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EXHIBIT 10.13  


         

  


DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS  


As amended and restated through October 16, 2003  


        1.    Purpose.    The purpose of The Coca-Cola Company Deferred Compensation Plan
for Non-Employee Directors (the "Plan") is to provide non-employee Directors of The Coca-Cola Company (the "Company") with an opportunity to defer certain
compensation as a Director. This Plan replaces the Plan adopted on December 7, 1983 as amended and restated (the "Prior Plan"). All deferrals made pursuant to the Prior Plan shall remain in
effect according to their terms unless changed pursuant to Section 8 below. 



        2.    Effective Date.    The Plan shall become effective upon approval by the Board of Directors of the Company. 


        3.    Eligibility.    Any Director of the Company who is not an employee of the Company or of any subsidiary or
affiliate of the Company is eligible to participate in the Plan. 


        4.    Election to Defer Compensation.    



        a.    Time of Eligibility.    An election to defer compensation shall be made by a nominee for election as a Director
who is not then serving as a Director prior to the time of election to the Board for the relevant elected term and prior to the right to receive any compensation with respect to such term. A Director
who has not previously elected to defer receipt of compensation or who has subsequently discontinued such election may elect to defer compensation by giving notice prior to November 1 of
each year, but any such election shall only be effective for compensation payable during the calendar year following such notice and thereafter. An election shall continue in effect until the end of
the participant's service as a Director or until the end of the calendar year during which the Director gives the Company written notice of the discontinuance of the election, whichever shall occur
first. Such a notice of discontinuance shall operate prospectively from the first day of the calendar year following the giving of notice referred to in the preceding sentence, and compensation
payable during any subsequent calendar year shall not be deferred, but compensation theretofore deferred shall continue to be withheld and shall be paid in accordance with the notice of election
pursuant to which it was withheld. 


        b.    Amount of Deferral.    A participant may only elect to defer receipt of all or a specified portion of the annual
retainer fee receivable by such Director for service as a Director of the Company, but not any other compensation or expense reimbursement. 


        c.    Manner of Electing Deferral.    A participant shall elect to defer compensation by giving written notice to the
Company in the form attached hereto as Exhibit A. Such notice shall include: 



          (i)  the
percentage or amount of compensation to be deferred; 


         (ii)  whether
the deferral will be into the "Cash Fund" or "Share Units"; and 


        (iii)  an
election of a lump-sum payment or of a number of annual installments (not to exceed five) for the payment of the deferred compensation, such
lump-sum payment or the first installment payment occurring on the later of January 15 of the year following the year in which service as a Director terminates or six months from
the date on which service as a Director terminates. 





        5.    Deferred Compensation Account.    The Company shall establish a deferred compensation account (the "Account")
for each participant. 



          (i)  For
amounts deferred to the Cash Fund, the Account will be credited 






 


        (a)   at
the time such amount would otherwise be payable, with the amount of any compensation, receipt of which the participant has elected to defer, and 


        (b)   at
the end of each calendar year or initial or terminal portion of a year, with deemed interest, at an annual rate equivalent to the weighted average prime lending rate
of SunTrust Bank, Atlanta for the relevant year or portion thereof (the "Interest Equivalents"), upon the average daily balance in the Account during such year or portion thereof. 




         (ii)  For
amounts deferred to Share Units, the Account will be credited 



        (a)   at
the time such amount would otherwise be payable, with the amount of any compensation, receipt of which the participant has elected to defer. Such amount shall be
converted on such date to a number of Share Units equal to the number of shares which theoretically could have been purchased on such date with such amount, using the average share price on the New
York Stock Exchange on such date, or if such date is not a trading day, on the next trading day; 


        (b)   on
each date on which a dividend is paid on the common shares of The Coca-Cola Company, with the number of Share Units theoretically which could have been
purchased with the amount of dividends payable on the number of shares equal to the number of Share Units in the participant's Account immediately prior to the payment of such dividend; the number of
additional Share Units shall be calculated as in 5(ii)(a) above; and 


        (c)   on
the date of any stock split or stock dividend, with the number of Share Units necessary for an equitable adjustment. 





        6.    Value of Deferred Compensation Accounts.    The value of each participant's Account shall consist of the
compensation deferred in accordance with paragraph 4(c) above and the Interest Equivalents in the case of the Cash Fund and the Share Units described in paragraph 5 above. All credits to
an Account shall be credited with Interest Equivalents or additional Share Units in relation to the period from the date credited to the date of payment to a participant or to his or her estate. As
promptly as practicable following the close of each calendar year a statement will be sent to each participant as to the balance in the participant's Account as of the end of such year. 


