EXHIBIT 10.5

                 AMENDMENT ONE TO THE SUPPLEMENTAL BENEFIT PLAN
               AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002

THIS AMENDMENT to The Coca-Cola Company Supplemental Benefit Plan (the "Plan")
is adopted by The Coca-Cola Company Benefits Committee (the "Committee").

                              W I T N E S S E T H:

     WHEREAS, Section 6.4 of the Plan provides that the Committee may amend the
Plan at any time;

     WHEREAS, the Committee wishes to amend the Plan to provide an early
retirement program for certain employees who are involuntarily terminated in
2003.

    NOW, THEREFORE, the Committee hereby amends the Plan as follows:

                                       1.

Effective January 1, 2003, Appendix A shall be amended to read as follows:

Coca-Cola India, Inc., effective January 1, 2003.

                                       2.

Effective February 1, 2003, the following Appendix B shall be included in the
Plan:

                                   APPENDIX B

             2003 Involuntary Termination Early Retirement Program

(a) General. The Early Retirement Program is an undertaking by the Company to
provide an early retirement feature to eligible individuals who are
involuntarily terminated as a result of a company reorganization. Such program
is also being provided in the Qualified Pension Plan. This Appendix provides
similar Early Retirement Program features for eligible individuals who cannot be
provided their entire benefit from the Qualified Pension Plan due to Code or
ERISA limitations and eligible individuals who cannot be provided such features
through the Qualified Pension Plan by its terms. Eligibility for this Early
Retirement Program is set forth herein, notwithstanding any other provision of
the Plan. Except as expressly modified herein, the regular provisions of the
Plan continue to apply.

(b) Definitions.

    (1) "Cause" shall mean, solely for the purposes of this Early Retirement
        Program, a termination of employment by the Company or a Subsidiary
        which is based on a violation of the Company's Code of Business Conduct
        or any other policy of the Company or its Subsidiary, or for gross
        misconduct.

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    (2) "Early Retirement Eligible Employee" shall mean an Employee who meets
        all of the requirements of this Appendix B, subsection (c).

    (3) "Early Retirement Feature" shall mean the early retirement provisions
        during the Program Period, as set forth in this Appendix B, subsection
        (d).

    (4) "Noncompetition Agreement" shall mean the agreement on competition and
        solicitation of employees or customers that, if requested, an Early
        Retirement Eligible Employee is required to sign as a condition to
        retiring under the Early Retirement Program. The Noncompetition
        Agreement may be incorporated into the Release and Agreement on Trade
        Secrets and Confidentiality and its terms may vary for each Early
        Retirement Eligible Employee.

    (5) "Program Period" shall mean the period which starts on February 1, 2003
        and ends on December 31, 2003.

    (6) "Program Retirement Date" shall mean with respect to each Early
        Retirement Eligible Employee, the date the Early Retirement Eligible
        Employee retires with the Company's consent under the Early Retirement
        Program.

    (7) "Release and Agreement on Trade Secrets and Confidentiality" shall mean
        the release and confidentiality agreement that each Early Retirement
        Eligible Employee is required to sign as a condition to retiring under
        the Early Retirement Program, the terms of which may vary for each Early
        Retirement Eligible Employee.

(c) Eligibility. An individual shall be eligible for the Early Retirement
Feature if the he meets all of the following requirements:

    (1) He is an Employee of an Employer on February 1, 2003 or on an Approved
        Absence as of February 1, 2003, as those terms are defined in the
        Qualified Pension Plan;

    (2) He is eligible to participate in the Qualified Pension Plan
        under[section] 2.2 of such plan as of February 1, 2003 (or, if on an
        Approved Absence, was eligible to participate in the Qualified Pension
        Plan under [section] 2.2 as of his last day of Employment);

    (3) He will (if he lives) attain at least age 50 on or before December 31,
        2003 and would complete at least five (5) Years of Vesting Service (as
        defined in the Qualified Pension Plan, but regardless of whether or not
        he actually participated in the Qualified Pension Plan) if he continued
        to work through December 31, 2003;

    (4) He is involuntarily terminated (other than for Cause) during the Program
        Period;

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    (5) His Employment with an Employer actually terminates on his Program
        Retirement Date;

    (6) He has signed the Release and Agreement on Trade Secrets and
        Confidentiality and, if requested by the Company, the Noncompetition
        Agreement, and has mailed such documents to the Company in accordance
        with the Company's instructions on or before the date specified in the
        Release and whose Release becomes irrevocable; and

    (7) His Retirement Benefit cannot be paid in full from the Qualified Pension
        Plan because of any limitations or restrictions under the Code or ERISA,
        including but not limited to Code Sections 401(a)(4), 401(a)(17), 415 or
        401(l), or because he deferred compensation under the Deferred
        Compensation Plan.

    Provided that, a Participant shall not be an Early Retirement Eligible
    Employee if:

    (1) He, on or before January 31, 2003, has satisfied all the requirements to
        receive severance benefits under Company's Severance Pay Plan or under
        any other severance pay arrangement maintained by the Company or any
        Subsidiary;

    (2) He is receiving or has been approved to receive long term disability
        benefits under any plan which provides such benefits and which is
        maintained by the Company or any Subsidiary (unless the first
        24-consecutive month period in which he is eligible to receive such
        benefits ends during the Program Period); or

    (3) He has entered into a separate, written agreement with an Employer with
        respect to the termination of his Employment.

