COCA-COLA COMPANY LONG TERM PERFORMANCE INC. PLAN

EXHIBIT 10.21



LONG TERM PERFORMANCE INCENTIVE PLAN
OF THE COCA-COLA COMPANY

Section 1. Purpose

The purpose of the Long Term Performance Incentive Plan of The
Coca-Cola Company (the "Plan") is to advance the interests of The Coca-Cola
Company (the "Company") by providing a competitive level of incentive for
eligible senior executives which will encourage them to more closely identify
with share-owner interests and to achieve financial results consistent with the
Company's long range business plans. It will also provide a vehicle to attract
and retain key executives who are responsible for moving the business forward.

Section 2. Administration

The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company or a subcommittee thereof (the "Committee")
consisting of not less than two members of the Board of Directors. The
Committee shall determine which of the eligible key employees of the Company
and its Affiliates (as hereinafter defined) to whom, and the time or times at
which, Long Term Incentive Awards will be granted under the Plan, and the other
conditions of the grant of the Long Term Incentive Awards. The provisions and
conditions of the grants of Long Term Incentive Awards need not be the same
with respect to each grantee or with respect to each Long Term Incentive Award.

The Committee shall, 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 shall make determinations and shall 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 Long Term Incentive Awards
granted hereunder by the Committee shall be final and conclusive for all
purposes and upon all persons including, but without limitation, the Company,
its Affiliates, the Committee, the Board, officers and the affected employees
of the Company and/or its Affiliates and their respective successors in
interest.
Section 3. Eligibility

The Chief Executive Officer, the President (if any), each executive
officer and up to five additional senior officers of the Company ("Eligible
Officers") shall be eligible to participate in the Plan, but no individual
shall have a right to participate. Long Term Incentive Awards may be granted
to such Eligible Officers of the Company and its Affiliates as determined in
the sole discretion of the Committee. The term "Affiliates" shall mean any
corporation or business organization in which the Company owns, directly or
indirectly, twenty-five percent or more of the voting stock or capital during
the time to which the granting of the Long Term Incentive Award applies.

Section 4. Grants of Long Term Incentive Awards

(a) Annual Selection by the Committee of Participants. Annually,
participants shall be selected prior to or shortly after the beginning of a
three-year performance period ("Performance Period") in accordance with Section
162(m) of the Internal Revenue Code of 1986 (the "Code"). Following such
selection by the Committee, the Chief Executive Officer shall advise such
Eligible Officers that they are participants in the Plan for a Performance
Period. Each Performance Period will be of three years duration and shall
commence on the first day of January of the applicable year. A new three-year
Performance Period shall commence each year.

(b) Calculation of Performance Incentive Base. Annually, the
Committee shall calculate the participant's Performance Incentive Base for the
Performance Period then beginning. The Performance Incentive Base shall be the
participant's salary grade midpoint at the time of notification, times a
percentage predicated upon the participant's relative responsibility level
within the Company. The percentage will be progressively higher for
correspondingly higher levels of responsibility within the Company. Once the
Performance Incentive Base (i.e., the employee's salary grade midpoint and the
applicable percentage) is determined at the commencement of each Performance
Period, that Performance Incentive Base will not change for that Performance
Period.

Section 5. Performance Criterion

The measures of performance are objective and shall be based on two
criteria measured annually over the three-year Performance Period. The
criteria are (i) the Company's compounded average annual "growth in Unit Case
Sales" over the Performance Period and (ii) the compounded annual "growth in
Economic Profit" over the Performance Period.



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(a) Growth in Unit Case Sales. The annual compound "growth in
Unit Case Sales" shall mean the growth in the number of cases of 24 8 oz.
(U.S.) servings sold during a year compared to the number sold in the previous
year, as determined by the Controller.

(b) Growth in Economic Profit. "Growth in Economic Profit" for
each calendar year shall be determined in accordance with the definition of
Economic Profit in Accountant-in-Charge Memorandum Number 1987-10, as issued
and updated from time to time by the Corporate Controller's Group of the
Company and as in effect as of the beginning of each Performance Period.
Growth in Economic Profit is generally defined as growth in net operating
profit after taxes less a capital charge, where the capital charge is computed
by multiplying average operating capital invested by the weighted average cost
of capital.

