EX-10.31 AMENDMENT NO. 3 TO SUPPLEMENTAL RET. PLAN



 






EXHIBIT 10.31




AMENDMENT THREE TO THE

GENUINE PARTS COMPANY

SUPPLEMENTAL RETIREMENT PLAN




     This Amendment to the Genuine Parts Company Supplemental Retirement Plan is adopted by Genuine
Parts Company (the “Company”), effective as of the date set forth herein.



W I T N E S S E T H:




     WHEREAS, the Company maintains The Genuine Parts Company Supplemental Retirement Plan (the
“Plan”), and such Plan is currently in effect;



     WHEREAS, the Company desires to amend the Plan; and



     WHEREAS, pursuant to Section 6.08 of the Plan, the Company has reserved the right to amend
the Plan through action of the Committee;



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



1.




     Effective as of January 1, 2006, subparagraph (a) of Section 3.01 Calculation of
Supplement is revised to read as follows:




	 	“(a)	 	Each Participant who separates from service 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






	 	(1)	 	equals the monthly Normal or Delayed Retirement
Income which Participant would be entitled to receive under the Pension
Plan beginning on the Participant’s separation from service with the
Employer 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 Participant’s separation from service
with the Employer measured in the form of a single life annuity payable
in monthly installments for the Participant’s life.”




 









 











2.




     Effective as of January 1, 2006, subparagraph (b) of Section 3.01 Calculation of
Supplement is revised to read as follows:




	 	“(b)	 	Each Participant who separates from service 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 Participant’s separation from service with the
Employer 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 Participant’s separation from service with the
Employer 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.”





3.




     Effective as of January 1, 2005, Section 3.02 Benefit Commencement Date; Manner of
Payment is revised to read as follows:




“Section 3.02 Distribution Date; Manner of Payment.




	 	(a)	 	For distributions made on or after January 1, 2006, The
Employer shall commence payment of the Supplemental Retirement Income on the
first day of the seventh month following the Participant’s separation from
service with the Employer 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 first payment shall equal
to seven months of payments (representing the payment made to the Participant
for that month plus the monthly payments for the six months following the
Participant’s separation from service with the Employer).
	 
	 	(b)	 	For distributions made prior to January 1, 2006, 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 later of
the day that Retirement Income is deemed to commence under the Pension Plan
with respect to the Participant or the first day of the seventh month after
the Participant’s separation from service with the Employer.
	 
	 	(c)	 	If any distributions are made in 2005 to a Participant, who
qualifies as a “specified employee” (as defined under Code Section
409A(a)(2)(B)(i)), immediately following the Participant’s separation from
service with the Employer without waiting the six-month delay period required
by Code Section 409A, such Participant shall have the right to terminate his or
her participation in the Plan or cancel his or her deferral election with
regard to the amounts deferred after December 31, 2004 without causing the Plan
to fail to conform to the provisions of Code Section 409A; provided, the
amounts subject to the termination or cancellation are includible in the income
of the Participant in the taxable year in which the amounts are “earned and
vested” as defined under Treas. Reg. 1.409A-6(a)(2).
	 
	 	(d)	 	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 separation from service date and in the form of
a Life Annuity if the Participant does not have a Spouse on the separation from
service 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.”





* * * * * * * * *




     Except as amended herein, the Plan shall remain in full force and effect.



     IN WITNESS WHEREOF, the Pension and Benefits Committee has caused this Amendment to the Plan
to be executed on the date shown below, but effective as of the date indicated above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	PENSION AND BENEFITS COMMITTEE
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name
	 	 
	 

	 	 	 	 	 	Title	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date: