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                                                                   EXHIBIT 10.13

                            THE GENUINE PARTS COMPANY
                       ORIGINAL DEFERRED COMPENSATION PLAN

                (Amended and Restated Effective August 19, 1996)

                                    ARTICLE I
                              ESTABLISHMENT OF PLAN

         1.01     Background of Plan. Genuine Parts Company (the "Company") from
time to time has granted deferred compensation benefits for certain key
employees. Such key employees agreed to an annual reduction in their
compensation. In return, Genuine Parts Company promised such key employees a ten
year certain life annuity if such key employee continued employment until age
65. In addition, certain early retirement benefits, death benefits and
disability benefits were provided.

         Genuine Parts Company believes it is beneficial to amend and restate
such arrangements that are currently in effect for key employees who are
actively employed in the form of this document known as the Genuine Parts
Company Original Deferred Compensation Plan (the "Plan"). As a condition to
receiving benefits provided under this Plan, such key employees will waive their
right to benefits previously promised to them under the deferred compensation
arrangements.

         1.02     Status of Plan. The Plan is intended to be a non-qualified,
unfunded plan of deferred compensation under the Internal Revenue Code of 1986,
as amended. Also, because the only persons who may participate in this Plan are
members of a select group of management or highly compensated employees, this
Plan of deferred compensation is not subject to Parts 2, 3 and 4 of Subtitle B
of Title I of the Employee Retirement Income Security Act of 1974.

         1.03     Trust. The Company has previously established a trust to fund
benefits provided under certain non-qualified deferred compensation plans
sponsored by the Company ("Trust"). Genuine Parts Company intends to transfer
certain assets attributable to the Plan to the Trust. It is intended that such
transfer will not generate taxable income (for federal income tax purposes) to
the Participants until such assets are actually distributed or otherwise made
available to the Participants.

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                                   ARTICLE II
                                   DEFINITIONS

Account. See Section 4.01.

Beneficiary. The person or persons designated by a Participant to receive the
Participant's death benefits, if any, provided under this Plan. It is expressly
intended that the Beneficiary designations previously made by the Participant
under the Participant's deferred compensation agreement identified in Appendix A
hereto shall remain in effect under this Plan. However, a Participant may
execute a new beneficiary designation at any time. If any Participant shall fail
to designate a Beneficiary or shall designate a Beneficiary who shall fail to
survive the Participant, the Beneficiary shall be the Participant's Beneficiary
under the Genuine Partnership Plan or any successor plan to the Genuine
Partnership Plan.

Committee. The Executive Committee to the Board of Directors of the Company or
its designee that will administer and interpret the terms of the Plan.

Company. Genuine Parts Company, its corporate successors and any of their
controlled subsidiaries.

Disability. Disability shall have the same meaning as the term "disability" or
"permanent disability" is defined in the Genuine Partnership Plan or any
successor plan to the Genuine Partnership Plan.

Normal Retirement Age. Age 65.

Participant. Those individuals identified in Appendix A to the Plan.

Plan. The Genuine Parts Company Original Deferred Compensation Plan as set forth
in this document, together with any subsequent amendments hereto.

Termination of Service. A Participant who has ceased to serve as an employee of
the Company for any reason.

Trust. See Section 1.03.

Withdrawal Benefits. See Section 4.06.

                                   ARTICLE III
                                  PARTICIPATION

         3.01     Participation. The only persons who may participate in this
Plan are those Participants who are designated in Appendix A to this Plan.

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                                   ARTICLE IV

                                  PLAN BENEFITS

         4.01     Account.

         (a)      Salary Reduction. As a condition of participation in this
Plan, each Participant has previously agreed to an annual reduction of his or
her salary on a before-tax basis. The salary reduction amount shall be set forth
in Appendix A. The Company shall continue to be withhold the salary reduction
amount from the Participant's compensation until the earlier of the
Participant's Termination of Service or the Participant's Normal Retirement Age.

