KO PERFORMANCE INCENTIVE PLAN, AS AMENDED AND RESTATED 1-1-03

EXHIBIT 10.1

THE PERFORMANCE INCENTIVE PLAN
OF THE COCA-COLA COMPANY

as amended and restated effective January 1, 2003

I. PLAN OBJECTIVE

The purpose of The Performance Incentive Plan of The Coca-Cola Company is
to promote the interests of The Coca-Cola Company (the "Company") by providing
additional incentive for participating officers and other key employees who
contribute to the improvement of operating results of the Company and to reward
outstanding performance on the part of those individuals whose decisions and
actions most significantly affect the growth and profitability and efficient
operation of the Company.

II. DEFINITIONS

The terms used herein will have the following meanings:

"Award" means an amount awarded under the Plan to a Participant based upon
the participant's base salary and as calculated pursuant to Section VI of the
Plan.

"Board" means the Board of Directors of the Company.

"Company" means The Coca-Cola Company.

"Compensation Committee" means the Compensation Committee of the Board.

"Employee" means any person regularly employed on a full-time basis by the
Company or a Related Company.

"Management Committee" means the committee appointed by the compensation
Committee to administer the Plan.

"Participant" means an Employee who satisfies the eligibility requirements
set forth in Section IV of the Plan.

"Plan" means this Performance Incentive Plan of The Coca-Cola Company.

"Plan Year" means the 12-month period beginning January 1 and ending
December 31.

"Related Company" means any corporation or business organization in which
the Company owns, directly or indirectly, during the relevant time, either (i)
50% or more of the voting stock or capital where such entity is not publicly
held, or (ii) an interest which causes the other entity's financial results to
be consolidated with the Company's financial results for financial reporting
purposes.

III. ADMINISTRATION

The Plan will be administered by the Compensation Committee and/or the
Management Committee. The Compensation Committee and/or the Management Committee
will determine which of the Participants to whom, and the time or times at
which, Awards will be granted under the Plan, and the other conditions of the
grant of the Awards. The provisions and conditions of the grants of Awards need
not be the same with respect to each grantee or with respect to each Award.



The Compensation Committee will, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan, and will make determinations and will take
such other action in connection with or in relation to accomplishing the
objectives of the Plan as it deems necessary or advisable. Each determination or
other action made or taken by the Compensation Committee or the Management
Committee pursuant to the Plan, including interpretation of the Plan and the
specific conditions and provisions of the Awards granted hereunder will be final
and conclusive for all purposes and upon all persons including, but without
limitation, the Company, any Related Company, the Compensation Committee, the
Management Committee, the Board, officers, the affected employees of the Company
or Related Companies, and any Participant or former Participant under the Plan,
as well as their respective successors in interest.

IV. ELIGIBILITY

Eligibility for participation in the Plan is limited to those Employees who
can make an appreciable contribution to the attainment of overall business
objectives of the operating unit for which they work as determined in the sole
discretion of the Compensation Committee or the Management Committee. An
Employee is eligible to participate in the Plan if:

a. The Employee is compensated in an amount at least equal to the minimum
salary grade or other guideline established annually by the Management
Committee.

b. During the Plan Year, the Employee is not participating in the
Executive Incentive Performance Program of the Executive and Long-Term
Performance Incentive Plan of The Coca-Cola Company.

c. The Employee is recommended for participation in the Plan by his or
her immediate superior and is approved for such participation by the
operating head of the Employee's unit.

d. The Employee is approved as a Participant by the Management Committee.

The fact that an Employee is eligible to participate in the Plan in one
Plan Year does not assure that the Employee will be eligible to participate in
any subsequent year. The fact that an Employee is eligible to participate in the
Plan for any Plan Year does not mean that the Employee will receive an Award in
any Plan Year. The Management Committee will determine an Employee's eligibility
for participation in the Plan from time to time prior to or during each Plan
Year.

V. PERFORMANCE GOALS

Each operating unit of the Company shall set performance goals and
objectives for each Plan Year which in the aggregate form the Company's overall
goals and objectives for that Plan Year. Individual goals and objectives for
each Participant will be established within the context of the goals of that
Participant's operating unit. All goals shall be established by the Management
Committee.

2

VI. AWARDS

An Award to a Participant will be based on a percentage of the
Participant's base salary and shall be established by the Management Committee.
The percentage of base salary which constitutes an Award will increase as salary
grade or level of responsibility increases.

The Compensation Committee or the Management Committee shall, in each of
their respective sole discretion, adjust the Award for each Participant based
upon that Participant's over achievement or under achievement in terms of his or
her individual performance and the performance of the Participant's operating
unit during the Plan Year.

An Employee who is selected as a Participant after the beginning of a Plan
Year or a Participant who retires, who dies or whose employment is otherwise
terminated prior to the end of such Plan Year will be eligible to receive a pro
rata share of an Award based on the number of months of participation during any
portion of such Plan Year if, in the sole discretion of the Compensation
Committee or the Management Committee, such an award is merited.

VII. DETERMINATION AND TIMING OF AWARDS

All Awards to Participants who are officers or assistant officers of the
Company will be made by the Compensation Committee in its sole discretion.
Awards to all other Participants shall be made by the Management Committee in
its sole discretion. Awards will be paid for a particular Plan Year at such time
following the end of the Plan Year as shall be determined by the Compensation
Committee or the Management Committee.

VIII. METHOD OF PAYMENT OF AWARDS

a. PAYMENTS OF AWARDS. Except as otherwise provided in this Plan, Awards
for each Participant will be paid in one of the manners set forth in Sections
VIII (a)(1), (a)(2) or (a)(3), as determined on a case-by-case basis in the sole
discretion of the Compensation Committee or the Management Committee. Awards are
subject to forfeiture until paid, as provided below.

1. CASH. The Compensation Committee or the Management Committee
may, in its sole discretion, pay any Award in cash. Awards paid in
cash will be paid at the time described in Section VII above unless
the Compensation Committee or the Management Committee has approved a
request by a Participant to defer receipt of any Award in accordance
with Section VIII(b) below.

2. STOCK OPTIONS. The Compensation Committee may, in its sole
discretion, pay any Award through the grant of stock options under The
Coca-Cola Company 2002 Stock Option Plan, as amended, or successor
stock option plan approved by shareowners (the "Stock Option Plan").
Any Award issued in the form of stock options shall be subject to the
terms and conditions of the Stock Option Plan.

3. STOCK. The Compensation Committee may, in its sole discretion,
pay any Award by issuing to a Participant stock under The Coca-Cola
Company 1989 Restricted

3

Stock Award Plan, as amended, or any successor restricted stock award
plan approved by shareowners (the "Restricted Stock Plan"). Any Award
issued in the form of stock shall be subject to the terms and
conditions of the Restricted Stock Plan.

b. DEFERRAL OF PAYMENT OF AWARD. An Award may be deferred under the
Deferred Compensation Plan of The Coca-Cola Company (or comparable international
plan, if any) pursuant to the terms of the Deferred Compensation Plan.

c. WITHHOLDING FOR TAXES. The Company will have the right to deduct from
any and all Award payments any taxes required to be withheld with respect to
such payment, including hypothetical taxes under the Company's International
Service Program Policy.

d. PAYMENTS TO ESTATES. Awards which are due to a Participant pursuant to
the provisions hereof and which remain unpaid at the time of his or her death
will be paid in full to the Participant's estate.

IX. AMENDMENT AND TERMINATION

The Compensation Committee may amend, modify, suspend, reinstate or
terminate this Plan in whole or in part at any time or from time to time;
provided, however, that no such action will adversely affect any right or
obligation with respect to any Award theretofore made. The Compensation
Committee and the Management Committee may deviate from the provisions of this
Plan to the extent such committee deems appropriate to conform to local, laws
and practices.

X. APPLICABLE LAW

The Plan and all rules and determinations made and taken pursuant hereto
will be governed by the laws of the State of Georgia, to the extent not
preempted by federal law, and construed accordingly.

XI. EFFECT ON BENEFIT PLANS

Awards may be included in the computation of benefits under the Employee
Retirement Plan of The Coca-Cola Company, The Coca-Cola Export Corporation
Overseas Retirement Plan and other retirement plans maintained by the Company
under which the Participant may be covered and The Coca-Cola Company Thrift &
Investment Plan subject to all applicable laws and in accordance with the
provisions of those plans.

Awards will not be included in the computation of benefits under any group
life insurance plan, travel accident insurance plan, personal accident insurance
plan or under Company policies such as severance pay and payment for accrued
vacation, unless required by applicable laws.

4

XII. CHANGE IN CONTROL

If there is a Change in Control as defined in this Section XII at any time
during a Plan Year, (1) the Management Committee promptly shall determine the
Award which would have been payable to each Participant under the Plan for such
Plan Year if he had continued for work for the Company for such entire year and
all performance goals established under Section V had been met in full for such
Plan Year by multiplying his target percentage by his annual salary as in effect
on the date of such Change in Control and (2) each such Participant's
nonforfeitable interest in his Award (as so determined by the Management
Committee) thereafter shall be determined by multiplying such Award by a
fraction, the numerator of which shall be the number of full, calendar months he
is an employee of the Company during such Plan Year and the denominator is 12 or
the number of full calendar months the Plan is in effect during such Plan Year,
whichever is less. The payment of a Participant's nonforfeitable interest in his
Award under this Section XII shall be made in cash as soon as practicable after
his employment by the Company terminates or as soon as practicable after the end
of such Plan Year, whichever comes first.

A "Change in Control," for purposes of this Section XII, will 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 promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act") as in effect on January 1, 2003, provided that
such a change in control will 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 as in effect on January 1, 2003) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act as in effect on January 1, 2003)
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 cease, for any reason, to constitute at least a majority
of the Board, 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 its stock will 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 will 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 will be deemed to have occurred if, prior to such time
as a Change in Control would otherwise be deemed to have occurred, the Board
determines otherwise.




5