EX-10.28 AMNEDMENT NO. 5 TO PENSION PLAN



 






EXHIBIT 10.28




AMENDMENT NO. 5 TO

THE GENUINE PARTS COMPANY

PENSION PLAN




     This Amendment to the Genuine Parts Company Pension Plan is adopted by Genuine Parts Company
(the “Company”) through action of the Pension and Benefits Committee, effective as of the date set
forth herein.



WITNESSETH:




     WHEREAS, the Company maintains the Genuine Parts Company Pension Plan (the “Plan”), as amended
and restated effective January 1, 2001, and such Plan is currently in effect; and



     WHEREAS, Section 8.05(c) of the Plan authorizes the Pension and Benefits Committee to amend
the Plan;



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



1.




     Effective January 1, 2005, new sub-paragraphs (iv) and (v) are hereby added to Section
2.03(c)(2) as follows:




	 	(iv)	 	For lump sum distributions made on or after January 1, 2005, the term
“Applicable Interest Rate” means the annual rate of interest on the 30-year Treasury
securities for the month of August that precedes the beginning of the Plan Year in
which such distribution occurs. (Note that the August rates are published in
September).
	 
	 	(v)	 	Special Rule for Annuity Starting Dates Between January 1, 2005 and
December 1, 2006. For any Participant whose Annuity Starting Date occurs on or
after January 1, 2005, but prior to December 1, 2006, the term “Applicable Interest
Rate” will be either (a) or (b) which follow, whichever results in the larger
distribution: (a) the rate in Section 2.03(c)(2)(iv) above; or (b) the annual rate of
interest on the 30-year Treasury securities for the month of October that precedes the
beginning of the Plan Year in which the distribution occurs. (Note that the October
rates are published in November).





2.




     Effective January 1, 2005, Section 2.03(d) is hereby revised to read as follows:




	 	(d)	 	Attained Age. For purposes of determining actuarial equivalence and
actuarial adjustments, age shall be determined using attained age, not the nearest age
or age in years and months.





3.




     Effective January 1, 2005, Section 2.06(iv) is revised to read as follows and a new Section
2.06(v) is hereby added as follows:



 









 






	 	(iv)	 	For Participants who terminate their Employment before attaining age 55 and
completing 15 years of Credited Service and are therefore entitled to a Retirement
Income under Section 4.05, the Participants’ Normal Retirement Date. However, if such
Participants elect to delay the commencement of their Retirement Income to a later
date, in such event the Participant’s Annuity Starting Date shall mean the
Participant’s Delayed Retirement Date.
	 
	 	(v)	 	In no event may a Participant’s Annuity Starting Date occur before the
Participant’s Termination Date and may not be later than the required beginning date
set forth in Section 6.03(a)(ii).





4.




     Effective April 1, 2005, Section 2.10 is hereby deleted in its entirety and a new Section 2.10
is substituted in lieu thereof as follows:



     2.10 Beneficiary shall have the following meaning:




	 	(a)	 	Unmarried Participants may designate any individual as a
Beneficiary in accordance with procedures established by the Committee to
receive any distribution to which the Participant is entitled under the Plan in
the event of the Participant’s death. In the event that the unmarried
Participant selects the 10 Year Certain and Life distribution option in
accordance with Section 6.02, the Participant may designate any individual,
trust or estate as a Beneficiary. The Committee may require certification by a
Participant in any form it deems appropriate of the Participant’s marital
status prior to accepting or honoring any Beneficiary designation. Any
Beneficiary designation by an unmarried Participant shall be void if the
Participant revokes the designation or marries. Any Beneficiary designation by
an unmarried Participant shall also be void to the extent that it conflicts
with the terms of a qualified domestic relations order.
	 
	 	 	 	If an unmarried Participant fails to designate a Beneficiary or if the
designated Beneficiary fails to survive the Participant, the Beneficiary
shall be the surviving descendants of the Participant (who shall take per
stirpes) and if there are no surviving descendants, the Beneficiary shall be
the Participant’s estate. For the purposes of the foregoing sentence, the
term “descendants” shall include any persons adopted by a Participant or by
any of his descendants.
	 
	 	(b)	 	A married Participant’s Beneficiary shall be his Spouse unless
the terms of a qualified domestic relations order require payment to a
non-Spouse Beneficiary. However, see Section 6.02 for limited circumstances
where a Participant can (with spousal consent) designate a non-spouse
Beneficiary. A married Participant’s designation of a non-Spouse Beneficiary
shall remain valid until revoked by the Participant or until the Participant
marries a Spouse who had not consented to the designation.
	 
