GENUINE PARTS CO, DEF 14A, 1995-03-03

GENUINE PARTS CO
DEF 14A, 1995-03-03
MOTOR VEHICLE SUPPLIES & NEW PARTS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

Genuine Parts Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

GENUINE PARTS COMPANY
2999 CIRCLE 75 PARKWAY
ATLANTA, GEORGIA 30339
---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

APRIL 17, 1995
---------------------

TO THE SHAREHOLDERS OF GENUINE PARTS COMPANY:

Notice is hereby given that the Annual Meeting of Shareholders of Genuine
Parts Company (the "Company") will be held at 2999 Circle 75 Parkway, Atlanta,
Georgia, on the 17th day of April, 1995, at 10:00 a.m., for the following
purposes:

(1) To elect four Class III directors;

(2) To consider and vote upon a proposal to approve the Genuine Parts
Company Annual Incentive Bonus Plan;

(3) To consider and vote upon a proposal to ratify the selection of
Ernst & Young LLP as independent auditors of the Company for the fiscal
year ending December 31, 1995; and

(4) To act upon such other matters as may properly come before the
meeting or any reconvened meeting following any adjournment thereof.

Only holders of record of Common Stock at the close of business on February
10, 1995 will be entitled to vote at the meeting. The transfer books will not be
closed. A complete list of the shareholders entitled to vote at the meeting will
be available for inspection by shareholders at the offices of the Company
immediately prior to the meeting.

The Annual Meeting may be adjourned from time to time without notice other
than announcement at the Annual Meeting, and any business for which notice of
the Annual Meeting is hereby given may be transacted at a reconvened meeting
following such adjournment.

By Order of the Board of Directors,

BRAINARD T. WEBB, JR.
Secretary

Atlanta, Georgia
March 3, 1995

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE
VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS
REPLY ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON.
<PAGE> 3

GENUINE PARTS COMPANY
2999 CIRCLE 75 PARKWAY
ATLANTA, GEORGIA 30339
---------------------

PROXY STATEMENT

ANNUAL MEETING -- APRIL 17, 1995

This Proxy Statement is being furnished to the shareholders of Genuine
Parts Company (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Company's Annual Meeting of
Shareholders to be held on April 17, 1995, at 10:00 a.m. local time, and at any
reconvened meeting following any adjournment thereof. This proxy statement and
the accompanying proxy are first being mailed to shareholders on or about March
3, 1995.

A shareholder who submits a proxy pursuant to this solicitation may revoke
it at any time prior to its exercise at the Annual Meeting. Such revocation may
be by delivery of written notice to the Secretary of the Company, by delivery of
a proxy bearing a later date, or by voting in person at the meeting. The mailing
address of the executive offices of the Company is 2999 Circle 75 Parkway,
Atlanta, Georgia 30339.

An annual report to the shareholders, including financial statements for
the year ended December 31, 1994, is enclosed herewith.

At the close of business on the record date for the Annual Meeting, which
was February 10, 1995, the Company had outstanding and entitled to vote at the
Annual Meeting 122,635,533 shares of Common Stock.

Each shareholder is entitled to one vote on each proposal per share of
Common Stock held as of the record date. A quorum for the purposes of all
matters to be voted on shall consist of shareholders representing, in person or
by proxy, a majority of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting. In determining whether a quorum exists at the Annual
Meeting for purposes of all matters to be voted on, all votes "for" or
"against," as well as all abstentions and broker "non-votes," will be counted.

The vote required for the election of directors, the approval of the
Genuine Parts Company Annual Incentive Bonus Plan and the selection of
independent auditors is a majority of the shares of Common Stock represented and
entitled to vote at the Annual Meeting. Consequently, with respect to those
three proposals, abstentions and broker "non-votes" will be counted as part of
the requisite number of base number of votes to be used in determining if the
proposals have received the requisite number of votes for approval, and will
have the same effect as a vote "against" such proposals. A broker "non-vote"
occurs when a nominee holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions from the
beneficial owner.

1. ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of thirteen
directorships, divided into two classes of four directors each and one class of
five directors, with the terms of office of each class ending in successive
years. The terms of directors in Class III expire on the date of this Annual
Meeting. The directors in Class I and Class II will continue in office, except
for John B. Ellis, a Class II director, who is retiring on the date of this
Annual Meeting pursuant to the current Bylaws of the Company.

On February 20, 1995, the Board of Directors of the Company voted to
decrease the number of directorships from thirteen to twelve. As a result, there
will be five directors in Class I, three directors in Class II and four
directors in Class III.
<PAGE> 4

The shareholders are being asked to vote on the election of the four
nominees for director in Class III. The Class III nominees will serve for terms
of three years each (and until their successors are duly elected and qualified).
All of the nominees are presently directors, except for J. Hicks Lanier. Mr.
Lanier will replace E. Reginald Hancock as a Class III director. Mr. Hancock is
retiring on the date of this Annual Meeting pursuant to the current Bylaws of
the Company. All proxies received by the Company will be voted in accordance
with instructions appearing on such proxies. In the absence of contrary
instructions, the proxy will be voted for the election of the four nominees
whose names appear below. In the event that any nominee is unable to serve
(which is not anticipated), the persons designated as proxies will cast votes
for the election of the remaining nominees and for the election of such other
persons as they may select.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION
OF ALL OF THE NOMINEES. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

The following tables and information below set forth the name of each
nominee and each director continuing in office, their ages, principal
occupations and the year each of them first joined the Board. For information
concerning membership on committees of the Board of Directors, see "Other
Information about the Board and its Committees" below.

NOMINEES FOR DIRECTOR

CLASS III
FOR A THREE-YEAR TERM EXPIRING ON THE DATE OF THE 1998 ANNUAL MEETING

<TABLE>
<CAPTION>
YEAR FIRST
NAME AGE POSITION WITH THE COMPANY ELECTED DIRECTOR
- ------------------------------ --- ------------------------------ --------------------
<S> <C> <C> <C>
Jean Douville 51 Director 1992
J. Hicks Lanier 54 Director (First-time nominee )
Larry L. Prince 56 Chairman of the Board, Chief 1979
Executive
Officer and Director
Alana S. Shepherd 64 Director 1993
</TABLE>

Mr. Douville has been President and a director of UAP Inc. since 1981, and
Chief Executive Officer of UAP Inc. since 1982. UAP Inc. is a distributor of
automotive replacement parts headquartered in Montreal, Quebec, Canada. Mr.
Douville is a director of Banque Nationale du Canada and Sodisco/Howden Group
Inc.

Mr. Lanier has been President of Oxford Industries, Inc. since 1977, Chief
Executive Officer and Chairman of the Board of Oxford Industries, Inc. since
1981 and a director of Oxford Industries, Inc. since 1969. Oxford Industries,
Inc. is an apparel manufacturer headquartered in Atlanta, Georgia. Mr. Lanier is
also a director of Crawford & Company, Shaw Industries, Inc. and Trust Company
of Georgia.

Mr. Prince is Chairman of the Board of Directors and Chief Executive
Officer of the Company. Mr. Prince has been Chairman of the Board since 1990,
and Chief Executive Officer since 1989. Mr. Prince was President and Chief
Operating Officer of the Company from 1986 to 1990. He is also a director of
Crawford & Company, Equifax, Inc., John H. Harland Co., Trust Company of Georgia
and UAP Inc.

Ms. Shepherd is Secretary of the Board of Directors of the Shepherd Spinal
Center, a position she has held since 1974. Ms. Shepherd is a director of
Wachovia Bank of Georgia.

2
<PAGE> 5

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

CLASS I
TERM EXPIRING ON THE DATE OF THE 1996 ANNUAL MEETING

<TABLE>
<CAPTION>
YEAR FIRST
NAME AGE POSITION WITH THE COMPANY ELECTED DIRECTOR
- --------------------------------- --- --------------------------------- ----------------
<S> <C> <C> <C>
James R. Courim 65 Director 1982
Bradley Currey, Jr. 64 Director 1990
Thomas C. Gallagher 47 President, Chief Operating
Officer and Director, and
Chairman of the Board of
Directors and Chief Executive
Officer of S.P. Richards Company,
a wholly owned subsidiary of the
Company 1990
Gardner E. Larned 71 Director and Chairman of the
Board and Chief Executive Officer
of Berry Bearing Company, a
wholly owned subsidiary of the
Company 1993
Lawrence G. Steiner 56 Director 1972
</TABLE>

Mr. Courim was Chairman of the Board of Directors and Chief Executive
Officer of Standard Unit Parts Corporation, a distributor of automotive
replacement parts and accessories, prior to his retirement in 1982.

Mr. Currey is Chairman of the Board, President and Chief Executive Officer
of Rock-Tenn Company, a manufacturer and distributor of paperboard and packaging
products located in Norcross, Georgia. He has held the position of President
since 1978, the position of Chief Executive Officer since 1988 and the position
of Chairman of the Board since 1993.

