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                                                                   EXHIBIT 10.40

                                 AMENDMENT NO. 7
                                     TO THE
                            GENUINE PARTNERSHIP PLAN


         This Amendment to the Genuine Partnership Plan is adopted by Genuine
Parts Company (the "Company"), effective as of the date set forth herein.

                                   WITNESSETH:

         WHEREAS, the Company maintains the Genuine Partnership Plan (the
"Plan"), as amended and restated effective January 1, 1994, and such Plan is
currently in effect; and

         WHEREAS, pursuant to Section 11.01, the Company has reserved the right
to amend the Plan through action of the Committee for the Plan;

         NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:

                                       1.

         Section 4.03(a) is hereby deleted and the following is substituted in
         lieu thereof as follows:

                  "(a) Change of Contribution Percentage. A Participant may
                  increase or decrease the percentage of his Compensation
                  contributed as a Pre-Tax Contribution only on January 1, April
                  1, July 1, or October 1 of each Plan Year (or the first pay
                  period that begins on or after such dates) by delivery of
                  written notice to the Committee or by other means as approved
                  by the Committee. In order to be effective, the Participant
                  must notify the Committee at least 30 days prior to the date
                  that the increase or decrease will become effective (or such
                  lesser number of days as permitted by the Committee on a
                  nondiscriminatory basis)."

                                       2.

         Section 9.14 is hereby deleted and a new Section 9.14 is substituted in
lieu thereof as follows:

                  9.14     Other Requirements.

                  (a) All loans issued to a married Participant pursuant to this
                      Plan on or after January 1, 1999 shall require the consent
                      of the Participant's Spouse. Such consent shall authorize
                      the Committee to default the loan and, when a
                      distributable event has occurred, foreclose on the loan
                      pursuant to the loan documents and loan guidelines without
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                      additional notice to or consent by the Participant or the
                      Participant's Spouse. Such consent by the Spouse married
                      to the Participant at the time the loan is processed shall
                      also apply to any future Spouse of the Participant.
                      Additionally, no current or future spousal consent is
                      required if the Participant was not married at the time
                      the loan was processed.

                  (b) The Committee may establish such additional guidelines and
                      rules as it deems necessary. Such guidelines and rules are
                      hereby incorporated by reference in the Plan. The
                      Committee may amend or modify the loan application, loan
                      guidelines and loan rules as it deems necessary to carry
                      out the provisions of this Article Nine (including
                      retroactive amendments).

                                       3.

         Except as amended herein, the Plan shall remain in full force and
effect. This Amendment Number 7 shall be effective January 1, 1999.

         IN WITNESS WHEREOF, Genuine Parts Company, acting through the
Committee, has caused this Amendment to the Plan to be executed on the date
shown below but effective as of the date indicated above.

                                                      COMMITTEE TO THE
                                                   GENUINE PARTNERSHIP PLAN


                                            By: /s/ George W. Kalafut
                                               ---------------------------------
                                            Date: January 22, 1999
                                                 -------------------------------

                                            By:/s/ Edward J. Van Stedum
                                               ---------------------------------
                                            Date: January 22, 1999
                                                 -------------------------------

                                            By:/s/Jerry Nix
                                               ---------------------------------
                                            Date: January 22, 1999
                                                 -------------------------------

                                            By: /s/Frank M. Howard
                                               ---------------------------------
                                            Date: January 22, 1999
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