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                                                                   EXHIBIT 10.23

                              GENUINE PARTS COMPANY
                      DIRECTORS' DEFERRED COMPENSATION PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003)

                                    ARTICLE 1
                              ESTABLISHMENT OF PLAN

1.01     Background of Plan. Genuine Parts Company (the "Company") established a
         deferred compensation plan known as the "Genuine Parts Company
         Directors' Deferred Compensation Plan", effective as of November 1,
         1996. Effective as of January 1, 2003, the Plan is continued in an
         amended and restated form. The amended and restated Plan, as set forth
         in this document, will be effective for Fees payable in 2003 or
         thereafter.

1.02     Status of Plan. The Plan is intended to be a nonqualified, unfunded
         plan of deferred compensation under the Internal Revenue Code of 1986,
         as amended. Although the plan is unfunded for tax purposes, the Company
         may establish a trust under Revenue Procedure 92-64 to provide benefits
         under the Plan. (See Section 1.03).

1.03     Establishment of Trust. As noted in Section 1.02, the Company may
         establish a trust to fund benefits provided under the terms of the Plan
         (the "Trust"). It is intended that a transfer of assets into the Trust
         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.

1.04     Purpose. The purpose of the Plan is to permit Directors to defer Fees
         they receive from the Company and, through the Stock Account, give
         Directors the opportunity to further align their interests with the
         interests of the Company's shareholders.

                                    ARTICLE 2
                                   DEFINITIONS

2.01     Definitions. Certain terms of the Plan have defined meanings set forth
         in this Article and which shall govern unless the context in which they
         are used clearly indicates that some other meaning is intended.

         Accounts. The Variable Rate Account and the Stock Account, as defined
         below.

         Beneficiary. Any person or persons designated by a Participant, in
         accordance with procedures established by the Committee or Plan
         Administrator, to receive benefits hereunder in the event of the
         Participant's death. If any Participant shall

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         fail to designate a Beneficiary or shall designate a Beneficiary who
         shall fail to survive the Participant, the Beneficiary shall be the
         Participant's surviving spouse, or, if none, the Participant's
         surviving descendants (who shall take per stirpes) and if there are no
         surviving descendants, the Beneficiary shall be the Participant's
         estate.

         Board. The Board of Directors of the Company.

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

         Common Stock. The $1.00 par value common stock of the Company.

         Company. Genuine Parts Company and its corporate successors.

         Director. A member of the Board.

         Director Fees. The fees that the Company pays a Director to serve as a
         member of the Board other than Meeting Fees.

         Effective Date. The amended and restated Plan will be effective for
         Fees payable in 2003 or thereafter.

         Election Form. A form, substantially in the form attached hereto as
         Exhibit A, pursuant to which a Director elects to defer Fees under the
         Plan.

         Election Date. The date established by the Plan as the date by which a
         Participant must submit a valid Election Form to the Plan Administrator
         in order to participate in the Plan for a calendar year. For each
         calendar year, the Election Date is December 31 of the preceding
         calendar year; provided, however, that the Election Date for a newly
         eligible Participant shall be the 30th day following the date on which
         such individual becomes a Director.

         Fair Market Value. The average highest and lowest quoted selling prices
         of a share of Common Stock as traded on the New York Stock Exchange on
         a given date, or if the Common Stock was not traded on such day, then
         on the next preceding trading date on which the Common Stock was
         traded.

         Fees. Director Fees and Meeting Fees.

         Meeting Fees. The Fees that the Company pays a Director for attendance
         at meetings of the Board or committees of the Board.

         Participant. Any Director who is participating in the Plan.

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

         Plan Administrator. The Treasurer of the Company or such other
         individual(s) appointed by the Committee.

         Stock Account. The account established by the Company for each
         Participant for Fees deferred pursuant to the Plan, the performance and
         value of which shall be measured by reference to the Fair Market Value
         of the Common Stock from time to time. The maintenance of individual
         Stock Accounts is for bookkeeping purposes only.

         Termination of Service. A Termination of Service occurs when a
         Participant ceases to serve as a Director for any reason.

