EXHIBIT 10.2 - KEY EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.2








THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN


THE COCA-COLA COMPANY

KEY EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS



ARTICLE SECTION PAGE

I ESTABLISHMENT OF PLAN

1.1 Establishment 1

1.2 Purpose 1

1.3 Application of Plan 1

II DEFINITIONS

2.1 Definitions 2

2.2 Gender and Number 4

III PARTICIPATION

3.1 Eligibility for Participation 5

3.2 Date of Participation 5

3.3 Duration of Participation 5

IV BENEFITS

4.1 Normal Retirement Benefit 6

4.2 Early Retirement Benefit 7

4.3 Pre-Retirement Surviving Spouse Benefit 7

4.4 Post-Retirement Surviving Spouse Benefit 8

4.5 Protection of Accrued Benefit 9

4.6 Change in Control 9

V FORFEITABILITY

5.1 Forfeitability of Benefits 14

VI FINANCING

6.1 Financing 15

6.2 No Trust Created 15

6.3 Unsecured Interest 15


VII ADMINISTRATION

7.1 Administration 16

7.2 Key Executive Retirement Plan Committee 16

7.3 Expenses 17

7.4 Indemnification 17

7.5 Amendment or Termination of the Plan 17

7.6 Applicable Law 18

7.7 Nonalienation 18

7.8 Limitation on Rights 18

7.9 Tax Withholding 19


THE COCA-COLA COMPANY

KEY EXECUTIVE RETIREMENT PLAN



ARTICLE I. ESTABLISHMENT OF PLAN


1.1 ESTABLISHMENT. Effective as of January 1, 1984, THE
COCA-COLA COMPANY established as part of The Coca-Cola Company
Supplemental Retirement Plan an unfunded supplemental
retirement plan for eligible executives and their
beneficiaries as described herein, which, effective January 1,
1990, shall be known as "THE COCA-COLA COMPANY KEY EXECUTIVE
RETIREMENT PLAN" (hereinafter called the "Plan").

1.2 PURPOSE. The purpose of this Plan is to provide key
executives of the Employer a retirement benefit which reflects
their contributions to the Company and to supplement the
benefits payable from the Employer's Qualified Pension Plan.

1.3 APPLICATION OF PLAN. The terms of this Plan are
applicable only to eligible executives who are in the employ
of the Employer on or after January 1, 1984. Any executive
who retires or terminates his employment relationship prior to
such date shall not be covered under this plan.



ARTICLE II. DEFINITIONS


2.1 DEFINITIONS. Whenever used in the Plan, the
following terms shall have the respective meanings set forth
below unless otherwise expressly provided herein, and when the
defined meaning is intended, the term is capitalized.

(a) "BENEFIT SERVICE" has the same meaning in this Plan
as is found in the Qualified Pension Plan.

(b) "CODE" means the Internal Revenue Code of 1986 as
amended from time to time.

(c) "COMMITTEE" means the administrative body designated
by the Chief Executive Officer of the Company to
administer the Plan as described in Article VII.

(d) "COMPANY" means The Coca-Cola Company.

(e) "COMPENSATION COMMITTEE" means the Compensation
Committee of the Board of Directors of The Coca-Cola
Company.

(f) "EARLY RETIREMENT AGE" means the first to occur of
(1) a Participant's age when he has both attained
his fifty-fifth birthday (but not his sixty-fifth)
and completed at least ten years of Vesting Service
or (2) age 60 with the approval of the Employer.

(g) "EFFECTIVE DATE" means January 1, 1984.

(h) "EMPLOYER" means the Company and any other
subsidiary corporation of the Company approved by
the Committee.

(i) "FINAL AVERAGE PAY" means the monthly average of a
Participant's Pay for the period of the five
consecutive calendar years during which he received
the largest total amount of Pay treating as a whole
calendar year the last calendar year in which he
earned any Pay.

(j) "NORMAL RETIREMENT AGE" means a Participant's sixty-
fifth birthday.

