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                                                                   EXHIBIT 10.20

                            THE GENUINE PARTS COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003)

                           ARTICLE ONE - INTRODUCTION

1.01     Establishment of Plan.

         The Board of Directors of Genuine Parts Company ("Genuine Parts") has
         determined that it is in the best interest of Genuine Parts and its
         subsidiaries (collectively the "Employer") to establish a nonqualified
         supplemental retirement plan for certain executives of the Employer.
         Accordingly, the Board established The Genuine Parts Company
         Supplemental Retirement Plan effective as of January 1, 1991 (the
         "Plan"). Effective as of January 1, 2003, the Plan is continued in an
         amended and restated form as set forth in this document.

         This Plan is intended to be a plan maintained by the Employer solely
         for the purpose of providing benefits for certain employees in excess
         of the limitations on benefits imposed by Sections 401(a)(17) and 415
         of the Internal Revenue Code of 1986 (the "Code") and is also intended
         to be a plan that is unfunded and is maintained by Genuine Parts for
         the purpose of providing deferred compensation for a select group of
         management or highly compensated employees (hereinafter "Key
         Employees").

1.02     Incorporation of Pension Plan.

         The terms of the Genuine Parts Company Pension Plan, as amended and
         restated effective January 1, 2001 (the "Pension Plan") are hereby
         incorporated in this Plan by reference. Unless otherwise indicated
         herein, the provisions of any future amendments to the Pension Plan
         shall also be incorporated in this Plan by reference. Unless indicated
         otherwise, capitalized terms used in this Plan shall have the meaning
         given those terms in the Pension Plan.

                           ARTICLE TWO - PARTICIPATION

2.01     Eligibility.

         Except as provided in Section 2.02, any employee of the Employer ("Key
         Employee") whose annual, regular Earnings are expected to be equal to
         or greater than the compensation limits of Code Section 401(a)(17)
         ($200,000 in 2003) shall participate in this Plan. Upon becoming
         eligible to participate, a Key Employee must complete and execute a
         Joinder Agreement in a form satisfactory to the Pension and Benefits
         Committee of Genuine Parts Company (the "Committee"). Even though a Key
         Employee may be a Participant in this Plan, he shall not be entitled to
         any benefit hereunder unless

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         and until his benefits under the Pension Plan are reduced due to the
         application of either Section 401(a)(17) or Section 415 of the Code.

2.02     Additional Rules on Eligibility.

         (a)      The Committee may increase the Earnings limitation (see
                  Section 2.01) that a Key Employee must receive to become
                  eligible to continue or commence his or her participation in
                  the Plan.

         (b)      A Key Employee shall not accrue a benefit for any year in
                  which the Key Employee's annual, regular Earnings is expected
                  to be less than the compensation limits of Code Section
                  401(a)(17) or, if greater, the Earnings limit established by
                  the Committee pursuant to paragraph (a) above. Nevertheless,
                  the Key Employee shall continue to participate in the Plan and
                  shall again accrue a benefit under this Plan during the
                  calendar year in which the Key Employee's Earnings exceed the
                  Earnings limit established in Section 2.01 or 2.02(a),
                  whichever is greater.

         (c)      The Committee may prohibit any Key Employee from participating
                  in the Plan during a calendar year and subsequent calendar
                  years by notifying such Key Employee during the first calendar
                  year that his or her participation shall cease under the Plan.

2.03     Definition of Earnings.

         For purposes of this Plan, the term "Earnings" shall (except as
         modified below) have the same meaning given such term in the Pension
         Plan. Unlike the Pension Plan, however, Earnings shall include salary,
         bonus or other compensation that the Company would otherwise have been
         paid to a Key Employee but for the Key Employee's election to defer the
         receipt of such salary, bonus or other compensation pursuant to a
         Company sponsored deferred compensation program ("Deferred
         Compensation"). A Key Employee's Deferred Compensation shall not be
         included in Earnings in the year such Deferred Compensation is paid to
         the Key Employee.

