EXHIBIT 10.2

THE COCA-COLA COMPANY
SUPPLEMENTAL DISABILITY PLAN

AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2003

THE COCA-COLA COMPANY
SUPPLEMENTAL DISABILITY PLAN

As Amended and Restated Effective January 1, 2003

PREFACE

The Coca-Cola Company established The Coca-Cola Company Supplemental Disability Plan (the "Plan") effective January 1, 1984. The Plan is an unfunded supplemental disability plan for eligible employees. The Plan is designed to provide certain disability benefits primarily for a select group of executives or highly compensated employees which are not otherwise payable or cannot otherwise be provided under the terms of The Coca-Cola Company Health and Welfare Benefits Plan.

This Plan is amended and restated effective January 1, 2003, incorporating any amendments effective as of that date. The benefit of any employee who becomes disabled on or after January 1, 2003 shall be determined under the terms of this amended and restated Plan. The benefit of any employee who becomes disabled prior to January 1, 2003 shall be governed by the terms of the Plan, if any, in effect at the time of the disability.

ARTICLE I
DEFINITIONS

The following definitions apply to the terms of this Plan.

"Committee" shall mean the Benefits Committee appointed by the Senior Vice President, Human Resources, which shall act on behalf of the Company to administer the Plan as provided in Article IV.

"Company" shall mean The Coca-Cola Company.

"Employee" shall mean any person who is currently employed by an Employer. An individual shall be treated as employed by an Employer under this Plan for any period only if (i) he or she is actually classified during such period by the Employer on its payroll, personnel and benefits system as an employee, and
(ii) he or she is paid for services rendered during such period through the payroll system, as distinguished from the accounts payable department of the Employer. No other individual shall be treated as employed by an Employer under this Plan for any period, regardless of his or her status during such period as an employee under common law or under any statute.

"Employer" shall mean the Company and any Participating Subsidiary of the Company.

"Insurer" shall mean the insurance company that issued the LTD Policy and serves as the claims fiduciary for claims for benefits under the LTD Policy.

"LTD Policy" shall mean the Long Term Disability Insurance Policy issued to the Company providing Basic Long Term Disability Insurance benefits under The Coca-Cola Company Health and Welfare Benefits Plan.

"Monthly Benefit" shall mean the gross monthly amount payable under the LTD Policy by the Insurer to the Participant (i.e., the amount payable before any reduction for other income benefits or other income earnings or for tax withholdings), which is calculated at 60% of the Participant's "Basic Monthly Earnings" (as that term is defined and determined under the LTD Policy), and which is subject to any applicable maximum limits described in the LTD Policy.

"Participant" shall mean an Employee or former Employee of an Employer who is eligible to receive benefits provided by the Plan.

"Participating Subsidiary" shall mean a subsidiary of the Company which the Committee has designated as such and whose Employees are covered under the LTD Policy.

"Plan" shall mean The Coca-Cola Company Supplemental Disability Plan, as amended from time to time.

ARTICLE II
ELIGIBIILTY

2.1 Eligibility for Participation. Each Employee of the Employer who is eligible for benefits under the LTD Policy is eligible to participate in the Plan. Upon becoming a Participant, an Employee is deemed to have assented to the Plan and to any amendments adopted hereafter.

2.2 Date of Participation. Each Employee who is eligible to become a Participant under Section 2.1 shall become a Participant on the later of i) January 1, 2003 or ii) the date he meets the eligibility requirements.

2.3 Duration of Participation. An Employee who becomes a Participant shall continue to be a Participant until the earlier of i) his termination of active employment with the Employer ii) the date he is no longer covered under the LTD Policy, or iii) the date he is no longer entitled to benefits under the LTD Policy or this Plan.

ARTICLE III
BENEFITS

3.1 Disability Benefit. A Participant who becomes eligible for and receives a disability benefit under the LTD Policy shall be eligible for a supplemental disability benefit under this Plan. No benefit is payable under this Plan until and unless the Insurer determines that a benefit is payable under the LTD Policy.

3.2 Amount of Benefit. A Participant who is eligible for a disability benefit pursuant to Section 3.1 shall be entitled to a monthly supplemental disability benefit under this Plan in an amount equal to the excess, if any, of (1) over
(2), where

(1) equals the Monthly Benefit payable under the LTD Policy, notwithstanding any applicable maximum limits to the Monthly Benefit described in the LTD Policy, and

(2) equals the Monthly Benefit payable under the LTD Policy.

Notwithstanding any other provision herein, in no event shall the monthly supplemental benefit paid under this Plan plus the Monthly Benefit payable under the LTD Policy exceed $25,000, and any supplemental benefit paid under this Plan will be reduced accordingly.

3.3 Commencement and Duration. Monthly supplemental disability benefit payments shall commence at the same time and be payable monthly thereafter for the same period of time as the Monthly Benefits are paid under the LTD Policy.

ARTICLE IV
ADMINISTRATION

4.1 Committee.

(a) The Committee shall be responsible for the general administration of the Plan. In the absence of the appointment of a Committee, the functions and powers of the Committee shall reside with the Company.

(b) The Committee shall establish regulations for the day to day administration of the Plan. The Committee and its designated agents shall have the exclusive right and discretion to interpret the terms and conditions of the Plan and to decide all matters arising with respect to the Plan's administration and operation (including factual issues). Any interpretations or decisions so made shall be conclusive and binding on all persons. The Committee or its designee may pay the expenses of administering the Plan or may reimburse the Company or other person performing administrative services with respect to the Plan if the Company or such other person directly pays such expenses at the request of the Committee.

4.2 Authority to Appoint Advisors and Agents. The Committee may appoint and employ such persons as it may require or deem advisable in carrying out the provisions of the Plan. To the extent permitted by law, the members of the Committee shall be fully protected by any action taken in reliance upon advice given by such persons and in reliance on tables, valuations, certificates, determinations, opinions and reports which are furnished by any accountant, counsel, claims administrator or other expert who is employed or engaged by the Committee.

4.3 Compensation and Expenses of Committee. The members of the Committee shall receive no compensation for its duties hereunder, but the Committee shall be reimbursed for all

reasonable and necessary expenses incurred in the performance of its duties, including counsel fees and expenses. Such expenses of the Committee, including the compensation of administrators, actuaries, counsel, agents or others that the Committee may employ, shall be paid out of the general assets of the Company.

4.4 Records. The Committee shall keep or cause to be kept books and records with respect to the operations and administration of this Plan.

4.5 Indemnification of Committee. The Company agrees to indemnify and to defend to the fullest extent permitted by law any employee serving as a member of the Committee or as its delegate against all liabilities, damages, costs and expenses, including attorneys' fees and amounts paid in settlement of any claims approved by the Company, occasioned by any act or failure to act in connection with the Plan, unless such act or omission arises out of such employee's gross negligence, willful neglect or willful misconduct.

4.6 Disputes.

(a) Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as "Claimant") must file a written request for such benefit with the Committee, setting forth his or her claim within 60 days of the date the benefit was denied. The request must be addressed to the Committee at the Company's principal place of business.

(b) Claim Decision. Upon receipt of a claim, the Committee (or its delegate, hereinafter collectively referred to as "Committee") shall deliver a reply within 90 days. The Committee may, however, extend the reply period for an additional 90 days for special circumstances. If the claim is denied, the Committee shall inform the Claimant in writing.

(c) Limitation of Actions. No suit for benefits may be brought until the Claimant has submitted and the Committee has made a final denial of the claim. Any suit for benefits must be brought within one year after the date the Committee has made a final denial of the claim. Notwithstanding any other provision herein, any suit for benefits must be brought within two years after the date the claim for benefits first arose.

ARTICLE V
MISCELLANEOUS

5.1 Unsecured General Creditor. Participants and their heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Employer. No assets of the Employer shall be held in any way as collateral security for the fulfilling of the obligations of the Employer under this Plan. Any and all of the Employer's assets shall be, and remain, the general unpledged, unrestricted assets of the Employer. The Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future, and the rights of the Participants shall be no greater

than those of unsecured general creditors. It is the intention of the Employer that this Plan be unfunded. Nothing contained in this Plan, and no actions taken pursuant to the provisions of this Plan shall create or be construed to create a trust or any kind of fiduciary relationship between the Employer and any Participant or any other person.

5.2 Restriction Against Assignment. The Employer shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant's benefit shall be liable for the debts, contracts, or engagements of any Participant or successors in interest, nor shall a Participant's benefit be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant or successor in interest in such manner as the Committee shall direct.

5.3 Tax Withholding. There shall be deducted from each payment made under the Plan or any other compensation payable to the Participant all taxes which are required to be withheld by the Employer in respect to any payment under this Plan. The Employer shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes.

5.4 Amendment, Modification, Suspension or Termination. The Committee may amend, modify, suspend or terminate the Plan in whole or in part, at any time, except that no amendment, modification, suspension or termination may retroactively adversely affect any Participant's right to a benefit which has vested under the Plan before such date.

5.5 Governing Law. This Plan shall be construed, governed and administered in accordance with the laws of the State of Georgia, to the extent not preempted by federal law, without regard to the conflicts of law principles thereof.

5.6 Receipt or Release. Any payment to a Participant in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Employer. The Committee may require such Participant, as a condition precedent to such payment, to execute a receipt and release to such effect.

5.7 Payments on Behalf of Persons Under Incapacity. In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Employer.

5.8 Limitation of Rights and Employment Relationship. Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund, nor the payment of any benefits shall be construed as giving to any Participant or other person any legal or equitable right against the Employer except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

5.9 Headings. Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

The Coca-Cola Company Supplemental Benefit Plan is hereby amended and restated, effective as of January 1, 2003.

By: /s/ Coretha M. Rushing
--------------------------------------
Senior Vice President, Human Resources

EXHIBIT 10.10

EXECUTIVE MEDICAL PLAN OF
THE COCA-COLA COMPANY
(PLAN NO. 549)

AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2001

The Coca-Cola Company (the "Plan Sponsor") adopted The Coca-Cola Company Supplemental Medical Expense Plan on May 4, 1982 (the "Plan"). On August 1, 1989, the Plan Sponsor executed a Plan Instrument effective July 1, 1982. The Plan was further amended effective January 1, 1989 by Amendment No. 1 dated August 1, 1989.

The Plan Sponsor does hereby amend and restate the Plan in its entirety, effective as of January 1, 2001. This amendment and restatement reflects the renaming of the Plan as the "Executive Medical Plan of The Coca-Cola Company" and the new Insurer for the Group Policy incorporated herein by reference.

1. Purpose

The purpose of the Plan is to provide eligible employees of the Plan Sponsor and its participating affiliates with additional financial security in the event of death or disability. An individual shall be treated as an employee under this Plan for any period only if (i) he or she is actually classified during such period by the Plan Sponsor or a participating affiliate on its payroll, personnel and benefits system as an employee, and (ii) he or she is paid for services rendered during such period through the payroll system as distinguished from the accounts payable department of the Plan Sponsor or any participating affiliate. No other individual shall be treated as an employee under this Plan for any period regardless of his or her status during such period as an employee under common law or under any statute.

The Plan Sponsor intends that the Plan constitute an "employee welfare benefit plan" under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and that the Plan be maintained in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended.

2. Eligibility Requirements and Benefit Coverages Provided

Benefits provided under the Plan shall be provided through the purchase and maintenance of one or more Group Insurance Policies (the "Group Policy") which the officers of the Plan Sponsor are authorized to enter into with one or more insurance companies (the "Insurer") with respect to the Plan. Plan requirements respecting eligibility for participation and benefits shall be the requirements as to employees to be insured as set forth in the Group Policy. The persons entitled to benefits under the Plan shall be the employees insured as set forth in the Group Policy and their beneficiaries designated in accordance with the terms, provisions and conditions of the Group Policy. The benefits under the Plan shall be provided by the Group Policy in accordance with the terms, provisions and conditions of the Group Policy. The affiliates of the Plan Sponsor whose employees may participate in the Plan shall be those affiliates specified in the Group Policy.

3. Plan Administrator

The Director of Employee Benefits of the Plan Sponsor shall be the Plan Administrator of the Plan. The Plan Administrator may authorize any other person to sign communications and to execute documents on his or her behalf and may delegate such of his or her duties and responsibilities under the Plan as the Plan Administrator considers to be in the best interest of the Plan. The Plan Administrator may employ one or more persons to render advice with respect to any of the Plan Administrator's responsibilities under the Plan.

4. Named Fiduciary and Administration of the Plan

(a) The Plan Administrator shall have the exclusive responsibility and complete discretionary authority to control the operation and management of the Plan, with all powers necessary to enable him or her to properly carry out such responsibility, including, but not limited to, the power to construe the terms of this Plan, to determine status, coverage and eligibility for benefits (except to the extent delegated to the Insurer under Section 4(b) of the Plan), and to resolve all interpretive, equitable and other questions that shall arise in the operation and administration of the Plan. All actions and determinations made by the Plan Administrator shall be final, conclusive and binding on all persons.

(b) Claims for benefits under the Plan are to be submitted to and payment of claims will be made by the Insurer as provided in the Group Policy. A claim which is denied by the Insurer shall be reviewed by the Insurer in accordance with the procedure as provided in the Group Policy, and the decision of the Insurer on any claim shall be final. The Insurer shall be the "named fiduciary" under the Plan for the purpose of such review and all decisions thereon. The Insurer's decision on any claim shall be final, conclusive and binding on all persons. Except as provided in Section 4(c) of the Plan, the Insurer shall have the exclusive responsibility and complete discretionary authority to make all decisions with respect to claims, with all powers necessary to enable it to properly carry out such responsibility, including, but not limited to, the power to construe the terms of the Group Policy, to determine status, coverage and eligibility of claims, and to resolve all interpretive and other questions that shall arise while doing so. All such actions or determinations of the Insurer shall be final, conclusive and binding on all persons.

(c) Notwithstanding Section 4(b), the Plan Administrator, and not the Insurer, shall have the exclusive responsibility and complete discretionary authority to determine whether an individual has been classified on the Plan Sponsor's or a participating affiliate's payroll, personnel and benefits system for any period as its employee for purposes of this Plan and shall be the "named fiduciary" under the Plan for such purpose. All actions and determinations made by the Plan Administrator in the scope of his or her authority under the Plan shall be final, conclusive and binding on all persons.

5. Plan Year

The plan year for the Plan shall coincide with the policy year of the Group Policy.

6. Financing the Plan

All Plan benefits shall be funded through the purchase of the Group Policy; provided, however, that any payments made to or credits to the Plan Sponsor in accordance with the experience rating provisions, if any, of the Group Policy shall be the separate property of the Plan Sponsor. Eligible employees covered under the Plan shall make such contributions to the cost of the Group Policy as the Plan Administrator may require from time to time.

7. Plan Expenses

All reasonable and proper expenses incurred in administering the Plan shall be paid by the Plan unless the Plan Sponsor, in its absolute discretion, elects to pay any or all of such expenses.

8. Limitation of Rights

The Plan shall not give any employee, former employee or dependent any right or claim except to the extent that such right is specifically fixed under the terms of the Plan. Neither the establishment nor the continuance of the Plan shall be construed as giving any employee a right to be continued in the employ of the Plan Sponsor or any affiliate or as interfering with the right of the Plan Sponsor or any affiliate to terminate the employment of any employee at any time.

9. Failure of Enforcement as Waiver

The failure of the Plan Sponsor, the Plan Administrator, or the Insurer to enforce at any time any of the provisions of the Plan, or to require at any time performance of any of the provisions of the Plan, shall in no way be construed to be a waiver of such provisions, nor in any way to effect the validity of the Plan or any part thereof or the right of the Plan Sponsor, Plan Administrator, or Insurer to thereafter enforce each and every such provision.

10. Amendment and Termination of the Plan

The Plan Administrator may terminate, suspend, amend or modify the Plan in whole or part at any time for any reason (including, without limitation, to reduce or eliminate coverage for one or more groups of individuals and to change or increase at any time the amounts payable by covered persons under the Plan including, without limitation, the amounts of contributions required for Plan coverage), by written action, and any such termination, suspension, amendment or modification may be made retroactively and, further, may be made without advance notice to any person; provided, however, that no amendment to the benefit or other provisions of the Group Policy may be made without the approval of the Insurer.

11. Applicable Law

The Plan shall be construed, administered and governed in all respects under and by the laws of the State of Georgia, except to the extent that Federal law is controlling.

IN WITNESS WHEREOF, the undersigned duly authorized Plan Administrator has executed this amended and restated Plan on the 25 day of June, 2001.

THE COCA-COLA COMPANY

By: /s/ Barbara S. Gilbreath
    ----------------------------
    Director of Employee Benefits

[2001_Restated_Exec_Med_Plan.doc]

APPLICATION FOR GROUP INSURANCE

TO

UNITED HEALTHCARE INSURANCE COMPANY
Hartford, Connecticut

Employer - The Coca-Cola Company

Address - One Coca-Cola Plaza, Atlanta, Georgia 30313

The Employer applies for a Group Policy to cover its eligible Employees.

Employees of affiliated organizations under common control of the Employer may be covered. The Employer will have to request in writing that they be covered.

The Employees of other affiliated organizations will have coverage started or stopped when the Employer requests the Company in writing to do so. Coverage will start or stop according to the rules of the policy.

The term "Employer" will mean the Employer named above. It will also mean any affiliated organization the Employer has included under the policy.

The Employer will represent any affiliated organizations included under the policy. The Employer will take any required actions for them.

The company identifies the policy as Policy Number GA-195732. The policy includes any and all riders attached to it. The Employer has approved it and accepts its terms.

The policy will take effect on January 1, 2001. Premium payments are required each month.

Any earlier application for the policy is replaced by this application.

Dated at:  Atlanta, Georgia             THE COCA-COLA COMPANY

May 31, 2001
-------------------                     By: /s/ Coretha M. Rushing
                                           --------------------------------
                           Official Title:  Coretha Rushing
                                            Senior Vice President,
                                            Human Resources

Witness: /s/ Sharon Ray
         --------------------

United HealthCare Insurance Company

450 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT
A STOCK COMPANY
(Hereinafter called the Company)

Employer - The Coca-Cola Company

and any affiliated organizations included under this policy.

Policy Number - GA-195732

Effective Date - January 1, 2001

First Policy Anniversary - January 1, 2002

Subsequent Policy Anniversaries - each January 1

State or other Jurisdiction of Issue - Georgia

The Company agrees to insure the Employer's eligible Employees and their eligible Dependents. The Company will do this while this policy stays in force. The Company agrees to pay the benefits of this policy to the Employee. The details of the benefits are shown in the Certificate(s) of Insurance and Notice(s) of Amendment which form a part of the policy.

Premiums

The Employer has applied for this policy and understands that it must pay the required premium to the Company to get the insurance and to keep it in force. The Premium Due Date is the first day of each calendar month.

When This Policy Will Take Effect

This policy will take effect at the Employer's address on the Effective Date above, its date of issue. All periods of time that apply to this policy are deemed to begin and end at 12:01 A.M. at the Employer's address.

United HealthCare Insurance Company witnesses that this policy is executed on its date of issue at Hartford, Connecticut.

/s/ P. A. Michaud
---------------------------------
       Policy Registrar

Group Health Insurance: Non-Participating Term Insurance Which can be Discontinued by the Company as Described in the Policy

P-CV1, P-Pl1, P-PP2, P-DP1.

PLAN OF INSURANCE COVERAGE

1. All of the benefits and provisions in the Certificate(s) of Insurance and Notice(s) of Amendment issued for the Employees shown in Paragraph 3 are included in and made a part of this policy.

2. When a reference to "you" or "your" is made in any Certificate of Insurance or Notice of Amendment, it will be a reference to an insured Employee.

3. The Certificate(s) of Insurance and Notice(s) of Amendment, each identified by a Document Number, the description of the Employees, and the Effective Date(s) of the Certificate(s) of Insurance and Notice(s) of Amendment are shown below. The Effective Date is the date that the benefits and provisions of the Certificate of Insurance or Notice of Amendment are to be included in the policy.

Employees Document Number Effective Date

All Eligible Employees 03682423 January 1, 2001

POLICY PROVISIONS

Premium Rates

The monthly premium for each insured Employee is as follows:

* $253.52 for Employee only coverage.

* $519.19 for Employee plus Spouse coverage.

* $732.15 for Employee plus Family coverage.

The Company's Right to Change the Rates

The Company can change the premium rates on:

* A Premium Due Date.

* The date of a change in Plan benefits or provisions.

* The effective date of any change in federal laws or state regulations which affect the Company's obligations under this policy.

The Company also has the right to change the rates retroactive to the Effective Date if an Employee makes a material misrepresentation that affects the conditions under which the policy was issued.

However, the Company may not increase the rates before either of the following times, except for an increase due to a change in the number of Employees, a change in Plan, a change in federal laws or state regulations or Employee misrepresentation:

The first Policy Anniversary.

12 months after a previous increase in premium rates.

The Employer will be notified at least 60 days in advance of any increase in premium rates.

Premiums: Where and How Payable

Premium is the money paid by the Employer to the Company for insurance coverage. Premiums are paid at the Home Office or to an authorized agent of the Company. Premiums are paid in advance each month on or before the Premium Due Date except that premiums for each conversion policy or certificate issued during a calendar quarter are paid to the Company quarterly in arrears.

The first premium is due on and must be paid by the Effective Date of the policy.

Premium Computation and Adjustment

Premium Computation

Each monthly premium is calculated based on the number of enrollees, each enrollee's coverage classification the Company shows in its records at the time of the calculation and the premium rates then in effect.

The Employer shall notify the Company in writing within 30 days of the effective date of additions, terminations or other changes. The Employer shall notify the Company in writing each month of any changes in the coverage classification of any enrollee.

Premium Adjustment

The Company will make a retroactive adjustment of the premium for any additions, terminations or changes in coverage classification not shown in the Company's records at the time premium is calculated.

No retroactive credit will be made for:

* any change which occurs more than 60 days prior to the date the Employer notifies the Company of the change

* any month in which an individual has received services or supplies under the terms of the policy.

The Employer may notify the Company in writing to end the policy during a time for which premium has been paid. The Company will make an adjustment of the premium to the Employer for the time between the date the policy ends and the end of the period for which premium has been paid.

Retrospective Rating

Insurance under this policy is subject to retrospective experience rating. This means that the Company may at the end of any policy year retrospectively reduce, but not increase, the premium for such policy year due to claims experience. The claims experience of the class of business as a whole, of which the Employer is a part, and to the extent allowed by law, the claims experience of each Employer under this policy will be used to determine the premium rates. To the extent allowed by law, the rates may also be based on some or all of the following characteristics of the Employer: age, sex, family status, industry or occupation, size of the Employer, location of the Employer, underwriting classification, duration of coverage since underwriting, health status of covered individuals, benefit plan design, and such other factors as the Company may determine from time to time.

Grace Period

This section applies only to premiums due after the Effective Date of the policy.

If premiums are not paid by a Premium Due Date, the policy will only stay in force for 31 days. The Employer must pay premiums for the time the policy stays in force. If written notice to end the policy is given by the Employer before the end of the 31 days, an adjustment of the premium will be made.

Employee's Individual Certificate

The Company will issue Certificates of Insurance and any attachments to the Employer for delivery to each covered Employee. The certificate and any attachments will show all the benefits and provisions of the health insurance plan.

Employer's Information Reports

The Company needs certain data. It is used to figure amounts of insurance and premiums. The Employer must give the data when it is requested by the Company.