(k) "PARTICIPANT" means any executive of the Employer
who has met the eligibility requirements of the
Plan, as set forth in Article III hereof.

(l) "PAY" means the wage or salary paid to
the Participant for the Plan Year. Pay
will include (a) contributions made after
1983 to a qualified salary reduction


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plan or cafeteria plan, (b) earnings from any
subsidiary with whom the Company has executed a
reciprocal agreement to recognize earnings for
retirement plan purposes, for a period of work
during which the Participant earns Vesting Service
under the Qualified Pension Plan, and (c) severance
payments made after involuntary termination under a
formal severance pay policy in a form other than a
lump-sum payment incentive plan, and (d) performance
incentive plan awards, long-term incentive plan and
deferred compensation. Pay will exclude interest
accrued on long-term incentives.

(m) "PLAN" means the supplemental retirement plan
described in this instrument as the same may from
time to time be amended.

(n) "PLAN YEAR" means the calendar year.

(o) "QUALIFIED PENSION PLAN" means the Employee
Retirement Plan of The Coca-Cola Company and any
other defined benefit pension plan maintained by the
Employer.

(p) "VESTING SERVICE" has the same meaning in this Plan
as is found in the Qualified Pension Plan.

(q) "CHANGE IN CONTROL" means 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
November 15, 1988, 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) 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


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directors at the beginning of the period; (iii) the
shareholders of the Company approve any merger or
consolidation as a result of which its 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
shareholders of the Company approve any merger or
consolidation to which the Company is a party as a
result of which the persons who were shareholders 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 time as a Change in Control would
otherwise be deemed to have occurred, the Board of
Directors determines otherwise.

2.2 GENDER AND NUMBER. Except when otherwise indicated
by the context, any masculine terminology herein shall also
include the feminine and neuter, and the definition of any
term herein in the singular may also include the plural.



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ARTICLE III. PARTICIPATION


3.1 ELIGIBILITY FOR PARTICIPATION. Each Key Senior Vice
President in charge of a major functional group as defined by
the Chief Executive Officer of the Company and higher-level
executives of the Company and each other executive of the
Employer approved by the Chief Executive Officer from time to
time shall be eligible to participate in this Plan.
Notwithstanding any other provisions to the contrary, all
decisions relating to participation are subject to the review
and approval of the Compensation Committee.

3.2 DATE OF PARTICIPATION. Each executive who is
eligible to become a Participant under Section 3.1 shall
become a Participant on the later to occur of (a) January 1,
1984, or (b) the date he meets the eligibility requirements.

3.3 DURATION OF PARTICIPATION. An executive 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.



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ARTICLE IV. BENEFITS


4.1 NORMAL RETIREMENT BENEFIT.

(a) ELIGIBILITY. A Participant whose employment with the
Employer terminates on or after he has attained his
Normal Retirement Age shall be eligible for a normal
retirement benefit under this Plan subject to Section
5.1.

(b) AMOUNT. A Participant who is eligible pursuant to (a)
above shall be entitled to a monthly normal retirement
benefit in an amount equal to the excess of the greater
of (1) or (2) below over (3) below:

(1) the sum of (A) and (B) below:

(A) 20 percent of his Final Average Pay; and

(B) One percent of his Final Average Pay multiplied
by his years of Benefit Service not in excess
of 35 years;

(2) the monthly normal retirement benefit payable as a
life annuity he would have been entitled to receive
at his Normal Retirement Age (or later retirement)
under the Qualified Pension Plan, but for the
provisions of Section 415 and Section (401)(a)(17)
of the Code;

(3) the monthly normal retirement benefit he would be
entitled to receive at his Normal Retirement Age (or
later retirement) under the Qualified Pension Plan,
under the payment form actually elected.

(c) COMMENCEMENT AND DURATION. Monthly normal retirement
benefit payments in the form of a life annuity shall
commence at the same time as the normal retirement
benefit payable from the Qualified Pension Plan. When
payments begin, they shall be paid monthly thereafter as
of the first day of each succeeding month during his
lifetime.