Mr. Gallagher is President and Chief Operating Officer of the Company, and
Chairman of the Board of Directors and Chief Executive Officer of S.P. Richards
Company, a wholly owned subsidiary of the Company. Mr. Gallagher has been
President and Chief Operating Officer of the Company since 1990, and Chairman of
the Board of Directors and Chief Executive Officer of S.P. Richards Company
since 1988. Mr. Gallagher was Executive Vice President of the Company from 1988
to 1990. Mr. Gallagher is a director of Oxford Industries, Inc.

Mr. Larned is Chairman of the Board and Chief Executive Officer of Berry
Bearing Company, positions he has held since 1985. Berry Bearing Company, which
is headquartered in Chicago and engaged in the distribution of bearings and
related industrial products, was acquired by the Company on January 29, 1993. As
part of the Company's acquisition of Berry Bearing Company, the Company agreed
to nominate Mr. Larned to a full three-year term as a Director, and in
connection therewith the Board of Directors, on February 15, 1993, amended the
Company's Bylaws to allow Mr. Larned and other nominees named in connection with
acquisitions to serve one complete three year term, even though the Bylaws
otherwise mandate the retirement of Directors at the annual meeting of
shareholders following the January 1st that follows their attainment of age 70.

Mr. Steiner is Chairman of the Board and President of American Linen Supply
Company. Mr. Steiner has been President of American Linen Supply Company since
1979, and Chairman of the Board since 1992. American Linen Supply Company is
headquartered in Minneapolis, Minnesota, and is engaged in the business of linen
and garment rental.

3
<PAGE> 6

CLASS II
TERM EXPIRING ON THE DATE OF THE 1997 ANNUAL MEETING

John J. Scalley 64 Executive Vice President and 1987
Director

James B. Williams 61 Director 1980
</TABLE>

Mr. Parker is Chairman of the Board of Seminole Investment Co., L.L.C., a
private business engaged in investments, a position he has held since 1994. From
1977 to 1994, Mr. Parker was Chairman of the Board of Directors of Cherokee
Investment Company, a private business engaged in investments. He is also a
director of Atlantic Realty Co., Georgia Power Company, Haverty Furniture Co.,
Inc., Internationale Nederlanden America Life Corporation, Life Insurance Co. of
Georgia, Post Properties, Inc. and The Southern Company.

Mr. Scalley is Executive Vice President of the Company, a position he has
held since 1986.

Mr. Williams is Chairman of the Board and Chief Executive Officer of
SunTrust Banks, Inc., positions he has held since 1991 and 1990, respectively.
Mr. Williams has been a member of the Board of Directors of SunTrust Banks, Inc.
since 1984. Mr. Williams served as President of SunTrust Banks, Inc. from 1990
to 1991. Mr. Williams is also a director of The Coca-Cola Company,
Georgia-Pacific Corporation, Rollins, Inc., RPC Energy Services, Inc. and Sonat
Inc.

OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES

During 1994, the Board of Directors held four meetings. All of the
directors attended at least 75% of the aggregate total number of meetings of the
Board of Directors and meetings of Committees of the Board on which they served.
The Board presently has three standing committees. Certain information regarding
the functions of the Board's committees, their present membership and the number
of meetings held by each committee during 1994 is described below:

Executive Committee. The Executive Committee is authorized, to the
extent permitted by law, to act on behalf of the Board of Directors on all
matters that may arise between regular meetings of the Board upon which the
Board of Directors would be authorized to act. The current members of the
Executive Committee are Larry L. Prince (Chairman), Thomas C. Gallagher,
Bradley Currey, Jr., John J. Scalley and James B. Williams. During 1994,
this committee held six meetings.

Audit Committee. The Audit Committee annually reviews and recommends
to the Board the firm to be engaged as independent auditors for the Company
for the next fiscal year, reviews with the independent auditors the plan
and results of the auditing engagement, reviews the scope and results of
the Company's procedures for internal auditing and inquires as to the
adequacy of the Company's internal accounting controls. The current members
of the Audit Committee are James B. Williams (Chairman), James R. Courim,
Alana S. Shepherd and Lawrence G. Steiner. During 1994, the Audit Committee
held two meetings.

Compensation and Stock Option Committee. The Compensation and Stock
Option Committee is authorized to fix the compensation of senior officers
of the Company and to administer the Company's 1988 Stock Option Plan and
1992 Stock Option and Incentive Plan. The current members of the
Compensation and Stock Option Committee are William A. Parker, Jr.
(Chairman), John B. Ellis, E. Reginald Hancock and James B. Williams.
Messrs. Ellis and Hancock are retiring as directors on the date of the 1995
Annual Meeting. During 1994, the Compensation and Stock Option Committee
held one meeting.

The Company's Board of Directors does not have a nominating committee.

Compensation of Directors. During the first quarter of 1994,
directors who were not full-time employees of the Company or its
subsidiaries were paid $5,000 plus $750 per meeting attended, except the
Chairman of the Audit Committee, who was paid $5,500 plus $750 per meeting
attended. Effective April 1, 1994, directors who were not full-time
employees of the Company or its subsidiaries were paid $5,500 per fiscal
quarter plus $825 per meeting attended, except the Chairmen of the Audit
Committee

4
<PAGE> 7

and the Compensation and Stock Option Committee who were paid $6,250 per
fiscal quarter plus $825 per meeting attended.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of February 10, 1995, on
groups known to the Company to be beneficial owners of more than five percent of
the outstanding Common Stock of the Company.

<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNED CLASS
- ------------------ ----------------------------------------- --------- ----------
<S> <C> <C> <C>
Common Stock, Northern Trust Corporation, 7,333,814(1) 6.0%
$1.00 par value as parent holding company
on behalf of certain subsidiaries
50 South La Salle Street
Chicago, Illinois 60675
</TABLE>

- ---------------

(1) This information is based upon information included in an amendment to
Northern Trust Corporation's Schedule 13G filed with the Securities and
Exchange Commission on February 6, 1995. Certain of these shares are also
beneficially owned by Gardner E. Larned, one of the Company's directors, as
set forth in footnote (5) on page 6 of this Proxy Statement.

COMMON STOCK OWNERSHIP OF MANAGEMENT

Based on available information, the Company believes that set forth in the
table below is information in connection with the beneficial ownership of Common
Stock of the Company by the Company's directors, Mr. Lanier as a first-time
nominee for director, the Named Executive Officers (as defined herein) and the
directors, nominee for director and executive officers of the Company as a group
(19 persons) as of February 10, 1995:

<TABLE>
<CAPTION>
PERCENTAGE OF
NAME OF DIRECTOR, NOMINEE SHARES OF COMMON STOCK COMMON STOCK
TITLE OF CLASS OR NAMED EXECUTIVE OFFICER BENEFICIALLY OWNED(1) OUTSTANDING(2)
- --------------- ------------------------------------- ----------------------- --------------
<S> <C> <C> <C>
Common Stock, James R. Courim 524,113 *
$1.00 par value Bradley Currey, Jr. 20,000 *
Jean Douville 1,500 *
John B. Ellis 65,000 *
Thomas C. Gallagher 147,921(3) *
E. Reginald Hancock 16,000 *
George W. Kalafut 28,151(4) *
Gardner E. Larned 6,740,692(5) 5.5%
J. Hicks Lanier 6,800(6) *
William A. Parker, Jr. 1,542,205(7) 1.3%
Larry L. Prince 321,004(8) *
Louis W. Rice, Jr. 24,279(9) *
John J. Scalley 101,603(10) *
Alana S. Shepherd 1,349 *
Lawrence G. Steiner 3,347(11) *
James B. Williams 20,000 *
Directors, Nominee and Executive
Officers as a Group 10,856,885(12) 8.8%
</TABLE>

- ---------------

* Less than 1%.
(1) Information relating to the beneficial ownership of Common Stock by
directors, nominees for director and Named Executive Officers is based upon
information furnished by each such individual using "beneficial ownership"
concepts set forth in rules promulgated by the Securities and Exchange
Commission under Section 13(d) of the Securities Exchange Act of 1934.
Except as indicated in other footnotes to this table, directors, nominees
and Named Executive Officers possessed sole voting and investment power
with respect to all shares set forth by their names. The table includes, in
some instances, shares in which members of a director's, nominee's or
executive officer's immediate family have a beneficial interest, and as to
which such shares the director, nominee or executive officer disclaims
beneficial ownership.

