X0203 3 2010-02-15 0 0000040987 GENUINE PARTS CO GPC 0001309371 Clayton Robert Bruce 2999 CIRCLE 75 PKWY ATLANTA GA 30339 0 1 0 0 Sr Vice Pres Human Resources Common Stock 8516 D Stock Options (Right to Buy) 32.04 2003-08-19 2012-08-19 Common Stock 14470 D Stock Appreciation Right 36.58 2005-04-19 2014-04-19 Common Stock 9000 D Employee Stock Option (Right to Buy) 36.58 2005-04-19 2014-04-19 Common Stock 9000 D Stock Appreciation Right 43.93 2006-03-14 2015-03-14 Common Stock 9000 D Employee Stock Option (Right to Buy) 43.93 2006-03-14 2015-03-14 Common Stock 9000 D Stock Appreciation Right 44.20 2007-03-27 2016-03-27 Common Stock 9000 D Employee Stock Option (Right to Buy) 44.20 2007-03-27 2016-03-27 Common Stock 9000 D Stock Appreciation Right 49.16 2008-03-27 2017-03-27 Common Stock 9000 D Employee Stock Option (Right to Buy) 49.16 2008-03-27 2017-03-27 Common Stock 9000 D Stock Appreciation Right 41.66 2009-04-01 2018-04-01 Common Stock 10350 D Employee Stock Option (Right to Buy) 41.66 2009-04-01 2018-04-01 Common Stock 10350 D Restricted Stock Units Common Stock 1400 D Restricted Stock Units Common Stock 1131 D Includes 981 shares acquired through Genuine Partnership Plan (401-K) The stock appreciation right and the employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The stock appreciation rights vest 1/3 per year beginning on the first anniversary of the grant date provided the reporting person is still employed on those dates, subject to earlier vesting in certain events. The restricted stock units will vest and convert to shares of common stock on December 31, 2010 provided the reporting person is still employed on that date, subject to earlier vesting in certain events. Each restricted stock unit represents a contingent right to receive one share of GPC common stock at a future date. The restricted stock units will vest and convert to shares of common stock on December 31, 2011 provided the reporting person is still employed on that date, subject to earlier vesting in certain events. Robert Clayton 2010-02-25