(d) BENEFIT ADJUSTMENT AFTER PAYMENTS BEGIN. Any benefit
payable pursuant to Section 4.1(b) of this Article 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. In
addition, benefits from this Plan shall be adjusted if
benefits payable from the Qualified Pension Plan are
increased because retirees are granted an improvement in
retirement income.



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4.2 EARLY RETIREMENT BENEFIT

(a) ELIGIBILITY. A Participant whose employment with the
Employer terminates on or after the date he has attained
his Early Retirement Age shall be eligible for an early
retirement benefit under this Plan subject to Section
5.1.

(b) AMOUNT. A Participant who is eligible pursuant to (a)
above shall be entitled to a monthly early retirement
benefit in an amount equal to the greater of the amount
computed under Section 4.1(b)(1) hereof or the amount
computed under Section 4.1(b)(2) hereof. Such amount
shall be reduced, using the same reduction factors as are
in use under the Qualified Pension Plan, for each month
by which the Participant's first payment under this Plan
precedes age 62. The resulting amount shall be reduced
by any monthly benefit amount actually received from the
Qualified Pension Plan.

(c) COMMENCEMENT AND DURATION. Monthly early retirement
benefit payments in the form of a life annuity shall
commence at the same time as the early retirement benefit
payable from the Employer's Qualified Pension Plan except
for Participants not eligible for early retirement under
the Qualified Pension Plan, in which case early
retirement benefit payments shall commence on the first
of the month following retirement. When payments begin,
they shall be paid monthly thereafter as of the first day
of each succeeding month during his lifetime. When the
benefit from the Qualified Pension Plan commences, the
benefit from this Plan shall be reduced by the amount of
the benefit paid from the Qualified Pension Plan.

4.3 PRE-RETIREMENT SURVIVING SPOUSE BENEFIT.

(a) ELIGIBILITY. The Surviving spouse of a Participant who
dies while employed by the Employer shall be eligible for
a surviving spouse benefit under this Plan as if the
Participant had elected pre-retirement death benefit
coverage in the form of a 100 percent joint and survivor
annuity under the Qualified Pension Plan.

(b) AMOUNT. A surviving spouse who is eligible pursuant to
(a) above shall be entitled to a monthly surviving
spouse benefit computed in the same manner as a normal
retirement benefit for the Participant under Section
4.1(b) hereof, provided that the amount determined under
Subsection 4.1(b)(3) shall be the benefit actually
received by the surviving spouse from the Qualified
Pension Plan, if any, and provided further,



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that if payment of the benefit commences before a
Participant attains his Normal Retirement Age, the amount
of the benefit shall be actuarially reduced for each full
calendar month to occur between the later of (1) the date
the Participant would have attained age 55 or (2) the
date of his death and the month in which the Participant
would have attained age 62 by the amount of any actuarial
reduction applied in the Qualified Pension Plan relating
to early commencement of retirement benefits.

(c) COMMENCEMENT AND DURATION. Monthly surviving spouse
benefit payments shall commence on the first of the month
following the Participant's death. When payments begin,
they shall be paid monthly thereafter as of the first day
of each succeeding month until the first to occur of the
surviving spouse's death or remarriage, and shall be
subject to adjustment in accordance with the provision of
Section 4.1(d) of this article. In the event of
remarriage of the surviving spouse, benefits from this
Plan will cease, and benefits will be payable from the
Supplemental Retirement Plan beginning at the
Participant's earliest retirement age as defined in the
Employee Retirement Plan of The Coca-Cola Company.

4.4 POST-RETIREMENT SURVIVING SPOUSE BENEFIT.

(a) ELIGIBILITY. The surviving spouse of a retired
Participant who is receiving a benefit from the Qualified
Pension Plan in the form of a 100 percent joint and
surviving spouse payment and who dies while receiving, or
while entitled to in the future receive, a benefit under
Section 4.1 or 4.2 of this article, shall be eligible for
a surviving spouse benefit under this Plan.