5
<PAGE> 8

(2) Unless indicated in the table, the number of shares included in the table
as beneficially owned by a director, nominee or Named Executive Officer
does not exceed one percent of the outstanding Common Stock of the Company.
(3) Includes 107,315 shares subject to exercisable stock options and 631 shares
owned jointly by Mr. Gallagher and his wife. In addition, Mr. Gallagher is
one of four trustees for 725,688 shares held in a benefit fund for Company
employees. Mr. Gallagher disclaims beneficial ownership as to all such
shares held in trust. Does not include 5,000 shares issued February 16,
1995 pursuant to a restricted stock award. See "Executive Compensation and
Other Benefits."
(4) Includes 17,898 shares subject to exercisable options. In addition, Mr.
Kalafut is one of four trustees for 725,688 shares held in a benefit fund
for Company employees and one of three trustees for 534,997 shares held in
trust for the Company's Pension Plan. Mr. Kalafut disclaims beneficial
ownership as to all such shares held in both trusts.
(5) Includes 5,591,249 shares held by various trusts for which Mr. Larned's
wife is co-trustee with shared voting and investment power, 740,415 shares
held in trust for the benefit of Mr. Larned's wife and 409,000 shares held
by Mr. Larned's wife as trustee under a declaration of trust.
(6) Includes 1,600 shares held by a trust for the benefit of Mr. Lanier as to
which Mr. Lanier has sole voting power and has the ability to veto
investment decisions made by the trustee. Also includes 1,200 shares held
by a charitable foundation for which Mr. Lanier is one of five trustees and
thereby has shared voting and investment power for such shares (as to which
shares Mr. Lanier disclaims beneficial ownership). Also includes 3,000
shares held in four trusts for the benefit of Mr. Lanier's siblings for
which Mr. Lanier has sole voting power and has the ability to veto
investment decisions made by the trustees. Mr. Lanier disclaims beneficial
ownership as to these 3,000 shares.
(7) Includes 272,176 shares owned by Mr. Parker's wife and 822,615 shares held
by trusts for Mr. Parker's children with Mrs. Parker as co-trustee (as to
which shares held by his wife and in trust for his children Mr. Parker
disclaims beneficial ownership). Also includes 69,960 shares held by a
trust for which Mr. Parker is a co-trustee, and 68,250 shares held by
certain charitable foundations for which Mr. Parker is a trustee and
thereby has shared voting and investment power (Mr. Parker disclaims
beneficial ownership as to the shares held by such trust and foundations).
(8) Includes 193,960 shares subject to exercisable stock options, and includes
60,750 shares held by a charitable foundation for which Mr. Prince is a
trustee and thereby has shared voting and investment power for such shares.
Mr. Prince disclaims beneficial ownership as to such shares held in trust.
Does not include 10,000 shares issued February 16, 1995 pursuant to a
restricted stock award. See "Executive Compensation and Other Benefits."
(9) Includes 3,231 shares subject to exercisable stock options. In addition,
Mr. Rice is one of four trustees for 725,688 shares held in a benefit fund
for Company employees and one of three trustees for 534,997 shares held in
trust for the Company's Pension Plan. Mr. Rice disclaims beneficial
ownership as to all such shares held in both trusts.
(10) Includes 10,825 shares subject to exercisable stock options and 290 shares
owned by Mr. Scalley's wife, as to which such shares Mr. Scalley disclaims
beneficial ownership. In addition, Mr. Scalley is one of four trustees for
725,688 shares held in a benefit fund for Company employees. Mr. Scalley
disclaims beneficial ownership as to all such shares held in trust.
(11) Includes 742 shares owned by Mr. Steiner's wife as to which such shares Mr.
Steiner disclaims beneficial ownership.
(12) This figure includes 372,409 shares issuable to certain executive officers
upon the exercise of options that are presently exercisable under the
Company's 1988 Stock Option Plan and 1992 Stock Option and Incentive Plan,
725,688 shares held in a benefit fund for Company employees, and 534,997
shares held in trust for the Company's Pension Plan. The individual totals
for Mr. Parker and Mr. Prince each include 60,750 shares held by the same
charitable foundation for which each of the foregoing individuals is a
trustee; such shares have been included only once in calculating this
figure.

6
<PAGE> 9

EXECUTIVE COMPENSATION AND OTHER BENEFITS

There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for fiscal years
ending December 31, 1994, 1993 and 1992, of (i) the Chief Executive Officer as
of December 31, 1994, and (ii) the other four most highly compensated executive
officers of the Company as of December 31, 1994 (for the purposes of this and
the following tables and discussion concerning executive compensation, such five
executive officers shall be referred to as the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------- -------------------------
OTHER RESTRICTED SECURITIES ALL
ANNUAL STOCK UNDERLYING OTHER
SALARY BONUS COMPENSATION AWARDS(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($)(2)
- ----------------------------- ---- ------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry L. Prince 1994 430,000 531,480 -- 390,625(3) 60,000 1,848
Chairman of the 1993 405,000 461,700 -- -- 32,800 1,799
Board, Chief Executive 1992 382,000 351,440 -- -- 103,300 1,746
Officer and Director
Thomas C. Gallagher 1994 310,000 364,560 -- 195,313(3) 30,000 1,848
President, Chief 1993 290,000 316,680 -- -- 17,900 1,799
Operating Officer and 1992 268,000 246,560 -- -- 72,800 1,746
Director
John J. Scalley 1994 275,000 356,400 -- -- 10,000 1,848
Executive Vice 1993 260,000 308,880 -- -- 6,000 1,799
President and Director 1992 247,000 235,762 -- -- 22,500 1,746
Louis W. Rice, Jr. 1994 190,000 241,680 -- -- 5,000 1,848
Senior Vice 1993 180,000 209,520 -- -- 4,000 1,799
President -- Personnel 1992 172,000 158,240 -- -- 12,500 1,746
George W. Kalafut 1994 185,000 206,460 -- -- 10,000 1,848
Executive Vice 1993 170,000 177,480 -- -- 6,000 1,799
President -- 1992 154,000 141,680 -- -- 24,300 1,746
Finance &
Administration
</TABLE>

- ---------------

(1) For 1994, 1993 and 1992, no amounts of "Other Annual Compensation" were paid
to each Named Executive Officer, except for perquisites and other personal
benefits, securities or properties which for each Named Executive Officer
during any such year did not exceed the lesser of $50,000 or 10% of such
individual's salary plus annual bonus.
(2) For 1994, 1993 and 1992, amounts of "All Other Compensation" reflect Company
matching contributions pursuant to the Genuine Partnership Plan (a
qualified salary deferral plan under Section 401(k) of the Internal Revenue
Code).
(3) On March 31, 1994, the Company entered into separate Restricted Stock
Agreements with Mr. Prince and Mr. Gallagher whereby the Company agreed to
make certain grants of restricted stock to such Named Executive Officers
(up to an aggregate maximum of 100,000 shares for Mr. Prince and 50,000
shares for Mr. Gallagher) if the Company achieves certain annual earnings
per share and certain price per share targets. Once such awards of
restricted stock are granted, dividends on such restricted shares will be
paid to the grantee and such restricted shares will vest on March 31, 2004
provided that the Named Executive Officer remains employed by the Company
until that date (unless the Named Executive Officer is terminated prior to
March 31, 2004 by reason of a change in control, death or disability, or
the Compensation and Stock Option Committee accelerates the vesting of
restricted stock granted under these Restricted Stock Agreements). For
1994, the amounts specified in "Restricted Stock Awards" reflect grants
under the Restricted Stock Agreements discussed above made on February 16,
1995 in connection with the Company's achievement of the earnings per share
target for 1994 as set forth

7
<PAGE> 10

in the agreements. Had such shares been held by Mr. Prince and Mr.
Gallagher as of December 31, 1994, the value of such holdings would have
been $360,000 and $180,000, respectively (such value is calculated by
multiplying the number of restricted stock shares held by a Named Executive
Officer by $36.00, which was the closing price of the Company's common
stock on December 31, 1994).

OPTION GRANTS IN FISCAL YEAR 1994

Shown below is further information on grants of stock options pursuant to
the Company's 1992 Stock Option and Incentive Plan during the fiscal year ended
December 31, 1994 to the Named Executive Officers. Such grants are reflected in
the Summary Compensation Table on page 7.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE ($)(1)
- -------------------- ----------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Larry L. Prince 60,000(3) 8.7 34.375 03/31/04 522,600
Thomas C. Gallagher 30,000(3) 4.4 34.375 03/31/04 261,300
John J. Scalley 6,600(2)(4) 1.0 34.375 03/31/04 57,486
3,400(3) 0.5 34.375 03/31/04 29,614
Louis W. Rice, Jr. 5,000(2)(5) 0.7 34.375 03/31/04 43,550
George W. Kalafut 3,800(2)(6) 0.6 34.375 03/31/04 33,098
6,200(3) 0.9 34.375 03/31/04 54,002
</TABLE>