Inspection of Records by the Company

The Company has the right to inspect records of the Employer that relate to the insurance or the premiums. The Company will have this right at all reasonable times.

Entire Contract

This policy is governed by the laws of the State or other Jurisdiction of Issue. The entire contract is made up of the following:

* This policy, including all Certificates and any attachments.

* The Employer's application,

* The Employees' applications, if there are any.

Unless there is fraud, all statements made by the Employer or Employees will be considered as statements of fact, not as guarantees.

A covered person's statement can not be used in defense to a claim under the policy unless a copy of the statement has been given to the person.

Clerical Error

Clerical error shall not deprive any person of coverage under the policy or create a right to benefits. Failure to report the termination of a person's coverage shall not continue such coverage beyond the date it is scheduled to end according to the terms of the policy. Upon discovery of a clerical error, any necessary appropriate adjustment in premium shall be made. However, the Company will not make an adjustment in premium or coverage for more than 60 days of coverage prior to the date the Employer notifies the Company of such clerical error.

Modifications

No one can change the policy, any of its conditions or the Premium Due Date without the written consent of the Company.

The Company can change the policy (including the benefits and provisions in the Certificates of Insurance) on a Policy Anniversary. The change must be effective on a uniform basis on all policies which provide the same type of group health product in the small and/or large group market. Employer agreement is not needed.

The policy can also be changed if the Company and the Employer agree. Employee agreement is not needed.

Any change has to agree with the laws of the State or other Jurisdiction of Issue.

Any change has to be signed by an Officer of the Company and attached to this policy before it is valid.

Benefits can not be reduced for an expense incurred before the date of the change.

No Replacement for Workers' Compensation

This policy does not replace Workers' Compensation or affect any requirement for Workers' Compensation

coverage.

Discontinuance of Policy

The policy and all of the insurance ends on the earliest of the following:

* The date the premium is not paid when due. Unless the Employer gives advance written notice to the Company to end the policy, the Grace Period applies. During the Grace Period the policy stays in force for 31 days. The Employer must pay premium for the time the policy stays in force. The Grace Period applies even if the Employer replaces this policy with another plan of insurance but has not given notice to the Company.

* The first Premium Due Date after the Employer gives the Company written notice to end the policy. If the Employer does not give advance notice and the policy ends because the premium is not paid, the Grace Period applies. During the Grace Period the policy stays in force for 31 days. The Employer must pay premium for the time the policy stays in force. The Grace Period applies even if the Employer replaces this policy with another plan of insurance but has not given notice to the Company.

* The date specified by the Company, in advance written notice to the Employer, that the policy is discontinued for one of the following reasons:

* The Employer has performed an act or practice that is fraud or made an intentional misrepresentation of material fact under the terms of the policy. The Company has the right to rescind this policy back to the effective date.

* The Employer has failed to comply with the Company's employer contribution or group participation rules.

* The number of Employees changes such that a large employer becomes a small employer. The small employer will be given the option to buy all other group health coverage currently offered by the Company in the small group market.

* The Company has stopped issuance of the type of group health coverage provided by this policy in a state for the small and/or large group market. The Company will give notice of the discontinuation to the Employer and Employees at least 90 days prior to the date of the discontinuation. The Employer will be given the option to buy all (or, if the Employer is a large employer, any) other health coverage currently offered by the Company.

* The Company has stopped issuance of all group health coverage in a state for the small and/or large group market. The Company will give notice of the discontinuation to the applicable state authority, the Employer and Employees at least 180 days prior to the date of discontinuation.

* There are no longer any Employees who reside or work in the network service area.

* The terms small employer, small group market, large employer and large group market will have the meaning given to them under applicable state or federal law.

END OF POLICY

UNITED HEALTHCARE INSURANCE COMPANY

CERTIFICATE OF COVERAGE

This Certificate of Coverage ("Certificate") sets forth your rights and obligations under this coverage. It is important that you READ YOUR CERTIFICATE CAREFULLY and familiarize yourself with its terms and conditions.

The Policy provides payment for certain medical expenses not otherwise covered under The Health Benefit Plan of The Coca-Cola Company or under any other health benefit plan in which you are enrolled. See the definition of Covered Health Service in Section 1 and Section 8 "Covered Health Services".

United Healthcare Insurance Company ("Company") agrees with the Enrolling Group to provide Coverage to you and your Dependents, subject to the terms, conditions, exclusions and limitations of the Policy. The Policy is issued on the basis of the Enrolling Group's application and payment of the required Policy Charges. The Enrolling Group's application is made a part of the Policy.

The Company shall not be deemed or construed as an employer for any purpose with respect to the administration or provision of benefits under the Enrolling Group's benefit plan. The Company shall not be responsible for fulfilling any duties or obligations of an employer with respect to the Enrolling Group's benefit plan.

The Policy shall take effect on the date specified and will be continued in force by the timely payment of the required Policy Charges when due, subject to termination of the Policy as provided. All Coverage under the Policy shall begin at 12:01 a.m. and end at 12:00 midnight at the Enrolling Group's address.

The Policy is delivered in the State of Georgia and is governed by ERISA.

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                               TABLE OF CONTENTS

Section 1       Definitions                                             3



Section 2       Eligibility and Effective Date of Coverage              6

Section 3       Termination of Coverage                                 6

Section 4       Reimbursement                                           7

Section 5       General Provisions                                      9

Section 6       Coordination of Benefits                                10

Section 7       Continuation of Coverage                                16

Section 8       Covered Health Services                                 19

Section 9       General Exclusions                                      20






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SECTION 1

DEFINITIONS

This section defines the terms used throughout this Certificate and is not intended to describe covered or uncovered services.

"Amendment" - any attached description of additional or alternative provisions to the Policy. Amendments are effective only when signed by the Company. Amendments are subject to all conditions, limitations and exclusions of the Policy except for those which are specifically amended.

"Calendar Year Maximum" - the maximum amount of Covered Medical Expenses the Plan Sponsor will pay during any calendar year period of January 1 through December 31.

"Covered Health Services" - Copayments, coinsurance, and annual deductible charges that are assessed to you in connection with services covered under The Coca-Cola Company Health Benefit Plan.

"Coverage" or "Covered" - the entitlement by a Covered Person to reimbursement for Health Services covered under the Policy, subject to the terms, conditions, limitations and exclusions of the Policy. Health Services must be incurred (1) when the Policy is in effect; and (2) prior to the date that any of the individual termination conditions of Section 3.1 occur; and (3) only when the recipient is a Covered Person and meets all eligibility requirements specified in the Policy.

"Covered Person" - either the Subscriber or an Enrolled Dependent, but applies only while Coverage of such person under the Policy is in effect. References to "you" and "your" throughout this Certificate are references to a Covered Person.

"Dependent" -

* Your lawful spouse. Legally separated spouses are not considered eligible family members. Common-law spouses are not considered eligible family members unless they live in a state that recognizes common-law marriages.

* Same-sex domestic partners who:

* is an individual who is the same-sex as the associate;

* is at least 18 years old;

* is neither married to anyone else nor is the domestic partner of anyone other than the associate;

* is the associate's sole same-sex domestic partner and intends to remain so indefinitely;

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* lives with the associate in the same permanent residence;

* is jointly responsible, with the associate, for each other's welfare and basic living expenses ("financial interdependence");

* is competent to enter a binding contract under the law; and

* is not related to the associate in a blood relationship that would bar marriage under the law for opposite sex couples;

* Your unmarried dependent children under the age of 19 if the child is dependent upon you for financial support and maintenance;

* Your unmarried children under the age of 24 who are registered students in regular full-time attendance (at least 12 credit hours) at an accredited secondary school, college, university, or vocational or trade school and who primarily depend on you for financial support and maintenance; and

* Your disabled children who were covered under the plan and disabled at the time their dependent coverage would otherwise have ended because of reaching the maximum age, who are incapable of self-support due to a physical or mental incapacity. Proof of total disability must be furnished within 31 days after the date on which your child's coverage would normally cease and from time to time thereafter as requested by the Company.

"Eligible Expenses" - Eligible Expenses are calculated by the Company based on available data resources of competitive fees in that geographic area.

Eligible Expenses must not exceed the fees that the provider would charge any similarly situated payor for the same services.

Eligible Expenses are determined solely in accordance with Our reimbursement policy guidelines. We develop Our reimbursement policy guidelines, in Our discretion, following evaluation and validation of all provider billings in accordance with one or more of the following methodologies:

* as indicated in the most recent edition of the Current Procedural Terminology (publication of the American Medical Association);

* as reported by generally recognized professionals or publications;

* as utilized for Medicare;

* as determined by medical staff and outside medical consultants;

* pursuant to other appropriate source or determination that We accept.

"Eligible Person" - (1) an employee of the Enrolling Group; or (2) other person who meets the eligibility requirements specified in both the application and the Policy.

"Enrolled Dependent" - a Dependent who is properly enrolled for Coverage

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under the policy.

"Enrolling Group" - the employer or other defined or otherwise legally constituted group to whom the Policy is issued.

"Experimental, Investigational or Unproven Services" - medical, surgical, diagnostic, psychiatric, substance abuse or other health care services, technologies, supplies, treatments, procedures, drug therapies or devices that, at the time the Company makes a determination regarding coverage in a particular case, is determined to be:

A. not approved by the U.S. Food and Drug Administration ("FDA") to be lawfully marketed for the proposed use and not identified in the American Hospital Formulary Service or the United States Pharmacopoeia Dispensing Information as appropriate for the proposed use; or

B. subject to review and approval by any institutional review board for the proposed use; or

C. the subject of an ongoing clinical trial that meets the definition of a Phase 1, 2 or 3 clinical trial set forth in the FDA regulations, regardless of whether the trial is actually subject to FDA oversight; or

D. not demonstrated through prevailing peer-reviewed medical literature to be safe and effective for treating or diagnosing the condition or illness for which its use is proposed.

The Company, in its judgment, may deem an Experimental, Investigational or Unproven Service a Covered Health Service for treating a life threatening Sickness or condition if it is determined by the Company that the Experimental, Investigational or Unproven Service at the time of the determination:

A. is safe with promising efficacy;

B. is provided in a clinically controlled research setting; and

C. uses a specific research protocol that meets standards equivalent to those defined by the National Institutes of Health.

(For the purpose of this definition, the term "life threatening" is used to describe Sicknesses or conditions that are more likely than not to cause death within one year of the date of the request for treatment.)

"Full-time Student" - a dependent enrolled in at least 12 credit hours as an accredited secondary school, college, university, or vocational or trade school and whom primarily depend on you for financial support and maintenance.

"Health Services" - the health care services and supplies Covered under the Policy, except to the extent that such health care services and supplies are limited or excluded.

"Physician" - any Doctor of Medicine, "M.D.," or Doctor of Osteopathy, "D.O.," who is duly licensed and qualified by law. Note: Any duly licensed podiatrist,

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dentist, psychologist, chiropractor, optometrist or other provider who acts within the scope of his or her license will be considered on the same basis as a Physician. Designation of a provider as a Physician does not mean that Benefits are available.

"Policy" - the group Policy, the application of the Enrolling Group. Amendments and Riders which constitute the agreement regarding the benefits, exclusions and other conditions between the Company and the Enrolling Group.

"Rider" - any attached description of Health Services Covered under the Policy. Health Services provided by a Rider may be subject to payment of additional Premiums. Riders are effective only when signed by the Company and are subject to all conditions, limitations and exclusions of the Policy except for those that are specifically amended.

"Subscriber" - an Eligible Person who is properly enrolled for Coverage under the Policy. The Subscriber is the person who is not a Dependent on whose behalf the Policy is issued to the Enrolling Group.

SECTION 2

EFFECTIVE DATE OF COVERAGE

Section 2.1 Effective Date of Coverage. Coverage for you and any of your Dependents is effective on the date specified in the Policy. In no event is there Coverage for Health Services rendered or delivered before the effective date of Coverage.

Section 2.2 Coverage for a New Eligible Person. Coverage for you and any of your Dependents shall take effect on the date specified in the Policy. Employees and their eligible dependents must enroll for coverage within 31 days from when they first became eligible.

Section 2.3 Coverage for a Newly Eligible Dependent. Coverage for a new Dependent acquired by reason of birth, legal adoption, placement for adoption, court or administrative order, or marriage shall take effect on the date of the event. Coverage is effective only if the Company receives any required Premium and is notified of the event within 31 days.

SECTION 3

TERMINATION OF COVERAGE

Section 3.1 Conditions for Termination of an Eligible Person's Coverage Under the Policy. The Company may, at any time, discontinue this benefit plan and/or all similar plans for the reasons specified in the Policy. When your

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Coverage terminates, you may have continuation privileges as described in
Section 7 or as provided under other applicable federal and/or state law.

Your Coverage, including coverage for Health Services rendered after the date of termination for medical conditions arising prior to the date of termination, shall automatically terminate on the earliest of the dates specified below.

A. The date the entire Policy is terminated, as specified in the Policy.

B. The date you cease to be eligible.

C. The date the Company receives written notice from the Enrolling Group the Company to terminate Coverage or the date requested in such notice, if later.

Section 3.2 Extended Coverage for Handicapped Dependent Children. Coverage for your disabled children who were covered under the plan and disabled at the time their dependent coverage would have otherwise ended because of reaching the maximum age, who are incapable of self-support due to a physical or mental incapacity. Proof of total disability must be furnished within 31 days after the date on which your child's coverage would normally cease and from time to time thereafter as requested by the claims administrator.

Section 3.3 Payment and Reimbursement Upon Termination. Termination of Coverage shall not affect any request for reimbursement of Eligible Expenses for Health Services rendered prior to the effective date of termination. Your request for reimbursement must be furnished as required in Section 4.

SECTION 4

REIMBURSEMENT

Section 4.1 Reimbursement of Eligible Expenses. The Company shall reimburse you for Eligible Expenses subject to the terms, conditions, exclusions and limitations of the Policy and as described in 4.4

Section 4.2 Filing Claims for Reimbursement of Eligible Expenses. You are responsible for submitting a claim to the Company's office, on a form provided by or satisfactory to the Company. Claims should be submitted within 90 days after date of service. Unless you are legally incapacitated, failure to provide this information to the Company within 1 year of the date of service shall cancel or reduce Coverage for the Health Service.

Subject to written authorization from you, all or a portion of any Eligible Expenses due may be paid directly to the provided of the Health Services instead of being paid to you.

Written proof of loss should be given to the Company within 90 days after the date of the loss. If it was not reasonably possible to give written proof in the time

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required, the Company will not reduce or deny the claim for this reason. However, proof must be filed as soon as reasonably possible, but no later than one year after the date of service.

It is not necessary to include a claim form with the proof of loss. If you would like to use a claim form, contact the Company and a claim form will be sent to you. If you do not receive the claim form within 15 days of your request, send in the proof of loss with the following information:

A. Your name and address

B. Patient's name and age

C. Number stated on Your ID card

D. The name and address of the provider of the service(s)

E. A diagnosis from the Physician

F. Itemized bill which includes the CPT codes or description of each charge

G. Date Injury or Sickness began

H. A statement indicating either that You are, or You are not, enrolled for coverage under any other health insurance plan or program. If You are enrolled for other coverage You must include the name of the other carrier(s).

Section 4.3 Payment of Claims. Benefits are payable within 45 days after the Company receives acceptable proof of loss. Benefits will be paid to you unless:

A. the provider notifies the Company that your signature is on file assigning benefits directly to that provider; or

B. you make a written request at the time the claim is submitted.

Section 4.4 Limitation of Action for Reimbursement. You do not have the right to bring any legal proceeding or action against the Company to recover reimbursement until 90 days after you have properly submitted a request for reimbursement, as described above. If you do not bring such legal proceeding or action against the Company within 3 years of the expiration date, you forfeit your rights to bring any action against the Company.

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SECTION 5

GENERAL PROVISIONS

Section 5.1 Entire Policy. The Policy, including the Certificate of Coverage as Attachment A, the application, Amendments and Riders, constitutes the entire Policy. All statements made by the Enrolling Group or by a Subscriber shall, in the absence of fraud, be deemed representations and not warranties.

Section 5.2 Time Limit on Certain Defenses. No statement, except a fraudulent statement, made by the Enrolling Group shall be used to void the Policy after it has been in force for a period of two years.

Section 5.3 Amendments and Alterations. Amendments to the Policy are effective upon 31 days written notice to the Enrolling Group. Riders are effective on the date specified by the Company. No change will be made to the Policy unless it is made by an Amendment or a Rider which is signed by an officer of the Company. No agent has authority to change the Policy or to waive any of its provisions.

Section 5.4 Relationship Between Parties. The relationships between the Company and providers and relationships between the company and Enrolling Groups, are solely contractual relationships between independent contractors. Network providers and Enrolling Groups are not agents or employees of the Company, nor is the Company or any employee of the Company an agent or employee of providers or Enrolling Groups.

The relationship between a provider and any Covered Person is that of provider and patient. The provider is solely responsible for the services provided to any Covered Person.

The relationship between the Enrolling Group and Covered Persons is that of employer and employee, Dependent or other Coverage classification as defined in the Policy. The Enrolling Group is solely responsible for enrollment and Coverage classification changes (including termination of a Covered Person's Coverage through the Company), for the timely payment of the Policy Charge to the Company, and for notifying Covered Persons of the termination of the Policy.

Section 5.5 Records. You must furnish the Company with all information and proofs which it may reasonably require regarding any matters pertaining to the Policy.

By accepting Coverage under the Policy, you authorize and direct any person or institution that has provided services to you, to furnish the Company any and all information and records or copies of records relating to the services provided to you. The Company has the right to request this information at any reasonable time. This applies to all Covered Persons, including Enrolled Dependents whether or not they have signed the Subscriber's enrollment form.

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The Company agrees that such information and records will be considered confidential. The Company has the right to release any and all records concerning health care services which are necessary to implement and administer the terms of the Policy or for appropriate medical review or quality assessment.

The Company is permitted to charge you reasonable fees to cover costs for completing requested medical abstracts or forms which you have requested.

In some cases, the Company will designate other persons or entities to request records or information from or related to you and to release those records as necessary. The Company's designees have the same rights to this information as does the Company.

During and after the term of the Policy, the Company and its related entities may use and transfer the information gathered under the Policy for research and analytic purposes.

Section 5.6 ERISA. When the Policy is purchased by the Enrolling Group to provide benefits under a welfare plan governed by the Employee Retirement Income Security Act 29 U.S.C. [Section] 1001 et seq., the Company is not the plan administrator or named fiduciary of the welfare plan, as those terms are used in ERISA.

Section 5.7 Clerical Error. If a clerical error or other mistake occurs, that error shall not deprive you of Coverage under the Policy. A clerical error also does not create a right to benefits.

Section 5.8 Notice. When the Company provides written notice regarding administration of the Policy to an authorized representative of the Enrolling Group, that notice is deemed notice to all affected Subscribers and their Enrolled Dependents. The Enrolling Group is responsible for giving notice to Covered Persons.

Section 5.9 Workers' Compensation Not Affected. The Coverage provided under the Policy does not substitute for and does not affect any requirements for coverage by workers' compensation insurance.

Section 5.10 Conformity with Statutes. Any provision of the Policy which, on its effective date, is in conflict with the requirements of state or federal statutes or regulations (of the jurisdiction in which delivered) is hereby amended to conform to the minimum requirements of such statutes and regulations.

SECTION 6

COORDINATION OF BENEFITS

Section 6.1 Coordination of Benefits Applicability. This coordination of benefits (COB) provision applies when a person has health care coverage under

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more than one Coverage Plan. "Coverage Plan" is defined below.

The order of benefit determination rules below determine which Coverage Plan will pay as the primary Coverage Plan. The primary Coverage Plan that pays first pays without regard to the possibility that another Coverage Plan may cover some expenses. A secondary Coverage Plan pays after the primary Coverage Plan and may reduce the benefits it pays so that payments from all group Coverage Plans do not exceed 100% of the total allowable expense.

Section 6.2 Definitions. For purposes of Section 6, terms are defined as follows:

A. A "Coverage Plan" is any of the following that provides benefits or services for medical or dental care or treatment. However, if separate contracts are used to provide coordinated coverage for members of a group, the separate contracts are considered parts of the same Coverage Plan and there is no COB among those separate contracts.

1. "Plan" includes: group insurance, closed panel or other forms of group or group-type coverage (whether insured or uninsured); medical care components of group long-term care contracts, such as skilled nursing care; medical benefits under group or individual automobile contracts; and Medicare or other governmental benefits, as permitted by law.

2. "Plan" does not include: individual or family insurance; closed panel or other individual coverage (except for group-type coverage); school accident type coverage; benefits for non-medical components of group long-term care policies; Medicare supplement policies, Medicaid policies and coverage under other governmental plans, unless permitted by law.

Each contract for coverage under (1) or (2) is a separate Coverage Plan. If a Coverage Plan has two parts and COB rules apply only to one of the two, each of the parts is treated as a separate Coverage Plan.

B. The order of benefit determination rules determine whether this Coverage Plan is a "primary Coverage Plan" or "secondary Coverage Plan" when compared to another Coverage Plan covering the person.

When this Coverage Plan is primary, its benefits are determined before those of any other Coverage Plan and without considering any other coverage Plan's benefits. When this Coverage Plan is secondary, its benefits are determined after those of another Coverage Plan and may be reduced because of the primary Coverage Plan's benefits.

C. "Allowable expense" means a health care service or expense, including deductibles and copayments, that is covered at least in part by any of the Coverage Plans covering the person. When a Coverage Plan provides benefits in the form of services, (for example an HMO) the reasonable

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cash value of each service will be considered an allowable expense and a benefit paid. An expense or service that is not covered by any of the Coverage Plans is not an allowable expense. The following are examples of expenses or services that are not allowable expenses:

1. If a covered person is confined in a private hospital room, the difference between the cost of a semi-private room in the hospital and the private room, (unless the patient's stay in a private hospital room is medically necessary in terms of generally accepted medical practice, or one of the Coverage Plans routinely provides coverage for hospital private rooms) is not an allowable expense.

2. If a person is covered by 2 or more Coverage Plans that compute their benefit payments on the basis of reasonable and customary fees, any amount in excess of the highest of the reasonable and customary fees for a specific benefit is not an allowable expense.

3. If a person is covered by 2 or more Coverage Plans that provide benefits or services on the basis of negotiated fees, an amount in excess of the highest of the negotiated fees is not an allowable expense.

4. If a person is covered by one Coverage Plan that calculates its benefits or services on the basis of reasonable and customary fees and another Coverage Plan that provides its benefits or services on the basis of negotiated fees, the primary Coverage Plan's payment arrangements shall be the allowable expense for all Coverage Plans.

5. The amount a benefit is reduced by the primary Coverage Plan because a covered person does not comply with the Coverage Plan provisions. Examples of these provisions are second surgical opinions, precertification of admissions, and preferred provider arrangements.

D. "Claim determination period" means a calendar year. However, it does not include any part of a year during which a person has no coverage under this Coverage Plan, or before the date this COB provision or a similar provision takes effect.

E. "Closed panel Coverage Plan" is a Coverage Plan that provides health benefits to covered persons primarily in the form of services through a panel of providers that have contracted with or are employed by the Coverage Plan, and that limits or excludes benefits for services provided by other provider, except in cases of emergency or referral by a panel member.

