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EXHIBIT NO. 10.26
AMENDMENT NO. 5
TO THE
GENUINE PARTNERSHIP PLAN
This Amendment to the Genuine Partnership Plan is adopted by Genuine
Parts Company (the "Company"), effective as of the date 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; and
WHEREAS, pursuant to Section 11.01, the Company has reserved the right
to amend the Plan through action of the Committee for the Plan;
NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:
1.
Section 4.05 is deleted in its entirety, and a new Section 4.05 is
substituted in lieu thereof, as follows:
"4.05 Rollover Contribution.
(a) Without regard to any limitation on contributions set
forth in this Article, an Eligible Employee shall be
permitted, if the Committee consents (based on
non-discriminatory criteria), to transfer to the
Trustee during any Plan Year additional property
acceptable to the Trustee, provided such property:
(1) was received by the Eligible Employee from a
Qualified Plan maintained by a previous
employer of the Eligible Employee and
qualifies as a rollover contribution within
the meaning of Code ss. 402(a)(5) or
(2) was received by the Eligible Employee from
an individual retirement account or
individual retirement annuity and qualifies
as a rollover contribution within the
meaning of Code ss. 408(d)(3)(A)(ii).
(b) Such property shall be held by the Trustee in the
Employee's Rollover Account. All such amounts so held
shall at all times be fully vested and
nonforfeitable. Such amounts shall be distributed
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to the Employee upon Termination Date in the manner
provided in Article 8.
(c) See Section 8.07 regarding the right of a Participant
to request a trustee to trustee transfer of the
Participant's Account in lieu of a distribution of
such Account.
(d) Notwithstanding the foregoing, any Eligible Employee
who elects to make a Rollover Contribution to the
Plan pursuant to this Section 4.05 shall not be
considered a Participant for any other purpose under
this Plan until such Eligible Employee has satisfied
the applicable eligibility requirements of Section
3.01."
2.
Section 5.03(a) is deleted in its entirety, and a new Section 5.03(a)
is substituted in lieu thereof as follows:
"5.03 Form and Timing of Contributions.
(a) Employer Contributions shall be made in cash or in
Qualifying Employer Securities. Employer Matching
Contributions shall be delivered to the Trustee as
soon as administratively feasible but no later than
the date prescribed by the Code for filing the
Employer's federal income tax return, including
authorized extensions. Qualified Nonelective
Contributions shall be delivered to the Trustee on or
before the last day of the twelfth month following
the close of the Plan Year to which the contribution
relates."
3.
Section 5.04 is deleted in its entirety, and a new Section 5.04 is
substituted in lieu thereof, as follows:
"5.04 Forfeitures.
Forfeitures shall first be applied to restore amounts
previously forfeited pursuant to Section 7.05(c). Next,
forfeitures shall be used to pay expenses of the Plan which
may be paid by the Plan in accordance with the provisions of
ERISA. Thereafter any remaining forfeitures shall be allocated
on the last day of the Plan Year (unless the Committee directs
an earlier allocation) equally on a per capita basis among the
Employer Matching Contribution Accounts of all Participants
who made an Elective Deferral during the Plan Year in which
the forfeitures are allocated. See Section 7.05 to determine
when a forfeiture of a Participant's Account occurs. See
Section 3.01(b)(2) and Section 5.05 for additional eligibility
requirements."
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4.
Sections 6.06(b) and (c) are deleted in their entirety, and new
Sections 6.06(b) and (c) are substituted in lieu thereof, as follows:
"(b) Initial Investment Direction. Effective January 1, 1999, a
Participant's initial investment election must allocate his
entire Account in 1% increments among the Investment Funds, as
of the date of the directive, and all subsequent contributions
to each sub-account for so long as the election remains in
effect. For a period of time prior to January 1, 1999,
allocations among the Investment Funds were made in 10%
increments. An Employee who fails to make a proper investment
election by the deadline established by the Committee for such
purpose, shall be deemed to have elected the "Default
Enrollment Election" which allocates 100% of his Account in
the Default Fund (i.e., the Fixed Income Fund or other
Investment Fund which, in the opinion of the Committee, best
preserves the principal amount of the Participant's Account).
Furthermore, effective January 1, 1999, the initial investment
of each newly eligible Participant's Account shall
automatically be made to the Default Fund until such
Participant directs the investment of his or her Account.
(c) Subsequent Elections. Investment elections will remain in
effect until changed by a new election. Effective January 1,
1999, new elections may be made in 1% increments by a
Participant once each calendar month and shall be effective as
of the date the investment directive is delivered to the
Committee (or its designee), pursuant to the rules and
regulations established by the Committee and which are applied
in a consistent and nondiscriminatory manner. For a period of
time prior to January 1, 1999, a Participant may make a new
election to modify his investment elections in 10% increments
once each calendar quarter. New elections may change future
allocations to the Participant's Account, may reallocate
between the Investment Funds any amounts previously credited
to the Participant's Account, or may leave the allocation of
such prior amounts unchanged."
5.
Section 8.01(a) is deleted in its entirety, and a new Section 8.01(a)
is substituted in lieu thereof, as follows:
"(a) Termination of Employment. If a Participant has a Termination
Date other than on account of death, the Participant's Account
will commence to be distributed as soon as administratively
feasible following the Committee's
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receipt of the Participant's written request for a
Distribution, but in no event later than 60 days following the
end of the Plan Year in which such Participant requests a
Distribution of his Account. Such request shall be made on a
form provided by the Committee. See Section 8.01(c) for
circumstances where the Participant's consent to a
Distribution is not required."
6.
Section 9.13 is deleted in its entirety, and a new Section 9.13 is
substituted in lieu thereof, as follows:
"9.13 Directed Investment.
A Participant who requests a loan shall be deemed to have
directed the Committee to invest assets held in his Account by
the amount of the loan, and until such loan is repaid, such
loan shall be considered a directed investment of the
Participant's Account hereunder. The Plan monies which are
used to fund the Participant loan shall be withdrawn from the
Participant's Account in the following order (and principal
and interest loan repayments shall be added back to such
Accounts in the same order):
(a) the Pre-Tax Contribution Account;
(b) the Rollover Account;
(c) the Qualified Nonelective Contribution Account; and
(d) the Prior Employer Account.
Within each such Account the monies which are used to fund the
Participant loan shall be withdrawn on a pro rata basis
according to the value of the Investment Funds in which such
Account was invested. Principal and interest payments on the
loan will be allocated to the Participant's Investment Funds
according to the Participant's investment election at the time
of the payment. Prior to January 1, 1999, loans could also be
made from a Participant's Employer Matching Contribution
Account. If a loan was made out of the Participant's Employer
Matching Contribution Account, repayment of principal and
interest attributable to such Account shall be allocated to
the Participant's Common Stock Fund."
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7.
This amendment shall be effective January 1, 1999. 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/ George W. Kalafut
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Date: December 7, 1998
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By: /s/ Jerry Nix
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Date: December 7, 1998
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By: /s/ Edward J. Van Stedum
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Date: December 7, 1998
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By: /s/ Frank M. Howard
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Date: December 7, 1998
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