- ---------------

(1) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The Company does not advocate or necessarily agree
that the Black-Scholes model can properly determine the value of an option.
The actual value, if any, a Named Executive Officer may realize will depend
on the excess of the stock price over the exercise price on the date the
option is exercised, so that there is no assurance the value realized by a
Named Executive Officer will be at or near the value estimated by the
Black-Scholes model. The value calculations for the options listed above
are based on the following assumptions: interest rates (based on the ask
yield to maturity on a U.S. Treasury strip with a maturity equal to the
term of the relevant option) of 7.11% for ten year options granted on March
31, 1994; annual dividend yield of 3.1%, the average annual dividend yield
on a share of Common Stock during the past four fiscal quarters; volatility
of 13.45% based upon annualized standard deviation of quarterly returns of
the Common Stock over the five year period ended March 31, 1994; and a date
of exercise no sooner than the date first exercisable under the terms of
the option, and no later than the expiration date of the option.
(2) Incentive stock options granted at an exercise price equal to the fair
market value of the shares of Common Stock on the date of grant. These
options may be exercised no later than the expiration date and accelerated
by the Compensation and Stock Option Committee upon certain "changes in
control" of the Company as defined in the Company's 1992 Stock Option and
Incentive Plan.
(3) Nonqualified stock options which vest completely and may be exercised twelve
months after the date of the grant, but no later than the expiration date.
The exercise price for each nonqualified stock option is the fair market
value on the date granted. These options may be accelerated by the
Compensation and Stock Option Committee upon certain "changes in control"
of the Company as defined in the Company's 1992 Stock Option and Incentive
Plan.
(4) Option becomes exercisable on January 1 of each of the specified years as
follows: 834 shares in 2002; 2,909 shares in 2003; and 2,857 shares in
2004.
(5) Option becomes exercisable on January 1 of each of the specified years as
follows: 1,801 shares in 1998; 2,909 shares in 1999; and 290 shares in
2000.
(6) Option becomes exercisable on January 1 of each of the specified years as
follows: 931 shares in 2003; and 2,869 shares in 2004.

8
<PAGE> 11

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FISCAL YEAR-END OPTION VALUES

Shown below is information with respect to options exercised by the Named
Executive Officers during 1994 and the unexercised options to purchase the
Company's Common Stock granted in fiscal 1994 and prior years under the 1988
Stock Option Plan and the 1992 Stock Option and Incentive Plan to the Named
Executive Officers and held by them as of December 31, 1994.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(2)
SHARES ACQUIRED VALUE REALIZED --------------------------- ---------------------------
NAME ON EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry L. Prince 3,960 48,015 130,000 93,100 578,125 390,400
Thomas C. Gallagher 6,500 73,500 73,798 58,152 369,344 165,130
John J. Scalley 6,000 44,250 4,300 34,200 17,558 116,504
Louis W. Rice, Jr. 12,974 120,081 -0- 15,276 -0- 43,023
George W. Kalafut 3,250 32,406 8,573 37,227 62,735 128,864
</TABLE>

- ---------------

(1) The Value Realized is ordinary income, before taxes, and represents the
amount equal to the excess of the fair market value of the shares at the
time of exercise over the exercise price.
(2) Represents the fair market value as of December 31, 1994 ($36.00 per share
closing stock price) of the option shares less the exercise price of the
options.

COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

OVERVIEW

The Compensation and Stock Option Committee of the Company's Board of
Directors (the "Committee") is composed entirely of individuals who are outside
directors. The Committee is responsible for making decisions with respect to the
Company's executive compensation policies. In addition, pursuant to authority
granted by the Board of Directors, the Committee determines on an annual basis
the compensation to be paid to the Chief Executive Officer and each of the other
executive officers of the Company. In making decisions regarding executive
compensation, the Committee has attempted to implement a policy that serves the
financial interests of the Company's shareholders while providing appropriate
incentives to its executive officers. The Committee's policy responding to
Section 162(m) of the Internal Revenue Code, which disallows the deduction for
certain annual compensation in excess of $1,000,000 paid to certain executive
officers of the Company, is to submit the Genuine Parts Company's annual bonus
program for its executive officers to the Company's shareholders for approval.
The Committee believes that if the Company's annual bonus program is adopted by
the Company's shareholders, none of the Company's executive officers will have
compensation in excess of $1,000,000 for purposes of Section 162(m) through
1999. See "Approval of the Genuine Parts Company Annual Incentive Bonus Plan."

ELEMENTS OF EXECUTIVE COMPENSATION

The Company's executive officers receive compensation comprised of base
salaries, annual incentive bonuses, long-term incentive compensation in the form
of stock options and restricted stock, and various benefits, including medical
and pension plans.

Base Salary

The Committee sets base salaries for the Company's executive officers at
levels generally below what it believes to be competitive salary levels in order
to maintain an emphasis on incentive compensation. The Committee sets the base
salary of the Chief Executive Officer based on (i) the Chief Executive Officer's
base salary in the prior year; (ii) increases in the cost of living; (iii)
increased responsibilities; (iv) the levels of

9
<PAGE> 12

Chief Executive Officer compensation granted by the other companies that are
included in the Peer Index (as defined on page 16 of this Proxy Statement); and
(v) the past performance (including the achievement in the prior fiscal year of
certain Goals, as described below) and specific skills of the Chief Executive
Officer as they relate to the needs of the Company. The Committee's review of
the foregoing factors was subjective and the Committee assigned no fixed value
or weight to any of the factors when making its decisions regarding base salary.
The Committee and the Chief Executive Officer set the base salary of every other
executive officer of the Company based upon the same criteria.

Annual Bonuses

In order to maximize the interests of the Company's shareholders and its
management, the Committee makes extensive use of annual bonuses based on the
performance factors set forth below as a part of each executive's compensation.
The Committee sets annual bonuses such that an executive officer's annual bonus,
assuming the Company achieves certain targets or goals, is approximately 47% of
total annual compensation. However, if the Company's performance fluctuates
markedly from the targets established by the Company, the executive officer may
receive no bonus, or may receive an annual bonus that constitutes as much as 62%
of total annual compensation, depending upon the extent and direction of such
fluctuations.

Each fiscal year, including 1994, the Committee sets the level of annual
bonuses to be awarded to the Chief Executive Officer and other executive
officers, based upon goals (the "Goals") set by the Company. The Goals set by
the Company for projected pre-tax return (expressed as a percentage) on the
Company's shareholders' equity as of the beginning of the fiscal year (the
"Profit Goals") receive the most emphasis in calculating annual bonuses by the
Committee since these Goals most forcefully tie the interests of the Company's
shareholders and its executive officers together. If the Company meets a
specified Profit Goal, the Company's executive officers are eligible to receive
additional bonuses if the Company also attains certain (i) sales targets (the
"Sales Goals"), and (ii) inventory management targets (the "Inventory Management
Goals").

The Company's Goals are determined by aggregating all of the Profit, Sales
and Inventory Management Goals established at the lower levels of the Company
and its subsidiaries (the "base goals"). Each base goal is set based upon (i)
the prior year's performance by a particular jobbing store, branch or
distribution center, (ii) the overall economic outlook of the region served by
the particular jobbing store, branch or distribution center setting the base
goal, and (iii) specific market opportunities. The formulation of the base goals
is influenced to a degree by the Company's management which often attempts to
set the tone and emphasis of base goals based on its interpretations of the
above factors.

Once the base goals have been compiled into the Company's Goals, the
Committee reviews and ratifies their content, then sets the annual bonus
schedule for the Company's Named Executive Officers based upon the Company's
Goals. The annual bonuses for certain other executive officers of the Company
are based on the aggregate base goals for the division or divisions of the
Company for which they are responsible.

For fiscal year 1994, the Company as a whole exceeded the Profit Goal and
the Sales Goal, and met the Inventory Goal, for which Larry L. Prince, the
Company's Chief Executive Officer, earned a bonus equal to 55% of his total
annual compensation. The annual bonuses awarded in connection with the Profit,
Sales and Inventory Goals constituted 92%, 4% and 4%, respectively, of Mr.
Prince's 1994 bonus.

Beginning in 1995, the payment of annual bonuses to the Company's executive
officers will be governed by the Genuine Parts Company Annual Incentive Bonus
Plan subject to shareholder approval at the 1995 Annual Meeting. See "Approval
of the Genuine Parts Company Annual Incentive Bonus Plan."

Stock Options and Restricted Stock

During 1994, the Committee provided long term compensation to the Company's
executive officers in the form of stock options under the 1992 Stock Option and
Incentive Plan (the "1992 Plan"). The Committee believes that stock option
grants are an effective way for the Company to align the interests of the
Company's executives with its shareholders.

10
<PAGE> 13

In granting stock options under the 1992 Plan, the Committee considered (i)
the recipient's level of responsibility; (ii) the recipient's specific function
within the Company's overall organization; (iii) the profitability of the
Company (for top executive officers such as the Chief Executive Officer), or
other subdivision of the Company, as is appropriate in connection with the
recipient's position(s); (iv) the number of options granted to executive
officers by the other companies that are included in the Peer Index; and (v) the
amount of options currently held by the executive officer. The Committee's
review of the foregoing factors was subjective and the Committee assigned no
fixed value or weight to any of the factors when making its decisions regarding
stock option grants. In 1994, the Committee granted options to purchase an
aggregate of 688,000 shares of Common Stock at fair market value on the date of
grant to 219 key employees, including each of the Named Executive Officers. The
grants ranged in size from 1,000 to 60,000 shares, with Larry L. Prince, the
Company's Chief Executive Officer, receiving the largest such grant.