F. "Custodial parent" means a parent awarded custody by a court decree. In the absence of a court decree, it is the parent with whom the child resides

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more than one half of the calendar year without regard to any temporary visitation.

Section 6.3 Order of Benefit Determination Rules. When two or more Coverage Plans pay benefits, the rules for determining the order of payment are as follows:

A. The primary Coverage Plan pays or provides its benefits as if the secondary Coverage Plan or Coverage Plans did not exist.

B. A Coverage Plan that does not contain a coordination of benefits provision that is consistent with this provision is always primary. There is one exception: coverage that is obtained by virtue of membership in a group that is designed to supplement a part of a basic package of benefits may provide that the supplementary coverage shall be excess to any other parts of the Coverage Plan provided by the contract holder. Examples of these types of situations are major medical coverages that are superimposed over base Coverage Plan hospital and surgical benefits, and insurance type coverages that are written in connection with a closed panel Coverage Plan to provide out-of-network benefits.

C. A Coverage Plan may consider the benefits paid or provided by another Coverage Plan in determining its benefits only when it is secondary to that other Coverage Plan.

D. The first of the following rules that describes which Coverage Plan pays its benefits before another Coverage Plan is the rule to use.

1. Non-Dependent or Dependent. The Coverage Plan that covers the person other than as a dependent, for example as an employee, member, subscriber or retiree is primary and the Coverage Plan that covers the person as a dependent is secondary. However, if the person is a Medicare beneficiary and, as a result of federal law, Medicare is secondary to the Coverage Plan covering the person as a dependent; and primary to the Coverage Plan covering the person as other than a dependent (e.g. a retired employee); then the order of benefits between the two Coverage Plans is reversed so that the Coverage Plan covering the person as an employee, member, subscriber or retiree is secondary and the other Coverage Plan is primary.

2. Child Covered Under More Than One Plan. The order of benefits when a child is covered by more than one Coverage Plan is:

a. The primary Coverage Plan is the Coverage Plan of the parent whose birthday is earlier in the year if:

1) the parents are married;

2) the parents are not separated (whether or not they

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ever have been married; or
3) a court decree awards joint custody without specifying that one party has the responsibility to provide health care coverage.

If both parents have the same birthday, the Coverage Plan that covered either of the parents longer is primary.

b. If the specific terms of a court decree state that one of the parents is responsible for the child's health care expenses or health care coverage and the Coverage Plan of that parent has actual knowledge of those terms, that Coverage Plan is primary. This rule applies to claim determination periods or Coverage Plan years commencing after the Coverage Plan is given notice of the court decree.

c. If the parents are not married, or are separated (whether or not they ever have been married) or are divorced, the order of benefits is:

1) the Coverage Plan of the custodial parent;

2) the Coverage Plan of the spouse of the custodial parent;

3) the Coverage Plan of the noncustodial parent; and then

4) the Coverage Plan of the spouse of the noncustodial parent.

3. Continuation coverage. If a person whose coverage is provided under a right of continuation provided by federal or state law also is covered under another Coverage Plan, the Coverage Plan covering the person as an employee, member, subscriber or retiree (or as that person's dependent) is primary, and the continuation coverage is secondary. If the other Coverage Plan does not have this rule, and if, as a result, the Coverage Plans do not agree on the order of benefits, this rule is ignored.

4. Longer or shorter length of coverage. The Coverage Plan that covered the person as an employee, member, subscriber or retiree longer is primary.

5. If the preceding rules do not determine the primary Coverage Plan, the allowable expenses shall be shared equally between the Coverage Plans meeting the definition of Coverage Plan under this provision. In addition, this Coverage Plan will not pay more than it would have paid had it been primary.

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Section 6.4 Effect on the Benefits of This Coverage Plan.

A. When this Coverage Plan is secondary, it may reduce its benefits so that the total benefits paid or provided by all Coverage Plans during a claim determination period are not more than 100 percent of total allowable expenses. The difference between the benefit payments that this Coverage Plan would have paid had it been the primary Coverage Plan, and the benefit payments that it actually paid or provided shall be recorded as a benefit reserve for the covered person and used by this Coverage Plan to pay any allowable expenses, not otherwise paid during the claim determination period. As each claim is submitted, this Coverage Plan will:

1. determine its obligation to pay or provide benefits under its contract;

2. determine whether a benefit reserve has been recorded for the covered person; and

3. determine whether there are any unpaid allowable expenses during that claims determination period.

If there is a benefit reserve, the secondary Coverage Plan will use the covered person's benefit reserve to pay up to 100% of total allowable expenses incurred during the claim determination period. At the end of the claims determination period, the benefit reserve returns to zero. A new benefit reserve must be created for each new claim determination period.

B. If a covered person is enrolled in two or more closed panel Coverage plans and if, for any reason, including the provision of service by a non-panel provider, benefits are not payable by one closed panel Coverage Plan, COB shall not apply between that coverage Plan and other closed panel Coverage Plans.

Section 6.5 Right to Receive and Release Needed Information. Certain facts about health care coverage and services are needed to apply these COB rules and to determine benefits payable under this Coverage Plan and other Coverage Plans. The Company may get the facts it needs from or give them to other organizations or persons for the purpose of applying these rules and determining benefits payable under this Coverage Plan and other Coverage Plans covering the person claiming benefits. The Company need not tell, or get the consent of, any person to do this. The company need not tell, or get the consent of, any person to do this. Each person claiming benefits under this Coverage Plan must give the Company any facts it needs to apply those rules and determine benefits payable. If you do not provide the Company the information it needs to apply these rules and determine the benefits payable, your claim for benefits will be denied.

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Section 6.6 Payments Made. A payment made under another Coverage Plan may include an amount that should have been paid under this Coverage Plan. If it does, the Company may pay that amount to the organization that made the payment. That amount will then be treated as though it were a benefit paid under this Coverage Plan. The Company will not have to pay that amount again. The term "payment made" includes providing benefits in the form of services, in which case "payment made" means reasonable cash value of the benefits provided in the form of services.

Section 6.7 Right of Recovery. If the amount of the payments made by the Company is more than it should have paid under this COB provision, it may recover the excess from one or more of the persons it had paid or for whom it has paid; or any other person or organization that may be responsible for the benefits or services provided for the covered person. The "amount of the payments made" includes the reasonable cash value of any benefits provided in the form of services.

SECTION 7

CONTINUATION OF COVERAGE

Section 7.1 Continuation Coverage. A Covered Person whose Coverage ends under the Policy may be entitled to elect continuation Coverage in accordance with federal law (under COBRA) and as outlined in Sections 9.2 through 9.4 below [or in accordance with state law and as outlined in Sections 9.5 - 9.7 below].

Continuation Coverage under COBRA (Consolidated Omnibus Budget Reconciliation Act) shall apply only to Enrolling Groups which are subject to the provisions of COBRA. Covered Persons should contact the Enrolling Group's plan administrator to determine if he or she is entitled to continue Coverage under COBRA. For the purpose of continuation Coverage under COBRA, a newborn child of a Subscriber or a child placed for adoption with the Subscriber during the period of continuation coverage shall be considered on the same basis as a Subscriber.

Continuation Coverage for Covered Persons who selected continuation coverage under a prior plan which was replaced by Coverage under the Policy shall terminate as scheduled under the prior plan or in accordance with the terminating events set forth in Section 9.4 below, whichever is earlier.

In no event shall the Company be obligated to provide continuation Coverage to a Covered Person if the Enrolling Group or its designated plan administrator fails to perform its responsibilities under federal law. These responsibilities include but are not limited to notifying the Covered Person in a timely manner of the right to elect continuation Coverage and notifying the Company in a timely manner of the Covered Person's election of continuation Coverage.

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It is the Subscriber's responsibility to notify the Enrolling Group within 60 days of the date an Enrolled Dependent loses eligibility due to divorce or due to an Enrolled Dependent child losing eligibility (i.e. reaching the limiting age or failing to meet the criteria of a Full-time Student.) If you fail to notify the Enrolling Group of these events within the 60 day period, the Enrolling Group and its designated plan administrator are not obligated to provide continuation Coverage for that Enrolled Dependent.

The Company is not the Enrolling Group's designated Plan Administrator and does not assume any responsibilities of a Plan Administrator pursuant to federal law.

A Covered Person whose Coverage would otherwise end under the Policy may be entitled to elect continuation Coverage in accordance with federal law, as outlined in Sections 9.2 through 9.4 below.

Section 7.2 Qualifying Events for Continuation Coverage Under Federal Law. If the Covered Person's Coverage terminated due to one of the following qualifying events, he or she is entitled to continue Coverage. The Covered Person may elect the same Coverage that he or she had at the time of the qualifying event.

A. Termination of the Subscriber from employment with the Enrolling Group or reduction of hours, for any reason other than gross misconduct; or

B. death of the Subscriber; or

C. divorce or legal separation of the Subscriber; or

D. loss of eligibility by an Enrolled Dependent who is a child; or

E. entitlement of the Subscriber to Medicare benefits; or

F. the Enrolling Group filing for bankruptcy, under Title XI, United States Code, on or after July 1, 1986, but only for a retired Subscriber and his or her Enrolled Dependents. This is also a qualifying event for any retired Subscriber and his or her Enrolled Dependents if there is a substantial elimination of coverage within one year before or after the date the bankruptcy was filed.

Section 7.3 Notification Requirements and Election Period for Continuation Coverage Under Federal Law. The Covered Person must notify the Enrolling Group's designated plan administrator within 60 days of his or her divorce, legal separation or loss of eligibility as an Enrolled Dependent. A Covered Person who is continuing Coverage under Federal Law must notify the Enrolling Group's designated plan administrator within 60 days of the birth or adoption of a child.

Continuation must be elected by the later of 60 days after the Covered Person's qualifying event occurs; or 60 days after the Covered Person receives notice of

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the continuation right from the Enrolling Group's designated plan administrator.

A Covered Person whose Coverage was terminated due to a qualifying event must pay the initial Premium due to the Enrolling Group's designated plan administrator on or before the 45th day after electing continuation.

Section 7.4 Terminating Events for Continuation Coverage Under Federal Law. Continuation under the Policy will end on the earliest of the following dates:

A. Eighteen months from the date continuation began for a Covered Person whose Coverage ended because employment was terminated or hours were reduced, in accordance with qualifying event (A) described in Section 9.2. A Covered Person who is disabled at the time of the qualifying event or within the first 60 days of continuation Coverage may extend continuation Coverage to a maximum of 29 months as described below.

A Covered Person who is disabled at the date of qualifying event (A) or within the first 60 days of continuation Coverage for qualifying event (A) must provide notice of such disability within 60 days after the determination of the disability, and in no event later than the end of the first 18 months, in order to extend Coverage beyond 18 months. If such notice is provided, the Covered Person's Coverage may be extended up to a maximum of 29 months from the date of qualifying event (A) or until the first month that begins more than 30 days after the date of any final determination that the qualified beneficiary is no longer disabled. Each Covered Person must provide notice of any final determination that the qualified beneficiary is no longer disabled within 30 days of such determination.

B. Thirty-six months from the date continuation began for an Enrolled Dependent whose Coverage ended because of the death of the Subscriber, divorce or legal separation of the Subscriber, loss of eligibility by an Enrolled Dependent who is a child or entitlement of the Subscriber to Medicare benefits, in accordance with qualifying events (B), (C), (D) or (E) described in Section 9.2.

C. The date Coverage terminates under the Policy for failure to make timely payment of the Premium.

D. The date, after electing continuation Coverage, that coverage is first obtained under any other group health plan. If such coverage contains a limitation or exclusion with respect to any preexisting condition of the Covered Person, continuation shall end on the date such limitation or exclusion ends. The other group health coverage shall be primary for all health services except those health services that are subject to the preexisting condition limitation or exclusion.

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E. The date, after electing continuation Coverage, that the Covered Person first becomes entitled to Medicare, except that this shall not apply in the event the Covered Person's Coverage was terminated because the Enrolling Group filed for bankruptcy, in accordance with qualifying event (F) described in Section 9.2.

F. The date the entire Policy ends.

G. The date Coverage would otherwise terminate under the Policy.

If a Covered Person is entitled to 18 months of continuation and a second qualifying event occurs during that time, the Covered Person's Coverage may be extended up to a maximum of 36 months from the date Coverage ended because employment was terminated or hours were reduced, in accordance with qualifying event (A) described in Section 9.2. If a Covered Person is entitled to continuation because the Enrolling Group filed for bankruptcy, in accordance with qualifying event (F) described in Section 9.2 and the retired Subscriber dies during the continuation period, the Enrolled Dependents shall be entitled to continue Coverage for 36 months from the date of death. Terminating events (B) through (G) described in this Section 9.4 shall apply during the extended continuation period.

Continuation Coverage for Enrolled Dependents of a Subscriber whose continuation Coverage terminates because the Subscriber becomes entitled to Medicare may be extended for an additional period of time. Such Covered Persons should contact the Enrolling Group's designated plan administrator for information regarding the continuation period.

SECTION 8

COVERED HEALTH SERVICES

The Company will pay for 100% of the Covered Health Expenses incurred by a Covered Person during the time he or she is enrolled under the Coverage. The amount the Company will pay is subject to the Calendar Year Maximum.

The "Calendar Year Maximum" that the Company will pay for Covered Health Services is $30,000 for each Covered Person.

The Company will pay for Covered Health Services for medical care that consist of Copayments, coinsurance, and annual deductible charges that are assessed to you in connection with services covered under The Coca-Cola Company Health Benefit Plan.

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SECTION 9

GENERAL EXCLUSIONS

A. Expenses for services or supplies that do not meet the definition of a Covered Health Service.

B. Personal comfort and convenience items or services such as television, telephone, barber or beauty service, guest service and similar incidental services and supplies.

C. Surrogate parenting. Health services and associated expenses for sex transformation operations.

D. Health services for treatment of military service-related disabilities, when the Covered Person is legally entitled to other coverage and facilities are reasonably available to the Covered Person.

E. Devices used specifically as safety items or to affect performance primarily in sports-related activities; all expenses related to physical conditioning programs such as athletic training, body-building, exercise, fitness, flexibility, and diversion or general motivation.

F. Services rendered by a provider with the same legal residence as a Covered Person or who is a member of a Covered Person's family, including spouse, brother, sister, parent or child.

G. Health services rendered after the date individual Coverage under the Policy terminates, including health services for medical conditions arising prior to the date individual Coverage under the Policy terminates.

H. Health services for which the Covered Person has no legal obligation to pay or for which a charge would not ordinarily be made in the absence of coverage under the Plan.

I. Health services for which other coverage is required by federal, state or local law to be purchased or provided through other arrangements, including but not limited to coverage required by workers' compensation, no-fault automobile insurance, or similar legislation. If coverage under workers' compensation or similar legislation is optional for You because You could elect it, or could have it elected for You, Benefits will not be paid for any Injury, Sickness or [Mental Illness] [mental illness] that would have been covered under workers' compensation or similar legislation had that coverage been elected.

APEC

J. Health Services and associated expenses for Experimental, Investigational or Unproven Services, treatments, devices and pharmacological regimens. The fact that an Experimental, Investigational or Unproven Service, treatment, device or pharmacological regimen is the only available treatment for a particular condition will not result in Coverage if the procedure is considered to be Experimental, Investigational or Unproven in the treatment of that particular condition.

K. Charges for sickness or accidental injury incurred in connection with war or any act of war. War means declared or undeclared war and includes resistance to armed aggression.

L. Charges in connection with injury arising out of any work for wage or profit whether or not with The Coca-Cola Company, any worker's compensation law, occupational disease law or similar law, or maritime doctrine of maintenance, wages and cure.

M. Benefit for any charges provided by any law or governmental plan under which the patient is or could be covered. This does not apply to a State plan under Medicaid or to any law or plan when, by law, its benefits are excess to those of any private insurance program or other non-governmental program.

N. Charges above the reasonable and customary fee.

O. Charges that are covered under the base plan, without regards to the rules of Coordination of Benefits. The base plan means any plan offered by The Coca-Cola Company under which the covered person is eligible for coverage.

P. Charges for transportation other than local ambulance service.

Q. Charges for the purchase of or alteration of a motor vehicle.

R. Charges for capital improvement of property such as the purchase, installation or construction of any device, equipment or facility.

S. The cost of any insurance coverage.

APEC

EXHIBIT 10.11

THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN

As Amended and Restated Effective January 1, 2002

PREFACE

The Coca-Cola Company established this Supplemental Benefit Plan (the "Plan") effective January 1, 1984. The Plan is an unfunded supplemental retirement plan for eligible employees and their beneficiaries as described herein. The Plan is designed to provide certain retirement benefits primarily for a select group of management or highly compensated employees which are not otherwise payable or cannot otherwise be provided under the terms of the tax-qualified retirement plans maintained by The Coca-Cola Company as a result of the limitations set forth under certain applicable sections of the Internal Revenue Code or on account of an employee's deferral of compensation under The Coca-Cola Company Deferred Compensation Plan.

This plan is amended and restated effective January 1, 2002, incorporating any amendments effective as of that date. The benefit of any employee who terminates or retires on or after January 1, 2002 shall be determined under the terms of this amended and restated Plan. The benefit of any employee who terminates or retires prior to January 1, 2002 shall be governed by the terms of the Plan, if any, in effect at the time of termination or retirement.

ARTICLE I
DEFINITIONS

The following definitions apply to the terms of this Plan. Where the context requires, the definitions of all terms set forth in the Qualified Pension Plan and the Qualified Defined Contribution Plan shall apply with equal force and effect for purposes of interpretation and administration of this Plan, unless said terms are otherwise specifically defined in this Plan.

"Account" shall mean the account or accounts established and maintained by the Employer to reflect the interest of a Participant in the Plan resulting from a Participant's Supplemental Thrift Benefit calculated in accordance with
Section 3.2.

"Beneficiary" shall mean, unless otherwise designated in a manner acceptable to the Committee and approved by the Committee, the beneficiary elected or deemed to have been elected under the Qualified Pension Plan for the Supplemental Pension Benefit and the Qualified Defined Contribution Plan for the Supplemental Thrift Benefit.

"Change in Control" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act as in effect on January 1, 2002, provided that such a change in control shall be deemed to have occurred at such time as
(i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act as in effect on January 1, 2002) directly or indirectly, of securities representing

20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the share owners of the Company approve any merger or consolidation as a result of which the Common Stock shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the share owners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were share owners of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such times as a Change in Control would otherwise be deemed to have occurred, the Board of Directors determines otherwise.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Common Stock" shall mean common stock of The Coca-Cola Company.

"Committee" shall mean the Benefits Committee appointed by the Senior Vice President, Human Resources, which shall act on behalf of the Company to administer the Plan as provided in Article V.

"Company" shall mean The Coca-Cola Company.

"Deferred Compensation Plan" shall mean The Coca-Cola Company Deferred Compensation Plan or any other similar nonqualified deferred compensation plan maintained by the Employer established on or after the Effective Date which provides for deferral of compensation.

"Earliest Retirement Date" shall mean "Earliest Retirement Date" as that term is defined in the Employee Retirement Plan of The Coca-Cola Company.

"Effective Date" shall mean January 1, 2002, the effective date of this amendment and restatement.

"Employee" shall mean any person who is currently employed by an Employer. An individual shall be treated as employed by an Employer under this Plan for any period only if (i) he or she is actually classified during such period by the Employer on its payroll, personnel and benefits system as an employee, and
(ii) he or she is paid for services rendered during such period through the payroll system, as distinguished from the accounts payable department of the Employer. No other individual shall be treated as employed by an Employer under this Plan for

any period, regardless of his or her status during such period as an employee under common law or under any statute.

"Employer" shall mean the Company and any Participating Subsidiary of the Company approved by the Committee for participation in the Plan.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

"Market Price" shall mean the closing price per share of Common Stock as reported on the New York Stock Exchange Composite Transactions listing.

"Participant" shall mean an Employee or former Employee of an Employer who is eligible to receive benefits provided by the Plan.

"Participating Subsidiary" shall mean a subsidiary of the Company which the Committee has designated as such and whose Employees are eligible to participate in this Plan, as set forth in Appendix A.

"Plan" shall mean The Coca-Cola Company Supplemental Benefit Plan, as amended from time to time.

"Plan Year" shall mean January 1 to December 31 each calendar year.

"Qualified Defined Contribution Plan" shall mean The Coca-Cola Company Thrift & Investment Plan or any other tax-qualified defined contribution plan maintained by the Employer, as amended from time to time.

"Qualified Pension Plan" shall mean the Employee Retirement Plan of The Coca-Cola Company or any other tax-qualified defined benefit pension plan maintained by the Employer, as amended from time to time.

"Retirement Benefit" shall be the benefit payable to a Participant under Sections 5.1 - 5.3, as applicable of the Qualified Pension Plan.

"Supplemental Pension Benefit" shall mean the benefit described in Section 3.1 of this Plan.

"Supplemental Thrift Benefit" shall mean the benefit described in Section 3.2 of this Plan.

ARTICLE II
ELIGIBIILTY

2.1 Eligibility for Participation.

All salaried Employees of the Employer (a) whose benefits under the Qualified Pension Plan are limited by the limitations set forth in Code Sections 401(a)(17) and/or 415, (b) for whom contributions by the Employer to the Qualified Defined Contribution Plan are limited by the limitations set forth in Code Sections 401(a)(17) and/or 415, or (c) who defer compensation under the Deferred Compensation Plan and, solely on account of such deferrals, the Employee's benefit under the Qualified Pension Plan or Company matching contributions to the Qualified Defined Contribution Plan are limited shall be eligible to participate in the Plan. Upon becoming a Participant, an Employee is deemed to have assented to the Plan and to any amendments hereafter adopted.

2.2 Date of Participation.

Each Employee who is eligible to become a Participant under Section 2.1 shall become a Participant on the later of i) January 1, 1984 or ii) the first day of the month coincident with or next following the date he meets the eligibility requirements.

2.3 Duration of Participation.

An Employee who becomes a Participant shall continue to be a Participant until his termination of employment with the Employer or the date he is no longer entitled to benefits under this Plan.

ARTICLE III
BENEFITS

3.1 Supplemental Pension Benefit.

(a) Benefit.

(1) If a Participant has Years of Benefit Service as defined in the Qualified Pension Plan of the Employer, he shall be entitled to a Supplemental Pension Benefit equal to that portion of his Retirement Benefit under the Qualified Pension Plan of the Employer which is not payable under such Qualified Pension Plan as a result of the limitations imposed by Code Sections 401(a)(17) and 415.

(2) If a Participant has Years of Benefit Service as defined in the Qualified Pension Plan of the Employer and if a Participant has deferred compensation under the Deferred Compensation Plan, he shall be entitled to a Supplemental Pension Benefit equal to that portion of his Retirement Benefit under the Qualified Pension Plan of the Employer which is not payable under such Qualified Pension Plan solely on account of the fact that deferred compensation is not considered

Benefit Compensation (as defined in the Qualified Pension Plan of the Employer) for purposes of the Qualified Pension Plan.

(3) In no event (except in the event that compensation is calculated under
Section 3.1(a)(5), below) shall the sum of i) the Supplemental Pension Benefit and ii) the actual Retirement Benefit paid under the Qualified Pension Plan exceed the amount of Retirement Benefit determined under the Qualified Pension Plan had compensation not been deferred under the Deferred Compensation Plan and without regard to limitations imposed by the Code.

