<PAGE>

                                                                   EXHIBIT 10.54

                              GENUINE PARTS COMPANY

                                   PENSION PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001
                       UNLESS OTHERWISE SPECIFIED HEREIN)

<PAGE>

                              GENUINE PARTS COMPANY

                                  PENSION PLAN

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
ARTICLE I - INTRODUCTION                                                                                 1

1.01 HISTORY OF THE PLAN                                                                                 1
1.02 NEW PLAN                                                                                            1
1.03 EFFECTIVE DATE                                                                                      1
1.04 ACCRUED BENEFITS UNDER THIS PLAN AND UNDER PRIOR PLAN                                               1
1.05 PURPOSE                                                                                             1

ARTICLE II - DEFINITIONS                                                                                 2

2.01 ACCRUED BENEFIT                                                                                     2
2.02 ACT OR ERISA                                                                                        3
2.03 ACTUARIAL EQUIVALENT                                                                                3
2.04 ACTUARY                                                                                             4
2.05 AFFILIATE                                                                                           4
2.06 ANNUITY STARTING DATE                                                                               4
2.07 ANTICIPATED SOCIAL SECURITY BENEFIT                                                                 5
2.08 AUTHORIZED ABSENCE                                                                                  6
2.09 AVERAGE EARNINGS                                                                                    6
2.10 BENEFICIARY                                                                                         6
2.11 BOARD                                                                                               7
2.12 BREAK IN SERVICE                                                                                    7
2.13 CODE                                                                                                7
2.14 COMPANY                                                                                             7
2.15 CONTRIBUTIONS                                                                                       7
2.16 CREDITED SERVICE                                                                                    7
2.17 DELAYED RETIREMENT DATE                                                                             9
2.18 EARNINGS                                                                                            9
2.19 EARLIEST RETIREMENT AGE                                                                             9
2.20 EARLY RETIREMENT DATE                                                                               9
2.21 EFFECTIVE DATE                                                                                      9
2.22 ELIGIBLE EMPLOYEE                                                                                   9
2.23 EMPLOYEE                                                                                           10
2.24 EMPLOYER                                                                                           10
2.25 EMPLOYMENT                                                                                         10
2.26 FIDUCIARY                                                                                          10
2.27 FUND                                                                                               11
2.28 HIGHLY COMPENSATED EMPLOYEE                                                                        11
2.29 HOURS OF SERVICE                                                                                   11
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                     <C>
2.30 INSURER                                                                                            12
2.31 NORMAL RETIREMENT AGE                                                                              12
2.32 NORMAL RETIREMENT DATE                                                                             12
2.33 PARTICIPANT                                                                                        12
2.34 PARTICIPATING EMPLOYER                                                                             12
2.35 PENSION AND BENEFITS COMMITTEE OR COMMITTEE                                                        12
2.36 PERMANENT DISABILITY                                                                               13
2.37 PLAN                                                                                               13
2.38 PLAN ADMINISTRATOR OR ADMINISTRATOR                                                                13
2.39 PLAN YEAR                                                                                          13
2.40 PREDECESSOR PLANS                                                                                  13
2.41 PRE-RETIREMENT SURVIVOR ANNUITY                                                                    14
2.42 PRIOR PLAN                                                                                         14
2.43 RETIREMENT                                                                                         14
2.44 RETIREMENT INCOME                                                                                  14
2.45 SPOUSE                                                                                             14
2.46 TERMINATION DATE                                                                                   14
2.47 TREASURY REGULATIONS                                                                               15
2.48 TRUST OR TRUST AGREEMENT OR TRUST FUND OR FUND                                                     15
2.49 TRUSTEE                                                                                            15
2.50 VESTING SERVICE                                                                                    15
2.51 DEFINED TERMS                                                                                      16

ARTICLE III - PARTICIPATION                                                                             17

ARTICLE IV - RETIREMENT DATES AND BENEFITS                                                              19

4.01 NORMAL RETIREMENT                                                                                  19
4.02 EARLY RETIREMENT                                                                                   20
4.03 PERMANENT DISABILITY                                                                               21
4.04 DELAYED RETIREMENT                                                                                 22
4.05 TERMINATION OF EMPLOYMENT                                                                          23
4.06 SUSPENSION OF BENEFITS                                                                             25
4.07 REDUCTION OF BENEFIT IN CERTAIN CASES                                                              26
4.08 INCREASE IN BENEFITS FOR RETIRED PARTICIPANTS                                                      27
4.09 MINIMUM BENEFIT OF PRIOR PLANS                                                                     28
4.10 CHANGE IN CONTROL                                                                                  28

ARTICLE V - DEATH BENEFITS                                                                              31

5.01 PRE-RETIREMENT SURVIVOR ANNUITY                                                                    31
5.02 GPC DEATH BENEFIT PLAN                                                                             32
5.03 DEATH AFTER NORMAL RETIREMENT DATE BUT PRIOR TO DELAYED RETIREMENT DATE                            32
5.04 DEATH ON OR AFTER THE ANNUITY STARTING DATE                                                        33
5.05 PURCHASE OF INSURANCE POLICIES                                                                     33
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                     <C>
5.06 LUMP SUM DISTRIBUTION TO BENEFICIARY                                                               34
ARTICLE VI - OPTIONAL FORMS OF RETIREMENT INCOME                                                        35

6.01 AUTOMATIC FORMS OF PAYMENT                                                                         35
6.02 OPTIONAL FORMS OF PAYMENT                                                                          35
6.03 SPECIAL DISTRIBUTION RULES                                                                         38
6.04 SMALL PAYMENTS                                                                                     39
6.05 APPLICATION FOR COMMENCEMENT OF BENEFITS                                                           40
6.06 MISCELLANEOUS                                                                                      40
6.07 DIRECT ROLLOVER                                                                                    40
6.08 DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS                                      42

ARTICLE VII - METHOD OF FINANCING                                                                       43

7.01 ESTABLISHMENT OF TRUST FUND                                                                        43
7.02 EMPLOYER CONTRIBUTIONS                                                                             43
7.03 PARTICIPANT CONTRIBUTIONS                                                                          43
7.04 MISCELLANEOUS                                                                                      43

ARTICLE VIII - ADMINISTRATION OF THE PLAN                                                               45

8.01 NAMED FIDUCIARIES                                                                                  45
8.02 BOARD OF DIRECTORS                                                                                 45
8.03 TRUSTEE(S)                                                                                         46
8.04 INSURER                                                                                            46
8.05 PENSION AND BENEFITS COMMITTEE                                                                     46
8.06 STANDARD OF FIDUCIARY DUTY                                                                         49
8.07 INDEMNIFICATION OF COMMITTEE                                                                       49
8.08 CLAIMS PROCEDURE                                                                                   49
8.09 APPOINTMENT OF INVESTMENT MANAGER                                                                  51

ARTICLE IX - AMENDMENT AND TERMINATION                                                                  52

9.01 AMENDMENT OF THE PLAN                                                                              52
9.02 TERMINATION OF THE PLAN                                                                            52
9.03 RESTRICTION ON CERTAIN BENEFITS AND DISTRIBUTIONS                                                  54
9.04 ADOPTION OF THE PLAN BY A PARTICIPATING EMPLOYER                                                   56

ARTICLE X - MISCELLANEOUS                                                                               59

10.01 HEADINGS                                                                                          59
10.02 GOVERNING LAW                                                                                     59
10.03 SPENDTHRIFT CLAUSE                                                                                59
10.04 LEGALLY INCOMPETENT, MINORS                                                                       59
10.05 DISCRIMINATION                                                                                    60
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                     <C>
10.06 CLAIMS                                                                                            60
10.07 COMPLIANCE WITH APPLICABLE LAWS                                                                   60
10.08 MERGER                                                                                            60
10.09 FORFEITURE OF BENEFITS WHERE RECIPIENT CANNOT BE LOCATED                                          60
10.10 QUALIFIED MILITARY SERVICE                                                                        61
10.11 USE OF ELECTRONIC MEDIA                                                                           61

ARTICLE XI - RESERVED                                                                                   62

ARTICLE XII - TOP HEAVY RULES                                                                           63

12.01 GENERAL RULE                                                                                      63
12.02 DEFINITIONS                                                                                       63
12.03 MINIMUM ACCRUED BENEFIT                                                                           64
12.04 FORM OF BENEFIT                                                                                   65
12.05 NONFORFEITABILITY OF EMPLOYER TOP-HEAVY CONTRIBUTION                                              65
12.06 MINIMUM VESTING                                                                                   65
12.07 COMBINED PLAN LIMITATION FOR TOP HEAVY YEARS REPEALED                                             66

ARTICLE XIII - MAXIMUM BENEFITS                                                                         67

13.01 GENERAL RULE                                                                                      67
13.02 COMBINED PLAN LIMITATIONS                                                                         67
13.03 DEFINITIONS                                                                                       67

ARTICLE XIV - HIGHLY COMPENSATED EMPLOYEES                                                              69

14.01 IN GENERAL                                                                                        69
14.02 HIGHLY COMPENSATED EMPLOYEES                                                                      69
14.03 FORMER HIGHLY COMPENSATED EMPLOYEE                                                                69
14.04 DEFINITIONS                                                                                       69
14.05 OTHER METHODS PERMISSIBLE                                                                         70

ARTICLE XV - EGTRRA AMENDMENTS                                                                          72

15.01 BACKGROUND                                                                                        72
15.02 LIMITATIONS ON BENEFITS                                                                           72
15.03 INCREASE IN COMPENSATION LIMIT                                                                    74
15.04 MODIFICATION OF TOP-HEAVY RULES                                                                   74
15.05 DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS                                                            76
SCHEDULE A                                                                                              78
SCHEDULE B                                                                                              81
SCHEDULE C                                                                                              92
SCHEDULE D                                                                                              93
</TABLE>

                                       -iv-

<PAGE>

                              GENUINE PARTS COMPANY
                                  PENSION PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

                                    ARTICLE I

                                  INTRODUCTION

1.01     History of the Plan. Prior to January 1, 1984, the Company maintained
         the Predecessor Plans covering different groups of its employees.
         Effective January 1, 1984, the Predecessor Plans were merged together
         in accordance with Code Section 414(l) to form the Genuine Parts
         Company Pension Plan (the "1984 Restatement"). The 1984 Restatement was
         subsequently amended and restated effective January 1, 1989 (the "Prior
         Plan").

1.02     New Plan. Effective January 1, 2001, the Prior Plan is continued in an
         amended and restated form as set forth in its entirety in this document
         for the purpose of complying with the provisions of the Employee
         Retirement Income Security Act of 1974 as amended and maintaining
         qualification under Section 401(a) of the Internal Revenue Code of
         1986, as amended.

1.03     Effective Date. The Plan shall be effective January 1, 2001 except as
         otherwise provided herein.

1.04     Accrued Benefits Under This Plan and Under Prior Plan. Only
         Participants who earn an Hour of Service after the Effective Date shall
         have their Accrued Benefit determined under the provisions of this
         Plan. All other Participants shall have their Accrued Benefit
         determined in accordance with the terms and provisions of the Prior
         Plan. However, all Participants who have an Accrued Benefit under the
         Plan or Prior Plan shall receive a distribution of their Accrued
         Benefit in accordance with this Plan.

1.05     Purpose. The purpose of this Plan (and the Trust Agreement) is to
         reward the loyal and efficient services of the Employees and to
         stimulate in them an interest in the successful operation of the
         Company's business by providing the benefits of a qualified retirement
         plan. This Plan shall be maintained for the exclusive benefit of the
         Participants and their Beneficiaries and shall be administered and
         interpreted in accordance with such purpose.

<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

2.01     Accrued Benefit.

         (a)      In General. For purposes of this Plan, the term "Accrued
                  Benefit" shall mean the Participant's Projected Retirement
                  Income multiplied by a fraction. The numerator of the fraction
                  is the Participant's actual months of Credited Service. The
                  denominator of the fraction is the Participant's months of
                  Projected Credited Service. Projected Credited Service is the
                  sum of the Participant's actual months of Credited Service
                  plus Credited Service for future years and months assuming the
                  Participant had continued in Employment until his or her
                  Normal Retirement Date. The Projected Retirement Income of a
                  Participant with fifteen or more years of Projected Credited
                  Service is the Participant's Retirement Income as determined
                  in Section 4.01(b) based on the Participant's Projected
                  Credited Service (as defined above) and based on the
                  Participant's Average Earnings as of the date the
                  Participant's Accrued Benefit is determined. The Projected
                  Retirement Income of a Participant with less than fifteen
                  years of Projected Credited Service is the Participant's
                  Retirement Income as determined in Section 4.01(c), based on
                  the Participant's Projected Credited Service (as defined
                  above) and based on the Participant's Average Earnings as of
                  the date the Participant's Accrued Benefit is determined.

                  This Section 2.01(a) shall be effective on January 1, 1989;
                  provided, however, that the Participant's Accrued Benefit
                  under this Plan as of January 1, 2001 shall be no less than
                  the Participant's Accrued Benefit under the terms of the Prior
                  Plan.

         (b)      $200,000 Earnings Limit. Effective January 1, 1989, the Plan
                  must limit Earnings during a Plan Year (including Plan Years
                  before and after January 1, 1989) to $200,000, adjusted
                  annually as provided in Code Section 401(a)(17).
                  Notwithstanding the $200,000 limit, a Participant's Accrued
                  Benefit shall not be less than the Participant's Accrued
                  Benefit as of December 31, 1988 (determined without regard to
                  the new $200,000 limit).

         (c)      $150,000 Earnings Limit. Effective January 1, 1994, the Plan
                  must limit Earnings during a Plan Year (including Plan Years
                  before and after January 1, 1994) to $150,000, adjusted
                  annually as provided in Code Section 401(a)(17).
                  Notwithstanding the $150,000 limit, a Participant's Accrued
                  Benefit shall not be less than the greater of:

                                      -2-

<PAGE>

                  (1)      the Participant's Accrued Benefit as of December 31,
                           1993, (determined without regard to the new $150,000
                           limit but after application of the $200,000 limit of
                           paragraph (b)) plus the Participant's Accrued Benefit
                           earned after December 31, 1993 (determined with the
                           $150,000 limit); or,

                  (2)      the Participant's Accrued Benefit for all years of
                           Credited Service both before and after December 31,
                           1993 (determined with the $150,000 limit).

2.02     Act or ERISA shall mean Public Law No. 93-406, the Employee Retirement
         Income Security Act of 1974, as the same may be amended from time to
         time.

2.03     Actuarial Equivalent shall mean a benefit of equivalent value computed
         in accordance with the actuarial assumptions described below.

         (a)      The UP 1984 Mortality Table without any adjustments.

         (b)      An effective annual interest rate of 8%, except that for
                  purposes of calculating single sum values, the rate shall be
                  determined under 2.03(c) below.

         (c)      Lump Sum Distributions Before April 1, 1995. For purposes of
                  computing single sum values, the interest rate shall be the
                  interest rate which would be applied by the Pension Benefit
                  Guaranty Corporation for purposes of determining the present
                  value of the Participant's benefits under the Plan if the Plan
                  had terminated on January 1 of the applicable Plan Year with
                  insufficient assets to provide benefits guaranteed by the
                  Pension Benefit Guaranty Corporation on that date.

                  Lump Sum Distributions After April 1, 1995. Notwithstanding
                  the preceding paragraph, for lump sum distributions made on or
                  after April 1, 1995, a lump sum distribution will be
                  determined based on the Applicable Mortality Table and the
                  Applicable Interest Rate as defined immediately below:

                  (1)      Applicable Mortality Table. The term "Applicable
                           Mortality Table" means the table prescribed by the
                           Secretary of the Treasury based on the prevailing
                           Commissioner's Standard Table (described in Section
                           807(d)(6)(A) of the Internal Revenue Code) used to
                           determine reserves or group annuity contracts issued
                           on the date as of which present value is being
                           determined (without regard to any other subparagraph
                           of Section 807(d)(5) of the Internal Revenue Code).

                                      -3-

<PAGE>

                  (2)      Applicable Interest Rate.

                           (i)      For lump sum distributions made on or after
                                    April 1, 1995, the term "Applicable Interest
                                    Rate" means the annual rate of interest on
                                    30-year Treasury securities for the month of
                                    December that precedes the beginning of the
                                    Plan Year in which such distribution occurs.
                                    (Note that the December rates are published
                                    in January).

                           (ii)     For lump sum distributions made on or after
                                    January 1, 2000, the term "Applicable
                                    Interest Rate" means 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 such
                                    distribution occurs. (Note that the October
                                    rates are published in November.)

                           (iii)    Special Rule for Annuity Starting Dates
                                    During Calendar Year 2000. For any
                                    Participant whose Annuity Starting Date
                                    occurs on or after January 1, 2000 but prior
                                    to January 1, 2001, the term "Applicable
                                    Interest Rate" will be either (a) or (b)
                                    which follow, whichever results in the
                                    larger distribution: (a) the rate in
                                    2.03(c)(2)(ii) above; or (b) the annual rate
                                    of interest on the 30-year Treasury
                                    securities for the month of December that
                                    precedes the beginning of the Plan Year in
                                    which such distribution occurs. (Note that
                                    the December rates are published in
                                    January.)

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

2.04     Actuary shall mean an Actuary selected by the Company (or a firm of
         Actuaries) who is enrolled under Subtitle C of Title III of the Act.

2.05     Affiliate shall mean the Company and any corporation which is a member
         of a controlled group of corporations (as defined in Code Section
         414(b)) which includes the Company; any trade or business which is
         under common control (as defined in Code Section 414(c)) with the
         Company; any organization which is a member of an affiliated service
         group (as defined in Code Section 414(m)) which includes the Company;
         and any other entity required to be aggregated with the Company
         pursuant to regulations under Code Section 414(o).

2.06     Annuity Starting Date shall mean the earliest of the following dates:

                                      -4-

<PAGE>

         (i)      For Participants who terminate their Employment and commence
                  to receive Retirement Income under Section 4.01, the
                  Participants' Normal Retirement Date;

         (ii)     For Participants who terminate their Employment and commence
                  to receive Retirement Income under Section 4.02, the
                  Participants' Early Retirement Date;

         (iii)    For Participants who terminate their Employment and commence
                  to receive Retirement Income under Section 4.04, the
                  Participants' Delayed Retirement Date; and

         (iv)     For Participants who terminate their Employment with less than
                  15 years of Credited Service and are therefore entitled to a
                  Retirement Income under Section 4.05, the Participants' Normal
                  Retirement Date.

2.07     Anticipated Social Security Benefit shall mean the estimated monthly
         primary insurance amount which is or will become payable to a
         Participant at the Participant's Social Security Retirement Age (as
         defined in Code Section 415(b)(8)), based on the Social Security Act in
         effect on the date of determination of the benefit, without taking into
         account any undetermined future automatic adjustments in (i) benefits
         and (ii) the contribution and benefit base, and on uniform rules
         adopted by the Committee, assuming:

         (a)      that his Earnings at date of determination of his benefit
                  under the Plan remains in effect thereafter to his Social
                  Security Retirement Age; and

         (b)      the earnings test for purposes of determining eligibility for
                  the Social Security benefit shall not apply.

         The Anticipated Social Security Benefit shall become fixed as of the
         Participant's Retirement, or, if earlier, the date on which his
         Employment terminates (most recent date of termination for a reemployed
         employee).

         In determining a Participant's Anticipated Social Security Benefit, the
         Committee shall estimate the Participant's compensation for all years
         prior to the Participant's Termination Date. The Participant's
         estimated compensation shall be determined by applying a salary scale
         (six percent (6%) per annum), projected backwards, to the Participant's
         Earnings at the time of the Participant's Termination Date.

         Each Participant shall have the right to have his Anticipated Social
         Security Benefit computed on the basis of the Participant's actual
         salary history instead of using the Participant's estimated
         compensation. If the Participant supplies his actual salary history
         within a reasonable period of time following the Participant's
         Termination Date or, if later, following the date the Participant
         receives notice of

                                      -5-

<PAGE>

         his right to supply actual salary history, the Participant's Retirement
         Income will be adjusted based on the Participant's actual salary
         history.

         After the Participant's Termination Date, the Plan Administrator shall
         notify the Participant of his right to supply actual salary history and
         the financial consequences of failing to provide such salary history.
         Such notice shall state that actual salary history can be obtained from
         the Social Security Administration. In addition, the Plan Administrator
         shall provide written notice to each Participant of the right to supply
         actual salary history at the time a summary plan description is
         provided to the Participant.

2.08     Authorized Absence shall mean any temporary layoff or any absence
         authorized by the Employer under the Employer's standard personnel
         practices provided that all persons under similar circumstances must be
         treated alike in the granting of such Authorized Leaves of Absence and
         provided further that the Participant returns within the period of
         authorized absence. An absence due to service in the Armed Forces of
         the United States shall be considered an Authorized Absence to the
         extent required by federal law. Employees on Authorized Absence will be
         deemed to be in active Employment for purposes of Vesting Service (but
         not for other purposes).