In addition, during 1994 the Committee provided long term compensation to
Mr. Prince and Thomas C. Gallagher, the Company's President and Chief Operating
Officer, in the form of restricted stock agreements under the 1992 Plan. Such
agreements commit the Company to make future grants of restricted stock awards
(up to a certain maximum number of shares) based upon (i) increases in the
Company's common stock price to certain levels specified in the agreements (the
"Stock Price Goals"), and (ii) the Company's achievement of certain earnings per
share targets for each year from 1994 to 1998 as set forth in the agreements
(the "Earnings Goals"). In determining whether to enter into a restricted stock
agreement with a particular executive officer, the Committee reviewed the same
criteria it considered when making stock option grants as set forth above. Such
agreements committed the Company to make awards of up to a maximum of 100,000
shares of restricted stock to Mr. Prince and awards of up to a maximum of 50,000
shares to Mr. Gallagher. The Company met the Earnings Goal for 1994, and,
therefore, on February 16, 1995 awarded 10,000 shares of restricted stock to Mr.
Prince and 5,000 to Mr. Gallagher. In 1994, the Company did not meet any of the
Stock Price Goals in any restricted stock agreement.

Benefits

The Company provides medical and other similar benefits to its executive
officers that are generally available to the Company's employees.

Members of the Compensation and Stock
Option Committee

William A. Parker, Jr. (Chairman)
John B. Ellis
E. Reginald Hancock
James B. Williams

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following non-employee directors serve on the Compensation and Stock
Option Committee: William A. Parker, Jr., John B. Ellis, E. Reginald Hancock and
James B. Williams. Messrs. Ellis and Hancock are retiring as directors on the
date of the 1995 Annual Meeting. Mr. Parker was the general manager of Beck &
Gregg, the former hardware division of the Company, from 1969 to 1977. Mr. Ellis
was the Company's Senior Vice President-Finance and Treasurer from 1982 to 1985.

On December 29, 1994, the Company completed the acquisition by merger of
Cherokee Investment Company ("Cherokee") pursuant to an agreement dated December
29, 1994. In the transaction, the Company exchanged 166,555 shares of its Common
Stock for all of the issued and outstanding shares of capital stock of Cherokee.
Cherokee's only asset upon consummation of the transaction was 166,555 shares of
the Company's Common Stock. Mr. Parker was the Chairman of the Board and a 50%
shareholder of Cherokee. Upon consummation of the transaction, Mr. Parker
received 83,277 shares of the Company's Common Stock, and his brother (who was
the only other shareholder of Cherokee) received 83,278 shares of the Company's
Common Stock. Mr. Parker and his brother paid all of the Company's expenses in
connection with this transaction.

11
<PAGE> 14

COMPENSATION PURSUANT TO PLANS

RETIREMENT PLANS

PENSION PLAN TABLE

The following table illustrates the combined (total) benefits payable
annually under the Company's Pension Plan and the Supplemental Retirement Plan
to a participant with certain years of credited service and with certain final
average earnings, assuming (i) retirement at age 65, (ii) the estimated maximum
Social Security benefit payable to a participant retiring on December 31, 1994,
and (iii) the benefit is paid as a single life annuity.

YEARS OF CREDITED SERVICE

<TABLE>
<CAPTION>
FINAL AVERAGE
ANNUAL EARNINGS 15 20 25 30 35 40 45
- --------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 125,000 $ 43,100 $ 46,200 $ 49,300 $ 52,400 $ 55,600 $ 58,700 $ 61,800
150,000 53,100 56,800 60,600 64,300 68,100 71,800 75,600
175,000 63,100 67,400 71,800 76,200 80,600 85,000 89,300
200,000 73,100 78,100 83,100 88,100 93,100 98,100 103,100
225,000 83,100 88,700 94,300 100,000 105,600 111,200 116,800
250,000 93,100 99,300 105,600 111,800 118,100 124,300 130,600
300,000 113,900 120,600 128,900 135,600 143,900 150,600 158,900
400,000 153,900 163,100 173,900 183,100 193,900 203,100 213,900
450,000 173,100 184,300 195,600 206,800 218,100 229,300 240,600
500,000 193,900 205,600 218,900 230,600 243,900 255,600 268,900
600,000 233,900 248,100 263,900 278,100 293,900 308,100 323,900
700,000 273,900 290,600 308,900 325,600 343,900 360,600 378,900
800,000 313,900 333,100 353,900 373,100 393,900 413,100 433,900
900,000 353,900 375,600 398,900 420,600 443,900 465,600 488,900
1,000,000 392,900 417,900 442,900 467,900 492,900 517,900 542,900
1,100,000 432,900 460,400 487,900 515,400 542,900 570,400 597,900
</TABLE>

The Pension Plan Table above covers retirement benefits payable to the
Named Executive Officers pursuant to (i) a noncontributory tax qualified pension
plan (the "Pension Plan") providing monthly benefits upon retirement to eligible
employees (employees become eligible to participate in the Pension Plan after
attaining age 21 and completing twelve months of service and 1,000 hours of
service during such twelve months), and (ii) a "Supplemental Retirement Plan"
maintained solely for the purpose of providing retirement benefits for key
employees in excess of the limitations on Pension Plan benefits imposed by the
Internal Revenue Code (the "Code").

Each year the Company contributes an amount to the Pension Plan that is
actuarially determined. Retirement benefits are based on a participant's years
of service and average monthly pay during the participant's five highest paid
years out of the participant's last ten years of service prior to termination of
employment, and benefits may be reduced by 50% of the participant's Social
Security benefits. Normal retirement age is 65; early retirement can be taken at
age 55 with 15 years of credited service.

The Code limits the amount of the annual benefits that may be payable under
the Pension Plan. For 1994, this limit was $118,800 per year. Such amounts
payable under the Pension Plan would be reduced by any other benefit payable to
a participant under any collectively bargained pension or pension plan to which
the Company has contributed.

The Supplemental Retirement Plan is nonqualified, noncontributory and
unfunded, and is intended to be exempt from the participation, vesting, funding
and fiduciary requirements of the Employee Retirement Income Security Act of
1974. The only persons who may participate in the Supplemental Retirement Plan
are key employees of the Company who are designated as such by the Executive
Committee of the Board of Directors. All of the Named Executive Officers have
been designated as participants in the Supplemental Retirement Plan. The
Supplemental Retirement Plan provides that each participant will receive for the
remainder of his or her life an additional payment equal to the difference
between (i) the amount the

12
<PAGE> 15

executive received under the Pension Plan and (ii) the full retirement income
which the executive would have been entitled to receive under the Pension Plan
had such Pension Plan income not been limited by the Code.

For the Named Executive Officers, the sum of the amounts shown in the
columns of the Summary Compensation Table labeled "Salary" and "Bonus"
approximates the compensation used to calculate combined (total) retirement
benefits under the Pension Plan and the Supplemental Retirement Plan. The Named
Executive Officers have the following number of years of credited service to the
Company for purposes of calculating retirement benefits: Larry L. Prince -- 36
years; Thomas C. Gallagher -- 24 years; John J. Scalley -- 43 years; Louis W.
Rice, Jr. -- 27 years; and George W. Kalafut -- 11 years.

The Supplemental Retirement Plan provides that in the event of a "change of
control" of the Company (as defined therein) (i) any participant whose
employment is terminated without cause during the 24-month period following the
change of control, and who has seven or more years of credited service for
vesting purposes, shall be entitled to receive a lump sum payment equal to the
actuarially determined value of the supplemental retirement income accrued by
the participant as of the date of his or her termination; and (ii) any
participant who has commenced receiving supplemental retirement income under the
Supplemental Retirement Plan at the time of the change of control shall receive
a lump sum payment equal to the actuarially determined value of his or her
remaining supplemental retirement income. For purposes of these provisions, the
Supplemental Retirement Plan states that actuarial equivalents shall be
determined using an interest assumption of 6%.

Effective January 1, 1995, the Supplemental Retirement Plan was amended so
that key employees of the Company who earn compensation equal to or greater than
the compensation limits for Code Section 401(a)(17) ($150,000.00 in 1995) or
such other dollar limitations as may be imposed by the Compensation and Stock
Option Committee of the Company's Board of Directors may participate in the
Supplemental Retirement Plan. The Compensation and Stock Option Committee
reserves the right, however, to exclude an otherwise eligible employee from
participating in the Supplemental Retirement Plan.