(4) For purposes of this Section 3.1, the Supplemental Pension Benefit of a Participant shall be calculated based on the Participant's compensation that is considered under the Qualified Pension Plan in calculating his Retirement Benefit, without regard to the limitation of Code Section 401(a)(17) and by taking into consideration compensation that would have been considered benefit-eligible compensation under the Qualified Pension Plan had the Participant not elected to defer such amounts.

(5) If a Participant was on an Approved Leave of Absence, as defined under the Qualified Pension Plan, for the purpose of working for another entity within The Coca-Cola system, his Supplemental Pension Benefit under this Plan shall be calculated based on compensation paid as follows: compensation during the Approved Leave of Absence shall be the greater of i) compensation as determined under the first sentence of this paragraph 3.1(a)(4) or ii) compensation actually paid to the Participant by the other entity within The Coca-Cola system during the Approved Leave of Absence, subject to the same inclusions and exclusions to benefit compensation under the Qualified Pension Plan, but without regard to the limitation of Code Section 401(a)(17). The Committee may require that the Participant provide satisfactory evidence of such compensation.

(6) Any benefit payable pursuant to this Section 3.1 shall be offset by the monthly benefit, if any, payable to a Participant under The Coca-Cola Company Key Executive Retirement Plan. The Supplemental Pension Benefit calculated under this Section 3.1 shall also be offset by the value of benefits to which the Participant is entitled under any other retirement plan (other than the Qualified Pension Plan or the Qualified Defined Contribution Plan) to which the Company or an affiliate of the Company contributed.

(b) Adjustments.

(1) To the extent that a Participant's Retirement Benefit under a Qualified Pension Plan is recalculated as a result of an amendment to such Qualified Pension Plan in order to increase the amount of his Retirement Benefit, the Participant's Supplemental Pension Benefit shall also be recalculated in order to properly reflect such increase in determining payments of the Participant's Supplemental Pension Benefit made on or after the effective date of such increase.

(2) Any benefit payable pursuant to this Section 3.1 shall be adjusted in accordance with new limitations, if any, established by the Internal Revenue Service on payments that may be made from the Qualified Pension Plan.

(c) Distribution of Supplemental Pension Benefit.

(1) The Supplemental Pension Benefit, as determined in accordance with this Section 3.1, shall be payable in monthly increments as of the first day of the month concurrently with and in the same manner as the Participant's Retirement Benefit under the Qualified Pension Plan. Notwithstanding the foregoing, if the Participant's Supplemental Pension Benefit, as calculated in the form of a life annuity, is less than $50 per month, then the present value of the Supplemental Pension Benefit may be paid in a lump sum or the Supplemental Pension Benefit may be paid in quarterly, semi-annual, or annual payments, as the Committee may designate.

(2) Pre-Retirement Survivor's Benefit. If a Participant dies while employed by the Employer and his Beneficiary is eligible for the pre-retirement survivor's benefit under the Qualified Pension Plan, his Beneficiary shall be entitled to receive a survivor's benefit from this Plan calculated in the same manner and payable at the same time as the pre-retirement survivor's benefit under the Qualified Pension Plan.

(3) Post-Retirement Survivor's Benefit. If a Participant dies after Supplemental Pension Benefit payments have begun, his Beneficiary shall be entitled to receive a survivor's benefit from this Plan calculated in the same manner and payable at the same time as the post-retirement survivor's benefit under the Qualified Pension Plan.

(4) Termination of Employment. Except as provided in Article IV of this Plan, if a Participant's employment with the Employer terminates for a reason other than death before his Earliest Retirement Date, no Supplemental Pension Benefit will be payable from this Plan.

3.2 Supplemental Thrift Benefit.

(a) Benefit.

(1) If a Participant elects to contribute to the Qualified Defined Contribution Plan of the Employer, he may be entitled to a Supplemental Thrift Benefit determined under this Section 3.2. An Account shall be established for the Participant by the Employer, as of his initial Plan Year of participation in this Plan. Each Plan Year, such Account shall be credited with hypothetical contributions equal to the amount that: i) the Employer is prohibited from contributing as a matching contribution under the Qualified Defined Contribution Plan on behalf of the

Participant as a result of the limitations imposed by Code Sections
401(a)(17), 401(k), 401(m), 402(g) and 415 or ii) the Employer is prohibited from contributing as a matching contribution under the Qualified Defined Contribution Plan on behalf of the Participant solely on account of the fact that deferred compensation is not considered eligible pay for purposes of the Qualified Defined Contribution Plan. If the Participant does not have a valid pre-tax or after-tax deferral election on file under the Qualified Defined Contribution Plan for a particular pay period, no amounts shall be credited to the Participant's Account with respect to such pay period. All amounts so credited to the Account of the Participant shall be deemed to be invested in the Company Stock fund at the same time and at the same share cost that such amounts would have been so invested if they had been contributed by the Employer to the Qualified Defined Contribution Plan. In addition, such Account shall be credited with such additional hypothetical shares as could be purchased with the dividends which would have been payable if the credited shares had been outstanding.

(2) In no event shall the sum of total matching contributions under the Qualified Defined Contribution Plan and hypothetical contributions under this Plan exceed three percent of the Participant's eligible compensation as defined for purposes of the Qualified Defined Contribution Plan, but without regard to compensation deferred under the Deferred Compensation Plan and the limits of Code Section 401(a)(17).

(b) Distribution of Supplemental Thrift Benefit.

(1) Distribution of the total value of an Account of a Participant shall be received by the Participant when he is no longer an Employee in accordance with this Section 3.2(b)(1) or shall be received by the Beneficiary of a deceased Participant in accordance with Section
3.2(b)(2). A Participant may elect to receive such a distribution upon his permanent and total disability as determined by the Committee (according to such elections as may be prescribed by the Committee). Distributions shall be made in the form of lump sum cash payments, or in such other form as the Committee may approve. Distribution of a Participant's Account shall be comprised of the cash value of the sum of the hypothetical shares of Company Stock, if any, credited to the Account in accordance with Section 3.2(a) plus the cash value of hypothetical contributions and dividends which have accrued since the most recent Valuation Date as defined in the Qualified Defined Contribution Plan. The value of the hypothetical shares of Company Stock shall be determined using the highest Market Price between the fifteenth day of the month of termination of the Participant and the first working day in the month following termination. Payment shall be made to the Participant or Beneficiary as soon as administratively feasible, but not later than one year, following the termination of the Participant's employment. If any benefits payable to, or on behalf of, a Participant are not claimed for a period of seven years from the date of entitlement as determined by the Committee, the value of the Account shall revert to the Company. In the event that a Participant resumes

his employment prior to the distribution of the value of his Account, the distribution shall not be made, and no subsequent distribution shall be made until the reemployed Participant again ceases to be an Employee.

(2) Upon the death of a Participant, the total value of his Account as calculated in Section 3.2(a)(1) above shall be paid to his designated Beneficiary or Beneficiaries. If there is no surviving Beneficiary, the value will be disposed of as designated by the will of a Participant, or by the applicable intestate statute.

(3) The Committee in its sole discretion upon application made by the Participant, a designated Beneficiary, or their legal representative, may determine to extend or otherwise make payments in a manner different from manner provided above in the event of a Participant's death or total disability (as determined by the Social Security Administration).

3.3 Change in Control.

In the event of a Change in Control, while this provision remains in effect, no amendment will thereafter be made to this Section for a period of at least two consecutive years following the date when the Change in Control occurs. The enhancement of benefits described in this Section is conditional upon this
Section remaining in effect until a Change in Control occurs, and is not part of any Participant's accrued benefit as defined in the Qualified Pension Plan. If any Participant's employment terminates for any reason whatsoever during the two consecutive year period which begins on the date when a Change in Control occurs, the change of control provisions in the Qualified Pension Plan will apply.

ARTICLE IV
VESTING AND FORFEITABILITY

4.1 Forfeitability of Supplemental Pension Benefit.

(a) Except as provided in subsection (c) of this Section 4.1, all rights to the portion of the Supplemental Pension Benefit described in Section 3.1(a)(i) above shall be extinguished and forfeited if a Participant terminates employment with the Employer prior to his Earliest Retirement Date for any reason other than death, unless otherwise expressly provided in writing by the Compensation Committee of the Board of Directors.

(b) All rights to the portion of the Supplemental Pension Benefit described in
Section 3.1(a)(ii) above shall be extinguished and forfeited if a Participant terminates employment with the Employer prior to becoming vested in his Retirement Benefit under the Qualified Pension Plan. If a Participant is fully vested in his Retirement Benefit under the Qualified Pension Plan, he shall be fully vested in the portion of the Supplemental Pension Benefit described in Section 3.1(a)(ii), but the portion of the Supplemental Pension Benefit described in Section 3.1(a)(i) shall still be subject to the conditions described in Section 4.1(a).

(c) Participants on December 31, 1993.

Notwithstanding anything in this Plan to the contrary, each Employee who is a Participant in the Plan as of December 31, 1993 shall be deemed vested in the portion of his Supplemental Pension Benefit, if any, calculated as of December 31, 1993 (based on his compensation and years of benefit service as of such date and assuming that he is vested under the Qualified Pension Plan of the Employer), and such benefit under the Plan shall not be subject to forfeiture under Section 4.1(a). If the Participant terminates employment with the Employer before his Earliest Retirement Date, such vested benefit shall be payable in monthly increments on the first day of the month concurrently and in the same manner as the Participant's Retirement Benefit under the Qualified Pension Plan, or if no Retirement Benefit is payable from the Qualified Pension Plan, then in monthly increments commencing on the first day of the month following the Participant's Earliest Retirement Date. Such monthly benefit shall be reduced, using the same reduction factors as are in use under the Qualified Pension Plan for a vested terminated participant, for each month by which the Participant's first payment under this Plan precedes the first day of the month on or after the Participant attains age 65. If the Participant's Supplemental Pension Benefit is less than $50 per month, as calculated in the form of a life annuity, the present value of the Supplemental Pension Benefit may be paid in a lump sum or the Supplemental Pension Benefit may be paid in quarterly, semi-annual, or annual payments, as the Committee may designate.

4.2 Forfeitability of Supplemental Thrift Benefit.

The Supplemental Thrift Benefit shall become vested and nonforfeitable according to the same terms as the Company matching contribution under the Qualified Defined Contribution Plan. All rights to the Supplemental Thrift Benefit shall be extinguished and forfeited to the extent the Participant's Company matching contributions under the Qualified Deferred Compensation Plan are not vested at the time the Participant terminates employment. If a Participant's Company matching contributions under the Qualified Defined Contribution Plan are fully vested, his Supplemental Thrift Benefit shall also be fully vested. If a Participant's Company matching contributions under the Qualified Defined Contribution Plan are non-vested or a percentage of such contributions are vested, his Supplemental Thrift Benefit shall be considered vested in the same proportion as the Company matching contributions are vested under the Qualified Defined Contribution Plan.

4.3 Non-Competition.

Notwithstanding the foregoing, any benefits under this Plan which a Participant is receiving shall cease, and all rights under the Plan shall be extinguished, if a Participant terminates employment with the Employer and without the Employer's consent is subsequently (i) employed by or in any manner provides services for any business organization that is in direct competition with the Employer, or (ii) personally engages in direct competition with the Employer. If a court of competent jurisdiction finds that the restrictions provided for in
(i) and (ii) are unenforceable,

then such benefits shall be forfeited if a Participant competes either as an employee or directly in the widest geographical area and for the longest period of time that are legally enforceable.

ARTICLE V
ADMINISTRATION

5.1 Committee.

(a) The Committee shall consist of not less than five members, who may or may not be officers or employees of the Company or a Participating Subsidiary. Each Committee member shall be appointed by and serve at the pleasure of the Company's Vice President of Human Resources (VPHR).

(b) Removal, Resignation, Successor. The VPHR shall have the right to remove any member of the Committee at any time. A member may resign at any time by written resignation to the VPHR. If a vacancy in the Committee should occur, a successor may be appointed by the VPHR.

(c) Organization. The VPHR will designate a Committee member as the chairman to preside at each meeting. In the event of the chairman's absence at any meeting, the members present will select one of their members to serve as acting chairman. The Committee will appoint a secretary, who may or may not be a Committee member, to keep minutes of meetings and to perform other duties assigned by the Committee. The Committee may appoint such other officers as it deems necessary, who may or may not be Committee members. The members of the Committee will serve as such without compensation.

5.2 Committee Action.

Each action of the Committee will be taken by a majority vote of all members then in office, provided that the Committee may establish procedures for taking action by written votes (including e-mail voting) without a meeting. The Committee may, by a properly executed resolution, authorize any member or officer or any other person to sign communications and to execute documents on its behalf, and may delegate other duties and responsibilities as it considers in the best interest of the Plan.

5.3 Powers and Duties of the Committee.

The Committee shall have complete control of and sole discretion over the administration of the Plan, with all powers necessary to enable it properly to carry out its duties as set forth in the Plan, including but not limited to the following powers and duties:

(a) To construe and interpret the terms and provisions of this Plan and to determine all questions that shall arise thereunder;

(b) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(c) To maintain all records that may be necessary for the administration of the Plan;

(d) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(e) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan that are not inconsistent with the terms hereof;

(f) To employ or retain other persons, including legal counsel, to render advice with respect to any responsibility or authority being carried out by the Committee and to assist in the administration of the Plan;

(g) To appoint a Plan administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

(h) To take all actions necessary for the administration of the Plan.

5.4 Construction and Interpretation.

The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, including questions of fact, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

5.5 Information.

To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants, their death or other events which cause termination of their participation in this Plan, and such other pertinent facts as the Committee may require.

5.6 Compensation, Expenses and Indemnity.

(a) The Committee is authorized at the expense of the Company to employ such legal counsel, actuaries, accountants and other advisers as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

(b) To the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the Board of Directors and any

delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

5.7 Statements.

Under procedures established by the Committee, a Participant shall receive a statement with respect to such Participant's Supplemental Thrift Account on a regular basis, not less frequently than annually.

5.8 Disputes.

(a) Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as "Claimant") must file a written request for such benefit with the Committee, setting forth his or her claim within 90 days of the date such Claimant believes he or she was entitled to benefits under the Plan. The request must be addressed to the Committee at the Company's principal place of business.

(b) Claim Decision. Upon receipt of a claim, the Committee (or its delegate, hereinafter collectively referred to as "Committee") shall advise the Claimant that a reply will be forthcoming within 90 days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional 90 days for special circumstances. If the claim is denied in whole or in part, the Committee shall inform the Claimant in writing, setting forth: (i) the specified reason or reasons for such denial; (ii) the specific reference to pertinent provisions of this Plan on which such denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (iv) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) the time limits for requesting a review under subsection (c).

(c) Request For Review. Within 60 days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Committee review the determination of the Committee. Such request must be addressed to the Committee, at the Company's then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Claimant does not request a review within such 60-day period, he or she shall be barred and estopped from challenging the Committee's determination.

(d) Review of Decision. Within 60 days after the Committee's receipt of a request for review, after considering all materials presented by the Claimant, the Committee will inform the Claimant in writing, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the 60 day time period be extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review.

(e) Limitation of Actions. Any suit for benefits must be brought within twelve months after the date the Committee has made a final denial of the claim. Notwithstanding any other provision herein, any suit for benefits must be brought within two years after the date the claim for benefits first arose.

ARTICLE VI
MISCELLANEOUS

6.1 Unsecured General Creditor.

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company's assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of ERISA. Nothing contained in this Plan, and no actions taken pursuant to the provisions of this Plan shall create or be construed to create a trust or any kind of fiduciary relationship between the Employer and any Participant, his Beneficiary, or any other person.

6.2 Restriction Against Assignment.

The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant's Account or benefit shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant's Account or benefit be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Committee shall direct.

6.3 Tax Withholding.

There shall be deducted from each payment made under the Plan or any other compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to any payment under this Plan. The Company shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes.

6.4 Amendment, Modification, Suspension or Termination.

(a) The Committee may amend, modify, suspend or terminate the Plan in whole or in part, at any time, except that no amendment, modification, suspension or termination may retroactively adversely affect any Participant's right to a benefit which has vested under the Plan before such date.

(b) Notwithstanding anything to the contrary contained herein, with regard to any Participant who is subject to Section 16 of the Securities Exchange Act of 1934 or any Account of any such Participant, no amendment can be made to any Plan provision concerning the Supplemental Thrift Benefit relating to the amount and price of any Benefits hereunder the categories of Participants, the timing of any awards or the formula determining Benefits hereunder more than once every six months, except to comport with changes in the Code, in ERISA, or the rules thereunder.

6.5 Governing Law.

This Plan shall be construed, governed and administered in accordance with the laws of the State of Georgia, to the extent not preempted by federal law, without regard to the conflicts of law principles thereof.

6.6 Receipt or Release.

Any payment to a Participant or the Participant's Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

6.7 Payments on Behalf of Persons Under Incapacity.

In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company.

6.8 Limitation of Rights and Employment Relationship.

Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund or Account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

6.9 Headings.

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

The Coca-Cola Company Supplemental Benefit Plan is hereby amended and restated, effective as of January 1, 2002.

By: /S/ CORETHA M. RUSHING
   -------------------------------------
   Senior Vice President, Human Resources

APPENDIX A
PARTICIPATING SUBSIDIARIES
As of January 1, 2002

The Coca-Cola Export Corporation
Refreshment Products Services, Inc.
Soft Drink International, Inc.
Rocketcash LLC

EXHIBIT 10.30

[LETTERHEAD OF THE COCA-C0LA COMPANY]

October 24, 2002

CONFIDENTIAL

Mr. Carl Ware
Atlanta, Georgia 30331

Re: Your Retirement from The Coca-Cola Company (the "Company")

Dear Carl:

This is to confirm the terms of your upcoming retirement from the Company, effective as of February 1, 2003:

1. You will resign from your officership effective, January 31, 2003, and retire from the Company effective, February 1, 2003.

2. Upon your retirement, the restrictions on the 176,000 restricted shares granted to you pursuant to the 1983 Restricted Stock Plan will be released, subject to applicable tax withholdings, and delivered to you as soon as reasonably practicable thereafter, according to the terms of the 1983 Plan. You will be provided a gross-up for federal and state taxes pursuant to the terms of the 1983 Restricted Stock Plan on these shares.

3. Upon your retirement and subject to the approval of the Compensation Committee of the Company's Board of Directors, the Company will release the restrictions on the 36,000 restricted shares granted to you pursuant to the 1989 Restricted Stock Plan, and deliver such shares to you, subject to applicable tax withholdings, as soon as reasonably practicable thereafter.

4. You will forfeit the 125,000 performance-based restricted shares granted to you pursuant to the 1989 Restricted Stock Plan, in accordance with the terms of the grant.

5. As provided under the terms of the Plans, all stock options you have held in the Company since February 1, 2002 will become fully vested upon your retirement and will remain exercisable until the original expiration date stated in each plan.

Mr. Carl Ware

6. You will be eligible for payment of an Annual Incentive bonus for your performance in 2002, in accordance with the terms of the Executive Performance Program, and Executive Incentive Plan and payable when and as such bonuses are paid to other executives in the Company.

7. You will be eligible for prorated performance periods in progress under the Long Term Incentive Plan, in accordance with the terms of the Plan and payable when and as such payments are made to other executives in the Company.

8. Any payments made to you under the Executive Performance Program, the Executive Incentive Plan or the Long Term Incentive Plan will be made subject to applicable withholding taxes.

9. Upon the retirement and subject to the approval of the Compensation Committee of the Company's Board of Directors in February 2003, the Company will pay you a lump sum cash payment of $600,000, less applicable taxes, in recognition of your special service to the Company.

10. The Company will grant title and possession to you of the mobile telephones and laptop computer currently assigned to you. The fair market value of these items will be personal income to you.

11. You will become eligible to participate in all retiree medical, dental, vision and prescription drug coverage plans as of February 1, 2003, and all other benefits and opportunities normally available to retirees in good standing of the Company.

12. In the event of your death, all payments and benefits payable to you will be made in accordance with the terms of the applicable plans or, if no applicable plan, to your estate.

13. As we desire to continue to use your services as a senior advisor after your retirement, the Company will enter into a three-year consulting agreement with you, beginning March 1, 2003, at the annual rate of $225,000. The terms of our agreement will be outlined and agreed at a later date.

Mr. Carl Ware

No letter of this kind can begin to express our appreciation for the long and loyal service you have rendered to and on behalf of the Company. Please accept my personal thanks on behalf of all your many friends and colleagues at The Coca-Cola Company.

Sincerely,

/s/ Douglas N. Daft

Accepted and agreed to this

7th day of November, 2002

/s/ Carl Ware

EXHIBIT 10.31

Dated 13th March 2002

THE COCA-COLA EXPORT CORPORATION

And

OTHERS

TRUST DEED AND RULES
of
THE COCA-COLA EXPORT CORPORATION
EMPLOYEE SHARE PLAN

CONTENTS

THE TRUST DEED                                                  Page

1       Definitions and interpretation                            1
2       Trusts of the Plan                                        2
3       Notices to Participants                                   3
4       Investment                                                3
5       Borrowing                                                 4
6       Receipt of money or money's worth with
          respect to Plan Shares                                  4
7       Application of the Plan to group companies                4
8       Retention of Shares subject to Holding Period             5
9       Voting rights and directions                              5
10      Trustee's powers of delegation                            6
11      Administration                                            6
12      Trustee's indemnities and charges                         7
13      Appointment, removal and retirement of the Trustee        9
14      Residence of the trust                                    9
15      Amendments to the Plan                                   10
16      Termination of the Plan                                  10
17      Governing law                                            11
18      Construction of this Deed                                11

Provisions affecting Plan Shares                                18

1       Operation of the Plan/participation on the same terms   18
2       Participation Contract                                  18
3       Ineligibility due to participation in other share
          plans                                                 19
4       Ineligibility due to Material Interest in close
          company                                               19
5       Contributions to the Trustee                            19
6       Acquisition of Shares for the Plan                      20
7       Rights attaching to Plan Shares                         20
8       Rights issues                                           20
9       Capitalisation issues                                   21
10      Company Reconstruction                                  21
11      Events during Holding Period                            22
12      Fractional entitlements                                 23
13      Transfer of Plan Shares                                 24
14      Stamp duty                                              24
15      Notices                                                 24

16      Disputes                                                24
17      Terms of employment                                     25

Free Shares                                                     26

1       Invitation to participate                               26
2       Maximum value of Free Shares Appropriated               26
3       Performance measures and targets                        26
4       Basis of Appropriation                                  28

Partnership Shares and Matching Shares                          29

1       Invitations                                             29
2       Partnership Share Money                                 30
3       No Accumulation Period                                  30
4       Accumulation Period                                     31
5       Stopping and restarting deductions                      32
6       Withdrawal of Partnership Shares                        32
7       Number of Partnership Shares that can be acquired       33
8       Matching Shares                                         33

Reinvestment of Cash Dividends                                  35

1       Permitted reinvestment                                  35
2       Limit on dividend reinvested                            35
3       Acquisition of Dividend Shares                          36

THIS DEED is made the 13th day of March 2002

BETWEEN:

(1) THE COCA-COLA EXPORT CORPORATION whose registered office is at 1 Queen Caroline Street, London W6 9HQ ("the Company");

(2) COCA-COLA HOLDINGS (UK) LIMITED and BEVERAGE SERVICES LIMITED both of whose registered office is at 1 Queen Caroline Street, London W6 9HQ (together the "Initial Participating Companies"); and

(3) CAPITA IRG TRUSTEES LIMITED whose registered office is at Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom (the "Trustee").