2.09     Average Earnings shall mean the average of the Participant's monthly
         Earnings for the highest five (5) calendar years of Employment out of
         the last complete ten (10) calendar years of Employment (or during
         total Employment if less) immediately preceding the Participant's
         Termination Date. Average Earnings shall be determined by dividing the
         total Earnings received by the Participant during the appropriate five
         (5) year calendar year period by the Participant's number of months of
         Credited Service during such five (5) year calendar period. If the
         Participant's Earnings in the calendar year in which the Participant
         terminates Employment will increase the Participant's Average Earnings,
         such Earnings shall be counted as part of the Participant's ten (10)
         complete calendar years of Employment. Although a partial calendar year
         of Earnings may be used as described in the proceeding sentence, if a
         Participant has 60 or more months of Credited Service in the Plan,
         Average Earnings shall be computed by dividing by 60 months.

2.10     Beneficiary shall have the following meaning:

         (a)      Unmarried Participants, may designate any individual(s),
                  trust(s), estate(s), partnership(s), corporation(s) or other
                  entity or entities as Beneficiaries 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. 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

                                      -6-

<PAGE>

                  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 and the Participant has not designated a
                  contingent Beneficiary, 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 Sections
                  5.03 and 6.02 for limited circumstances where a Participant
                  can (with spousal consent) designate a non-spouse Beneficiary.

                  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.

2.11     Board shall mean the Board of Directors of the Company.

2.12     Break in Service shall occur if the Employee ceases to be employed
         by the Employer and does not resume employment for seven or more
         consecutive years.

2.13     Code shall mean the Internal Revenue Code of 1986, as amended. A
         reference to a specific provision of the Code shall include such
         provision and any applicable Treasury Regulation pertaining thereto.

2.14     Company shall mean Genuine Parts Company and its successors or assigns
         who adopt this Plan.

2.15     Contributions shall mean the Employer contributions to the Fund made in
         accordance with Article VII.

2.16     Credited Service shall mean the number of years of service as an
         Employee of Employer (with proportionate allowance for fractional
         years) both before and after the Effective Date which shall be measured
         in accordance with the following rules:

                                      -7-

<PAGE>

         (a)      Except as provided below, an Eligible Employee shall receive
                  Credited Service for the elapsed time of his Employment from
                  the date on which the Employee first performs an Hour of
                  Service for the Employer to his Termination Date. If an
                  Eligible Employee has a Termination Date and is subsequently
                  rehired, such Eligible Employee shall again receive Credited
                  Service (subject to the Break in Service rules set forth
                  below) beginning on the date of the Eligible Employee's first
                  Hour of Service on or after his reemployment and ending on his
                  subsequent Termination Date.

         (b)      Credited Service shall not include any period of Employment
                  which precedes a Break in Service if as of the first day of
                  the Break in Service, the Eligible Employee is not entitled to
                  a nonforfeitable Retirement Income under Section 4.05.

         (c)      Credited Service shall not include any period of service as an
                  Eligible Employee of Employer during which an Employee is a
                  member of a collective bargaining unit whose Eligible
                  Employees are covered by a retirement or pension plan to which
                  Employer contributes (other than this Plan) except to the
                  extent provided in 4.07.

         (d)      Credited Service shall not include any period of Employment
                  with a Participating Employer prior to its designation as a
                  Participating Employer or any period of employment with a
                  predecessor business prior to its acquisition by Employer
                  except to the extent provided in Schedules A and B. Also, see
                  Section 4.07 for an offset that may apply when Credited
                  Service is granted for prior employment.

         (e)      Credited Service shall not include any period of service in
                  the military; except to the extent such service is required to
                  be credited under applicable federal law.

         (f)      Credited Service shall not be reduced or discontinued merely
                  because the Participant attains his Normal Retirement Age.

         (g)      An Eligible Employee who has a Permanent Disability before
                  January 1, 2000 will continue to earn Credited Service
                  following such Permanent Disability until the earlier of (1)
                  the date his Permanent Disability ends; or (2) the date he
                  attains Normal Retirement Age. An Employee who becomes
                  Permanently Disabled on or after January 1, 2000 will continue
                  to earn Credited Service following such Permanent Disability
                  until the earlier of (1) the date his Permanent Disability
                  ends; or (2) the last day of the month following the second
                  anniversary of the date his Permanent Disability began.

                                      -8-

<PAGE>

2.17     Delayed Retirement Date shall mean for a Participant who continues his
         Employment beyond his Normal Retirement Date, the first day of the
         month coincident with or immediately following such Participant's
         termination of Employment.

2.18     Earnings shall be determined in accordance with the following rules:

         (a)      Except as provided below, Earnings means the Participant's
                  total compensation including wages, salaries, certain welfare
                  benefits (vacation, bereavement, short term disability, and
                  workers compensation make up), back pay awarded pursuant to an
                  EEOC dispute (but not other types of EEOC disputes), and other
                  amounts received for personal services actually rendered in
                  the course of Employment (including commissions, overtime and
                  bonuses). However, Earnings shall NOT include reimbursements
                  or other expense allowances, fringe benefits (cash and non
                  cash), moving expenses, awards, prizes, referral bonuses,
                  deferred compensation (including any amounts deferred or paid
                  under the Tax Deferred Savings Plan) and all welfare benefits
                  other than those listed in the previous sentence. Earnings
                  SHALL include any compensation which is not includible in the
                  Participant's gross income by reason of Code Section 402(a)(8)
                  (Employee pre-tax contributions to the Genuine Partnership
                  Plan), Code Section 125 (Employee salary deferrals under the
                  Genuine Parts Company Section 125 Plan), and Code Sections
                  402(h), 457(b) and 414(h)(2).

         (b)      During a Plan Year, Earnings may not exceed the dollar
                  limitation of Code Section 401(a)(17) as adjusted from time to
                  time ($170,000 in 2001, $200,000 in 2002).

2.19     Earliest Retirement Age shall mean the Participant's Normal Retirement
         Date. However, if the Participant has 15 or more years of Credited
         Service, the Participant's Earliest Retirement Age shall be the first
         day of the month coincident with or immediately following the date the
         Participant attains (or would have attained) his Early Retirement Date.

2.20     Early Retirement Date shall mean the first day of the month coincident
         with or immediately following the day on which the Participant (i)
         completes fifteen (15) years of Credited Service and has attained age
         fifty-five (55) and (ii) actually terminates his Employment.

2.21     Effective Date shall mean January 1, 2001.

2.22     Eligible Employee shall mean, except for those Employees identified in
         the following sentence, all Employees employed by the Employer. The
         following Employees shall not be considered Eligible Employees:

                                      -9-

<PAGE>

         (i)      any Employee included in a collective bargaining unit for
                  which a labor organization is recognized as collective
                  bargaining agent unless such Employee has been designated by
                  the Committee as an "Eligible Employee" for the purposes of
                  this Plan,

         (ii)     any Employee who is a nonresident alien and who does not
                  receive earned income from the Employer which constitutes
                  income from sources within the United States,

         (iii)    any person classified by the Employer as an independent
                  contractor for purposes of withholding and payment of
                  employment taxes, even if such person is later determined,
                  whether by the Employer or otherwise, to be a common law
                  Employee of the Employer;

         (iv)     any "leased employee" with respect to the Employer ("Leased
                  employee" shall mean any person, other than an Employee of the
                  Employer, who pursuant to an agreement between the Employer
                  and any other person ("leasing organization") has performed
                  services for the Employer (or for the Employer and related
                  persons determined in accordance with Code Section 414(n)(6))
                  on a substantially full-time basis for a period of at least
                  one year, and such services are performed under the primary
                  direction or control of the Employer).

2.23     Employee shall mean any person employed by or on Authorized Absence
         from the Employer, and any person who is a "leased employee" (as
         defined in the definition of "Eligible Employee") with respect to the
         Employer. However, if such "leased employees" constitute less than 20
         percent of the Employer's combined non-highly compensated work force,
         within the meaning of Code Section 414(n)(1)(C)(ii), the term
         "Employee" shall not include "leased employees" covered by a plan
         described in Code Section 414(n)(5).

2.24     Employer shall mean the Company and any Participating Employer. All
         Participating Employers are listed on Schedule A or Schedule B.

2.25     Employment shall mean the active service of an Employee with the
         Employer. Employment with a Participating Employer prior to its
         designation as a Participating Employer and employment with a
         predecessor business prior to its acquisition by Employer shall be
         counted as employment with the Employer only to the extent provided
         Schedules A or B.

2.26     Fiduciary shall mean a party named as a Fiduciary in Section 8.01. Any
         party shall be considered a fiduciary of the Plan only to the extent of
         the powers and duties specifically allocated to such party under the
         Plan.

                                      -10-

<PAGE>

2.27     Fund shall mean the money and other properties held and administered by
         the Trustee in accordance with the Plan and Trust Agreement. It is
         expressly intended that multiple trust funds may be established under
         this Plan, which together shall comprise the Fund hereunder. See
         definition of "Trust" and Schedule C.

2.28     Highly Compensated Employee. See Article XIV.

2.29     Hours of Service shall mean:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for performance of duties for an Employer or
                  Employers.

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by an Employer or Employers, on account of a period
                  of time during which no duties are performed (irrespective of
                  whether the employment relationship is terminated) due to
                  vacation, holiday, illness, incapacity (including disability),
                  layoff, jury duty, military duty, or an Authorized Absence;
                  provided that in no event, shall an Employee receive credit
                  for more than 501 Hours of Service for any single continuous
                  period of non-working time. However, no Hours of Service shall
                  be granted for any direct or indirect payment or for any
                  entitlement to payment if (i) such payment is made or due
                  under a plan maintained solely for the purpose of complying
                  with applicable worker's compensation laws, unemployment laws
                  or disability insurance laws or (ii) such payment is intended
                  to reimburse an employee for his or her medical or medically
                  related expenses.

         (c)      Each hour for which an Employee is on an Authorized Absence by
                  reason of: (i) the pregnancy of the Employee, (ii) birth of a
                  child of the Employee, (iii) placement of a child with the
                  Employee in connection with the adoption of the child by the
                  Employee, or (iv) caring for a child referred to in paragraphs
                  (i) through (iii) immediately following birth or placement.
                  Hours credited under this paragraph shall be credited at the
                  rate of 10 hours per day, 45 hours per week but shall not, in
                  the aggregate, exceed the number of hours required to prevent
                  the Employee from incurring a Break in Service under Code
                  Section 410(a)(5) (a maximum of 501 hours) during the first
                  computation period in which a Break in Service would otherwise
                  occur.

         (d)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by an Employer or
                  Employers.

         (e)      In lieu of the foregoing, an Employee who is not compensated
                  on an hourly basis (such as salary, commission or piecework
                  Employees) shall be credited with 45 Hours of Service for each
                  week (or ten Hours of Service for each day) in which such
                  Employee would be credited with

                                      -11-

<PAGE>

                  Hours of Service if hourly paid. However, this method of
                  computing Hours of Service may not be used for any Employee
                  whose Hours of Service is required to be counted and recorded
                  by any Federal Law, such as the Fair Labor Standards Act. Any
                  such method must yield an equivalency of at least 1,000 hours
                  per computation period.

         The following rules shall apply in determination of whether an Employee
         completes an "Hour of Service":

         1.       The same hours shall not be credited under subparagraphs (a),
                  (b) or (c) above, as the case may be, and subparagraph (d)
                  above; nor shall the same hours credited under subparagraphs
                  (a) through (d) above be credited under subparagraph (e)
                  above;

         2.       The rules relating to determining Hours of Service for reasons
                  other than the performance of duties and for crediting Hours
                  of Service to particular periods of employment shall be those
                  rules stated in Department of Labor Regulations Title 29,
                  Chapter XXV, Subchapter C, part 2530, Sections 200b2(b) and
                  200b2(c), respectively.

2.30     Insurer shall mean a legal reserve life insurance company which issues
         a policy of life insurance or a group annuity contract under the Plan.

2.31     Normal Retirement Age shall mean the Participant's 65th birthday or, if
         later, the fifth anniversary of the date the Participant commenced
         participation in the Plan.

2.32     Normal Retirement Date shall mean the first day of the month coincident
         with or next following the Participant's Normal Retirement Age.

2.33     Participant shall mean an Employee who becomes eligible to participate
         in the Plan as provided in Article III.

2.34     Participating Employer shall mean any corporation and any other entity
         that is designated by the Committee as a Participating Employer under
         the Plan. See Section 9.04 for provisions relating to a Participating
         Employer's adoption of this Plan. All Participating Employers, groups
         of employees designated as participating in the Plan by such
         Participating Employers (if not all employees), and the effective date
         of each Company's designation as a Participating Employer shall be
         specified in Schedule A or Schedule B. All Participating Employers in
         the Prior Plan as of this Plan's amendment and restatement shall
         automatically become a Participating Employer under this Plan.

2.35     Pension and Benefits Committee or Committee shall mean the Pension and
         Benefits Committee of the Company which is appointed by the Board or
         its designee to administer the Plan in accordance with the terms of
         Article VIII. The

                                      -12-

<PAGE>

         terms Pension Committee, Committee or Pension and Benefits Committee
         may be used interchangeably. This Section 2.37 shall be effective July
         1, 2001.

2.36     Permanent Disability shall mean a physical or mental condition of a
         Participant resulting from bodily injury, disease, or mental disorder
         which results in the Participant receiving long term disability
         benefits under The Genuine Parts Company Long Term Disability Plan. A
         Participant's Permanent Disability will end on the date the Participant
         is no longer receiving disability benefits under The Genuine Parts
         Company Long Term Disability Plan.

2.37     Plan shall mean the Genuine Parts Company Pension Plan as set forth in
         this document together with any subsequent amendments hereto.

2.38     Plan Administrator or Administrator shall mean the committee of persons
         appointed by the Board pursuant to Article VIII to administer the Plan.
         The committee of such persons shall also be known as the Pension and
         Benefits Committee and all references in the Plan to the Plan
         Administrator shall be deemed to apply to the Pension and Benefits
         Committee and vice versa. The committee of such persons is hereby
         designated as the "Administrator" of the Plan within the meaning of
         Section 3(16) of the Act and as the agent for the service of legal
         process for the purposes of Section 102(b) of the Act.

2.39     Plan Year shall be the calendar year.

2.40     Predecessor Plans shall mean the following qualified defined benefit
         plans established prior to January 1, 1984 for employees of the
         Company:

<TABLE>
<CAPTION>
          Name of Plan                                   Effective Date
          ------------                                   --------------
<S>                                                      <C>
Genuine Parts Company Pension Plan                          01/01/74

S. P. Richards Company Pension Plan                         01/01/56

General Automotive Parts Pension Plan                       01/01/64
         (which does not include union
         employees covered under the plan
         of Union Automotive Association of
         St. Louis, Inc. or any successor
         thereto)

Pension Plan for the Employees of                           01/01/65
         Standard Unit Parts Corporation
         (including Manco, Inc., an
         associate employer)
</TABLE>

                                      -13-

<PAGE>

<TABLE>
<S>                                                         <C>
Retirement Plan for Employees of                            01/01/63
         Balkamp, Inc. (which includes
         NAPA Headquarters employees)

Restated NAPA Des Moines Warehouse                          08/13/74
</TABLE>

2.41     Pre-Retirement Survivor Annuity shall have that meaning as defined
         in Section 5.01.

2.42     Prior Plan shall mean the Genuine Parts Company Plan as in effect on
         the day preceding the Effective Date.

2.43     Retirement shall mean the date the Participant actually ceases
         Employment for Early Retirement, Normal Retirement or Delayed
         Retirement, whichever is applicable.

2.44     Retirement Income shall mean any amount payable to or on behalf of a
         Participant, Beneficiary or Spouse in accordance with the provisions of
         the Plan.

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)      for purposes of Article V (Death Benefits) was married to the
                  Participant throughout the one-year period ending on the
                  Participant's death.

         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.

2.46     Termination Date shall mean the first to occur of the following events:

         (a)      Voluntary resignation from service of the Employer; or

         (b)      Discharge from the service of the Employer by the Employer; or

         (c)      Retirement; or

                                      -14-

<PAGE>

         (d)      Death; or

         (e)      Two weeks after the end of an Authorized Absence; or

         (f)      One year after an absence from work due to workers
                  compensation injury/accident; or

         (g)      Two years after an absence from work due to a Permanent
                  Disability; or

         (h)      The first anniversary of the date the Employee ceases
                  Employment for any reason not described above (e.g., vacation,
                  holiday, sickness, disability (but not Permanent Disability),
                  or layoff).

                  This definition shall be effective January 1, 2000.

2.47     Treasury Regulations shall mean regulations pertaining to certain
         Sections of the Code as issued by the Secretary of the Treasury.

2.48     Trust or Trust Agreement or Trust Fund or Fund shall refer to the Fund
         established pursuant to one or more agreements of trust entered into
         between the Employer and one or more trustees (sometimes referred to as
         sub-trusts), which governs the creation and maintenance of the Fund,
         and all amendments thereto which may hereafter be made. It is expressly
         intended that multiple sub-trusts may be established under this Plan,
         which together shall comprise the Trust Fund hereunder and that all of
         the sub-trusts shall be considered to be a single trust fund for
         purposes of Section 1.414(1)- 1(b)(1) of the Treasury Regulations. The
         term Trust Fund shall also be deemed to include any fund existing
         pursuant to any deposit administration or group annuity contract
         between the Company and/or the Trustee and an Insurer. Each trust
         agreement or contract with an Insurer established pursuant to this Plan
         shall be listed on Schedule C.

2.49     Trustee shall mean any institution or individual(s) who shall accept
         the appointment of the Committee to serve as Trustee pursuant to the
         Plan.

2.50     Vesting Service shall mean the number of whole years of service as an
         Employee of Employer (determined after aggregating partial years of
         service) both before and after the Effective Date which shall be
         measured in accordance with the following rules:

         (a)      Except as provided below, an Employee shall receive Vesting
                  Service for the elapsed time of his Employment from the date
                  on which the Employee first performs an Hour of Service for
                  the Employer to his Termination Date. If an Employee has a
                  Termination Date and is subsequently rehired, such Employee
                  shall again receive Vesting Service (subject to the Break in

                                      -15-

<PAGE>

                  Service rules set forth below) beginning on the date of the
                  Employee's first Hour of Service on or after his reemployment
                  and ending on his subsequent Termination Date.

         (b)      Vesting Service shall not include any period of Employment
                  which precedes a Break in Service if as of the first day of
                  the Break in Service, the Employee is not entitled to a
                  nonforfeitable Retirement Income under Section 4.05.

         (c)      Vesting Service shall not include any period of Employment
                  with a Participating Employer prior to its designation as a
                  Participating Employer or any period of employment with a
                  predecessor business prior to its acquisition by Employer
                  except to the extent provided in Schedules A and B.

         (d)      An Employee's service with an Affiliate shall be considered
                  Employment with the Employer.

         (e)      Vesting Service shall not include any period of service in the
                  military; except to the extent such service is required to be
                  credited under applicable federal law.

         (f)      An Employee who has a Permanent Disability before January 1,
                  2000 will continue to earn Vesting Service following such
                  Permanent Disability until the earlier of (1) the date his
                  Permanent Disability ends; or (2) the date he attains Normal
                  Retirement Age. An Employee who becomes Permanently Disabled
                  on or after January 1, 2000 will continue to earn Vesting
                  Service following such Permanent Disability until the earlier
                  of (1) the date his Permanent Disability ends; or (2) the last
                  day of the month following the second anniversary of the date
                  his Permanent Disability began.

2.51     Defined Terms. A defined term, such as "Retirement," will normally
         govern the definitions of derivatives therefrom, such as "Retire," even
         though such derivatives are not specifically defined and even if they
         are or are not initially capitalized. The masculine gender, where
         appearing in the Plan, shall be deemed to include the feminine gender,
         unless the context clearly indicates to the contrary. Singular and
         plural nouns and pronouns shall be interchangeable as the factual
         context may allow or require. The words "hereof," "herein," "hereunder"
         and other similar compounds of the word "here" shall mean and refer to
         the entire Plan and not to any particular provision or Section.

                                      -16-

<PAGE>

                                   ARTICLE III

                                  PARTICIPATION

3.01     Each Employee who was a Participant under the Prior Plan on the day
         prior to the Effective Date and who is employed by an Employer on the
         Effective Date shall participate in this Plan on the Effective Date.

3.02     After the Effective Date each Employee shall participate in the Plan on
         the first day (assuming the Participant is still an Employee on such
         date) to occur after such Employee attains age 21 and completes an
         eligibility computation period in which such Employee has 1,000 Hours
         of Service.

         An Employee's first eligibility computation period shall be the 12
         consecutive months following the commencement of his Employment. If the
         Employee fails to complete 1,000 Hours of Service during his first
         eligibility computation period, then his second eligibility computation
         period shall be the Plan Year which commences on the January 1
         following his initial date of hire. If an Employee shall fail to
         complete 1,000 Hours of Service during his second eligibility
         computation period, then each successive Plan Year shall be the
         eligibility computation period.

3.03     A Participant shall participate in the Plan for so long as the
         Participant remains an Employee. If a Participant ceases to be an
         Employee and is later rehired, he shall resume participation in the
         Plan as of the date of rehire.

3.04     Notwithstanding any other provision of the Plan, no Employee shall
         participate in the Plan during any period in which such Employee is a
         member of a collective bargaining unit whose Employees are covered by a
         retirement or pension plan to which Employer contributes (other than
         this Plan). If any Employee shall cease to be a member of such a
         collective bargaining unit and shall remain in the employ of Employer,
         then such Employee shall become a Participant in this Plan as of the
         first day of the month coinciding with or next following the earliest
         date on which such Employee has attained the age of 21 and completed a
         twelve month period of Employment during which such Employee has not
         less than 1,000 Hours of Service, and for such purpose all actual
         Employment of Employee shall be counted including employment during the
         period in which such Employee was a member of such bargaining unit. See
         Section 4.07 concerning reduction in benefits in certain cases in which
         Employment is counted as provided in the preceding sentence.

3.05     Participation in the Plan shall not give any Employee the right to be
         retained in the Employer's employ, nor shall any Employee, upon
         dismissal from or voluntary

                                      -17-

<PAGE>

         termination of his Employment, have any right or interest in the Fund,
         except as herein provided.

                                      -18-

<PAGE>

                                   ARTICLE IV

                          RETIREMENT DATES AND BENEFITS

4.01     Normal Retirement.

         (a)      A Participant who retires on his Normal Retirement Date 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.

         (b)      The monthly Retirement Income payable to a Participant who
                  retires on his Normal Retirement Date with 15 or more years of
                  Credited Service and who elects to receive his benefit in the
                  form of a Life Annuity Option shall be the greater of (A) and
                  (B) where:

                  (A)      is 30% of the Participant's Average Earnings; and

                  (B)      is the applicable percentage of the Participant's
                           Average Earnings on his Normal Retirement Date less
                           50% of the Participant's monthly Anticipated Social
                           Security Benefit. The applicable percentage of the
                           Participant's Average Earnings shall be determined by
                           the following table:

                                      -19-

<PAGE>

<TABLE>
<CAPTION>
Participant's Years
of Credited Service
   as of Normal                  Percentage of
  Retirement Date              Average Earnings
-------------------            ----------------
<S>                            <C>
15................                  40.0%
16................                  40.5%
17................                  41.0%
18................                  41.5%
19................                  42.0%
20................                  42.5%
21................                  43.0%
22................                  43.5%
23................                  44.0%
24................                  44.5%
25................                  45.0%
26................                  45.5%
27................                  46.0%
28................                  46.5%
29................                  47.0%
30................                  47.5%
31................                  48.0%
32................                  48.5%
33................                  49.0%
34................                  49.5%
35................                  50.0%
36................                  50.5%
37................                  51.0%
38................                  51.5%
39................                  52.0%
40................                  52.5%
41................                  53.0%
42................                  53.5%
43................                  54.0%
44................                  54.5%
45 or more........                  55.0%
</TABLE>

         (c)      Any Participant who retires on his Normal Retirement Date with
                  less than 15 years of Credited Service and who elects the Life
                  Annuity Option shall be entitled to a monthly Retirement
                  Income equal to 30% of the Participant's Average Earnings
                  multiplied by a fraction. The numerator of the fraction is the
                  Participant's months of Credited Service as of his Normal
                  Retirement Date, but not in excess of 180. The denominator of
                  the fraction is 180.

4.02     Early Retirement.

         (a)      Each Participant who has attained age 55 and who has completed
                  at least 15 years of Credited Service may elect early
                  retirement. A Participant who takes early retirement shall
                  receive a monthly Retirement Income in the form described in
                  Article VI beginning on his Early Retirement Date.

         (b)      The monthly Retirement Income payable to a Participant who
                  elects to begin receiving his Retirement Income prior to his
                  Normal Retirement Date shall be determined in the same manner
                  as his monthly Retirement Income would be determined under
                  Section 4.01, except that his Average Earnings and Credited
                  Service shall be calculated as of his Early Retirement Date.
                  Furthermore the Retirement Income computed above shall be
                  reduced by one-half of one percent (.005) for each complete

                                      -20-

<PAGE>

                  month that the Participant's Early Retirement Date precedes
                  his Normal Retirement Date.

         (c)      The Committee may from time to time provide in its sole
                  discretion that Participants who meet specified age and
                  service requirements (or other applicable requirements
                  established by the Committee) will be permitted to retire
                  during specified periods and will receive a retirement benefit
                  based on additional years of Credited Service and Vesting
                  Service, without the reduction described in paragraph (b)
                  above or based on other factors and adjustments as determined
                  by the Committee. The Committee's decision will be described
                  in Schedule E to this Plan. All such special retirements will
                  be communicated to the affected Participants but shall have no
                  effect to the extent such adjustments or other factors result
                  in a retirement benefit that adversely affects the qualified
                  status of the Plan under Code Section 401(a)(4).

4.03     Permanent Disability.

         (a)      This Section 4.03 shall apply to any Participant who is in
                  active Employment on or after January 1, 1993. Any Participant
                  who is not in active Employment with an Employer on or after
                  January 1, 1993, (including any Participant who is not in
                  active Employment on such date but who has a Termination Date
                  before, on, or after January 1, 1993) and who becomes
                  Permanently Disabled is governed by the provisions of the
                  Prior Plan and not this Plan.

         (b)      A Participant who prior to his cessation of active Employment:
                  (i) completes one year of Credited Service and (ii) becomes
                  Permanently Disabled shall be entitled to the provisions of
                  this Section 4.03. If a Participant has not completed one year
                  of Credited Service prior to his cessation of active
                  Employment, the Participant shall not be entitled to a
                  Retirement Income under this Plan. If the Participant becomes
                  Permanently Disabled after his cessation of active Employment,
                  the Participant's Retirement Income, if any, shall be
                  determined in accordance with Sections 4.01, 4.02 or 4.05.

         (c)      The monthly Retirement Income payable to a Participant who is
                  Permanently Disabled shall be determined in the same manner as
                  his monthly Retirement Income would be determined under
                  Section 4.01 assuming the Participant continued to earn
                  Credited Service (subject to the rules of Section 2.16(g)) and
                  Vesting Service (subject to the rules of Section 2.50(g)) and
                  assuming the Participant's Average Earnings as of the date of
                  his Permanent Disability remained unchanged.

                                      -21-

<PAGE>

         (d)      If a Participant has earned at least 15 years of Credited
                  Service and the Participant has attained age 55, the
                  Participant may elect to receive Disability Retirement
                  benefits prior to his Normal Retirement Date. If the
                  Participant receives benefits prior to his Normal Retirement
                  Date, his Retirement Income shall be computed as provided in
                  Section 4.05(d) including a reduction of the Participant's
                  Retirement Income for each complete month that the
                  Participant's Annuity Starting Date precedes his Normal
                  Retirement Date.

         (e)      If the Participant ceases to be Permanently Disabled prior to
                  the commencement of benefits under this Plan, the Participant
                  shall nevertheless receive Credited Service and Vesting
                  Service until the earlier of (i) the date the Participant
                  ceased to be Permanently Disabled or (ii) the date described
                  in Section 2.16(g) (definition of Credited Service) or Section
                  2.50(g) (definition of Vesting Service).

         (f)      If a Participant described in paragraph (b) dies prior to the
                  commencement of benefits under this Plan and while he is
                  Permanently Disabled, the Participant's Spouse shall be
                  entitled to a Spouse's benefit pursuant to Article V based
                  upon the Participant's Credited Service and Vesting Service
                  prior to his death and based on the Participant's Average
                  Earnings in effect prior to his Permanently Disability.

4.04     Delayed Retirement.

         (a)      After the Effective Date, any Participant who attains his
                  Normal Retirement Age may remain in the active employ of the
                  Employer beyond his Normal Retirement Age, provided, however,
                  that an Employee may not remain in the active employ of the
                  Employer if the Employer can, under the terms of the Age
                  Discrimination in Employment Act, require the Employee to
                  retire at his Normal Retirement Age and the Employer wishes
                  the Employee to do so.

         (b)      A Participant who retires on his Delayed Retirement Date is
                  entitled to receive a Retirement Income beginning on his
                  Delayed Retirement Date payable in monthly installments.

         (c)      The monthly Retirement Income payable at a Participant's
                  Delayed Retirement Date will be paid in the form described in
                  Article VI. Such Retirement Income shall be the greater of the
                  following amounts:

                  (i)      The Retirement Income payable to the Participant
                           determined in the same manner as his Normal
                           Retirement Income would be determined under Section
                           4.01, but using the Participant's Average

                                      -22-

<PAGE>

                           Earnings and Credited Service as of his Delayed
                           Retirement Date, or

                  (ii)     The Retirement Income the Participant would have
                           received assuming the Participant had retired on his
                           Normal Retirement Date actuarially increased from the
                           Participant's Normal Retirement Date to the
                           Participant's Delayed Retirement Date. For this
                           purpose, the Participant's Delayed Retirement Date
                           shall be deemed to be such Participant's birthday
                           which is coincident with or immediately preceding the
                           Participant's actual Delayed Retirement Date.

         (d)      The Retirement Income computed under Section 4.04(c) shall be
                  reduced by the Actuarial Equivalent of any Retirement Income
                  previously paid to the Participant under Section 6.03
                  (mandatory distributions after age 70-1/2) to the extent
                  permitted by Code Section 411(b)(1)(H)(iii)).

4.05     Termination of Employment.

         (a)      A Participant who terminates Employment with the Employer
                  prior to his Retirement and prior to the completion of three
                  years of Vesting Service shall not be entitled to receive any
                  Retirement Income under the Plan.

         (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 Normal Retirement Date (provided
                  he is then alive).

         (c)      The monthly Retirement Income payable to a Participant
                  described in Section 4.05(b) or to any Participant who makes
                  the election described in Section 4.05(d) shall equal the
                  product of (1) and (2), where:

                  (1)      is such Participant's Accrued Benefit as of his
                           Termination Date; and

                  (2)      is the applicable percentage based on completed
                           years of Vesting Service in accordance with the
                           following table:

                                      -23-

<PAGE>

<TABLE>
<CAPTION>
  Complete Years
of Vesting Service                 Percent of Monthly
at Termination Date                 Benefit Payable
-------------------                ------------------
<S>                                <C>
   Less than 3                             0%
       3                                  20%
       4                                  40%
       5                                  60%
       6                                  80%
   7 or more                             100%
</TABLE>

         (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 his
                  Normal 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 receive benefits under this paragraph
                  shall be in writing on such form as the Committee may
                  prescribe and shall be delivered to the Committee not later
                  than 60 days prior to the date such Participant desires
                  payments to commence in accordance with this paragraph.

         (e)      If a Participant terminates his Employment on account of
                  death, any benefit payable to the Participant's Beneficiary
                  shall be determined in accordance with Article V.

         (f)      A Participant who has a Termination Date prior to completing 3
                  years of Vesting Service shall, upon such Termination Date, be
                  deemed to have received an immediate lump sum payout of his or
                  her entire Accrued Benefit and the Participant's non-vested
                  Accrued Benefit shall be immediately forfeited. However, if
                  such Participant is rehired before incurring a Break in
                  Service, the Participant shall again be credited with the
                  Accrued Benefit previously forfeited.

                                      -24-

<PAGE>

4.06     Suspension of Benefits.

         (a)      This Section 4.06 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:

                  (1)      The Participant shall not be entitled to receive (if
                           payments were being made) during such period of
                           reemployment any Retirement Income to which the
                           Participant might otherwise be entitled to receive
                           under this Plan; provided, however, that Retirement
                           Income will not be suspended if it is anticipated
                           that the Participant will not normally accrue 1000
                           Hours of Service during a Plan Year after
                           reemployment;

                  (2)      The Participant shall be treated like any other
                           Participant who terminated Employment and was rehired
                           (ignoring the fact that he may have retired and was
                           receiving Retirement Income) and for all purposes
                           under the Plan shall be given credit for Credited
                           Service and Vesting Service earned after reemployment
                           and prior to his subsequent Termination Date. The
                           period during which he was retired or was not
                           employed by the Employer shall not be included as
                           Credited Service or Vesting Service.

                  (3)      If the Participant dies during the time of his
                           reemployment and such Employee had previously
                           received Retirement Income, then any death benefit
                           payable to the Participant's Beneficiary shall be
                           determined under the form of payment previously
                           elected by the Participant pursuant to Article VI,
                           after recomputing the Participant's Retirement Income
                           as described in subparagraph (4) below. If the
                           Participant had not previously received Retirement
                           Income, then any death benefit shall be determined
                           under Article V of the Plan (after recomputing the
                           Participant's Credited Service, Vesting Service and
                           Earnings before and after his reemployment). The
                           death benefits so determined shall be reduced by the
                           Actuarial Equivalent value of any Retirement Income
                           previously received by the Participant.

                  (4)      The Retirement Income payable on the Participant's
                           subsequent termination of Employment shall be made
                           under the form of payment in effect (if any) prior to
                           his reemployment and shall equal the greater of (i)
                           or (ii) below. However, a Participant's Accrued
                           Benefit earned after his Normal Retirement Age shall
                           not be offset

                                      -25-

<PAGE>

                           by more than the amounts permissible under Proposed
                           Treasury Regulation Section 1.411(b)-2(b)(4) or any
                           successor regulation thereto.

                           (i)      The Retirement Income payable to the
                                    Participant determined in accordance with
                                    Article IV based upon his Average Earnings
                                    before his prior termination of Employment
                                    and after his rehire (to the extent
                                    permitted under the definition of Average
                                    Earnings) and by aggregating his Credited
                                    Service and Vesting Service before his prior
                                    termination of Employment with his Credited
                                    Service and Vesting Service after his
                                    rehire. The Retirement Income so determined
                                    shall be reduced by the Actuarial Equivalent
                                    of any Retirement Income previously paid to
                                    the Participant.

                           (ii)     The monthly Retirement Income the
                                    Participant was receiving or was entitled to
                                    receive prior to his termination of
                                    Employment. However, if the Participant's
                                    Retirement Income was suspended during his
                                    period of reemployment and the Participant
                                    does not receive written notification of the
                                    suspension of benefits as required by
                                    regulations described in paragraph (b) below
                                    AND such reemployment included Hours of
                                    Service after the Participant's Normal
                                    Retirement Date, 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
                                    Retirement Income resumes.

         (b)      Conflict with Suspension of Benefit Regulations. In no event
                  shall the determination under this Section 4.06 as to when a
                  reemployed Participant's Retirement Income may be suspended be
                  less favorable to the Participant than the rules set forth in
                  Department of Labor Regulation Section 2530.203-3. In the
                  event of any conflict between the provisions of this Section
                  4.06 and said Regulation, the provisions of said Regulation
                  shall prevail.

4.07     Reduction of Benefit in Certain Cases.

         (a)      Notwithstanding any other provision of the Plan, any
                  Participant who reaches his Termination Date as an Eligible
                  Employee and who was during any period of his Employment a
                  member of a collective bargaining unit whose employees were,
                  during such period, covered by a retirement, pension plan or
                  group contract to which Employer contributed or is responsible
                  (other than this Plan) which is qualified or intended to
                  qualify

                                      -26-

<PAGE>

                  under Section 401(a) of the Code shall be entitled to a
                  Retirement Income computed in accordance with the following
                  rules:

                  (1)      Such Participant shall receive Credited Service and
                           Vesting Service for all actual service in the employ
                           of the Employer in accordance with the rules of
                           Section 2.16 (definition of Credited Service) and
                           Section 2.50 (definition of Vesting Service) and for
                           purposes of Section 2.16(c) there shall be included
                           as Credited Service any service during any period in
                           which such Participant was a member of a collective
                           bargaining unit whose employees were, during such
                           period, covered by a retirement or pension plan to
                           which Employer contributed (other than this Plan).

                  (2)      The amount of the benefit to which such Participant
                           is entitled shall be computed in accordance with
                           4.01, 4.02, 4.03, 4.04, 4.05 or Article V (whichever
                           is applicable), but shall be reduced on an Actuarial
                           Equivalent basis by 100% of the value of any
                           retirement, termination, disability, or death
                           benefits payable to such Participant from such other
                           retirement or pension plan which are attributable to
                           the contributions of Employer. The Committee shall be
                           empowered to adopt rules which shall be applied on a
                           uniform basis to all Employees similarly situated for
                           the determination of benefits under this Section
                           4.07.

         (b)      Any Participant who is granted Credited Service for benefit
                  accrual purposes for any period of employment with any
                  predecessor business prior to its acquisition by Employer or
                  during any period of employment with a Participating Employer
                  prior to its designation as a Participating Employer shall be
                  entitled to a benefit the amount of which shall be computed in
                  accordance with 4.0l, 4.02, 4.03, 4.04, 4,05 or Article V
                  (whichever is applicable) but shall be reduced on an Actuarial
                  Equivalent basis by 100% of the value of any retirement,
                  termination, disability, or death benefits received or payable
                  from the pension or retirement plan of such predecessor
                  business or of such Participating Employer.

4.08     Increase in Benefits for Retired Participants. The Committee may from
         time to time declare an increase in the monthly Retirement Income
         payable to retired Participants, Spouses, or Beneficiaries by reason of
         a former Participant's taking Early, Normal, or Delayed Retirement
         during any given calendar year designated by the Company. The class of
         former Participants to whom such increase applies; the amount of such
         increase; the time when such increase becomes effective; and any other
         relevant information shall from time to time be set forth on the
         records of the Committee.

                                      -27-

<PAGE>

4.09     Minimum Benefit of Prior Plans. Notwithstanding any contrary provision
         of this Plan, in no event shall any Participant's Retirement Income
         under this Plan be less than the Participant's benefit that he had
         accrued under the terms of any Predecessor Plan prior to January 1,
         1984

4.10     Change in Control

         (a)      Notwithstanding anything contained herein to the contrary, any
                  Participant who (i) has a Termination Date during the
                  five-year period beginning on the date on which a Change in
                  Control occurs and (ii) at the time of such Termination Date
                  had attained age 55 with 15 years of Credited Service may
                  elect to receive a lump sum distribution of his Accrued
                  Benefit.

         (b)      Notwithstanding anything contained herein to the contrary, the
                  value of a lump sum distribution under this Section will be
                  determined based on the Applicable Mortality Table and the
                  Applicable Interest Rate, which shall mean the following:

                  (1)      Applicable Mortality Table shall have that meaning
                           as defined in Section 2.03 ("Actuarial Equivalent").

                  (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 October that
                                    precedes the beginning of the Plan Year in
                                    which such distribution occurs.

         (c)      Change in Control shall mean,

                  (1)      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
                           Genuine Parts entitled to vote generally in the
                           election of directors (the "Outstanding Company
                           Voting Securities"); provided, however, that for
                           purposes of this subsection (1), the following
                           acquisitions shall not constitute a Change of
                           Control: (i) any acquisition by a Person who is on
                           the date hereof the beneficial owner of 20% or more
                           of the Outstanding Company Voting Securities, (ii)
                           any acquisition directly from Genuine Parts, (iii)
                           any acquisition by Genuine Parts, (iv) any
                           acquisition by any employee

                                      -28-

<PAGE>

                           benefit plan (or related trust) sponsored or
                           maintained by Genuine Parts or any corporation
                           controlled by Genuine Parts, or (v) any acquisition
                           by any corporation pursuant to a transaction which
                           complies with clauses (i), (ii) and (iii) of Section
                           4.11(c)(3); or

                  (2)      Individuals who, as of the date hereof, 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 the date hereof
                           whose election, or nomination for election by Genuine
                           Parts' shareholders, was approved by a vote of at
                           least a majority of the directors 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

                  (3)      Consummation of a reorganization, merger,
                           consolidation or share exchange or sale or other
                           disposition of all or substantially all of the assets
                           of Genuine Parts (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 Genuine Parts or all or substantially all of
                           Genuine Parts' 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
                           Genuine Parts 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

                                      -29-

<PAGE>

                           the execution of the initial agreement, or of the
                           action of the Board, providing for such Business
                           Combination; or

                  (4)      Approval by the shareholders of Genuine Parts of a
                           complete liquidation or dissolution of Genuine Parts.

         (d)      This Section 4.10 shall be effective July 1, 2001.

                                      -30-

<PAGE>

                                    ARTICLE V

                                 DEATH BENEFITS

5.01     Pre-Retirement Survivor Annuity.

         (a)      Except as provided in Section 5.02, if a married Participant
                  with three (3) or more years of Vesting Service dies prior to
                  his Annuity Starting Date, the Participant's Spouse shall be
                  entitled to a monthly Retirement Income known as a
                  "Pre-Retirement Survivor Annuity." The amount of the
                  Pre-Retirement Survivor Annuity shall be determined under
                  Section 5.01(b) or (c), whichever is applicable. The
                  Pre-Retirement Survivor Annuity shall commence as of the date
                  determined under Section 5.01(e).

         (b)      If the Participant dies after his Earliest Retirement Age, the
                  Spouse's Pre-Retirement Survivor Annuity shall equal 50% of
                  the monthly Retirement Income that the Participant would have
                  received assuming the Participant had retired on the day
                  before his death and elected to receive his Retirement Income
                  under the Joint and 50% Survivor Annuity.

         (c)      If the Participant dies on or before his Earliest Retirement
                  Age, the Spouse's Pre-Retirement Survivor Annuity shall equal
                  50% of the monthly Retirement Income that the Participant
                  would have received assuming the Participant (i) had separated
                  from service on his Termination Date; (ii) had survived until
                  his Earliest Retirement Age; (iii) had retired on his Earliest
                  Retirement Age and elected to receive his Retirement Income
                  under the Joint and 50% Survivor Annuity; and (iv) had died on
                  the next day.

         (d)      Notwithstanding (b) and (c) above, if during the 90 day period
                  preceding the Participant's Annuity Starting Date the
                  Participant had elected (with spousal consent) to receive a
                  Joint and Last Survivor Option (as described in Section 6.02)
                  with his Spouse as his Beneficiary, the Spouse's
                  Pre-Retirement Survivor Annuity shall be determined assuming
                  the Participant had retired under the Joint and Last Survivor
                  Option instead of the Joint and 50% Survivor Annuity.

         (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. In
                  no event will the Pre-Retirement Survivor Annuity commence
                  later than the date the Participant would have attained his
                  Normal Retirement Date or the first day of the month 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

                                      -31-

<PAGE>

                  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.

         (f)      If the Participant does not have three years of Vesting
                  Service at the time of his death, if the Participant dies
                  without a Spouse, or if the Participant dies after his Annuity
                  Starting Date, neither the Participant's Spouse nor the
                  Participant's Beneficiary shall be entitled to Retirement
                  Income under this Section 5.01.

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.

5.03     Death After Normal Retirement Date but Prior to Delayed Retirement
         Date.

         (a)      Notwithstanding any other provision of the Plan to the
                  contrary, any Participant who remains in Employment after his
                  Normal Retirement Date shall be entitled to elect an optional
                  death benefit in lieu of the death benefits provided under
                  Sections 5.01 or 5.02. The Participant shall elect such
                  optional death benefit by selecting one of the following
                  options on a form provided by the Plan Administrator for such
                  purpose.

                  (i)      A death benefit equal to the monthly amount that
                           would have been paid to the Participant's Beneficiary
                           assuming the Participant had retired on the first day
                           of the month preceding his death and had elected to
                           receive Retirement Income under the Ten Years Certain
                           and Life Option (See Section 6.02(a)(i)). Such death
                           benefit shall be paid to the Participant's
                           Beneficiary for a period of ten years commencing on
                           the first day of the month following the
                           Participant's death.

                  (ii)     A death benefit equal to the monthly amount that
                           would have been paid to the Participant's Beneficiary
                           assuming the Participant had retired on the first day
                           of the month preceding his death and had elected to
                           receive Retirement Income under the Joint and Last
                           Survivor Option (See Section 6.02(a)(ii)) with the
                           Participant's Beneficiary receiving 50%, 75%, or 100%
                           (as designated by the Participant) of the monthly
                           Retirement Income payable to the

                                      -32-

<PAGE>

                           Participant during the Participant's lifetime. Such
                           death benefit will be paid to the Participant's
                           Beneficiary for the Beneficiary's lifetime beginning
                           on the first day of the month following the
                           Participant's death.

         (b)      A married Participant's election of the optional death benefit
                  provided by this Section 5.03 shall be void unless the
                  Participant's Spouse (after receipt of the explanation of the
                  Pre-Retirement Survivor Annuity) consents in writing on a form
                  provided by the Plan Administrator in the presence of a Notary
                  Public or Plan representative to the Participant's election of
                  such optional death benefit. The Spouse's consent must
                  acknowledge the effect of such consent and must specifically
                  state the non-Spouse beneficiary, if any, selected by the
                  Participant. However, if the Participant establishes to the
                  satisfaction of the Plan Administrator that his Spouse's
                  consent cannot be obtained because he has no Spouse, because
                  his Spouse cannot be located, or because of other
                  circumstances as determined by applicable Treasury
                  Regulations, the Committee may treat the Participant's
                  election as an election for which spousal consent was
                  obtained. A Spouse's consent pursuant to this paragraph shall
                  be irrevocable.

         (c)      A married Participant may revoke his election of the optional
                  death benefit provided by this Section 5.03 at any time prior
                  to his Delayed Retirement Date. Furthermore, the Participant's
                  election to receive such optional death benefit shall cease to
                  be valid upon the remarriage of the Participant following the
                  death or divorce of the Spouse giving the consent to such
                  optional death benefit. If the Participant revokes his
                  election or if such election otherwise ceases to be valid, any
                  death benefit payable to the Participant's Spouse shall be
                  determined pursuant to Section 5.01.

5.04     Death On or After the Annuity Starting Date.

         Neither the Participant's Spouse nor the Participant's Beneficiary
         shall be entitled to a Retirement Income under this Article V if the
         Participant dies on or after his Annuity Starting Date. Instead, any
         benefit payable to the Participant's Spouse or Beneficiary will be
         determined pursuant to Article VI.

5.05     Purchase of Insurance Policies.

         The Committee may in its discretion direct the Trustee to purchase life
         insurance policies on the lives of Participants in amounts not
         exceeding the death benefits herein provided. Any policy so purchased
         shall name the Trustee as the beneficiary and owner thereof. The
         Committee shall select the Insurer or Insurers providing any such
         policies, establish the terms and conditions thereof, and the premiums
         payable therefor. The Committee shall furnish the Trustee with properly
         completed application forms for its signature. The Committee shall

                                      -33-

<PAGE>

         instruct the Trustee in all matters pertaining to any policy issued
         hereunder, including inter alia, the application of any dividends
         payable on any policy. If the Committee shall so direct, the Trustee
         shall enter into agreements in such form as the Committee shall direct
         with an Insurer whereby the Insurer retains custody of any insurance
         policies issued hereunder.

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 $5,000 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 is
         effective January 1, 2002 and applies to any Spouse and Beneficiary
         whose Annuity Starting Date has not commenced as of January 1, 2002.

                                      -34-

<PAGE>

                                   ARTICLE VI

                       OPTIONAL FORMS OF RETIREMENT INCOME

6.01     Automatic Forms of Payment.

         If a Participant does not have a Spouse on his Annuity Starting Date,
         the Participant's Retirement Income shall be payable under the Life
         Annuity Option described below unless the Participant otherwise elects
         under Section 6.02. If a Participant has a Spouse on his Annuity
         Starting Date, the Participant's Retirement Income shall be payable
         under the Joint and 50% Survivor Annuity described below unless the
         Participant (with spousal consent) otherwise elects under Section 6.02.

         (a)      Life Annuity Option is a monthly Retirement Income payable
                  during the Participant's lifetime, with payments ceasing upon
                  the Participant's death.

         (b)      Joint and 50% Survivor Annuity is a monthly Retirement Income
                  equal to the reduced Actuarial Equivalent of the Life Annuity
                  Option. The Retirement Income shall be payable to the
                  Participant for his life, and upon the Participant's death,
                  50% of such Retirement Income shall be payable to the
                  Participant's Spouse for the Spouse's life. Such Retirement
                  Income shall cease on the later of the death of the
                  Participant or the death of the Participant's Spouse.

6.02     Optional Forms of Payment.

         (a)      Within 90 days prior to the Participant's Annuity Starting
                  Date, the Participant may elect to receive any of the
                  following optional forms of payment in lieu of the automatic
                  form of payment described in Section 6.01. In addition, a
                  married Participant may designate a non-Spouse Beneficiary to
                  receive the Retirement Income, if any, that is payable upon
                  such Participant's death.

                  (i)      Ten Years Certain and Life Option is a monthly
                           Retirement Income equal to the reduced Actuarial
                           Equivalent of the Life Annuity Option. The Retirement
                           Income shall be payable to the Participant during his
                           lifetime and, in the event of the Participant's death
                           within a period of ten years after the commencement
                           of benefits, the same monthly amount shall be payable
                           to the Participant's Beneficiary for the remainder of
                           such ten-year period.

                  (ii)     Joint and Last Survivor Option is a monthly
                           Retirement Income equal to the reduced Actuarial
                           Equivalent of the Life Annuity

                                      -35-

<PAGE>

                           Option. The Retirement Income shall be payable to the
                           Participant for his life, and upon the Participant's
                           death, a designated percentage (100%, 75%, or 50%) of
                           the Participant's Retirement Income shall be payable
                           to the Participant's Beneficiary for the
                           Beneficiary's life. Such Retirement Income shall
                           cease on the later of the death of the Participant or
                           the death of the Participant's Beneficiary.

         (b)      A married Participant's election to receive an optional form
                  of payment or to designate a non-Spouse Beneficiary shall be
                  valid only if the Participant's Spouse (after receipt of the
                  written explanation described in Section 6.02(d)) consents in
                  writing on a form provided by the Committee in the presence of
                  a Notary Public or Plan representative to the Participant's
                  election. The Spouse's consent must acknowledge the effect of
                  such consent and must specifically state the non-Spouse
                  beneficiary, if any, selected by the Participant. However, if
                  the Participant establishes to the satisfaction of the
                  Committee that his Spouse's consent cannot be obtained because
                  he has no Spouse, because his Spouse cannot be located, or
                  because of other circumstances as determined by applicable
                  Treasury Regulations, the Committee may treat the
                  Participant's election as an election for which spousal
                  consent was obtained. A Spouse's consent pursuant to this
                  paragraph shall be irrevocable.

         (c)      A Participant may revoke his election of an optional form of
                  payment or make a new election (provided any required spousal
                  consent is obtained) at any time prior to his Annuity Starting
                  Date. Furthermore, the Participant's election shall cease to
                  be valid upon the marriage of the Participant or upon the
                  remarriage of the Participant following the death or divorce
                  of the Spouse giving the consent to the Participant's
                  election. If the Participant revokes his election or if such
                  election otherwise ceases to be valid, the Participant's
                  Retirement Income shall be payable under the applicable
                  automatic form of payment described in Section 6.01.

         (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

                                      -36-

<PAGE>

                  and the automatic form of payment. If payment is scheduled to
                  commence prior to the Participant's Normal Retirement Date,
                  the written explanation must also inform the Participant of
                  his right to defer receipt of the distribution until his
                  Normal Retirement 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, even if
                  such 90-day period extends beyond the Participant's Annuity
                  Starting Date and, in such case, the Participant's first
                  payment shall be made after such election form has been
                  received, on a retroactive basis, if necessary.

         (e)      If the Participant elects the Joint and Last Survivor Option
                  and the Participant's Beneficiary dies prior to the
                  Participant's Annuity Starting Date, the Participant's
                  election shall be null and void and, unless the Participant
                  makes another election or selects another Beneficiary (with
                  spousal consent if required), the Participant's Retirement
                  Income shall be payable in accordance with the applicable
                  automatic form of payment described in Section 6.01.

         (f)      If the Participant elects the Ten Year Certain and Life Option
                  and the Participant's Beneficiary fails to survive the
                  Participant, the Beneficiary shall be the Participant's
                  Spouse, if living, otherwise to the Participant's descendants
                  who shall take per stirpes. If there are no surviving
                  descendants, the Beneficiary shall be the Participant's
                  estate.

         (g)      An "alternate payee" may, pursuant to a "qualified domestic
                  relations order" (as such terms are defined in Code Section
                  414(p)), receive a distribution in the form of a Life Annuity
                  Option or in the form of any optional form of benefit
                  described in this Section 6.02(a). However, neither an
                  alternate payee nor the alternate payee's spouse may receive a
                  distribution in the form of a Joint and 50% Survivor Annuity
                  or in any other form prohibited by applicable law.

         (h)      Notwithstanding the notice and election periods described in
                  this Section 6.02, the written explanation described in
                  Section 6.02(d) (and Section 417(a)(3)(A) of the Code) may be
                  provided after the Annuity Starting Date. The 90-day
                  applicable election period to waive the Joint and 50% Survivor
                  Annuity shall not end before the 30th day after the date on
                  which such explanation is provided. This provision shall be
                  interpreted in accordance with the provisions of Code Section
                  417(a)(7)(A) and the Treasury Regulations thereunder.

                  A Participant may elect (with any applicable spousal consent)
                  to waive any requirement that the written explanation be
                  provided at least 30 days

                                      -37-

<PAGE>

                  before the Annuity Starting Date (or waive the 30-day
                  requirement under the preceding paragraph) if the distribution
                  commences more than 7 days after such explanation is provided,
                  as long as: (1) the Participant has been provided with
                  information that clearly indicates that the Participant has at
                  least 30 days to consider whether to waive the Joint and 50%
                  Survivor Annuity and elect (with spousal consent) a form of
                  distribution other than the Joint and 50% Survivor Annuity
                  and; (2) the Participant is permitted to revoke any
                  affirmative distribution election at least until the Annuity
                  Starting Date or, if later, at any time prior to the
                  expiration of the 7-day period that begins the day after the
                  explanation of the Joint and 50% Survivor Annuity is provided
                  to the Participant.

                  This paragraph (h) shall be effective January 1, 2002.

6.03     Special Distribution Rules.

         (a)      In no event may the payment of Retirement Income commence
                  later than the 60th day after the latest of the close of the
                  Plan Year in which:

                  (i)      the Participant attains age 65;

                  (ii)     the fifth (5th) anniversary of the date the
                           Participant commenced participation in this Plan; or

                  (iii)    the Participant's termination of Employment.

                  Notwithstanding the foregoing, distribution to the Participant
                  shall commence not later than April 1 following the calendar
                  year in which the Participant attains age 70-1/2. However, if
                  a Participant is not 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 he terminates his Employment. (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. This Section 6.03 shall
                  be effective January 1, 1997.

         (b)      The entire interest of each Participant in this Plan will be
                  distributed, beginning not later than the required beginning
                  date described in paragraph (a) above, over the life of such
                  Participant or over the lives of such Participant and his
                  beneficiary (or over a period not extending beyond the

                                      -38-

<PAGE>

                  life expectancy of such Participant or the life expectancy of
                  such Participant and his beneficiary).

         (c)      If distribution of a Participant's interest has begun in
                  accordance with paragraph (b) above, and if the Participant
                  dies before his entire interest has been distributed to him,
                  then the remaining portion of such interest will be
                  distributed at least as rapidly as under the method of
                  distribution being used under paragraph (b) as of the date of
                  the Participant's death.

         (d)      If a Participant dies before distribution of the Participant's
                  interest has begun in accordance with paragraph (b) above, the
                  entire interest of the Participant must be distributed within
                  five years after the death of the Participant unless

                  (i)      any portion of the Participant's interest is payable
                           to or for the benefit of his beneficiary;

                  (ii)     such portion will be distributed over the life of the
                           beneficiary (or over a period not extending beyond
                           the life expectancy of the beneficiary); and

                  (iii)    such distributions begin not later than one year
                           after the date of the Participant's death or such
                           later date as may be prescribed in Treasury
                           regulations.

                  If the conditions stated in clauses (i), (ii) and (iii) are
                  met, then the portion referred to in clause (i) shall be
                  treated as distributed on the date on which distributions
                  begin. If the Beneficiary referred to in clause (i) above is
                  the surviving spouse of the Participant, then the date on
                  which the distributions are required to begin under clause
                  (iii) above shall not be earlier than the date on which the
                  Participant would have attained age 70-1/2, and if the
                  surviving spouse dies before distributions to such spouse
                  begin, this paragraph shall be applied as if the surviving
                  spouse were the Participant.

                  The Participant's Beneficiary may elect whether the
                  Participant's entire interest will be distributed within five
                  years of the Participant's death or pursuant to the provisions
                  of paragraphs (i) - (iii) above. Such election must be made
                  within the time limits described in Treasury Regulation
                  Section 1.401(a)(9)-1, C-4. If no election is made, the Plan
                  Administrator shall distribute the Participant's entire
                  interest pursuant to the provisions of paragraphs (i) - (iii)
                  above.

6.04     Small Payments.

                                      -39-

<PAGE>

         Notwithstanding anything in this Plan to the contrary, the Plan
         Administrator shall pay a Participant's, Spouse's or Beneficiary'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 $5,000 or less and monthly Retirement Income
         payments to the Participant have not commenced. 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 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 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. This
         Section 6.04 shall be effective January 1, 1998.

6.05     Application For Commencement of Benefits.

         A Participant must apply to have Retirement Income commence. The
         application must be on the form prescribed by the Committee, and must
         be filed with the Committee not more than 90 days prior to the
         Participant's Annuity Starting Date. Also see 6.02(h) for delayed
         elections.

6.06     Miscellaneous.

         Notwithstanding any other provision of the Plan, if the amount of any
         Retirement Income computed under the Plan is other than an even dollar
         amount, then the amount of the Retirement Income payable shall be
         increased to the next larger even dollar amount.

6.07     Direct Rollover.

         (a)      This section applies to distributions made on or after January
                  1, 1993. Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a Distributee's election
                  under this section, a Distributee may elect, at the time and
                  in the manner prescribed by the Committee, to have any portion
                  of an Eligible Rollover Distribution paid directly to an
                  Eligible Retirement Plan specified by the Distributee in a
                  direct rollover.

                                      -40-

<PAGE>

         (b)      Definitions.

                  (i)      Eligible Rollover Distribution. An Eligible Rollover
                           Distribution is any distribution of all or any
                           portion of the balance to the credit of the
                           Distributee, except that an Eligible Rollover
                           Distribution does not include (i) any distribution
                           that is one of a series of substantially equal
                           periodic payments (not less frequently than annually)
                           made for the life (or life expectancy) of the
                           Distributee or the joint lives (or joint life
                           expectancies) of the Distributee and the
                           Distributee's designated Beneficiary, or for a
                           specified period of ten years or more; (ii) any
                           distribution to the extent such distribution is
                           required under Section 401(a)(9) of the Code; (iii)
                           the portion of any distribution that is not
                           includible in gross income (determined without regard
                           to the exclusion for net unrealized appreciation with
                           respect to employer securities); and (iv) effective
                           as of January 1, 2000, hardship withdrawals as
                           defined in Code Section 401(k)(2)(B)(i)(IV).

                  (ii)     Eligible Retirement Plan. An Eligible Retirement Plan
                           is an individual retirement account described in
                           Section 408(a) of the Code, an individual retirement
                           annuity described in Section 408(b) of the Code, an
                           annuity plan described in Section 403(a) of the Code,
                           or a qualified trust described in Section 401(a) of
                           the Code, that accepts the Distributee's Eligible
                           Rollover Distribution. However, in the case of an
                           Eligible Rollover Distribution to the surviving
                           spouse, an Eligible Retirement Plan is an individual
                           retirement account or individual retirement annuity.

                  (iii)    Distributee. A Distributee includes an Employee or
                           former Employee. In addition, the Employee's or
                           former Employee's surviving spouse and the Employee's
                           or former Employee's spouse or former spouse who is
                           an alternate payee under a qualified domestic
                           relations order, as defined in Section 414(p) of the
                           Code, are Distributees with regard to the interest of
                           the spouse or former spouse.

                  (iv)     Direct Rollover. A Direct Rollover is a payment by
                           the Plan to the Eligible Retirement Plan specified by
                           the Distributee.

         (c)      If a distribution is one to which Sections 401(a)(11) and 417
                  of the Internal Revenue Code do not apply, such distribution
                  may commence less than 30 days after the notice required under
                  Section 1.411(a)-11(c) of the Income Tax Regulations is given,
                  provided that:

                                      -41-

<PAGE>

                  (i)      the Plan Administrator clearly informs the
                           Participant that the Participant has a right to a
                           period of at least 30 days after receiving the notice
                           to consider the decision of whether or not to elect a
                           distribution (and, if applicable, a particular
                           distribution option), and

                  (ii)     the Participant, after receiving the notice,
                           affirmatively elects a distribution.

         (d)      Application to Plan. Life Annuity payments, Joint and 50%
                  Survivor Annuity payments, Ten Year Certain and Life Annuities
                  and Joint and Last Survivor Annuities are not Eligible
                  Rollovers and are not subject to the requirements of this
                  Section 6.07. However, lump sum payments of small benefits and
                  certain death benefits (if paid over a period of time less
                  than 10 years) are subject to this Section 6.07 and may be
                  directly rolled over to another Eligible Retirement Plan

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
         1.401(a)-13(g)(3). This Section 6.08 shall be effective January 1,
         2000.

                                      -42-

<PAGE>

                                   ARTICLE VII

                               METHOD OF FINANCING

7.01     Establishment of Trust Fund. The Board shall designate a Trustee or
         Trustee(s) to serve as herein provided and Trust Agreement(s) shall be
         executed between the Employer and such Trustee(s). The Trust
         Agreement(s), the terms of which are incorporated by reference, shall
         govern the establishment of the Fund or Fund(s) from which the benefits
         provided by the Plan shall be paid.

7.02     Employer Contributions. The Employer shall contribute to the Fund from
         time to time such amounts as the Board or its designee shall determine,
         based upon the recommendations of an Actuary, in order to fund the
         benefits provided hereunder on an actuarially sound basis. All Employer
         contributions when made to the Fund and all property and funds of the
         Trust Fund, including income from investments and from all other
         sources, shall be retained for the exclusive benefits of Participants
         and Beneficiaries and shall be used to pay Retirement Income provided
         hereunder or to pay expenses of administration of the Plan and the
         Trust Fund provided, however, that the foregoing shall not prevent the
         Trustee from entering into agreement with an Insurer whereby the
         Insurer maintains custody of insurance policies in accordance with
         5.04.

         Upon an Employer's request and to the extent permitted by the Code and
         other applicable laws and regulations thereunder, a contribution which
         was made by a mistake in fact, or conditioned upon the initial
         qualification of the Plan under Code Section 401(a) or upon the
         deductibility of the contribution under Section 404 of the Code shall
         be returned to the Employer within one year after the payment of the
         contribution, the denial of the Plan's initial qualification, or the
         disallowance of the deduction (to the extent disallowed) whichever is
         applicable. All contributions to the Plan are expressly made upon the
         assumption such contributions are fully deductible for federal income
         tax purposes.

7.03     Participant Contributions. No contributions shall be required of or
         permitted by any Participant under this Plan.

7.04     Miscellaneous.

         (a)      Any actuarial gains arising from actuarial experience under
                  the Plan shall be used to reduce the Employer contributions
                  and will not be used to increase any benefits payable under
                  this Plan. No forfeiture arising from severance of employment,
                  death or for any other reason, shall be applied to increase
                  the benefits any Participant would otherwise receive under the
                  Plan at any time prior to the termination of the Plan or the
                  complete discontinuance of Employer contributions hereunder,
                  but all amounts so

                                      -43-

<PAGE>

                  forfeited shall be used as soon as possible to reduce the
                  Employer contributions under the Plan.

         (b)      No person shall have any interest in or right to the Fund or
                  any part thereof, except as expressly provided in the Plan.

                                      -44-

<PAGE>

                                  ARTICLE VIII

                           ADMINISTRATION OF THE PLAN

8.01     Named Fiduciaries.

         (a)      The following parties are named as Fiduciaries of the Plan and
                  shall have the authority to control and manage the operation
                  and administration of the Plan:

                  (1)      The Board;

                  (2)      The Trustee(s);

                  (3)      The Committee; and

                  (4)      The Insurer.

         (b)      The Fiduciaries named above shall have only the powers and
                  duties hereinafter expressly enumerated and shall have no
                  other powers and duties under the Plan. In discharging their
                  powers and duties hereunder, the Fiduciaries shall act in
                  accordance with the Standard of Fiduciary Duty set forth in
                  8.07.

8.02     Board of Directors.

         (a)      The Board shall have the following powers and duties with
                  respect to the Plan:

                  (1)      to formulate and to implement a funding policy
                           designed to produce sufficient funds to discharge
                           when due all obligations of the Plan with respect to
                           the benefits provided hereunder;

                  (2)      to cause the Employer to make contributions to the
                           Plan pursuant to the funding policy and based on the
                           recommendations of the Actuary in such amounts as are
                           necessary to fund the Plan on a basis permitted under
                           Section 302 of the Act;

                  (3)      to appoint and remove the members of the Committee
                           as provided herein; and

                  (4)      to terminate the Plan in whole or in part pursuant to
                           the procedures provided hereunder.

                                      -45-

<PAGE>

         (b)      The Executive Committee of the Board or its designee shall
                  have the power to amend any or all of the provisions of the
                  Plan. (However, see 8.06(c) for certain amendment powers
                  granted to the Committee).

         (c)      The Board shall have no other responsibilities with respect
                  to the Plan.

8.03     Trustee(s).

         The Trustee(s) shall exercise all of the powers and duties assigned to
         the Trustee(s) as set forth in the Trust Agreement(s). The Trustee(s)
         shall have no other responsibilities with respect to the Plan. (See
         Section 2.52 and Schedule C.)

8.04     Insurer.

         An Insurer which issues an insurance policy under 5.04 shall perform
         its obligations under any such policy in accordance with the terms
         thereof. An Insurer which agrees to maintain custody of such policies
         in accordance with 5.04 shall hold and safeguard such policies subject
         to the provisions of the written agreement with the Trustee. The
         Insurer shall have no other responsibilities with respect to the Plan.

8.05     Pension and Benefits Committee.

         (a)      The Committee shall consist of not less than three individuals
                  who shall be appointed by and serve at the pleasure of the
                  Board or the Compensation and Stock Option Committee. Any
                  Participant, officer, former officer or director of any
                  Employer shall be eligible to be appointed a member of the
                  Committee and all members shall serve as such without
                  compensation. Upon termination of his employment with such
                  Employer or upon termination of his position as a director, if
                  not a Participant or former officer, he shall cease to be a
                  member of the Committee. The Board or the Compensation and
                  Stock Option Committee shall have the right to remove any
                  member of the Committee at any time. A member may resign at
                  any time by written notice to the Committee and the Board or
                  the Compensation and Stock Option Committee. If a vacancy in
                  the Committee should occur, a successor shall be appointed by
                  the Board or the Compensation and Stock Option Committee. The
                  Committee shall by written notice keep the Trustee notified of
                  current membership of the Committee, its officers and agents.
                  The Committee shall furnish the Trustee a certified signature
                  card for each member of the Committee and for all purposes
                  hereunder the Trustee shall be conclusively entitled to rely
                  upon such certified signatures.

         (b)      The Board or the Compensation and Stock Option Committee shall
                  appoint a Chairman and a Secretary from among the members of
                  the

                                      -46-

<PAGE>

                  Committee. All resolutions, determinations and other actions
                  shall be by a majority vote of all members of the Committee.
                  The Committee may appoint such agents, who need not be members
                  of the Committee, as it deems necessary for the effective
                  performance of its duties, and may delegate to such agents
                  such powers and duties, whether ministerial or discretionary,
                  as the Committee deems expedient or appropriate. The
                  compensation of such agents shall be fixed by the Committee;
                  provided, however, that in no event shall compensation be paid
                  if such payment violates the provisions of Section 406 of the
                  Act and is not exempted from such prohibitions by Section 408
                  of the Act.

         (c)      The Committee 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 implied powers and responsibilities necessary
                  to carry out the objectives of the Plan and to comply with the
                  requirements of the Act, the Committee shall have the
                  following specific powers and responsibilities:

                  (1)      to construe the Plan and Trust Agreement and to
                           determine all questions arising in the
                           administration, interpretation and operation of the
                           Plan;

                  (2)      to decide all questions relating to the eligibility
                           of Employees to participate in and to receive
                           benefits under the Plan and Trust Agreement;

                  (3)      to determine the benefits of the Plan to which any
                           Participant or Beneficiary may be entitled;

                  (4)      to adopt procedures for providing adequate notice in
                           writing to any Participant or Beneficiary whose claim
                           for benefits under the Plan is denied, which notice
                           shall set forth the specific reasons for such denial
                           (written in a manner calculated to be understood by
                           the Participant or Beneficiary); and to provide a
                           procedure for affording a reasonable opportunity to
                           any Participant or Beneficiary whose claim for
                           benefits has been denied, a full and fair review by
                           the Committee of the decision denying the claim;

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

                  (6)      to prepare and distribute to all Plan Participants
                           and Beneficiaries information concerning the Plan and
                           their rights under the Plan,

                                      -47-

<PAGE>

                           including, but not limited to, all information which
                           is required to be distributed by the Act, the
                           regulations thereunder, or by any other applicable
                           law;

                  (7)      to file with the Secretary of Labor such reports and
                           additional documents as may be required by the Act
                           and regulations issued thereunder, including, but not
                           limited to, a plan description, summary plan
                           description, modifications and changes, annual
                           reports, terminal reports and supplementary reports;

                  (8)      to file with the Secretary of the Treasury and the
                           Pension Benefit Guaranty Corporation all reports and
                           information required to be filed by the Internal
                           Revenue Code, the Act and regulations issued under
                           each;

                  (9)      to do all things necessary to operate and administer
                           the Plan in accordance with its provisions and in
                           compliance with applicable provisions of federal law;

                  (10)     to amend certain portions of this Plan as
                           specifically delegated to the Committee in this Plan
                           (e.g., any Schedule authorizing Affiliated Sponsors
                           to participate in the Plan, etc.), to amend the Plan
                           to comply with changes in law recommended by legal
                           counsel that are necessary to maintain the tax
                           qualified status of the Plan and to make other
                           amendments to the Plan that do not materially
                           increase the costs associated with the plan.; and

                  (11)     to appoint and remove the Trustee(s).

         (d)      Miscellaneous. To enable the Committee to perform its
                  functions, the Employer shall supply full and timely
                  information of all matters relating to the compensation and
                  length of service of all Participants, their retirement, death
                  or other cause of termination of employment, and such other
                  pertinent facts as the Committee may require. The Committee
                  shall advise the Trustee of such facts and issue to the
                  Trustee such instructions as may be required by the Trustee in
                  the administration of the Plan. The Committee and the Employer
                  shall be entitled to rely upon all certificates and reports
                  made by a Certified Public Accountant selected or approved by
                  the Company. The Committee, the Employer and its officers and
                  the Trustee, shall be fully protected in respect of any action
                  taken or suffered by them in good faith in reliance upon the
                  advice or opinion of any actuary, accountant or attorney, and
                  all action so taken or suffered shall be conclusive upon each
                  of them and upon all other persons interested in the Plan.

                                      -48-

<PAGE>

8.06     Standard of Fiduciary Duty.

         Any Fiduciary, or any person designated by a Fiduciary to carry out
         fiduciary responsibilities with respect to the Plan, shall discharge
         his duties solely in the interests of the Participants end
         Beneficiaries for the exclusive purpose of providing them with benefits
         and defraying the reasonable expenses of administering the Plan. Any
         Fiduciary shall discharge his duties with the care, skill, prudence and
         diligence under the circumstances then prevailing that a prudent man
         acting in a like capacity and familiar with such matters would use in
         the conduct of an enterprise of a like character and with like aims.
         Any Fiduciary shall discharge his duties in accordance with the
         documents and instruments governing the Plan insofar as such documents
         and instruments are consistent with the provisions of the Act.
         Notwithstanding any other provisions of the Plan, no Fiduciary shall be
         authorized to engage in any transaction which is prohibited by Sections
         406 and 2003(a) of the Act or Section 4975 of the Code in the
         performance of its duties hereunder.

8.07     Indemnification of Committee.

         To the extent permitted under the Act, the Plan shall indemnify the
         Board, the Compensation and Stock Option Committee and the Committee
         against any cost or liability which they may incur in the course of
         administering the Plan and executing the duties assigned pursuant to
         the Plan. The Employer shall indemnify the Committee, the Compensation
         and Stock Option Committee and the members of the Board against any
         personal liability or cost not provided for in the preceding sentence
         which they may incur as a result of any act or omission in relation to
         the Plan or its Participants. The Employer may purchase fiduciary
         liability insurance to insure its obligation under this Section.

8.08     Claims Procedure.

         Any Participant, Former Participant, Beneficiary, Spouse or legal
         representative thereof (hereinafter referred to as "Claimant"), may
         file a claim for benefits under the Plan by submitting to the Committee
         a written statement describing the nature of the claim and requesting a
         determination of its validity under the terms of the Plan. All
         applications for benefits must be submitted within the "applicable
         limitations period." The "applicable limitations period" shall be two
         years, beginning on (i) the date on which the payment was made, or (ii)
         for all other claims, the date on which the action complained or
         grieved of occurred. Within sixty (60) days after the date such claim
         is received by the Committee, it shall issue a ruling with respect to
         the claim.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time

                                      -49-

<PAGE>

         delay the Committee's decision on such appeal beyond one hundred twenty
         (120) days following receipt of the actual request. If the claim is
         wholly or partially denied, written notice shall be furnished to the
         claimant, which notice shall set forth in a manner calculated to be
         understood by the Claimant:

         (a)      the specific reason or reasons for denial;

         (b)      specific reference to pertinent Plan provisions on which the
                  denial is based;

         (c)      a description of any additional material or information
                  necessary for the Claimant to perfect the claim and an
                  explanation of why such material or information is necessary;
                  and

         (d)      an explanation of the claims review procedures.

         Any Claimant whose claim for benefits has been denied, may appeal such
         denial by submitting to the Committee a written statement requesting a
         further review of the decision within sixty (60) days of the date the
         Claimant receives a notice of such denial. Such statement shall set
         forth the reasons supporting the claim, the reason such claim should
         not have been denied, and any other issues or comments which the
         Claimant deems appropriate with respect to the claim.

         If the Claimant shall request in writing, the Committee shall make
         copies of the Plan documents pertinent to his claim available for
         examination by the Claimant.

         Within sixty (60) days after the request for further review is
         received, the Committee shall review its determination of benefits and
         the reasons therefor and notify the claimant of its final decision.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time delay the Committee's decision on such
         appeal request beyond one hundred twenty (120) days following receipt
         of the actual request.

         Such written notice shall include specific reasons for the decision,
         written in a manner calculated to be understood by the Claimant, with
         specific references to the pertinent Plan provisions on which the
         decision is based. The decision of the Committee on any claim for
         benefits shall be final and conclusive upon all persons, and a
         Participant, or his Beneficiary or legal representative, shall not be
         permitted to bring suit at law or equity on an application without
         first exhausting the remedies available hereunder.

                                      -50-

<PAGE>

         No action at law or in equity to recover under this Plan shall be
         commenced later than one year from the date of the decision on review
         (or if no decision is furnished within 120 days of receipt of the
         request for review, one year after the 120th day after receipt of the
         request for review).

         This Section 8.08 shall be effective January 1, 2002. Prior to such
         date, the claims procedure of the Prior Plan apply.

8.09     Appointment of Investment Manager.

         The Company, acting through its Chief Executive Officer or the
         Committee, may from time to time appoint (and remove) one or more
         investment fund managers (the "Investment Manager") who shall have the
         authority to direct investments to be made by the Trustee with respect
         to all or any part of the assets of the Trust Fund. Any such Investment
         Managers must either be registered as an investment advisor under the
         Investment Advisors Act of 1940 or be a bank, as defined in such Act.
         Any Investment Managers appointed under this Section shall acknowledge,
         in writing, its acceptance of such appointment and that it is a
         fiduciary with respect to the assets of the Trust Fund subject to its
         investment direction. Upon receipt of written notice of the appointment
         of an Investment Manager, the Trustee shall perform such custodial and
         disbursing functions and ministerial acts relating to investments
         directed by the Investment Manager as may be required to carry out the
         administration of the Trust Fund but shall be relieved of all
         responsibility for investment or failure to invest that portion of the
         Trust Fund subject to investment direction by the Investment Manager
         during the period of appointment of such Investment Manager.

                                      -51-

<PAGE>

                                   ARTICLE IX

                            AMENDMENT AND TERMINATION

9.01     Amendment of the Plan.

         The Compensation and Stock Option Committee or its designee (or the
         Committee to the extent permitted by Section 8.06(c)) shall have the
         right, at any time, to amend any or all of the provisions of the Plan;
         provided, however, that no such amendment shall authorize or permit any
         part of the Fund held by the Trustee to be diverted to purposes other
         than for the exclusive benefit of Participants and their Beneficiaries;
         and further provided that no amendment shall have the effect of
         revesting in the Employer any portion of the Fund except such amounts
         as may, due to erroneous actuarial computation, remain in the Fund
         after termination of the Plan and after all liabilities under the Plan
         have been satisfied.

9.02     Termination of the Plan.

         (a)      The Employer expects this Plan to be continued indefinitely
                  but, of necessity, the right to terminate the Plan and its
                  Contributions hereunder at any time with respect to its
                  Employees is reserved by the Company. In the event that it
                  becomes necessary to terminate or partially terminate the
                  Plan, or there is a complete discontinuance of Employer
                  contribution, then the Accrued Benefit of each Participant, to
                  the extent funded, shall become fully vested and
                  non-forfeitable as of the date of such termination or partial
                  termination in the manner hereinafter provided in this Section
                  9.02.

         (b)      If the Company shall elect to terminate the Plan, the Board or
                  the Compensation and Stock Option Committee shall give written
                  notice of such fact to the Committee, thereafter the Committee
                  shall wind up the affairs of the Plan and file all requests
                  for determinations, notices of intent to terminate and
                  terminal reports as may be required by the Internal Revenue
                  Code, the Act and regulations issued thereunder.

         (c)      In the event that the Plan shall be terminated or partially
                  terminated, the Committee shall then allocate the assets of
                  the Plan among the Employers and, with respect to each
                  terminating Employer separately, shall arrange for the assets
                  of the Plan (available to provide benefits) to be allocated
                  among the Participants and Beneficiaries in accordance with
                  Section 4044 of the Act and regulations issued thereunder, in
                  the following order:

                  (1)      FIRST, in the case of benefits payable as an annuity

                           (A)      To benefits which were being paid as of
                                    three years prior to the date of termination
                                    of the Plan, with the amount to be

                                      -52-

<PAGE>

                                    allocated to each such benefit, based on the
                                    provisions of the Plan in effect during the
                                    5-year period preceding the date of
                                    termination under which such benefit would
                                    be the least,

                           (B)      To benefits which would have been paid as of
                                    three years prior to the date of termination
                                    (i) if the Participant had retired prior to
                                    the three-year period and (ii) if his
                                    benefits had commenced (in the normal form
                                    of annuity under the Plan) as of the
                                    beginning of such three-year period, with
                                    the amount to be allocated to each such
                                    benefit determined under the provisions of
                                    the Plan in effect during the five-year
                                    period preceding the date of termination
                                    under which the benefit would be the least.

                  (2)      SECOND, to all other benefits guaranteed by the
                           termination insurance provisions of Title IV of the
                           Act (with the amount to be allocated to each such
                           benefit determined without regard to the limitation
                           contained in Section 4022(b)(5) of the Act on the
                           amount of guaranteed non-forfeitable basic benefits),
                           including those benefits which would have been
                           guaranteed except for the limitation on coverage of a
                           "substantial owner" under Section 4022(b)(6) of the
                           Act.

                  (3)      THIRD, to all other uninsured, non-forfeitable
                           benefits under the Plan.

                  (4)      FOURTH, to all other benefits under the Plan.

         (d)      If the assets available for allocation of any class specified
                  above are insufficient to satisfy in full the benefits of all
                  individuals within that class, the assets shall be allocated
                  pro rata among such individuals on the basis of present value
                  (as of the termination date) of their respective benefits.

         (e)      The Committee shall then arrange for the Trustee to liquidate
                  the assets held in the Fund which are applicable to each
                  terminating Employer and shall secure from the Trustee a
                  statement of the liquidated value of such assets. The
                  Committee, in its sole discretion, shall direct the Trustee to
                  purchase from an insurance company an annuity contract or
                  contracts which provides the benefits to which each
                  Participant or Beneficiary is entitled. The Trustee shall
                  distribute the assets in accordance with the directions of the
                  Committee.

                                      -53-

<PAGE>

         (f)      Any residual assets of the Plan remaining after distribution
                  in accordance with the preceding paragraphs shall be
                  distributed to the Employer, provided:

                  (1)      all liabilities of the Plan to Participants and
                           Beneficiaries have been satisfied, and

                  (2)      the distribution does not contravene any provision of
                           law.

9.03     Restriction On Certain Benefits and Distributions.

         (a)      In the event the Plan is terminated, the benefits provided to
                  any Top-25 Highly Compensated Employee shall be limited to a
                  benefit that is nondiscriminatory within the meaning of Code
                  Section 401(a)(4).

         (b)      The annual distribution to a Top-25 Highly Compensated
                  Employee cannot exceed the annual payment under a Life Annuity
                  (as defined in Section 6.01(a)) based on the Actuarial
                  Equivalence of the Participant's Accrued Benefit and other
                  benefits under the Plan.

         (c)      The restriction in Section 9.03(b) shall not apply under the
                  following circumstances:

                  (i)      After payment of the Top-25 Highly Compensated
                           Employee's Retirement Income, the value of the Plan's
                           assets equals or exceeds 110 percent of the value of
                           the Plan's Current Liabilities.

                  (ii)     The value of the Top-25 Highly Compensated Employee's
                           Retirement Income is less than one percent of the
                           value of the Plan's Current Liabilities (determined
                           before the distribution to the Top-25 Highly
                           Compensated Employee).

                  (iii)    The value of benefits payable to the Top-25 Highly
                           Compensated Employee does not exceed the dollar
                           amount of Code Section 411(a)(ii)(A) (currently
                           $5,000).

         (d)      The restrictions of this Section 9.03 (including paragraphs
                  (a) and (b)) shall not apply if the Commissioner of Internal
                  Revenue or his/her delegate determines that such restrictions
                  are not necessary to prevent prohibited discrimination in
                  favor of Highly Compensated Employees in the event of an early
                  termination of the Plan.

         (e)      An Employee's otherwise restricted benefit may be distributed
                  in full to the affected Employee if, prior to receipt of the
                  Restricted Amount, the Employee enters into a written
                  agreement with the Plan Administrator to

                                      -54-

<PAGE>

                  secure repayment to the Plan of the Restricted Amount. The
                  Employee may secure repayment of the Restricted Amount upon
                  distribution by:

                  (i)      entering into an agreement for promptly depositing in
                           escrow with an acceptable depository property having
                           a fair market value equal to at least 125 percent of
                           the Restricted Amount;

                  (ii)     providing an acceptable bank letter of credit in an
                           amount equal to at least 100 percent of the
                           Restricted Amount;

                  (iii)    posting an acceptable bond equal to at least 100
                           percent of the Restricted Amount. If the Employee
                           elects to post bond, the bond will be furnished by an
                           insurance company, bonding company or other surety
                           for federal bonds; or

                  (iv)     any combination of Options (i), (ii), or (iii);
                           however, any combination that includes Option (i)
                           shall be in an aggregate amount not less than 125
                           percent of the Restricted Amount.

                  The escrow arrangement under Option (i) may provide that an
                  Employee may withdraw amounts in excess of 125 percent of the
                  Restricted Amount. The escrow arrangement must provide that if
                  the market value of the property in an escrow account falls
                  below 110 percent of the remaining Restricted Amount, the
                  Employee will deposit additional property to bring the value
                  of the property held by the depository up to 125 percent of
                  the Restricted Amount. The escrow arrangement may provide that
                  Employee may have the right to receive any income from the
                  property placed in escrow, subject to the Employee's
                  obligation to deposit additional property, as set forth in the
                  preceding sentence.

                  Where Option (i) is combined with Option (ii) and/or Option
                  (iii) to secure repayment, if the fair market value of the
                  property in the escrow account falls and causes the aggregate
                  value of the security to fall below 110 percent of the
                  Restricted Amount, then the Employee is obligated to deposit
                  additional property in the escrow account and/or increase the
                  value(s) of the letter of credit or bond so that the aggregate
                  value of the security equals at least 125 percent of the
                  Restricted Amount.

                  Where the participant elects to secure repayment of the
                  Restricted Amount by a combination of Options (ii) and (iii),
                  the aggregate value of the security shall equal at least 100
                  percent of the Restricted Amount. A surety or bank may release
                  any liability on a bond or letter of credit in excess of 100
                  percent of the Restricted Amount.

                                      -55-

<PAGE>

                  If the Plan Administrator certifies to the depository, surety
                  or bank that the Employee (or the Employee's estate) is no
                  longer obligated to repay any Restricted Amount, a depository
                  may redeliver to the Employee any property held under an
                  escrow agreement, and a surety or bank may release any
                  liability on an employee's bond or letter of credit.

         (f)      For the purposes of this Section 9.03, the following
                  definitions shall apply:

                  (i)      "Top-25 Highly Compensated Employee" shall mean any
                           member of the top 25 Highly Compensated Employees and
                           highly compensated former employees (as defined in
                           Code Section 414(q)(9)) with the greatest
                           Compensation (as defined in Article XIV), in the
                           current or any prior Plan Year (i.e., no more than
                           twenty-five individuals shall be in this group).

                  (ii)     "Current Liabilities" shall have that meaning
                           contained in Code Section 412(l)(7).

                  (iii)    "Restricted Amount" shall mean the excess of the
                           amounts distributed to the employee (accumulated with
                           reasonable interest) over the amounts that could have
                           been distributed to the employee under the straight
                           life annuity described in Section 6.01 (accumulated
                           with reasonable interests).

                  (iv)     "Retirement Income" shall have that meaning contained
                           in Plan Article II and, in addition, loans in excess
                           of the amount set forth in Code Section 72(p)(2)(A),
                           any periodic income, any withdrawal values payable to
                           a living employee, and any death benefits not
                           provided for by insurance on the employee's life.

         (g)      This Section 9.03 is intended to comply with the provisions of
                  Proposed Regulation Section 1.401(a)(4)-5(b) or any successor
                  regulation thereto, and the provisions of this Section 9.03
                  shall be so interpreted.

9.04     Adoption of the Plan by a Participating Employer.

         (a)      The Committee shall determine which employers shall become
                  Participating Employers within the terms of the Plan. In order
                  for the Committee to designate an Employer as a Participating
                  Employer, the Committee must approve the addition of the
                  Participating Employer's identity to Schedule A (which
                  approval may be retroactive to an earlier effective date). The
                  Committee may also specify such terms and conditions
                  pertaining to the adoption of the Plan by the Participating
                  Employer as the Board deems appropriate. With the Committee's
                  consent,

                                      -56-

<PAGE>

                  a Participating Employer may limit participation in the Plan
                  to certain of its Employees.

                  The Committee shall maintain a schedule, Schedule A and
                  Schedule B, attached to the plan document, listing
                  Participating Employers, groups of Employees designated as
                  participating in the Plan by those Participating Employers,
                  and the effective date of designation (the "Designation Date")
                  as a Participating Employer. Such Schedule shall specify the
                  extent, if any, to which service with the Participating
                  Employer prior to the Designation Date shall qualify as
                  Credited Service or Vesting Service hereunder. Notwithstanding
                  any other provision of this Plan, no Employee whose
                  termination of employment precedes the Designation Date shall
                  be entitled to any benefits hereunder.

         (b)      The plan of the Participating Employer and of the Company
                  shall be considered a single plan for purposes of Section
                  1.414(1)-1(b)(1) of the Treasury Regulations. All assets
                  contributed to the Plan by the Participating Employer shall be
                  held in a single fund together with the assets contributed by
                  the Company (and with the assets of any other Participating
                  Employers); and so long as the Participating Employer
                  continues to be designated as such, all assets held in such
                  fund shall be available to pay benefits to all eligible
                  employees and beneficiaries covered by the Plan irrespective
                  of whether such Employees are employed by the Company or by
                  the Participating Employer. Nothing contained herein shall be
                  construed to prohibit the separate accounting for assets
                  contributed by the Company and the Participating Employers for
                  purposes of cost allocation if directed by the Committee or
                  the holding of plan assets in more than one Trust Fund with
                  more than one Trustee.

         (c)      So long as the Participating Employer's designation as such
                  remains in effect, the Participating Employer shall be bound
                  by, and subject to all provisions of the Plan and the Trust
                  Agreement. The exclusive authority to amend the Plan and the
                  Trust Agreement shall be vested in the Committee and no
                  Participating Employer shall have any right to amend the Plan
                  or the Trust Agreement. Any amendment to the Plan or the Trust
                  Agreement adopted by the Committee, Compensation or Stock
                  Option Committee or Board shall be binding upon every
                  Participating Employer without further action by such
                  Participating Employer.

         (d)      So long as each Participating Employer shall be designated as
                  such pursuant to Section 9.04(a), such Participating Employer
                  shall be liable for its pro rata share of the contribution
                  deemed necessary by the Actuary to fund the Plan on an
                  acceptable basis in accordance with Title I, Section 302 and
                  Title II, Section 1013 of the Act. The total contribution
                  required each year to fund the Plan shall be apportioned among
                  the Company and

                                      -57-

<PAGE>

                  the Participating Employers based upon the advice of the
                  Actuary and subject to such Treasury or Labor regulations as
                  may be from time to time applicable.

         (e)      No Participating Employer other than the Company shall have
                  the right to terminate the Plan. However, any Participating
                  Employer may withdraw from the Plan by action of its Board of
                  Directors provided such action is communicated in writing to
                  the Committee. The withdrawal of a Participating Employer
                  shall be effective as of the December 31st following receipt
                  of the notice of withdrawal (unless the Committee consents to
                  a different effective date). In addition, the Committee may
                  terminate the designation of a Participating Employer to be
                  effective on such date as the Committee specifies. Any such
                  Participating Employer which ceases to be a Participating
                  Employer shall be liable for all cost accrued through the
                  effective date of its withdrawal or termination. In the event
                  of the withdrawal or termination of a Participating Employer
                  as provided in this paragraph, such Employer shall have no
                  right to direct that assets of the Plan be transferred to a
                  successor plan for its Employees unless such a transfer is
                  approved by the Committee in its sole discretion.

                                      -58-

<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

10.01    Headings.

         The headings and subheadings in this Plan have been inserted for
         convenience of reference only and are to be ignored in any construction
         of the provisions hereof.

10.02    Governing Law.

         The Plan shall be construed and enforced and all provisions thereof
         administered in accordance with the Act and to the extent not governed
         by the Act in accordance with the laws of the State of Georgia.

10.03    Spendthrift Clause.

         Except as provided (1) in the terms of a "qualified domestic relations
         order" as defined in Code Section 414(p), (2) by the terms of a
         judgment, order, decree or settlement agreement described in Code
         Section 401(a)(13)(C) entered into on or after January 1, 2002, or (3)
         to the extent otherwise required or permitted by law, none of the
         benefits, payments, proceeds or distributions under this Plan shall be
         subject to the claim of any creditor of the Former Employee,
         Participant or Beneficiary hereunder, or to any legal process by any
         creditor of such Former Employee, 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 this
         Plan except to the extent expressly provided herein to the contrary. If
         any Participant shall attempt to dispose of the benefits provided for
         him hereunder, or to dispose of the right to receive such benefits, or
         in the event there should be an effort to seize such benefits or the
         right to receive such benefits by attachment, execution or other legal
         or equitable process, such right may pass and be transferred, at the
         discretion of the Committee, to such one or more as may be appointed by
         the Committee from among the Beneficiaries, if any, theretofore
         designated by the Participant, or from the spouse, children or other
         dependents of the Participant, in such shares as the Committee may
         appoint. Any appointment so made by the Committee may be revoked by it
         at any time and further appointment made by it which may include the
         Participant.

10.04    Legally Incompetent; Minors.

         If any Former Employee, Participant or Beneficiary is a minor, or, in
         the judgment of the Committee, is otherwise legally incapable of
         personally receiving and giving a valid receipt for any payment due him
         hereunder, the Committee may, unless and until claim shall have been
         made by a duly appointed guardian or

                                      -59-

<PAGE>

         committee of such person, direct that such payment or any part thereof
         be made to such person's spouse, child, parent, brother or sister, or
         other person deemed by the Committee to have incurred expense for or
         assumed responsibility for the expenses of such person.

10.05    Discrimination.

         The Employer, through the Committee, shall administer the Plan in a
         uniform and consistent manner with respect to all Participants and
         shall not permit discrimination in favor of Highly Compensated
         Employees.

10.06    Claims.

         Any payment to a Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of this Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Trustee, Committee and the Employer, 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 Trustee, the
         Committee or the Employer, as the case may be.

10.07    Compliance With Applicable Laws.

         The Employer, through the Committee, shall interpret and administer the
         Plan in such manner that the Plan and Trust shall remain in compliance
         with the Code, with the Act, and all other applicable laws, regulations
         and revenue rulings.

10.08    Merger.

         In the event of any merger or consolidation of the Plan with any other
         plan, or the transfer of assets or liabilities by the Plan to another
         plan, each Participant must receive (assuming that the Plan then
         terminated) a benefit immediately after the merger, consolidation, or
         transfer which is equal to or greater than the benefit such Participant
         would have been entitled to receive immediately before the merger,
         consolidation, or transfer (assuming that the Plan had then
         terminated), provided such merger, consolidation, or transfer took
         place after the date of enactment of the Act.

10.09    Forfeiture of Benefits Where Recipient Cannot be Located.

         (a) Except as provided in Section 10.09(b) below, if the Plan may
         distribute a Participant's Accrued Benefit and the Employer has been
         unable to locate said Participant or his Beneficiary after taking such
         actions as are prudent under the circumstances to locate the
         Participant or Beneficiary, the Committee shall declare the Accrued
         Benefit to be a forfeiture.

                                      -60-

<PAGE>

         (b) Should a Participant or Beneficiary whose benefit has been
         forfeited under the provisions of Section 10.09(a) later be located,
         the Committee shall immediately direct the Trustee to commence payment
         of benefits to said Participant or his Beneficiary, according to the
         terms of the Plan. The Employer shall make up any resultant deficiency
         in the Trust Fund as soon as possible thereafter.

10.10    Qualified Military Service.

         Notwithstanding any provision of this Plan to the contrary,
         contributions, benefits and service credit with respect to qualified
         military service will be provided in accordance with Code Section
         414(u). It is the intent of this Section 10.10 to adopt the IRS model
         amendment set forth in Rev. Proc. 96-49 for the purposes set forth in
         such revenue procedure.

10.11    Use of Electronic Media.

         Notwithstanding any provision of the Plan to the contrary, the Plan may
         fulfill any notice, election, consent, disclosure, or other requirement
         using electronic media, to the extent permitted by relevant guidance
         from the Internal Revenue Service or the Department of Labor.
         Electronic media includes, but is not limited to, e-mail, Internet,
         intranet systems, voice response, telephone, or other paperless
         systems. Accordingly, any requirement in the Plan or applicable law or
         regulations that a particular action be done in writing may be
         fulfilled electronically, to the extent permitted by the Internal
         Revenue Service or the Department of Labor.

         This Section 10.11 shall be effective January 1, 2002.

                                      -61-

<PAGE>

                                   ARTICLE XI

                                    RESERVED

                                      -62-

<PAGE>

                                   ARTICLE XII

                                 TOP-HEAVY RULES

12.01    General Rule.

         If the Plan is or becomes Top-Heavy, the provisions of this Article
         will supersede any conflicting provision in the Plan.

12.02    Definitions.

         (a)      Top-Heavy: The Plan shall be Top-Heavy for the Plan Year if,
                  as of the Determination Date, the present value of the Accrued
                  Benefits attributable to Key Employees exceeds 60% of the
                  present value of all Accrued Benefits under the Plan. If the
                  Employer maintains more than one plan, all plans in which any
                  Key Employee participates and all plans which enable this Plan
                  to satisfy the antidiscrimination requirements of Section
                  401(a)(4) and 410 must be combined with this Plan ("required
                  aggregation group") for the purposes of applying the 60% test
                  described in the preceding sentence. Plans maintained by the
                  Employer which are not in the required aggregation group may
                  be combined at the Employer's discretion with this Plan for
                  the purposes of determining Top-Heavy status if the combined
                  plan satisfies the requirements of Code Section 401(a)(4). If
                  the Employer maintains a defined contribution plan which is
                  aggregated with this Plan, the account balances of
                  participants under the defined contribution plan shall be
                  determined in accordance with the provisions of that plan and
                  combined with Accrued Benefits under this Plan for the purpose
                  of applying the 60% test described in the first sentence of
                  this paragraph.

                  In determining the present value of Participant Accrued
                  Benefits, all distributions made during the five year period
                  ending on the Determination Date shall be included. The
                  Accrued Benefit of (i) any employee who at one time was a Key
                  Employee but who is not a Key Employee for the Plan Year
                  ending on the Determination Date; and (ii) any employee who
                  has received no Compensation from the Employer or a related
                  employer maintaining a plan in the aggregation group for the
                  five years immediately preceding the Determination Date shall
                  be disregarded in determining Top-Heavy status.

                  For the purposes of this subsection, a Participant rollover
                  shall be included in the present value of Participant Accrued
                  Benefits except to the extent that the rollover was received
                  in a transaction consummated after December 31, 1983 which was
                  initiated by the Participant and the amount

                                      -63-

<PAGE>

                  received is attributable to a distribution or transfer from
                  the plan of an employer which is unrelated to the Employer.

                  Solely for the purpose of determining if the Plan, or any
                  other plan included in the required aggregation group, is
                  Top-Heavy, the Accrued Benefit of an Employee other than a Key
                  Employee shall be determined under (i) the method, if any,
                  that uniformly applies for accrual purposes under all plans
                  maintained by the Affiliates, or (ii) if there is no such
                  method, as if such benefit accrued not more rapidly than the
                  slowest accrual rate permitted under the fractional accrual
                  rate of Code Section 411(b)(1)(C). This paragraph shall be
                  effective January 1, 1987.

         (b)      Key Employee. Shall mean any Employee or former Employee (and
                  the Beneficiaries of such Employee) who at any time during the
                  Plan Year which ends on the Determination Date or the
                  preceding 4 Plan Years (1) was an officer of the Employer
                  having annual Compensation from the Employer greater than 50%
                  of the amount in effect under Code Section 415(b)(1)(A) for
                  such Plan Year; (ii) an owner (or considered an owner under
                  Section 318 of the Code) of one of the ten largest interests
                  in the Employer if such individual's Compensation equals or
                  exceeds the dollar limitation under Section 415(c)(1)(A) of
                  the Code; (iii) a 5-percent owner of the Employer; or (iv) a
                  1-percent owner of the Employer who has an annual Compensation
                  of more than $150,000.

         (c)      Determination Date: For any Plan Year, the last day of the
                  preceding Plan Year.

         (d)      Non-key Employee. Any Participant who is not a Key-Employee.

         (e)      Present Value: The present value of Accrued Benefits for the
                  purpose of determining Top-Heavy status, shall be calculated
                  in accordance with the actuarial assumptions specified in
                  Section 2.03 of the Plan.

12.03    Minimum Accrued Benefit.

         (a)      Notwithstanding any other provision in this Plan except (b)
                  below, for any Plan Year in which this Plan is Top-Heavy, each
                  Participant who is not a Key Employee and has completed 1,000
                  Hours of Service will accrue a benefit (to be provided solely
                  by Employer contributions and expressed as a single life
                  annuity commencing at Normal Retirement Age) of not less than
                  two percent (2%) of his or her highest average Compensation
                  for the five consecutive years for which the Participant had
                  the highest Compensation. The minimum accrual applies even
                  though under other Plan provisions the Participant would not
                  otherwise be entitled to receive an accrual, or would have
                  received a lesser accrual for the year because

                                      -64-

<PAGE>

                  (i) the Participant fails to make mandatory contributions to
                  the Plan, (ii) the Participant's Compensation is less than a
                  stated amount, (iii) the Participant is not employed on the
                  last day of the accrual computation period, or (iv) the Plan
                  is integrated with Social Security.

         (b)      No additional benefit accruals shall be provided pursuant to
                  (a) above to the extent that the total accrual on behalf of
                  the Participant attributable to Employer contributions will
                  provide a benefit expressed as a single life annuity
                  commencing at Normal Retirement Age that equals or exceeds 20
                  percent of the Participant's highest average compensation for
                  the five consecutive years for which the Participant had the
                  highest compensation. Also, the benefit accrual requirement of
                  this section shall not apply if the Employer maintains a
                  defined contribution plan and contributes thereto an amount
                  sufficient to render the benefit accrual requirements of this
                  section inapplicable under regulations prescribed by the
                  Secretary of the Treasury.

12.04    Form of Benefit.

         If the form of benefit is other than a single life annuity, the
         Participant must receive an amount that is the actuarial equivalent of
         the minimum single life annuity benefit. If the benefit commences at a
         date other than at Normal Retirement Age, the Participant must receive
         at least an amount that is the actuarial equivalent of the minimum
         single life annuity benefit commencing at Normal Retirement Age.

12.05    Nonforfeitability of Employer Top-Heavy Contribution.

         The Employer Top-Heavy Accrued Benefit (to the extent required to be
         nonforfeitable under Code Section 416(b)) may not be forfeited under
         Code Sections 411(a)(3)(B) or 411(a)(3)(D).