1988 STOCK OPTION PLAN AND 1992 STOCK OPTION AND INCENTIVE PLAN

The Company's 1988 Stock Option Plan (the "1988 Plan"), was approved by the
shareholders at the 1988 Annual Meeting held on April 18, 1988. The Company's
1992 Stock Option and Incentive Plan (the "1992 Plan"), was approved by the
shareholders at the 1992 Annual Meeting held on April 20, 1992. Both plans
provide for the granting of options to purchase shares of the Company's Common
Stock to key employees of the Company and its subsidiaries. The purchase price
for shares of the Company's Common Stock subject to an option granted under the
1988 Plan or the 1992 Plan may not be less than the fair market value of such
shares on the date of grant of the option.

The 1992 Plan provides for the granting of restricted stock to key
employees of the Company. Restricted stock grants under the 1992 Plan may not be
disposed of by the recipient until restrictions specified in the grant expire.
Such restrictions may be based on a period of continuous employment, or
contingent upon the attainment of certain business objectives or other
quantitative or qualitative criteria. A holder of restricted stock has all of
the rights of a shareholder of the Company, including the right to vote the
restricted shares and the right to receive cash dividends.

GENUINE PARTNERSHIP PLAN

The Company established, effective July 1, 1988, a qualified salary
deferral plan pursuant to Section 401(k) of the Internal Revenue Code (the
"Partnership Plan"). The Partnership Plan is open to all employees, including
executive officers, on the first day of the month coinciding with or following
the date on which the employee attains age 21 and completes twelve months of
service and 1,000 hours of service during such twelve months. Pursuant to the
Partnership Plan, each participating employee is permitted to authorize payroll
deductions of up to 6% of his or her total compensation during the calendar year
(the "Basic Contributions"), and is permitted to make supplemental contributions
of up to 10% of his or her total compensation during the calendar year (the
"Supplemental Contributions"). An employee's aggregate contributions are subject
to limits set by law. The Company makes matching contributions in cash or the

13
<PAGE> 16

Company's Common Stock equal to 20% of each participant's Basic Contributions.
Participants become vested in the Company's matching contributions after
completing three years service. Participants are always 100% vested in their
Basic and Supplemental Contributions.

DEFERRED COMPENSATION AGREEMENTS

The Company has deferred compensation agreements with certain of the
Company's executive officers under which each executive has agreed to reduce his
salary in exchange for annual benefits upon retirement. The Company has
purchased insurance policies out of its general assets to provide sufficient
funds to pay the annual retirement benefits promised under the agreements. The
Company is the owner and sole beneficiary of such policies. Amounts of
compensation deferred pursuant to the deferred compensation agreements are
included in the salaries of the Named Executive Officers disclosed in the
Summary Compensation Table in the year such compensation is earned. Such
compensation will not be included in such individuals' salary in the Summary
Compensation Table in the later year in which he actually receives such
compensation. The Named Executive Officers are entitled to the following amounts
upon retirement or attaining age 65 under such deferred compensation agreements:
Larry L. Prince -- $35,000 annually with such amount guaranteed for 10 years;
Thomas C. Gallagher -- $40,000 annually with such amount guaranteed for 10
years; John J. Scalley -- $30,000 annually with such amount guaranteed for 10
years; and Louis W. Rice, Jr. -- $34,344 annually with such amount guaranteed
for 10 years. Mr. Rice turned 65 in November 1991 and began receiving the amount
of deferred compensation set forth above at that time.

Each of the deferred compensation agreements provide that in the event of a
change of control of the Company (as defined in the agreements), the officer (i)
if he has not yet qualified for early retirement benefits, shall have the right
to demand his withdrawal benefits (which is an amount approximately equal to the
amount of salary deferred under the agreement by the officer) in a single lump
sum payment, or (ii) if he has qualified for early retirement benefits or has
begun receiving a retirement benefit under his deferred compensation agreement,
shall have the right to demand his benefits in a single lump sum payment in an
amount equal to the annual amount to which the officer is entitled times the
number of years remaining in his life expectancy based on the actuarial
assumptions used in connection with the Company's Pension Plan at that time,
reduced to present value using 6% per annum.

TAX DEFERRED SAVINGS PLAN

The Company established, effective as of January 1, 1993, a nonqualified,
unfunded deferred compensation plan known as The Genuine Parts Company
Tax-Deferred Savings Plan (the "Deferred Savings Plan"). The Deferred Savings
Plan is open to all executive officers and certain other key employees. The
Deferred Savings Plan permits participants to defer the receipt of bonuses until
a specified date which must be at least two calendar years following the date
the bonus would ordinarily be paid. Participants may defer up to 50% of their
1994 bonuses (to be received during 1995), and may defer 100% of their bonuses
in subsequent years. Amounts of compensation deferred pursuant to the Deferred
Savings Plan are included in the salaries of the Named Executive Officers
disclosed in the Summary Compensation Table in the year such compensation is
earned.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

Effective February 13, 1989, the Company entered into identical agreements
("Severance Pay Agreements") with certain executive officers, including Larry L.
Prince, Thomas C. Gallagher, John J. Scalley, Louis W. Rice, Jr. and George W.
Kalafut. Each Severance Pay Agreement provides that following a change in the
control of the Company (as defined in the agreements), if the executive
officer's employment with the Company terminates, voluntarily or involuntarily,
for any reason or for no reason, within two years after the change of control
(but prior to the executive officer's reaching age 65), the executive officer
will be entitled to receive the following severance payment:

(1) If the executive officer is younger than age 62 at the time of
termination of his employment, the executive officer shall receive an
amount equal to one dollar less than a sum equal to three times his

14
<PAGE> 17

average annual compensation for the five full taxable years ending before
the date of the change of control (the "Base Severance Amount"), or

(2) If the officer is age 62 or older at the time of termination of
his employment, he shall receive an amount computed by dividing the Base
Severance Amount by 36, and multiplying the result of that division by the
number of whole months between the date of termination of employment and
the date the executive officer reaches age 65.

In addition, if an executive officer incurs a federal excise tax with
respect to any part or all of the amounts received pursuant to his Severance Pay
Agreement, the Company is required to pay the executive officer a sum equal to
such excise tax so incurred by the executive officer plus all excise taxes and
federal, state and local income taxes incurred by the executive officer with
respect to receipt of this additional payment. Furthermore, the Company has
agreed to pay all legal fees and expenses incurred by an executive officer in
the pursuit of the rights and benefits provided by his Severance Pay Agreement.

These Severance Pay Agreements will remain in effect as long as each such
executive officer remains employed by the Company.

15
<PAGE> 18

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return ("shareholder return") on the Company's
Common Stock against the shareholder return of the S&P's 500 Stock Index and a
Peer Group Composite Index (structured by the Company as set forth below) for
the five year period commencing December 31, 1989 and ended December 31, 1994.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
GENUINE PARTS COMPANY, S&P 500 INDEX & PEER GROUP COMPOSITE INDEX**

<TABLE>
<CAPTION>
MEASUREMENT PERIOD GENUINE PARTS
(FISCAL YEAR COVERED) COMPANY S&P 500 PEER INDEX
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 93.79 96.89 75.77
1991 124.49 126.42 100.43
1992 134.28 136.05 134.76
1993 152.98 149.76 158.24
1994 151.16 151.74 145.60
</TABLE>

Assumes $100 invested on December 31, 1989 in Genuine Parts Company common
stock, S&P's 500 Stock Index (the Company is a member of the S&P 500 and its
individual shareholder return went into calculating the S&P 500 results set
forth in this performance graph), and a Peer Group Composite Index constructed
by the Company as set forth below.

* Total return assumes reinvestment of dividends.
** Fiscal year ending December 31.

In constructing the Peer Group Composite Index ("Peer Index") for use in
the performance graph above, the Company used the shareholder returns of various
publicly held companies (weighted in accordance with each such company's stock
market capitalization at December 31, 1989 and including reinvestment of
dividends) that compete with the Company in its three industry segments:
automotive parts, industrial parts and office products (each group of companies
included in the Peer Index as competing with the Company in a separate industry
segment are hereinafter referred to as a "Peer Group"). Included in the
automotive parts

16
<PAGE> 19

Peer Group are those companies making up the Dow Jones Automotive Parts &
Equipment Industry Group (the Company is a member of such industry group and its
individual shareholder return was included when calculating the Peer Index
results set forth in this performance graph). Included in the industrial parts
Peer Group are Bearings, Inc. and Kaman Corporation, and included in the office
products Peer Group is United Stationers Inc.

In determining the Peer Index, each Peer Group for each industry segment
was weighted to reflect the Company's annual net sales in each industry segment.
Each industry segment of the Company comprised the following percentages of the
Company's net sales for the fiscal years shown:

<TABLE>
<CAPTION>
INDUSTRY SEGMENT 1990 1991 1992 1993 1994
------------------------------------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Automotive Parts 57.85% 58.15% 57.73% 56.63% 55.45%
Industrial Parts 27.84% 27.13% 26.95% 26.36% 27.12%
Office Products 14.31% 14.72% 15.32% 17.01% 17.43%
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1994, the Company leased the facility for a jobbing store in
Bloomington, Illinois from a trust in which James R. Courim, a director of the
Company, has a 37.5% beneficiary interest. The annual base rent for such lease
is $24,400 through October 31, 1997. The lease expires October 31, 1997 with one
five year renewal option for the Company. The Company's Audit Committee, with
Mr. Courim abstaining, has reviewed the lease transaction described above and
has reported to the Board of Directors that the terms of the lease are and were
reasonable and in the best interests of the Company.