(b) AMOUNT. A surviving spouse who is eligible pursuant to
(a) above shall be entitled to a monthly surviving spouse
benefit equal to the amount received or the amount that
could have been received by the Participant at his death.

(c) COMMENCEMENT AND DURATION. Monthly surviving spouse
benefit payments shall commence on the first of the month
following the Participant's death. When payments begin,
they shall be paid monthly thereafter as of the first day
of each succeeding month during her lifetime and shall be
subject to adjustment in accordance with the provisions
of Section 4.1(d).



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4.5 PROTECTION OF ACCRUED BENEFIT. In no event will the
accrued benefit of any participant at his retirement date on
or after January 1, 1989 be less than the benefit accrued at
the end of any earlier calendar year at which he was a
participant in this Plan.

4.6 CHANGE IN CONTROL.

(a) COVERAGE. If there is a Change in Control, each
Participant described in the first sentence of
Section 3.1 shall be covered by the special rules
set forth in this Section 4.6 and shall be referred
to as a "Covered Participant".

(b) FULL VESTING. If there is a Change in Control, each
Covered Participant's interest in his Accrued
Benefit shall immediately become fully vested and
nonforfeitable as of such date and as of any date
thereafter.

(c) ACCRUED BENEFIT. Each Covered Participant's Accrued
Benefit under this Section 4.6 as of any date such
benefit is calculated shall equal (1) the benefit
which would be payable to him under Section 4.1 if
he retired on such calculation date or, if he had
not reached his Normal Retirement Age by such date,
(2) the benefit which would be payable to him under
Section 4.2 if he retired early on such calculation
date or, if he had not reached his Early Retirement
Age by such date, (3) the benefit which would be
payable to him under Section 4.2 based on his actual
Final Average Pay and his actual Benefit Service on
such calculation date as if (i) he had continued to
work for the Employer until he reached his Early
Retirement Age and (ii) he had retired under Section
4.2 immediately after he reached such age.

(d) SPECIAL CHANGE IN CONTROL BENEFIT.

(1) TERMINATION OF EMPLOYMENT. If a Covered
Participant's employment with the Employer
terminates for any reason whatsoever before the end
of the two-consecutive-year period which begins on
the date there is a Change in Control, he shall be
paid the Change in Control benefit calculated in
accordance with the rules set forth in Section
4.6(d)(2) immediately after such termination of his
employment in cash in a lump sum in lieu of any
other benefit under the Plan.

(2) BENEFIT COMPUTATION RULES.

(A) BENEFIT SERVICE AND FINAL AVERAGE PAY. A Covered



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Participant's benefit under this Section 4.6(d)
shall be based on his actual Benefit Service on the
date his employment terminated for purposes of
Section 4.6(d)(1) and on his actual Final Average
Pay on such date unless he had not reached his Early
Retirement Age on or before such date. If he had
not reached his Early Retirement Age on or before
his employment terminated for purposes of Section
4.6(d)(1), his Final Average Pay shall be
recalculated [as the first calculation step under
this Section 4.6(d)] for the purposes of this
Section 4.6(d) on the assumption that (i) he had
continued to work for the Employer until he reached
his Early Retirement Age and (ii) his Pay for each
calendar year after the calendar year which
immediately preceded the date his employment
terminated for purposes of Section 4.6(d)(1) had
continued to increase until he reached his Early
Retirement Age at the rate of 8% per year (over his
Pay for the calendar year which immediately preceded
the date his employment so terminated).

(B) BENEFIT UNDER SECTION 4.1 OR SECTION 4.2.
As the second calculation step under this Section
4.6(d), a Covered Participant's Accrued Benefit
shall be recalculated as of the date of his
termination of employment for purposes of Section
4.6(d)(1) using (1) his Benefit Service and his
Final Average Pay as calculated under Section
4.6(d)(2)(A), (2) an assumption that he was
unmarried and would remain unmarried and (3) an
assumption that he was ineligible for any benefit
under any Qualified Pension Plan.

