THE COCA-COLA COMPANY

                        1989 RESTRICTED STOCK AWARD PLAN
                     (As Amended through February 21, 2002)

Section 1.  Purpose

     The  purpose  of the 1989  Restricted  Stock  Award  Plan of The  Coca-Cola
Company (the "Plan") is to advance the  interest of The  Coca-Cola  Company (the
"Company")  and its  Related  Companies  (as  defined in  Section 4 hereof),  by
encouraging and enabling the acquisition of a financial  interest in the Company
by officers  and other key  employees  through  grants of  restricted  shares of
Company Common Stock (the "Awards", or singly, an "Award"). The Plan is intended
to aid the Company and its  Related  Companies  in  retaining  officers  and key
employees,  to stimulate the efforts of such  employees and to strengthen  their
desire to remain in the employ of the  Company  and its  Related  Companies.  In
addition,  the Plan may also aid in  attracting  officers and key  employees who
will become  eligible to  participate  in the Plan after a reasonable  period of
employment by the Company or its Related Companies.


Section 2.  Administration

     The Plan shall be administered by a committee (the  "Committee")  appointed
by the Board of  Directors of the Company (the  "Board") or in  accordance  with
Section 7, Article III of the By-Laws of the Company (as amended through October
17,  1996) from among its members and shall be  comprised of not less than three
(3)  members of the Board.  Unless and until its members  are not  qualified  to
serve on the Committee  pursuant to the provisions of the Plan, the Compensation
Committee  shall be members of the Board who are not eligible to  participate in
the Plan for at least one year  prior to the time  they  become  members  of the
Committee.  Eligibility  requirements  for members of the Committee shall comply
with Rule 16b-3 promulgated  pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or any successor rule or regulation.  The Committee
shall  determine  the officers and key  employees of the Company and its Related
Companies (including  officers,  whether or not they are directors) to whom, and
the time or times at which,  Awards will be granted,  the number of shares to be
awarded, the time or times within which the Awards may be subject to forfeiture,
and all other  conditions of the Award. The provisions of the Awards need not be
the same with respect to each recipient.

     The  Committee is  authorized,  subject to the  provisions  of the Plan, to
establish such rules and  regulations as it deems necessary or advisable for the
proper  administration  of the Plan and to take such other action in  connection
with or in relation to the Plan as it deems necessary or advisable.  Each action
made or taken pursuant to the Plan, including interpretation of the Plan and the
Awards granted hereunder by the Committee, shall be final and conclusive for all
purposes and upon all persons,  including,  without limitation,  the Company and
its Related Companies,  the Committee,  the Board, the Officers and the


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affected employees of the Company and/or its Related Companies and their
respective successors in interest.

Section 3.  Stock

     The stock to be issued under the Plan pursuant to Awards shall be shares of
Common Stock,  $.25 par value, of the Company (the "Stock").  The Stock shall be
made available  from treasury or authorized and unissued  shares of Common Stock
of the Company.  The total number of shares of Stock that may be issued pursuant
to  Awards  under the Plan,  including  those  already  issued,  may not  exceed
40,000,000  shares  (subject to adjustment in accordance  with Section 8), which
number  represents  the  number of  shares  originally  authorized  in the Plan,
adjusted for 2-for-1 stock splits which occurred on May 1, 1990, May 1, 1992 and
May 1, 1996, less the number of shares already issued pursuant to the Plan as of
October 1, 1996.  Shares of Stock  previously  granted  pursuant to Awards,  but
which are forfeited  pursuant to Section 5, below, shall be available for future
Awards.

Section 4.  Eligibility

     Awards may be granted to officers and key  employees of the Company and its
Related  Companies who have been employed by the Company or a Related  [Company]
(but only if the Related  Company is one in which the Company  owns on the grant
date,  directly  or  indirectly,  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 Related  Company's  financial  results to be consolidated with the Company's
financial results for financial  reporting  purposes) for a reasonable period of
time  determined by the  Committee.  The term "Related  Company"  shall mean any
corporation or other business  organization in which the Company owns,  directly
or  indirectly,  20  percent  or more of the  voting  stock  or  capital  at the
applicable  time. No employee shall acquire pursuant to Awards granted under the
Plan more than twenty (20)  percent of the  aggregate  number of shares of Stock
issuable pursuant to Awards under the Plan.