	 	 	 	For purposes of this Section, revocation of prior Beneficiary designations
will occur when a Participant; (i) files a valid designation with the
Committee, or (ii) files a signed statement with the Committee evidencing
his intent to revoke any prior designations.




 









 











5.





	 	 	Effective January 1, 2005, Section 2.17 is hereby revised to read as follows:
	 
	2.17	 	Delayed Retirement Date shall mean for a Participant who continues his or her
Employment beyond the Participant’s Normal Retirement Date or elects to defer the Annuity
Starting Date of his or her Retirement Income beyond Normal Retirement Date, the first day of
the month that is as soon as administratively feasible following the date on which the
Participant (i) has a Termination Date and (ii) properly submits all required elections and
documentation to begin the receipt of Retirement Income. A Participant’s Delayed Retirement
Date may not be later than the required beginning date set forth in Section 6.03(a)(ii).





6.





	 	 	Effective January 1, 2005, Section 2.20 is hereby revised to read as follows:
	 
	2.20	 	Early Retirement Date shall mean the first day of the month that is as soon as
administratively feasible following the day on which the Participant (i) completes fifteen
(15) years of Credited Service and has attained age fifty-five (55), (ii) actually terminates
Employment and (iii) properly submits all required elections and documentation to begin the
receipt of Retirement Income prior to the Participant’s Normal Retirement Date.





7.




          Effective January 1, 2005, Section 2.45 is hereby revised to read as follows:




	 	2.45	 	Spouse shall mean, as of any applicable date, a person who:






	 	(a)	 	was married to a Participant in a religious or civil ceremony
recognized under the laws of the state where the marriage was contracted;
	 
	 	(b)	 	was married to the Participant on the Participant’s Annuity
Starting Date; and
	 
	 	(c)	 	is recognized as being married to the Participant under federal
law including the Defense of Marriage Act and the Code.






A Participant shall not be considered married to another person as a result of
any common law marriage whether or not such common law marriage is recognized by
applicable state law. The Participant’s Spouse as of the Participant’s Annuity
Starting Date shall continue to be the Participant’s Spouse for purposes of this
Plan (unless otherwise provided in a qualified domestic relations order)
notwithstanding the subsequent death or divorce of such Spouse and the remarriage of
the Participant.



8.




          Effective January 1, 2005, Sub-Section 2.46(e) is hereby deleted in its entirety and
Sub-Sections 2.46(f), (g) and (h) are renumbered as (e), (f) and (g), respectively.













 





9.




     Under a previous amendment to the Plan, a paragraph describing service-spanning rules as
required under the elapsed time provisions contained in Treasury Regulation §1.410(a)-7 was
inadvertently deleted. The Plan at all times operated in accordance with such service-spanning
requirements. To correct this inadvertent deletion, effective January 1, 2000, the following
paragraph is hereby restored to the end of Section 2.46, as follows:




“If, however, an Employee terminates his Employment on account of an event described in
paragraphs (a) – (c) above and the Employee performs an Hour of Service within twelve months
following such termination of Employment (or such lesser period as provided in Treasury
Regulation Section 1.410(a)-7), the Employee shall be considered as having been in active
Employment during such period of absence.”



10.




       Effective January 1, 2005, Section 4.01(a) is hereby revised to read as follows:




	 	(a)	 	A Participant who retires on his or her Normal Retirement Date and has properly
and timely submitted all required elections and documentation as determined by the
Committee is entitled to receive an annual Retirement Income beginning on his Normal
Retirement Date payable in monthly installments in the form described in Article VI. A
Participant who has attained Normal Retirement Age shall become 100% vested in his
Accrued Benefit.





11.




       Effective January 1, 2005, Section 4.05(b) is hereby revised to read as follows:




	 	(b)	 	A Participant with at least three years of Vesting Service who terminates his
Employment for any reason other than his Retirement or death shall be entitled to the
monthly Retirement Income described below payable in accordance with Article VI
commencing on his or her Normal Retirement Date or, if the Participant elects, his or
her Delayed Retirement Date An election to commence benefits must be properly and
timely submitted with all required elections and documentation as determined by the
Committee.





12.