        7.    Payment of Deferred Compensation.    No payment may be made from a participant's Account except as follows: 



        a.     The
balance in a participant's Account in the Cash Fund shall be paid in cash in the manner elected in accordance with the provisions of paragraph 4(c) above. If
annual installments are elected, the amount of the first payment shall be a fraction of the balance in the participant's Account as of December 31 of the year preceding such payment, the
numerator of which is one and the denominator of which is the total number of installments elected. The amount of each subsequent payment shall be a fraction of the balance in the participant's
Account as of December 31 of the year preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number
of installments previously paid. Each payment pursuant to this paragraph 7(a) shall include Interest Equivalents, but only on the amount being paid, from the preceding December 31 to the
date of payment. 


        b.     The
balance in participant's Account in Share Units shall be paid in cash in an amount equal to the number of Share Units in the participant's Account multiplied by the
average of the high and low market prices at which a share of common stock shall have been sold on the date of calculation, or on the next preceding trading day if such date was not a trading date, as
reported on the New York Stock Exchange Composite Transactions listing (the "Share Unit Account 



3





 




Balance").
Upon calculation of the Share Unit Account Balance, such amount shall be credited to the participant's Account in the Cash Fund and paid in accordance with Section 7(a) above. 


        c.     In
the event of a participant's death or termination of service due to conflict of interest, illness or disability, the balance in the participant's Account (in the case
of (i) the Cash Fund including Interest Equivalents in relation to the elapsed portion of the year of death or termination of service and (ii) the Share Units, valued in accordance with
the procedures set forth in Section 7(b) above) shall be determined as of the date of death or termination of service due to conflict of interest, illness or disability and such balance shall
be paid in a single payment in cash to the participant or the participant's estate, as the case may be, as soon as reasonably possible thereafter. 




        8.    One-Time Election.    Participants who were participants in the Prior Plan may choose to transfer
the amounts in the Cash Fund to Share Units prior to November 1, 1997. Such election is irrevocable. The number of Share Units will be determined as of November 1, 1997 in accordance
with the method described in Section 5 (ii) (a) hereof. 


        9.    Participant's Rights Unsecured.    The right of a participant to receive any unpaid portion of the participant's
Account, whether the Cash Fund or Share Units, shall be an unsecured claim against the general assets of the Company. 


        10.    Nonassignability.    The right of a participant to receive any unpaid portion of the participant's Account
shall not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation. 


        11.    Administration.    This Plan shall be administered by the Secretary of the Company, who shall have the
authority to adopt rules and regulations for carrying out the Plan and to interpret, construe and implement the provisions thereof. 


        12.    Amendment and Termination.    This Plan may be amended, modified or terminated at any time by the Board of
Directors of the Company, provided, however, that no such amendment, modification or termination shall,
without the consent of a participant, adversely affect such participant's rights with respect to amounts theretofore accrued to the participant's Account. 


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Exhibit A 


 
 

Election    
    


TO
THE SECRETARY OF THE COCA-COLA COMPANY (the "Company"): 


        Pursuant
to paragraph 4 of The Coca-Cola Company Deferred Compensation Plan for Non-Employee Directors (the"Plan"), the undersigned hereby elects to defer
            % of all future payments with respect to the annual retainer fee for service on the Board of Directors of the Company in accordance with the terms of the Plan. Of such amount
            % shall be deferred to the Cash Fund and            % shall be deferred to Share Units. 


        The
compensation deferred is to be paid to me in the following manner (check and complete one): 



	/ /	 	single lump-sum payment in cash, to be paid on the later of January 15 of the year following the year in which my service terminates or six months from the termination of my service; or
	

/ /	
 	

installment payments in            (insert number up to five) annual installments, the first annual installment to be paid on the later of January 15 of the year following the year in
which my service terminates or six months from the termination of my service, and the subsequent annual installment payments to begin on January 15 of the year following the year in which my first payment was made.





        It
is understood that this election must be submitted to the Secretary of the Company 



	•
	by
November 1 for continuing directors to begin deferrals for payments otherwise to be received beginning in the next calendar year or



	•
	prior
to beginning service on the Board for new directors. 




        The
undersigned hereby acknowledges that this election is subject to the terms of the Plan. 



	 	 	 	 	 	 	
 (Signature of Director)
	

Date:	
 	

 	
 	

, 20    	
 	

 (Printed or typed name of Director)
	

Received on the            day of                        ,
20        on behalf of The Coca-Cola Company.
	

 	
 	

 	
 	

 	
 	

 Secretary




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