Group Insurance Plan For Employees January 1, 2000

GROUP INSURANCE PLAN FOR EMPLOYEES OF
GENUINE PARTS COMPANY


PLAN DOCUMENT


AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000


TABLE OF CONTENTS


ARTICLE I -- ADOPTION AND PURPOSE OF PLAN............................................................1


1.01 Adoption and Purpose of Plan.......................................................1
1.02 Cafeteria Plan Status..............................................................1


ARTICLE II -- DEFINITIONS............................................................................1


2.01 Affiliate..........................................................................1
2.02 After-Tax Benefits.................................................................2
2.03 Before-Tax Benefits................................................................2
2.04 Benefits...........................................................................2
2.05 Code...............................................................................2
2.06 Committee..........................................................................2
2.07 Compensation.......................................................................2
2.08 COBRA Continuation Coverage or Continuation Coverage...............................2
2.09 Company-Paid Benefits..............................................................2
2.10 Dependent..........................................................................2
2.11 Disablee...........................................................................3
2.12 Effective Date.....................................................................3
2.13 Eligible Employee..................................................................3
2.14 Employee...........................................................................3
2.15 Employer...........................................................................3
2.16 Employer Company...................................................................3
2.17 Enrolled Dependent.................................................................3
2.18 Enrolled Person(s).................................................................3
2.19 Enrollment Period..................................................................4
2.20 ERISA..............................................................................4
2.21 Leave of Absence...................................................................4
2.22 Non-125 Benefits...................................................................4
2.23 Participant........................................................................4
2.24 Payroll Adjustment Agreement.......................................................4
2.25 Plan Year..........................................................................5
2.26 Retiree............................................................................5
2.27 Survivor...........................................................................5
2.28 USERRA.............................................................................5


ARTICLE III -- ELIGIBILITY AND PARTICIPATION.........................................................5


3.01 Commencement of Participation......................................................5
3.02 Enrolled Dependent's Commencement of Participation.................................5
3.03 Reinstatement of Former Participant................................................5
3.04 Cessation of Participation.........................................................6


ARTICLE IV -- ELECTION PROCEDURES.....................................................................6


4.01 Election Procedures.................................................................6
4.02 Payroll Deductions..................................................................7
4.03 Revocation and Modification of Elections............................................7
4.04 Insignificant Change in Cost of Coverage............................................9
4.05 No Compensation Deferral and No Carryover of Unused
Pre-Tax Benefits....................................................................9
4.06 Nondiscrimination Requirements......................................................9


ARTICLE V -- BENEFITS AND CLAIMS.....................................................................10


5.01 Benefits Available.................................................................10
5.02 Provision of Benefits..............................................................10
5.03 Insurance Contracts................................................................10
5.04 Benefit Costs......................................................................10
5.05 Cancellation of Benefits for Failure to Pay Required
Contributions......................................................................10
5.06 Claims.............................................................................11
5.07 Claims Procedure and Appeal of Benefit Denials.....................................11
5.08 Coordination of Benefits with Other Plans..........................................11
5.09 Reimbursement Agreement, Subrogation...............................................11


ARTICLE VI -- COBRA CONTINUATION COVERAGE............................................................12


6.01 Continuation Coverage..............................................................12
6.02 Premium Requirements...............................................................13
6.03 Notice Requirements................................................................13
6.04 Election...........................................................................13


ARTICLE VII -- AMENDMENT AND TERMINATION OF PLAN.....................................................13


7.01 Amendment of Plan..................................................................13
7.02 Termination of Plan................................................................13
7.03 Inclusion of Additional Affiliates.................................................13


ARTICLE VIII -- ADMINISTRATIVE COMMITTEE.............................................................14


8.01 Administrative Committee...........................................................14
8.02 Authority to Appoint Advisors and Agents...........................................14
8.03 Compensation and Expenses of Committee.............................................14
8.04 Records............................................................................15
8.05 Indemnification of Committee.......................................................15
8.06 Fiduciary Responsibility Insurance, Bonding........................................15


ARTICLE IX -- MISCELLANEOUS PROVISIONS...............................................................15


9.01 Plan Is Not an Employment Contract.................................................15
9.02 Assignment.........................................................................15


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9.03 Fraud..............................................................................15
9.04 Funding Status of Plan.............................................................16
9.05 Construction.......................................................................16
9.06 Qualified Medical Child Support Orders.............................................16
9.07 Conclusiveness of Records..........................................................16
9.08 Right to Require Information and Reliance Thereon..................................16
9.09 Income and Employment Taxes........................................................17
9.10 Disaggregation for Certain Discrimination Testing..................................17