       Effective January 1, 2006, Section 4.05(d) is hereby revised to read as follows:




	 	(d)	 	Upon attaining age 55, a Participant who has completed at least 15 years of
Credited Service as of his Termination Date may elect to receive a monthly Retirement
Income
commencing on his Early Retirement Date or on the first day of any month after his
Early Retirement Date but in no event later than the Participant’s Delayed
Retirement Date, whichever the Participant elects. Such Retirement Income shall be
computed in the same manner his Retirement Income would be determined under Section
4.05(c) (but by taking into account the reduction for each complete month that the
commencement of such benefits precedes the Participant’s Normal Retirement Date as
set forth in Section




 









 






	 	 	 	4.02). An election to commence benefits must be properly and
timely submitted with all required elections and documentation as determined by the
Committee.





13.




       Effective January 1, 2005, the first paragraph of Section 4.06(a) and Section 4.06(a)(4)(ii)
are hereby revised to read as follows:




	 	(a)	 	This Section 4.06(a) shall apply to any Participant who has a Termination Date
under the provisions of this Plan, (ii) was receiving or was entitled to receive
Retirement Income hereunder and returns to Employment with Employer, and (iii) is
anticipated to receive Credited Service hereunder after his reemployment. Such
Participant shall be subject to the following provisions:





* * * * * *





	 	(4)(ii)	 	 The monthly Retirement Income the Participant was receiving or was entitled to
receive prior to his termination of Employment. However, the Participant’s Retirement
Income shall be actuarially increased for the period of time beginning on the later of
the Participant’s Normal Retirement Date or the date the Participant’s Retirement
Income was suspended and ending on the date his or her Retirement Income resumes.





14.




       Effective January 1, 2005, Section 4.06(b) is deleted and a new Section 4.06(b) is added as
follows:




	 	(b)	 	If a Participant’s Annuity Starting Date is his or her Delayed Retirement Date,
but the Participant is not subject to the rules of Section 4.06(a), the Participant’s
Retirement Income shall be computed as set forth in Section 4.04 (particularly 4.04(c)
regarding actuarial increases after a Participant’s Normal Retirement Date).





15.




       Effective January 1, 2005, Section 4.10(b)(2) is hereby revised to read as follows:




	 	(2)	 	Applicable Interest Rate shall mean the lesser of






	 	i.	 	The “Applicable Interest Rate” as defined in Section 2.03
(“Actuarial Equivalent”) or
	 
	 	ii.	 	The annual rate of interest on 10-year Treasury notes for the
month of August that precedes the beginning of the Plan Year in which such
distribution occurs. However, from January 1, 2005 until November 1, 2006, the
interest rate for this Section 4.10(b)(2)(ii) shall be the rate in effect for
the month of October that precedes the
beginning of the Plan Year in which the distribution occurs (i.e., the Plan
language in effect prior to January 1, 2005) if such interest rate produces a
greater lump sum.




 









 











16.




       Effective January 1, 2005, Section 5.01(e) is hereby deleted in its entirety and a new Section
5.01(e) is substituted in lieu thereof as follows:




	 	(e)	 	The Spouse may elect to receive the Pre-Retirement Survivor Annuity commencing
as of the date of the Participant’s deemed Retirement or as of the first day of any
succeeding month. Payment will start on the first day of the month that is 30 days (or
the first day of the month that is as soon as administratively feasible thereafter),
following the later of (i) the Participant’s deemed Retirement or (ii) the timely and
proper completion of the Spouse’s application for payment of the Pre-Retirement
Survivor Annuity in accordance with procedures established by the Committee. In no
event will the Pre-Retirement Survivor Annuity commence later than April 1 of the
calendar year following the date the Participant would have attained age 70-1/2 (or the
first day of the month that is as soon as administratively feasible following the
Participant’s death, if later).
	 
	 	 	 	The monthly Retirement Income of a delayed Pre-Retirement Survivor Annuity shall
equal the Actuarial Equivalent of a Pre-Retirement Survivor Annuity commencing as of
the date of the Participant’s deemed Retirement. If the Spouse dies prior to the
commencement of the Pre-Retirement Survivor Annuity, no monthly Retirement Income
payments shall be made under this Section 5.01.





17.