    Notwithstanding the foregoing, the Committee may, in its sole discretion,
    identify additional Early Retirement Eligible Employees for purposes of this
    Plan, provided that i) such individual would (if he lives) attain at least
    age 50 on or before December 31, 2003 and would complete at least five (5)
    Years of Vesting Service (as defined in the Qualified Pension Plan, but
    regardless of whether or not he actually participated in the Qualified
    Pension Plan) if he continued to work through December 31, 2003 and ii) his
    inclusion in this Plan would not cause the Plan to fail to be considered a
    "top-hat" plan for purposes of ERISA and the Code.

(d) Early Retirement Feature.

    (1) Solely during the Program Period and solely for the purposes of this
        Early Retirement Program, the definition of "Earliest Retirement Date"
        in Article I of the Plan shall mean, with respect to an Early Retirement

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        Eligible Employee, the earlier of: i) the date he has both attained age
        50 and completed five (5) Years of Vesting Service (as defined in the
        Qualified Pension Plan, but regardless of whether or not he actually
        participated in the Qualified Pension Plan) or ii) the date he attains
        age 60. An Early Retirement Eligible Employee may be eligible for an
        immediately payable benefit under this Plan even if he is not eligible
        for an immediately payable benefit under the Qualified Pension Plan.

    (2) Solely with respect to Early Retirement Eligible Employees for purposes
        of this Early Retirement Program, Section 3.1(a) shall be modified as
        described in this subsection. An Early Retirement Eligible Employee
        shall be entitled to a Supplemental Pension Benefit equal to that
        portion of his Retirement Benefit under the Qualified Pension Plan
        (whether or not he actually participated in the Qualified Pension Plan)
        that is not payable under such Qualified Pension Plan as a result of any
        limitations or restrictions under the Code or ERISA, including but not
        limited to Code Sections 401(a)(4), 401(a)(17), 415 or 401(l), or as
        limited by the terms of the Qualified Pension Plan, including Addendum O
        thereto. In calculating an Early Retirement Eligible Employee's
        Retirement Benefit, such benefit shall be determined i) without regard
        to the limitation of Code Section 401(a)(17), ii) by taking into
        consideration compensation that would have been considered
        benefit-eligible compensation under the Qualified Pension Plan had the
        Participant not elected to defer amounts under the Deferred Compensation
        Plan, iii) by assuming that the Early Retirement Eligible Employee would
        have been eligible for the program set forth in Addendum O of the
        Qualified Pension Plan, whether or not he is actually eligible, and iv)
        applying the early commencement reductions set forth in Addendum O of
        the Qualified Pension Plan. In no event shall the total benefit paid
        from any Company or Subsidiary plan (including but not limited to the
        Qualified Pension Plan and this Plan) to an Early Retirement Eligible
        Employee exceed the amount of Retirement Benefit determined under the
        Qualified Pension Plan had compensation not been deferred under the
        Deferred Compensation Plan, without regard to any limitations imposed by
        ERISA and the Code, and assuming the Early Retirement Eligible Employee
        was eligible for the early retirement feature under Addendum O of the
        Qualified Pension Plan.

    (3) Solely with respect to Early Retirement Eligible Employees for purposes
        of this Early Retirement Program, Section 3.1(c)(1) shall be modified as
        described in this subsection. The Supplemental Pension Benefit shall be
        payable in monthly increments as of the first day of the month
        concurrently with and in the same manner as the Participant's Retirement
        Benefit under the Qualified Pension Plan; provided however, that if an
        Early Retirement Eligible Employee is not eligible for an immediately
        payable benefit under the Qualified Pension Plan, the Supplemental
        Pension Benefit shall be payable in monthly increments as of the first
        day of the month following his Program Retirement Date and in a form
        elected

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        by the Early Retirement Eligible Employee as if he was eligible
        for an immediately payable benefit under the Qualified Pension Plan. For
        such Early Retirement Eligible Employees, at the time he first becomes
        eligible for a benefit from the Qualified Pension Plan (regardless of
        whether or not he actually elects to receive such benefit), the
        Supplemental Pension Benefit will be recalculated as if he was receiving
        the Qualified Pension Plan benefit. If a different method of payment is
        elected under the Qualified Pension Plan that provides additional
        survivor protection or if he elects a survivor optional form of benefit
        under Section 7.2 of the Qualified Pension Plan that is not reflected in
        the Supplemental Pension Benefit, the Supplemental Pension Benefit will
        be recalculated as if he had elected such form of payment in this Plan
        at the time he commenced benefits under this Plan.

    (4) If an Early Retirement Eligible Employee's actual age is under age 50 on
        his Program Retirement Date or Benefit Commencement Date (as defined in
        the Qualified Pension Plan), he shall be treated as if his actual age
        was age 50.

IN WITNESS WHEREOF, the Committee has adopted this Amendment 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   2/27/03
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