During 1994, the Company completed the acquisition of Cherokee whose sole
shareholders were William A. Parker, Jr., a director of the Company, and Mr.
Parker's brother. See "Compensation Committee Interlocks and Insider
Participation."

SECTION 16(a) REPORTING

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Directors, executive
officers and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994, all
Section 16(a) filing requirements applicable to directors, executive officers
and greater than ten percent beneficial owners were complied with by such
persons, except that Mr. Courim failed to file timely a Form 4 for the month of
December 1994 in connection with a sale of the Company's common stock. In
addition, in 1994 Mr. Steiner reported information to correct his inadvertent
failure to report on Form 4 purchases of the Company's common stock by his wife
during January and February 1991, and, in 1995, Mr. Scalley reported information
to correct his inadvertent failure to report ownership of shares of Company
common stock by his wife.

17
<PAGE> 20

2. APPROVAL OF THE
GENUINE PARTS COMPANY ANNUAL INCENTIVE BONUS PLAN

On February 24, 1995 the Compensation and Stock Option Committee (the
"Committee") of the Board of Directors adopted, subject to shareholder approval,
the Genuine Parts Company Annual Incentive Bonus Plan (the "Plan"). The Board of
Directors directed that the Plan be submitted to the shareholders at the 1995
Annual Meeting, and the Plan will become effective upon the affirmative vote of
a majority of the shares of Common Stock represented and entitled to vote at the
Annual Meeting. If the Plan is not approved by the shareholders at the 1995
Annual Meeting, no payments will be made under the Plan. The Committee and the
Board of Directors retain the right to pay bonuses other than those set forth in
the Plan.

The Plan provides for the payment of annual monetary awards to each
participant equal to a percentage of such participant's base salary based upon
the achievement by the Company of certain "Performance Goals" as discussed
below. In the past, annual bonuses had been paid to participants in the Plan
pursuant to the procedures described in the "Compensation and Stock Option
Committee Report on Executive Compensation." The Plan is intended to preserve
the Company's federal income tax deduction for annual bonus payments under the
Plan to "covered employees" under Section 162(m) (as defined below) during the
years 1995 to 1999 by meeting the requirements for performance-based
compensation under Section 162(m) of the Code. The Plan will be effective as of
January 1, 1995 and has a term of five (5) years, subject to earlier termination
by the Board of Directors. The following is a summary of the Plan. A copy of the
full text of the Plan will be furnished to any shareholder of the Company upon
written request made to the Secretary of the Company.

ELIGIBILITY. Participation in the Plan is limited to the executive
officers of the Company and any other employee(s) of the Company or its
subsidiaries which the Committee, at the time it sets Performance Goals for a
particular year, reasonably believes may be deemed to be a "covered employee"
for such year under Section 162(m), as the same may be amended from time to
time. Under Section 162(m), a covered employee currently is defined as any
individual who, on the last day of the taxable year, is (i) the chief executive
officer of the Company or acting in that capacity, or (ii) one of the four
highest compensated officers of the Company (other than the chief executive
officer) determined pursuant to the executive compensation rules under the
Securities Exchange Act of 1934. During 1994, the covered employees would have
been the five Named Executive Officers.

PERFORMANCE GOALS. Each participant in the Plan shall be eligible to
receive bonuses in connection with a particular fiscal year during the term of
the Plan if the Company (or, for certain executive officers, a division(s) of
the Company) meets or exceeds certain performance goals ("Performance Goals")
set every year by the Committee. Not later than ninety (90) days after the
commencement of any fiscal year during the term of the Plan, the Committee will
set in writing Performance Goals based upon the Company (or a division(s) of the
Company, as appropriate) achieving for that fiscal year (i) certain levels of
pre-tax return on the Company's shareholders' equity as of the beginning of the
fiscal year (the "Profit Goals"), (ii) certain levels of aggregate sales (the
"Sales Goals"), and (iii) certain inventory management targets (the "Inventory
Goals"). At the time the Committee sets the Performance Goals for a particular
fiscal year, it also sets in writing the percentages of each participant's
salary which will be awarded to such participant if the Company (or division(s)
of the Company, as applicable) achieves the various Performance Goals.

No bonuses will be paid under the Plan unless the Company's actual pre-tax
return on the Company's shareholders' equity as of the beginning of the fiscal
year ("Actual Profit") equals or exceeds a minimum Profit Goal set by the
Committee. Furthermore, no bonus will be paid for attainment of the Sales Goals
or the Inventory Goals unless the Company's Actual Profit exceeds a specified
Profit Goal. Based upon its past experience paying bonuses to executive officers
under terms substantially similar to the Plan, the Company believes that the
portion of the bonus paid in connection with the attainment of Profit Goals will
be at least 75% of the aggregate amount of bonuses paid (if any) to any one
participant under the Plan in any one fiscal year.

LIMITATION OF BENEFITS. In no event shall any participant receive bonus
payments under the Plan in connection with any one fiscal year which exceed
$1,000,000.

18
<PAGE> 21

PLAN ADMINISTRATION. The Plan will be administered by the Committee. The
Committee is empowered to set the Performance Goals in connection with each
fiscal year during the term of the Plan. The Committee may amend this Plan at
any time, provided that no such amendment may cause the loss of any tax
deduction to the Company under Section 162(m) of the Code, unless such amendment
is submitted to the shareholders of the Company for approval. Payments under the
Plan will be made promptly after the Committee certifies in writing that the
relevant Performance Goals and other terms of the Plan were satisfied in
connection with such payments. Notwithstanding the above, the Committee may, in
its discretion, reduce the amount of compensation otherwise payable to
participants under the Plan.

BENEFITS TO EXECUTIVE OFFICERS. Only executive officers of the Company are
currently eligible to participate in the Plan. It is not currently possible to
determine with respect to the Named Executive Officers or the executive officers
as a group the benefits or amounts that will be received by such persons under
the Plan. The Plan is based on the annual bonus program described in the
"Compensation and Stock Option Committee Report on Executive Compensation." In
connection with 1994, each of the Named Executive Officers received the amounts
specified for 1994 in the "Bonus" column of the Summary Compensation Table on
page 7 of this Proxy Statement pursuant to such program, and the executive
officers of the Company as a group received an aggregate of $2,152,558 pursuant
to such program.

FEDERAL INCOME TAX CONSEQUENCES. Tax legislation known as the Omnibus
Budget Reconciliation Act of 1993 created Code Section 162(m) which prevents
publicly held companies from taking a tax deduction for compensation in excess
of $1,000,000 paid to each covered employee. Certain types of compensation paid
by a company are exempt from this deduction limitation, including certain
payments which are (i) subject to attainment of preestablished objective
performance goals, (ii) administered by outside directors of such company, and
(iii) approved by the shareholders of such company. It is the intent of the
Company that payments under the Plan, if approved by the shareholders, will not
count toward the $1,000,000 limit in Code Section 162(m) pursuant to such
exemption.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE GENUINE
PARTS COMPANY ANNUAL INCENTIVE BONUS PLAN. PROXIES RECEIVED BY THE BOARD OF
DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A
CONTRARY CHOICE.

19
<PAGE> 22

3. RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has selected Ernst & Young LLP as auditors for the
Company for the current fiscal year ending December 31, 1995, subject to
ratification by the shareholders. Ernst & Young LLP served as independent
auditors for the Company for the fiscal year ended December 31, 1994, and
representatives of that firm of independent accountants are expected to be
present at the Annual Meeting of Shareholders. Ernst & Young LLP will have an
opportunity to make a statement if they desire to do so and respond to
appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 1995. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Company. The Company
has retained Corporate Investor Communications, Inc. to assist in the
solicitation of proxies for a fee of approximately $8,000 and reimbursement of
certain expenses, and officers and regular employees of the Company, at no
additional compensation, may also assist in the solicitation. Solicitation will
be by mail, telephone or personal contact.

OTHER MATTERS

Management does not know of any matters to be brought before the meeting
other than those referred to above. If any matters which are not specifically
set forth in the form of proxy and this proxy statement properly come before the
meeting, the persons designated as proxies will vote thereon in accordance with
their best judgment.

Whether or not you expect to be present at the meeting in person, please
vote, sign, date and return the enclosed proxy promptly in the enclosed business
reply envelope. No postage is necessary if mailed in the United States.

SHAREHOLDER PROPOSALS

Proposals of shareholders of the Company intended to be presented for
consideration at the 1996 Annual Meeting of Shareholders of the Company must be
received by the Company at its principal executive offices on or before November
4, 1995, in order to be included in the Company's proxy statement and form of
proxy relating to the 1996 Annual Meeting of Shareholders.

