Exhibit 10.55


 


THE COCA-COLA EXPORT CORPORATION


 


OVERSEAS RETIREMENT PLAN


 


As Amended and Restated


 


Effective October 1, 2007


 

















 


THE COCA-COLA EXPORT CORPORATION


 


OVERSEAS RETIREMENT PLAN


 


CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ELIGIBILITY & APPROVAL FOR PARTICIPATION

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PAYMENT OF BENEFITS

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  VESTING

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  CALCULATION OF BENEFIT

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  SPOUSE’S BENEFIT

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  CHANGE OR DISCONTINUANCE OF PLAN

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADMINISTRATION OF PLAN

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS

  	
  25

  



 


2

















 


ARTICLE I


 


DEFINITIONS


 


The
following words and phrases as used herein shall have the meaning specified
below, unless a different meaning is plainly required by the context. The
masculine pronoun, wherever used, shall include the feminine. Whenever any
words are used herein in the singular, they shall be construed as though they
were also used in the plural, in all cases where they would so apply.


 


Actuarial Equivalent shall mean a benefit of
equivalent value when computed on the basis of the actuarial tables and
interest adopted by the Committee.  If a
Member has a Separation from Service prior to his Earliest Retirement Date, and
payment is made or is payable prior to his Earliest Retirement Date, deferred
annuity factors shall be applied.  If a
Member has a Separation from Service on or after his Earliest Retirement Date,
immediate annuity factors shall be applied.


 


Approved Absence shall mean any leave of absence that shall
have been granted by the Employer for temporary disability, for military
service, or for other reasons and that is approved by the Committee (or its
designee).  Personal leaves of absence
are not considered Approved Absences.


 


Average Annual Compensation shall mean the average of
the Participant’s Compensation for the five consecutive Plan Years (or actual
consecutive number if fewer than five) for which his Compensation was highest
during the eleven consecutive Plan Years for which Years of Vesting Service are
granted (or actual consecutive number if fewer than eleven) ending with the
last Plan Year in which he received Compensation (treating the last Plan Year
as a whole Plan Year, but taking into account only the actual Compensation
received).  If the final year for which
the benefit is being calculated is a partial year, Average Annual Compensation
shall be calculated without any adjustment to Compensation paid in the final
partial year.  If one or more of any
other years in the high five consecutive Plan Years for which the benefit is
being calculated is a Plan Year in which the Participant is credited with only
a partial Year of Vesting Service, Average Compensation shall be calculated
according to the following provision. 
For each partial year, the Participant’s regular monthly base salary (to
the extent it otherwise qualifies as Compensation) as of i) the last full month
in which Vesting Service is credited in that year or ii) the first full month
in which Vesting Service is credited (as applicable), shall be deemed to be
paid in each of the remaining months in which no Vesting Service is credited
and no Compensation is paid in that same year. 
Once applied, Average Annual Compensation shall be calculated in the
normal method using actual Compensation paid and the deemed paid compensation
described in this paragraph.  No bonuses,
incentives, hiring payments, termination payments, or other extraordinary
remuneration shall be deemed to be paid or taken into account in the calculation
of deemed compensation for the partial year.


 


Break in Service shall mean, with respect to an Employee, a
twelve consecutive month period beginning on the Employee’s Termination Date
and ending on the first anniversary of that date, during which he did not
perform an Hour of Service.


 


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 under the Securities Exchange Act of 1934, as amended (“1934
Act”), as in effect on January 1, 2004, provided that 


 


3

















 


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
1934 Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act as in effect on January 1, 2004) 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 shareowners of the Company approve any merger or consolidation
as a result of which the KO Common Stock (as defined below) 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, and such merger,
consolidation, liquidation or sale is completed; or (iv) the shareowners
of the Company approve any merger or consolidation to which the Company is a
party as a result of which the persons who were shareowners 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, and such merger, consolidation, liquidation or
sale is completed; provided, however, that no Change in Control shall be deemed
to have occurred if, prior to such times as a Change in Control would otherwise
be deemed to have occurred, the Board of Directors determines otherwise.  Additionally, no Change in Control will be
deemed to have occurred under clause (i) if, subsequent to such time as a
Change of Control would otherwise be deemed to have occurred, a majority of the
Directors in office prior to the acquisition of the securities by such person
determines otherwise.


 


Code shall mean the Internal Revenue Code of 1986, as
amended.


 


Committee shall mean the International Benefits
Administrative Committee as herein provided in Article IX.


 


Company shall mean The Coca-Cola Company, a Delaware
corporation.