WHEREAS:

(A) The Company wishes to establish an Employee Share Ownership Plan to be known as the Coca-Cola Export Corporation Employee Share Plan, approved in accordance with the provisions of Schedule 8 to the Finance Act 2000 and constituting an Employees' Share Scheme.

(B) The Plan was approved and established by the Company on 8 March 2002.

(C) The Company has agreed that the Initial Participating Companies shall be Participating Companies in the Plan and the Initial Participating Companies have agreed to be bound in all respects by this Deed and the rules contained in the Schedule to this Deed (the "Rules").

(D) The Trustee has agreed to be the original trustee of the Plan.

NOW THIS DEED WITNESSES as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions: The words and expressions used in this Deed which have capital letters have the meanings set out in Part One of the Rules.

1.2 Interpretation: The provisions of Part One of the Rules shall apply equally to this Deed.

2 TRUSTS OF THE PLAN

2.1 Payments by Participating Companies: The Participating Companies will pay to the Trustee the amounts necessary to enable the Trustee to acquire, in accordance with the Plan, Shares for and/or to be Appropriated to Qualifying Employees, together with any other amounts required to cover any liabilities incurred by the Trustee under the Plan in respect of the Participating Companies' own employees.

2.2 Application of payments: Unless otherwise stated, the Trustee will apply all monies received by it in accordance with the Plan and hold any Shares acquired and all other trust property deriving from them on the trusts declared in this Deed. In the case of any monies received for the acquisition of Free Shares or Matching Shares, the Trustee will acquire and Appropriate these Shares in accordance with the Plan. In the case of any monies received for the acquisition of Partnership Shares or Dividend Shares, the Trustee will acquire these Shares in accordance with the Plan.

2.3 Retention or sale of surplus Shares: If it is not possible to Appropriate all the Shares acquired for Appropriation as Free Shares or Matching Shares without fractional entitlements arising or if, for any other reason, the Trustee holds Shares which were acquired to be Appropriated, but which are not Appropriated, the Trustee may either retain those Shares or sell them and pay the net proceeds to the Participating Companies.

2.4 Rights attaching to unappropriated Shares: If the Trustee becomes entitled in respect of any Shares not held on behalf of a Participant to any rights to be allotted, or to subscribe for, further securities (other than an issue of capitalisation shares of the same class as specific Shares which the Trustee is about to Appropriate, which capitalisation shares shall be retained by the Trustee as Shares to be Appropriated among the Qualifying Employees on the relevant Appropriation Day), the Trustee may take up those rights or sell them for the best consideration in money reasonably obtainable at the time or sell sufficient of them nil paid to enable the Trustee to subscribe in full for the balance of any unsold rights or allow those rights to lapse.

2.5 Trusts of unappropriated Shares: The Trustee shall hold any unappropriated Shares or unutilised cash balances and any income arising from them UPON TRUST to apply the same in or towards the future purchase of Shares for the purposes of the Plan and/or their expenses of administering the Plan. The Trustee shall notify the Participating Companies from time to time of the amounts and/or number of Shares so held by it and its/their application.

2.6 Use of Shares acquired under a qualifying transfer: Any Shares acquired by the Trustee by a transfer from an employee share ownership trust which is a qualifying transfer within section 69(3AA) of the Finance Act 1989 must not be awarded as Partnership Shares and must be

included in priority to other available Shares in any award of Free Free Shares or Matching Shares made after the date of the transfer.

2.7 General duty of the Trustee in relation to Participants' Plan Shares:
Subject to Clause 8, the Trustee shall not dispose of a Participant's Plan Shares or deal with any rights, conferred in respect of any such Shares, to be allotted Shares, securities or rights of any description other than pursuant to a direction given by or on behalf of the Participant.

3 NOTICES TO PARTICIPANTS

3.1 Notice of Appropriation of Free Shares or Matching Shares: As soon as practicable after the Trustee has Appropriated Free Shares or Matching Shares, the Trustee shall notify each Qualifying Employee of the number and description of the Shares Appropriated to him, the Initial Market Value of those Shares and the Holding Period applicable to them.

3.2 Notice of acquisition of Partnership Shares: As soon as practicable after the Trustee has acquired any Partnership Shares on behalf of a Qualifying Employee, the Trustee shall notify the Qualifying Employee of the number and description of the Shares acquired, the amount of Partnership Share Money applied in acquiring them and their Market Value on the Acquisition Date.

3.3 Notice of acquisition of Dividend Shares: As soon as practicable after the Trustee has acquired Dividend Shares on behalf of a Participant, the Trustee shall notify the Participant of the number and description of the Shares acquired, their Market Value on the Acquisition Date, the Holding Period applicable to them and the amount (if any) of the cash dividend carried forward under Rule 3.3 of Part Five of the Rules.

3.4 Notice of Participant's tax liability: Where a Participant becomes liable to income tax under Schedule D Case V, Schedule E or Schedule F of the Taxes Act due to his participation in the Plan, the Trustee shall inform the Participant of any facts relevant to determining that liability.

3.5 Notice of any foreign tax deducted before dividend paid: Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustee shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid.

4 INVESTMENT

4.1 Trustee's power of investment: The Trustee may invest any monies from time to time held by it and not immediately required as if it were the absolute beneficial owner of those monies.

4.2 No duty to invest: The Trustee shall be under no duty to invest property held on trust under this Deed.

5 BORROWING

The Trustee shall have power to borrow money both to acquire Shares for the purposes of the Plan and to pay any other expenses properly incurred by the Trustee in administering the Plan.

6 RECEIPT OF MONEY OR MONEY'S WORTH WITH RESPECT TO PLAN SHARES

6.1 Obligation to pay over: Subject to Clause 6.2, the Trustee shall, as soon as practicable following its receipt of any money or money's worth in respect of or by reference to any Plan Shares, arrange for that money or money's worth to be paid to Participants in accordance with their respective entitlements.

6.2 Exceptions from obligation: Clause 6.1 shall:

(a) not apply to money's worth consisting of New Shares;

(b) be subject to the operation of Part Five of the Rules (Reinvestmentof Cash Dividends); and

(c) be subject to Clause 11.

7 APPLICATION OF THE PLAN TO GROUP COMPANIES

7.1 Extension of the Plan to Controlled Companies and/or Jointly Owned Companies: The Plan may, with the consent of the Company, be extended to any Controlled Company or Jointly Owned Company by the execution of a deed of adherence whereby that company agrees to be bound by this Deed and the Plan.

7.2 Disapplication of the Plan to Participating Companies: The Plan shall cease to apply to any company at any time when:

(a) that company becomes no longer either a Controlled Company or a Jointly Owned Company; or

(b) a notice is served by the Company upon the Trustee that the Plan shall not apply to that company

provided that the rights of Participants employed by that company to Plan Shares Appropriated o them or acquired on their behalf while that company was a Participating Company shall not be affected and provided that (in the situation referred to at (b) above) the requirement of paragraph 10(2) of Schedule 8 continues to be satisfied.

7.3 Information from Participating Companies: A Participating Company (or a former Participating Company, if appropriate) shall provide the Trustee with all information required from it for the operation of the Plan in such form as the Trustee shall reasonably require.

8 RETENTION OF SHARES SUBJECT TO HOLDING PERIOD

8.1 No disposal: Subject to Clause 8.2, the Trustee shall not dispose of any of a Participant's Free Shares, Matching Shares or Dividend Shares during the Holding Period applicable to those Shares other than at the written direction of the Participant (or his personal representatives) given under the terms of the Participation Contract.

8.2 Permitted disposals during Holding Period: Clause 8.1 shall:

(a) not apply if at the time of the disposal the Participant has ceased to be in Employment;

(b) be subject to a direction of the Participant given in accordance with Rule 11.1 of Part Two of the Rules; and

(c) be subject to Clause 11.3.

9 VOTING RIGHTS AND DIRECTIONS

9.1 Exercise of voting rights: While Plan Shares are registered in the name of the Trustee, the Trustee shall, in respect of any matter upon which, at a general meeting of The Coca-Cola Company or at a meeting of the holders of any class of shares of The Coca-Cola Company, it is entitled to exercise any voting rights attaching to those Plan Shares, invite the Participants on whose behalf those Plan Shares are held to direct it as to such exercise. The Trustee shall not be entitled in respect of Plan Shares held on behalf of Participants to vote on a show of hands unless all directions received from Participants who have given directions in respect of the particular resolution are identical. The Trustee shall not in any circumstances be under an obligation to call for a poll. If there is a poll, the Trustee shall vote only in accordance with the directions of Participants who have given directions and shall not vote in respect of Plan Shares where no directions have been received.

9.2 Voting rights attached to unappropriated Shares: The Trustee may not vote in respect of Shares it holds which are not Plan Shares.

10 TRUSTEE'S POWERS OF DELEGATION

10.1 Trustee's power to employ agents: The Trustee may, in the performance of its duties under the Plan, employ and pay any appropriate person, appoint any person as its agent to transact all or any business, and act on the advice or opinion of any professional or business person, and shall not be responsible for anything done or omitted or suffered in good faith in reliance on such advice or opinion.

10.2 Delegation of the Trustee's powers: The Trustee may, to the extent permitted by law, delegate any of its powers and duties under the Plan to any person, but no delegation made under this Clause shall divest the Trustee of its responsibilities under Schedule 8.

10.3 Nominee shareholder: The Trustee may allow any Shares to be registered in the name of an appointed nominee, provided that such Shares are registered in a designated account.

10.4 Revocation of delegation: The Trustee may at any time, and shall if directed to by the Company, revoke any delegation or arrangement made under this Clause and/or require any trust property held by another person to be returned to the Trustee.

10.5 Execution of documents: The Trustee may execute and may authorise any of its directors, officers or employees to execute on its behalf any documents in such manner as may be appropriate.

11 ADMINISTRATION

11.1 Meetings and regulations: Subject to the terms of this Deed, the Trustee may convene meetings and make such regulations as it considers appropriate for the administration of the Plan.

11.2 Duty to keep accounts and records: The Trustee shall maintain the accounts and records necessary for it to fulfil its own PAYE and other obligations under the Plan and the PAYE obligations of any Employer Company under the Plan.

11.3 Trustee's power to dispose of shares to meet its PAYE obligations: The Trustee shall, where a PAYE obligation is imposed on it under Schedule 8 as a result of a Participant's Plan Shares ceasing to be subject to the Plan (including due to the operation of this Clause), have the power to meet that PAYE obligation by:

(a) disposing of any of the Participant's Plan Shares and retaining the proceeds; or

(b) requiring the Participant to pay to it a sum equal to the amount required to discharge the PAYE obligation.

The Trustee may dispose of a Participant's Plan Shares under Clause 11.3(a) by itself acquiring some or all of those Shares for the purposes of the Plan.

11.4 Trustee to pay Employer Company: If as a result of a Participant's Plan Shares ceasing to be subject to the Plan a Participant is chargeable to income tax under Part X of Schedule 8 and an obligation to make a PAYE Deduction arises in respect of that charge the Trustee shall, subject to Clauses 11.6 and 11.7, pay to the Employer Company a sum sufficient to enable it to discharge that obligation.

11.5 Payment to Employer Company of Capital Receipts: If the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of which a Participant is chargeable to income tax in accordance with Part X of Schedule 8, the Trustee shall pay to the Employer Company out of that sum of money an amount equal to that on which income tax is payable.

11.6 Payment by Participant to Employer Company: Clause 11.4 shall not apply if the relevant Participant is required to pay to his Employer Company a sum that is sufficient to enable it to discharge the obligation.

11.7 No Employer Company: In any case under Clause 11.4 or Clause 11.5, as appropriate, where:

(a) there is no Employer Company; or

(b) the Inland Revenue have directed under paragraph 95(7) or 96(3), as appropriate, of Schedule 8 that it is impracticable for the Employer Company concerned to make a PAYE Deduction,

Clause 11.4 or Clause 11.5, as appropriate, shall not apply and the Trustee shall make a PAYE Deduction in respect of an amount equal to that on which income tax is payable, as if the Participant were a former employee of the Trustee.

12 TRUSTEE'S INDEMNITIES AND CHARGES

12.1 Trustee's indemnity: The Participating Companies agree to keep the Trustee fully indemnified against any liability arising out of or in connection with the Plan. However, the Trustee shall not be indemnified or exonerated in respect of any fraud, negligence or wilful default on its part or its agents' or any of their officers' or employees' parts. The Trustee shall have the benefit of any indemnities conferred upon trustees by law.

12.2 Accounting for benefits received by the Trustee: Neither the Trustee nor any of its officers or employees shall be liable to account to Participants for any benefit received under the Plan. Neither

the Trustee nor any officer or employee of the Trustee shall be liable to account to other Participants for any profit derived by him as a Participant.

12.3 Trustee's remuneration: Any person acting as a trustee in the course of any profession or business carried on by him may charge and be paid such reasonable charges for so acting as shall from time to time be agreed between him and the Company.

12.4 Permitted dealings of the Trustee: The Trustee (and any director or officer of a body corporate or a trust corporation acting as a trustee) shall not, on its own account:

(a) be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of The Coca-Cola Company, the Company, any Controlled Company or Jointly Owned Company or any other company in the shares of which The Coca-Cola Company, the Company, any Controlled Company or any Jointly Owned Company may be interested;

(b) be precluded from entering into any contract or other transaction with The Coca-Cola Company, the Company, any Controlled Company or Jointly Owned Company or any other company, or from being interested in any such contract or transaction; or

(c) be in any way liable to account to The Coca-Cola Company, the Company or any Controlled Company or Jointly Owned Company or any Participant for any amount obtained by it from such acquisition, holding, dealing, contract or transaction, whether or not in connection with its duties under this Deed.

12.5 Reliance on information provided: The Trustee shall be entitled, in the absence of manifest error, to rely without further enquiry on:

(a) information supplied to it by any Participating Company for the purposes of the Plan; and

(b) any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company or by any Participant.

12.6 Exclusion of liability: The Trustee shall not be liable or responsible for any loss, liability or increased liability of a Participant arising out of the failure of the Participant to give a direction to the Trustee or to give a direction within a particular time or, if the Participant has directed the Trustee to use its discretion, arising out of the bona fide exercise by the Trustee of that discretion.

12.7 Insurance: The Trustee may insure against any loss caused by it or by any of its employees, officers, agents or delegates under the Plan. It may also insure itself and any of these persons against liability for breach of trust not involving wilful wrongdoing or fraud of the Trustee or the

person concerned. Except in the case of a paid trustee, the insurance premiums may be paid from the Plan assets.

13 APPOINTMENT, REMOVAL AND RETIREMENT OF THE TRUSTEE

13.1 Number of trustees: There shall at all times be in office at least two trustees or a corporate trustee.

13.2 Appointment and removal of trustees: The Company may at any time by notice in writing:

(a) appoint a new (or additional) trustee, including a corporate trustee (to the exclusion of the trustee's statutory power of appointment); and

(b) remove a trustee from office (but not so as to leave in office fewer than two trustees or a corporate trustee), without assigning any reason for its removal which (in the absence of a date specified in the notice) shall take effect immediately.

13.3 Appointment and removal on cessation of the Company's existence: If the Company ceases to exist then its powers of appointment and removal shall be vested in the Trustee except that if the Company ceases to exist in connection with a Company Reconstruction or takeover, then such powers shall be vested in the successor company (or, if more than one, such successor company as the Company shall nominate).

13.4 Retirement of the Trustee: The Trustee may retire as a trustee by giving to the Company written notice which shall take effect at the end of three months (or another period agreed with the Company) from the date of that notice, provided that this will leave at least two trustees in office or a corporate trustee. Where the retiring Trustee is a sole corporate trustee, if the Company does not appoint a new trustee within three months of the date of such retirement, then the Trustee may appoint a successor trustee. The Trustee shall not be responsible for any costs caused by its retirement but shall do all things necessary to give proper effect to its retirement.

13.5 Transfer of trust property: Immediately on removal or retirement, the Trustee shall transfer all trust property held by it to the continuing and/or any successor trustee and deliver all documents in its possession relating to the Plan as the Company may direct. If it does not do so, the continuing trustee may do so on its behalf

13.6 Participant as trustee: A person shall not be disqualified from acting as a trustee or an officer or employee of a trustee because he is or was an officer or employee of The Coca-Cola Company, the Company or of a Participating Company or is or was a Participant.

14 RESIDENCE OF THE TRUST

For so long as the Plan is to be approved by the Inland Revenue under Schedule 8, the Trust, and every trustee, shall be resident for tax purposes in the United Kingdom.

15 AMENDMENTS TO THE PLAN

15.1 Company's power to amend: Subject to Clause 15.2, the Company may, with the Trustee's consent, amend the Plan in any manner it thinks fit (with any amendment being binding on the Trustee and all Participating Companies and Participants) but so that no purported amendment shall be effective if:

(a) it would cause the Plan to cease to be an Employees' Share Scheme;

(b) it would materially adversely affect the rights of a Participant in respect of his Plan Shares unless it is made with his written consent; or

(c) it would offend the rule against perpetuities.

15.2 Inland Revenue approval: If, and so long as, the Plan is approved by the Inland Revenue under Schedule 8, no amendment to any key feature of the Plan (for the purposes of paragraph 118(2)(b) of Schedule 8) shall have effect unless such amendment has been approved by the Inland Revenue.

15.3 Notice to the Trustee: Written notice of any amendment made in accordance with this Clause 15 shall be given to the Trustee.

16 TERMINATION OF THE PLAN

16.1 The Plan shall terminate:

(a) in accordance with a Plan Termination Notice issued by the Company to the Trustee under paragraph 120 of Schedule 8; or

(b) if earlier, on the expiry of the Trust Period.

16.2 The Company shall immediately upon executing a Plan Termination Notice provide a copy of the notice to the Trustee, the Inland Revenue and each individual who has Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the notice was issued.

16.3 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period, paragraph 121 of Schedule 8 shall have effect.

16.4 Any Shares or other assets which remain undisposed of after the requirements of paragraph 121 of Schedule 8 have been complied with shall be held by the Trustee upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportions, having regard to their respective contributions, as the Trustee shall in its absolute discretion think fit.

17 GOVERNING LAW

This Deed shall be governed by and construed in accordance with the law of England.

18 CONSTRUCTION OF THIS DEED

The Rules shall be treated as part of this Deed.

IN WITNESS whereof this Deed has been executed and delivered as a deed by the parties on the date which first appears on page 1.

SCHEDULE

RULES OF THE COCA-COLA EXPORT CORPORATION
EMPLOYEE SHARE PLAN

PART ONE

DEFINITIONS AND INTERPRETATION

The words and expressions used in the Plan which have capital letters have the meanings set out below. Words and expressions not otherwise defined have the same meanings as they have in the Taxes Act. In the Plan:

(a) the headings are for the sake of convenience and should be ignored when construing it;

(b) references to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any subordinate legislation made under them; and

(c) unless the context requires otherwise, words in the singular include the plural and vice versa and words imputing either gender include both genders.

"Accumulation Period" in respect of Partnership Shares, the period during which a Qualifying Employee's Partnership Share Money is accumulated before it is used to acquire Partnership Shares or is repaid to that employee;

"Acquisition Date" in respect of Partnership Shares, the date determined under Rule 3.1 or Rule 4.3 of Part Four of these Rules as appropriate and, in respect of Dividend Shares, the date determined under Rule 3.1 of Part Five of these Rules;

"Appropriation" the allocation to a Qualifying Employee of a beneficial interest in Free Shares or Matching Shares (and references to "Appropriate" or "Appropriated" shall be read accordingly);

"Appropriation Day" a day on which Free Shares or Matching Shares are Appropriated to a Qualifying Employee;

"Appropriation Year" a Year of Assessment during which an Appropriation of Shares is or is intended to be made;

"Associated Company" the meaning given in paragraph 126 (as extended by paragraph 127) of Schedule 8;

"Award Date" the date on which an Appropriation is made and/or Partnership Shares or Dividend Shares are acquired on behalf of a Qualifying Employee;

"Capital Receipt" the meaning given in paragraph 79 of Schedule 8;

"the Company" the meaning given in the Deed;

"Company Reconstruction" has the meaning given to it in Rule 10 of Part Two of these Rules;

"Connected Company" (a) the Company, (b) a company which Controls or is Controlled by the Company or is Controlled by a company which also Controls the Company, and (c) a company which is a Member of a Consortium owning the Company or which is owned in part by the Company as a Member of a Consortium;

"Continuous Employment" continuous employment (within the meaning given in the Employment Rights Act 1996) by an individual with one or more companies each of which is a qualifying company, within the meaning of paragraph 14 of Schedule 8;

"Control" unless otherwise indicated, control within the meaning given in section 840 of the Taxes Act (and references to "Controls" or "Controlled" shall be read accordingly);

"Controlled Company" any company (being a body corporate) which is a Subsidiary and is under the Control of the Company;

"Dealing Day" any day on which the New York Stock Exchange is open for business;

"the Deed" this trust deed as amended from time to time;

"Dividend Shares" Shares acquired by the Trustee on behalf of a Participant under Part Five of these Rules;

"Eligible Employee" an individual who:

(a) is in Employment with a Participating Company, chargeable to tax in respect of that Employment under Case I of Schedule E and has such Qualifying Period (if any) as the Company may determine; or

(b) if paragraph (a) above does not apply, is in Employment with a Participating Company and nominated to participate by the Company (or is a member of a category of persons in such Employment which is nominated to participate by the Company) subject to having such Qualifying Period (if any)

unless the individual is ineligible to participate in the Plan by virtue of Rule 3 or Rule 4 of Part Two of these Rules;

"Employee Share Ownership Plan" an employee share ownership plan approved under Schedule 8 and established by a Connected Company;

"Employees' Share Scheme" the meaning given in section 743 of the Companies Act 1985;

"Employer Company" the company (if any) of which a Participant is an employee when, as appropriate, either (a) his Plan Shares cease to be subject to the Plan, or (b) the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of his Plan Shares and to which the PAYE Regulations apply at that time;

"Employment" employment with a Participating Company or (unless otherwise stated) with another Associated Company of the Company;

"Exchange Rate" for any day, the average of the buying and selling prices at close UK Pounds for US Dollars spot rates for that day as published in the Financial Times newspaper (or such other publication as is selected by the Trustee for the purpose of the Plan);

"Free Shares" Shares Appropriated to a Qualifying Employee under Part Three of these Rules;

"Holding Period" with respect to:

(a) an Appropriation of Free Shares or Matching Shares, the period specified by the Company for that Appropriation during which those Shares will be held by the Trustee, which must be not less than three years nor more than five years from the Appropriation Day (or such other period(s) as may from time to time be required or permitted under Schedule 8); and

(b) Dividend Shares, the period of three years from their Acquisition Date (or such other period as may from time to time be required or permitted under Schedule 8);

"Initial Market Value" in relation to any Appropriation of Shares, their Market Value on the Appropriation Day. Where Shares are subject to restrictions or risk of forfeiture (as that term is defined in paragraph 24(3) of Schedule 8) such Market Value shall be determined as if there were no such restrictions or risk;

"Initial Participating Companies" the meaning given in the Deed;

"Jointly Owned Company":

(a) any company of which 50 per cent. of its issued share capital is owned by the Company and/or any Subsidiary and 50 per cent. of its issued share capital is owned by another person; and