Section 6. Award Determination

Awards will be determined after the close of each Performance Period
from an award matrix, based upon the two performance criteria, which matrix
shall be adopted by the Committee at the inception of each Performance Period.
The amount of an Award will equal the product of the Participant's Performance
Incentive Base and the percentage derived from the award matrix. In no event
shall an Award to a participant for any Performance Period exceed the amount of
$3,500,000, excluding interest on any Contingent Award or Vested Cash Award
deferred in accordance with Section 7(d). The Committee may, in its sole
discretion, reduce the amount of any Award or refuse to pay any Award.

Section 7. Payment of Awards

(a) Conditions to Payment of Awards. Prior to the payment of any
Award, the Committee shall certify the appropriate level of growth in Unit Case
Sales and Economic Profit to be used in determining the amount of such Award.
In addition, no Award shall be payable pursuant to this Plan until share owner
approval of the Plan (within the meaning of Code Section 162(m)) has been
received.

(b) Awards. Awards shall be paid in cash.

(c) The Vested Cash Award. One-half of the Award will be paid in
cash to each participant within sixty days after the date on which the
Committee certifies the criteria and makes the Award (the "Vested Cash Award").
The second half of the Award is





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referred to herein as the "Contingent Award", and it shall be paid to each
participant in the manner described in (e) below.

(d) Deferral of Vested Cash Awards. All Vested Cash Awards shall
be paid in cash at the time prescribed in subparagraph (c) above, unless the
Committee has received and approved, in its sole discretion, prior to the grant
of such Award, a request to defer payment. If such request to defer is
approved by the Committee, the participant may elect to receive deferred
payments of the Vested Cash Award from among the following options. Such
election shall be made at the time the request to defer is made.

(i) Full cash payment at a date not less than one year
from the date of the Vested Cash Award, nor more than one year after
the date of retirement,

(ii) Equal annual installments over a period not to exceed
fifteen years, commencing not less than one year from the date of the
Vested Cash Award, or

(iii) Upon retirement.

Any amounts deferred shall bear interest from the date a Vested Cash Award is
granted to the date of payment, such interest to be calculated pursuant to
rules promulgated by the Committee, but in no event shall constitute interest
which is "above-market" as set forth in Item 402 of Regulation S-K promulgated
by the Securities and Exchange Commission. Notwithstanding any election to
defer an Award as provided above, in the event of a participant's death, all
amounts elected to be deferred shall be paid in full to the executor or
administrator of a participant's estate within a reasonable time after notice
to the Committee of such participant's death.

(e) Payment and Forfeiture of Contingent Award. The Contingent
Award, plus interest thereon in accordance with the formula referred to in
Section 7(d) from the date of such Contingent Award as determined by the
Committee, shall be paid in cash to each participant within sixty days after
the expiration of the second year following the end of the final year of the
related Performance Period, provided that such Contingent Award has not been
forfeited as set forth in the following sentence. The Contingent Award shall
be forfeited to the Company (unless the Committee in its sole discretion shall
otherwise determine) if, within two years from the date the Contingent Award is
granted, the participant terminates his or her employment with the Company (for
reasons other than death, retirement or disability as such disability may be
determined by the Committee).





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(f) Retirement, Death or Disability During Forfeiture Period. If,
within two years after the end of a Performance Period for which a participant
receives a Contingent Award, the participant retires, dies or becomes disabled,
such participant (or his or her estate) shall be paid the full Contingent
Award.

(g) Deferral of Contingent Award. The participant may elect to
defer receipt of the Contingent Award at the same time and in the same manner
as provided with respect to the Vested Cash Award in subparagraph (d) above.

(h) Withholding for Taxes. The Company shall have the right to
deduct from all Long Term Incentive Award payments any taxes required to be
withheld with respect to such payments.