         Transfer Form. A form, substantially in the form attached hereto as
         Exhibit B, pursuant to which a Director elects to transfer amounts
         between his Accounts.

         Variable Rate Account. The account established by the Company for each
         Participant for Fees deferred pursuant to the Plan and which shall be
         credited with interest on the last day of each month (or such other day
         as determined by the Plan Administrator) based on the "prime rate"
         published in the Wall Street Journal on the last business day of such
         month (or on any other date for which interest is credited to the
         Variable Rate Account). The maintenance of individual Variable Rate
         Accounts is for bookkeeping purposes only.

                                    ARTICLE 3
                                  PARTICIPATION

3.01     Election to Participate. Each Director is automatically eligible to
         participate in the Plan. A Director may participate in the Plan by
         delivering a properly completed and signed Election Form to the Plan
         Administrator on or before the Election Date. The Director's
         participation in the Plan will be effective as of the first day of the
         calendar year beginning after the Plan Administrator receives the
         Director's Election Form, or, in the case of a newly eligible
         Participant, on the first day of the calendar month beginning after the
         Plan Administrator receives such Director's Election Form. A
         Participant shall not be entitled to any benefit hereunder unless such
         Participant has properly completed an Election Form and deferred the
         receipt of his or her Fees pursuant to the Plan.

3.02     Voluntary Termination of Election Form. A Participant may terminate his
         or her Election Form at any time. Such termination will be effective on
         the first day of the calendar quarter after the Participant notifies
         the Plan Administrator of the Participant's termination of the Election
         Form. If a Participant terminates his or

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         her Election Form, however, the Participant may not activate a new
         Election Form to defer his or her Fees for the remainder of the
         calendar year in which the Participant's former Election Form was
         terminated. However, effective as of the first day of the following
         calendar year or the first day of any subsequent calendar year, the
         Participant may deliver a new Election Form and thereby defer the
         receipt of any future Fees attributable to the service on the Board.
         Such new Election Form shall be effective only for Fees applicable to
         the Participant's service on the Board after the first day of the
         calendar year following the Plan Administrator's receipt of the
         Participant's new Election Form. Any Fees deferred prior to the
         termination of the Election Form shall remain subject to the original
         Election Form and the Plan.

3.03     Continuation of Election Form. Prior to the commencement of each
         calendar year, a Participant shall have the right, by executing and
         delivering to the Plan Administrator a new Election Form, to modify the
         dollar amount or percentage of his or her Fees which are deferred under
         the Plan. If the Participant fails to deliver a new Election Form prior
         to the commencement of the new calendar year, the Participant's
         Election Form in effect during the previous calendar year shall
         continue in effect during the new calendar year.

3.04     Automatic Termination of Election Form. A Participant's Election Form
         will automatically terminate at the earlier of (i) the Participant's
         Termination of Service, or (ii) the termination of the Plan.

3.05     No Right to Continue as a Director. Nothing contained in the Plan shall
         be deemed to give any Director the right to be retained as a Director
         of the Company.

                                    ARTICLE 4
                                  PLAN BENEFITS

4.01     Deferred Fees. A Director may elect to defer (i) all of his or her
         Director Fees, (ii) all of his or her Meeting Fees, or (ii) all of his
         or her Director Fees and Meeting Fees to his or her Variable Rate
         Account and/or Stock Account in accordance with the terms of the Plan
         and the Election Form. A Director cannot defer only a portion of his or
         her Director Fees or only a portion of his or her Meeting Fees under
         the Plan. For bookkeeping purposes, the amount of the Fees which the
         Director elects to defer pursuant to the Plan shall be transferred to
         and held in individual Accounts.

4.02     Time of Election of Deferral. A Director who wishes to defer Fees for a
         calendar year must irrevocably elect to do so on or prior to the
         Election Date for such calendar year, by delivering a valid Election
         Form to the Plan Administrator. The Election Form shall indicate: (i)
         the Fees to be deferred; and (ii) the portion of the deferral to be
         credited to the Participant's Variable Rate Account and Stock

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         Account, respectively. Amounts to be deferred shall be credited to the
         Participant's Variable Rate Account and or Stock Account, as
         applicable, as of the date such Fees are otherwise payable.