       Effective January 1, 2005, Section 5.02 is hereby revised to read as follows:




	 	5.02	 	GPC Death Benefit Plan.
	 
	 	 	 	The Company established a self-funded death benefit (the “GPC Death Benefit”). If a
surviving Spouse is otherwise entitled to the Pre-Retirement Survivor Annuity, the
surviving Spouse may waive the Pre-Retirement Survivor Annuity and in lieu thereof
elect the GPC Death Benefit (if otherwise available under the terms of the GPC Death
Benefit). It is the purpose of this Section 5.02 that if an individual receives the
GPC Death Benefit, no Pre-Retirement Survivor Annuity shall be payable under this
Plan. The surviving Spouse must waive the Pre-Retirement Survivor Annuity in favor
of the GPC Death Benefit no later than the last day of the third month after the
Committee receives notification of the Participant’s death. If the surviving Spouse
does not make the waiver within this time period, the Pre-Retirement Survivor
Annuity shall be deemed elected by the surviving Spouse.





18.




       Effective January 1, 2005, Section 5.03 is hereby deleted in its entirety and a new Section
5.03 is substituted in lieu thereof as follows:




	 	5.03	 	Reserved




 









 











19.




     Effective January 1, 2005, Section 5.06 is hereby revised to read as follows:




	 	5.06	 	Lump Sum Distribution to Beneficiary.
	 
	 	 	 	The Plan Administrator shall pay a Spouse or Beneficiary his or her Retirement
Income under this Article V in a single lump sum in lieu of the Spouse’s or
Beneficiary’s monthly Retirement Income, provided the Actuarial Equivalent present
value of the Spouse’s or Beneficiary’s monthly Retirement Income payments is $1,000
or less. Notwithstanding anything to the contrary in this Plan, payment of any such
lump sum shall act as a complete discharge of the Plan’s obligation to provide any
benefit to the Spouse or any Beneficiary. This provision applies to any Spouse and
Beneficiary whose Annuity Starting Date has not commenced as of January 1, 2005.





20.




     Effective January 1, 2005, Section 6.02(d) is hereby revised to read as follows:




	 	(d)	 	Prior to the Participant’s Annuity Starting Date, the Plan Administrator shall
provide an election form on which the Participant may elect an optional form of
benefit. In addition to the election form, the Plan Administrator shall provide each
Participant a written explanation of the applicable automatic form of payment described
in Section 6.01 and the optional forms of payment described in Section 6.02(a). Such
explanation should describe the circumstances under which Joint and 50% Survivor
Annuity will be provided, and an explanation of the financial effect of electing not to
have such form. Furthermore, the written explanation shall provide a general
description of the eligibility conditions (if any) and other material features of the
optional forms of payment including sufficient information regarding the relative
values of the optional forms of payment and the automatic form of payment. If payment
is scheduled to commence prior to the required beginning date specified in Section
6.03(a)(ii), the written explanation must also inform the Participant of his right to
defer receipt of the distribution until such required beginning date. If a
Participant makes a request for additional information that is received 90 days prior
to the Annuity Starting Date, such information must be furnished within 30 days. The
Participant will then be entitled to a 90-day period in which to make or change an
election and, in such case, the Participant’s first payment and Annuity Starting Date
shall be postponed until the first day of the month that is as soon as administratively
feasible after such election form has been received.





21.




     Effective January 1, 2005, Section 6.03(a) is hereby deleted in its entirety and a new Section
6.03(a) is substituted in lieu thereof as follows:




	 	(a)(i)	 	If the Participant is entitled to commence the receipt of Retirement Income (see
Article 4), in such event the payment of Retirement Income commence shall commence no
later than the 60th day after the latest of the close of the Plan Year in which:




(1) the
Participant attains age 65; (2) the fifth (5th) anniversary of the date the
Participant commenced participation in this Plan; (3) the Participant’s Termination Date; or (4) the Participant’s proper and timely completion of all required
elections and documentation as determined by the Committee.




  









 









	 	(ii)	 	Notwithstanding Section 6.03(a)(i), distributions to the Participant shall
commence not later than April 1 following the later of the calendar year in which the
Participant (i) attains age 70-1/2 or (ii) has a Termination Date. However, if a
Participant is a 5% owner of an Employer (as defined in Code Section 401(a)(9) and the
Treasury Regulations thereunder), such Participant’s Retirement Income shall commence
no later than April 1 following the calendar year in which the Participant attains age
70-1/2. (The applicable commencement date described above, is referred to as the
“required beginning date”). However, a Participant who is in active Employment, who is
not a 5% owner and who attained age 70-1/2 after December 31, 1996 and prior to January
1, 1999, may elect to receive a distribution under this Section 6.03 prior to his or
her Termination Date.