20
<PAGE> 23

[Genuine Parts Company Logo]
<PAGE> 24
APPENDIX A

GENUINE PARTS COMPANY
ANNUAL INCENTIVE BONUS PLAN

1. PURPOSE

The purpose of the Genuine Parts Company Annual Incentive Bonus Plan
(the "Plan") is to permit Genuine Parts Company (the "Company"), through awards
of annual incentive compensation, to attract and retain qualified management
employees and to motivate such management employees to achieve maximum
profitability and stockholder returns. The Plan is designed and intended to
comply with Section 162(m) of the Internal Revenue Code of 1986, as amended,
and the regulations and interpretations promulgated thereunder (the "Code"),
and all provisions hereof shall be construed in a manner to so comply.

2. ADMINISTRATION

The Plan shall be administered by the Compensation and Stock Option
Committee of the Company's Board of Directors, or any other committee of the
Company's Board of Directors that the Company's Board of Directors determines
shall administer the Plan which consists of at least two outside directors of
the Company and satisfies the requirements of Section 162(m) of the Code (the
"Committee"). The Committee shall have full authority to interpret the Plan,
to establish rules and regulations relating to the operation of the Plan, to
determine the Performance Goals (as defined herein) and the amount of any
Bonuses (as defined herein) and to make all other determinations and take all
other actions necessary or appropriate for the proper administration of the
Plan. The Committee's interpretation of the Plan, and all actions taken within
the scope of its authority, shall be final and binding.

3. ELIGIBILITY

The individuals entitled to receive cash awards under the Plan
("Bonuses") for any fiscal year during the term of the Plan shall be the
executive officers of the Company and any other employee(s) of the Company or
its subsidiaries, if any, which the Committee, as of the Determination Date (as
defined herein), reasonably believes may be deemed to be a "covered
employee(s)" for such fiscal year under Section 162(m) of the Code (the
"Participants").

4. DETERMINATION OF PERFORMANCE GOALS AND SALARY PERCENTAGES

4.1 Each Participant in the Plan shall be eligible to receive
Bonuses in connection with a particular fiscal year during the term of the Plan
if the Company attains certain performance goals ("Performance Goals") set
every year by the Committee.

4.2 Not later than ninety (90) days after the commencement of any
fiscal year and while the outcome of the Company's performance in relationship
to the Performance Goals is still substantially uncertain (the "Determination
Date"), the Committee shall adopt in writing certain Performance Goals based
upon the Company achieving for that fiscal year (i) certain levels of pre-tax
return on the Company's shareholders' equity as of the beginning of the fiscal
year (the "Profit Goals"), (ii) certain levels of aggregate sales (the "Sales
Goals"), and (iii) certain inventory management targets (the "Inventory
Goals").
<PAGE> 25

4.3 On the Determination Date, the Committee also sets in writing
the amount of Bonuses to be awarded under the Plan for that fiscal year by
setting a percentage of each Participant's salary that will be awarded to a
Participant if the Company achieves a particular Performance Goal or group of
Performance Goals. No Bonuses will be paid under the Plan unless the Company's
actual pre-tax return on the Company's shareholders' equity as of the beginning
of the fiscal year equals or exceeds a minimum Profit Goal set by the
Committee.

4.4 The Committee may for certain individual Participants, in its
sole discretion, set Performance Goals based upon a division or divisions of
the Company achieving Profit, Sales and Inventory Goals set by the Committee.

5. CALCULATION OF BONUSES; CERTIFICATION

As soon as reasonably practicable after the close of each fiscal year
in which any Participant is participating in the Plan, the Committee shall
determine with respect to each Participant (i) whether and the extent to which
the Performance Goals for such fiscal year have been met, and (ii) the amount
of any resulting Bonuses to be paid under the Plan. The Committee shall then
certify in writing (i) the amounts of such Bonuses and (ii) that the relevant
Performance Goals and other requirements of the Plan relating to such Bonuses
were satisfied.

6. LIMITATIONS WITH RESPECT TO BONUSES

6.1 No Participant shall have any right to receive payment of any
Bonus unless the Participant remains in the employ of the Company or its
subsidiaries through the end of the fiscal year to which such Bonus relates;
provided, however, that the Committee may, in its sole discretion, pay all or
part of a Bonus to any Participant whose employment with the Company or its
subsidiaries is terminated at any time prior to the end of the fiscal year to
which such Bonus relates by reason of death or disability. Any such
determination of the Committee shall be final and conclusive.

6.2 The Committee may, in its sole discretion, reduce the amount
of any Bonus otherwise payable under the Plan.

6.3 In no event shall an individual Participant receive Bonuses
under the Plan in connection with any one fiscal year which in the aggregate
are in excess of $1,000,000.

7. PAYMENT OF BONUSES

Each Participant shall receive a Bonus hereunder promptly after the
Committee has certified in writing under Section 5 that the relevant
Performance Goals and other requirements of the Plan were satisfied in
connection with such Bonus.

-2-
<PAGE> 26

8. AMENDMENTS

The Committee may amend this Plan at any time, provided that no such
amendment shall be effective which (i) alters the types of Performance Goals
specified in Section 4.2, or (ii) otherwise causes the loss of any tax
deduction to the Company under Section 162(m) of the Code, unless such
amendment is submitted to the shareholders of the Company.

9. TERM; TERMINATION

9.1 Subject to Sections 9.2 and 11, the Plan shall be effective
for the five year period beginning on January 1, 1995 and ending on December
31, 1999.

9.2 The Board of Directors of the Company may terminate this Plan
at any time.

10. MISCELLANEOUS PROVISIONS

10.1 The Company shall have the right to deduct at the time of
payment of any Bonus any amounts required by law to be withheld for the payment
of taxes or otherwise.

10.2 Except where federal law is applicable, the provisions of the
Plan shall be governed by and construed in accordance with the laws of the
State of Georgia.

10.3 If any provision of this Plan is found to be illegal or
invalid or would cause any Bonus not to constitute performance-based
compensation under Section 162(m) of the Code, the Committee shall have
discretion to sever that provision from this Plan and, thereupon, such
provision shall not be deemed to be a part of this Plan.

10.4 Nothing in the Plan shall confer upon a Participant the right
to continue in the employ of the Company or any of its subsidiaries or shall
limit in any way the right of the Company and/or its subsidiaries to terminate
such Participant's employment.

10.5 No Participant shall have any claim to be granted a Bonus
under the Plan, and there is no obligation for uniformity of treatment for
Participants.

10.6 The Plan shall be unfunded. The Company shall not be required
to establish any separate or special fund or to make any other segregation of
assets to assure the payment of any Bonus under the Plan.

11. EFFECTIVE DATE

If approved by the shareholders of the Company at the Company's 1995
Annual Meeting of Shareholders, the Plan shall be deemed effective as of
January 1, 1995. If this Plan is not approved by the shareholders of the
Company at the 1995 Annual Meeting of Shareholders, this Plan shall terminate
and no Bonuses shall be paid hereunder.

-3-
<PAGE> 27
APPENDIX B

GENUINE PARTS COMPANY

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF GENUINE PARTS COMPANY FOR THE
ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 17, 1995

The undersigned hereby appoints LARRY L. PRINCE and THOMAS C. GALLAGHER, or
either of them, with the individual power of substitution, proxies to vote all
shares of Common Stock of Genuine Parts Company which the undersigned may be
entitled to vote at the Annual Meeting of Shareholders to be held in Atlanta,
Georgia on April 17, 1995, and at any reconvened meeting following any
adjournment thereof. Said proxies will vote on the proposals set forth in the
notice of annual meeting and proxy statement as specified on this card, and are
authorized to vote in their discretion as to any other matters that may properly
come before the meeting.

1. Election of the following four nominees as Class III directors of Genuine
Parts Company:

Jean Douville, J. Hicks Lanier, Larry L. Prince and Alana S. Shepherd.

IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE "FOR" PROPOSAL 1.
/ /FOR (except as indicated to the contrary below) / /AGAINST / /ABSTAIN

To vote against any individual nominee, write that nominee's name on the
following line.

- ---------------------------------------------------------------------

To abstain from voting for any individual nominee, write that nominee's name on
the following line.

- ---------------------------------------------------------------------

2. Adoption and approval of the Genuine Parts Company Annual Incentive Bonus
Plan.
IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE "FOR" PROPOSAL 2.
/ /FOR / /AGAINST / /ABSTAIN

3. Ratification of the selection of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1995.

IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE "FOR" PROPOSAL 3.

/ /FOR / /AGAINST / /ABSTAIN

IMPORTANT: Please sign this Proxy
exactly as your name or names appear
below. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

PLEASE VOTE, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Date: , 1995
---------------------------

--------------------------------------
Signature

--------------------------------------
Signature if held jointly