KO EXECUTIVE AND LONG-TERM PERFORMANCE INCENTIVE PLAN, EFFECTIVE 1-1-03

EXHIBIT 10.4

EXECUTIVE AND LONG-TERM PERFORMANCE INCENTIVE PLAN
OF THE COCA-COLA COMPANY


I. PLAN OBJECTIVE

The purpose of the Executive and Long-Term Performance Incentive Plan of
The Coca-Cola Company is to promote the interests of The Coca-Cola Company by
providing additional short-term and/or long-term incentives for participating
executive and senior officers and 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:

"Applicable Interest Rate" means the interest rate determined pursuant to
rules promulgated by the Committee, provided that in no event will such interest
rate constitute interest which is "above market" as set forth in Item 402 of
Regulation S-K (or successor provision) promulgated by the Securities and
Exchange Commission.

"Award Certification Date" the date on which the Committee determines the
EPI Award or LTI Award.

"Board" means the Board of Directors of The Coca-Cola Company.

"Code" means the Internal Revenue Code 1986, as amended.

"Committee" means the Compensation Committee of the Board (or a subset
thereof) consisting of not less than two members of the Board, each of whom is
an "outside director" under Code Section 162(m).

"Company" means The Coca-Cola Company.

"Deferred Compensation Plan" means the Deferred Compensation Plan of The
Coca-Cola Company.

"EPI Award" means an award, with adjustments (if any), paid pursuant to
Section V of the Plan.

"LTI Award" means an award, with adjustments (if any), paid pursuant to
Section VI of the Plan.

"Majority-Owned Related Company" means a Related Company in which the
Company owns, 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.

"Management Committee" means a committee comprised of the Chief Executive
Officer and the General Counsel.

"Participant" means an executive or senior officer or other key executives
of the Company or a Majority-Owned Related Company or their key operations,
groups and divisions who is selected for participation by the Committee and, for
purposes Section VI, a key employee who is selected for participation by the
Management Committee.



"Performance Period" means the time period for which a Participant's
performance is measured for purposes of receiving an EPI Award or LTI Award
under this Plan.

"Plan" means this Executive and Long-Term 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, 20% or more
of the voting stock or capital where such entity is not publicly held.

III. ADMINISTRATION

The Plan will be administered by the Committee. The Committee will
determine which of the Participants to whom, and the time or times at which, EPI
Awards and LTI Awards (collectively, "Awards") will be granted under the Plan,
and the other terms and 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 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 pursuant to the Plan, including interpretation of the Plan
and the specific conditions and provisions of the Awards granted hereunder by
the Committee will be final and conclusive for all purposes and upon all persons
including, but without limitation, the Company, the Committee, the Management
Committee, the Board, officers, the affected employees of the Company, and any
Participant or former Participant under the Plan, as well as their respective
successors in interest.

IV. PERFORMANCE CRITERIA AND PERFORMANCE GOALS

a. Performance Criteria. Performance will be measured based upon one or
more objective criteria for each Performance Period. Criteria will be measured
over the Performance Period. Within 90 days of the beginning of a Performance
Period (or, if shorter, before 25% of the Performance Period has elapsed), the
Committee shall specify in writing which of the following criteria will apply
during such Performance Period, as well as any applicable matrices, schedules,
or formulae applicable to weighting of such criteria in determining performance:

1. Unit Case Sales;
2. Operating Profit or Operating Profit Margin;
3. Share of Sales;
4. Growth in Economic Profit;
5. Growth in Earnings Per Share;
6. Shareowner Value;
7. Earnings Per Share;
8. Net Income;
9. Profit Before Tax;

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10. Gross Profit;
11. Return on Assets;
12. Total Shareowner Return;
13. Cash Flow;
14. Revenue Growth;
15. Operating Expenses;
16. Economic Value Added; and
17. Quality as determined by the Company's Quality Index.