(C) ACTUARIAL EQUIVALENT. As the third
calculation step under this Section 4.6(d), a
Covered Participant's monthly life-only benefit as
calculated under Section 4.6(d)(2)(B) plus the
related monthly life-only survivor benefit which
would be payable under Section 4.4 to the person, if
any, who is his spouse on the date his employment
terminated for purposes of Section 4.6(d)(1) (if such
spouse survived him) shall be converted to an actuarial
equivalent lump sum benefit (1) using an 8% per annum
simple interest rate assumption, (2) using such other
factors and assumptions for making actuarial equivalent
lump sum cash-out calculations as in effect on the
date his employment terminated for purposes of
Section 4.6(d)(1) under the Employee Retirement



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Plan of The Coca-Cola Company or, if no such other
factors and assumptions are in effect on such date,
such other factors and assumptions for making such
calculations under such plan as in effect on the
date of the Change in Control and (3) assuming that
(A) he remains married to such spouse until his
death, (B) such spouse survives him and actually
receives a benefit from a Qualified Pension Plan in
the form of a 100 percent joint and surviving spouse
payment and (C) such spouse never remarries.

(D) PRESENT VALUE.

(1) POST-EARLY RETIREMENT AGE. If a Covered
Participant's employment actually
terminated for purposes of Section
4.6(d)(1) on or after his Early Retirement
Date, his benefit under this Section
4.6(d)(2)(D) shall be his actuarial
equivalent lump sum benefit as calculated
under Section 4.6(d)(2)(C) without any
further adjustments.

(2) PRE-EARLY RETIREMENT AGE. If a Covered
Participant's employment actually
terminated for purposes of Section
4.6(d)(1) before he reached his Early
Retirement Age, his benefit under this
Section 4.6(d)(2)(D) shall equal the
present value of his actuarial equivalent
lump sum benefit under Section
4.6(d)(2)(C) as calculated (as the fourth
calculation step in this Section 4.6(d))
using an 8% per annum interest rate
compounded annually.

(E) QUALIFIED PENSION PLAN BENEFIT. As the fifth
calculation step in this Section 4.6(d), the Covered
Participant's aggregate actual vested accrued Qualified
Pension Plan benefit, if any, on the date his
employment terminated for purposes of Section 4.6(d)(1)
shall be calculated as an actuarial equivalent lump sum
benefit payable as of such date using (1) an 8% per
annum simple interest rate assumption and (2) such other
factors and assumptions for making actuarial equivalent
lump sum cash-out calculations as in effect on the
date his employment terminated for purposes of
Section 4.6(d)(1) under the relevant Qualified Pension
Plan or, if no such other factors and assumptions



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are in effect on such date, such other factors and
assumptions for making such calculations under such
plan as in effect on the date of the Change in
Control.

(F) SECTION 4.6(D)(1) BENEFIT. A Covered
Participant's benefit under Section 4.6(d)(1) shall
(as the final calculation step in this Section
4.6(d)) equal the excess, if any, of his benefit as
calculated under Section 4.6(d)(2)(D) over his
Qualified Pension Plan benefit as calculated under
Section 4.6(d)(2)(E).

(e) TERMINATION OF EMPLOYMENT. If a Covered
Participant's employment with the Employer
terminates when he no longer is eligible for a
benefit under Section 4.6(d) but before he otherwise
is eligible for a benefit under Section 4.2, no
payment shall be made to him under the Plan until
the date he would have reached his Early Retirement
Age if he had continued to be employed by the
Employer. When such a Covered Participant so
reaches his Early Retirement Age, he shall be
treated under Section 4.2 as if he had immediately
retired, and his benefit under Section 4.2 shall be
calculated and paid under Section 4.2 at that time
based on his Final Average Pay and his Benefit
Service at his termination of employment. A Covered
Participant shall be treated as employed by the
Employer under Section 4.3, Pre-Retirement Surviving
Spouse Benefit, at his death if he dies on or after
the date his employment terminates and before the
date he is treated under this Section 4.6(e) as
retiring early under Section 4.2.