 


Compensation shall mean for any Plan Year, the amount
derived by including the amounts in Subsections (a) and (b) and
excluding the amounts in Subsection (c), as follows:


 


	
   

  	
  (a)

  	
  all such Member’s base pay, as such term is used for the purpose of
  determining the amount of the Member’s bonus under any annual incentive award
  program sponsored by the Company;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  unused accrued annual leave payments made pursuant to the
  International Service Program policy, all annual or discretionary incentives
  paid to the Member, including any principal amounts (but not interest) paid
  under the Company’s Long-Term Incentive Plan and Executive Performance
  Incentive Plan and including any payments made in 2000 as retention bonuses
  in conjunction with the Strategic Organizational Alignment, but not

  



 


4

















 


including any premiums paid
under any International Service program maintained by the Company;


 


(c)  all of the
following items: (1) deferred compensation (other than any deferred
compensation payable under a formal incentive arrangement and compensation
deferred under The Coca-Cola Company Deferred Compensation Plan); (2) all
severance payments (other than severance payments made after involuntary
termination under a formal severance pay policy in a form other than a lump-sum
payment commencing prior to March 1, 2008) and the Special Cash Payment
which was made by the Company under the Special Retirement Program; (3) tuition,
relocation, and other expense reimbursements; (4) taxable income from
excess group life insurance; (5) taxable income from stock option transactions
and restricted stock transactions; (6) welfare benefits; (7) cash and
noncash fringe benefits; (8) extraordinary remuneration associated with an
international assignment (including but not limited to, tax equalization
payments, mobility allowances, and housing allowances); (9) extraordinary
remuneration related to separation of employment or transition of employment; (10) hiring
bonuses and any other extraordinary remuneration in conjunction with or related
to hiring or transfer; (11) make-whole payments; and (12) ex gratia payments.


 


Except as provided below in this Subsection,
Compensation will include only those amounts that are actually paid by an
Employer.  Compensation shall also
include any amounts paid by an entity listed in Schedule A that would have
constituted Compensation if paid by an Employer.  If a Member has a Separation from Service and
is not being credited with Years of Benefit Service, Compensation for such
period shall not be credited.


 


Compensation during an Approved Absence or while a
Member is Disabled will be computed by multiplying the Member’s Compensation
(excluding incentives) during the Plan Year preceding the Plan Year in which
his absence begins, by the number of whole and/or partial year(s) (computed
in twelfths of a year) of his absence. 
Compensation, during an Approved Absence or while Disabled commencing
during the first year of employment or reemployment with an Employer following
a Termination Date, will be computed by annualizing the Employee’s actual
compensation earned during such year prior to the Approved Absence or
Disability, excluding any incentives earned during such year.


 


Notwithstanding the previous paragraph, Compensation
during an Approved Absence granted for the purpose of allowing the Member to
provide services to an entity which operates under a license with the Company
to use the Company’s trademarks in connection with the preparation, packaging,
distribution, and sale of the Company’s products shall be determined as if such
entity were an Employer under this Plan.


 


Compensation of a Member who is providing services
outside the United States shall be determined by the Committee according to
guidelines established by the Committee. In addition, the Committee may
determine a Member’s Compensation in a currency other than U.S. dollars.


 


5

















 


Disability or Disabled shall mean a physical or
mental incapacity that qualifies the Member for benefits under The Coca-Cola
Company Long-Term Disability Income Plan or a Committee-approved long-term
disability plan of another Employer, provided that the Member is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve months.


 


Earliest Retirement Date.  The earlier of: i) the first day of the month
on or following a Member’s 60th birthday; or ii) the first day
of the month after which a Member has both attained age 55 and completed ten
Years of Vesting Service.


 


Employee shall mean any
individual who is employed by the Company or a Subsidiary.


 


Employer shall mean the Company or any Subsidiary.


 


Employment Date shall mean the date on which the Employee
first completes an Hour of Service; provided that the Employment Date of an
Employee who incurs a Break in Service will be the first day on which he
completes an Hour of Service after such Break in Service.


 


Home Country shall mean the country of citizenship or country of
initial employment with an Employer. A member may have more than one Home
Country. Where there is a question regarding whether or not a country is a Home
Country for a Member, the Committee shall make such determination.


 


Hour of Service shall mean each hour for which an Employee
is paid or entitled to payment for the performance of duties for an Employer.


 


International Service shall mean those services
provided to an Employer by an Employee where the Employee is properly
designated on the payroll records of the Employer as an International Service
Associate or as otherwise determined in accordance with guidelines established
by the Committee.


 


Member shall mean an Employee who has engaged in
International Service, who has become a Member of the Plan as provided in Article II
hereof, and who has not ceased to be a Member as provided in either Article VII
or Article VIII.


 


Normal Retirement Date.  The first day of the month on or following a
Member’s 65th birthday.


 


Plan shall mean The
Coca-Cola Export Corporation Overseas Retirement Plan.


 


Plan Sponsor shall mean The
Coca-Cola Export Corporation.


 


Plan Year shall mean the twelve-month period beginning on January 1
and ending on December 31 each year.