(b) any company under the Control of any such jointly owned company;

"Market Value" in relation to a Share, on any day, the average of the high and low prices of a Share of the same class on the New York Stock Exchange at close of business for the immediately preceding Dealing Day converted into UK Pounds at the Exchange Rate for that preceding Dealing Day; provided that if all Plan Shares comprised in an Appropriation or acquisition on behalf of Participants are purchased on the market on their Award Date, "Market Value" shall mean the average of the purchase prices of such Plan Shares expressed in UK Pounds;

"Matching Shares" Shares Appropriated under Part Four of these Rules;

"Material Interest" the meaning given in paragraphs 17 to 19 of Schedule 8;

"Member of a Consortium" the meaning given in paragraph 129(4) of Schedule 8;

"New Shares" the meaning given in Rule 10 of Part Two of these Rules;

"NICs" National Insurance contributions;

"Participant" any person on whose behalf the Trustee holds Plan Shares;

"Participating Companies":

(a) the Initial Participating Companies (while they remain bound by the Deed);

(b) any Controlled Company which, pursuant to Clause 7.1 of the Deed, participates in the Plan; and

(c) any company which is a Jointly Owned Company and which, pursuant to Clause 7.1 of the Deed, participates in the Plan;

"Participation Contract" a contract complying with Rule 2 of Part Two of these Rules;

"Partnership Shares" Shares acquired by the Trustee on behalf of a Qualifying Employee under Part Four of these Rules;

"Partnership Share Agreement" a contract complying with Rule 2 of Part Two and Rule 1 of Part Four of these Rules;

"Partnership Share Money" money deducted from a Qualifying Employee's Salary under a Partnership Share Agreement;

"PAYE Deduction" a deduction required by regulations made under section 203 of the Taxes Act;

"PAYE Regulations" the meaning given in section 203L(3) of the Taxes Act;

"Performance Unit" any individual, team or divisional or corporate unit the Company may determine with respect to an Appropriation to be made under Rule 1 of Part Three of these Rules;

"Permitted Cessation" ceasing to be in Employment because of:

(a) injury or disability;

(b) Redundancy;

(c) a transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 1981 apply;

(d) a change of Control or other circumstances in consequence of which the company by which the Participant is employed ceases to be an Associated Company of the Company;

(e) retirement on or after reaching the age of 50; or

(f) death;

"Plan" The Coca-Cola Export Corporation Employee Share Plan established by the Deed and these Rules;

"Plan Shares" Free Shares, Partnership Shares, Matching Shares, Dividend Shares and/or, where appropriate, New Shares, which are held by the Trustee on behalf of the Participants to whom they have been Appropriated or on whose behalf they have been acquired;

"Plan Termination Notice" a notice issued under paragraph 120 of Schedule 8;

"Profit Sharing Scheme" a profit sharing scheme approved under Schedule 9 to the Taxes Act and established by a Connected Company;

"Qualifying Corporate Bond" the meaning given in section 117 of the Taxation of Chargeable Gains Act 1992;

"Qualifying Employee" an Eligible Employee who has entered into a Participation Contract or Partnership Share Agreement, as appropriate;

"Qualifying Period" the period (if any) of Continuous Employment determined by the Company with respect to any operation of the Plan, being, in the case of Free Shares, a period starting not earlier than 18 months before the relevant Appropriation Day, in the case of Partnership Shares or Matching Shares where the Partnership Share Agreement provides for an Accumulation Period a period starting no earlier than six months before the start of the Accumulation Period and in the case of Partnership Shares or Matching Shares where the Partnership Share Agreement does not provide for an Accumulation Period, a period starting no earlier than 18 months before the date on which the relevant Partnership Share Money is deducted;

"Redundancy" the meaning given in the Employment Rights Act 1996;

"Restricted Performance Measures" performance measures as defined in Rule 3.3 of

Part Three of these Rules;

"Salary" the meaning given in paragraph 48 of Schedule 8;

"Schedule 8" Schedule 8 to the Finance Act 2000;

"Share" a share in the capital of The Coca-Cola Company which satisfies the conditions specified in Part VIII of Schedule 8;

"Subsidiary" any company which is a subsidiary (as defined by section 736 of the Companies Act 1985) of the Company;

"the Taxes Act" the Income and Corporation Taxes Act 1988;

"The Coca-Cola Company" The Coca-Cola Company whose principal office is at [PO Box 1734, Atlanta, Georgia 30301, United States of America], by whatever name known from time to time;

"Trustee" the trustee referred to in the Deed or such other person or persons resident in the United Kingdom who is or are the trustee or trustees from time to time of the Plan;

"Trust Period" the period of 80 years beginning with the date of the Deed;

"Unrestricted Performance Measures" performance measures as defined in Rule 3.4 of Part Three of these Rules; and

"Year of Assessment" the meaning given in section 832 of the Taxes Act.

PART TWO

PROVISIONS AFFECTING PLAN SHARES

1 OPERATION OF THE PLAN/PARTICIPATION ON THE SAME TERMS

1.1 Company's discretion: The Plan shall be operated at the discretion of the Company.

1.2 Participation on the same terms: Subject to Rules 3.3 and 3.4 of Part Three of these Rules, every Eligible Employee must be invited to participate in the Plan in respect of any Appropriation of Shares or acquisition of Shares on their behalf on the same terms, and those who participate must do so on the same terms.

1.3 Permitted factors: The fact that participation at any operation of Part Three of these Rules may be by reference to an Eligible Employee's remuneration, length of service or hours worked shall not infringe Rule 1.2 unless, where more than one of these three factors is used, paragraph 9(4) of Schedule 8 is not complied with.

2 PARTICIPATION CONTRACT

2.1 Holding Period: A Participation Contract (which shall include a Partnership Share Agreement which provides for the Appropriation of Matching Shares) shall specify the Holding Period applicable to the Free Shares (or Matching Shares or Dividend Shares, if applicable) to which it relates and shall, subject to its provisions, bind the Eligible Employee in contract with the Company:

(a) to permit any Plan Shares which are subject to a Holding Period and Appropriated to him or acquired on his behalf to remain in the hands of the Trustee throughout the Holding Period applicable to them; and

(b) not to assign, charge or otherwise dispose of his beneficial interest in any of those Plan Shares during their Holding Period.

2.2 Forfeiture: A Participation Contract shall, if the Company so decides, state in respect of the Appropriation of Free Shares (or in the case of a Partnership Share Agreement of Matching Shares) to which it relates the extent (if any) to which those Shares will be forfeited if other than in the event of Permitted Cessation:

(a) the Participant ceases to be in Employment;

(b) the Participant withdraws the Shares from the Plan; or

(c) in the case of Matching Shares only, the Participant withdraws the Partnership Shares in respect of which those Matching Shares were Appropriated to him

before the expiry of the period (not exceeding three years) from the Appropriation Day of the relevant Shares specified in the Participation Contract. If any Shares are forfeited, a Participant shall cease to be beneficially entitled to those Shares.

3 INELIGIBILITY DUE TO PARTICIPATION IN OTHER SHARE PLANS

3.1 Free Shares: An individual shall not be eligible to receive an Appropriation of Free Shares in any Year of Assessment in which shares have been (or are at the same time to be) appropriated to him under a Profit Sharing Scheme or in which he has participated (or is at the same time to participate) in another Employee Share Ownership Plan.

3.2 Partnership Shares or Matching Shares: An individual shall not be eligible to participate in an invitation for Partnership Shares or Matching Shares in any Year of Assessment in which he has participated (or is at the same time to participate) in another Employee Share Ownership Plan.

3.3 Deemed participation: For the purposes of Rule 3.1 and Rule 3.2 an individual shall be treated as having participated in an Employee Share Ownership Plan if he would have received Free Shares under that plan but for the failure to meet a performance target.

4 INELIGIBILITY DUE TO MATERIAL INTEREST IN CLOSE COMPANY

An individual shall not be eligible to participate in the Plan at any time when he has (or has within the preceding 12 months had) a Material Interest in The Coca-Cola Company (being a close company) or, if The Coca-Cola Company is a close company, in any company which Controls The Coca-Cola Company or is a Member of a Consortium which owns The Coca-Cola Company. Paragraphs 15(2) and 20 to 22 of Schedule 8 shall apply to determine whether an individual is regarded as having or having had a Material Interest for the purposes of this Rule 4.

5 CONTRIBUTIONS TO THE TRUSTEE

Any contributions to be made to the Trustee to enable an acquisition of Shares to be made by the Trustee for Appropriation on any Appropriation Day shall be made within a sufficient time to allow for that Appropriation.

6 ACQUISITION OF SHARES FOR THE PLAN

Acquisition of Shares: The Trustee, upon the direction of the Company, shall acquire Shares to be Appropriated as Free Shares or Matching Shares or to be acquired as Partnership Shares or Dividend Shares either by acquiring authorised but unissued Shares or treasury Shares from The Coca-Cola Company or by purchasing Shares on the market or otherwise.

7 RIGHTS ATTACHING TO PLAN SHARES

Rights attaching to Plan Shares: Where the Trustee Appropriates or acquires Plan Shares a proportion of which rank for any dividend or other distribution or other rights attaching to Shares by reference to a record date preceding the relevant Appropriation Day or Acquisition Date and a proportion of which do not, then the Shares to be allocated to each Qualifying Employee shall, so far as practicable, be in the same proportions of Shares with and without the rights.

8 RIGHTS ISSUES

8.1 Instructions to the Trustee: Whenever any rights to be allotted any shares or securities (on payment) or rights of any description are granted in respect of Plan Shares, each Participant shall be notified by the Trustee of the rights relating to his Plan Shares. Each Participant may direct the Trustee and the Trustee may then, in accordance with such directions, do one or more of the following:

(a) subject to the provision by the Participant of any necessary funds, take up or sell all or any of the rights or allow them to lapse; and/or

(b) sell rights nil paid to the extent necessary to enable the Trustee to subscribe in full for the balance of any unsold rights.

The Participant's directions may be of particular or general application and may relate to Plan Shares acquired before and after the date of the rights issue.

8.2 Period for giving directions: The Trustee shall act upon any such directions received by it not less than five Dealing Days before the expiry of the period allowed for the exercise of any such rights. If any Participant has not by that time given directions to the Trustee with regard to those rights and, if appropriate, provided any funds necessary for the purpose, the Trustee shall allow the rights to lapse. Any Capital Receipt received in consequence of the non-exercise or sale of any rights shall be dealt with by the Trustee in accordance with Clause 11.5 of the Deed.

8.3 New Shares: Any shares, securities or rights taken up by the Trustee on behalf of any Participant under Rule 8.1(b) shall, subject to Rule 13 and provided that the right to so take up shares, securities or other rights was conferred in respect of all the ordinary shares in The Coca-Cola Company, form part of the Participant's Plan Shares and shall be deemed to have been Appropriated to or acquired on behalf of the Participant in the same way and at the same time as the Participant's Plan Shares in respect of which they are allotted.

8.4 Trustee's indemnity: Nothing in this Rule shall require the Trustee to act in any manner which would involve it in any liability unless indemnified to its satisfaction by the Participant against such liability.

9 CAPITALISATION ISSUES

Where any Shares are allotted by way of capitalisation to the Trustee in respect of any Participant's Plan Shares, those Shares shall form part of that Participant's Plan Shares and be deemed to have been Appropriated to, or acquired on behalf of, the Participant in the same way and at the same time as the Participant's Plan Shares in respect of which they are allotted.

10 COMPANY RECONSTRUCTION

10.1 Company Reconstruction: This Rule applies if there occurs in relation to any of a Participant's Plan Shares (the "Original Shares") a transaction:

(a) which results in a new holding (the "New Holding") being equated with the Original Shares for the purposes of capital gains tax; or

(b) which would have that result but for the fact that what would be the new holding consists of or includes a Qualifying Corporate Bond.

Such a transaction is referred to in the Plan as a Company Reconstruction.

10.2 Excluded Shares: If, as part of a Company Reconstruction, any:

(a) redeemable shares or securities issued as mentioned in section 209(2)(a) of the Taxes Act;

(b) share capital issued in circumstances such that section 210(l) of the Taxes Act applies; or

(c) share capital to which section 249 of the Taxes Act applies,

is/are issued and a charge to income tax arises in respect of the issue, those shares shall not form part of the New Holding for the purposes of this Rule.

10.3 New Shares: In this Rule "New Shares" means, subject to Rule 10.2, shares comprised in the New Holding which were issued in respect of, or otherwise represent, the Original Shares.

10.4 Effect on Original Shares: For the purposes of the Plan:

(a) a Company Reconstruction shall be treated as not involving a disposal of the Original Shares;

(b) the date on which any New Shares are to be treated as having been Appropriated to or acquired on behalf of a Participant shall be that on which his Original Shares were so Appropriated or acquired;

(c) the conditions in Part VIII (types of share that may be used) of Schedule 8 shall be treated as fulfilled with respect to any New Shares if they were (or were treated as) fulfilled with respect to the Original Shares; and

(d) the provisions of Part X (income tax) and Part XI (capital gains tax) of Schedule 8 shall apply in relation to the New Shares as they would have applied to the Original Shares.

10.5 References to Plan Shares: Following a Company Reconstruction, references to a Participant's Plan Shares shall be construed, subject to the above provisions, as being or, as the case may be, as including, references to any New Shares.

11 EVENTS DURING HOLDING PERIOD

11.1 Takeover: A Participant may during the Holding Period of any of his Plan Shares direct the Trustee to:

(a) accept an offer for those Plan Shares (the "Original Shares") if such acceptance will result in a new holding being equated with the Original Shares for the purposes of capital gains tax;

(b) accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for those Plan Shares if the offer forms part of a general offer as mentioned in Rule 11.1(c) below;

(c) accept an offer of cash, with or without other assets, for those Plan Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his shares in The Coca-Cola Company and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of The Coca-Cola Company, within the meaning of section 416 of the Taxes Act; or

(d) agree to a transaction affecting those Plan Shares or those of them which are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i) all the ordinary share capital of The Coca-Cola Company or, as the case may be, all the shares of the class in question; or

(ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in an Employee Share Ownership Plan.

11.2 Compulsory acquisition: In the event of any Plan Shares being compulsorily acquired under sections 428 to 430F of the Companies Act 1985, the Participants concerned shall be entitled to receive notification of this from the Trustee as soon as practicable after the acquisition, and the provisions of Rules 13 and 14 shall apply with the necessary changes so far as relevant.

12 FRACTIONAL ENTITLEMENTS

12.1 Proportionate allocation: Where the Trustee receives additional rights or securities in respect of Plan Shares under a Company Reconstruction, a takeover or compulsory acquisition described in Rule 11, a capitalisation or rights issue or similar offer or invitation, the Trustee shall allocate those rights or securities amongst the Participants concerned on a proportionate basis. If that allocation gives rise to a fraction of a security or of a transferable unit of a security (in this Rule "unit"), the Trustee shall round the allocation down to the next whole unit and aggregate the fractions not allocated. The Trustee shall use its best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting from them any expenses of sale and any taxation which may be payable in respect of them) proportionately among the Participants whose allocations were rounded down, but so that any sum of less than 3 otherwise distributable to a particular Participant may be retained by the Trustee and used for the purposes of the Plan.

12.2 Allocation by reference to time of Appropriation or acquisition: In any circumstances in which the Trustee receives New Shares which form part of a Participant's Plan Shares, the Trustee shall allocate the New Shares to the Participant by reference to the relative times of Appropriation or acquisition of his Plan Shares to which they relate. If that allocation gives rise to a fraction of a New Share, the Trustee shall round the allocation up or down to the next whole unit as it, in its discretion, thinks fit.

13 TRANSFER OF PLAN SHARES

Subject to Clause 11.3 of the Deed, the Trustee shall, as soon as practicable after it is required to do so under the Plan, transfer the legal title to any Plan Shares it holds on behalf of that Participant into the name of the relevant Participant (or his nominee).

14 STAMP DUTY

Any stamp duty or other expenses involved in any transfer of Shares by the Trustee shall be payable:

(a) in the case of a transfer into the name of a Participant, by the Trustee (and reimbursed by the relevant Participating Company); and

(b) in any other case, by the transferee.

15 NOTICES

15.1 Directions to the Trustee: Any direction given to the Trustee by or on behalf of a Participant or any person in whom the beneficial interest in his Plan Shares is for the time being vested under the Plan must be given in writing and, unless given electronically, signed by the relevant person.

15.2 Notices: Any notice which the Trustee gives to any Eligible Employee, Qualifying Employee or Participant shall be in writing (including by email) and sufficiently given if delivered to him personally, by email or sent first class through the post pre-paid, in either case addressed to the Eligible Employee, Qualifying Employee or Participant at the address (or email address) last known to the Trustee (including any address supplied by the relevant Participating Company). If the notice is sent by post, it shall be deemed to have been duly given on the day following the date of posting and in the case of a notice sent by email, it shall be deemed to have been duly given when sent provided the Trustee is not thereafter notified that the email is undeliverable.

16 DISPUTES

The decision of the Company on any dispute or question affecting any Eligible Employee, Qualifying Employee or Participant under the Plan shall be final and conclusive.

17 TERMS OF EMPLOYMENT

The rights and obligations of an individual under the terms and conditions of his office or employment shall not be affected by his participation in the Plan or any right he may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any company for any reason whatsoever - whether lawful or unlawful - insofar as those rights arise, or may arise, from his ceasing to have rights under or to be entitled to the Shares under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the individual's terms of employment shall be varied accordingly.

PART THREE

FREE SHARES

1 INVITATION TO PARTICIPATE

If the Company decides that an Appropriation of Free Shares shall be made, it shall invite all Eligible Employees who are not at that time a party to a Participation Contract, to participate by issuing to them a Participation Contract. To consent to the Appropriation of Free Shares, an Eligible Employee must return the Participation Contract duly completed by the date specified in it. If the Company does not receive a Participation Contract from an Eligible Employee by the specified date, that Eligible Employee shall be deemed to have declined to participate in the Plan at that time. The Company shall specify the Holding Period for the Free Shares to be Appropriated on an Appropriation Date. The Holding Period for any Free Shares already Appropriated under the Plan cannot be changed.

2 MAXIMUM VALUE OF FREE SHARES APPROPRIATED

The maximum aggregate Initial Market Value of the Free Shares Appropriated to a Qualifying Employee in an Appropriation Year shall not exceed the maximum amount permitted by paragraph 24 of Schedule 8 from time to time.

3 PERFORMANCE MEASURES AND TARGETS

3.1 Appropriation may be subject to performance measures: An Appropriation of Free Shares may be made subject to performance measures and targets as provided for under this Rule 3.

3.2 Requirements as to performance measures: If any Appropriation of Free Shares under the Plan is to be made subject to performance measures they must be:

(a) provided for all persons who are Qualifying Employees in respect of that Appropriation;

(b) based on business results or other objective criteria;

(c) fair and objective measures of the performance of the Performance Units to which they apply;

(d) set for Performance Units where no employee is a member of more than one Performance Unit; and

(e) be either Restricted Performance Measures or Unrestricted Performance Measures.

3.3 Restricted Performance Measures: If the Company decides to Appropriate Free Shares by reference to Restricted Performance Measures, at least 20 per cent. of the Free Shares to be Appropriated must be Appropriated without reference to performance measures and shall be Appropriated on the same terms as required by Rule 1 of Part Two of these Rules. The remaining Free Shares shall be Appropriated subject to performance measures but so that, in respect of such Appropriation, the highest Appropriation made to a Qualifying Employee by reference to performance measures shall be no more than four times the highest Appropriation to a Qualifying Employee without reference to performance measures. The Free Shares awarded by reference to performance measures need not be Appropriated on the same terms as required by Rule 1 of Part Two of these Rules.

3.4 Unrestricted Performance Measures: If the Company decides to Appropriate Free Shares by reference to Unrestricted Performance Measures some or all of the Free Shares shall be Appropriated by reference to performance measures but so that:

(a) Appropriations of Free Shares to Qualifying Employees who are members of the same Performance Unit shall be made on the same terms as required by Rule 1 of Part Two of these Rules; and

(b) Free Shares Appropriated for each Performance Unit shall be treated as separate Appropriations.

3.5 Company's obligation to notify: If an Appropriation of Free Shares under the Plan is to be made subject to performance measures and targets the Company must, as soon as reasonably practicable, notify each Eligible Employee:

(a) of the performance measures and targets which will be used to determine the number or value, as appropriate, of Free Shares Appropriated to him; and

(b) in general terms of the performance measures which will be used to determine the number or value, as appropriate, of Free Shares to be Appropriated to each Qualifying Employee participating in that Appropriation.

3.6 Confidential information: In fulfilling its obligations under Rule 3.5(b) above, the Company shall not be obliged to disclose any information which it reasonably considers would prejudice commercial confidentiality.

4 BASIS OF APPROPRIATION

4.1 Free Shares - no performance measures: Free Shares to be Appropriated to Qualifying Employees without performance measures shall be Appropriated on a basis determined by the Company but so that such basis complies with Rule 1 of Part Two of these Rules.

4.2 Free Shares - performance measures: The Company shall determine in respect of any Appropriation of Free Shares to be made subject to performance measures (a) the Performance Units for that Appropriation, (b) the performance measures and targets, and (c) whether the performance measures are to be Restricted Performance Measures or Unrestricted Performance Measures.

PART FOUR

PARTNERSHIP SHARES AND MATCHING SHARES

1 INVITATIONS

1.1 Invitations to Eligible Employees: If the Company decides to give Eligible Employees the opportunity to acquire Partnership Shares, each Eligible Employee will be sent a Partnership Share Agreement under which:

(a) the Eligible Employee would authorise the relevant Participating Company to deduct part of his Salary for the purchase of Partnership Shares; and

(b) the Company would agree to arrange for Partnership Shares to be acquired on behalf of the Eligible Employee in accordance with the Plan.

To take the opportunity to acquire Partnership Shares, an Eligible Employee must return the Partnership Share Agreement duly completed by the date specified in it. If the Company does not receive a Partnership Share Agreement from an Eligible Employee by the specified date, that Eligible Employee shall be deemed to have declined to acquire Partnership Shares at that time.

1.2 Maximum deductions from Salary: The Partnership Share Agreement must stipulate the maximum amount of Partnership Share Money (or percentage of Salary) that may be deducted from an Eligible Employee's Salary and the intervals at which such deductions are to be made, but so that the maximum amount does not exceed the amount permitted from time to time by paragraph 36 of Schedule 8 and does not, in any event, exceed 10 per cent. of the Eligible Employee's Salary.

1.3 Percentage of Salary: For the purposes of Rule 1.2 above, "10 per cent. of the Eligible Employee's Salary" shall mean:

(a) if the Partnership Share Agreement does not provide for an Accumulation Period, 10 per cent. of the Salary payment from which the deduction is made; and

(b) if the Partnership Share Agreement provides for an Accumulation Period, 10 per cent. of the Salary payments over the Accumulation Period.

1.4 Minimum deductions from Salary: The Partnership Share Agreement in respect of any invitation may also stipulate that the minimum monthly amount (irrespective of the interval for deductions) to be deducted from a Qualifying Employee's Salary in pursuance of that Agreement must not be less than a specified amount which must not be greater than [British Pounds] 10.

1.5 Prescribed notice: The Partnership Share Agreement must contain a notice in a prescribed form in compliance with paragraph 38 of Schedule 8 (notice of possible effect of deductions on benefit entitlement).