(f) EXCISE TAX. Any federal golden parachute payment
excise tax paid or payable under Section 4999 of the
Internal Revenue Code of 1986, as amended, or any
successor to such Section, by a Participant for his
taxable year for which he reports the payment made
under Section 4.6(d)(1) on his federal income tax
return shall be deemed attributable to such payment
under Section 4.6(d)(1), and the Company promptly on
written demand from the Participant (or, if he is
dead, from his estate) shall pay to him (or, if he
is dead, to his estate) an amount equal to such
excise tax.

(g) NON-COMPETITION. Neither the payment made under
Section 4.6(d)(1) nor a Covered Participant who
receives such payment shall be subject to Article V



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of the Plan, and no Covered Participant who receives
such a payment shall have any obligations whatsoever
(exclusively as a result of the receipt of such
payment) to refrain from engaging in any activity
which competes directly or indirectly with the
Employer.



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ARTICLE V. FORFEITABILITY


5.1 FORFEITABILITY OF BENEFITS. 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 (a) employed by or in any
manner provides services for any business organization that is
in direct competition with the Employer or (b) personally
engages in direct competition with the Employer. If a court
of competent jurisdiction finds that the restrictions provided
for in (a) and (b) 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. Further,
all rights under the Plan shall be extinguished and forfeited
if a Participant terminates employment with the Employer prior
to his Early Retirement Age for any reason other than death,
unless otherwise expressly provided in writing by the
Compensation Committee of the Board of Directors.



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ARTICLE VI. FINANCING


6.1 FINANCING. The benefits under this Plan shall be
paid out of the general assets of the Employer. The benefits
shall not be funded in advance of payment in any way.

6.2 NO TRUST CREATED. Nothing contained in this Plan,
and no action taken pursuant to the provisions of this Plan,
shall create or be construed to create a trust of any kind or
a fiduciary relationship between the Employer and any
Participant, his spouse, or any other person.

6.3 UNSECURED INTEREST. No Participant hereunder shall
have any interest whatsoever in any specific asset of the
Employer. To the extent that any person acquires a right to
receive payments under this Plan, such right shall be no
greater than the right of any unsecured general creditor of
the Employer.



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ARTICLE VII. ADMINISTRATION


7.1 ADMINISTRATION. The Company shall be the Plan
Administrator and shall have all of the powers and
responsibilities of that office as described in ERISA, which
powers and duties shall be delegated to the extent provided in
this Article VII.

7.2 KEY EXECUTIVE RETIREMENT PLAN COMMITTEE. The
Company's Chief Executive Officer (CEO) shall appoint a
Committee of at least five members, who may or may not be
officers or employees of the Company or a Subsidiary. Each
Committee member shall serve at the pleasure of the CEO. Any
member may resign by submitting a written resignation to the
CEO. The CEO shall appoint a successor member to fill each
vacancy on the Committee.

(a) ACTIONS. The CEO shall 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 shall select one of their members to serve as
acting chairman. The Committee shall 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. Each action of the Committee
shall be taken by a majority vote of all members then in
office, provided that the Committee may establish
procedures for taking written votes without a meeting.
The Committee may, by a properly executed resolution,
authorize any member or officer or any other person to
sign communication and to execute documents on its
behalf, and may delegate other duties and
responsibilities as it considers to be in the best
interest of the Plan.

(b) POWERS. The Committee shall have primary responsibility
for the administration of the Plan, and all powers
necessary to enable it to properly perform its duties,
including but not limited to the following powers and
duties:

(1) The Company may adopt rules and regulations
necessary for the performance of its duties under
the Plan.

(2) The Committee shall have the power to construe the
Plan and to decide all questions arising under the
Plan.



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(3) The Committee shall determine the eligibility of
Participants to receive benefits and the amount of
benefits to which any Participant may be entitled
under the Plan.

(4) The Committee shall direct the payment of benefits
from the Company's general treasury, and shall
specify the payee, the amount and the conditions of
each payment.

