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EXHIBIT 10.24.3  


 
 

AMENDMENT ONE TO
  THE COCA-COLA COMPANY DEFERRED COMPENSATION PLAN
  As Amended and Restated Effective December 17, 2003    
    


        WHEREAS, pursuant to Section 8.4 of The Coca-Cola Company Deferred Compensation Plan (the "Plan"), the Compensation Committee of the Board of
Directors may amend the Plan at any time; 


        WHEREAS,
the American Jobs Creation Act of 2004 added new tax requirements in Internal Revenue Code (the "Code") Section 409A, applicable to nonqualified deferred compensation
plans including the Plan; 


        WHEREAS,
subsequent Internal Revenue Service guidance provided transition rules for deferrals subject to the new requirements; 


        WHEREAS,
until a new Plan document is required to be adopted (currently no later than December 31, 2006), the Plan is to be operated in good faith compliance with the new rules; 


        NOW
THEREFORE, the Plan is hereby amended to add a new Article IX as follows: 


ARTICLE IX

DEFERRALS SUBJECT TO SECTION 409A: INTERIM OPERATION

AND TRANSITION  


        9.1    Section 409A    


        The
American Jobs Creation Act of 2004 added new Code Section 409A. Certain deferrals under this Plan (generally, deferrals after December 31, 2004) are subject to Code
Section 409A and the regulations thereafter. This Article details certain interim transition provisions allowed by the Internal Revenue Service, and is intended to apply until a restated Plan
document is adopted. 


        9.2    Special Election with Respect to 2004 Bonus (Paid in March 2005)    


        Pursuant
to the transition relief provided in Internal Revenue Service Notice 2005-1, the requirement in Code Section 409A(a)(4)(B) relating to timing of elections
(i.e. requiring elections to be made prior to the beginning of the taxable year in which the services are performed giving rise to the compensation) shall not be applicable to deferrals of the 2004
Bonus (paid in March 2005), provided that the election is made prior to March 1, 2005 and the other requirements of Notice 2005-1 are met. Eligible Employees shall be allowed
to elect to defer or increase an existing deferral election for the 2004 Incentive (paid in March 2005) so long as such election is made no later than March 1, 2005. 


        9.3    Special Revocation Election with Respect to Deferrals Subject to Section 409A    


        Pursuant
to the transition relief provided in Internal Revenue Service Notice 2005-1 and the proposed regulations under Code Section 409A, Participants who had elected
to defer compensation subject to Code Section 409A may revoke or reduce certain deferral elections, as outlined below: 



	Item
 
	 	Action Allowed
	 	When Included

in Income

	2004 Bonus (Paid in March 2005)	 	Full revocation only	 	2005
	2005 Salary	 	Full revocation only	 	2005
	2005 Bonus (Paid in March 2006)	 	Revocation or reduction	 	2006





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        Gains
and losses on deemed investments will not be applied and Participants will have no claim to any deemed gains. No interest will be paid on any amounts. Such revocation must be
elected by December 1, 2005. 


        9.4    Good Faith Compliance    



        For
deferrals subject to Code Section 409A, the Plan shall be operated in good faith compliance with Code Section 409A until final Internal Revenue Service guidance is
issued. Such good faith operation shall include the plan changes outlined below which are effective for all deferrals subject to Code Section 409A. The Plan document shall be amended and
restated no later than the deadline prescribed by the Internal Revenue Service (currently December 31, 2006) to reflect all provisions required by Code Section 409A and the regulations
thereunder. 



	 
	 	Old/Grandfathered Provisions (for 2004 and earlier Plan Years)
	 	New Provisions (for 2004/05, 2005 and later Plan Years)

	Nonscheduled Withdrawals	 	Nonscheduled withdrawals permitted, with a forfeiture and participation penalty.	 	Nonscheduled withdrawals (other than hardship withdrawals) are not available for 2004/05 and later Plan year balances.
	

	Changing Scheduled Distribution Elections	 	• There is a limit of two changes during participation in the Plan.

• The new payment start date must be at least two years later than the previous start date and made 12 months in advance of the original payment date.	 	• There is no limit to the number of changes.

• The new payment start date must be at least five years later than the previous start date and made 12 months in advance of the original payment date.
	

	Definition of "Retirement"	 	For purposes of this Plan, five years earlier than the Participant's earliest retirement date under the Company's Employee Retirement Plan (generally age 50 with 5 years of service or age 55).	 	To receive balance as elected, at termination, Participant must be age 50 with 5 years of service or age 55 with no service requirement. Otherwise, a lump sum is paid after termination.
	

	Distribution Options for "Retirement"	 	Lump sum or 5, 10 or 15 annual installments, beginning after the quarter that the Participant retires or later, as long as the balance is entirely paid by the time your reach age 85. Installments require a balance of
$50,000 or more.	 	Same, except payments begin in February of the year after the year the Participant separates from service, or such later February that the Participant elects.
	

	Changing Retirement Distribution Elections	 	One time, a Participant may collapse all of the Retirement distribution elections into one election that will govern the payment method or postpone its timing.	 	• Collapsing of distributions is no longer permitted.

• There is no limit to the number of changes.
	 	 	 	 	 



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	Retirement/Termination Payment Timing	 	Distributions are paid (or installments commence) after the quarter following your termination of employment.	 	• Lump sums are paid (or installments commence) in February of the year following the year the Participant separates from service.

• Payments to "key employees" cannot be earlier than six months after separation from service, except if due to disability, death or, possibly, a change in control of the Company.
	

	Involuntary Termination Distribution	 	Participant could elect to receive a lump sum or 5 or 10 annual installments, with payment the quarter following termination. To receive installments, the Participant's balance must be $50,000 or more.	 	Not treated as a distinct distribution event. If at termination the Participant is age 50 with 5 years of service or age 55 with no service requirement and the Participant's balance is $50,000 or more, the Participant may
receive payment in a lump sum, or 5, 10 or 15 annual installments, starting either at termination or later, provided that the balance is entirely paid by the time the Participant reaches age 85.
	

	Stock Option Deferrals	 	Allowed for Tier 1 under certain circumstances.	 	No longer allowed.
	

	Newly-Eligible Participants	 	Allowed to enroll only at open enrollment	 	May participate as long as deferral electives are made within 30 days.




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AMENDMENT ONE TO THE COCA-COLA COMPANY DEFERRED COMPENSATION PLAN As Amended and Restated Effective December 17, 2003