date at
     which, or December 31 of the calendar year in which, the Award would
     otherwise have expired if the Award had not been extended, based on the
     terms of the Award at the original Grant Date (the "Safe Harbor Extension
     Period"), and (ii) any purported extension of the exercise period of an
     outstanding Award beyond the Safe Harbor Extension Period shall be deemed
     to be an amendment to the last day of the Safe Harbor Extension Period and
     no later.

     17.5 NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award
Certificate or any other document or statement made with respect to the Plan,
shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant's employment or status as an officer,
director or consultant at any time, nor confer upon any Participant any right to
continue as an employee, officer, director or consultant of the Company or any
Affiliate, whether for the duration of a Participant's Award or otherwise.

     17.6. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Certificate shall give the Participant any rights that are greater
than those of a general creditor of the Company or any Affiliate. This Plan is
not intended to be subject to ERISA.

     17.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or any Affiliate unless provided otherwise in such other plan.

     17.8. EXPENSES. The expenses of administering the Plan shall be borne by
the Company and its Affiliates.

     17.9. TITLES AND HEADINGS. The titles and headings of the Sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     17.10. GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     17.11. FRACTIONAL SHARES. No fractional Shares shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional Shares or whether such fractional Shares shall be eliminated
by rounding up or down.

     17.12. GOVERNMENT AND OTHER REGULATIONS.

          (a) Notwithstanding any other provision of the Plan, no Participant
     who acquires Shares pursuant to the Plan may, during any period of time
     that such Participant is an affiliate of the Company (within the meaning of
     the rules and regulations of the Securities and Exchange Commission under
     the 1933 Act), sell such Shares, unless such offer and sale is made (i)
     pursuant to an effective registration statement under the 1933 Act, which



     is current and includes the Shares to be sold, or (ii) pursuant to an
     appropriate exemption from the registration requirement of the 1933 Act,
     such as that set forth in Rule 144 promulgated under the 1933 Act.

          (b) Notwithstanding any other provision of the Plan, if at any time
     the Committee shall determine that the registration, listing or
     qualification of the Shares covered by an Award upon any Exchange or under
     any foreign, federal, state or local law or practice, or the consent or
     approval of any governmental regulatory body, is necessary or desirable as
     a condition of, or in connection with, the granting of such Award or the
     purchase or receipt of Shares thereunder, no Shares may be purchased,
     delivered or received pursuant to such Award unless and until such
     registration, listing, qualification, consent or approval shall have been
     effected or obtained free of any condition not acceptable to the Committee.
     Any Participant receiving or purchasing Shares pursuant to an Award shall
     make such representations and agreements and furnish such information as
     the Committee may request to assure compliance with the foregoing or any
     other applicable legal requirements. The Company shall not be required to
     issue or deliver any certificate or certificates for Shares under the Plan
     prior to the Committee's determination that all related requirements have
     been fulfilled. The Company shall in no event be obligated to register any
     securities pursuant to the 1933 Act or applicable state or foreign law or
     to take any other action in order to cause the issuance and delivery of
     such certificates to comply with any such law, regulation or requirement.

     17.13. GOVERNING LAW. To the extent not governed by federal law, the Plan
and all Award Certificates shall be construed in accordance with and governed by
the laws of the State of Georgia.

     17.14. ADDITIONAL PROVISIONS. Each Award Certificate may contain such other
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of the Plan.

     17.15. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall
not in any way affect the right or power of the Company to make adjustments,
reclassification or changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets. The Plan shall not restrict the authority of the Company,
for proper corporate purposes, to draft or assume awards, other than under the
Plan, to or with respect to any person. If the Committee so directs, the Company
may issue or transfer Shares to an Affiliate, for such lawful consideration as
the Committee may specify, upon the condition or understanding that the
Affiliate will transfer such Shares to a Participant in accordance with the
terms of an Award granted to such Participant and specified by the Committee
pursuant to the provisions of the Plan.

     17.16. INDEMNIFICATION. Each person who is or shall have been a member of
the Committee, or of the Board, or an officer of the Company to whom authority
was delegated in accordance with Article 4 shall be indemnified and held
harmless by the Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in connection with
or resulting from any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all amounts paid
by him or her in settlement thereof, with the Company's approval, or paid by him
or her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf, unless such loss, cost,
liability, or expense is a result of his or her own willful misconduct or except
as expressly provided by statute. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's charter or bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

     The foregoing is hereby acknowledged as being the Genuine Parts Company
2006 Long-Term Incentive Plan as adopted by the Board on November 21, 2005 and
by the shareholders on April 17, 2006.

GENUINE PARTS COMPANY


By: /s/ Carol B. Yancey
    ---------------------------------
Its: Senior Vice President and
     Corporate Secretary

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Jerry W. Nix, Vice Chairman and CFO
         (770) 612-2048

                              GENUINE PARTS COMPANY
                       DECLARES REGULAR QUARTERLY DIVIDEND

Atlanta, Georgia, April 18, 2006 -- The Board of Directors of Genuine Parts
Company (NYSE: GPC) declared a regular quarterly cash dividend of thirty-three
and three quarter cents ($.3375) per share on the Company's common stock.

The dividend is payable July 3, 2006 to shareholders of record June 9, 2006.

ABOUT GENUINE PARTS COMPANY

Genuine Parts Company is a distributor of automotive replacement parts in the
U.S., Canada and Mexico. The Company also distributes industrial replacement
parts in the U.S. and Canada through its Motion Industries subsidiary. S. P.
Richards Company, the Office Products Group, distributes product nationwide in
the U.S. and in Canada. The Electrical/Electronic Group, EIS, Inc., distributes
electrical and electronic components throughout the U.S. and in Canada and
Mexico. Genuine Parts Company had 2005 revenues of $9.8 billion.