GENUINE PARTS CO
AMENDMENT NO. 10 TO PENSION PLAN
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>4
<FILENAME>g74408ex10-46.txt
<DESCRIPTION>AMENDMENT NO. 10 TO PENSION PLAN
<TEXT>
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                                                                   EXHIBIT 10.46

                               AMENDMENT NO. 10 TO
                            THE GENUINE PARTS COMPANY
                                  PENSION PLAN

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

                                   WITNESSETH:

         WHEREAS, the Company maintains the Genuine Parts Company Pension Plan
(the "Plan"), as amended and restated effective January 1, 1989, and such Plan
is currently in effect; and

         WHEREAS, Section 8.06(c) of the Plan authorizes the Pension and
Benefits Committee to amend the Plan;

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

                                       1.

         Section 2.37 is hereby deleted and a new Section 2.37 is substituted
therefore as follows:

         "2.37    Pension and Benefits Committee or Committee shall mean the
Pension and Benefits Committee of the Company which is appointed by the Board or
its designee to administer the Plan in accordance with the terms of Article
VIII. The terms Pension Committee, Committee or Pension and Benefits Committee
may be used interchangeably.

                                       2.

         A new Section 4.11 shall be added to the Plan to read as follows:

         "4.11    Change in Control

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

                  (b)      Notwithstanding anything contained herein to the
                           contrary, the value of a lump sum distribution under
                           this Section will be


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                           determined based on the Applicable Mortality Table
                           and the Applicable Interest Rate, which shall mean
                           the following:

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

                           (2)      Applicable Interest Rate shall mean the
                                    lesser of

                                    (i)      The "Applicable Interest Rate" as
                                             defined in Section 2.03 ("Actuarial
                                             Equivalent") or

                                    (ii)     The annual rate of interest on
                                             10-year Treasury notes for the
                                             month of October that precedes the
                                             beginning of the Plan Year in which
                                             such distribution occurs.

                  (c)      Change in Control shall mean,

                           (1)      The acquisition by any individual, entity or
                           group (within the meaning of Section 13(d)(3) or
                           14(d)(2) of the 1934 Act) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the 1934 Act) of 20% or more of the
                           combined voting power of the then outstanding voting
                           securities of Genuine Parts entitled to vote
                           generally in the election of directors (the
                           "Outstanding Company Voting Securities"); provided,
                           however, that for purposes of this subsection (1),
                           the following acquisitions shall not constitute a
                           Change of Control: (i) any acquisition by a Person
                           who is on the date hereof the beneficial owner of 20%
                           or more of the Outstanding Company Voting Securities,
                           (ii) any acquisition directly from Genuine Parts,
                           (iii) any acquisition by Genuine Parts, (iv) any
                           acquisition by any employee benefit plan (or related
                           trust) sponsored or maintained by Genuine Parts or
                           any corporation controlled by Genuine Parts, or (v)
                           any acquisition by any corporation pursuant to a
                           transaction which complies with clauses (i), (ii) and
                           (iii) of Section 4.11(c)(3); or

                           (2)      Individuals who, as of the date hereof,
                           constitute the Board (the "Incumbent Board") cease
                           for any reason to constitute at least a majority of
                           the Board; provided, however, that any individual
                           becoming a director subsequent to the date hereof
                           whose election, or nomination for election by Genuine
                           Parts' shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial


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                           assumption of office occurs as a result of an actual
                           or threatened election contest with respect to the
                           election or removal of directors or other actual or
                           threatened solicitation of proxies or consents by or
                           on behalf of a Person other than the Board; or

                           (3)      Consummation of a reorganization, merger,
                           consolidation or share exchange or sale or other
                           disposition of all or substantially all of the assets
                           of Genuine Parts (a "Business Combination"), in each
                           case, unless, following such Business Combination,
                           (i) all or substantially all of the individuals and
                           entities who were the beneficial owners of the
                           Outstanding Company Voting Securities immediately
                           prior to such Business Combination beneficially own,
                           directly or indirectly, more than 50% of the combined
                           voting power of the then outstanding voting
                           securities entitled to vote generally in the election
                           of directors of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as a result of such transaction
                           owns Genuine Parts or all or substantially all of
                           Genuine Parts' assets either directly or through one
                           or more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination of the Outstanding Company
                           Voting Securities, and (ii) no Person (excluding any
                           corporation resulting from such Business Combination
                           or any employee benefit plan (or related trust) of
                           Genuine Parts or such corporation resulting from such
                           Business Combination) beneficially owns, directly or
                           indirectly, 20% or more of the combined voting power
                           of the then outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination, and (iii)
                           at least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or

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

                                       3.

         This Amendment shall be effective July 1, 2001. Except as amended
herein, the Plan shall remain in full force and effect.


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         IN WITNESS WHEREOF, Genuine Parts Company, acting through the Pension
and Benefits Committee has caused this Amendment to the Plan to be executed on
the date shown below but effective as of the date indicated above.


                                       PENSION AND BENEFITS COMMITTEE



                                       By: /s/ George W. Kalafut
                                          --------------------------------------

                                       Date:   November 28, 2001
                                            ------------------------------------


Attest: /s/ Frank M Howard
      --------------------------


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