                 ARTICLE THREE - SUPPLEMENTAL RETIREMENT INCOME

3.01     Calculation of Supplement.

         (a)      Each Participant who terminates active employment with the
                  Employer on or after his Normal or Delayed Retirement Date by
                  reason of retirement or voluntary or involuntary termination
                  shall, except as provided in Section 6.05, be entitled to a
                  monthly supplemental retirement income ("Supplemental
                  Retirement Income") equal to (1) minus (2), where

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                  (1)      equals the monthly Normal or Delayed Retirement
                           Income which Participant would be entitled to receive
                           under the Pension Plan beginning on the Benefit
                           Commencement Date (as defined in Section 3.02) if the
                           benefit limitations of Code Sections 401(a)(17) and
                           415 as reflected in the Pension Plan were not in
                           effect (measured in the form of a single life annuity
                           payable in monthly installments for the Participant's
                           life) and if the definition of Earnings under this
                           Plan were used to compute the Participant's Normal or
                           Delayed Retirement Income under the Pension Plan;

                  (2)      equals the monthly Normal or Delayed Retirement
                           Income which Participant is actually entitled to
                           receive under the Pension Plan beginning on the
                           Benefit Commencement Date measured in the form of a
                           single life annuity payable in monthly installments
                           for the Participant's life.

         (b)      Each Participant who terminates active employment with the
                  Employer on or after his Early Retirement Date by reason of
                  early retirement or voluntary or involuntary termination
                  shall, except as provided in Section 6.05, be entitled to a
                  monthly Supplemental Retirement Income equal to (1) minus (2),
                  where

                  (1)      equals the monthly Early Retirement Income which
                           Participant would be entitled to receive under the
                           Pension Plan beginning on the Benefit Commencement
                           Date (as defined in Section 3.02) if the benefit
                           limitations of Code Sections 401(a)(17) and 415 as
                           reflected in the Pension Plan were not in effect
                           (measured in the form of a single life annuity
                           payable in monthly installments for the Participant's
                           life) and if the definition of Earnings under this
                           Plan were used to compute the Participant's Early
                           Retirement Income under the Pension Plan;

                  (2)      equals the monthly Early Retirement Income which
                           Participant is actually entitled to receive under the
                           Pension Plan beginning on the Benefit Commencement
                           Date measured in the form of a single life annuity
                           payable in monthly installments for the Participant's
                           life.

                  (3)      The Participant's benefit in (1) and (2) above shall
                           be reduced by the early retirement reduction factors
                           set forth in the Pension Plan (e.g., see Section
                           4.02) regardless of whether the Participant is
                           entitled to an increased benefit under the Pension
                           Plan by reason of terminating employment pursuant to
                           an early retirement window.

         (c)      Except as provided in Section 5.01, no payment of any kind
                  shall be made under this Plan to any Participant who
                  terminates active employment with the Employer prior to his
                  Early Retirement Date.

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         (d)      In computing a Key Employee's benefit under this Plan, the
                  Committee shall assume the Participant did not accrue a
                  benefit under the Pension Plan (and did not receive any
                  Earnings) during any calendar year in which the Key Employee
                  did not accrue a benefit under this Plan (see Section 2.02).

3.02     Benefit Commencement Date; Manner of Payment.

         The Employer shall commence payment of the Supplemental Retirement
         Income as of the Benefit Commencement Date and such benefit shall
         continue on a monthly basis for the Participant's lifetime and for any
         period thereafter provided for under the form of benefit elected by the
         Participant. The Benefit Commencement Date shall mean the day that
         Retirement Income is deemed to commence under the Pension Plan with
         respect to the Participant. The Supplemental Retirement Income shall be
         paid in the form elected by the Participant in his Joinder Agreement.
         In the event that the Participant fails to elect a form of payment,
         then the Supplemental Retirement Income shall be paid in the form of a
         50% joint and survivor annuity if the Participant has a Spouse on the
         Benefit Commencement Date and in the form of a Life Annuity if the
         Participant does not have a Spouse on the Benefit Commencement Date. If
         the Supplemental Retirement Income is paid in a form other than a Life
         Annuity, then the amount of such benefit shall be adjusted so that it
         is the Actuarial Equivalent of the Life Annuity described in Section
         3.01.