(5) The Committee shall prepare and distribute to the
Participants plan summaries, notices, and other
information about the Plan in such manner as it
deems proper and in compliance with applicable law.

(6) The Committee shall provide forms for use by
Participants in applying for benefits.

(7) The Committee shall appoint an enrolled actuary to
make periodic actuarial valuations of the Plan's
experience and liabilities and to prepare actuarial
statements.

(8) The Committee shall retain legal counsel,
accountants and such other agents as it deems
necessary to properly administer the Plan.

(9) The Committee shall cause to be filed all reports
under the Code.

7.3 EXPENSES. The Company shall pay all expenses
incurred by the Committee in administering the Plan, including
fees and charges of actuaries, attorneys, accountants, and
consultants.

7.4 INDEMNIFICATION. The Company shall indemnify and
hold harmless the Committee and each member and each person to
whom the Plan Administrator or the Committee has delegated
responsibility under this Article VII, from all joint or
several liability for their acts and omissions and for the
acts and omissions of their duly appointed agents in the
administration of the Plan, except for their own breach of
fiduciary duty and willful misconduct.

7.5 AMENDMENT OR TERMINATION OF THE PLAN. The Committee
shall have the right to amend or to terminate the Plan at any
time, provided



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(1) no such amendment or termination shall be effective
before the date the Committee properly acts to adopt
such amendment or to effect such termination if such
amendment or termination adversely affects any
Participant's right to a benefit which has vested
under the Plan before such date, and

(2) the Committee shall have no right whatsoever on or
after the date there is a Change in Control to amend
or to terminate the Plan if

(A) such amendment or termination is effective
as of any date before the end of the two-
consecutive-year period which begins on
the date that there is a Change in Control
and

(B) such amendment or termination affects in
any manner whatsoever the rights or
benefits of, or the provisions of the Plan
which directly or indirectly relate to, a
Covered Participant (as described in
Section 4.6(a)) unless

(C) all such Covered Participants
affirmatively consent in writing to such
amendment or termination.

Notice of any amendment or termination under this Section 7.5
shall be given in writing to each participant and to each
surviving spouse of a deceased Participant who has an interest
in the Plan.

7.6 APPLICABLE LAW. The Plan shall be construed in
accordance with the laws of the State of Georgia, except to
the extent such laws are preempted by the Code.

7.7 NONALIENATION. No benefits payable under the Plan
shall be subject to the claim or legal process of any creditor
of any Participant or Spouse, and no Participant or Spouse
shall alienate, transfer, anticipate, or assign any benefits
under the Plan.

7.8 LIMITATION ON RIGHTS. No person shall have any
right or interest in any portion of the Plan except as
specifically provided in the Plan.

7.9 TAX WITHHOLDING. The Employer may withhold,
or require the withholding of,



18


from any payment which it is required to make, any federal,
state, or local taxes required by law to be withheld with
respect to such payment and such payment and such sum as the
Employer may reasonably estimate as necessary to cover any
taxes for which the Employer may be liable and which may be
assessed with regard to such payment. Upon discharge or
settlement of such tax liability, the Employer shall
distribute the balance of such sum, if any, to the Participant
from whose payment it was withheld, or if such Participant is
then deceased, to the beneficiary of such Participant. Prior
to making any payment hereunder, the Employer may require such
documents from any taxing authority, or may require such
indemnities or surety bond as the Employer shall reasonably
deem necessary for his protection.




* * * * * * * * * * *

IN WITNESS WHEREOF, THE COCA-COLA COMPANY has caused this
instrument to be signed, effective as of January 1, 1990, on
this 11th day of March, 1991.


THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT
ATTEST: PLAN COMMITTEE

/s/ C. RON CHEELEY /s/ MICHAEL W. WALTERS
Secretary of the Committee Chairman




19

AMENDMENT NUMBER 1
TO THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN


Effective as of December 31, 1993, the Key Executive
Retirement Plan Committee of The Coca-Cola Company Key
Executive Retirement Plan (the "Plan") hereby amends the Plan
as follows:

1. The following new Section 4.2A hereby is added
immediately following Section 4.2 of the Plan:

"4.2A SPECIAL BENEFIT FOR CERTAIN PARTICIPANTS
TERMINATING BEFORE EARLY RETIREMENT AGE.

