Document ymMnb69106dRpKpm6ZOwgX6pD

National Automotive Parts Association 2999 Circle 75 Parkway Atlanta, Georgia 30339 (404) 956-2200 April 30, 1986 Mr. Larry Prince Genuine Parts Company 2999 Circle 75 Parkway Atlanta, GA 30339 Dear Larry: This letter will set forth our agreement as to the areas of service provided to you as a member of the National Automotive Parts Association (NAPA). With the approval and direction of the NAPA Board of Directors, NAPA provides the following services either directly or through arrangements with independent contractors selected by NAPA or with suppliers of products distributed by you and the other members of the association. ' 1. National Advertising Programs NAPA will: (a) Manage all financial aspects of the NAPA National Advertising Program within established budgets, including: (i) Contracting with the various agencies to do this. (ii) Billing and collecting contributions to support the programs from participants. (iii) Disbursement of funds for the costs of-the programs. (b) With respect to such, programs, NAPA will maintain bank accounts separate from its general funds (including escrow accounts where appropriate) maintain books and records which will be available -- to you for review during business hours, and provide you with annual financial statements of the escrow account audited by independent certified public accountants. (c) For its services, NAPA will receive a commission equal to the yield on advertising funds invested in short term obligations prior to the necessary use of such funds, but in no case shall such commission be less than, one per cent (1%) or more than two and one-half per cent (2|%) of all NAPA National Advertising billings charged to the program monthly. SCF-NAPA-2275 Page Two 2. NAPANET NAPA will: (a) Administer and maintain this computerized order processing system between your distribution centers and suppliers, including monitoring the system and reporting on and billing for its usage. (b) Update programs as necessary and develop new functions and capabilities in conjunction with the NAPA Data Processing Committee. , (c) Allocate the costs for order entry among suppliers by monthly billings based: on each supplier's use of time, storage and resources of the system; allocate the costs to distribution centers for order shipping and billing information by monthly billings in proportion to each distribution center's use of time, storage and resources of the system. 3. Classification Materials NAPA will: (a) Classify all designated product Tines according to established standards for use by your distribution centers in determining suggested inventory stocking levels in the distribution centers and jobber stores. (b) Produce and distributee Classification Book with supplements setting forth the classifications generated. (c) Allocate and bill to participating suppliers for the salaries, direct operating expenses and Classification Book production costs, such charges to each supplier to be proportionate to the number of pages such supplier's line(s) occupy in the Classification Book. 4. Computer Cataloging NAPA will: (a) Develop a computerized cataloging system for use by your jobbers which will assist in identification and billing of parts inventory. Page Four As indicated above, certain of the services provided to you will be paid for in whole or in part by suppliers of products to your distribution centers and NAPA may receive certain other income. NAPA's receipts from suppliers and other income are in your behalf and in behalf of all other members of NAPA. If the foregoing arrangements are satisfactory to you, please sign at the place indicated below and return one signed copy to NAPA, whereupon this agreement shall come into force and continue from year to year, unless modified in writing or terminated by ninety (90) days prior written . notice given by either party. Very truly yours, NATIONAL AUTOMOTIVE PARTS ASSOCIATION By: Robert E. McKenna President The foregoing is agreed to as of the first day of January, 1986.