                   ARTICLE FOUR - PRE-RETIREMENT DEATH BENEFIT

4.01     Death of Participant Before Supplemental Income Payments Commence.

         (a)      Participants Prior to January 1, 1995.

                  (1)      This Section 4.01(a) shall apply only to Key
                           Employees who became Participants in this Plan prior
                           to January 1, 1995.

                  (2)      If a Participant (married or unmarried at the time of
                           his death) dies before Supplemental Retirement Income
                           commences hereunder and while he remains employed by
                           the Employer, then the Participant's Beneficiary
                           shall be entitled to receive a survivor benefit which
                           is the Actuarial Equivalent of the Participant's
                           Supplemental Retirement Income accrued to the date of
                           his death under Section 3.01. For such purpose, the
                           Participant's Beneficiary shall be the same as his or
                           her Beneficiary designated under the Pension Plan.

         (b)      Participants On or After January 1, 1995.

                  (1)      This Section 4.01(b) shall apply only to Key
                           Employees who became Participants in this Plan on or
                           after January 1, 1995.

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                  (2)      If a Participant (married or unmarried at the time of
                           his death) dies before Supplemental Retirement Income
                           commences hereunder and while he remains employed by
                           the Employer, then the Committee may, in its sole
                           discretion, determine that a Participant's
                           Beneficiary shall be entitled to receive a survivor
                           benefit which is the Actuarial Equivalent of the
                           Participant's Supplemental Retirement Income accrued
                           to the date of his death under Section 3.01. For such
                           purpose, the Participant's Beneficiary shall be the
                           same as his or her Beneficiary designated under the
                           Pension Plan.

         (c)      Form of Survivor Benefit. For purposes of paragraphs (a) and
                  (b) above, the survivor benefit shall be a benefit payable for
                  the life of the Beneficiary which commences on the first day
                  of the month following the Participant's death, and ending on
                  the first day of the month coinciding with or immediately
                  following the Beneficiary's death.

4.02     Death of Participant After Supplemental Retirement Income Payments Have
         Commenced.

         If a Participant dies after Supplemental Retirement Income Payments
         have begun hereunder, then the Participant's Contingent Annuitant (as
         defined in the Joinder Agreement) shall be entitled to only that death
         benefit, if any, which is in effect at the time of the Participants'
         death in accordance with the benefit option elected by the Participant.
         No death benefits shall be paid to the Participant's Beneficiary.

                        ARTICLE FIVE - CHANGE OF CONTROL

5.01     Change of Control.

         (a)      In the event there is a Change of Control of Genuine Parts (as
                  defined in Section 5.01(d)), a Participant described below
                  shall receive an immediate lump sum payment of the
                  Participant's Supplemental Retirement Income in lieu of the
                  Supplemental Retirement Income otherwise provided under this
                  Plan.

                  (i)      A Participant who terminates employment on account of
                           the Change of Control (as defined below) must have
                           attained age 55 with at least fifteen (15) years of
                           Credited Service for vesting purposes under the
                           Pension Plan on or prior to the Participant's
                           termination of employment of account of the Change of
                           Control. Such Participant's lump sum benefit shall be
                           computed as described in Section 5.01(b) below.

                  (ii)     A Participant (or his or her Beneficiary or
                           Contingent Annuitant if the Participant is not
                           living) who does not satisfy the conditions of

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                           subparagraph (i) above but who terminated employment
                           prior to the Change of Control and who is receiving
                           or entitled to receive benefits under the Plan
                           following the Change in Control shall receive a lump
                           sum benefit computed as described in Section 5.01(c).

                  (iii)    For purposes of this Section 5.01(a), a Participant's
                           employment shall be considered to have "terminated on
                           account of such Change of Control" if the
                           Participant's employment with the Employer is
                           terminated for any reason (e.g., resignation,
                           involuntary termination, disability, death, etc.)
                           during the five-year period beginning on the date on
                           which the Change in Control occurred.