         (b)      Account. The Committee shall credit the salary reductions
referred to in Section 4.01(a) above to an account ("Account"). The Committee
may direct the investment of such Account in any manner it directs including the
purchase of insurance policies. Such Account and any assets attributable to such
Account shall be the sole property of the Company and no Participant shall have
any right to demand a distribution of assets attributable to such Account.

         (c)      Cessation of Salary Reductions. If a Participant ceases to
make the annual salary reduction referred to in Section 4.01(a) above, the
Participant shall no longer participate in this Plan and shall be treated as if
he or she had a Termination of Service on the date of the Participant's failure
to make the annual salary reduction.

         4.02     Normal Retirement Benefit.

         (a)      In General. A Participant who has a Termination of Service on
or after attaining Normal Retirement Age is entitled to a normal retirement
benefit. The normal retirement benefit shall be paid in the form of a ten year
certain life annuity. The ten year certain life annuity shall provide a monthly
benefit to the Participant for the remainder of his or her life. If the
Participant dies before 120 monthly payments have been paid, the unpaid monthly
payments (not to exceed 120 monthly payments, including those monthly payments
previously paid to the Participant) shall be paid to the Participant's
Beneficiary.

         (b)      Ten Year Certain Life Annuity. The amount of the ten year
certain life annuity shall be computed as follows. The Committee shall select an
insurance company of its choosing. The Committee shall request the insurance
company to compute the monthly amount that would be paid to the Participant in
the form of a ten year certain life annuity based on the asset value held in the
Participant's Account as of Participant's Normal Retirement Age (or such later
date selected by the Committee in its sole discretion) and based on the
insurance company's annuity tables applicable to individuals of similar age and
risk categories as the Participant. The monthly amount will then be increased by
100%. Such monthly amount shall then be paid to the Participant in the form of a
ten year certain life annuity as described above. The first such payment shall

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commence on the first business day of the second calendar year following the
calendar year in which the Participant attained age 65.

         (c)      Guaranteed Normal Retirement Benefit. In no event shall the
Participant's monthly normal retirement benefit described above be less than the
amount set forth in Appendix A.

         4.03     Early Retirement Benefit.

                  (a)      In General. A Participant who has a Termination of
Service on or after attaining age 60 and after completing fifteen or more years
of "credited service" (as defined in the Genuine Parts Company Pension Plan) is
entitled to an early retirement benefit. The early retirement benefit shall be
computed in the same manner as the normal retirement benefit described in
Section 4.02 except that the insurance company shall compute the ten year
certain life annuity based on the asset value held in the Participant's Account
as of the Participant's Termination of Service (or such later date selected by
the Committee in tis sole discretion). Such amount will then be increased by
100%.

                  (b)      Ten Year Certain Life Annuity. The early retirement
benefit shall be paid in the form of a ten year certain life annuity (as
described in Section 4.02(a). The first such payment shall commence on the first
business day of the calendar year following the calendar year in which the
Participant has a Termination of Service.

                  (c)      Other Terminations of Service. A Participant who has
a Termination of Service prior to attaining age 60 or prior to completing
fifteen years of credited service shall not be entitled to an early retirement
benefit under this Section 4.03. Instead, such Participant shall be entitled
only to the applicable benefit, if any, described in Sections 4.04, 4.05 or
4.06.

         4.04     Death Benefits.

                  (a)      Death Before Attaining Normal Retirement Age. If the
Participant has a Termination of Service on account of Death before attaining
his or her Normal Retirement Age, the Company will pay to the Participant's
Beneficiary the monthly amount set forth in Appendix A. Such benefit shall be
paid for 120 months beginning with the first business day of the calendar year
following the calendar year of the Participant's death.

                  (b)      Death Following Normal Retirement Age. If the
Participant has a Termination of Service on or after his Normal Retirement Age
but subsequently dies before receiving 120 monthly benefits, the Participant's
Beneficiary shall receive the

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unpaid monthly benefits, if any, described in Section 4.02(a) (but not to exceed
120 months including those payments previously paid to the Participant).

