EX-10.29 AMENDMENT NO. 5 TO TAX DEFERRED SAVINGS



 






EXHIBIT 10.29




AMENDMENT NUMBER FIVE TO THE

GENUINE PARTS COMPANY

TAX-DEFERRED SAVINGS PLAN




     This Amendment to the Genuine Parts Company Tax-Deferred Savings 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 Tax-Deferred Savings Plan (the
“Plan”), and such Plan is currently in effect;



     WHEREAS, the Company desires to amend the Plan; and



     WHEREAS, pursuant to Section 7.01 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 January 1, 2006, Section 3.01(b) is deleted in its entirety and a new Section
3.01(b) is hereby substituted in lieu thereof as follows:




	 	“(b)	 	Completion of Election Form. A Key Employee may participate in the
Plan after delivering a properly completed and signed Election Form to the Committee.
The Election Form shall be signed and delivered to the Committee no later than the date
that is six months before the end of the performance period, provided that in no event
may such Election Form be made after such Bonus has become both substantially certain
to be paid and readily ascertainable. The Key Employee’s participation in the Plan
will be retroactively effective as of the first day of the calendar year during the
Committee receives the Key Employee’s Election Form.”





2.




     Effective January 1, 2005, Section 3.01(d) is deleted in its entirety and a new Section
3.01(d) is hereby substituted in lieu thereof as follows:




	 	“(d)	 	Voluntary Termination of Election Form. A Participant may not
terminate his or her Election Form. Such Election Form shall be irrevocable.
Notwithstanding the above provisions, a Participant shall have the right to terminate
his or her Election Form for the calendar year 2005; provided that such termination is
made prior to December 31, 2005 and the amounts subject to the termination are
includible in the income of the Participant in the taxable year in which the amounts
are deemed “earned and vested” under Treas. Reg. §1.409A-6(a)(2). ”




 









 











3.




       Effective January 1, 2006, Section 3.01(e) is deleted in its entirety and a new Section
3.01(e) is hereby substituted in lieu thereof as follows:




	 	“(e)	 	Continuation of Election Form. An Election Form shall be irrevocable.
However, a Participant shall have the right to execute a new Election Form to defer
future Bonus attributable to the Participant’s employment for any subsequent calendar
year. Such new Election Form shall be effective no later than the date that is six
months before the end of the performance period. If the Participant fails to execute a
new Election Form prior to such date, the Participant’s Election Form in effect during
the previous calendar year shall continue in effect during the new calendar year and
become irrevocable no later than the date that is six months before the end of the
performance period.”





4.




       Effective January 1, 2005, Section 4.03(a) is deleted in its entirety and a new Section
4.03(a) is hereby substituted in lieu thereof as follows:




	 	“(a)	 	Payment Election. Payment of Plan benefits shall commence on the date
the Participant selects on the Election Form. Any date selected by the Participant
must be at least two calendar years following the date the Bonus would ordinarily be
paid. Notwithstanding the above provisions, a Participant’s Account shall commence to
be distributed on the first day of the seventh month following the Participant’s
Termination of Service with the Company. For example, if a Participant has a
Termination of Service on January 12, payment of plan benefits shall commence on August
1 (the first day of the seventh month following January 12).”





***************




     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 effective as of the date the Amendment is executed below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PENSION AND BENEFITS COMMITTEE	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

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	Attest:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
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	Date:
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 	 	 






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