b. Performance Goals. Using any applicable matrices, schedules, or formulae
applicable to weighting of the performance criteria, the Committee will develop,
in writing, performance goals for each Participant for a Performance Period,
within 90 days of the start of the Performance Period (or, if shorter, before
25% of the Performance Period has elapsed) in which they would apply. With
regard to performance goals for Participants who are key employees determined to
be eligible by the Management Committee pursuant to Section VI(a), the
Management Committee will develop the performance goals for each Participant for
a Performance Period. The Committee shall have the right to use different
performance criteria for different Participants. When the Committee (or
Management Committee, if applicable) sets the performance goals for a
Participant, the Committee (or Management Committee, if applicable) shall
establish the general, objective rules which will be used to determine the
extent, if any, that a Participant's performance goals have been met and the
specific, objective rules, if any, regarding any exceptions to the use of such
general rules, and any such specific, objective rules may be designed as the
Committee (or Management Committee, if applicable) deems appropriate to take
into account any extraordinary or one-time or other non-recurring items of
income or expense or gain or loss or any events, transactions or other
circumstances that the Committee (or Management Committee, if applicable) deems
relevant in light of the nature of the performance goals set for the Participant
or the assumptions made by the Committee (or Management Committee, if
applicable) regarding such goals.

In the event that a Participant is assigned a performance goal following
the time at which performance goals are normally established for the Performance
Period due to placement in an executive or senior position, or due to a change
in position after the start of the Performance Period, the Performance Period
for such Participant shall be the portion of the Plan Year or original
Performance Period remaining, whichever is applicable. In such case, the
Committee will develop in writing performance goals for each such Participant
before 25% of the Performance Period in which they would apply elapses.

V. EXECUTIVE PERFORMANCE INCENTIVE PROGRAM

a. Eligibility. Eligibility for participation in the Plan is limited to
executive and senior officers who are selected in the sole discretion of the
Committee. No person will be automatically entitled to participate in the Plan
in any Plan Year. Any person who has been designated a Participant under Section
V for a particular Plan Year will be ineligible to participate in the
Performance Incentive Plan of The Coca-Cola Company for such Plan Year.

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The fact that an executive or senior officer has been designated eligible
to participate in the Plan in one Plan Year does not assure that such officer
will be eligible to participate in any subsequent Plan Year. The fact that an
executive or senior officer participates in the Plan for any Plan Year does not
mean that such officer will receive an EPI Award in any Plan Year.

b. Participation. Generally, the Committee annually will select the
Participants within 90 days after the beginning of a Performance Period (or, if
shorter, before 25% of the Performance Period has elapsed) in accordance with
Code Section 162(m). In the case of an employee who becomes an executive or
senior officer after the commencement of the Plan Year, the Committee will
determine whether the employee will become a Participant for the Plan Year
during which he became an executive or senior officer. Following such selection
by the Committee, the Chief Executive Officer will advise such Participants that
they are participants in the Plan for a Performance Period. Each Performance
Period generally will be one year and will commence on the first day of the
applicable Plan Year. A new Performance Period may commence each Plan Year.

c. EPI Awards.

1. Certification. At the end of each applicable Performance Period,
the Committee shall certify the extent, if any, to which the measures
established in accordance with Section IV have been met and shall determine
the EPI Award, if any, payable to Participants. EPI Awards may be granted
to Participants as determined in the sole discretion of the Committee. The
Committee may not increase the amount of any EPI Award. The Committee may,
in its negative discretion, reduce the amount of any EPI Award or refuse to
pay any EPI Award.

2. Payments of EPI Awards. Except as otherwise provided in this Plan,
EPI Awards for each Participant will be settled in one of the manners set
forth in Section V(2)(i), (2)(ii) or (2)(iii), as determined on a
case-by-case basis in the sole discretion of the Committee. EPI Awards are
subject to forfeiture until settled, as provided below. In no event will
the value of any EPI Award to a Participant for any Performance Period
exceed the amount of $10,000,000.

i. Cash. The Committee may, in its sole discretion, pay any EPI
Award in cash. EPI Awards paid in cash will be paid within 60 days of
the Award Certification Date unless the Committee specifies a
different payment date or unless the Committee has approved a request
by a Participant to defer receipt of any EPI Award in accordance with
Section V(c)(3) below.

ii. Stock Options. The Committee may, in its sole discretion, pay
any EPI 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 EPI Award
issued in the form of stock options shall be subject to the terms and
conditions of the Stock Option Plan.

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

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

3. Deferral of Payment of Award. The Committee may, in its sole
discretion, permit a Participant to defer an EPI Award under the Deferred
Compensation Plan (or comparable international plan, if any) pursuant to
the terms and conditions of the Deferred Compensation Plan provided such
deferrals are permitted by the Deferred Compensation Plan.

4. Withholding for Taxes. The Company will have the right to deduct
from any and all EPI Award payments any taxes required to be withheld with
respect to such payment, including hypothetical taxes under the Company's
International Service Program Policy.

5. Payments to Estates. EPI 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.

d. Termination of Employment Prior to Payment. No Participant shall have a
right to the payment of an EPI Award for any Performance Period if his or her
employment with the Company or a Majority-Owned Related Company has terminated
for any reason whatsoever before the date the EPI Award is actually paid unless
the Committee in the exercise of its absolute discretion affirmatively directs
the Company to pay such EPI Award to, or on behalf of, such Participant.

VI. LONG-TERM INCENTIVE PROGRAM

a. Eligibility. Eligibility for participation in the Plan is limited to
each executive officer and such other senior officers of the Company or Related
Companies as the Committee may designate, and select other key employees of the
Company or Related Companies as may be determined to be eligible by the
Management Committee. No person will be automatically entitled to participate in
the Plan.

The fact that a Participant has been designated eligible to participate in
the Plan for one Performance Period does not assure that such individual will be
eligible to participate in any subsequent Performance Period. The fact that an
individual participates in the Plan for any Performance Period does not mean
that such individual will receive an LTI Award for any Performance Period.

b. Participation.

1. Performance Period. Generally, the Performance Period for any
Participant will be three years, but may be shorter or longer at the
discretion of the Committee. However, the Management Committee may, in its
sole discretion select one or more

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additional Participants (who are not executive or senior officers of the
Company or Related Companies) to participate during an existing Performance
Period after the Performance Period has begun, provided less than 18 months
have passed since the beginning of the Performance Period. In such cases,
the Performance Period for the new Participant will be the time period
remaining in the existing Performance Period.

2. Annual Selection of Participants by the Committee. Generally, the
Committee annually will select the Participants within 90 days after the
beginning of a Performance Period (or, if shorter, before 25% of the
Performance Period has elapsed) in accordance with Code Section 162(m).
Following such selection by the Committee, the Participants will be advised
they are participants in the Plan for a Performance Period. Each
Performance Period generally will be of three years duration and will
commence on the first day of the applicable Plan Year. A new Performance
Period may commence each Plan Year.

c. LTI Awards.

1. Certification. At the end of each applicable Performance Period,
the Committee shall certify the extent, if any, to which the measures
established in accordance with Sections IV have been met and shall
determine the LTI Award, if any, payable to Participants. LTI Awards may be
granted to Participants as determined in the sole discretion of the
Committee. The Committee may not increase the amount of any LTI Award. The
Committee may, in its negative discretion, reduce the amount of any LTI
Award or refuse to pay any LTI Award.

2. Form of Payments of LTI Awards. Except as otherwise provided in
this Plan, LTI Awards for each Participant will be settled in one of the
manners set forth in Section VI(c)(2)(i), (2)(ii) or (2)(iii), as
determined on a case-by-case basis in the sole discretion of the Committee
and in three installments as provided in Sections VI(c)(3)(i), (3)(ii), and
(3)(iii). LTI Awards are subject to forfeiture until settled, as provided
below. In no event will the value of any LTI Award to a Participant for any
Performance Period exceed the amount of $10,000,000, excluding interest on
any Contingent Award (as defined below).

i. Cash. The Committee may, in its sole discretion, pay any LTI
Award in cash. LTI Awards paid in cash will be paid pursuant to
Sections VI(c)(3)(i), 3(ii), and 3(iii) below, unless the Committee
specifies a different payment date or unless the Committee has
approved a request by a Participant to defer receipt of any LTI Award
in accordance with Section VI(c)(4) below.

ii. Stock Options. The Committee may, in its sole discretion, pay
any LTI 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 LTI Award
issued in the form of stock options shall be subject to the terms and
conditions of the Stock Option Plan.

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

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

3. Timing of Payments of LTI Awards.

i. The Vested Award. Thirty-three percent of the LTI Award (the
"Vested Award") generally will be paid to each Participant within 60
days after the Award Certification Date, unless the Committee
specifies a different payment date.

ii. First Contingent Award. Thirty-three percent of the LTI Award
is referred to herein as the "First Contingent Award." The First
Contingent Award, plus interest at the Applicable Interest Rate
thereon from the Award Certification Date, will be paid to each
Participant within 60 days after the expiration of the first year
following the end of the final year of the applicable Performance
Period, provided that such First Contingent Award has not been
forfeited as set forth in the following sentence. The First Contingent
Award will be forfeited to the Company (unless the Committee in its
sole discretion otherwise determines) if, within one year from the end
of the Performance Period, the Participant terminates his or her
employment with the Company or a Majority-Owned Related Company (for
reasons other than death, retirement or disability, or transfer to a
Related Company, as such events may be defined by the Committee).

iii. Second Contingent Award. Thirty-four percent of the LTI
Award is referred to herein as the "Second Contingent Award." (The
First and Second Contingent Awards collectively shall be referred to
herein as the "Contingent Awards".) The Second Contingent Award, plus
interest at the Applicable Interest Rate thereon from the Award
Certification Date, will be paid to each Participant within 60 days
after the expiration of the second year following the end of the final
year of the applicable Performance Period, provided that such Second
Contingent Award has not been forfeited as set forth in the following
sentence. The Second Contingent Award will be forfeited to the Company
(unless the Committee in its sole discretion otherwise determines) if,
within two years from the end of the Performance Period, the
Participant terminates his or her employment with the Company or a
Majority-Owned Related Company (for reasons other than death,
retirement or disability, or transfer to a Related Company, as such
events may be defined by the Committee).

iv. Termination for Specified Reasons After End of Performance
Period. If a Participant retires, becomes disabled or dies after the
end of the Performance Period but prior to receiving his entire
remaining LTI Award, the Participant or his or her estate shall be
entitled to receive the entire remaining LTI Award, with interest
accruing only through and including the date of such event. Generally,
such payment to the Participant or his or her estate shall be made
within 60 days after the event.

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If a Participant transfers to a Related Company after the end of
the Performance Period, the Participant shall be entitled to receive
the entire remaining LTI Award. Generally, the payment of the First
Contingent Award to such Participant shall be made within 60 days
after the expiration of the first year following the end of the final
year of the applicable Performance Period, unless the Committee
specifies a different payment date. Generally, the payment of the
Second Contingent Award to such Participant shall be made within 60
days after the expiration of the second year following the end of the
final year of the applicable Performance Period, unless the Committee
specifies a different payment date. If such Participant should
terminate from the Related Company prior to receiving the entire
remaining LTI Award, any remaining LTI Award will be payable subject
to the sole and absolute discretion of the Committee.

4. Deferral of Payment of LTI Award. The Committee may, in its sole
discretion, permit a Participant to defer a Vested Award or any Contingent
Award under the Deferred Compensation Plan (or comparable international
plan, if any) pursuant to the terms and conditions of the Deferred
Compensation Plan, provided such deferrals are permitted by the Deferred
Compensation Plan.

5. Withholding for Taxes. The Company will have the right to deduct
from all LTI Award payments any taxes required to be withheld with respect
to such payments, including hypothetical taxes under the Company's
International Service Program Policy.

6. Payments to Estates. LTI Awards and interest thereon, if any, 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.

d. Termination or Transfer of Employment During a Performance Period.

1. For Reasons Other Than Retirement, Disability or Death. If the
Participant's employment with the Company or a Majority-Owned Related
Company terminates for any reason (other than retirement, disability,
death, or transfer to a Related Company) during any Performance Period, the
Committee may in its sole discretion determine that the Participant will
not be entitled to any LTI Award for that Performance Period; otherwise,
the Participant will receive a prorated LTI Award calculated in accordance
with Section VI(d)(3). Such payment, if any, will be paid in full in a lump
sum within 60 days after the Award Certification Date so that there will be
no Contingent Awards owing to the Participant and no ability to defer
payment of such prorated LTI Award.

2. For Retirement, Disability or Death. If a Participant's employment
with the Company or a Majority-Owned Related Company terminates during a
Performance Period because of retirement, disability or death during any
Performance Period, and an LTI Award is payable under the Plan for such
Performance Period, the Participant (or his or her estate in the event of
death) will be entitled to a prorated LTI Award calculated in accordance
with Section VI(d)(4). Such payment will be paid in full in a lump sum
within 60 days after the

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Award Certification Date so that there will be no Contingent Awards owing
to the Participant or his or her estate and no ability to defer payment of
such prorated LTI Award.

