QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.31.2


AMENDMENT NUMBER ONE TO
THE COCA-COLA COMPANY BENEFITS PLAN
FOR MEMBERS OF THE BOARD OF DIRECTORS

        THIS AMENDMENT to The Coca-Cola Company Benefits Plan for Members of the Board of Directors (the "Plan") is adopted by The Coca-Cola Company Benefits Committee (the "Committee").

W I T N E S S E T H:

        WHEREAS, the Plan was previously amended by instrument dated April 15, 2003 in order to address the use and disclosure of protected health information; and

        WHEREAS, Section 6.01 of the Plan provides that the Committee may amend the Plan at any time; and

        WHEREAS, the Committee wishes to amend the Plan in order to correct a typographical error and to clarify certain information that is not considered to be protected health information.

        NOW, THEREFORE, the Committee hereby amends the Plan as follows, effective as of the dates specified herein:

        Effective January 1, 2006, Section 9.04 shall be restated in its entirety to read as follows:

        IN WITNESS WHEREOF, the Committee has adopted this Amendment Number One on the date shown below, but effective as of the dates indicated above.

    The Coca-Cola Company Benefits Committee

 

 

By:

 

/s/  
BARBARA S. GILBREATH      

 

 

Date:

 

December 16, 2005




QuickLinks

AMENDMENT NUMBER ONE TO THE COCA-COLA COMPANY BENEFITS PLAN FOR MEMBERS OF THE BOARD OF DIRECTORS