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Exhibit No. 10.28
AMENDMENT NO. 7 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 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, under Section 8.06(c), the Pension Committee has the authority
to amend Schedule B to the Plan;
NOW, THEREFORE, BE IT RESOLVED that Schedule B is hereby deleted and a
new Schedule B is substituted therefore as follows:
"SCHEDULE B
CREDIT FOR SERVICE WITH PREDECESSOR EMPLOYERS
I. Participants employed by a predecessor employer not listed in Sections
II or III below shall be deemed to have as their date of Employment for
all purposes of this Plan, the date the predecessor employer was
acquired by or merged into Genuine Parts Company.
II. Participants employed by the following predecessor employers shall
receive Credited Service for all purposes of this Plan beginning with
their employment commencement date with that predecessor employer but
subject to all the rules concerning crediting of service set forth in
this Plan.
1. Clark Siviter Co.
St. Petersburg, FL
2. Standard Parts Company
Columbia, SC
3. Standard Unit Parts Company
Normal, IL
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Except that the benefits provided to Richard R. Mikulecky under
this Plan shall be reduced by one hundred percent (100%) of the
benefits provided under that certain Salary Continuation
Agreement dated January 10, 1977 in the event of his retirement,
death, disability or other termination of service; and
Except that the benefits provided to Mark R. Larson under this
Plan shall be reduced by one hundred percent (100%) of the
benefits provided under that certain Salary Continuation
Agreement dated January 10, 1977 in the event of his retirement,
death, disability or other termination of service.
4. National Parts Service Inc.
Hartford, CT
Covering the following National Parts Service employees:
Name S.S. No. Employment Date
---- -------- ---------------
Raymond Jensen ###-##-#### May 1, 1946
Charles A. Veci ###-##-#### July 1, 1952
Paul F. Baldi ###-##-#### August 27, 1960
Bernhardt E. Johnson ###-##-#### October 1, 1966
Jean L. Veillette ###-##-#### July 1, 1972
Paul R. Denis ###-##-#### July 26, 1974
Mark P. Taylor ###-##-#### January 17, 1980
Roy M. Robbins ###-##-#### June 16, 1980
5. General Automotive Parts Company and its subsidiaries
6. NAPA Des Moines Warehouse
III. (a) Acquisitions Prior to January 1, 1994.
Participants employed by those predecessor employers listed below that
were acquired prior to January 1, 1994 shall be deemed to have as their
date of Employment for all purposes of this Plan, the date the
predecessor employer was acquired by or merged into Genuine Parts
Company or its subsidiaries. However, after an employee of such
predecessor employer becomes a Participant in the Plan by satisfying
the requirements of Section 3.02, such Participant shall receive credit
for all employment with such predecessor employer for purposes of (1)
determining the Participant's vested percentage under Section 4.05(c);
(2) determining whether a Participant has completed five years of
Credited Service for the Disability Retirement provisions of Schedule
D; and (3) determining the Participant's entitlement to Death Benefits
under Article V and related sections of the Plan. However, to receive
such credit, the Employee must be actively
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employed by an Employer (as determined by the Committee) on the
Employment Date.
(b) Acquisitions On or After January 1, 1994.
Participants employed by those predecessor employers listed below that
were acquired on or after January 1, 1994 shall receive credit under
this Plan for all employment with such predecessor employer for
purposes of (1) determining the Participant's vested percentage under
Section 4.05(c); (2) determining whether a Participant has completed
five years of Credited Service for the Disability Retirement provisions
of Schedule D (not available to acquisitions on or after January 1,
1993); and (3) determining the Participant's entitlement to Death
Benefits under Article V and related sections of the Plan (not
available to acquisitions on or after July 15, 1997). However, to
receive such credit, the employee must be actively employed by an
Employer (as determined by the Committee) on the Employment Date.
Employees of the following predecessor employers that were acquired on
or after January 1, 1994 and who are actively employed by an Employer
(as determined by the Committee) on the Employment Date will receive
credit for their employment with the predecessor employer for
determining whether such Employees have satisfied the participation
requirements of Article III.
(c) Important Restrictions.
Credited Service granted under (a) or (b) above may be forfeited or
disregarded in accordance with Section 2.18 or other provisions of the
Plan. 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.