3. For Transfer to Related Company. If a Participant's employment with
the Company or a Majority-Owned Related Company terminates during a
Performance Period because he or she is transferred to a Related Company
during any Performance Period, and an LTI Award is payable under the Plan
for such Performance Period, the Participant will be entitled to a prorated
LTI Award calculated in accordance with Section VI(d)(4). Such payment will
be paid in cash pursuant to Sections VI(c)(3)(i), (3)(ii), and (3)(iii)
without ability to defer payment of such prorated LTI Award.

4. Calculation of Prorated LTI Awards for Termination or Transfer
During a Performance Period. Any prorated LTI Award to be paid in
accordance with Section VI(d)(1), (2) or (3) will be calculated as if the
Performance Period ended on the last day of the year in which the
Participant's employment terminated. The Committee will certify performance
based upon the applicable criteria as if the Performance Period has ended.
The portion of the LTI Award to be paid to the Participant or his or her
estate would then be determined by multiplying the LTI Award amount times a
fraction, the numerator of which will be the number of months of the
Performance Period that elapsed prior to the termination of employment
(rounding up to the next whole number) and the denominator of which will be
the number of months in the original Performance Period.

VII. AMENDMENT AND TERMINATION

The Board or the Committee may terminate the Plan at any time. From time to
time the Committee may suspend the Plan, in whole or in part. From time to time,
the Board or the Committee may amend the Plan, subject to obtaining share-owner
approval if required by Code Section 162(m). No amendment, termination or
modification of the Plan may in any manner affect Awards theretofore granted
without the consent of the Participant unless the Committee has made a
determination that an amendment or modification is in the best interest of all
persons to whom Awards have theretofore been granted, but in no event may such
amendment or modification result in an increase in the amount of compensation
payable pursuant to such Award.

VIII. 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.

IX. 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
and Related Companies 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.


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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.

X. CHANGE IN CONTROL

A "Change in Control," for purposes of this Section X, 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.

a. Executive Performance Incentive Plan.

If there is a Change in Control (as defined in this Section X) at any time
during a Plan Year, the Committee promptly will determine the EPI Award which
would have been payable to each Participant under the Plan for such Plan Year if
he had continued to work for the Company for such entire year and all targets
established under Section IV had been met for such Plan Year, and such Award
multiplied by a fraction, the numerator of which will be the number of full
calendar months he is an employee of the Company during such Plan Year and the
denominator of which will be 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 EPI Award under this Section X will
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.

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b. Long-Term Performance Incentive Plan.

If there is a Change in Control (as defined in this Section X) while the
Plan remains in effect, then:

1. each Participant's LTI Awards accrued through the date of such
Change in Control for each Performance Period then in effect automatically
will become nonforfeitable on such date;

2. the Committee immediately after the date of such Change in Control
will determine each Participant's LTI Award accrued through the end of the
calendar month which immediately precedes the date of such Change in
Control, and such determination will be made based on a formula established
by the Committee which computes such LTI Award using (1) actual performance
data for each full Plan Year in each Performance Period for which such data
is available and (2) projected data for each other Plan Year, which
projection will be based on a comparison (for the Plan Year which includes
the Change in Control) of the actual performance versus targeted
performance for each criteria applicable to the Award for the full calendar
months (in such Plan Year) which immediately precede the Change in Control,
multiplied by (3) a fraction, the numerator of which will be the number of
full calendar months in each such Performance Period before the date of the
Change in Control and the denominator of which will be the number of months
in the original Performance Period;

3. each Participant's accrued LTI Award (as determined under Section
X(b)(2) and his then unpaid Vested Award and Contingent Award(s) under
Section VI(c)(3) (computed with interest at the Applicable Interest Rate)
will be paid to him in a lump sum in cash promptly after the date of such
Change in Control in lieu of any other additional payments under the Plan
for the related Performance Periods; and

4. any federal golden parachute payment excise tax paid or payable
under Code Section 4999, or any successor to such Code Section, by a
Participant for his taxable year for which he reports the payment made
under Section X(b)(3) on his federal income tax return will be deemed
attributable to such payment under Section X(b)(3), and the Company
promptly on written demand from the Participant (or, if he is dead, from
his estate) will pay to him (or, if he is dead, to his estate) an amount
equal to such excise tax.


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