4.03     Accounts.

         (a)      Variable Rate Account. Amounts in a Participant's Variable
                  Rate Account will be credited with interest as of the last day
                  of each month (or such other day as determined by the Plan
                  Administrator) based on the "prime rate" published in the Wall
                  Street Journal on the last business day of such month (or any
                  other date for which interest is credited to the Variable Rate
                  Account).

         (b)      Stock Account. Amounts in a Participant's Stock Account are
                  invested in units based on Common Stock. Amounts deferred into
                  a Stock Account are recorded as units of Common Stock, and
                  fractions thereof, with one unit equating to a single share of
                  Common Stock. Thus, the value of one unit shall be the Fair
                  Market Value of a single share of Common Stock. The use of
                  units is merely a bookkeeping convenience; the units are not
                  actual shares of Common Stock. However, the trustee of the
                  Trust may elect to purchase actual shares of Common Stock,
                  which Common Stock, under grantor trust rules, will be treated
                  as owned by the Company. As described below in Section 4.05, a
                  Participant may elect to have some or all of the value of his
                  or her Stock Account distributed in actual shares of Common
                  Stock. The maximum number of Common Stock units that may be
                  allocated by deferral of Fees to Stock Accounts under the Plan
                  is 100,000.

         (c)      Sub-Accounts. To the extent required for bookkeeping purposes,
                  a Participant's Variable Rate Account and Stock Account will
                  be subdivided to reflect deferred Fees on a year-by-year
                  basis. For example, a 2003 Variable Rate Sub-Account, a 2004
                  Variable Rate Sub-Account, a 2003 Stock Sub-Account, a 2004
                  Stock Sub-Account, and so on.

4.04     Investment in the Stock Account and Transfers Between Accounts.

         (a)      Election Into the Stock Account. If a Participant elects to
                  defer Fees into his or her Stock Account, his or her Stock
                  Account shall be credited, as of the date described in Section
                  4.02, with that number of units of Common Stock, and fractions
                  thereof, obtained by dividing the dollar amount to be deferred
                  into the Stock Account by the Fair Market Value of the Common
                  Stock as of such date.

         (b)      Transfers Between Accounts. Except as provided in the
                  remainder of this paragraph (b), a Participant may, by
                  delivering a valid Transfer Form to

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                  the Plan Administrator, direct that all or any portion,
                  designated as a whole dollar amount or as a number of whole
                  units, of the existing balance of one of his or her Accounts
                  be transferred to his or her other Account. However, a
                  Participant may not effect "opposite way" transfers between
                  his or her Accounts more often than once in any six-month
                  period. A transfer shall be effective as of the next day on
                  which the Common Stock is traded on the New York Stock
                  Exchange following the Plan Administrator's receipt of the
                  Transfer Form (the "Transfer Date").

         (c)      Transfer Into the Stock Account. If a Participant elects
                  pursuant to Section 4.04(b) to transfer an amount from his or
                  her Variable Rate Account to his or her Stock Account, then
                  effective as of the election's Transfer Date, (i) his or her
                  Stock Account shall be credited with that number of units of
                  Common Stock, and fractions thereof, obtained by dividing the
                  dollar amount elected to be transferred by the Fair Market
                  Value of the Common Stock on the business day immediately
                  preceding the election's Transfer Date; and (ii) his or her
                  Variable Rate Account shall be reduced by the amount elected
                  to be transferred.

         (d)      Transfer Out of the Stock Account. If a Participant elects
                  pursuant to Section 4.04(b) to transfer an amount from his or
                  her Stock Account to his or her Variable Rate Account, then
                  effective as of the election's Transfer Date, (i) his or her
                  Variable Rate Account shall be credited with a dollar amount
                  equal to the amount obtained by multiplying the number of
                  units to be transferred by the Fair Market Value of the Common
                  Stock on the business day immediately preceding the election's
                  Transfer Date; and (ii) his or her Stock Account shall be
                  reduced by the number of units elected to be transferred.