         4.05     Disability Benefits.

         (a)      In General. If a Participant has a Termination of Service on
account of Disability, the Participant shall be entitled to receive the monthly
benefit set forth in Appendix A until the Participant attains age 65. Such
disability benefits will begin on the first business day of the calendar year
following the calendar year in which the Participant incurred the Termination of
Service on account of Disability.

         (b)      Benefit Upon Attaining Age 65. Upon attaining Normal
Retirement Age, the Participant's disability benefit shall terminate. In lieu
thereof, the Participant shall be entitled to the normal retirement benefit
described in Section 4.02, subject to the terms of Section 4.02.

         (c)      Death Prior to Attainment of Age 65. If a Participant dies
before attaining his or her Normal Retirement Age, the Participant's Beneficiary
shall be entitled to the benefit described in Section 4.04(a), subject to the
terms of Section 4.04(a).

         4.06     Withdrawal Benefit. In the event a Participant has a
Termination of Service prior to his or her Normal Retirement Age, death or
Disability, the Company will pay to the Participant a Withdrawal Benefit
("Withdrawal Benefit") in the amount and for the time set forth in Appendix A.
Such annual payment will commence on the first business day of the calendar year
following the calendar year in which the Participant has a Termination of
Service. If the Participant dies before receiving all of the Withdrawal benefits
described in Appendix A, the Participant's Beneficiary shall continue to receive
the remaining payments in annual installments.

                                    ARTICLE V
                                 FUNDING OF PLAN

5.01     The benefits provided by this Plan shall be paid from the general
         assets of the Company or as otherwise directed by the Company. To the
         extent that any Participant acquires the right to receive payments
         under the Plan (from whatever source), such right shall be no greater
         than that of an unsecured general creditor of the Company. Participants
         and their Beneficiaries shall not have any preference or security
         interest in the assets of the Company other than as a general unsecured
         creditor.

                                    ARTICLE 6
                           ADMINISTRATION OF THE PLAN

6.01     The Committee shall have complete control of the administration of the
         Plan with all powers necessary to enable it to properly carry out the
         provisions of the Plan.

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         In addition to all implied powers and responsibilities necessary to
         carry out the objectives of the Plan, the Committee shall have the
         following specific powers and responsibilities:

                  (1)      To construe the Plan and to determine all questions
         arising in the administration, interpretation and operation of the
         Plan;

                  (2)      To determine the benefits of the Plan to which any
         Participant, Beneficiary or other person may be entitled;

                  (3)      To keep records of all acts and determinations of the
         Committee, and to keep all such records, books of accounts, data and
         other documents as may be necessary for the proper administration of
         the Plan;

                  (4)      To prepare and distribute to all Participants and
         Beneficiaries information concerning the Plan and their rights under
         the Plan;

                  (5)      To do all things necessary to operate and administer
         the Plan in accordance with its provisions.

                                    ARTICLE 7
                            AMENDMENT AND TERMINATION

7.01     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 Participant's Beneficiary) adversely affect any
         benefit under the Plan which has accrued with respect to the
         Participant or Beneficiary as of the date of such amendment or
         termination regardless of whether such benefit is in pay status.
         Notwithstanding the foregoing, no amendment, modification, alteration,
         or termination of this Plan may be given effect with respect to any
         Participant without the consent of such Participant if such amendment,
         modification, alteration, or termination is adopted during the
         six-month period prior to a Change of Control or at any time following
         a Change of Control.

                                    ARTICLE 8
                                CHANGE IN CONTROL

8.01     Change of Control.

         (a)      Notwithstanding any other provisions in this Plan, in the
                  event there is a Change of Control of the Company as defined
                  in subsection (c) of this Section 8.01, any Participant whose
                  employment is terminated on account of such Change of Control,
                  shall receive an immediate lump sum payment

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                  of the Participant's Account balance computed as if the
                  Participant obtained his or her Normal Retirement Age as of
                  the date of such termination of employment and using the
                  assumptions set forth in Section 8.01(b). For purposes of this
                  Section 8.01(a), a Participant's employment shall be
                  considered to have "terminated on account of such Change of
                  Control" only if the Participant's employment with the
                  Employer is terminated without cause during the 24 month
                  period following the Change of Control.