         (b)      The lump sum payment for a Participant described in Section
                  5.01(a)(i) shall be determined by computing the present value
                  of the Participant's monthly Supplemental Retirement Income as
                  of the date of the Participant's termination of employment
                  (calculated pursuant to the formula set forth in Section
                  3.01(a)). The present value amount shall be determined using
                  the Applicable Interest Rate and Applicable Mortality Table as
                  defined in Section 4.11 of the Pension Plan (i.e., the
                  interest rate used to compute a lump sum payout from the
                  Pension Plan following a change in control).

         (c)      The lump sum payment for a Participant described in Section
                  5.01(a)(ii) shall be determined by computing the present value
                  of the remaining unpaid monthly Supplemental Retirement Income
                  payments under this Plan using the Applicable Interest Rate
                  and Applicable Mortality Table as defined in Section 4.11 of
                  the Pension Plan (i.e., the interest rate used to compute a
                  lump sum payout from the Pension Plan following a Change of
                  Control) and by assuming such payments begin or continue (as
                  the case may be) immediately following the Change of Control.

         (d)      A Change of Control of Genuine Parts means and includes each
                  of the following:

                  (1)      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
                           Genuine Parts 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
                           May 1, 1999 the beneficial owner of 20% or more of
                           the Outstanding Company Voting Securities, (ii) any
                           acquisition directly from Genuine Parts, (iii) any
                           acquisition by Genuine Parts, (iv) any acquisition by
                           any employee benefit plan (or related trust)
                           sponsored or maintained by Genuine Parts or any
                           corporation controlled by Genuine

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                           Parts, 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

                  (2)      Individuals who, as of May 1, 1999, 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 May 1, 1999 whose election, or
                           nomination for election by Genuine Parts'
                           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

                  (3)      Consummation of a reorganization, merger,
                           consolidation or share exchange or sale or other
                           disposition of all or substantially all of the assets
                           of Genuine Parts (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 Genuine Parts or all or substantially all of
                           Genuine Parts' 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
                           Genuine Parts 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

                  (4)      Approval by the shareholders of Genuine Parts of a
                           complete liquidation or dissolution of Genuine Parts.

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                           ARTICLE SIX - MISCELLANEOUS

6.01     Funding.

         Nothing contained in this Plan and no action taken pursuant to the
         provisions of this Plan shall create or be construed to create a trust
         for the purpose of assuring funds for the payment of any amounts
         provided herein. The amounts provided by this Plan shall be paid from
         each Employer's general assets or by such other means as the Employer
         deems advisable. A Participant shall have no title to or beneficial
         interest in any assets set aside or acquired by an Employer to fund its
         obligations hereunder prior to its due date and to the extent a
         Participant acquires the right to receive a payment from the Employer
         under this Plan, such right shall be no greater than that of an
         unsecured general creditor of such Employer.

6.02     Nonassignability.

         No amount payable under this Plan may be assigned, transferred,
         encumbered or subject to any legal process for the payment of any claim
         against a Participant.

6.03     Costs of Collection; Interest.

         In any action taken in good faith relating to the enforcement of
         benefits under this Plan or any provision herein, the Participant (or
         the Beneficiary or Contingent Annuitant, as the case may be) shall be
         entitled to be paid any and all costs and expenses incurred by him or
         her in enforcing or establishing his or her rights under this Plan,
         including, without limitation, reasonable attorneys' fees, whether suit
         be brought or not, and whether or not incurred in trial, bankruptcy or
         appellate proceedings, but only if Participant (or Beneficiary or
         Contingent Annuitant) is successful on at least one material issue
         raised in the enforcement proceeding. In addition, the Employer shall
         pay to the Participant (or Beneficiary or Contingent Annuitant)
         interest on all or any part of the payments that are not paid when due
         at a rate equal to the Prime Rate as announced by Trust Company Bank or
         its successors from time to time.

6.04     No Right to Continued Employment.

         Nothing in this Plan shall be deemed to give any Participant the right
         to be retained in the service of the Employer or to deny the Employer
         any right it may have to discharge a Participant at any time.

6.05     Noncompetition, Embezzlement, Etc.

         (a)      Notwithstanding other provisions herein to the contrary, if a
                  Participant receiving or eligible to receive Supplemental
                  Retirement Income under this Plan commits a material breach,
                  as determined by the Committee, of his covenant not to compete

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                  as set forth in the Joinder Agreement, then the Participant
                  shall cease to participate in the Plan as of the date of such
                  breach and the Employer shall have no further obligation to
                  make Supplemental Retirement Income payments to the
                  Participant.

         (b)      If the Committee determines that a Participant has committed
                  embezzlement, defalcation or any other criminal activity which
                  is connected with his employment with the Employer, then no
                  payments of any kind shall be made under this Plan to or for
                  the benefit of the Participant or his Beneficiary or
                  Contingent Annuitant. If such determination is made after the
                  Participant (or his Beneficiary or Contingent Annuitant) has
                  begun receiving payments hereunder, then payments shall cease
                  immediately upon a certification by the Committee that an
                  event has occurred which triggers loss of benefits under this
                  section.

6.06     Governing Law.

         This Plan shall be governed by and construed in accordance with the
         laws of the State of Georgia to the extent such laws are not preempted
         by Federal law.

6.07     Successors and Assigns.

         This Plan shall be binding upon the successors and assigns of the
         parties hereto.

6.08     Right to Amend and Terminate.

         The Committee reserves the right to modify, alter, amend, or terminate
         the Plan, at any time and from time to time, without notice, to any
         extent deemed advisable; provided, however, that no such amendment or
         termination shall (without the written consent of the Participant, if
         living, and if not, the individual to whom survivor benefits are paid
         (i.e., either the Beneficiary or the Contingent Annuitant as the case
         may be)) adversely affect any benefit under the Plan which has accrued
         with respect to the Participant as of the date of such amendment or
         termination regardless of whether such benefit is vested or in pay
         status. Notwithstanding the foregoing, no amendment, modification,
         alteration, or termination of this Plan may be given effect with
         respect to any Participant, Beneficiary or Contingent Annuitant without
         the consent of such Participant (if living, and if not, the individual
         to whom survivor benefits are paid) if such amendment, modification,
         alteration, or termination is adopted during the six-month period prior
         to a Change of Control or during the two-year period following a Change
         of Control.

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         IN WITNESS WHEREOF, Genuine Parts Company has caused this Plan to be
signed by its duly authorized officer on the date shown below, but effective as
of January 1, 2003.

                                        GENUINE PARTS COMPANY

                                        By: /s/ Frank M. Howard
                                            ---------------------------
                                        Title: Vice President
                                        Date: October 22, 2003

Attest:

/s/ Linda Olvey
    ----------------------------
Date: October 22, 2003

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                 JOINDER AGREEMENT TO THE GENUINE PARTS COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN

         THIS AGREEMENT, made and entered into this ____ day of _______________,
20____ by and between Genuine Parts Company ("Genuine Parts"), and
__________________________ (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, effective as of January 1, 1991, Genuine Parts Company adopted
the Genuine Parts Company Supplement Retirement Plan (the "Plan"); and

         WHEREAS, the Pension and Benefits Committee of Genuine Parts Company
(the "Committee") has amended the Plan from time to time, and the Plan was most
recently amended and restated effective as of January 1, 2003; and

         WHEREAS, pursuant to Article Two of the Plan, Executive is eligible to
participate in the Plan; and

         WHEREAS, the Executive wishes to participate in the Plan pursuant to
the terms and conditions of the Plan and this Joinder Agreement;

         NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:

         1.       Incorporation of the Plan. This Agreement shall be construed
in a manner consistent with the terms and conditions set forth in the Plan. Any
and all terms used in this Agreement shall have the same meaning as defined in
the Plan.

         2.       Payments Contingent on Normal Retirement. Executive
acknowledges and agrees that the Supplemental Retirement Income will be paid
only if the Executive terminates employment with Genuine Parts on or after the
Executive's Normal Retirement Date (age 65). For example, the Supplemental
Retirement Income will not be paid if the Executive (absent a change in control)
terminates employment prior to his or her Normal Retirement Date even though the
Executive is eligible for Early Retirement.