(a) ELIGIBILITY. An executive of the Employer
who is a Participant on December 31, 1993, and whose
employment with the Employer terminates before the
date he has attained Early Retirement Age shall be
eligible for a retirement benefit under this Section
4.2A, subject to Section 5.1.

(b) AMOUNT. A Participant who is eligible
pursuant to Subsection (a) above shall be entitled
to a monthly benefit in an amount equal to the
greater of the amount computed under Section
4.1(b)(1) or Section 4.1(b)(2) hereof, determined as
of December 31, 1993 based on his Final Average Pay
and years of Benefit Service as of such date. Such
amount 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. The resulting
amount shall be reduced by the monthly benefit
amount actually received from the Qualified Pension
Plan (or the monthly benefit amount that would have
been payable commencing at Early Retirement Age if
the Participant had been vested in the Qualified
Pension Plan on his employment termination date).

(c) COMMENCEMENT AND DURATION. Monthly
benefit payments under this Section 4.2A in the form
of a life annuity shall commence at the same time as
the benefit payable from the Employer's Qualified
Pension Plan; provided, if no benefit is payable
from the Qualified Pension Plan, then payments shall
commence on the first day of the month following the
date the Participant attains Early Retirement Age.
When payments begin, they shall be paid monthly
thereafter as of the first day of each succeeding
month during his lifetime."


2. Subsection (a) of Section 4.4 of the Plan is hereby
amended by deleting said subsection and substituting the
following in lieu thereof:

"(a) ELIGIBILITY. The surviving spouse
of a retired Participant who is receiving a benefit
from the Qualified Pension Plan in the form of a 100
percent joint and surviving spouse payment and who
dies while receiving, or while entitled to in the
future receive, a benefit under Section 4.1, 4.2 or
4.2A of this article, shall be eligible for a
surviving spouse benefit under this Plan."

3. Section 5.1 of the Plan is hereby amended by
deleting said section and substituting the following in
lieu thereof:

"5.1 FORFEITABILITY OF BENEFITS.

(a) NON-COMPETITION. 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.

(b) EARLY RETIREMENT AGE.

Except as provided in Section 4.2A, all
rights to a benefit under the Plan shall be
extinguished and forfeited if a Participant
terminates employment with the Employer prior to his
Early Retirement Age for any reason other than
death, unless otherwise expressly provided in
writing by the Compensation Committee of the Board
of Directors."

SECOND AMENDMENT TO
THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN


WHEREAS, pursuant to the power vested in the Key Executive
Retirement Plan Committee (the "Committee") under Section 7.5
of The Coca-Cola Company Key Executive Retirement Plan
effective January 1, 1990, which was amended by Amendment
Number 1 effective December 31, 1993 (the "Plan"), the
Committee may amend the Plan; and

WHEREAS, the Committee wishes to amend the Plan to provide
that spousal beneficiaries receiving benefits under the Plan
will continue to receive benefits if they remarry;

NOW THEREFORE, effective January 1, 1996, the Plan is hereby
amended as follows:

1.
Section 4.3(c) of the Plan shall be amended by deleting the
words "the first to occur of " and "or remarriage" as they
appear in the third line of the second sentence.

2.
Section 4.3(c) of the Plan shall be further amended by
deleting the last sentence thereof.

3.
Section 4.6(d)(2)(c) of the Plan shall be amended by deleting
the words "and (C) such spouse never remarries" as they appear
at the end of item (3) of such section and by inserting the
word "and" immediately before item (3)(B) of such section.

Except as specifically amended hereby, the Plan shall remain
in full force and effect as prior to this Second Amendment.

KEY EXECUTIVE
RETIREMENT PLAN
COMMITTEE

By: /s/ C. Ron Cheeley
Chairman

Date: 1/7/96