         (b)      Notwithstanding any other provisions in this Plan, in the
                  event there is a change of control of the Company as defined
                  in subsection (c) of this Section 8.01, any Participant who
                  has commenced receiving monthly distributions from the Company
                  (other than from an annuity contract owned by the Participant
                  or the Trust and purchased from an insurance company) shall
                  immediately receive a lump sum payment determined using the
                  same assumptions as those used by the Genuine Parts Company
                  Pension Plan immediately prior to the Change in Control to
                  determine lump sum benefits.

         (c)      A Change of Control of the Company shall mean a change of
                  control of a nature that would require to be reported in
                  response to item 6(e) of Schedule 14A of Regulation 14A
                  promulgated under the Securities Exchange Act of 1934 (the
                  "Exchange Act"). In addition, whether or not required to be
                  reported thereunder, a Change of Control shall be deemed to
                  have occurred at such time as (i) any "person" (as that term
                  is used in Section 13(d)(2) of the Exchange Act) is or becomes
                  the beneficial owner (as defined in rule 13(d)-3 of the
                  Exchange Act) directly or indirectly of securities
                  representing 20% or more of the combined voting power for
                  election of directors of the then outstanding securities of
                  the Company or any successor of the Company (ii) during any
                  period of two consecutive years or less individuals who at the
                  beginning of such period constituted the board of directors of
                  the Company cease, for any reason, to constitute at least a
                  majority of the board of directors, unless the election or
                  nomination for election of each new director was approved by a
                  vote of at least two-thirds of the directors then still in
                  office who were directors at the beginning of the period;
                  (iii) the shareholders of the Company approve any merger or
                  consolidation as a result of which the capital stock of the
                  Company shall be changed, converted or exchanged (other than a
                  merger with a wholly-owned subsidiary of the Company) or any
                  liquidation of the Company or any sales or other disposition
                  of 50% or more of the assets or earning power of the Company;
                  or (iv) the shareholders of the Company approve any merger or
                  consolidation to which the Company is a party as a result of
                  which the persons who were shareholders of the Company
                  immediately prior to the effective date of the merger or
                  consolidation shall have beneficial ownership of less than 50%
                  of the combined voting power

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                  for election of directors of the surviving corporation
                  following the effective date of such merger or consolidation.
                  Notwithstanding any provisions in this subparagraph (c), in
                  the event the Company and a Participant agree prior to any
                  event which would otherwise constitute a Change of control,
                  that such event shall not constitute a Change of Control, then
                  for purposes of this Plan there shall be no such Change of
                  Control upon that event.

                                    ARTICLE 9
                                  MISCELLANEOUS

9.01     Headings. The headings and sub-headings in this Plan have been inserted
         for convenience of reference only and are to be ignored in any
         construction of the provisions hereof.

9.02     Spendthrift Clause. None of the benefits, payments, proceeds or
         distribution under this Plan shall be subject to the claim of any
         creditor of any Participant or Beneficiary, or to any legal process by
         any creditor of such Participant or Beneficiary, and none of them shall
         have any right to alienate, commute, anticipate or assign any of the
         benefits, payments, proceeds or distributions under this Plan except to
         the extent expressly provided herein to the contrary.

9.03     Merger. The Plan shall not be automatically terminated by the Company's
         acquisition by, merger into, or sale of substantially all of its assets
         to any other organization, but the Plan shall be continued thereafter
         by such successor organization. All rights to amend, modify, suspend or
         terminate the Plan shall be transferred to the successor organization,
         effective as of the date of the combination or sale. However, See
         Article 7 for amendment and termination rights following a Change in
         Control (as defined in Article 8).

