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EXHIBIT 10.44

AMENDMENT NO. 11
TO THE
GENUINE PARTNERSHIP PLAN

This Amendment to the Genuine Partnership Plan is adopted by Genuine
Parts Company (the "Company"), effective as of the dates set forth herein.

WITNESSETH:

WHEREAS, the Company maintains the Genuine Partnership Plan (the
"Plan"), as amended and restated effective January 1, 1994, and such Plan is
currently in effect;

WHEREAS, the Company desires to amend Schedules B and C of the Plan;

WHEREAS, Brittain Brothers, Inc. ("Brittain Brothers") established and
sponsored the Brittain Brothers Savings Incentive Plan (effective January 1,
1993) (the "Brittain Brothers Plan");

WHEREAS, Brittain Brothers merged with and into the Company on
September 30, 1999;

WHEREAS, the Company desires to merge the Brittain Brothers Plan into
the Plan on or about July 31, 2000; and

WHEREAS, pursuant to Section 11.01 of the Plan, the Company has
reserved the right to amend the Plan through action of the Committee for the
Plan;

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

Schedule B shall be deleted in its entirety and a new Schedule B shall
be added, effective April 1, 2000, to read as follows:

"SCHEDULE B

Credit for Service with Predecessor Employers

I. General Rule - No Past Service. Unless otherwise identified in Part II
below, an Employee will not receive Credited Service or Years of Eligibility
Service under this Plan for any purpose. Instead (unless otherwise required by
law) Hours of Service worked for a predecessor employer prior to the Designation
Date shall be ignored.

II. Definition of Past Service Credit. If Employees who were previously
employed by a predecessor employer are granted past service credit (as noted
below), such Employees who are employed by an Employer on the Designation Date
shall receive Credited Service and Years of Eligibility Service under this Plan
beginning with the employment commencement date with the predecessor employer,
but subject to all of the rules concerning crediting of service and Breaks in
Service set forth in this Plan.

Extent of Credit for Service
Name Designation Date with Predecessor Company
---- ---------------- ------------------------------

1. Odell Hardware Company 7/1/88 Past Service Credit Granted
("Odell")

2. Clark Siviter 7/1/88 Past Service Credit Granted

3. Brooks-Noble Parts 7/1/88 Past Service Credit Granted
& Machine Co., Inc.

4. General Automotive Parts 7/1/88 Past Service Credit Granted
Company and its subsidiaries
("General Automotive")

5. Standard Units Parts 7/1/88 Past Service Credit Granted
Corporation including
its subsidiary Manco,
Inc. ("Standard Units
Parts")

6. NAPA Des Moines 7/1/88 Past Service Credit Granted
Warehouse ("Des Moines")

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

Participants employed by the following predecessor employers that were
acquired prior to January 1, 1994, shall not receive Past Service Credit as of
the date the predecessor employer was acquired by or merged into Genuine Parts
Company. However, after an employee of such predecessor employer becomes a
Participant in the Plan by satisfying the requirements of Section 3.01, such
Participant shall receive Credited Service for all employment with such
predecessor employer effective as of the Employment Date indicated below
provided such individuals were employed by an Employer (as determined by the
Committee) on the Employment Date.

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

Participants employed by the following predecessor employers that were
acquired on or after January 1, 1994 shall receive Credited Service and credit
for participation

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purposes under Article III for all employment with such predecessor employer
effective as of the Employment Date indicated below provided such individuals
were employed by an Employer (as determined by the Committee) on the Employment
Date.

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

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

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

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

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

Atlantic Tracy Inc. November 1, 1995
Summerville, MA

Midcap Bearing Corporation June 1, 1995
San Antonio, TX

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

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

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

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

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

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

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Palmer, AK

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

Cascade Bearings April 1, 1998
Yakima, WA

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

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

Hub Tool & Supply, Inc. January 1, 1999
Wichita, KS

Bush-Miller, Inc. April 1, 1999
York, PA

EIS, Inc. December 1, 1999
(including the following current
and former subsidiaries of EIS, Inc.:
Com-Kyl, Inc.; Scottsdale Tool &
Supply, Inc.; Electronic Tool Co.,
Inc.; Summit Insulation Supply
Company, Inc.; and H.A. Holden,
Inc.) Atlanta, GA (Acquired 5/98)

Brittain Brothers, Inc. April 1, 2000
Oklahoma City, OK (Merged 6/30/00)"

A new Section VIII shall be added to the end of Schedule C to read as
follows:

"VIII. Additional Forms of Benefits for Former Participants in the
Brittain Brothers Savings Incentive Plan

A. Background. As of April 1, 2000, the Brittain
Brothers Savings Incentive Plan (the "Brittain Brothers Plan")
was frozen. The Brittain Brothers Plan was subsequently merged
into the Plan on or about July 31, 2000. Accounts established
under the Brittain Brothers Plan shall constitute Prior
Employer Accounts.

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B. Eligibility of Former Participants in the Brittain
Brothers Plan to Receive Additional Forms of Benefits.
Effective as of the merger of the Brittain Brothers Plan into
this Plan, former participants in the Brittain Brothers Plan
who became Participants in this Plan ("Brittain Brothers
Participants") may elect to receive, in addition to the
benefits offered under this Plan, a distribution from their
Prior Employer Accounts over a period certain, not to extend
beyond the Participant's life expectancy (or the life
expectancy of the Participant and his or her designated
Beneficiary), in monthly, quarterly, semiannual, or annual
installments."

Except as amended herein, the Plan shall remain in full force and
effect.

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

COMMITTEE TO THE
GENUINE PARTNERSHIP PLAN

By: /s/ Frank Howard
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Frank Howard, acting on behalf of the Committee

Date: January 19, 2001
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