22.




       Effective January 1, 2005, Section 6.04 is hereby deleted in its entirety and a new Section
6.04 is substituted in lieu thereof as follows:




	 	6.04	 	Small Payments.






	 	(a)	 	Notwithstanding anything in this Plan to the contrary, the Plan
Administrator shall pay a Participant’s Retirement Income in a single lump sum
if, as of the payment date, the Actuarial Equivalent present value of the
Participants’ vested Retirement Income is $1,000 or less and monthly Retirement
Income payments to the Participant have not commenced. If the value of a
Participant’s vested Retirement Income exceeds$1,000, the Participant and the
Participant’s Spouse (if any) must consent to any distribution of such
Retirement Income.
	 
	 	(b)	 	If, in accordance with Article IV, a Participant is entitled to
a distribution from the Plan, such Participant’s monthly Retirement Income
payments have not begun, and the Actuarial Equivalent present value of such
Participant’s vested Retirement Income is greater than $1,000, but does not
exceed $5,000, such Participant may voluntarily request that such amount be
distributed in the form of a lump sum payment. This Section 6.04(b) is only
valid beginning January 1, 2005 until August 4, 2005.
	 
	 	(c)	 	Notwithstanding anything in this Section 6.04 to the contrary,
the Plan Administrator shall pay an “alternate payee’s” benefit pursuant to a
valid qualified domestic relations order (as such terms are defined in Code
Section 414(p)) in a single lump sum if, as of the payment date, the Actuarial
Equivalent present value of the “alternate payee’s” benefit is $5,000 or less
and no payments to such “alternate payee” have commenced.
	 
	 	(d)	 	Notwithstanding anything to the contrary in this Plan, the
payment of any such lump sum shall act as a complete discharge of the Plan’s
obligation to provide any benefit to the Participant, his “alternate payee” or
any beneficiary of such “alternate payee”his Spouse or any Beneficiary of such
Participant or Spouse. In the event of the subsequent employment of a
Participant who has received a single
sum cash payment pursuant to this paragraph, such Participant shall continue
to accrue a benefit under this Plan based on service before and after his
date of reemployment subject to all of the provisions of this Plan;
provided,




 









 







	 	 	 	however, that any Retirement Income subsequently payable to the
Participant and his Beneficiaries shall be reduced on an actuarial
equivalent basis by the value of the single sum payment received under this
paragraph.
	 
	 	(e)	 	See Section 5.06 for the lump sum cash out of small payments to
a Beneficiary.





23.




       Effective January 1, 2005, Section 6.06 is hereby deleted in its entirety and a new Section
6.06 is substituted in lieu thereof as follows:




	 	6.06	 	Miscellaneous.
	 
	 	 	 	Prior to January 1, 2005, the Plan provided that the amount of any Retirement Income
computed under the Plan would be increased to the next larger even dollar amount
(the “Rounding Rule”). Effective January 1, 2005, the Rounding Rule is deleted from
the Plan and no longer applies. However, as a result of this deletion, a
Participant’s Accrued Benefit under the Plan will not be less than the amount of the
Participant’s Accrued Benefit on December 31, 2005, rounded to the next nearest
whole dollar amount.





24.




       Effective January 1, 2005, Section 6.08 is hereby revised to read as follows:




	 	6.08	 	Distributions Pursuant to Qualified Domestic Relations Orders.
	 
	 	 	 	Notwithstanding anything to the contrary in this Plan, a “qualified domestic
relations order”, as defined in Code Section 414(p), may provide that any amount to
be distributed to an alternate payee may be distributed immediately in a single lump
sum or single life annuity even though the Participant is not yet entitled to a
distribution under the Plan. The intent of this Section is to provide for the
distribution of benefits to an alternate payee as permitted by Treasury Regulation
1.041(a)-13(g)(3).





25.




          Effective
January 1, 2005, the following employers shall be added to paragraph
IV(A) of Schedule B as follows:



	 	 	 
	Name	 	Acquisition Date
	NAPA Hawaiian Warehouse, Inc.

	 	November 1, 2003






*********




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



 









 





     IN WITNESS WHEREOF, Genuine Parts Company, acting through 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:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Date:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest: