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                                                                   EXHIBIT 10.55

                              GENUINE PARTS COMPANY
                          1999 LONG-TERM INCENTIVE PLAN
                (AS AMENDED AND RESTATED AS OF NOVEMBER 19, 2001)

                                    ARTICLE I
                                     PURPOSE

         1.1      GENERAL. The purpose of the Genuine Parts Company 1999
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Genuine Parts Company (the "Company"), by linking the personal
interests of its employees, officers and directors to those of Company
shareholders and by providing such persons with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees,
officers and directors upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to selected
employees, officers and directors.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1      EFFECTIVE DATE. The Plan shall be effective as of the date
upon which it shall be approved by the shareholders of the Company.

                                    ARTICLE 3
                                   DEFINITIONS

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

         (a)      "Award" means any Option, Restricted Stock Award, Performance
                  Unit Award, or Other Stock-Based Award, or any other right or
                  interest relating to Stock or cash, granted to a Participant
                  under the Plan.

         (b)      "Award Agreement" means any written agreement, contract, or
                  other instrument or document evidencing an Award.

         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Change in Control" means and includes each of the following:

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                  (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
                           the Company 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 Effective Date the beneficial owner of 20% or
                           more of the Outstanding Company Voting Securities,
                           (ii) any acquisition directly from the Company, (iii)
                           any acquisition by the Company, (iv) any acquisition
                           by any employee benefit plan (or related trust)
                           sponsored or maintained by the Company or any
                           corporation controlled by the Company, or (v) any
                           acquisition by any corporation pursuant to a
                           transaction which complies with clauses (i), (ii) and
                           (iii) of subsection (3) of this definition; or

                  (2)      Individuals who, as of the Effective Date, 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 Effective Date
                           whose election, or nomination for election by the
                           Company's 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 the Company (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 the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such

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                           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
                           the Company 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 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 the Company of a
                           complete liquidation or dissolution of the Company.

         (e)      "Code" means the Internal Revenue Code of 1986, as amended
                  from time to time.

         (f)      "Committee" means the committee of the Board described in
                  Article 4.

         (g)      "Company" means Genuine Parts Company, a Georgia corporation.

         (h)      "Covered Employee" means a covered employee as defined in Code
                  Section 162(m)(3).

         (i)      "Disability" shall mean any illness or other physical or
                  mental condition of a Participant that renders the Participant
                  incapable of performing his customary and usual duties for the
                  Company, or any medically determinable illness or other
                  physical or mental condition resulting from a bodily injury,
                  disease or mental disorder which, in the judgment of the
                  Committee, is permanent and continuous in nature. The
                  Committee may require such medical or other evidence as it
                  deems necessary to judge the nature and permanency of the
                  Participant's condition. Notwithstanding the above, with
                  respect to an Incentive Stock Option, Disability shall mean
                  Permanent and Total Disability as defined in Section 22(e)(3)
                  of the Code.

         (j)      "Effective Date" has the meaning assigned such term in Section
                  2.1.

         (k)      "Fair Market Value", on any date, means (i) if the Stock is
                  listed on a securities exchange or is traded over the Nasdaq
                  National Market, the closing sales price on such exchange or
                  over such system on such date or, in the absence of reported
                  sales on such date, the closing sales price on the immediately
                  preceding date on which sales were reported, or (ii) if the
                  Stock is not listed on a securities exchange or traded over
                  the Nasdaq National

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                  Market, the mean between the bid and offered prices as quoted
                  by Nasdaq for such date, provided that if it is determined
                  that the fair market value is not properly reflected by such
                  Nasdaq quotations, Fair Market Value will be determined by
                  such other method as the Committee determines in good faith to
                  be reasonable.

         (l)      "Incentive Stock Option" means an Option that is intended to
                  meet the requirements of Section 422 of the Code or any
                  successor provision thereto.

         (m)      "Non-Qualified Stock Option" means an Option that is not an
                  Incentive Stock Option.

         (n)      "Option" means a right granted to a Participant under Article
                  7 of the Plan to purchase Stock at a specified price during
                  specified time periods. An Option may be either an Incentive
                  Stock Option or a Non-Qualified Stock Option.

         (o)      "Other Stock-Based Award" means a right, granted to a
                  Participant under Article 12, that relates to or is valued by
                  reference to Stock or other Awards relating to Stock.

         (p)      "Parent" means a corporation which owns or beneficially owns a
                  majority of the outstanding voting stock or voting power of
                  the Company. For Incentive Stock Options, the term shall have
                  the same meaning as set forth in Code Section 424(e).

         (q)      "Participant" means a person who, as an employee, officer or
                  director of the Company or any Subsidiary, has been granted an
                  Award under the Plan.

         (r)      "Performance Unit" means a right granted to a Participant
                  under Article 9, to receive cash, Stock, or other Awards, the
                  payment of which is contingent upon achieving certain
                  performance goals established by the Committee.

         (s)      "Plan" means the Genuine Parts Company 1999 Long-Term
                  Incentive Plan, as amended from time to time.

         (t)      "Restricted Stock Award" means Stock granted to a Participant
                  under Article 10 that is subject to certain restrictions and
                  to risk of forfeiture.

         (u)      "Retirement" in the case of an employee means termination of
                  employment with the Company, a Parent or Subsidiary after
                  attaining age 65.

         (v)      "Stock" means the $1.00 par value common stock of the Company
                  and such other securities of the Company as may be substituted
                  for Stock pursuant to Article 13.

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         (w)      "Subsidiary" means any corporation, limited liability company,
                  partnership or other entity of which a majority of the
                  outstanding voting stock or voting power is beneficially owned
                  directly or indirectly by the Company. For Incentive Stock
                  Options, the term shall have the meaning set forth in Code
                  Section 424(f).

         (x)      "1933 Act" means the Securities Act of 1933, as amended from
                  time to time.

         (y)      "1934 Act" means the Securities Exchange Act of 1934, as
                  amended from time to time.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by the Compensation
and Stock Option Committee of the Board or, at the discretion of the Board from
time to time, by the Board. The Committee shall consist of two or more members
of the Board. It is intended that the directors appointed to serve on the
Committee shall be "non-employee directors" (within the meaning of Rule 16b-3
promulgated under the 1934 Act) and "outside directors" (within the meaning of
Code Section 162(m) and the regulations thereunder) to the extent that Rule
16b-3 and, if necessary for relief from the limitation under Code Section 162(m)
and such relief is sought by the Company, Code Section 162(m), respectively, are
applicable. However, the mere fact that a Committee member shall fail to qualify
under either of the foregoing requirements shall not invalidate any Award made
by the Committee which Award is otherwise validly made under the Plan. The
members of the Committee shall be appointed by, and may be changed at any time
and from time to time in the discretion of, the Board. During any time that the
Board is acting as administrator of the Plan, it shall have all the powers of
the Committee hereunder, and any reference herein to the Committee (other than
in this Section 4.1) shall include the Board.

         4.2      ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

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         (a)      Designate Participants;

         (b)      Determine the type or types of Awards to be granted to each
                  Participant;

         (c)      Determine the number of Awards to be granted and the number of
                  shares of Stock to which an Award will relate;

         (d)      Determine the terms and conditions of any Award granted under
                  the Plan, including but not limited to, the exercise price,
                  grant price, or purchase price, any restrictions or
                  limitations on the Award, any schedule for lapse of forfeiture
                  restrictions or restrictions on the exercisability of an
                  Award, and accelerations or waivers thereof, based in each
                  case on such considerations as the Committee in its sole
                  discretion determines;

         (e)      Accelerate the vesting or lapse of restrictions of any
                  outstanding Award, based in each case on such considerations
                  as the Committee in its sole discretion determines;

         (f)      Determine whether, to what extent, and under what
                  circumstances an Award may be settled in, or the exercise
                  price of an Award may be paid in, cash, Stock, other Awards,
                  or other property, or an Award may be canceled, forfeited, or
                  surrendered;

         (g)      Prescribe the form of each Award Agreement, which need not be
                  identical for each Participant;

         (h)      Decide all other matters that must be determined in connection
                  with an Award;

         (i)      Establish, adopt or revise any rules and regulations as it may
                  deem necessary or advisable to administer the Plan;

         (j)      Make all other decisions and determinations that may be
                  required under the Plan or as the Committee deems necessary or
                  advisable to administer the Plan; and

         (k)      Amend the Plan or any Award Agreement as provided herein.

         4.4.     DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

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                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1.     NUMBER OF SHARES. Subject to adjustment as provided in Section
12.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Performance Unit Award) shall be 9,000,000, of
which not more than 10% may be granted as Awards of Restricted Stock or
unrestricted Stock Awards.

         5.2.     LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and
shares subject to Awards settled in cash will be available for the grant of an
Award under the Plan.

         5.3.     STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4.     LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 12.1),
the maximum number of shares of Stock with respect to one or more Options that
may be granted during any one calendar year under the Plan to any one
Participant shall be 500,000. The maximum fair market value (measured as of the
date of grant) of any Awards other than Options that may be received by any one
Participant (less any consideration paid by the Participant for such Award)
during any one calendar year under the Plan shall be $7,500,000.

                                    ARTICLE 6
                                   ELIGIBILITY

         6.1.     GENERAL. Awards may be granted only to individuals who are
employees, officers or directors of the Company or a Parent or Subsidiary.

                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1.     GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

         (a)      EXERCISE PRICE. The exercise price per share of Stock under an
                  Option shall be determined by the Committee, provided that the
                  exercise price for any Option shall not be less than the Fair
                  Market Value as of the date of the grant.

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         (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall determine
                  the time or times at which an Option may be exercised in whole
                  or in part. The Committee also shall determine the performance
                  or other conditions, if any, that must be satisfied before all
                  or part of an Option may be exercised. The Committee may waive
                  any exercise provisions at any time in whole or in part based
                  upon factors as the Committee may determine in its sole
                  discretion so that the Option becomes exerciseable at an
                  earlier date.

         (c)      PAYMENT. The Committee shall determine the methods by which
                  the exercise price of an Option may be paid, the form of
                  payment, including, without limitation, cash, shares of Stock,
                  or other property (including "cashless exercise"
                  arrangements), and the methods by which shares of Stock shall
                  be delivered or deemed to be delivered to Participants;
                  provided that if shares of Stock surrendered in payment of the
                  exercise price were themselves acquired otherwise than on the
                  open market, such shares shall have been held by the
                  Participant for at least six months.

         (d)      EVIDENCE OF GRANT. All Options shall be evidenced by a written
                  Award Agreement between the Company and the Participant. The
                  Award Agreement shall include such provisions, not
                  inconsistent with the Plan, as may be specified by the
                  Committee.

         (e)      ADDITIONAL OPTIONS UPON EXERCISE. The Committee may, in its
                  sole discretion, provide in an Award Agreement, or in an
                  amendment thereto, for the automatic grant of a new Option to
                  any Participant who delivers shares of Stock as full or
                  partial payment of the exercise price of the original Option.
                  Any new Option granted in such a case (i) shall be for the
                  same number of shares of Stock as the Participant delivered in
                  exercising the original Option, (ii) shall have an exercise
                  price of 100% of the Fair Market Value of the surrendered
                  shares of Stock on the date of exercise of the original Option
                  (the grant date for the new Option), and (iii) shall have a
                  term equal to the unexpired term of the original Option.

         7.2.     INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

         (a)      EXERCISE PRICE. The exercise price per share of Stock shall be
                  set by the Committee, provided that the exercise price for any
                  Incentive Stock Option shall not be less than the Fair Market
                  Value as of the date of the grant.

         (b)      EXERCISE. In no event may any Incentive Stock Option be
                  exercisable for more than ten years from the date of its
                  grant.

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         (c)      LAPSE OF OPTION. An Incentive Stock Option shall lapse under
                  the earliest of the following circumstances; provided,
                  however, that the Committee may, prior to the lapse of the
                  Incentive Stock Option under the circumstances described in
                  paragraphs (3), (4) and (5) below, provide in writing that the
                  Option will extend until a later date, but if Option is
                  exercised after the dates specified in paragraphs (3), (4) and
                  (5) below, it will automatically become a Non-Qualified Stock
                  Option:

                  (1)      The Incentive Stock Option shall lapse as of the
                           option expiration date set forth in the Award
                           Agreement.

                  (2)      The Incentive Stock Option shall lapse ten years
                           after it is granted, unless an earlier time is set in
                           the Award Agreement.

                  (3)      If the Participant terminates employment for any
                           reason other than as provided in paragraph (4) or (5)
                           below, the Incentive Stock Option shall lapse, unless
                           it is previously exercised, three months after the
                           Participant's termination of employment; provided,
                           however, that if the Participant's employment is
                           terminated by the Company for cause or by the
                           Participant without the consent of the Company, the
                           Incentive Stock Option shall (to the extent not
                           previously exercised) lapse immediately.

                  (4)      If the Participant terminates employment by reason of
                           his Disability, the Incentive Stock Option shall
                           lapse, unless it is previously exercised, one year
                           after the Participant's termination of employment.

                  (5)      If the Participant dies while employed, or during the
                           three-month period described in paragraph (3) or
                           during the one-year period described in paragraph (4)
                           and before the Option otherwise lapses, the Option
                           shall lapse one year after the Participant's death.
                           Upon the Participant's death, any exercisable
                           Incentive Stock Options may be exercised by the
                           Participant's beneficiary, determined in accordance
                           with Section 11.6.

Unless the exercisability of the Incentive Stock Option is accelerated as
provided in Article 11, if a Participant exercises an Option after termination
of employment, the Option may be exercised only with respect to the shares that
were otherwise vested on the Participant's termination of employment.

         (d)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
                  (determined as of the time an Award is made) of all shares of
                  Stock with respect to which Incentive Stock Options are first
                  exercisable by a Participant in any calendar year may not
                  exceed $100,000.00.

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         (e)      TEN PERCENT OWNERS. No Incentive Stock Option shall be granted
                  to any individual who, at the date of grant, owns stock
                  possessing more than ten percent of the total combined voting
                  power of all classes of stock of the Company or any Parent or
                  Subsidiary unless the exercise price per share of such Option
                  is at least 110% of the Fair Market Value per share of Stock
                  at the date of grant and the Option expires no later than five
                  years after the date of grant.

         (f)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
                  Incentive Stock Option may be made pursuant to the Plan after
                  the day immediately prior to the tenth anniversary of the
                  Effective Date.

         (g)      RIGHT TO EXERCISE. During a Participant's lifetime, an
                  Incentive Stock Option may be exercised only by the
                  Participant or, in the case of the Participant's Disability,
                  by the Participant's guardian or legal representative.

         (h)      DIRECTORS. The Committee may not grant an Incentive Stock
                  Option to a non-employee director. The Committee may grant an
                  Incentive Stock Option to a director who is also an employee
                  of the Company or Parent or Subsidiary but only in that
                  individual's position as an employee and not as a director.

                                    ARTICLE 8
                                PERFORMANCE UNITS

         8.1.     GRANT OF PERFORMANCE UNITS. The Committee is authorized to
grant Performance Units to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Units granted to each Participant. All
Awards of Performance Units shall be evidenced by an Award Agreement.

         8.2.     RIGHT TO PAYMENT. A grant of Performance Units gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Units in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Units
that will be paid to the Participant.

         8.3.     OTHER TERMS. Performance Units may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

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                                    ARTICLE 9
                             RESTRICTED STOCK AWARDS

         9.1.     GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         9.2.     ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         9.3.     FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

         9.4.     CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.

                                   ARTICLE 10
                            OTHER STOCK-BASED AWARDS

         10.1.    GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.

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                                   ARTICLE 11
                         PROVISIONS APPLICABLE TO AWARDS

         11.1.    STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

         11.2.    EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 13.2), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made, and after taking into account the tax, securities and accounting
effects of such an exchange.

         11.3.    TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option granted in tandem with the Incentive Stock Option exceed
a period of ten years from the date of its grant (or, if Section 7.2(e) applies,
five years from the date of its grant).

         11.4.    FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Company or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

         11.5.    LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or a Parent or Subsidiary, or
shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Parent or Subsidiary. No unexercised
or restricted Award shall be assignable or transferable by a Participant other
than by will or the laws of descent and distribution or, except in the case of
an Incentive Stock Option, pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award
under the Plan; provided, however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not result in accelerated taxation, (ii) does not cause any Option intended to
be an incentive stock option to fail to be described in Code Section 422(b), and
(iii) is

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otherwise appropriate and desirable, taking into account any factors deemed
relevant, including without limitation, any state or federal tax or securities
laws or regulations applicable to transferable Awards.

         11.6     BENEFICIARIES. Notwithstanding Section 11.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant's estate. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee.

         11.7.    STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         11.8     ACCELERATION UPON DEATH, DISABILITY OR RETIREMENT.
Notwithstanding any other provision in the Plan or any Participant's Award
Agreement to the contrary, upon the Participant's death or Disability during his
employment or service as a director, or upon the Participant's Retirement, all
of his outstanding Options shall become fully exercisable and all restrictions
on his other outstanding Awards shall lapse; provided, however that this
acceleration of exercisability and vesting shall apply only with respect to
Options and Awards that have been held by the Participant for at least one year
as of the date of his death, Disability or Retirement. Any Options shall
thereafter continue or lapse in accordance with the other provisions of the Plan
and the Award Agreement. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the
excess Options shall be deemed to be Non-Qualified Stock Options.

         11.9.    ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, and other Awards in the nature of rights that may be
exercised shall become fully exercisable and all restrictions on outstanding
Awards shall lapse; provided, however that such acceleration will not occur if,
in the opinion of the Company's accountants, such acceleration would preclude
the use of "pooling of interest" accounting treatment for a Change in Control
transaction that (a) would otherwise qualify for such accounting treatment, and
(b) is contingent upon qualifying for such accounting treatment. To the extent
that this provision causes Incentive Stock Options to exceed the

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dollar limitation set forth in Section 7.2(d), the excess Options shall be
deemed to be Non-Qualified Stock Options.

         11.10.   ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the
Committee may in its sole discretion declare all outstanding Options and other
Awards in the nature of rights that may be exercised to be fully exercisable,
and/or all restrictions on all outstanding Awards to have lapsed, in each case,
as of such date as the Committee may, in its sole discretion, declare, which may
be on or before the consummation of such transaction or event. To the extent
that this provision causes Incentive Stock Options to exceed the dollar
limitation set forth in Section 7.2(d), the excess Options shall be deemed to be
Non-Qualified Stock Options.

         11.11.   ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 11.8, 11.9 or 11.10 above, the
Committee may in its sole discretion at any time determine that all or a portion
of a Participant's Options and other Awards in the nature of rights that may be
exercised shall become fully or partially exercisable, and/or that all or a part
of the restrictions on all or a portion of the outstanding Awards shall lapse,
in each case, as of such date as the Committee may, in its sole discretion,
declare. The Committee may discriminate among Participants and among Awards
granted to a Participant in exercising its discretion pursuant to this Section
11.11.

         11.12    EFFECT OF ACCELERATION. If an Award is accelerated under
Section 11.9 or 11.10, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         11.13.   PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company (or one or more Subsidiaries or divisions
of the Company) of a specified target return, or target growth in return, on
equity or assets, (b) the Company's stock price, (c) the achievement by the
Company (or one or more Subsidiaries or divisions of the Company) of a specified
target, or target growth in, revenues, net income (which may be on a pre-tax or
after-tax basis) or earnings per share, (d) the achievement of objectively
determinable goals with respect to service or product

                                      -14-

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delivery, service or product quality, sales, inventory management, customer
satisfaction, meeting budgets and/or retention of employees, or (e) any
combination of the goals set forth in (a) through (d) above. If an Award is made
on such basis, the Committee shall establish goals not later than ninety (90)
days after the beginning of the period for which such performance goal relates
(or such other date as may be permitted or required under Code Section 162(m) or
the regulations thereunder) and the Committee may for any reason reduce (but not
increase) any Award, notwithstanding the achievement of a specified goal. Any
payment of an Award granted with performance goals shall be conditioned on the
written certification of the Committee in each case that the performance goals
and any other material conditions were satisfied.

         11.14.   TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur in a circumstance in which a
Participant transfers from the Company to one of its Parents or Subsidiaries,
transfers from a Parent or Subsidiary to the Company, or transfers from one
Parent or Subsidiary to another Parent or Subsidiary.

                                   ARTICLE 12
                          CHANGES IN CAPITAL STRUCTURE

         12.1.    GENERAL. In the event a stock dividend is declared upon the
Stock, the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 13.2, there shall be made such other equitable adjustment as the
Committee shall approve.

                                   ARTICLE 13
                    AMENDMENT, MODIFICATION AND TERMINATION

         13.1.    AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
shareholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities

                                      -15-

<PAGE>

or other applicable laws, policies or regulations.

         13.2.    AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination, and provided
further that, except as otherwise permitted in the Plan, the exercise price of
any Option may not be reduced and the original term of any Option may not be
extended. No termination, amendment, or modification of the Plan shall adversely
affect any Award previously granted under the Plan, without the written consent
of the Participant.

                                   ARTICLE 14
                               GENERAL PROVISIONS

         14.1.    NO RIGHTS TO AWARDS. No Participant or eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

         14.2.    NO SHAREHOLDER RIGHTS. No Award gives the Participant any of
the rights of a shareholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         14.3.    WITHHOLDING. The Company or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the amount required to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes.

         14.4.    NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Parent or Subsidiary to terminate any Participant's employment or
status as an officer or director at any time, nor confer upon any Participant
any right to continue as an employee, officer or director of the Company or any
Parent or Subsidiary.

         14.5.    UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any

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<PAGE>

Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Parent or Subsidiary.

         14.6.    INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

         14.7.    RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Company or any Parent or Subsidiary unless provided otherwise in such other
plan.

         14.8.    EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Parents or Subsidiaries.

         14.9.    TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         14.10.   GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         14.11.   FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         14.12.   GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the Company
may restrict the transfer of such shares in such manner as it deems advisable to
ensure the availability of any such exemption.

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<PAGE>

         14.13.   GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Georgia.

         14.14    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         The foregoing is hereby acknowledged as being the Genuine Parts Company
1999 Long-Term Incentive Plan as adopted by the Board of Directors of the
Company on February 15, 1999 and approved by the Company's shareholders on April
19, 1999, as amended and restated by the Board of Directors on November 19,
2001.

                                    GENUINE PARTS COMPANY

                                    By:  /s/ Carol Yancey
                                         ---------------------------
                                    Its: Vice President and Corporate Secretary
                                         --------------------------------------

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