 


6

















 


Separation from Service shall mean that employment
with an Employer terminates such that it is reasonably anticipated that no
further services will be performed. 
Separation from Service shall be interpreted in a manner consistent with
Section 409A of the Code and the regulations thereunder.


 


Specified Employee shall mean a key employee
of an Employer who meets the requirements of Section 416(i)(1)(A)(i), (ii) or
(iii) of the Code, as defined in Section 409A of the Code and the
regulations thereunder.


 


Spouse shall mean the surviving spouse of a deceased
Member.


 


Subsidiary shall mean any corporation not less than 80% of
whose voting stock or ownership interest (not including shares having voting
power only upon the happening of an event of default) is at the time owned,
directly or indirectly, by the Company. 
Any such corporation shall be a Subsidiary only during such time as the
foregoing ownership requirements are met.


 


Termination Date shall mean the earlier of -


 


	
  (a)

  	
   

  	
  The date on which an Employee is no longer providing services to any
  Employer by reason of quit, retirement, discharge, or death; or

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  The first anniversary of the first date of a period in which an
  Employee remains absent from service (with or without pay) from all Employers
  for any reason other than quit, retirement, discharge, or death, such as
  vacation, holiday, sickness, disability, leave of absence (other than an
  Approved Absence), or layoff.

  



 


Notwithstanding
the above, in the case of an Employee receiving severance payments commencing
prior to March 1, 2008 made after involuntary termination under a formal
severance pay policy in a form other than a lump-sum payment such Employee’s
Termination Date will not be earlier than the date such severance payments
cease.


 


Year of Benefit Service shall mean, with respect to
a Member, each of the whole and partial Years of Vesting Service, subject to
the following modifications:


 


(a)                                  Exclusions. Years of
Benefit Service shall not include any of the following periods of service:


 


(1)                                  any Home
Country service otherwise included as Years of Vesting Service occurring after
the Member commences participation in the Plan unless the Member subsequently
engages again in International Service, in which event the intervening Home
country service will be treated as Years of Benefit Service;


 


(2)                                  any period of
an Approved Absence that extends beyond one year if the Approved Absence ends
as a result of the Employee’s termination of Employment (for any reason other
than death or Disability) with all Employers before attainment of the earlier
of:  (i) age 60; or (ii) age 55
with ten  or more Years of Vesting
Service;


 


7

















 


(3)                                  periods of
absence beginning after 1975, due to resignation, discharge, or retirement,
whether or not the Participant returns to employment with an Employer within
one year; and any period of absence extending beyond one year that is not an
Approved Absence;


 


(4)                                  periods of
service with an entity other than an Employer or with an entity that has been
designated by the Committee pursuant to the definition of Year of Vesting
Service, subsection (a)(6), and periods of absence beginning after 1975, due to
resignation, discharge, or retirement, whether or not the Member returns to
employment with an Employer within one year;


 


(5)                                  service with
Cadbury Schweppes plc, even if such service is counted as Years of Vesting
Service;


 


(6)                                  any period
after a Member has had a Separation from Service, unless the Member becomes
eligible again to participate in the Plan pursuant to Article II.


 


(b)                                 Special Rule for
First Four Years of Participation.  Notwithstanding the foregoing, for Members
who commenced participation in the Plan on or after January 1, 1999, a
Member’s Years of Benefit Service during the first four years of participation
in this Plan shall not include any Home Country service performed prior to
commencement of participation in the Plan pursuant to Section 2.1.


 


(c)                                  Computation. Years of
Benefit Service shall be computed in whole and partial years, by treating all
complete calendar months of Benefit Service as 1/12 year, aggregating all
noncontinuous partial months into whole 30-day months that are then each
treated as 1/12 year, and counting any remaining days as 1/12 year.


 


Year of Vesting Service shall mean, with respect to
an Employee, the years described in Subsection (a), excluding the years
describe in Subsection (b), as follows:


 


(a)          Inclusions.  Except as described in Subsection (b) hereof,
Years of Vesting Service shall include:


 


(1)                                  the aggregate
of all periods beginning on each Employment Date of an Employee and ending on
the next following Termination Date (unless such Employee is reemployed by an
Employer within one year of his Termination Date, in which event, such Termination
Date shall be ignored and the period shall end upon his Termination Date which
occurs following his reemployment);


 


(2)                                  all periods
during which the Employee is Disabled, ending no later than the date that the
Employee attains age 65;


 


(3)                                  any period of
an Approved Absence;


 


8














 


(4)                                  any period of absence
extending beyond one year that is not an Approved Absence if the Employee
resumes employment with an Employer within one year after his Termination Date;


 


(5)                                  any period of service with
an entity other than an Employer (including periods of service before an
Employer becomes a Subsidiary) to the extent determined by the Committee;


 


(6)                                  any period of service with a
bottler that has been designated by the Committee as eligible for crediting
Years of Vesting Service;  and


 


(7)                                  service with Cadbury
Schweppes plc, to the extent such service was credited for eligibility and
vesting purposes under a comparable pension program of Cadbury Schweppes plc
immediately prior to the Applicable Closing Date (as defined in the Purchase
Agreement between Cadbury Schweppes plc, Atlantic Industries and The Coca-Cola
Company) and provided that the individual was employed by Cadbury Schweppes plc
on the day prior to the Applicable Closing Date and became an Employee
immediately after the Applicable Closing Date.