Section 5.  Awards

     Except as otherwise  specifically provided in the grant of an Award, Awards
shall be granted  solely for  services  rendered  to the  Company or any Related
Company by the  employee  prior to the date of the grant and shall be subject to
the following terms and conditions:

     (a) The Stock  subject to an Award shall be forfeited to the Company if the
employment of the employee by the Company or Related Company  terminates for any
reason  (including,  but not limited to,  termination  by the  Company,  with or
without cause) other than death, "Retirement",  as hereinafter defined, provided
that such Retirement occurs at least five (5) years from the date of grant of an
Award  and also  provided  that the  employee  has  attained  the age of 62,  or
disability  (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of  1986,  as  amended),  prior to a  "Change  in  Control"  of the  Company  as
hereinafter  defined.  "Retirement",  as used herein,  shall mean an  employee's

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voluntarily  leaving  the employ of the  Company or a Related  Company on a date
which is on or after the earliest date on which such employee  would be eligible
for an immediately  payable benefit pursuant to (i) for those employees eligible
for  participation in the Company's  Supplemental  Retirement Plan, the terms of
that  Plan  and  (ii)  for all  other  employees,  the  terms  of the  Employees
Retirement Plan (the "ERP") assuming such employees were eligible to participate
in the ERP.

     (b) If at any time the  recipient  Retires on a date which is at least five
(5)  years  from the date of grant of an Award and on or after the date on which
the employee has  attained  the age of 62, dies or becomes  disabled,  or in the
event of a "Change in Control" of the Company, as hereinafter defined,  prior to
such Retirement, death or disability, such recipient shall be entitled to retain
the number of shares  subject to the Award.  A "Change in Control"  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 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   shareholders   of  the  Company  approve  any  merger  or
consolidation as a result of which the Common 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.

     (c) Awards may contain such other  provisions,  not  inconsistent  with the
provisions of the Plan, as the Committee shall determine  appropriate  from time
to time.

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     (d) Performance-Based Awards.

          1. The  Restricted  Stock  Subcommittee  of the Board  which  shall be
comprised of two or more outside  directors  meeting the requirements of Section
162(m)  of the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code")(the
"Subcommittee")  may  select  from time to time,  in its  discretion,  executive
officers,  senior  vice-presidents  and other key  executives  of the Company to
receive  awards of  restricted  stock  under the Plan,  in such  amounts  as the
Subcommittee  may, in its  discretion,  determine  (subject  to any  limitations
provided  in the  Plan),  the  release  of which  will be  conditioned  upon the
attainment of certain performance  targets  ("Performance-Based  Awards").  With
respect to  individuals  residing in countries  other than in the United States,
the Subcommittee may authorize  alternatives that deliver substantially the same
value, including, but not limited to, promises of future restricted stock awards
provided that the grant and subsequent  release is contingent upon attainment of
certain performance targets under this section.

          2. At the time of each grant,  the  Subcommittee  shall  determine the
performance  targets and the Measurement  Period (as defined below) that will be
applied with respect to such grant.  Grants of  Performance-Based  Awards may be
made, and the performance  targets applicable to such  Performance-Based  Awards
may be defined and  determined,  by the  Subcommittee  no later than ninety days
after the  commencement of the  Measurement  Period.  The  performance  criteria
applicable  to  Performance-Based  Awards  will be one or more of the  following
criteria:

                (i)     average annual growth in earnings per share;
                (ii)    increase in share-owner value;
                (iii)   earnings per share;
                (iv)    net income;
                (v)     return on assets;
                (vi)    return on share-owners' equity;
                (vii)   increase in cash flow;
                (viii)  operating profit or operating margins;
                (ix)    revenue growth of the Company;
                (x)     operating expenses; and
                (xi)    quality as determined by the Company's Quality Index.


The  Measurement  Period  will be a  period  of  years,  determined  by the
Subcommittee in its discretion, commencing on January 1 of the first year of the
Measurement Period and ending on December 31 of the last year of the Measurement
Period. The Measurement Period will be subject to adjustment as the Subcommittee
may provide in the terms of each award.

          3. Except as otherwise provided in the terms of the award, shares
awarded in the form of Performance-Based Awards shall be eligible for release
(the "Release Date") on March 1 next following the completion of the Measurement
Period.

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          4. Shares awarded in the form of Performance-Based Awards will be
released only if the Controller of the Company and the Subcommittee certify that
the performance targets have been achieved during the Measurement Period.

          5. Performance-Based Awards granted pursuant to this Section 5(d) are
intended to qualify as performance-based compensation under Section 162(m) of
the Code and shall be administered and construed accordingly.

     (e) The receipt of stock subject to an Award shall be eligible for deferral
in  accordance  with the terms and subject to the  conditions  of The  Coca-Cola
Company Deferred Compensation Plan.

Section 6. Nontransferability of Awards

     Shares of Stock subject to Awards shall not be  transferable  and shall not
be sold, exchanged,  transferred, pledged, hypothecated or otherwise disposed of
at any time  prior to the  first to occur of  Retirement  on a date  which is at
least five (5) years from the date of grant of an Award and on or after the date
on which the employee has  attained  the age of 62, death or  disability  of the
recipient of an Award or a Change in Control.