APPENDIX A - SUMMARY PLAN DESCRIPTION................................................................19


APPENDIX B - INDEX OF BENEFIT PLANS AND POLICIES.....................................................20


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ARTICLE I
ADOPTION AND PURPOSE OF PLAN


1.01 Adoption and Purpose of Plan. Prior to January 1, 2000, Genuine Parts Company (the "Employer") maintained the Group Insurance Plan for Employees of Genuine Parts Company and a separate plan providing long term disability benefits (the Genuine Parts Company Long-Term Disability Plan). Effective January 1, 2000, the Employer hereby amends and restates the Group Insurance Plan for Employees of Genuine Parts Company (the "Plan") as set forth herein to reflect benefit changes and merger of the Genuine Parts Company Long-Term Disability Plan. The purpose of the Plan is to provide certain Employees, Retirees, and Disablees of Employer Companies welfare benefits described in the Summary Plan Description (as amended, renamed, and/or replaced, also identified as Genuine Parts Company's The Book of Benefits), and any summaries of material modification ("SMMs") issued with respect thereto (collectively, the SPD and any subsequent SMMs shall be referred to herein as the "SPD").


The SPD is attached hereto as Appendix A and is hereby incorporated by reference with those portions describing Employee welfare benefits constituting a part of this Plan, except as set forth in a separate written plan document. The employee welfare benefits that are part of this Plan are identified at Appendix B of this Plan. Different versions of the SPD may apply to different classifications of Employees. In such case, the version(s) of the SPD applicable to such classification(s) of Eligible Employees shall control.


1.02 Cafeteria Plan Status. The Employer intends for the Plan to qualify as a "cafeteria plan" for Employee Participants under Code Section 125 and is to be interpreted in a manner consistent with the requirements of Code Section 125 and the regulations promulgated thereunder. Certain component Benefits, although they may be offered hereunder, are not part of the Code Section 125 cafeteria plan. Retirees, Disablees, and Survivors shall not be able to make pre-tax contributions hereunder, and therefore shall not participate in the Code Section 125 aspects of the Plan.


ARTICLE II
DEFINITIONS


Many Plan terms are defined in the SPD, and as such, are incorporated herein. Except as otherwise provided in the SPD, the following terms shall have the following meanings:


2.01 "Affiliate" means (1) Employer; and (2) any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes Employer; any trade or business which is under common control (as defined in Code Section 414(c)) with Employer; and any organization which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes Employer.


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2.02 "After-Tax Benefits" means the benefits listed as such in the SPD, as amended from time to time, which are by this reference made a part hereof, as may be provided and/or made available for purchase by Employees on an after-tax basis under this Plan.


2.03 "Before-Tax Benefits" means the benefits listed as such in the SPD, as amended from time to time, which are by this reference made a part hereof, as may be provided and/or made available for purchase by Employees on a before-tax basis under this Plan.


2.04 "Benefits" means the various welfare Benefits (as defined in ERISA) made available to Employees hereunder. Such Benefits may include After-Tax Benefits and/or Before-Tax Benefits. The component Benefits are described in more detail in the SPD, as amended from time to time, which are by this reference made a part hereof. The manner by which such Benefits are provided, e.g., insured, self-funded, etc., and the entity(ies) responsible for Benefit administration are set forth in the SPD. In the event of any conflict between the terms of this Plan document and the SPD, the SPD shall control.


2.05 "Code" means the Internal Revenue Code of 1986, as amended from time to time.


2.06 "Committee" means the Employer or the committee as may be appointed from time to time by the Employer to supervise the administration of the Plan, as more fully described in Article IX of the Plan. The terms "Plan Administrator" or "Administrator" are used interchangeably with Committee herein.


2.07 "Compensation" means the remuneration or wages paid to an Employee for the Plan Year, or portion thereof as the context requires, by reason of his or her employment by an Employer Company, including overtime pay, bonuses, commissions, and other earnings which would, but for the Participant's execution or deemed execution of a Payroll Adjustment Agreement, be reportable as taxable income on Form W-2 for the Plan Year.


2.08 "COBRA Continuation Coverage" or "Continuation Coverage" means the elective continuation of coverage pursuant to the provisions of Section 601 et seq. of ERISA, as amended, Section 4980B of the Code, and Article VII of this Plan.


2.09 "Company-Paid Benefits" means the Benefits (if any) listed in the SPD, as amended from time to time, attached hereto and by this reference made a part hereof as the Employer Company may provide to an Eligible Employee without regard to whether the Eligible Employee does or does not enroll in the Plan.