 


(b)                                 Exclusion.


 


(1)                                  Notwithstanding Subsection (a) hereof,
for any Termination Date occurring after December 31, 1998, Years of
Vesting Service shall not include any Years of Vesting Service completed before
a period in which an Employee incurs a number of consecutive Breaks in Service
which is at least equal to the greater of: 
(i) five; or (ii) the aggregate number of Years of Vesting
Service completed before the commencement of the first of such Breaks in
Service, unless the Employee was vested in benefits under this Plan at the time
the first such Break in Service commences. Additionally, for Termination Dates
occurring prior to January 1, 1976, Years of Vesting Service does not
include any service prior to such Termination Date.


 


(2)                                  Notwithstanding any other
provision in this Plan, Years of Vesting Service shall not include any leave of
absence that is not an Approved Absence, unless the Member returns from the
leave for three consecutive months or retires from the leave of absence.


 


 (c)                               Computation. Years of
Vesting Service shall be computed in whole and partial years, by treating all
complete calendar months of Vesting Service as 1/12 year, aggregating all
noncontinuous partial months into whole 30-day months that are then each
treated as 1/12 year, and counting any remaining days as 1/12 year.


 


9

















 


ARTICLE II


ELIGIBILITY AND APPROVAL FOR PARTICIPATION


 


2.1                                 Each Employee of the Company
or of any Subsidiary who has performed International Service shall become a
Member of this Plan on the first day of any month coincident with or subsequent
to the date upon which the following conditions shall be met:


 


A.                                   Citizenship:  He shall not be a citizen of the United
States.


 


B.                                     Length of
Employment:  He shall, preceding such
date, have completed at least one Year of Vesting Service.


 


C.                                     International
Employment:  He shall, on such date, be
performing International Service.


 


D.                                    Committee
Approval:  He shall have been approved
for membership in the Plan by the Committee in accordance with rules and
regulations adopted by the Committee.


 


2.2                                 A Member shall
continue participation in the Plan until the earliest of: i) the date on which
he discontinues International Service; ii) has a Termination Date; iii) has a
Separation from Service; or iv) is ineligible for continued participation under
guidelines established by the Committee. 
Rehired Members shall be treated as described in Section 5.6.


 


10

















 


ARTICLE III


PAYMENT OF BENEFITS


 


Benefits
under the Plan may be made only upon occurrence of the events specified in this
section, in the form and at the time specified herein.


 


3.1                                 Form of Payment.


 


(a)                                  Effective January 1,
2008, except as set forth in subparagraph (b) below, all benefits under
this Plan shall be paid in a single lump sum.


 


(b)                                 Exceptions.


 


(1)                                  Members who have a
Separation from Service before January 1, 2008, and have attained their
Earliest Retirement Date at the time of their Separation from Service may elect
by December 31, 2007 to receive monthly payments in lieu of a lump
sum.  Such election is irrevocable.


 


(2)                                  Individuals who are Members
as of October 1, 2007, are employed by an Employer as of October 1,
2007, will be at least 50 years of age by December 31, 2007, and have not
had a Separation from Service (except for Members who have been rehired by an
Employer) may make an election to receive monthly payments in lieu of a lump
sum.  Such election must be received by January 31,
2008 and is irrevocable.  If an election
is received in 2008, it shall not be effective if a Member has a Separation
from Service in 2008 and shall not be effective until January 1,
2009.   Notwithstanding the foregoing, if
the Member has a Separation from Service prior to his Earliest Retirement Date,
he shall receive a lump sum regardless of any election hereunder.


 


(3)          If a Member who is receiving
monthly payments dies and his Spouse is entitled to a benefit as described in Article VI,
such benefit shall continue to be paid in monthly payments and the Spouse may
not elect to receive a lump sum payment. 
This provision applies to any Member who dies on or after January 1,
2008 even if the Member’s benefit commenced under the Plan in effect prior to October 1,
2007.


 


3.2                                 Distribution
Events and Time of Payment.


 


(a)                                  Separation from
Service.


 


(1)                                  General rule.  The lump sum shall be paid on the last
business day of the third month following the month in which the Member has a
Separation from Service.  Notwithstanding
the foregoing, the lump sum benefit of a Specified Employee shall be paid on
the last business day of the sixth 


 


11

















 


month following the month in which the Specified
Employee has a Separation from Service.