12.06    Minimum Vesting.

         If the Plan becomes Top Heavy, the following vesting schedule shall be
         applied notwithstanding any provision in this Plan to the contrary:

<TABLE>
<CAPTION>
  Vesting Service     Percent of Accrued
at Termination Date     Benefit Vested
-------------------   ------------------
<S>                   <C>
      2 years                20%
      3 years                40%
      4 years                60%
      5 years                80%
      6 years               100%
</TABLE>

                                      -65-

<PAGE>

         The vesting schedule described above shall not apply to any Participant
         unless the Participant has accumulated at least one Hour of Service
         after the Plan becomes Top Heavy. If the Plan becomes Top Heavy and
         subsequently ceases to be such, the vesting schedule described above
         shall continue to apply in determining the vested Accrued Benefit of
         any Participant who has at least three years of Vesting Service on the
         last day of the Top Heavy Plan Year. Notwithstanding the foregoing, no
         change in the vesting schedule shall reduce the then vested percentage
         of any Participant's Accrued Benefit.

12.07    Combined Plan Limitation For Top-Heavy Years Repealed.

         Effective January 1, 2000, adjustments to the combined plan limitation
         of Code Section 415 for top heavy plans are repealed and no longer
         applicable.

                                      -66-

<PAGE>

                                  ARTICLE XIII

                                MAXIMUM BENEFITS

13.01    General Rule.

         The annual benefit payable to a Participant at any time shall not
         exceed the maximum permissible amount. "Maximum permissible amount"
         shall mean the lesser of (i) $90,000 (such limitation to be adjusted
         automatically as determined by the Commissioner of Internal Revenue for
         each calendar year, and the new limitation to apply to limitation years
         ending within the calendar year of the date of the adjustment); or (ii)
         100 percent of the Participant's highest average compensation. If the
         annual benefit commences before or after the Participant's Social
         Security Retirement Age, the maximum permissible amount shall be
         determined under Section 415 of the Code and Regulations and rulings
         thereunder. If the annual benefit commences when the Participant has
         less than ten years of Vesting Service with the Company or less than
         ten years of participation in this Plan or any predecessor plan to this
         Plan, the maximum permissible amount otherwise defined above shall be
         reduced by one-tenth for each year less than ten in accordance with
         applicable regulations.

13.02    Combined Plan Limitations.

         Effective January 1, 2000, the provisions of the Plan dealing with the
         combined plan limitations of Code Section 415(c) are deleted.

13.03    Definitions. For purposes of Article XIII, the following definitions
         shall apply:

         (a)      "Annual benefit" means Retirement Income under the Plan which
                  is payable annually in the form of a straight life annuity.
                  The interest rate assumption used to determine actuarial
                  equivalence for this purpose shall be the greater of the
                  interest rate specified in this plan or 5 percent. No
                  actuarial adjustment to the benefit is required for (i) the
                  value of a qualified Joint and Survivor Annuity; (ii) the
                  value of benefits that are not directly related to retirement
                  benefits (such as a qualified disability benefit,
                  pre-retirement death benefits, and post-retirement medical
                  benefits); or (iii) the value of post-retirement
                  cost-of-living increases made in accordance with federal
                  income tax regulations.

         (b)      "Compensation" means a Participant's wages as defined in Code
                  Section 3401(a) (wages subject to income tax withholding at
                  the source) but without regard to exceptions contained in Code
                  Section 3401(a) for wages based on the nature or location of
                  the employment or the services performed. The intent of this
                  definition is to comply with the alternative

                                      -67-

<PAGE>

                  definition of compensation described in Treasury Regulation
                  Section 1.415-2(d)(11)(ii).

         (c)      "Employer" means an Affiliate.

         (d)      "Highest average compensation" means the average compensation
                  for the three consecutive years of Credited Service with the
                  Employer that produces the highest average.

         (e)      "Limitation year" means the Plan Year.

         (f)      "Annual additions" means the sum of the following amounts
                  credited to a Participant's account for the limitation year:

                  (i)      Employer contributions;

                  (ii)     Forfeitures;

                  (iii)    nondeductible employee contributions; provided,
                           however, that the annual addition for any limitation
                           year beginning before January 1, 1987 shall not be
                           recomputed to treat nondeductible employee
                           contributions as an annual addition; and

                  (iv)     Amounts described in Code Sections 415(l)(1) and
                           419A(d)(2).

         (g)      "Social Security Retirement Age" shall mean the age used as
                  the retirement age for the Participant under Section 216(l) of
                  the Social Security Act, except that such section shall be
                  applied without regard to the age increase factor, and as if
                  the early retirement age under Section 216(l) of such Act were
                  62.

                                      -68-

<PAGE>

                                   ARTICLE XIV

                          HIGHLY COMPENSATED EMPLOYEES

14.01    In General.

         For the purposes of this Plan, the term "Highly Compensated Employee"
         is any active Employee described in Section 14.02 below and any Former
         Employee described in Section 14.03 below. Various definitions used in
         this Section are contained in Section 14.04. A Non-highly Compensated
         Employee is an Employee who is not a Highly Compensated Employee.

14.02    Highly Compensated Employees.

         (a)      Look-Back Year. An Employee is a Highly Compensated Employee
                  if during a Look Back Year the Employee:

                  (1) is a 5 Percent Owner; or

                  (2) receives Compensation in excess of $85,000.

                  The dollar amount described above shall be increased annually
                  as provided in Code Section 414(q)(1).

         (b)      Current Year. An Employee is a Highly Compensated Employee if
                  during a Current Year the Employee is a 5 Percent Owner.

14.03    Former Highly Compensated Employee.

         A Former Employee is a Highly Compensated Employee if (applying the
         rules of Section 14.02(a) or (b)) the Former Employee was a Highly
         Compensated Employee during a Separation Year or during any Current
         Year ending on or after the Former Employee's 55th birthday.

14.04    Definitions.

         The following special definitions shall apply to this Article 14:

         Compensation shall have that meaning as elected by the Committee
         provided the definition satisfies Code Section 415(c)(3).

         Current Year shall mean the current Plan Year.

                                      -69-

<PAGE>

         Employer for purposes of this Article 14 shall mean the Employer and
         its Affiliates.

         5 Percent Owner shall mean any Employee who owns or is deemed to own
         (within the meaning of Code Section 318), more than five percent of the
         value of the outstanding stock of the Employer or stock possessing more
         than five percent of the total combined voting power of the Employer.

         Former Employee shall mean an Employee (i) who has incurred a Severance
         from Service Date or (ii) who remains employed by the Employer but who
         has not performed services for the Employer during the Current Year
         (e.g., an Employee on Authorized Leave of Absence).

         Look Back Year shall mean the Plan Year preceding the Current Year, or
         if the Employer elects (and such election is available to the
         Employer), the calendar year ending with or within the Current Year.

         Separation Year shall mean any of the following years:

         (1)      An Employee who incurs a Separation from Service Date shall
                  have a Separation Year in the Current Year in which such
                  Separation from Service Date occurs;

         (2)      An Employee who remains employed by the Employer but who
                  temporarily ceases to perform services for the Employer (e.g.,
                  an Employee on Leave of Absence) shall have a Separation Year
                  in the calendar year in which he last performs services for
                  the Employer;

         (3)      An Employee who remains employed by the Employer but whose
                  Compensation for a calendar year is less than 50% of the
                  Employee's average annual Compensation for the immediately
                  preceding three calendar years (or the Employee's total years
                  of employment, if less) shall have a Separation Year in such
                  calendar year. However, such Separation Year shall be ignored
                  if the Employee remains employed by the Employer and the
                  Employee's Compensation returns to a level comparable to the
                  Employee's Compensation immediately prior to such Separation
                  Year.

14.05    Other Methods Permissible.

         To the extent permitted by the Code, judicial decisions, Treasury
         Regulations and IRS pronouncements, the Committee may (without further
         amendment to this Plan) take such other steps and actions or adopt such
         other methods or procedures (in addition to those methods and
         procedures described in this Article 14) to determine and identify
         Highly Compensated Employees (including

                                      -70-

<PAGE>

         adopting alternative definitions of Compensation which satisfy Code
         Section 414(q)(7) and are uniformly applied).

                                      -71-

<PAGE>

                                   ARTICLE XV

                                EGTRRA AMENDMENTS

15.01    Background.

         (a)      Adoption and effective date of amendment. This Article 15 is
                  adopted to reflect certain provisions of the Economic Growth
                  and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
                  amendment is intended as good faith compliance with the
                  requirements of EGTRRA and is to be construed in accordance
                  with EGTRRA and guidance issued thereunder. Except as
                  otherwise provided, this Article 15 shall be effective as of
                  the first day of the first plan year beginning after December
                  31, 2001.

         (b)      Supersession of inconsistent provisions. This Article 15 shall
                  supersede the provisions of the Plan to the extent those
                  provisions are inconsistent with the provisions of this
                  Article 15.

15.02    Limitations on Benefits.

         (a)      Effective date. This section shall be effective for limitation
                  years ending after December 31, 2001.

         (b)      Effect on participants. Benefit increases resulting from the
                  increase in the limitations of section 415(b) of the Code
                  shall be provided to all employees participating in the plan
                  who have one hour of service on or after the first day of the
                  first limitation year ending after December 31, 2001.

         (c)      Definitions.

                  (i)      Defined benefit dollar limitation. The "defined
                           benefit dollar limitation" is $160,000, as adjusted,
                           effective January 1 of each year, under section
                           415(d) of the Code in such manner as the Secretary
                           shall prescribe, and payable in the form of a
                           straight life annuity. A limitation as adjusted under
                           section 415(d) will apply to limitation years ending
                           with or within the calendar year for which the
                           adjustment applies.

                  (ii)     Maximum permissible benefit: The "maximum permissible
                           benefit" is the lesser of the defined benefit dollar
                           limitation or the defined benefit compensation
                           limitation (both adjusted where required, as provided
                           in (A) and, if applicable, in (B) or (C) below).

                                      -72-

<PAGE>

                           (A)      If the participant has fewer than 10 years
                                    of participation in the plan, the defined
                                    benefit dollar limitation shall be
                                    multiplied by a fraction, (I) the numerator
                                    of which is the number of years (or part
                                    thereof) of participation in the plan and
                                    (II) the denominator of which is 10. In the
                                    case of a participant who has fewer than 10
                                    years of service with the employer, the
                                    defined benefit compensation limitation
                                    shall be multiplied by a fraction, (I) the
                                    numerator of which is the number of years
                                    (or part thereof) of service with the
                                    employer and (II) the denominator of which
                                    is 10.

                           (B)      If the benefit of a participant begins prior
                                    to age 62, the defined benefit dollar
                                    limitation applicable to the participant at
                                    such earlier age is an annual benefit
                                    payable in the form of a straight life
                                    annuity beginning at the earlier age that is
                                    the actuarial equivalent of the defined
                                    benefit dollar limitation applicable to the
                                    participant at age 62 (adjusted under (A)
                                    above, if required). The defined benefit
                                    dollar limitation applicable at an age prior
                                    to age 62 is determined as the lesser of (I)
                                    the actuarial equivalent (at such age) of
                                    the defined benefit dollar limitation
                                    computed using the interest rate and
                                    mortality table (or other tabular factor)
                                    specified in Article II of the Plan and (ii)
                                    the actuarial equivalent (at such age) of
                                    the defined benefit dollar limitation
                                    computed using a 5 percent interest rate and
                                    the applicable mortality table as defined in
                                    Article II of the Plan. Any decrease in the
                                    defined benefit dollar limitation determined
                                    in accordance with this paragraph (b) shall
                                    not reflect a mortality decrement if
                                    benefits are not forfeited upon the death of
                                    the participant. If any benefits are
                                    forfeited upon death, the full mortality
                                    decrement is taken into account.

                           (C)      If the benefit of a participant begins after
                                    the participant attains age 65, the defined
                                    benefit dollar limitation applicable to the
                                    participant at the later age is the annual
                                    benefit payable in the form of a straight
                                    life annuity beginning at the later age that
                                    is actuarially equivalent to the defined
                                    benefit dollar limitation applicable to the
                                    participant at age 65 (adjusted under (A)
                                    above, if required). The actuarial
                                    equivalent of the defined benefit dollar
                                    limitation applicable at an age after age 65
                                    is determined as (I) the lesser of the
                                    actuarial equivalent (at such age) of the
                                    defined benefit dollar limitation computed
                                    using the interest rate and mortality table
                                    (or other tabular factor) specified in
                                    Article II of the Plan and (II) the
                                    actuarial equivalent (at such age) of the
                                    defined benefit dollar limitation computed

                                      -73-

<PAGE>

                                    using a 5 percent interest rate assumption
                                    and the applicable mortality table as
                                    defined in Article II of the Plan. For these
                                    purposes, mortality between age 65 and the
                                    age at which benefits commence shall be
                                    ignored.

15.03    Increase In Compensation Limit.

         (a)      Increase in limit. The annual compensation of each participant
                  taken into account in determining benefit accruals in any plan
                  year beginning after December 31, 2001, shall not exceed
                  $200,000. Annual compensation means compensation during the
                  plan year or such other consecutive 12-month period over which
                  compensation is otherwise determined under the plan (the
                  determination period).

                  In determining benefit accruals in plan years beginning after
                  December 31, 2001, the annual compensation limit in this
                  paragraph (a), for determination periods beginning before
                  January 1, 2002, shall be $200,000.

         (b)      Cost-of-living adjustment. The $200,000 limit on annual
                  compensation in paragraph (a) shall be adjusted for
                  cost-of-living increases in accordance with section
                  401(a)(17)(B) of the Code. The cost-of-living adjustment in
                  effect for a calendar year applies to annual compensation for
                  the determination period that begins with or within such
                  calendar year.

15.04    Modification Of Top-Heavy Rules.

         (a)      Effective date. This section shall apply for purposes of
                  determining whether the plan is a top-heavy plan under section
                  416(g) of the Code for plan years beginning after December 31,
                  2001, and whether the plan satisfies the minimum benefits
                  requirements of section 416(c) of the Code for such years.
                  This section amends Article XII of the Plan.

         (b)      Determination of top-heavy status.

                  (I)      Key employee. Key employee means any employee or
                           former employee (including any deceased employee) who
                           at any time during the plan year that includes the
                           determination date was an officer of the employer
                           having annual compensation greater than $130,000 (as
                           adjusted under section 416(i)(1) of the Code for plan
                           years beginning after December 31, 2002), a 5-percent
                           owner of

                                      -74-

<PAGE>

                           the employer, or a 1-percent owner of the employer
                           having annual compensation of more than $150,000. For
                           this purpose, annual compensation means compensation
                           within the meaning of section 415(c)(3) of the Code.
                           The determination of who is a key employee will be
                           made in accordance with section 416(i)(1) of the Code
                           and the applicable regulations and other guidance of
                           general applicability issued thereunder.

                  (II)     Determination of present values and amounts. This
                           section 15.04(b)(II) shall apply for purposes of
                           determining the present values of accrued benefits
                           and the amounts of account balances of employees as
                           of the determination date.

                           (A)      Distributions during year ending on the
                                    determination date. The present values of
                                    accrued benefits and the amounts of account
                                    balances of an employee as of the
                                    determination date shall be increased by the
                                    distributions made with respect to the
                                    employee under the plan and any plan
                                    aggregated with the plan under section
                                    416(g)(2) of the Code during the 1-year
                                    period ending on the determination date. The
                                    preceding sentence shall also apply to
                                    distributions under a terminated plan which,
                                    had it not been terminated, would have been
                                    aggregated with the plan under section
                                    416(g)(2)(A)(i) of the Code. In the case of
                                    a distribution made for a reason other than
                                    separation from service, death, or
                                    disability, this provision shall be applied
                                    by substituting "5-year period" for "1-year
                                    period."

                           (B)      Employees not performing services during
                                    year ending on the determination date. The
                                    accrued benefits and accounts of any
                                    individual who has not performed services
                                    for the employer during the 1-year period
                                    ending on the determination date shall not
                                    be taken into account.

         (c)      Minimum benefits. For purposes of satisfying the minimum
                  benefit requirements of section 416(c)(1) of the Code and the
                  plan, in determining years of service with the employer, any
                  service with the employer shall be disregarded to the extent
                  that such service occurs during a plan year when the plan
                  benefits (within the meaning of section 410(b) of the Code) no
                  key employee or former key employee.

                                      -75-

<PAGE>

15.05    Direct Rollovers Of Plan Distributions.

         (a)      Effective date. This section shall apply to distributions made
                  after December 31, 2001.

         (b)      Modification of definition of eligible retirement plan. For
                  purposes of the direct rollover provisions in Section 6.07 of
                  the Plan, an eligible retirement plan shall also mean an
                  annuity contract described in section 403(b) of the Code and
                  an eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this plan. The
                  definition of eligible retirement plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former spouse who is the alternate payee under a qualified
                  domestic relation order, as defined in section 414(p) of the
                  Code.

                                      -76-

<PAGE>

         IN WITNESS WHEREOF, the Employer 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, 2001.

                                           GENUINE PARTS COMPANY

                                           By: /s/ Frank M. Howard
                                              --------------------------------

                                           Title: Vice President and Treasurer
                                                  ----------------------------

                                           Date: February 27, 2002
                                                 -----------------------------
Attest: /s/ Janet Kirby
       --------------------------

                                      -77-

<PAGE>

                                   SCHEDULE A

              PARTICIPATING EMPLOYERS DESIGNATED UNDER SECTION 9.04

                                             Extent of Credit for
      Name and                                 Service with a
      Designation                           Participating Employer
         Date                              Prior to Designation Date
      -----------                          -------------------------
1.  S.P. Richards                   Participants in the Plan who were employed
    Company                         by S. P. Richards Company shall receive
    January 1, 1984                 Credited Service for all purposes of this
                                    Plan beginning with their employment
                                    commencement date with S. P. Richards
                                    Company but subject to all of the rules
                                    concerning crediting of service set forth in
                                    this Plan.

2.  Balkamp, Inc.                   Participants in the Plan who were employed
    and National                    by Balkamp, Inc. or affiliates NAPA shall
    Automotive Parts                receive Credited Service and Vesting Service
    Association (NAPA)              for all purposes of this Plan beginning with
    January 1, 1984                 their employment commencement date with
                                    Balkamp, Inc. or NAPA, Inc. but subject to
                                    all of the rules concerning crediting of
                                    service set forth in this plan.

3.  Motion                          Eligibility:
    Industries,                     Employees of Motion whose initial date of
    Inc. ("Motion")                 hire is on or after January 1, 1984, shall
    January 1, 1984                 automatically become Participants of this
                                    Plan on the date such Employee satisfies the
                                    age and service requirements of Section 3.02
                                    (and for such purpose all employment with
                                    Motion shall be counted as though it was
                                    employment with the Company).

                                    Employees of Motion whose initial date of
                                    hire is prior to January 1, 1984, and who
                                    have made an election in the manner
                                    authorized by the committee not to
                                    participate in the Motion Industries, Inc.
                                    Profit Sharing Plan (the "Profit Sharing
                                    Plan") shall commence participation in this
                                    Plan, effective as follows:

                                      -78-

<PAGE>

                                    1) Employees hired prior to January 1, 1984,
                                    who were Participants in the Profit Sharing
                                    Plan as of December 31, 1983, shall
                                    participate in this Plan effective as of
                                    January 1, 1984, and

                                    2) Employees hired prior to January 1, 1984,
                                    who were not Participants in the Profit
                                    Sharing Plan shall become Participants in
                                    this Plan on the date that they would have
                                    been eligible to participate in the Profit
                                    Sharing Plan if the Profit Sharing Plan as
                                    in effect on December 31, 1983 had continued
                                    unchanged.

                                    Participants in this Plan employed by Motion
                                    who were not participants in the Motion
                                    Profit Sharing Plan as of December 31, 1983,
                                    shall receive Credited Service and Vesting
                                    Service for all purposes of this Plan
                                    beginning with their employment commencement
                                    date with Motion but subject to all of the
                                    rules concerning crediting of service set
                                    forth in this Plan.

                                    Participants employed by Motion who were
                                    participants in the Motion Profit Sharing
                                    Plan as of December 31, 1983 and who elected
                                    to commence participation in this Plan
                                    effective January 1, 1984, shall receive
                                    Vesting Service for purposes of determining
                                    an Employee's vested percentage under
                                    Section 4.05; but service with Motion prior
                                    to January 1, 1984 shall not be credited for
                                    purposes of determining the amount of such
                                    Employee's Retirement Income.

                                    Effective January 1, 1990, the Profit
                                    Sharing Plan was terminated. Employees of
                                    Motion who participated in the Profit
                                    Sharing Plan on December 31, 1989, and who
                                    are employed by Motion on January 1, 1990,
                                    shall commence participation in this Plan
                                    effective as of January 1, 1990. Such
                                    Participants shall receive Vesting Service
                                    under this Plan beginning with their
                                    employment commencement date with Motion but
                                    only for the purpose described in the
                                    following sentence and subject to all of the
                                    rules concerning crediting of service set
                                    forth in this Plan. The Participants

                                      -79-

<PAGE>

                                    discussed in this paragraph shall receive
                                    Vesting Service for purposes of determining
                                    an Employee's vested percentage under
                                    Section 4.05. In no event, shall such
                                    Participants receive Credited Service prior
                                    to January 1, 1990 for purposes of
                                    determining the amount of such Employee's
                                    Retirement Income.

