Napa Auto Parts 2012 Annual Report Download - page 72

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




This Amendment to the Genuine Parts Company Supplemental Retirement Plan is adopted by Genuine Parts Company (the “Company”), effective as of
the date set forth herein.

WHEREAS, the Company maintains The Genuine Parts Company Supplemental Retirement Plan (the “Plan”), and such Plan is currently in effect;
WHEREAS, the Company desires to amend the Plan; and
WHEREAS, pursuant to Section 12.08 of the Plan, the Company has reserved the right to amend the Plan through action of the Pension and Benefits
Committee;
NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended as follows effective at midnight on December 31, 2013 (i.e., immediately
prior to January 1, 2014):
1.
The following new paragraphs are added to the end of Section 1.01 as follows:
“Effective at midnight on December 31, 2013 (i.e., immediately prior to January 1, 2014), benefit accruals in the Pension Plan (as defined in
Section 1.02) are frozen for all participants and no additional Credited Service will be earned under the Pension Plan after December 31, 2013 (if not
frozen at an earlier date for certain Key Employees and Key Participants pursuant to the terms of the Pension Plan). Accordingly, the Accrued Benefits
of all Key Employees and Key Participants under the Pension Plan will be frozen as of midnight on December 31, 2013. The foregoing is referred to in
this Plan as the “Pension Plan Freeze.”
As a result of the Pension Plan Freeze, the benefit formula in this Plan is changing effective January 1, 2014 for some Key Employees. The benefit
formula for Key Participants is not changing and will remain the same following the Pension Plan Freeze (assuming the Plan is not subsequently
amended), with the frozen Accrued Benefit under the Pension Plan reflected as an offset in the benefit formula.
In this Plan, new provisions resulting from the Pension Plan Freeze are identified. These new provisions supersede other conflicting terms in the Plan.”