Section 7. Rights as a Stockholder

     An employee who receives an Award shall have rights as a  stockholder  with
respect to Stock  covered by such  Award to receive  dividends  in cash or other
property or other  distributions  or rights in respect to such Stock and to vote
such Stock as the record owner thereof.

Section 8. Adjustment in the Number of Shares Awarded

     In the event there is any change in the Stock  through the  declaration  of
stock dividends,  through stock splits or through  recapitalization or merger or
consolidation or combination of shares or otherwise,  the Committee or the Board
shall make such adjustment,  if any, as it may deem appropriate in the number of
shares of Stock thereafter available for Awards.

Section 9. Taxes

     (a) If any employee properly elects, within thirty (30) days of the date on
which an Award is granted,  to include in gross  income for  federal  income tax
purposes an amount  equal to the fair market  value (on the date of grant of the
Award) of the Stock subject to the Award,  such employee shall make arrangements
satisfactory  to the  Committee to pay to the Company in the year of such Award,
any federal,  state or local taxes  required to be withheld with respect to such
shares.  If such employee  shall fail to make such tax payments as are required,
the Company and its Related  Companies  shall,  to the extent  permitted by law,
have the right to  deduct  from any  payment  of any kind  otherwise  due to the
employee  any  federal,  state or local taxes of any kind  required by law to be
withheld with respect to the Stock subject to such Award.

     (b) Each employee who does not make the election described in paragraph (a)
of this  Section  shall,  no later  than the date as of which  the  restrictions
referred to in Section

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5 and such other restrictions as  may  have been imposed as a condition of the
Award, shall lapse, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld with respect to the Stock subject to such Award,
and the Company and its Related Companies shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to the
employee any federal, state, or local taxes of any kind required by law to be
withheld with respect to the Stock subject to such Award.

     (c) The  Committee  may  specify  when it grants an Award that the Award is
subject to mandatory  share  withholding  for  satisfaction  of tax  withholding
obligations by employees.  For all other Awards, whether granted before or after
this paragraph 9(c) was added to this Plan,  tax  withholding  obligations of an
employee may be satisfied by share withholding,  if permitted by applicable law,
at the written  election of the employee prior to the date the  restrictions  on
the Award lapse.  The shares  withheld will be valued at the average of the high
and low  market  prices  at  which a share  of  Stock  was  sold on the date the
restrictions lapse (or, if such date is not a trading day, then the next trading
day  thereafter),   as  reported  on  the  New  York  Stock  Exchange--Composite
Transactions listing.

Section 10. Restrictive Legend and Stock Power

     Each  certificate   evidencing  Stock  subject  to  Awards  shall  bear  an
appropriate   legend  referring  to  the  terms,   conditions  and  restrictions
applicable to such award.  Any attempt to dispose of Stock in  contravention  of
such terms, conditions, and restrictions shall be ineffective. The Committee may
adopt rules which provide that the  certificates  evidencing  such shares may be
held in custody by a bank or other  institution,  or that the Company may itself
hold such shares in custody until the restrictions thereon shall have lapsed and
may  require,  as a  condition  of any  Award,  that the  recipient  shall  have
delivered a stock power  endorsed in blank relating to the Stock covered by such
Award.

Section 11. Amendments, Modifications and Termination of 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 qualify the Awards under the laws of various states  (including tax
laws) and under rules and regulations promulgated by the Securities and Exchange
Commission  with  respect to  employees  who are  subject to the  provisions  of
Section 16 of the  Exchange  Act, or to correct any defect or supply an omission
or reconcile any  inconsistency in the Plan or in any Award granted  thereunder,
without the  approval of the stock  holders of the Company;  provided,  however,
that no action shall be taken  without the approval of the  stockholders  of the
Company which may increase the number of shares of Stock available for Awards or
withdraw  administration from the Committee, or permit any person while a member
of the  Committee  to be  eligible  to receive an Award.  Without  limiting  the
foregoing,  the  Board  of  Directors  or  the  Committee  may  make  amendments
applicable or inapplicable only to participants who are subject to Section 16 of
the Exchange Act. No amendment or termination or  modification of the Plan shall
in any  manner  affect  Awards  therefore

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granted without the consent of the employee 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. The Board or the Committee
may modify or remove restrictions contained in Sections 5 and 6 on an Award or
the Awards as a whole which have been previously granted upon a determination
that such action is in the best interest of the Company. The Plan shall
terminate when (a) all Awards authorized under the Plan have been granted and
(b) all shares of Stock subject to Awards under the Plan have been issued and
are no longer subject to forfeiture under the terms hereof unless earlier
terminated by the Board or the Committee.

Section 12.     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.


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