 


(2)                                  Separation from Service
prior to January 1, 2008.   If a Member has a Separation from Service
prior to January 1, 2008, had not attained his Earliest Retirement Date at
the time the Member had a Separation from Service, and had not been paid by January 1,
2008, the lump sum payment shall be made on May 30, 2008.  This provision includes Members who had not
attained Earliest Retirement Date at the time of their Separation from Service
who had indicated earlier a preference for monthly payments.  If a Member who has a Separation from Service
prior to January 1, 2008 is entitled to make an election to receive
monthly payments pursuant to Section 3.1(b)(1), but does not make such an
election, a lump sum shall be paid to such Member on May 30, 2008.


 


(3)                                  Monthly payments.  For Members who are entitled to elect monthly
payments pursuant to Section 3.1(b)(1), monthly payments will commence on
the date elected by the Member.  For
Members who are entitled to elect monthly payments pursuant to Section 3.1(b)(2),
monthly payments will commence on the first day of the month following the
month in which the Member has a Separation from Service.   Notwithstanding the foregoing, the monthly
benefit of a Specified Employee shall commence on the first day of the sixth
month following the month in which the Specified Employee has a Separation from
Service, but shall be calculated as if the benefit commenced on the first of
the month following the month the Member has a Separation from Service.  With the first payment to the Specified Employee,
the payments for the prior months shall also be paid.


 


(b)                                 Death.  If a Member’s Spouse is entitled to a benefit
as described in Article VI, payment shall be made on the last business day
of the second month following the month of the Member’s death.


 


(c)                                  Disability.  If a Member becomes Disabled, payment shall
be made on the last business day of the third month following the month in
which the Member is Disabled.


 


3.3                                 Other Terms and Conditions
of Payment.


 


(a)                                  The payment of any benefits
hereunder shall be subject to approval by the Committee.


 


(b)                                 Neither Members nor any
other persons shall have any rights to payments or benefits of any kind under
this Plan until such payments or the payment of benefits have actually been
made.


 


12

















 


(c)                                  There shall be no liability
or obligation on the part of any Employer participating in this Plan to pay any
benefits described hereunder to any person or group of persons unless and until
approved by the Committee and said Committee may withhold approval of the
payment of any such benefits to any person or group of persons in its arbitrary
discretion.


 


(d)                                 The Committee shall advise
the Employer of the amount and conditions of payments of benefits under the
Plan, including the currency or currencies of payment and the exchange rate
applied in converting the benefits in dollars to the local currency or
currencies at the time the payment is effective. All income amounts determined
under the Plan are expressed in United States of America dollars (unless
otherwise determined by the Committee) and any sums in other currencies shall
be converted to such dollars according to the appropriate rate of as determined
by the Committee.


 


(e)                                  Payments made from the Plan
to a Member or Spouse, who is residing in the United States, may be assigned by
persons to a Qualified Domestic Trust, as defined in Code Section 2056A.


 


(f)                                    Benefits payable under this
Plan shall be the obligation of the Plan Sponsor.


 


(g)                                 Payments under this Plan are
subject to any applicable tax withholdings, including but not limited to
hypothetical tax.


 


(h)                                 No interest is payable from
the Plan under any circumstances.


 


3.4                                 Prohibited Activities.  In the event a Member engages in a “Prohibited
Activity” (as defined below), at any time during Member’s employment with an
Employer or within one year after termination of Member’s employment from an
Employer, all benefits payable under the Plan shall be forfeited.  In the event that a Member has retired and
begun to receive payments under the Plan, all payments received shall be repaid
to the Company and all future payments will be forfeited. Prohibited Activities
are:


 


(a)                                  Non-Disparagement—making any
statement, written or verbal, in any forum or media, or taking any action in
disparagement of an Employer or affiliate thereof, including but not limited to
negative references to the Company or its products, services, corporate
policies, or current or former officers or employees, customers, suppliers, or
business partners or associates;


 


(b)                                 No Publicity — publishing
any opinion, fact, or material, delivering any lecture or address,
participating in the making of any film, radio broadcast or television
transmission, or communicating with any representative of the media relating to
confidential matters regarding the business or affairs of an Employer which
Member was involved with during Member’s employment;


 


(c)                                  Non-Disclosure of Trade Secrets — failure to
hold in confidence all Trade Secrets of an Employer that came into Member’s
knowledge during Member’s 


 


13

















 


employment
by the Employer, or disclosing, publishing, or making use of at any time such
Trade Secrets, where the term “Trade Secret” means any technical or
non-technical data, formula, pattern, compilation, program, device, method,
technique, drawing, process, financial data, financial plan, product plan, list
of actual or potential customers or suppliers or other information similar to
any of the foregoing, which (i) derives economic value, actual or
potential, from not being generally known to and not being readily
ascertainable by proper means by, other persons who can derive economic value
from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy;