2.10 "Dependent" shall mean those eligible Dependents described in the SPD. The definition of eligible Dependent may vary for purposes of the component Benefits, and the definition contained in each Benefit description shall control with regard to such Benefit.


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2.11 "Disablee" means a current or former Employee who has terminated employment with an Employer Company on account of disability and who is receiving benefits under an Employer Company sponsored long term disability plan. Benefit eligibility (if any) for Disablees shall be as set forth in the applicable provisions of the SPD.


2.12 "Effective Date" of this amended and restated Plan means January 1, 2000.


2.13 "Eligible Employee" except as otherwise described in the SPD, Eligible Employee means an Employee who is a full time employee or a part-time employee regularly scheduled to work at least 24 or more hours each week of the Employer or an Employer Company and who has met the eligibility requirements to participate in one or more of the Benefits, as described in the SPD. Eligible Employees shall not include individuals whose terms and conditions of employment are subject to collective bargaining unless the collective bargaining agreement specifically refers to coverage hereunder. The definition of Eligible Employee may vary under each Benefit, and the definition contained in the SPD providing for any component Benefit shall control for that Benefit. However, except as expressly provided in the SPD, the following Employees shall not be Eligible Employees: i) leased employees, as defined in Section 414(n) of the Code, ii) temporary employees, iii) individuals whose terms and conditions of employment are governed by a collective bargaining agreement, unless such collective bargaining agreement shall provide for participation in the Plan by employees in the bargaining unit, iv) individuals classified by an Employer Company as independent contractors or leased employees (including those who are at any time reclassified as employees by the Internal Revenue Service or a court of competent jurisdiction), v) individuals who have waived participation in the Plan through any means including individuals whose employment is governed by a written agreement with an Employer Company (including an offer letter setting forth the terms and conditions of employment) that provides that the individual is not eligible to participate in the Plan.


2.14 "Employee" means an individual who is considered an employee of the Employer or an Employer Company for the purposes of federal income tax withholding.


2.15 "Employer" means Genuine Parts Company ("GPC").


2.16 "Employer Company" means the Employer and any Affiliate that has adopted this Plan as indicated in the SPD. As indicated in the SPD, an Affiliate may be an Employer Company with regard to certain Benefits, but not others, and different Employees may be eligible for different Benefit options.


2.17 "Enrolled Dependent" means each of the Dependents whom a Participant has elected to cover under the Plan as his or her Dependent.


2.18 "Enrolled Person(s)" means a Participant and/or his Enrolled Dependents, whichever is applicable.


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2.19 "Enrollment Period" means the initial enrollment period and the enrollment period designated by the Administrator each Plan Year (as set forth in the annual enrollment materials) during which Employees make their Benefit elections for the succeeding Plan Year.


2.20 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.


2.21 "Leave of Absence" means one of the following:


(a) Workers' Compensation Leave of Absence - a leave of
absence for medical reasons arising from the Employee's on-the-job
accident, injury or illness.


(b) Medical Leave of Absence - a leave of absence,
approved by the Employer Company, for medical reasons arising from the
Employee's accident, illness or injury, other than a Workers'
Compensation Leave of Absence.


(c) Family Leave of Absence - a leave of absence in
accordance with the provisions of The Family and Medical Leave Act of
1993 ("FMLA"), or similar state law which is not preempted by FMLA and
requires the extension of a leave of absence.


(d) Military Leave of Absence - An Employee's cessation
of employment due to his or her service with the armed forces of the
United States, which service gives rise to reemployment rights under
USERRA or other applicable law.


(e) Personal Leave of Absence - a leave of absence,
approved by the Employer Company, for nonmedical or personal reasons,
other than the types of absences described in subsections (a) - (d)
above.


2.22 "Non-125 Benefits" means those component Benefits (such as long term care and universal life coverage) which, although described herein, are not made available under the Code Section 125 Cafeteria Plan feature of this Plan. Such Non-125 Benefits are funded exclusively by Employee after-tax payroll deduction.


2.23 "Participant" means an Eligible Employee, Retiree, Disablee, or Survivor who has completed (or is deemed to have completed) the election procedures set forth in the SPD. Benefit eligibility (if any) for Retirees, Disablees, and Survivors shall be as set forth in the applicable provisions of the SPD.


2.24 "Payroll Adjustment Agreement" means a voluntary agreement whereby an Employee agrees that the amount of his or her cash Compensation for the forthcoming Plan Year (or applicable portion thereof) shall be adjusted for the ...