Name Employment Date
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Odell Hardware Company January 1, 1980
Greensboro, NC
Brooks-Noble Parts & Machine Co., Inc. August 1, 1981
Jackson, MS
One Stop Auto Parts Inc. March 10, 1982
Lathan, NY
One Stop Auto Parts Inc. March 16, 1983
Albany, NY
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E. E. Long Inc. September 1, 1984
Des Moines, IA
Motor Parts & Supply April 1, 1986
Baton Rouge, LA
Chattanooga Service Auto Center May 1, 1986
Chattanooga, TN
Gerace Auto Parts December 1, 1986
Port Allen, LA
Lawwill Auto Parts September 1, 1987
Chattanooga, TN
Smith Automotive Corp. August 1, 1990
(2 stores) Martinez, GA & Belvedere, SC
Kings Parts Company, Inc. August 10, 1990
Lake Oswego, OR
W.K. NAPA on Kensington, Inc. August 10, 1990
Elk Grove Village, IL
Auto Parts, Inc. of Wilmington October 1, 1990
Wilmington, NC
Carolina Auto Parts of Thomasville, Inc. October 1, 1990
Thomasville, NC
Stokes Auto Parts, Inc. October 1, 1990
Thomasville, NC
MGM Auto Parts, Inc. November 1, 1990
Kenmore, NY
Wholesale Sationers Corp. December 1, 1990
Salt Lake City, UT (S.P. Richards)
Santa Monica Auto Parts November 1, 1990
Santa Monica, CA
Precise Industries, Inc. December 1, 1990
(2 Stores) Kingsport & Blountville, TN
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Automotive Service & Supply, Inc. December 1, 1990
(3 Stores) Kingsport, TN, Bristol & Abingdon, VA
NAPA Auto Parts of Lombard, Inc. December 1, 1990
Lombard, IL
Middleburg Parts and Hardware, Inc. December 31, 1990
Middleburg, FL
Strap Industries, Inc. March 1, 1991
Tempe, AZ
Anderson's Parts March 1, 1991
Blue Springs, MO
Evergreen Automotive Supply, Inc. May 1, 1991
Chicago, IL
Heath Motor Supply Co. July 1, 1991
Panama City, FL
Bryant Stooks - D.J.'s Auto Supply July 1, 1991
(2 Stores) Chandler and Mesa, AZ
NAPA Auto Parts Store of John Nall August 1, 1991
South Milwaukee, WI
Deer Park Automotive Parts, Inc. September 1, 1991
Mt. Carmel, OH
T & L Auto Parts Company, Inc. October 1, 1991
(4 Stores) Fayetteville, NC
B.W.P. Ltd. October 1, 1991
(2 Stores) Fayetteville, Roseboro, NC
Auto Parts of Clinton October 1, 1991
Clinton, NC
Byrd-Wood Parts Group, Inc. October 1, 1991
Fayetteville, NC
Burien Auto Parts, Inc. October 1, 1991
(2 Stores) Seattle, WA
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B.N. Auto Parts Co. December 1, 1991
Marietta, GA
Capital Automotive Parts, Inc. December 1, 1991
Milwaukee, WI
Bill's Auto Supply, Inc. January 1, 1992
Milwaukee, WI
Bill's Auto Supply, Inc. January 1, 1992
Kansas City, MO
Bald Hill Auto Parts, Inc. February 1, 1992
Warwick, RI
Manton Auto Prats, Inc. February 1, 1992
Providence, RI
Hudson Auto Parts February 1, 1992
Hudson, WI
B&B Genuine Auto Parts, Inc. February 16, 1992
Canton, OH
Jimmy's Auto Parts, Inc. March 1, 1992
Alpharetta, GA
West Town Auto Parts, Inc. June 1, 1992
Knoxville, TN
Lakeland Motor Parts, Inc. June 1, 1992
(2 Stores) Lakeland, FL
Haas Auto Parts & Machine Co., Inc. June 1, 1992
Jeffersonville, IN
Parts Dept. of Shakopee, Inc. June 1, 1992
Shakopee, MN
HMH Automotive Parts, Inc. June 1, 1992
(2 Stores) Galesburg, Monmouth, IL
Southern Parts & Electric, Inc. July 1, 1992
(4 Stores) Durham, NC
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Service Supply Co. of Douglasville, Inc. July 1, 1992
Douglasville, GA
Service Supply Company of Dallas, Inc. July 1, 1992
Dallas, GA
NAPA of Lemon Grove, Inc. August 1, 1992
La Mesa, CA
Whitewater Auto Supply, Inc. September 1, 1992
Janesville, WI
Regalia Auto Parts, Inc. September 1, 1992
Seattle, WA
Drexel Auto Parts, Inc. October 1, 1992
Huntsville, AL
Warren Auto Supply, Inc. December 4, 1992
(2 Stores) Warren, OH
Cal's Service Parts, Inc. January 1, 1993
(6 Stores) Boise, ID
H & G Enterprises, Inc. January 1, 1993
Louisville, KY
Kernersville Auto Parts, Inc. February 1, 1993
Kernersville, NC
McCowen Enterprises, Inc. April 1, 1993