 


(d)                                 Non-Disclosure of Confidential
Information — failure to hold in confidence all Confidential
Information of the Employer that came into Member’s knowledge during Member’s
employment by the Employer, or disclosing, publishing, or making use of such
Confidential Information, where the term “Confidential Information” means any
data or information, other than Trade Secrets, that is valuable to the Company
and not generally known to the public or to competitors of the Company;


 


(e)                                  Return of Materials — failure of
Member, in the event of Member’s termination of employment for any reason,
promptly to deliver to the Employer all memoranda, notes, records, manuals or
other documents, including all copies of such materials and all documentation
prepared or produced in connection therewith, containing Trade Secrets or
Confidential Information regarding the Company’s business, whether made or
compiled by Member or furnished to Member by virtue of Member’s employment with
the Employer, or failure promptly to deliver to the Employer all vehicles,
computers, credit cards, telephones, handheld electronic devices, office
equipment, and other property furnished to Member by virtue of Member’s
employment with an Employer;


 


(f)                                    Non-Compete — rendering
services for any organization which, or engaging directly or indirectly in any
business which, in the sole judgment of the Committee or any senior officer
designated by the Committee, is or becomes competitive with the Company;


 


(g)                                 Non-solicitation — soliciting or
attempting to solicit for employment for or on behalf of any corporation,
partnership, or other business entity any employee of the Company with whom
Member had professional interaction during the last twelve months of Member’s
employment with the Company or Member’s Employer; or


 


(h)                                 Violation of the Company Policies — violating
any written policies of the Company or Member’s Employer applicable to Member,
including without limitation the Company insider trading policy.


 


14

















 


ARTICLE IV


VESTING


 


4.1                                 Upon the termination of a
Member’s employment before he has either attained age 60 or has completed five
Years of Vesting Service, such Member shall cease to be a Member and shall
receive no benefits under the Plan.


 


4.2                                 Upon a Member’s completing
five Years of Vesting Service, such Member shall be 100% vested in his benefit
under this Plan.


 


15

















 


ARTICLE V


CALCULATION OF BENEFIT


 


A
Member who has a vested benefit shall receive a single payment equal to the
Actuarial Equivalent of the present value of the monthly payments as computed
in accordance with Section 5.1 and 5.2 below, as applicable.  A Member who is entitled to monthly income as
described in Section 3.1(b) shall have such monthly income calculated
as described in the Plan prior to this October 1, 2007 restatement.


 


5.1                                 Separation on or after
Normal Retirement Date.  The
single payment shall be equal to the Actuarial Equivalent of the present value
of monthly payments, payable for the life of the Member and, if applicable, the
Member’s Spouse, commencing on the first day of the month following his
Separation from Service, equal to 1/12th of the annual
amount determined by deducting benefits payable under Subsections B and C from
Subsection A, below.


 


A.                                   The annual
retirement income determined as 1.6% of the Member’s Average Annual
Compensation multiplied by all years (including completed calendar months as
fractions of a year) of the Member’s Years of Benefit Service.


 


B.                                     The Actuarial
Equivalent in dollars computed at an appropriate rate of exchange as determined
by the Committee of the annual amount which the Member has received, is
receiving, or would become eligible to receive as an old age benefit under the
laws of any national, regional, or local government or agency thereof and/or
termination, liquidation, premium, or bonus payments which any Employer must
according to law pay or have had to pay the Member at cessation of active
service or transfer to another country. If such old age benefit and/or other
payment or payments are not payable to the Member in an annuity form commencing
on his retirement date, then such amounts which could have commenced on or
before his retirement date shall be converted to an Actuarial Equivalent
annuity commencing on the Member’s retirement date for determining amounts
under this Part B. Any such payments which the Member shall not become
eligible to begin receiving until after his retirement shall not initially be
considered an offset under this Part B, but shall become part of this Part B
at such time as the Member shall become eligible to begin receiving such
payments. In the event any such benefits are due or partially due to the Member’s
own contributions or are partially due to Years of Vesting Service not included
in Years of Benefit Service, amounts to be determined under this Part B
shall be derived only from that portion of such benefits reasonably assumed by
the Committee to be due to payments or contributions by the Employer for
periods of employment included in Years of Benefit Service. For Members who
terminate employment with the Company or a Subsidiary on or after October 1,
2006, if such benefit is estimated to be less than USD $100 per month,
determined as of the applicable normal retirement age or when eligible for the
offset, whichever is earlier, then no offset will be applied for that
particular benefit.