9.04     Release. Any payment to Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of this Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Committee and the Company, any of whom may require such
         Participant, Beneficiary, or legal representative, as a condition
         precedent to such payment, to execute a receipt and release therefor in
         such form as shall be determined by the Committee, or the Company, as
         the case may be.

9.05     Governing Law. The Plan shall be governed by the laws of the State of
         Georgia.

9.06     Costs of Collection; Interest. In the event the Participant collects
         any part or all of the payments due under this Plan by or through a
         lawyer or lawyers, the Company will pay all costs of collection,
         including reasonable legal fees incurred by the Participant. In
         addition, the Company shall pay to the Participant interest on all or

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         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.

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

9.08     Noncompetition Agreement. The Participant agrees that the time any
         payments or benefits may be due or payable under this Plan, the
         Participant will not engage in any business which is competitive to the
         Company, directly or indirectly, as principal, partner, stockholder or
         otherwise. If a Participant violates this provision, the Participant
         and his or her Beneficiary will forfeit all rights to receive any
         payment under this Plan other than the benefits described in Section
         4.06, if any, that may apply.

9.09     Employment. Under no circumstances shall the Participant's
         participation in this Plan be deemed to be a contract of employment,
         nor shall it obligate the Company to continue the Participant's
         employment for any period nor obligate the Participant to extend
         similar benefits to any other employee of the Company.

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

9.11     Prior Agreement. The Participants previously entered into agreements,
         understandings, etc. ("Prior Agreements") regarding the provision of
         benefits described in this Plan. The execution of this Plan is intended
         to supersede and replace the benefits provided under the Prior
         Agreements. To the extent benefits are paid under the Prior Agreements
         by error or for any other reason, benefits under the Plan shall be
         correspondingly decreased. The intent of this Section 9.11 is to
         prevent a Participant from receiving a double benefit.

                                    GENUINE PARTS COMPANY

                                    By: /s/ Frank M. Howard
                                        ----------------------------------------
                                    Title: Vice President
                                    Date: August 19, 1996

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                                   APPENDIX A

                                 INFORMATION FOR
                                John E. Aderhold

<TABLE>
<CAPTION>
                               ANNUAL SALARY         GUARANTEED ANNUAL       MONTHLY DEATH
    DATE OF DEFERRED             REDUCTION         BENEFIT UNDER SECTION     BENEFIT UNDER
COMPENSATION AGREEMENT        SEE SECTION 4.01             4.02(c)           SECTION 4.04(a)
--------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                       <C>
       2/13/68                     $5,580                 $12,000                $1,000
--------------------------------------------------------------------------------------------
       4/9/70                      $1,698                 $ 3,000                $  250
--------------------------------------------------------------------------------------------
       5/16/72                     $1,966                 $ 3,000                $  250
--------------------------------------------------------------------------------------------
       TOTAL                       $9,244                 $18,000               $ 1,500`
--------------------------------------------------------------------------------------------

<CAPTION>
                               MONTHLY DISABILITY       ANNUAL WITHDRAWAL
    DATE OF DEFERRED         BENEFIT UNDER SECTION           BENEFIT
COMPENSATION AGREEMENT               4.05              SEE SECTION 4.06      PERIOD OF WITHDRAWAL PAYMENTS
----------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                   <C>
       2/13/68                      $ 1,000                  $5,305          The number of full calendar
                                                                             years between 2/13/68 and the
                                                                             Participant's Termination of
                                                                             Service.
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       4/9/70                       $  250                   $1,620          The number of full calendar
                                                                             years between 4/9/70 and the
                                                                             Participant's Termination of
                                                                             Service.
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       5/16/72                      $   250                  $1,887          The number of full calendar
                                                                             years between 5/16/72 and the
                                                                             Participant's Termination of
                                                                             Service.
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       TOTAL                        $ 1,500                     N/A
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</TABLE>