(2 Stores) Champaign & Urbana, IL
Breese Company, Inc. May 1, 1993
(3 Stores, Iowa City, Muscatine & Coralville, IA)
Young's Auto Supply Warehouse, Inc. July 1, 1993
Norfolk, VA
Joliet Auto Supply, Inc. July 1, 1993
Joliet, IL
Bryan - Rogers, Inc. August 1, 1993
(3 Stores) Tupelo, Baldwyn & Amory, MS
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Hyllberg Enterprises, Inc. August 1, 1993
Virginia Beach, VA
Hager Auto & Industrial Parts, Inc. November 1, 1993
(2 Stores) Burlington & South Burlington, VT
M&B, Inc. (Lesker Office Supplies, Inc.) November 1, 1993
Charlotte, NC
Ballard Auto Parts, Inc. January 1, 1994
Cornelius, NC
Service Parts of Hendersonville, Inc. January 1, 1994
Hendersonville, NC
Power's Auto Parts, Inc. March 1, 1994
Williamsburg, VA
Big J Auto Parts, Inc. March 14, 1994
Johnson City, TN
Economy Auto Supply Co., Inc. April 1, 1994
Norfolk, VA
Paul's Automotive, Inc. April 1, 1994
Toledo, OH
Sulphur Springs Parts Co., Inc. June 1, 1994
Sulphur Springs, TX
The Parts Place August 1, 1994
Gulfport, MS
A & J Automotive Co. August 1, 1994
Dalton, GA
Clewiston Auto Parts, Inc. September 1, 1994
Clewiston, FL
Oregon City Auto Parts, Inc. October 1, 1994
Oregon City and Clackamas, OR
Kiema Car Part, Inc. November 1, 1994
El Monte, CA
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Shoreline Auto Parts November 1, 1994
Seattle, WA
Lockport Automotive Supply, Inc. December 1, 1994
Lockport, NY
Mircon, Inc. Scardsdale Auto Parts December 1, 1994
Scarsdale, NY
Motor Parts Company December 1, 1994
Booneville, MS
Davis & Wilmar, Inc. May 1, 1993
Pittsburg, PA (Acquired 7/1/92)
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)
Colorado Parts Company December 1, 1994
(4 stores) Ft. Collins, Loveland,
Longmont, CO
Serene Plaza Auto Parts December 1, 1994
Seattle, WA
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, NB
Auto Parts Companies of Topeka July 1, 1996
Kansas City, KS
Auto Parts of Bonner Springs, Inc. July 1, 1996
Bonner Springs, KS
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Auto Parts of Holton, Inc. July 1, 1996
Holton, KS
Auto Parts of Junction City, Inc. July 1, 1996
Junction City, KS
Auto Parts of Leavenworth, Inc. July 1, 1996
Leavenworth, KS
Auto Parts of Salina, Inc. July 1, 1996
Salina, KS
Auto Parts of Sedalia, Inc. July 1, 1996
Sedalia, KS
Auto Parts West, Inc. July 1, 1996
Topeka, KS
Auto Supply North, Inc. July 1, 1996
Topeka, KS
Auto Parts of Eastboro, Inc. July 1, 1996
Topeka, KS
Auto Partsmith, Inc. July 1, 1996
Topeka, KS
Auto Parts of Wichita #1, Inc. July 1, 1996
Wichita, KS
Auto Parts of Wichita #2, Inc. July 1, 1996
Wichita, KS
Auto Parts of Wichita #3, Inc. July 1, 1996
Wichita, KS
Auto Parts of St. Joe, Inc. July 1, 1996
St. Joseph, MO
Friend's Motor Supply, Inc. June 30, 1997
Hastings, NE
Standard Parts, Inc. June 5, 1997
Monroe, LA
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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
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
FURTHER RESOLVED, that the amount of "$3,500" set forth in Section 6.04
(Small Payments) shall be changed to read "$5,000."
This amendment shall be effective January 1, 1998. 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
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 COMMITTEE TO THE
GENUINE PARTS COMPANY
PENSION PLAN
By: /s/ George W. Kalafut
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Date: August 19, 1998
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By: /s/ Edward J. Van Stedum
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Date: August 19, 1998
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By: /s/ Jerry Nix
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Date: August 19, 1998
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By: /s/ Frank M. Howard
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Date: August 19, 1998
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