 


16

















 


C.                                     The Actuarial Equivalent
in dollars computed at an appropriate rate of exchange as determined by the
Committee of the annual amount of retirement income or termination benefits
which the Member has received, is receiving, or would become eligible to
receive under any non-public pension, retirement or welfare plan, other than
this Plan, to which an Employer or Subsidiary or any other entity in which the
Company has an ownership interest has contributed. If such benefits are not
payable to the Member in an annuity form commencing on his retirement date,
then such amounts which could have commended on or before his retirement date
shall be converted to an Actuarial Equivalent annuity commencing on the Member’s
retirement date for determining amounts under this Part C. Any such
payments which the Member shall not become eligible to begin receiving until
after his retirement shall not initially be considered an offset under this Part C,
but shall become part of this Part C as such time as the Member shall
become eligible to begin receiving such payments. In the event any such
benefits are due or partially due to the Member’s own contributions or are
partially due to employment not included in Years of Benefit Service, amounts
to be determined under this Part C shall be derived only from that portion
of such benefits reasonably assumed by the Committee to be due to payments or
contributions by an Employer for periods of employment included in Years of
Benefit Service. For Members who terminate employment with the Company or a Subsidiary
on or after October 1, 2006, if such benefit is estimated to be less than
USD $100 per month, determined as of the applicable normal retirement age or
when eligible for the offset, whichever is earlier, then no offset will be
applied for that particular benefit.


 


Notwithstanding
the foregoing, no adjustment shall be made pursuant to this subsection C for
any benefit received from a savings plan scheme identified on Schedule B.


 


5.2                                 Separation before Normal
Retirement Date.  The single
payment shall be equal to the Actuarial Equivalent of the present value of
monthly payments determined as follows:


 


A.                                   In the case of
a Member who has a Separation from Service on or after his Earliest Retirement
Date, the monthly amount of retirement income shall be computed in accordance
with Section 5.1 of this Article V, based on Years of Benefit Service
but such retirement income payments shall be reduced by 0.25% for each full
month, if any, that the Separation from Service date is prior to the first day
of the month on or following the Member’s 62nd birthday.


 


B.                                     In the case of
a Member who has a Separation from Service before his Earliest Retirement Date
with a vested benefit, the amount of retirement income shall be computed in
accordance with Section 5.1, but such retirement income shall be reduced
by 0.4% for each full month that the later of the date of the Member’s Earliest
Retirement Date or the payment date is prior to the date of the Member’s Normal
Retirement Date.


 


17

















 


5.3                                 Currency of Payment; Rate of
Exchange; Location of Payment.  Each Member shall designate by written
notification to the Committee or its designee whether the Member wishes to
receive his benefit in U.S. dollars or any other currency.  If notification is not timely made, the
payment shall be made in U.S. dollars. 
The rate of exchange shall be determined by any reasonable method, such
as the spot rate on the date of payment. The payment may be made to the Member
only in the Member’s country of residence (determined at the time of payment)
unless a different location is required due to tax withholding requirements or
as otherwise approved by Committee guidelines.


 


5.4                                 Adjustments to Retirement
Income.  In the event that the Employee
Retirement Plan of The Coca-Cola Company provides participants who have retired
under that plan a cost-of-living or other adjustment, the retirement income of
Members of this Plan who are receiving monthly payments shall also be
recalculated and the increase in retirement income will apply to payments made
on or after the date of such increase. This adjustment shall only be applicable
to Members who would have been eligible for the increase if they were a
participant in the Employee Retirement Plan and shall be made in the same
manner as prescribed under the Employee Retirement Plan adjusting for any
differences, if applicable, in the types of survivor annuities offered under
each plan.


 


5.5                                 Change in Control. In the event
of a Change in Control, while this provision remains in effect, no amendment
will thereafter be made to this Section 5.5 for a period of at least two
consecutive years following the date when the Change in Control occurs. The
enhancement of benefits described in this Section shall remain in effect
until a Change in Control occurs, and is not part of any Member’s regular
benefit under the Plan.  If any Member’s
employment terminates for any reason whatsoever during the two-consecutive-year
period that begins on the date when a Change in Control occurs, the following
provisions will apply to the calculation of his Retirement Income under the
Plan:


 


A.                                   The Member’s
Earliest Retirement Date under this Article of the Plan will be the first
day of the month on or after the earlier of (a) the date the Member has
both attained his 50th birthday and completed ten Years of Vesting Service
under this Plan, or (b) the first day of any month on or following the
Member’s 55th birthday.


 


B.                                     The Member’s
Normal Retirement Date under this Article of the Plan will be the first
day of the month on or after the date the Member has attained age 60.


 


C.                                     If the Member
has completed at least five Years of Vesting Service but has not attained his
Earliest Retirement Date, instead of the reduction described in Part B of Section 5.2,
the calculation of his retirement income will be reduced by .25% for each month
in excess of three years by which his Earliest Retirement Date precedes his
Normal Retirement Date.