(i) Payments to Estates. Long Term Incentive Awards and earnings
thereon, if any, to the extent that they are due to a participant pursuant to
the provisions hereof and which remain unpaid at the time of the participant's
death, shall be paid in full to the executor or administrator of the
participant's estate.

Section 8. Termination of Employment During any Performance Period

(a) Termination for Reasons Other Than Retirement, Death or
Disability. If the participant's employment by the Company or an Affiliate
terminates for any reason (other than retirement, death or disability) during
any Performance Period, that participant shall not be entitled to any Long Term
Incentive Award for that Performance Period but may receive a pro-rated portion
of the Long Term Incentive Award calculated in accordance with Section 8(b)
below if the Committee so determines in its discretion.

(b) Death, Disability or Retirement During Performance Period. If
a participant retires, dies or becomes disabled during any Performance Period,
the amount of the Long Term Incentive Award shall be calculated as provided in
Sections 4, 5 and 6 as if the Performance Period ended on the last day of the
year in which the participant retired, died or became disabled. Such Long Term
Incentive Award will then be paid all in cash within sixty days after the date
on which the independent public accountants of the Company issue their report
on the financial statements of the Company for the last year of the Performance
Period. The amount of the Long Term Incentive Award will be prorated by a
fraction, the numerator of which shall be the number of whole calendar months
in the period commencing with the first month of the Performance Period and
ending with the whole calendar month immediately preceding the date of
retirement,





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death or disability, and the denominator of which will be thirty-six.

Section 9. Amendments, Modification and Termination of the Plan

The Board or the Committee may terminate the Plan, in whole or in
part, may suspend the Plan, in whole or in part from time to time, and may
amend the Plan from time to time, including the adoption of amendments deemed
necessary or desirable to correct any defect or supply an omission or reconcile
any inconsistency in the Plan or in any Long Term Incentive Award granted
hereunder so long as share owner approval has been obtained if required by Code
Section 162(m). No amendment, termination or modification of the Plan may in
any manner affect Long Term Incentive 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
Long Term Incentive 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.

Section 10. Governing Law

The Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the State of Georgia and construed in
accordance therewith.

Section 11. Effect on Benefit Plans

Awards will be included in the computation of benefits under the
Employees' Retirement Plan, Overseas Retirement Plan and other retirement plans
maintained by the Company under which the Participant may be covered and the
Thrift Plan, subject to all applicable laws and in accordance with the
provisions of those plans.

Awards shall 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.

Section 12. Change in Control

If there is a Change in Control (as hereinafter defined) while the
Plan remains in effect, then

(a) each participant's Award accrued through the date of
such Change in Control for each Performance Period





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then in effect automatically shall become nonforfeitable on
such date,

(b) the Committee immediately after the date of such
Change in Control shall determine each participant's Award
accrued through the end of the calendar month which
immediately precedes the date of such Change in Control, and
such determination shall be made based on a formula
established by the Committee which computes such 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
shall be based on a comparison (for the Plan Year which
includes the Change in Control) of the actual performance
versus budgeted performance for compound unit case sales
growth for the full calendar months (in such Plan Year) which
immediately precede the Change in Control and the actual
performance versus budget performance for the compound growth
in Economic Profit for such period multiplied by (3) a
fraction, the numerator of which shall 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
shall be thirty-six,

(c) each participant's accrued Award (as determined under
Section 12(b) and his then unpaid Vested Cash Award and
Contingent Award(s) under Section 7 (computed with interest at
the weighted prime rate at Trust Company Bank, Atlanta,
Georgia, accrued on such awards under Section 7 through the
date of such Change in Control but in no event constituting an
"above-market" rate of interest as set forth in Item 402 of
Regulation S-K promulgated by the Securities and Exchange
Commission) shall 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

(d) any federal golden parachute payment excise tax paid
or payable under Section 4999 of the Code, or any successor to
such Section, by a participant for his taxable year for which
he reports the payment made under Section 12(c) on his federal
income tax return shall be deemed attributable to such payment
under Section 12(c), 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.





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A "Change in Control" for purposes of this Section 12 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 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 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 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 time as a Change in Control would otherwise be
deemed to have occurred, the Board of Directors determines otherwise.





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