         (e)      Dividend Equivalents. Effective as of the payment date for
                  each cash dividend on the Common Stock, the Stock Account of
                  each Participant who had a balance in his or her Stock Account
                  on the record date for such dividend shall be credited with a
                  number of units of Common Stock, and fractions thereof,
                  obtained by dividing (i) the aggregate dollar amount of such
                  cash dividend payable in respect of such Participant's Stock
                  Account (determined by multiplying the dollar value of the
                  dividend paid upon a single share of Common Stock by the
                  number of units of Common Stock held in the Participant's
                  Stock Account on the record date for such dividend); by (ii)
                  the Fair Market Value of the Common Stock on the business day
                  immediately preceding the payment date for such cash dividend.

         (f)      Stock Dividends. Effective as of the payment date for each
                  stock dividend on the Common Stock, additional units of Common
                  Stock shall be

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                  credited to the Stock Account of each Participant who had a
                  balance in his or her Stock Account on the record date for
                  such dividend. The number of units that shall be credited to
                  the Stock Account of such a Participant shall equal the number
                  of shares of Common Stock, and fractions thereof, which the
                  Participant would have received as stock dividends had he or
                  she been the owner on the record date for such stock dividend
                  of the number of shares of Common Stock equal to the number of
                  units credited to his or her Stock Account on such record
                  date.

         (g)      Allocation of Dividends. To the extent required for
                  bookkeeping purposes, the allocation of additional units
                  attributable to cash dividends or stock dividends will be made
                  to the Stock Sub-Account holding existing units to which the
                  cash dividend or stock dividend relates. For example, a
                  Participant's 2003 Stock Sub-Account will be credited with
                  dividends attributable to units held in the 2003 Stock
                  Sub-Account. A Participant's 2004 Stock Sub-Account will be
                  credited with dividends attributable to units held in the 2004
                  Stock Sub-Account, and so on.

         (h)      Recapitalization. If, as a result of a recapitalization of the
                  Company, the outstanding shares of Common Stock shall be
                  changed into a greater number or smaller number of shares, the
                  number of units credited to a Participant's Stock Account
                  shall be appropriately adjusted on the same basis.

         (i)      Distributions. Amounts in respect of units of Common Stock may
                  only be distributed out of the Stock Account by transfer to
                  the Variable Rate Account or withdrawal from the Stock
                  Account. Withdrawals from the Stock Account shall be made
                  either in cash or shares of Common Stock, as indicated by the
                  Participant at least six months prior to the scheduled
                  distribution. Any fractional units shall be paid in cash. For
                  purposes of transfers to the Variable Rate Account or
                  distributions from the Stock Fund payable in cash, the number
                  of units to be transferred or distributed from a Participant's
                  Stock Account shall be valued by multiplying the number of
                  such units by the Fair Market Value of the Common Stock as of
                  the business day immediately preceding the date such
                  distribution is to occur.

         (j)      Responsibility for Investment Choices. Each Participant is
                  solely responsible for any decision to defer Fees into his or
                  her Stock Account or Variable Rate Account and accepts all
                  investment risks entailed by such decision, including the risk
                  of loss and a decrease in the value of the amounts he or she
                  elects to defer into his or her Stock Account or Variable Rate
                  Account.

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4.05     Form of Payment.

         (a)      Payment Election. Payment of Plan benefits shall commence on
                  the date the Participant selects on the Participant's initial
                  Election Form. Any date selected by the Participant must be at
                  least two calendar years following the date of the Director's
                  initial Election Form. In no event, however, shall a
                  Participant's Account commence to be distributed later than
                  the first regular business day of the fourth month following
                  the Participant's death. If the Participant fails to designate
                  a payment commencement date in the Participant's initial
                  Election Form or within six months of such initial Election
                  Form, the Participant's Account shall commence to be
                  distributed no later than the first regular business day of
                  the fourth month following the Participant's Termination of
                  Service.