         3.       Noncompetition. Executive acknowledges and agrees that the
receipt of Supplemental Retirement Income under the Plan is subject to and
contingent upon his or her refraining from becoming associated with or engaging
in or rendering services with any business that is in competition with Genuine
Parts or any of its subsidiaries. Executive shall not, without Genuine Parts'
prior written consent, directly or indirectly, alone or as a partner, officer,
director, manager or shareholder of any company or business organization, engage
in any business activity which is directly or indirectly in competition with any
of the types of products or services

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provided or sold by Genuine Parts or any of its subsidiaries at the date this
Plan is executed. The ownership by a Participant of not more than 1% of the
shares of stock of any corporation having a class of equity securities actively
traded on a national securities exchange or on NASDAQ shall not be deemed to
violate the prohibitions of this Section. Executive also acknowledges that he or
she shall forfeit all benefits hereunder if he or she commits any act of
embezzlement, defalcation, or any other criminal activity which is connected
with Executive's employment with Genuine Parts.

         4.       Election of Form of Benefit. The Committee may, from time to
time ask an Executive to complete a new Joinder Agreement. Nevertheless, the
Executive must continue to select the same form of payment previously elected on
his or her original Joinder Agreement.

         I hereby elect that the Supplemental Retirement Income payable to me
pursuant to the Plan shall be paid in the form specified below. I understand
that this election is irrevocable except that I may make a new election in the
event that my designated contingent annuitant does not survive to my Benefit
Commencement Date:

         [ ]      (a)      Life Annuity Option is a monthly Retirement
                           Income payable during the Participant's lifetime,
                           with payments ceasing upon the Participant's death.

         [ ]      (b)      Joint and 50% Survivor Annuity is a monthly
                           Retirement Income equal to the reduced Actuarial
                           Equivalent of the Life Annuity Option. The Retirement
                           Income shall be payable to the Participant for the
                           Participant's life, and upon the Participant's death,
                           50% of such Retirement Income shall be payable to the
                           Participant's Spouse for the Spouse's life. Such
                           Retirement Income shall cease on the later of the
                           death of the Participant or the death of the
                           Participant's Spouse.

         [ ]      (c)      Ten Years Certain and Life Option is a monthly
                           Retirement Income equal to the reduced Actuarial
                           Equivalent of the Life Annuity Option. The Retirement
                           Income shall be payable to the Participant during the
                           Participant's lifetime and, in the event of the
                           Participant's death within a period of ten years
                           after the commencement of benefits, the same monthly
                           amount shall be payable to the Participant's
                           Contingent Annuitant for the remainder of such
                           ten-year period. Solely for purposes of this payment
                           option, my contingent Annuitant is
                           _______________________________.

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         [ ]      (d)      Joint and Last Survivor Option is a monthly
                           Retirement Income Equal to the Reduced Actuarial
                           Equivalent of the Life Annuity Option. The Retirement
                           Income shall be payable to the Participant for the
                           Participant's life, and upon the Participant's death,
                           a designated percentage (100%, 75%, or 50%) of the
                           Participant's Retirement Income shall be payable to
                           the Participant's Contingent Annuitant for the
                           Contingent Annuitant's life. Such Retirement Income
                           shall cease on the later of the death of the
                           Participant or the death of the Participant's
                           Contingent Annuitant. My designated percentage is:

                           [ ]    100%       [ ]   75%    [ ]    50%

                  Solely for purposes of this payment option, my Contingent
                  Annuitant is
                  _____________________________________________________.

         5.       Amendment. This Agreement may be amended at any time by mutual
consent of the parties, provided that the Executive may not make any change in
Paragraph 2 of this Agreement.

         6.       Miscellaneous. This Agreement may be executed in any number of
counterparts, each of which shall be deemed as an original, and such
counterparts shall constitute one and the same instrument. The term of this
Agreement shall be indefinite, but shall be subject to cancellation at any time
by the mutual consent of both parties. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.

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         IN WITNESS WHEREOF, Genuine Parts and the Executive have caused this
Agreement to be executed on the date shown below.

                                          GENUINE PARTS COMPANY

Attest:                                   By: ______________________________
                                          Title: ___________________________
________________________                  Date: ____________________________

                                          EXECUTIVE:

                                          __________________________________
                                          Date: ____________________________

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