                                      -80-

<PAGE>

                                   SCHEDULE B

                  CREDIT FOR SERVICE WITH PREDECESSOR EMPLOYERS

OVERVIEW

Prior to January 1, 2000, the Company maintained Sections I, II and III of this
Schedule B. Effective January 1, 2000, however, no additional changes, other
than historic changes, will be made to Sections I, II or III. Beginning January
1, 2000 rules regarding past service credit will be governed by Section IV.

I.       This Section I shall apply to acquisitions occurring prior to January
         1, 2000.

         Participants employed by a predecessor employer not listed in Sections
         II or III below shall be deemed to have as their date of Employment for
         all purposes of this Plan, the date the predecessor employer was
         acquired by or merged into Genuine Parts Company.

II.      Participants employed by the following predecessor employers shall
         receive Credited Service and Vesting Service for all purposes of this
         Plan beginning with their employment commencement date with that
         predecessor employer but subject to all the rules concerning crediting
         of service set forth in this Plan.

         1.       Clark Siviter Co.
                  St. Petersburg, FL

         2.       Standard Parts Company
                  Columbia, SC

         3.       Standard Unit Parts Company
                  Normal, IL

                  Except that the benefits provided to Mark R. Larson under this
                  Plan shall be reduced by one hundred percent (100%) of the
                  benefits provided under that certain Salary Continuation
                  Agreement dated January 10, 1977 in the event of his
                  retirement, death, disability or other termination of service.

         4.       General Automotive Parts Company and its subsidiaries

         5.       NAPA Des Moines Warehouse

III.     (a) Acquisitions Prior to January 1, 1994.

         Participants employed by those predecessor employers listed below that
         were acquired prior to January 1, 1994 shall be deemed to have as their
         date of

                                      -81-

<PAGE>

         Employment for all purposes of this Plan, the date the predecessor
         employer was acquired by or merged into Genuine Parts Company or its
         subsidiaries. However, after an employee of such predecessor employer
         becomes a Participant in the Plan by satisfying the requirements of
         Section 3.02, such Participant shall receive credit for all employment
         with such predecessor employer for purposes of determining the
         Participant's vested percentage under Section 4.05(c). However, to
         receive such credit, the Employee must be actively employed by an
         Employer (as determined by the Committee) on the Employment Date.

         (b)  Acquisitions On or After January 1, 1994.

         Participants employed by those predecessor employers listed below that
         were acquired on or after January 1, 1994 shall receive credit under
         this Plan for all employment with such predecessor employer for
         purposes of (1) determining the Participant's vested percentage under
         Section 4.05(c). However, to receive such credit, the employee must be
         actively employed by an Employer (as determined by the Committee) on
         the Employment Date.

         Employees of the following predecessor employers that were acquired on
         or after January 1, 1994 and who are actively employed by an Employer
         (as determined by the Committee) on the Employment Date will receive
         credit for their employment with the predecessor employer for
         determining whether such Employees have satisfied the participation
         requirements of Article III.

         (c)  Important Restrictions.

         Vesting Service granted under (a) or (b) above may be forfeited or
         disregarded in accordance with Article II or other provisions of the
         Plan. Furthermore, no Vesting Service shall be granted for employment
         with a predecessor employer if the granting of such Vesting Service
         will adversely impact the tax qualified status of the Plan.

<TABLE>
<CAPTION>
        Name                                         Employment Date
-------------------------------------                ---------------
<S>                                                  <C>
Odell Hardware Company                               January 1, 1980
Greensboro, NC

Brooks-Noble Parts & Machine Co., Inc.               August 1, 1981
Jackson, MS

One Stop Auto Parts Inc.                             March 10, 1982
Lathan, NY

One Stop Auto Parts Inc.                             March 16, 1983
Albany, NY
</TABLE>

                                      -82-

<PAGE>

<TABLE>
<S>                                                  <C>
E. E. Long Inc.                                      September 1, 1984
Des Moines, IA

Motor Parts & Supply                                 April 1, 1986
Baton Rouge, LA

Chattanooga Service Auto Center                      May 1, 1986
Chattanooga, TN

Gerace Auto Parts                                    December 1, 1986
Port Allen, LA

Lawwill Auto Parts                                   September 1, 1987
Chattanooga, TN

Smith Automotive Corp.                               August 1, 1990
(2 stores) Martinez, GA & Belvedere, SC

Kings Parts Company, Inc.                            August 10, 1990
Lake Oswego, OR

W.K. NAPA on Kensington, Inc.                        August 10, 1990
Elk Grove Village, IL

Auto Parts, Inc. of Wilmington                       October 1, 1990
Wilmington, NC

Carolina Auto Parts of Thomasville, Inc.             October 1, 1990
Thomasville, NC

Stokes Auto Parts, Inc.                              October 1, 1990
Thomasville, NC

MGM Auto Parts, Inc.                                 November 1, 1990
Kenmore, NY

Wholesale Sationers Corp.                            December 1, 1990
Salt Lake City, UT (S.P. Richards)

Santa Monica Auto Parts                              November 1, 1990
Santa Monica, CA

Precise Industries, Inc.                             December 1, 1990
(2 Stores) Kingsport & Blountville, TN
</TABLE>

                                      -83-

<PAGE>

<TABLE>
<S>                                                  <C>
Automotive Service & Supply, Inc.                    December 1, 1990
(3 Stores) Kingsport, TN, Bristol & Abingdon, VA

NAPA Auto Parts of Lombard, Inc.                     December 1, 1990
Lombard, IL

Middleburg Parts and Hardware, Inc.                  December 31, 1990
Middleburg, FL

Strap Industries, Inc.                               March 1, 1991
Tempe, AZ

Anderson's Parts                                     March 1, 1991
Blue Springs, MO

Evergreen Automotive Supply, Inc.                    May 1, 1991
Chicago, IL

Heath Motor Supply Co.                               July 1, 1991
Panama City, FL

Bryant Stooks - D.J.'s Auto Supply                   July 1, 1991
(2 Stores) Chandler and Mesa, AZ

NAPA Auto Parts Store of John Nall                   August 1, 1991
South Milwaukee, WI

Deer Park Automotive Parts, Inc.                     September 1, 1991
Mt. Carmel, OH

T & L Auto Parts Company, Inc.                       October 1, 1991
(4 Stores) Fayetteville, NC

B.W.P. Ltd.                                          October 1, 1991
(2 Stores) Fayetteville, Roseboro, NC

Auto Parts of Clinton                                October 1, 1991
Clinton, NC

Byrd-Wood Parts Group, Inc.                          October 1, 1991
Fayetteville, NC

Burien Auto Parts, Inc.                              October 1, 1991
(2 Stores) Seattle, WA
</TABLE>

                                      -84-

<PAGE>

<TABLE>
<S>                                                  <C>
B.N. Auto Parts Co.                                  December 1, 1991
Marietta, GA

Capital Automotive Parts, Inc.                       December 1, 1991
Milwaukee, WI

Bill's Auto Supply, Inc.                             January 1, 1992
Milwaukee, WI

Bill's Auto Supply, Inc.                             January 1, 1992
Kansas City, MO

Bald Hill Auto Parts, Inc.                           February 1, 1992
Warwick, RI

Manton Auto Prats, Inc.                              February 1, 1992
Providence, RI

Hudson Auto Parts                                    February 1, 1992
Hudson, WI

B&B Genuine Auto Parts, Inc.                         February 16, 1992
Canton, OH

Jimmy's Auto Parts, Inc.                             March 1, 1992
Alpharetta, GA

West Town Auto Parts, Inc.                           June 1, 1992
Knoxville, TN

Lakeland Motor Parts, Inc.                           June 1, 1992
(2 Stores) Lakeland, FL

Haas Auto Parts & Machine Co., Inc.                  June 1, 1992
Jeffersonville, IN

Parts Dept. of Shakopee, Inc.                        June 1, 1992
Shakopee, MN

HMH Automotive Parts, Inc.                           June 1, 1992
(2 Stores) Galesburg, Monmouth, IL

Southern Parts & Electric, Inc.                      July 1, 1992
(4 Stores) Durham, NC
</TABLE>

                                      -85-

<PAGE>

<TABLE>
<S>                                                  <C>
Service Supply Co. of Douglasville, Inc.             July 1, 1992
Douglasville, GA

Service Supply Company of Dallas, Inc.               July 1, 1992
Dallas, GA

NAPA of Lemon Grove, Inc.                            August 1, 1992
La Mesa, CA

Whitewater Auto Supply, Inc.                         September 1, 1992
Janesville, WI

Regalia Auto Parts, Inc.                             September 1, 1992
Seattle, WA

Drexel Auto Parts, Inc.                              October 1, 1992
Huntsville, AL

Warren Auto Supply, Inc.                             December 4, 1992
(2 Stores) Warren, OH

Cal's Service Parts, Inc.                            January 1, 1993
(6 Stores) Boise, ID

H & G Enterprises, Inc.                              January 1, 1993
Louisville, KY

Kernersville Auto Parts, Inc.                        February 1, 1993
Kernersville, NC

McCowen Enterprises, Inc.                            April 1, 1993
(2 Stores) Champaign & Urbana, IL

Breese Company, Inc.                                 May 1, 1993
(3 Stores, Iowa City, Muscatine & Coralville, IA)

Young's Auto Supply Warehouse, Inc.                  July 1, 1993
Norfolk, VA

Joliet Auto Supply, Inc.                             July 1, 1993
Joliet, IL

Bryan - Rogers, Inc.                                 August 1, 1993
(3 Stores) Tupelo, Baldwyn & Amory, MS
</TABLE>

                                      -86-

<PAGE>

<TABLE>
<S>                                                  <C>
Hyllberg Enterprises, Inc.                           August 1, 1993
Virginia Beach, VA

Hager Auto & Industrial Parts, Inc.                  November 1, 1993
(2 Stores) Burlington & South Burlington, VT

M&B, Inc. (Lesker Office Supplies, Inc.)             November 1, 1993
Charlotte, NC

Ballard Auto Parts, Inc.                             January 1, 1994
Cornelius, NC

Service Parts of Hendersonville, Inc.                January 1, 1994
Hendersonville, NC

Power's Auto Parts, Inc.                             March 1, 1994
Williamsburg, VA

Big J Auto Parts, Inc.                               March 14, 1994
Johnson City, TN

Economy Auto Supply Co., Inc.                        April 1, 1994
Norfolk, VA

Paul's Automotive, Inc.                              April 1, 1994
Toledo, OH

Sulphur Springs Parts Co., Inc.                      June 1, 1994
Sulphur Springs, TX

The Parts Place                                      August 1, 1994
Gulfport, MS

A & J Automotive Co.                                 August 1, 1994
Dalton, GA

Clewiston Auto Parts, Inc.                           September 1, 1994
Clewiston, FL

Oregon City Auto Parts, Inc.                         October 1, 1994
Oregon City and Clackamas, OR

Kiema Car Part, Inc.                                 November 1, 1994
El Monte, CA
</TABLE>

                                      -87-

<PAGE>

<TABLE>
<S>                                                  <C>
Shoreline Auto Parts                                 November 1, 1994
Seattle, WA

Lockport Automotive Supply, Inc.                     December 1, 1994
Lockport, NY

Mircon, Inc. Scardsdale Auto Parts                   December 1, 1994
Scarsdale, NY

Motor Parts Company                                  December 1, 1994
Booneville, MS

Davis & Wilmar, Inc.                                 May 1, 1993
Pittsburg, PA                                        (Acquired 7/1/92)

The Parts, Inc.                                      January 1, 1995
Anchorage, AK                                        (Acquired 1/1/94)

Dade City Jobbing Group                              January 1, 1994
Dade City, FL                                        (Acquired 1/2/92)

Colorado Parts Company                               December 1, 1994
(4 stores) Ft. Collins, Loveland,
Longmont, CO

Serene Plaza Auto Parts                              December 1, 1994
Seattle, WA

Atlantic Tracy Inc.                                  November 1, 1995
Summerville, MA

Midcap Bearing Corporation                           June 1, 1995
San Antonio, TX

Motion Equipment, Inc.                               June 1, 1995
Houston, TX

Power Drives & Bearings, Inc.                        October 1,1995
Omaha, NB

Auto Parts Companies of Topeka                       July 1, 1996
Kansas City, KS

Auto Parts of Bonner Springs, Inc.                   July 1, 1996
</TABLE>

                                      -88-

<PAGE>

<TABLE>
<S>                                                  <C>
Bonner Springs, KS

Auto Parts of Holton, Inc.                           July 1, 1996
Holton, KS

Auto Parts of Junction City, Inc.                    July 1, 1996
Junction City, KS

Auto Parts of Leavenworth, Inc.                      July 1, 1996
Leavenworth, KS

Auto Parts of Salina, Inc.                           July 1, 1996
Salina, KS

Auto Parts of Sedalia, Inc.                          July 1, 1996
Sedalia, KS

Auto Parts West, Inc.                                July 1, 1996
Topeka, KS

Auto Supply North, Inc.                              July 1, 1996
Topeka, KS

Auto Parts of Eastboro, Inc.                         July 1, 1996
Topeka, KS

Auto Partsmith, Inc.                                 July 1, 1996
Topeka, KS

Auto Parts of Wichita #1, Inc.                       July 1, 1996
Wichita, KS

Auto Parts of Wichita #2, Inc.                       July 1, 1996
Wichita, KS

Auto Parts of Wichita #3, Inc.                       July 1, 1996
Wichita, KS

Auto Parts of St. Joe, Inc.                          July 1, 1996
St. Joseph, MO

Friend's Motor Supply, Inc.                          June 30, 1997
Hastings, NE

Standard Parts, Inc.                                 June 5, 1997
</TABLE>

                                      -89-

<PAGE>

<TABLE>
<S>                                                  <C>
Monroe, LA

Utah Bearing and Fabrication, Inc.                   October 3,1997
Salt Lake City, UT

Colorado Bearing and Supply, Inc.                    October 3, 1997
Denver, CO

Quality Auto Supply of Alaska, Inc.                  April 1, 1998
Palmer, AK

Berry Bearing Company /Tom Steel Div.                January 1, 1998
Lyons, IL                                            (Acquired 2/93)

Cascade Bearings                                     April 1, 1998
Yakima, WA

Horizon U.S.A. Data Supplies, Inc.                   August 1, 1998
Reno, NV                                             (Acquired on 4/1/95)

Berry Bearing Company (all divisions                 October 1, 1998
other than Tom Steel Division)                       (Acquired 2/93)
Lyons, IL

EIS, Inc.                                            July 1, 2000
(including the following current and former
subsidiaries of EIS, Inc.: Com-Kyl, Inc.;
Scottsdale Tool & Supply, Inc.; Electronic
Tool Co., Inc.; Summit Insulation Supply Company,
Inc.; and H.A. Holden, Inc.)
Atlanta, GA                                          (Acquired 7/98)

Johnson Industries                                   January 1, 2001
(including the following current and former
subsidiaries of Johnson Industries; C.P. Hunt
Company; Dealer Parts Service, Inc.; Uptown
Auto; L&D Enterprises, Inc.)                         (Acquired 12/31/98)
</TABLE>

IV.      Acquisitions On or After January 1, 2000

A.       Effective for acquisitions occurring on or after January 1, 2000,
         Participants employed by the predecessor employers listed in this
         subsection A, and who are

                                      -90-

<PAGE>

         employed on the first anniversary of the Acquisition Date listed below,
         shall receive credit under this Plan for all employment with such
         predecessor employer solely for purposes of determining (1) the
         Participants' vested percentage under Section 4.05(c); and (2) the
         Participants' eligibility to participate in the Plan pursuant to
         Article 3.

         Employees terminating employment prior to the first anniversary of the
         applicable Acquisition Date shall not participate in this Plan.

<TABLE>
<CAPTION>
Name                                  Acquisition Date
<S>                                   <C>
</TABLE>

B.       Effective for acquisitions occurring on or after January 1, 2000,
         Participants employed by the predecessor employers listed in this
         subsection B, and who are employed on the Employment Date listed below
         (the date the predecessor employer's employees are authorized to
         participate in the Plan), shall receive credit under this Plan for all
         employment with such predecessor employer solely for purposes of
         determining (1) the Participants' vested percentage under Section
         4.05(c); and (2) the Participants' eligibility to participate in the
         Plan pursuant to Article 3.

<TABLE>
<CAPTION>
Name                                  Employment Date
<S>                                   <C>
</TABLE>

                                       91

<PAGE>

                                   SCHEDULE C

                     TRUST FUND ESTABLISHED PURSUANT TO PLAN

                  Under the Plan, the Employer may establish multiple trust
         funds ("sub-trusts") pursuant to one or more agreements of trust
         between the Employer and one or more trustees to provide the benefits
         of the Plan. The Plan also provides that the term Trust Fund includes
         any group annuity or deposit administration contract entered into
         between the Employer and an Insurer. All such sub-trusts in the
         aggregate shall comprise the Trust Fund as defined in Section 2.48 of
         the Plan. The Trust Fund (including all sub-trusts) shall be available
         to provide all benefits under the Plan to any Plan Participant
         irrespective of the division or unit which employs such Participant.

                  As of January 1, 1989, the following sub-trusts comprise the
         Trust Fund under the Plan:

                  1. Agreement of Trust Entered Into Between Genuine Parts
         Company and Trust Company Bank Effective as of January 1, 1975.

                  2. Group Annuity Contract Number GA1466 Issued by Aetna Life
         Insurance Company to Balkamp Inc.

                                      -92-

<PAGE>

                                   SCHEDULE D

                SPECIAL PROVISIONS RELATING TO RETIREMENT WINDOWS
                              (SEE SECTION 4.02(c))

1.       Retirement Window for Certain Employees of the Mid-South Data
         Processing and D.C. Accounting to Normal, Illinois. Employees who have
         attained age 55 and earned 15 or more years of Credited Service as of
         December 31, 1989 and who are employed on October 31, 1989 by (1)
         Mid-South Data Processing, (2) Mid-South Distribution Center
         Accounting, or (3) Memphis-area Locals may elect early retirement
         without the early retirement reduction factor described in Section
         4.02(b) of the Plan. Such eligible Employees must notify the Company of
         their desire to elect early retirement between September 19, 1989 and
         October 31, 1989 (inclusive) and must actually retire from the Company
         between December 31, 1989 and February 1, 1990 (inclusive). The term
         "Memphis-area Locals" refers to Company-owned (NAPA) stores located in
         the Memphis area served by the Memphis Distribution Center. All
         eligible Employees will be notified of this special early retirement on
         or about September 19, 1989.

2.       Retirement Window for Certain Employees Employed by Rayloc Atlanta.
         Employees who (1) were actively employed on October 21, 1994, by Rayloc
         and continuously employed thereafter by Rayloc through December 31,
         1994, at its Atlanta facility; and, (2) have attained age 59-1/2 but
         are younger than age 65 (i.e., born after January 1, 1930 and before
         July 1, 1935); and, (3) have earned 15 or more years of Credited
         Service may elect early retirement without the early retirement
         reduction factor described in Section 4.02(b) of the Plan. Such
         eligible Employees must notify the Company of their desire to elect
         early retirement between October 21, 1994, and December 9, 1994
         (inclusive) and must actually terminate employment from Rayloc on
         December 31, 1994 (with early retirement effective January 1, 1995).

3.       Retirement Window for Closure of the Customer Financial Management
         Services Office for the Eastern Division. The following non-highly
         compensated employees may elect early retirement without the early
         reduction factor described in Section 4.02(b) of the Plan. Such
         non-highly compensated employees must notify the Company of their
         desire to elect the early retirement window between August 5, 1998 and
         September 30, 1998. Only the following Participants are eligible for
         this early retirement window: Kathleen D. Rosa and Joan E. Garofalo.

4.       Additional Retirement Windows for Closure of Accounts Receivable and
         Accounts Payable Departments. The Company made a decision in 1998 to
         begin closing certain accounts receivable departments and accounts
         payable departments at various distribution centers. Non-highly
         compensated employees (1) who were

                                      -93-

<PAGE>

         age 55 with at least fifteen years of Credited Service on their
         Termination Date, (2) who were in active Employment on the date the
         Company notified the affected accounts receivable and accounts payable
         departments of their closure and remained in active employment until
         the close of the "early retirement window", unless the Company
         consented to an earlier Terminated Date, and (3) whose job was
         scheduled to be eliminated as a result of such closure could elect,
         within defined dates set forth by the Company ("early retirement
         window") to elect early retirement. Non-highly compensated employees
         who satisfied the requirements described above and who properly
         completed forms provided by the Company within the time period
         established by the Company, received his or her monthly Retirement
         Income without the early reduction factor described in Section 4.02(b)
         of the Plan (to the extent permitted by law).

                                      -94-