         (b)      Optional Forms of Payment. Distributions from Participant
                  Accounts (either in cash or in Common Stock) may be paid to
                  the Participant either in a lump sum or in a number of
                  approximately equal annual installments designated by the
                  Participant on the Participant's initial Election Form. Such
                  annual installments may be for 5 years, 10 years or 15 years.
                  The method of payment (e.g., in lump sum or installments)
                  elected on the Participant's initial Election Form will apply
                  to all amounts (including future deferrals) held in both the
                  Variable Rate Sub-Account and Stock Sub-Account. If a
                  Participant elects to receive a distribution of his or her
                  Account in cash installments, the Plan Administrator may
                  purchase an annuity from an insurance company which annuity
                  will pay the Participant the desired annual installments. If
                  the Plan Administrator purchases an annuity contract, the
                  Director will have no further rights to receive payments from
                  the Company or the Plan with respect to the amounts subject to
                  the annuity. If the Plan Administrator does not purchase an
                  annuity contract, the value of the Account remaining unpaid
                  shall continue to receive allocations of return as provided in
                  Section 4.03 and Section 4.04. If the Participant fails to
                  designate a payment method in the Participant's initial
                  Election Form or within six months of such initial Election
                  Form, the Participant's Account shall be distributed in a lump
                  sum.

         (c)      Stock Payment. If a Participant so designates as provided in
                  Section 4.04(i), distributions from the Stock Account may be
                  distributed to the Participant in the form of Common Stock
                  rather than cash. The shares of Common Stock distributable to
                  Directors under the Plan must be previously issued and
                  repurchased shares and may not be original issue shares.
                  Notwithstanding the foregoing, the maximum number of shares of
                  Common Stock that may be distributed under the Plan shall be
                  1,000,000, and once such limit has been reached, all further
                  distributions from Participants' Stock Accounts shall be made
                  only in cash.

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         (d)      Irrevocable Elections. A Participant may not elect a different
                  payment commencement date for each year's Fees deferred under
                  the Plan. In addition, a Participant may not elect a different
                  payment form for each year's Fees deferred under the Plan. The
                  payment commencement date and payment form elected or deemed
                  elected on the Participant's initial Election Form shall
                  become irrevocable and may not be modified six months after
                  the execution of such initial Election Form.

         (e)      Acceleration of Payment. If a Participant elects an
                  installment distribution and the value of such annual
                  installment payment elected by the Participant would result in
                  a combined distribution of cash and Common Stock (valued at
                  its Fair Market Value on the initial commencement date) of
                  less than $3,000, the Plan Administrator shall accelerate
                  payment of the Participant's benefits over a lesser number of
                  whole years (but in increments of 5 or 10 years) so that the
                  annual amount distributed is at least $3,000. If payment of
                  the Participant's benefits over a 5-year period will not
                  provide annual distributions of at least $3,000, the
                  Participant's Account shall be paid in a lump sum.

         (f)      Payment to Beneficiary. Upon the Participant's death, all
                  unpaid amounts held in the Participant's Account shall be paid
                  to the Participant's Beneficiary in the same benefit payment
                  form the Participant elected on the Election Form and in
                  accordance with the payment distribution rules set forth in
                  the Plan. Such payment will commence to be paid on the first
                  business day of the fourth month following the Participant's
                  death.

4.06     Financial Hardship. The Plan Administrator may, in its sole discretion,
         accelerate the making of payment to a Participant of an amount
         reasonably necessary to handle a severe financial hardship of a sudden
         and unexpected nature due to causes not within the control of the
         Participant. Such payment may be made even if the Participant has not
         incurred a Termination of Service. All financial hardship distributions
         shall be made in cash in a lump sum. Such payments will be made on a
         first-in, first-out basis so that the oldest Fees deferred under the
         Plan shall be deemed distributed first in a financial hardship.

4.07     Payment to Minors and Incapacitated Persons. In the event that any
         amount is payable to a minor or to any person who, in the judgment of
         the Plan Administrator, is incapable of making proper disposition
         thereof, such payment shall be made for the benefit of such minor or
         such person in any of the following ways as the Plan Administrator, in
         its sole discretion, shall determine:

         (a)      By payment to the legal representative of such minor or such
                  person;

         (b)      By payment directly to such minor or such person;

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         (c)      By payment in discharge of bills incurred by or for the
                  benefit of such minor or such person. The Plan Administrator
                  shall make such payments without the necessary intervention of
                  any guardian or like fiduciary, and without any obligation to
                  require bond or to see to the further application of such
                  payment. Any payment so made shall be in complete discharge of
                  the Plan's obligation to the Participant and his or her
                  Beneficiaries.