2 PARTNERSHIP SHARE MONEY

Any Partnership Share Money shall be paid to the Trustee as soon as practicable following its deduction from a Qualifying Employee's Salary and shall be held by the Trustee on his behalf pending its application in accordance with Rule 3.1 or 4.3 of this Part Four, as appropriate, in an account (interest bearing or otherwise) with:

(a) an institution authorised under the Banking Act 1987;

(b) a building society; or

(c) a relevant European institution.

The Company shall determine and inform the Trustee of whether the account will be interest bearing.

If the Partnership Share Money held on behalf of a Qualifying Employee is held in an interest bearing account, the Trustee shall account for the interest to the Qualifying Employee.

3 NO ACCUMULATION PERIOD

3.1 Acquisition of Shares: Any Partnership Share Money deducted from a Qualifying Employee's Salary under a Partnership Share Agreement with no Accumulation Period will be applied by the Trustee in acquiring Partnership Shares on a date (the "Acquisition Date") set by the Trustee which is within 30 days after the deduction is made. The number of Shares acquired on behalf of a Qualifying Employee shall be determined by reference to the Market Value of the Shares on the Acquisition Date.

3.2 Surplus Partnership Share Money: Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustee may, with the agreement of the Qualifying Employee (which may be provided for in the Partnership Share Agreement), be carried forward and added to the next deduction of Salary. In any other case, it must be paid over to the Qualifying Employee (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

4 ACCUMULATION PERIOD

4.1 Accumulation Period: If the Company decides to offer an Accumulation Period in respect of an invitation to acquire Partnership Shares, the Partnership Share Agreement must specify:

(a) the length of the Accumulation Period (which cannot exceed 12 months or, if different, any period specified from time to time in paragraph 41(1) of Schedule 8);

(b) when the Accumulation Period starts (which may not be later than the date on which the first deduction of Salary is made under that Agreement); and

(c) when the Accumulation Period ends and whether the Accumulation Period will come to an end before then on the occurrence of specified event(s).

4.2 Transaction resulting in a new holding: If, during an Accumulation Period, a transaction occurs in relation to any Shares (the "original holding") to be acquired under a Partnership Share Agreement which results in a new holding of shares (the "new holding") being equated with the original holding for the purposes of capital gains tax and the Qualifying Employee so consents, the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding.

4.3 Acquisition of Shares: Subject to Rule 4.5, the Partnership Share Money deducted in respect of a Participant during an Accumulation Period must be applied by the Trustee in acquiring Partnership Shares on behalf of that Participant on a date (the "Acquisition Date") set by the Trustee which is within 30 days after the end of that Accumulation Period. The number of Shares acquired on behalf of a Qualifying Employee will be determined by reference to the lower of:

(a) the Market Value of the Shares at the beginning of the Accumulation Period; and

(b) the Market Value of the Shares on their Acquisition Date.

4.4 Surplus Partnership Share Money: Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustee may, with the agreement of the Qualifying Employee (which may be provided for in the Partnership Share Agreement), be carried forward to the next Accumulation Period. In any other case, it must be paid over to the Qualifying Employee (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

4.5 Repayment of Partnership Share Money: In any case where Partnership Share Money has been deducted in an Accumulation Period and the Qualifying Employee ceases to be in Employment with a Participating Company during that Accumulation Period the Partnership Share Money deducted in that Accumulation Period must be paid over to the Qualifying Employee (subject to

deduction of income tax under PAYE and NICs as appropriate) as soon as practicable. The Partnership Share Agreement may provide that when the Accumulation Period comes to an end on the occurrence of an event specified in the Agreement the Partnership Share Money deducted in that Accumulation Period must be paid over to the Qualifying Employee (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

5 STOPPING AND RESTARTING DEDUCTIONS

5.1 Stopping deductions: A Qualifying Employee may at any time after entering into a Partnership Share Agreement give notice in writing to the relevant Participating Company to stop deductions from his Salary under that Agreement.

5.2 Restarting deductions: A Qualifying Employee who has stopped deductions from his Salary in pursuance of a Partnership Share Agreement may subsequently give notice in writing to the relevant Participating Company to restart deductions from his Salary under that Agreement. However:

(a) any deductions that have been missed may not be made up; and

(b) where the deductions are made during an Accumulation Period, the Partnership Share Agreement may prevent a Qualifying Employee from restarting deductions more than once in that Accumulation Period.

5.3 Termination of Partnership Share Agreement: A Qualifying Employee may terminate his Partnership Share Agreement at any time by giving notice in writing to the relevant Participating Company. Where a Qualifying Employee terminates his Partnership Share Agreement, no further deductions shall be made from his Salary and any Partnership Share Money held on his behalf shall be paid over to him (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

5.4 Effect of notice under Rules 5.1, 5.2 and 5.3: Unless a later date is specified in any notice given under Rule 5.1 or 5.3 above, the relevant Participating Company must give effect to such a notice within 30 days of receiving it. Unless a later date is specified in a notice given under Rule 5.2 above, the relevant Participating Company must restart deductions under the Partnership Share Agreement no later than the date of the first deduction due under the Partnership Share Agreement more than 30 days after receipt of the notice.

6 WITHDRAWAL OF PARTNERSHIP SHARES

A Participant may withdraw his Partnership Shares from the Plan at any time.

7 NUMBER OF PARTNERSHIP SHARES THAT CAN BE ACQUIRED

7.1 Limit specified at time of invitation: The Company may specify at the time of making an invitation under Rule 1 the maximum number of Partnership Shares that can be acquired on behalf of Eligible Employees in respect of that invitation. The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be acquired:

(a) if there is no Accumulation Period, before the deduction of any Partnership Share Money under the Partnership Share Agreement; or

(b) if there is an Accumulation Period, before the beginning of the Accumulation Period under that Partnership Share Agreement.

7.2 Scaling down: If the Company receives applications for Partnership Shares in excess of the maximum number of Partnership Shares specified in respect of that invitation under Rule 7.1, then the following steps shall be taken in sequence until the excess number is eliminated:

(a) the excess of the monthly deduction chosen by each Qualifying Employee over the amount stipulated under Rule 1.4 shall be reduced pro rata;

(b) all monthly deductions shall be reduced to the amount stipulated under Rule 1.4; and

(c) Partnership Share Agreements shall be selected by lot, each based on a monthly deduction of the amount stipulated under Rule 1.4.

7.3 Modification/withdrawal and notification: If Rule 7.2 applies, each Partnership Share Agreement shall be deemed to have been modified or withdrawn in accordance with Rule 7.2 and each Qualifying Employee shall be notified accordingly.

8 MATCHING SHARES

8.1 Matching Shares - acquisition and forfeiture: If the Company decides, in conjunction with an invitation to acquire Partnership Shares, to offer Matching Shares, each Eligible Employee shall be sent a Partnership Share Agreement. The Partnership Share Agreement will state the extent (if any) to which the Matching Shares appropriated to a Participant in respect of the associated Partnership Shares will be forfeited if, other than in the event of Permitted Cessation, the Participant:

(a) ceases to be in Employment;

(b) withdraws the Matching Shares from the Plan; or

(c) withdraws the associated Partnership Shares from the Plan,

in each case within such period after the relevant Shares were Appropriated to him (not to exceed three years) as is stated in the Partnership Share Agreement.

8.2 Terms of Matching Shares: Matching Shares shall:

(a) be Shares of the same class and carry the same rights as the Partnership Shares to which they relate;

(b) be Appropriated on the same day as the Partnership Shares to which they relate are acquired on behalf of the Qualifying Employee; and

(c) in respect of any Appropriation, be Appropriated to all Qualifying Employees on exactly the same basis.

8.3 Ratio of Matching Shares to Partnership Shares: The Partnership Share Agreement under which Matching Shares are offered must specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and the circumstances and manner in which the ratio may be changed by the Company. The ratio must not exceed 2:1 (or such other ratio permitted by paragraph 51(2) of Schedule 8 from time to time) and must be applied by reference to the number of Shares. The Qualifying Employee must be informed by the Company if the ratio offered by the Company changes before Partnership Shares are acquired on his behalf under the relevant Partnership Share Agreement.

PART FIVE

REINVESTMENT OF CASH DIVIDENDS

1 PERMITTED REINVESTMENT

1.1 Mandatory or voluntary reinvestment: At the time of operating Part Three or Part Four of these Rules, the Company may decide that, subject to Rule 2 below, all cash dividends paid in respect of any Plan Shares Appropriated or acquired on behalf of a Participant as a consequence of that operation must either:

(a) be applied in acquiring Dividend Shares on behalf of the Participant; or

(b) be applied in acquiring Dividend Shares on behalf only of Participants who elect to reinvest those dividends.

If the Company decides to impose or allow such a facility under the Plan, the provisions of this Part Five of these Rules shall apply.

1.2 Dividend Shares/Holding Period: Dividend Shares shall be shares of the same class and carry the same rights as the Shares to which the cash dividend relates and may not be subject to forfeiture.

During the Holding Period, the Participant shall be bound by the terms of his Participation Contract with the Company to permit any Dividend Shares acquired on his behalf to remain in the hands of the Trustee and (subject to Clause 8 of the Deed) not to assign, charge or otherwise dispose of his beneficial interest in such Dividend Shares.

2 LIMIT ON DIVIDEND REINVESTED

2.1 Maximum amount reinvested: The amount applied under the Plan and any other Employee Share Ownership Plan in acquiring Dividend Shares for a Participant shall not exceed [British Pounds] 1,500 in any Year of Assessment (or such other amount as may be permitted from time to time under paragraph 54(1) of Schedule 8).

2.2 Surplus cash dividend: If the amount of cash dividend received by the Trustee in respect of a Participant's Plan Shares exceeds the limit specified in Rule 2.1 above for that Participant in any Year of Assessment, the excess of the cash dividend must be paid over to the Participant as soon as practicable.

3 ACQUISITION OF DIVIDEND SHARES

3.1 Time of acquisition: Subject to Rule 3.3, the Trustee must apply a cash dividend paid in respect of Plan Shares that is to be reinvested in acquiring Dividend Shares on a date (the "Acquisition Date") set by the Trustee which is a date within 30 days after the date on which the cash dividend is received by it. The Trustee must, in exercising its powers in relation to the acquisition of Dividend Shares, treat Participants fairly and equally and may, for these purposes, use any unappropriated Shares that it holds.

3.2 Number of Dividend Shares acquired: The number of Dividend Shares acquired on behalf of a Participant shall be determined in accordance with the Market Value of those Shares on their Acquisition Date.

3.3 Carry forward of uninvested amounts: Any cash dividend available for reinvestment that is not reinvested either because the amount of the dividend is insufficient to acquire a Dividend Share or because there is an amount remaining after acquiring one or more Dividend Shares on behalf of a Participant may be retained by the Trustee and carried forward and added to the amount of the next cash dividend to be reinvested for that Participant. However, any such amount retained by the Trustee must be paid over to the Participant as soon as practicable:

(a) if or to the extent that it is not reinvested within the period of three years beginning with the date on which the dividend was paid;

(b) if the Participant ceases to be in Employment prior to its reinvestment; or

(c) if a Plan Termination Notice is issued prior to its reinvestment.

For the purposes of this Rule an amount of cash dividend carried forward from an earlier cash dividend shall be treated as reinvested before an amount derived from a later cash dividend.

THE COMMON SEAL OF                      )

THE COCA-COLA EXPORT CORPORATION        )

was hereunto affixed in the presence of:)
                                                /s/ Susan E. Shaw
                                                -----------------------------
                                                Secretary


                                                /s/ Fiona K. Payne
                                                -----------------------------
                                                Authorized Signatory



THE COMMON SEAL OF                      )
COCA-COLA HOLDINGS (UK) LIMITED         )
was hereunto affixed in the presence of:)


                                                /s/ David Cullinan
                                                -----------------------------
                                                Director




                                                /s/ Jennifer Owen
                                                -----------------------------
                                                Secretary

THE COMMON SEAL OF                      )
BEVERAGE SERVICES LIMITED               )
was hereunto affixed in the presence of:)

                                                /s/ David Cullinan
                                                -----------------------------
                                                Director


                                                /s/ Jennifer Owen
                                                -----------------------------
                                                Secretary


THE COMMON SEAL OF                      )
CAPITA IRG TRUSTEES LIMITED             )
was hereunto affixed in the presence of:)

                                                /s/ David Kilmartin
                                                -----------------------------
                                                Authorised signatory



                                                /s/ John Butler
                                                -----------------------------
                                                Authorised signatory

EXHIBIT 10.32

Schedule "A"

------------------------------                          ------------------

SAVINGS PLAN                                            EMPLOYEES
                                                        SAVINGS AND
                                                        SHARE
                                                        OWNERSHIP
Effective January 1, 1990                               PLAN

1       Purpose                                                         1

2       Definitions                                                     2

3       Eligibility and Membership                                      7

4       Contributions                                                   9

5       Investment of Funds                                             12

6       Allocation and Vesting of Funds                                 15

7       Valuation of the Trust Fund                                     18

8       Designation of Beneficiary                                      20

9       Benefits for Participants                                       21

10      Method of Distribution of Benefits                              24

11      Agreements                                                      26

12      Amendments to the Plan                                          28

13      Termination of the Plan                                         29

14      General Provisions                                              30

15      Administration                                                  33

16      Construction                                                    35

1 PURPOSE

1.01 The Plan is intended to qualify as an employees profit sharing plan under the Income Tax Act (Canada) as amended from time to time.

1.

2.01    "Affiliate" shall mean The Coca-Cola Company,  incorporated in the State
        of Delaware, U.S.A., and Coca-Cola Beverages or any corporation not less
        than 50% of whose voting stock (not including shares having voting power
        only upon the  happening  of an event of default)  is owned  directly or
        indirectly by The Coca-Cola Company or by Coca-Cola Beverages.  Any such
        corporation shall be an Affiliate only during such time as the foregoing
        voting stock ownership requirements are met.

2.02    "Board of Directors" shall mean the Board of Directors of Coca-Cola Ltd.
        Or any similar Board of any successor corporation.

2.03    "Company" shall mean Coca-Cola Ltd., its successors or assigns.

2.04    "Continuous   Service"  shall  mean  uninterrupted   employment  with  a
        Participating  Employer and shall  include  periods of annual  vacation,
        absence on account of sickness or accident and other  approved  leave of
        absence granted by a Participating Employer.


2.05    "Effective Date" shall mean January 1, 1990.

2.06    "Employee"  shall mean a person who is resident in Canada and classified
        as a permanent full-time employee by his


                                                                        2.

        Participating Employer, excluding elected officers of The Coca-Cola
        Company.

2.07    "Fund" shall mean the separate funds in which Participant  contributions
        to the Plan are invested in accordance with Article 5.

2.08    "Insurance   Company"  shall  mean  a  company   licensed  or  otherwise
        authorized  under  the  laws of  Canada  or a  province  to  carry on an
        annuities business in Canada.

2.09    "Market  Value" shall mean,  except where provided  otherwise  under the
        Plan, the cost of a Share on a Valuation Date  equivalent to the average
        cost of all Shares purchased and paid for by the Trustee in the calendar
        month in which such  Valuation  Date occurs.  In the event no Shares are
        purchased in the calendar month, the Market value shall be equivalent to
        the  average  of  high  and  low  prices   reported  on  the   composite
        transactions  listing of the New York Stock  Exchange on such  Valuation
        Date, or if the said Shares did not trade on such  Valuation  Date,  the
        last  day  prior to such  Valuation  Date  such  Shares  traded  on said
        exchange.

2.10    "Participant"  shall  mean  any  person  participating  in the  Plan  as
        provided in Article 3.


2.11    "Participant's  Contribution  Account" shall mean the account into which
        shall be credited the  contributions  made by a Participant  pursuant to
        Section 4.01.


2.12    "Participant's  Company Account" shall mean the account into which shall
        be credited the contributions made by a

                                                                        3.

        Participating Employer on behalf of the Participant pursuant to Section
        4.04.


2.13    "Participating  Employer"  means  the  Company  or a  Subsidiary  of the
        Company, organized under the laws of Canada or a Province thereof, which
        adopts the Plan with the approval of the Board.


2.14    "Plan"  shall  mean the  Coca-Cola  Ltd.  Employees  Savings  and  Share
        Ownership Plan as described herein or as hereafter amended.


2.15    "Plan Year" shall mean the period  beginning with the Effective Date and
        ending  December 31, 1990, and each 12-month period ending December 31st
        thereafter.


2.16    "Retirement" shall mean early, normal or postponed  retirement under any
        retirement plan of a Participating Employer covering Employees, provided
        such  retirement  results  in  the  Participant's  separation  from  the
        employment of a  Participating  Employer.  In any event,  Retirement for
        purposes of the Plan shall not occur later than the end of the  calendar
        year in which the Participant attains age 71.


2.17    "Retirement  Savings  Plan"  shall mean the  Coca-Cola  Ltd.  Employees'
        Retirement Savings Plan.


2.18    "Salary" shall mean the total  remuneration  earned by a Participant and
        received through the payroll of the Participating Employer but excluding
        any payment made in lieu of any vacation with pay  entitlement not taken
        by the Participant prior to the date of his Termination of


                                                                        4.

Employment or Retirement, any contest prizes and any payment by the Participating Employer to the Participant in respect of long term disability insurance premiums paid by the Participant.

2.19    "Shares"  shall  mean the common  shares of The  Coca-Cola  Company  and
        includes fractions thereof.


2.20    "Subsidiary"  means any  corporation  not less than 50% of whose  voting
        stock (not including  shares having voting power only upon the happening
        of an event of default) is at the time owned, directly or indirectly, by
        the Company. Any such corporation shall be a Subsidiary only during such
        time as the foregoing voting stock ownership requirements are met.


2.21    "Termination of Employment" shall mean separation from the employment of
        a Participating Employer.


2.22    "Trust  Agreement"  shall mean the  agreement  entered  into between the
        Company and the Trustee which governs the management and  administration
        of the assets of the Plan, as such agreement may be originally  adopted,
        or as it may be amended from time to time.


2.23    "Trust  Fund"  shall  mean the cash and other  properties  arising  from
        contributions  made by Participants and the  Participating  Employers in
        accordance with the provisions of the Plan and held and  administered by
        the Trustee  pursuant to the Trust Agreement to carry out the provisions
        of the Plan.

5.

2.24    "Trustee"  shall mean a  corporation  licensed or  otherwise  authorized
        under the laws of Canada or a province  to carry on in Canada a business
        as a trust  company and by whom the assets of the Trust Fund are held as
        provided for in Article 11.

2.25    "Valuation  Date" shall mean the last business day of each month or such
        other more frequent date as may be determined by the Trustee.

In the Plan, unless the context otherwise requires, words in the singular shall be construed as including words in the plural and words in the plural as including words in the singular and words importing the masculine gender shall be construed as including the feminine and vice versa. The headings in the Plan are for convenience of reference only and are not to be construed as part of the Plan.

6.

3.01    Eligibility

        (a) An Employee who is employed by a Participating  Employer on December
            31, 1989 shall be eligible to become a Participant  on the Effective
            Date.

        (b) An Employee  who is hired by a  Participating  Employer on and after
            the Effective  Date shall be eligible to become a Participant on the
            first  day of the  month  coincident  with  or  next  following  the
            completion of one year of Continuous Service.

        (c) An Employee who transfers from an Affiliate or a Subsidiary which is
            not a  Participating  Employer  shall have his period of  continuous
            employment  immediately  prior to the date of transfer  included for
            the purpose of determining eligibility under this Section 3.01.

3.02    Participation

        An  eligible  Employee  shall  become a  Participant  by filing with his
        Participating  Employer an application and enrollment  form  authorizing
        the Participating  Employer to make regular payroll  deductions for such
        contributions  to the Plan  and/or the  Retirement  Savings  Plan as the
        Employee may designate  pursuant to Section 4.01 hereof  and/or  Section
        3.01 of the Retirement  Savings Plan and expressing the agreement of the
        Employee to the terms and  conditions of the Plan and/or the  Retirement
        Savings Plan.  Participation  shall become effective on the first day of
        the month  following the month in which such completed  application  and

                                                                        7.

enrollment form is received by the Participating Employer from an eligible Employee. Notwithstanding the foregoing, any eligible Employee who files the appropriate enrollment form with his Participating Employer any time prior to the Effective Date shall become a Participant on the Effective Date.

3.03    Re-Employment of Former Employees or Former Participants

        Any person re-employed by a Participating  Employer as an Employee,  who
        was previously a Participant or who was previously  eligible to become a
        Participant,  shall become a  Participant  on the first day of the month
        following  the month in which his  application  and  enrollment  form is
        received   by   the   Participating   Employer   upon   his   subsequent
        re-employment.

3.04    Inactive Participants

        A Participant who remains in the employ of a Participating  Employer but
        who ceases to be an Employee as herein  defined shall continue to remain
        a   Participant   of  the  Plan  but  shall  not  be  eligible  to  make
        contributions  hereto and no Company  contributions shall be made on his
        behalf while he is an inactive Participant.

3.05    Participation While Transferred to an Affiliate

        A Participant who is transferred to an Affiliate for a temporary  period
        not  exceeding  three years shall remain a  Participant  of the Plan and
        shall be eligible to continue to make  contributions  to the Plan during
        such period of temporary  transfer.  The Company shall  continue to make
        contributions  pursuant  to  Section  4.04 on behalf of the  Participant
        during such period.

                                                                        8.

4       CONTRIBUTIONS

4.01    Participant Contributions

        (a) Basic  Contributions

            Each  Participant  may  contribute to the Plan at the  Participant's
            option  either  1%,  2%,  3% or 4% of his  Salary  less any  amounts
            contributed  under Section 3.01 of the  Retirement  Savings Plan, as
            designated  by written  notice.  Such  contributions,  including any
            amounts  contributed  under Section 3.01 of the  Retirement  Savings
            Plan,  up to a maximum of 4% of the  Participant's  Salary  shall be
            referred to as Basic Contributions.

        (b) Supplemental  Contributions

            In  addition,  each  Participant  who is making  the  maximum  Basic
            Contributions  in  subsection  (a) above may  contribute to the Plan
            each month supplemental  contributions as elected by the Participant
            in multiples of 1% of his Salary less any amounts  contributed under
            Section  3.02  of  the  Retirement  Savings  Plan.

4.02    Change in Participant Contributions

        Subject to the provisions of Section 4.01, a Participant  may change the
        percentage  of his  contribution  as of the  first  day of any  month by
        filing the applicable  form with his  Participating  Employer's  payroll
        department  no later than one month  immediately  prior to the effective
        date of such change.


                                                                        9.

4.03    Suspension of Participant Contributions

        (a) A Participant may suspend  contributions  as of the first day of any
            month  by  filing  the  applicable   form  with  his   Participating
            Employer's  payroll department not later than one month prior to the
            effective date of such suspension of contributions.

        (b) A  Participant  who has  suspended  contributions  may  apply to his
            Participating  Employer's payroll department to have them resumed in
            accordance with Section 4.01 on the first day of any month by filing
            the  applicable  form  with  his  Participating  Employer's  payroll
            department  not later than one month prior to the effective  date of
            resumption of contributions and that such resumption shall not occur
            within 3 months of the date the contributions were suspended.

4.04    Participating Employer Contributions

        (a) Each Participating Employer shall for each fiscal year contribute on
            behalf of its Employees who are  Participants in the Plan out of its
            profits,  either current or  accumulated,  or out of its profits and
            the  profits of a  corporation  with which it does not deal at arm's
            length  an  amount  equal  to  the  aggregate  of (i)  50%  of  each
            Participant's  Basic  Contribution  to the Plan  pursuant to Section
            4.01 and (ii) 50% of each  Participant's  Basic  Contribution to the
            Retirement Savings Plan.

        (b) Notwithstanding  the  foregoing,  in each  fiscal  year  in  which a
            Participating  Employer or a corporation with which it does not deal
            at arm's length has established profits in accordance with generally
            accepted accounting  principles,  each Participating  Employer shall
            make a contribution  out of such profits to the Plan which shall not
            be less than $100 per Participant.


                                                                        10.

4.05    Payment of Contributions

        The amount of each Participant's  monthly  contributions under this Plan
        shall be paid by his Participating  Employer to the Trustee and shall be
        deposited by the Trustee in the  Participant's  Contribution  Account of
        each  Participant  by the last day of the month  following the month for
        which such contributions are made.  Participating Employer contributions
        under the Plan in respect of such  Participating  Employer's fiscal year
        shall be deposited  with the Trustee within 120 days from the end of the
        fiscal year of the Participating Employer.

4.06. Limitation on Contribution Changes and Suspensions

A Participant may not elect to change the percentage of his contributions in accordance with Section 4.02 of this Plan or Section 3.05 of the Retirement Savings Plan nor suspend his contributions in accordance with Section 4.03 of this Plan or Section 3.07 of the Retirement Savings Plan more than twice in any one calendar year.

11.

5.01    Investment in Shares

        Contributions   made  by   Participating   Employers  to  the  Plan  and
        contributions  made by Participants,  which are directed by Participants
        to be  invested  in Shares,  shall be  invested  and  reinvested  by the
        Trustee in Shares once every calendar month.  The Trustee shall purchase
        Shares on the open market in respect of  Participants.  For  purposes of
        the Plan, the cost of the Shares shall be the Market Value.

5.02    Participant Contributions

        A  Participant  may  direct  the  Trustee  to invest  all or part of his
        Participant's  Contribution  Account  either in accordance  with Section
        5.01 or in the following funds selected by the Company:

        (a) a Pooled  Equity Fund which shall be invested  primarily in Canadian
            stocks;

        (b) a Guaranteed  Fund which shall be a fund  invested by the Trustee in
            consultation  with the Company which shall guarantee payment in full
            of such amounts  deposited  therein plus interest at a fixed minimum
            rate for a period.

5.03    Investment Directions

        A Participant  shall direct the  proportion of his  contributions  under
        Section 4.01 which shall be invested in accordance

                                                                        12.

        with the  foregoing  Section 5.02 in  increments of 1% as elected by the
        Participant.

5.04    Notice of Direction

        The  Participant's  investment  direction  shall be made in writing  and
        filed  with  his  Participating  Employer.  Such  direction  shall  be a
        continuing  direction,  but may be changed effective as of the first day
        of the month by submitting a revised investment  direction in respect of
        the Participant's  future  contributions at least one month prior to the
        effective  date  thereof.  Changes  in the  investment  direction  under
        Section 5.04 of this Plan or Section 4.03 of the Retirement Savings Plan
        may not be made more than twice in any one calendar year.

5.05    Investment Option Transfers

A       Participant  may elect twice every  calendar year, by filing an Employee
        Savings  Plan  Change Form with his  Participating  Employer at least 30
        days prior to the effective  Valuation  Date, to transfer all or part of
        his Participant's Contribution Account from Shares to one or both of the
        Funds,  from one or both of the  Funds to Shares or from one Fund to the
        other Fund.  The transfer from the Funds to Shares or between Funds will
        be  determined  on  the  basis  of the  value  of  the  interest  of the
        Participant's  Contribution  Account in the exporting Fund or Funds,  as
        applicable,  as determined by the Trustee at the Valuation Date on which
        the  transfer  occurs.  The  transfer  from Shares to one or both of the
        Funds  will be  determined  on the  basis  of the  Market  Value  of the
        interest  of the  Participant's  Contribution  Account  in Shares on the
        Valuation  Date  on  which  the  transfer   occurs.   The  amount  of  a
        Participant's  Contribution  Account  that may be  transferred  shall be
        specified by a Participant in increments of 1% and shall be subject to a


                                                                        13.

        minimum  amount equal to 1% of his  Participant's  Contribution  Account
        balance  determined  as of the  effective  Valuation  Date or such other
        minimum  amount as may,  from time to time, be prescribed by the Company
        for  purposes of the Plan.  Transfers  between  Shares and the Funds and
        between  Funds under  Section 5.05 of this Plan or under Section 4.04 of
        the  Retirement  Savings Plan may not be made more than twice in any one
        calendar year.

14.

6.01    Establishment of Participant Accounts
        The Trustee shall establish and maintain for each Participant:

        (a) a Participant's Company Account showing the aggregate of all amounts
            each of which is an amount  contributed  in respect of a Participant
            by a Participating Employer to the Plan and any amounts allocated to
            such Participant  under this Article 6 plus income and capital gains
            and losses thereon; and

        (b) a  Participant's  Contribution  Account showing the aggregate of all
            amounts  each of which is an amount  contributed  to the Plan by the
            Participant  and allocated gains to him, plus income and capital and
            losses thereon.

6.02    Allocation and Vesting of Contributions

        (a) The  contributions  of each Participant will be allocated by the end
            of the month in which such contributions are received by the Trustee
            to the Participant's  Contribution Account. The Participant shall be
            100% vested in such  contributions  immediately  upon  allocation of
            such contributions to the Participant's Contribution Account.

        (b) Participating  Employer  contributions on behalf of each Participant
            will be allocated to the Participant's Company Account by the end of
            the Plan  Year in  which  such  contributions  are  received  by the
            Trustee.  Participating  Employer  contributions  on  behalf of each
            Participant for a Plan Year shall be 100% vested in such

15.

            Participant  immediately upon allocation of such contribution to the
            Participant's Company Account.

6.03    Allocation of Income, Capital Gains and Losses

        As of each Valuation Date the investment  earnings  attributable to each
        investment  option   maintained   pursuant  to  Section  5.02  including
        interest,  dividends, realized and unrealized capital gains (or losses),
        shall be  credited  by the  Trustee  to the  Participant's  Contribution
        Account and Participant's Company Account of each Participant whose said
        accounts are invested in such  investment  option in the proportion that
        the value of the Participant's Contribution and Company Accounts of each
        Participant  attributable to that  investment  option bears to the total
        value  of  all   Participant's   Contribution   and   Company   Accounts
        attributable  to that  investment  option as of the  previous  Valuation
        Date.

6.04    Shares Held in Participant's Contribution and Company Accounts

        In the  event  that all or a  portion  of a  Participant's  Contribution
        Account and a Participant's  Company Account established in respect of a
        Participant  is  invested  in  Shares,  the  record  of  the  respective
        Participant's  Contribution  and  Participant's  Company  Accounts shall
        indicate  the  total  number  of  Shares   purchased  and  held  on  the
        Participant's  behalf.  Any income received in respect of Shares held in
        the Participant's Contribution Account and Participant's Company Account
        shall be allocated by the Trustee to the respective accounts at the time
        such income is  received by the  Trustee.  All Shares  purchased  by the
        Trustee  pursuant to Section  5.01 shall be held by the Trustee in trust
        on behalf of the applicable Participant, and the certificates in respect
        thereof shall be registered in the name of the Trustee or its


                                                                        16.

nominee. All rights with respect to Shares held by the Trustee on behalf of a Participant in his Participant's Contribution Account and in his Participant's Company Account, including rights of conversion and voting, shall be exercisable by the Participant. Any Shares held by the Trustee as to which it receives no instructions from a Participant to whose individual Participant's Contribution Account or Participant's Company Account such Shares are credited shall be voted by the Trustee in the same proportions as the voting of the Shares for which the Trustee receives instructions from Participants.

17.

7.01    Valuation

        The  Trustee  shall  determine  the value of the  Trust  Fund as of each
        Valuation Date including the Valuation Date that coincides with the last
        day of each Plan Year and shall  advise  the  Company  in writing of the
        value so determined. The value of the Trust Fund at each such date shall
        be an amount  equal to the market  value of all assets and income of the
        Trust Fund,  less any proper  charges  against the Trust Fund, all as of
        such  Valuation  Date. The Trustee's  determination  of the value of the
        Trust  Fund  shall  be  binding   upon  the   Participating   Employers,
        Participants,  their  beneficiaries  and  all  other  persons  involved.
        Notwithstanding the above, the Company or its agent shall have the right
        to  review  and audit  the  records  of the  Trustee  pertaining  to the
        administration  and  operation of the Plan and Trust Fund,  from time to
        time,  and the Trustee shall correct or  recalculate  any value which is
        shown to have been calculated in error.


7.02    Expenses

        Unless paid by the Company, in its sole discretion,  all expenses of the
        Plan shall be allocated to each Participant's  Contribution  Account and
        Participant's Company Account pro rata in accordance with the respective
        account  balances,  or in such other manner as determined by the Company
        in  consultation  with the  Trustee.  Unless  paid by the  Company,  any
        expenses  associated  with  the  purchase  or sale of  Shares  shall  be
        allocated  to  the  applicable   Participant's   Company   Accounts  and
        Participant's Contribution Accounts pro rata

18.

in accordance with the number of Shares purchased or sold on behalf of each Participant.

19.

8.01    Subject to the laws of any province of Canada,  a  Participant  may file
        with his Participating Employer, on a form approved by it, a designation
        of a  beneficiary  or  beneficiaries  to receive any payments to be paid
        from the Plan on the death of the  Participant,  and the Participant may
        from time to time change or revoke any such designation. The most recent
        designation  under the Plan so received shall be  controlling,  if valid
        and  effective  under  applicable  laws unless  subsequently  revoked or
        changed in accordance with applicable  laws provided,  however,  that no
        designation  or change or revocation  thereof shall be effective  unless
        received by the Participating  Employer or any authorized agent thereof,
        prior to the Participant's  death, and in no event shall any designation
        be effective as of a date prior to its receipt.

20.

9.01    Valuation Date

        All benefits for Participants shall be computed as of the Valuation Date
        immediately   following  or  coincident  with  the  termination  of  his
        membership in the Plan.


9.02    Retirement or Termination of Employment

        Subject to Section 10.02, any Participant who terminates  service with a
        Participating  Employer  due to  Retirement  or earlier  Termination  of
        Employment will receive the value of his  Participant's  Company Account
        and  Participant's  Contribution  Account,  including any univested cash
        balance, determined as of the Valuation Date on which such Participant's
        interest  in the  Plan  is  liquidated  in  accordance  with  applicable
        valuation  procedures then in effect for each investment option in which
        the   Participant's   respective   Participant's   Company  Account  and
        Participant's  Contribution  Account  are  invested  less  any  expenses
        associated with such distribution unless paid by the Company.

9.03    Death

        Upon the death of a Participant at any time while in the employment of a
        Participating   Employer,   there  shall  be  paid  to  his   designated
        beneficiary  or, if no designation of beneficiary is then in effect,  to
        the estate of the deceased  Participant,  the value of his Participant's
        Company Account and Participant's  Contribution  Account,  including any
        uninvested cash balance, determined as of the Valuation


                                                                        21.

Date on which such Participant's interest in the Plan is liquidated in accordance with applicable valuation procedures then in effect for each investment option in which the Participant's respective Participant's Company Account and Participant's Contribution Account are invested less any expenses associated with such distribution unless paid by the Company.

9.04    Disability

        Any  Participant   whose  service  with  a  Participating   Employer  is
        terminated due to disability or sickness as determined consistent with a
        Participating   Employer's   policy  will   receive  the  value  of  his
        Participant's  Company Account and Participant's  Contribution  Account,
        including any  uninvested  cash balance,  determined as of the Valuation
        Date on which such  Participant's  interest in the Plan is liquidated in
        accordance with applicable  valuation procedures then in effect for each
        investment  option in which the Participant's  respective  Participant's
        Company Account and Participant's Contribution Account are invested less
        any  expenses  associated  with  such  distribution  unless  paid by the
        Company.


9.05    Withdrawal from the Participant's Contribution Account

        A  Participant  may, as of any  Valuation  Date,  by giving  notice to a
        Participating  Employer's  payroll  department  not later than one month
        prior to the  effective  date of the  withdrawal,  apply in  writing  to
        liquidate all or a portion of his Participant's Contribution Account and
        receive the value of all or a portion of his Participant's  Contribution
        Account,  including  any  uninvested  cash balance,  in accordance  with
        applicable  valuation  procedures  then in  effect  for each  investment
        option in which his Participant's  Contribution Account is invested less
        any expenses associated with such


                                                                        22.

distribution unless paid by the Company. Any such withdrawal shall be subject to a minimum of $500 or the value of the Participant's Contribution Account, if lesser, provided such Participant has not made more than one withdrawal under this Section 9.05 or under Section 8.01 of the Retirement Savings Plan during the current calendar year.

9.06    Suspension Following Withdrawal

        Following a withdrawal made under Section 9.05 of this Plan and/or under
        Section  8.01  of  the  Retirement   Savings  Plan  in  respect  of  the
        Participant's  Basic  Contributions,  the Participant shall be deemed to
        have  made  an  effective   election   under  Section  4.03  to  suspend
        contributions  for a period of 3 months and shall be permitted to resume
        such  contributions  upon proper notice as set out in subsection 4.03(b)
        on the  first  day of any  month  following  the  appropriate  period of
        suspension.

23.

10 METHOD OF DISTRIBUTION OF BENEFITS

10.01 Date of Payment

The benefits provided in Sections 9.02, 9.03, 9.04 and 9.05 shall be paid to the Participant or, in the event of his death, to a beneficiary designated by him or to his estate not later than 90 days after the earliest of:

(a) the death of the Participant;

(b) the day on which the Participant ceases to be employed by a Participating Employer;

(c) the end of the calendar year in which the Participant becomes 71 years of age;

(d) the termination or winding-up of the Plan; and

(e) the date on which the Participant elects to make a withdrawal under
Section 9.05.

10.02 Form of Distribution

Distribution of benefits under Article 9 shall be payable in cash in one lump sum. All cash payments shall be made by cheque. If all or a portion of his Participant's Company Account and Participant's Contribution Account are invested in Shares, the Participant may elect to have the Trustee distribute in specie to him the whole Shares held in those accounts.

In such event,

24.

(a) the Participant shall receive certificates in respect of those Shares registered in his name or the name of his nominee; and

(b) the Participant shall receive, in lieu of any fractions of Shares held in the Participant's respective accounts, the Market Value of such fractional Shares determined in accordance with Article 9; and

(c) the cash value of his Participant's Contribution Account and Participant's Company Account determined and otherwise payable under Article 9, shall be reduced by the Market Value of the Shares as determined under Article 9 and distributed in specie under this
Section 10.02.

25.

11 AGREEMENTS

11.01 Agreement Between the Trustee and the Company

The Company shall enter into a Trust Agreement with the Trustee under which the Trustee shall receive the contributions of the Participants and the Participating Employers to be applied under the Trust Agreement and held, invested, reinvested and distributed by the Trustee in accordance with the terms of such Trust Agreement, this Plan, the Income Tax Act (Canada), applicable provincial legislation and the requirements of Revenue Canada, Taxation. The company may instruct the Trustee pursuant to provisions in the Trust Agreement to enter into a contract with an Insurance Company to invest part of the Trust Fund on such terms as the Company deems appropriate, and the Company retains the right to act on behalf of all persons having an interest in the Trust Fund to require the Trustee to amend such contracts or to enter into further such contracts.

11.02 Custody of Assets

The assets of the Trust Fund under the Trust Agreement shall be held in the possession of the Trustee. Securities in the Trust Fund may be registered in the name of the Trustee or its nominees or held in such form that they may pass by delivery.

26.

11.03 Trustee to Invest Assets

Subject to and without limiting the generality of Article 5 and Section 11.01, the investment of the assets under the Trust Agreement shall be made by the Trustee.

27.

12 AMENDMENTS TO THE PLAN

12.01 Right to Amend

Subject to the provisions hereinafter set forth, the Company reserves the right, at any time or from time to time, by action of its Board of Directors to modify or amend in whole or in part any or all of the provisions of the Plan, provided that no such modification or amendment may be made which will:

(a) deprive any Participant of any benefit theretofore vested in him under the Plan; or

(b) make it possible for any part of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their respective beneficiaries prior to the satisfaction of all liabilities with respect to the Participants in the Plan and their beneficiaries.

12.02 Retroactive Amendment

Notwithstanding the provisions of Section 12.01 or any other provisions of the Plan, any modification or amendment of the Plan may be made, retroactively if necessary, which the Company deems necessary or appropriate to conform the Plan to or to satisfy the conditions of any law, governmental regulation or ruling, and to permit the Plan and Trust Agreement to meet the requirements of the income Tax Act (Canada), applicable provincial legislation and the requirements of Revenue Canada, Taxation.

28.

13 TERMINATION OF THE PLAN

13.01 Right to Terminate the Plan

The Company reserves the right at any time by action of its Board of Directors to terminate the Plan in whole or in part.

13.02 Procedure on Termination

In the event of discontinuance of the Plan whether in whole or in part, all of the assets of the Trust Fund must and shall be applied for the benefit of Participants and/or their beneficiaries, as specified under the Plan, effected in accordance with the value of their respective Participant's Company Accounts and Participant's Contribution Accounts as determined through a special valuation of the Trust Fund as of that date in such manner as the Trustee may determine.

29.

14 GENERAL PROVISIONS

14.01 Rights of Participants

Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or former Participant or Employee of a Participating Employer or any person whomsoever, any legal or equitable right against a Participating Employer, the Company or the Trustee, unless such right shall be specifically provided for in the Trust Agreement or the Plan or conferred by affirmative action of the Company in accordance with the terms and provisions of the Plan. The rights of the Participants and their beneficiaries under the Plan are rights only to share in the assets of the Trust Fund in accordance with the provisions of the Plan as from time to time in effect, and a Participating Employer or the Company shall not have any liability under or arising out of the Plan, to any Employee, Participant, beneficiary or other person.

14.02 Employment

Nothing herein contained shall be deemed to give any Employee the right to be retained in the service of a Participating Employer or to interfere with the rights of a Participating Employer to discharge such Employee at any time, all of which rights shall remain as if the Plan had not been established.

30.

14.03 Qualification Plan

The establishment and continuation of this Plan is subject to such qualification with the relevant tax authorities as is necessary to establish that the Plan constitutes an employees profit sharing plan within the meaning of the Income Tax Act (Canada) and in particular as is necessary to establish that the Participating Employers are entitled to deduct the amounts of their payments to the Plan as expenses before taxes under the provisions of the Income Tax Act (Canada) or any other applicable legislation, as is now in effect or as may be amended or adopted.

14.04 Assignment

Except as otherwise required by law or as provided under the Plan, any benefits payable under the terms of this Plan are for the Participant's own use and benefit and are not capable of assignment or alienation and do not confer upon any Participant, beneficiary, personal representative or dependent, or any other person, any rights or interest in the benefits, if any, capable of being assigned or otherwise alienated, nor shall any such benefit be capable of surrender.

14.05 No Loans

No payment out of the Plan shall be made to a Participant or other beneficiary by way of loan.

31.

14.06 Payment of Benefits in the Case of Incapacity

If it shall be determined that any person entitled to benefits under the Plan is legally, physically or mentally incapable of receiving and receipting for such benefits, such payments or any part thereof may be made by the Trustee to such other person, persons or institutions as a Participating Employer believes are then maintaining or have custody of such recipient. Such payment shall constitute a full and complete discharge of the payment of the benefit under the Plan.

14.07 Written Explanation

There shall be prepared and made available to each Participant a written explanation of the terms and conditions of the Plan and amendments thereto applicable to him, together with an explanation of the rights and duties of the Participant with reference to the benefits available to him under the terms of the Plan. In the event of any conflict between any statement made in such explanation and the provisions of the Plan or Trust Agreement, the provisions of the Plan or Trust Agreement shall govern.

32.

15 ADMINISTRATION

15.01 Company to Administer

The Company will operate and administer the Plan and will determine all questions arising under and in connection therewith, and may from time to time prescribe, amend and rescind regulations for such operation and administration but may employ an agent or agents for this purpose.

15.02 Annual Statement

The Company shall deliver or cause to be delivered to each Participant at least annually a statement setting forth the value of the Participant's Contribution Account and the Participant's Company Account under the Plan. At the time of any payment to a Participant, beneficiary or estate the Company shall deliver or cause to be delivered to the person receiving such payment a statement setting forth in reasonable detail the computation of the amount of the payment. Each such statement shall be deemed correct unless the Participant, the beneficiary or estate gives notice to the contrary to the Company within 6 months after its delivery.

15.03 Delivery to Participants

Each notice, report, remittance, statement and other communication directed to a Participant shall be in writing and may be delivered in person or by first class mail, in which latter event it shall be deemed to have been delivered and received by the Participant when so deposited in the mail with postage prepaid addressed to the Participant at

33.

The Participant's last address of record with his Participating Employer.

15.04 Delivery to Participating Employers

All applications, notices, designations and other communications from Participants shall be in writing and where applicable on prescribed forms, and shall be mailed by first class mail or delivered to his Participating Employer by the Participant and shall be deemed to have been given when received by his Participating Employer.

34.

16 CONSTRUCTION

16.01 The Plan shall be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

35.

EXHIBIT 10.33

SHARE PURCHASE PLAN - DENMARK

The Share Purchase Plan - Denmark is not set forth in any formal document. The following is a written description of the plan.

The plan enables employees to buy shares in The Coca-Cola Company, through regular saving. For every share the employee buy (maximum 3% of base salary), Coca-Cola Nordic Services (CCNS)/Coca-Cola Denmark (CCDK) will match. Furthermore, according to Danish Tax Law, the received shares are free of income tax and social security. The shares may not be withdrawn for 5 years.

The employee is eligible to participate in the plan if the employee is a permanent employee and has completed 6 months of continuous service with The Coca-Cola Company. The employee cannot participate if he/she is no longer employed by CCNS/CCDK even if such employee is receiving severance payments.

The employee can decide to save 1%, 2% or 3% (maximum) of gross base salary. This amount is deducted monthly from the net pay (after tax), and is shown as a separate deduction on the payslip. CCNS/CCDK matches the employee contribution.

CCNS/CCDK holds the total sum of money and each quarter instructs Danske Invest (Danske Bank) to buy on the New York Stock Exchange the maximum number of whole shares possible using the money which CCNS/CCDK holds. Any balance remaining (which is insufficient to buy a whole share that quarter) is rolled forward and added in the next quarter to buy further shares.

CCNS/CCDK instructs Danske Bank to open a depository account (for the shares) for each employee and an account (for any remaining balance) for each employee. The employee receives dividends on all shares.

Danske Bank's fees for buying the shares are paid by CCNS/CCDK. The employee pays the fees as and when the employee sells the shares.

The plan is approved by the Tax Authorities and therefore the contribution from the CCNS/CCDK is free of tax. The employee needs to hold the shares for 5 years, and then the shares can either be sold or transferred to another account. Danske Bank automatically notifies the employee when the shares are released.

The participation in the plan ends when the employee ends his or her employment with CCNS/CCDK. The shares in the depository account are owned by the employee.