X0306 4 2013-04-01 0 0000040987 GENUINE PARTS CO GPC 0001409902 Donahue Paul D 2999 CIRCLE 75 PKWY ATLANTA GA 30339 0 1 0 0 President Stock Appreciation Right 77.12 2013-04-01 4 A 0 19000 77.12 A 2014-04-01 2023-04-01 Common Stock 19000 19000 D Employee Stock Option (Right to Buy) 77.12 2013-04-01 4 A 0 19000 77.12 A 2014-04-01 2023-04-01 Common Stock 19000 19000 D Restricted Stock Units 0.00 2013-04-01 4 A 0 6500 0.00 A Common Stock 6500 6500 D 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. 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 be earned on December 31, 2013 provided certain pre-tax profit targets are achieved by GPC for fiscal year 2013. If earned, the units will vest and convert to shares of common stock on December 1, 2017 provided the reporting person is still employed on that date, subject to earlier vesting in certain events. Carol B. Yancey Attorney in Fact 2013-04-02