4.08     Application for Benefits. The Plan Administrator may require a
         Participant or Beneficiary to complete and file certain forms as a
         condition precedent to receiving the payment of benefits. The Plan
         Administrator may rely upon all such information given to it, including
         the Participant's current mailing address. It is the responsibility of
         all persons interested in receiving a distribution pursuant to the Plan
         to keep the Plan Administrator informed of their current mailing
         addresses.

4.09     Designation of Beneficiary. Each Participant from time to time may
         designate any person or persons (who may be designated contingently or
         successively and who may be an entity other than a natural person) as
         his or her Beneficiary or Beneficiaries to whom the Participant's
         Account is to be paid if the Participant dies before receipt of all
         such benefits. Each Beneficiary designation shall be on the form
         prescribed by the Plan Administrator and will be effective only when
         filed with the Plan Administrator during the Participant's lifetime.
         Each Beneficiary designation filed with the Plan Administrator will
         cancel all Beneficiary designations previously filed with the Plan
         Administrator. The revocation of a Beneficiary designation, no matter
         how effected, shall not require the consent of any designated
         Beneficiary.

                                    ARTICLE 5
                                 FUNDING OF PLAN

5.01     Funding. Plan benefits 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     Administration of the Plan. The Committee and the Plan Administrator
         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. In addition to all

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

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

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

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

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

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

                                    ARTICLE 7
                            AMENDMENT AND TERMINATION

7.01     Amendment and Termination. 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 (other than an
         amendment to increase the number of Common Stock units available under
         the Plan -- see Section 4.03(b)), modification, alteration, or
         termination of the 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 during the two-year
         period following a Change of Control.

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                                    ARTICLE 8
                                CHANGE IN CONTROL

8.01     Immediate Payment upon Change of Control. Notwithstanding any other
         provisions in the Plan, in the event there is a Change of Control of
         the Company as defined in Section 8.01(c), any Participant whose
         service is terminated on account of such Change of Control shall
         receive an immediate lump sum payment of the Participant's Account
         balances. For purposes of this Section 8.01(a), a Participant's service
         shall be considered to have "terminated on account of such Change of
         Control" only if the Participant's service on the Board is terminated
         without cause during the 24-month period following the Change of
         Control.

8.02     Acceleration of Installment Distributions. Notwithstanding any other
         provisions in the Plan, in the event there is a Change of Control as
         defined in Section 8.01(c), any Participant who has commenced receiving
         installment distributions from the Company (other than from an annuity
         contract purchased from an insurance company) shall immediately receive
         a lump sum payment in an amount equal to the unpaid balance of the
         Participant's Accounts.

8.03     Definition of Change of Control. Change of Control of the Company means
         and includes each of the following:

         (a)      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 (a), 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 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 (c) of
                  this definition; or

         (b)      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 the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors

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                  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

         (c)      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

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

                                     - 13 -
<PAGE>

                                    ARTICLE 9
                                  MISCELLANEOUS

9.01     Heading. The headings and sub-headings in the 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 the 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 the 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.

9.04     Release. Any payment to Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of the Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Committee, the Plan Administrator 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
         Plan Administrator, 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 the 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
         any part of the payments that are not paid when due at a rate equal to
         the Prime Rate as announced by SunTrust Bank or its successors from
         time to time.

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

                                     - 14 -
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Plan to be duly
executed and its seal to be hereunto affixed on the date indicated below, but
effective as of January 1, 2003.

                                           GENUINE PARTS COMPANY

                                           By: /s/ Frank M. Howard
                                               --------------------------
                                           Title: Vice President
                                           Date:  November 11, 2003

ATTEST:

          Linda Olvey
--------------------------------
Date: November 11, 2003

                                     - 15 -