 


D.                                    The Member
shall be immediately vested in his benefit.


 


18














 


5.6                                 Rehire.  If a Member is rehired by an Employer after
his benefit is paid in a lump sum, the Member’s benefit under this Plan will be
recalculated upon the Member’s subsequent Separation from Service.  The recalculated benefit will be based on all
credited Years of Benefit Service and Average Annual Compensation, which shall
include Compensation after rehire.  No
additional Years of Benefit Service will be credited unless the Member again
meets all of the requirements of Article II.  Upon the Member’s subsequent Separation from
Service, his benefit shall be calculated as follows:


 


i)                                         the Member’s
Plan benefit shall be recalculated taking into account applicable Years of
Benefit Service and the new Average Annual Compensation;


 


ii)                                      all prior
payments from the Plan shall be valued by assuming the payments have increased
in value at the rate of interest used for determining Actuarial Equivalent in
effect for each period of time, compounded annually through the date of the
Member’s subsequent Separation from Service; and


 


iii)                                   the Member’s
Plan benefit, recalculated per subsection (i) shall be reduced by the
current value of the prior Plan payments calculated per subsection (ii).


 


If the Member is receiving
monthly payments, such payments shall continue upon the Member’s rehire.  Upon the Member’s subsequent Separation from
Service, any additional benefit accrued shall be paid as provided in Article III.


 


19

















 


ARTICLE VI


SPOUSE’S BENEFIT


 


6.1                                 Death Before Payment is Made. In the event
of the death of the Member prior to the date his benefit is paid, his surviving
Spouse, if any, shall be eligible to receive a benefit as described in Parts A,
B, C, and D below:


 


A.                                   If the Member
had not completed five Years of Vesting Service or had not attained age 60 at
the time of his death, no benefit shall be payable from the Plan.


 


B.                                     If the Member
had competed more than five Years of Vesting Service but had terminated from
employment prior to death and prior to his Earliest Retirement Date, his
surviving Spouse shall be eligible to receive a benefit.  The benefit shall be a single payment equal
to the Actuarial Equivalent of the present value of 40% of the monthly payments
described in Section 5.2 (B).


 


C.                                     If the Member
had completed more than five Years of Vesting Service, had not terminated from
employment, and dies before his Earliest Retirement Date his surviving Spouse
shall be eligible to receive a benefit. 
The benefit shall be a single payment equal to the Actuarial Equivalent
of the present value of 60% of the monthly payments described in Section 5.2
(A).


 


D.                                    If the Member
had completed more than five Years of Vesting Service and dies after his
Earliest Retirement Date, his surviving Spouse shall be eligible to receive a
benefit.  The benefit shall be a single
payment equal to the Actuarial Equivalent of the present value of 60% of the
monthly payments described in Section 5.2 (A).


 


6.2                                 Participants Receiving Lump
Sum Payments.  After
payment is made under this Plan in a lump sum to a Member, no additional
benefit shall be due to the Member’s Spouse. 
If a Member does not have a Spouse on his date of death, no benefit
shall be paid.


 


6.3                                 Participants Receiving
Monthly Payments.  For Members
who are entitled to monthly payments as described in Section 3.1(b),  the Spouse’s benefit, if any, shall be
determined as set forth in Article VI of the Plan as in effect prior to October 1,
2007.


 


20

















 


ARTICLE VII


CHANGE OR DISCONTINUANCE OF PLAN


 


7.1                                 The Committee may at any
time and from time to time amend, suspend or terminate this Plan in whole or
with respect to any one or more employees of said Company or any other
Employer.


 


7.2                                 In the event that the Plan
should be so discontinued, the Committee shall determine the amount of benefits
attributable under the Plan to the date of discontinuance. Actual payment of
any such benefits, including payments to Members already retired, shall be
subject to approval of the Committee as provided in Article III hereof.


 


21

















 


ARTICLE VIII


ADMINISTRATION OF PLAN


 


8.1                                 Appointment of Committee.  The Company’s Vice President of Human
Resources or his designee shall appoint a Committee of no less than three and
no more than seven members, one of whom shall be designated by it as Chairman.
Members of this Committee may be chosen without regard to whether they are
directors, officers or employees of the Company or a Subsidiary. All members of
the Committee shall serve at the pleasure of the Vice President of Human
Resources of the Company or his designee. Vacancies on the Committee, arising
for any reason whatsoever, shall be filled by the Vice President of Human
Resources of the Company or his designee. 
Any member of the Committee may resign of his own accord by delivering
his written resignation to the Vice President of Human Resources of the Company
or his designee.


 


8.2                                 Organization and Operation
of Committee.  The
Chairman present shall preside at meetings of the Committee.  In his absence, those present will choose one
of their number to act as Chairman.  The
Committee may appoint a Secretary, who shall keep the minutes of the meetings
and perform such other duties as may be assigned to him by the Committee,
together with such other officers as it shall deem necessary. Neither the
Secretary nor any other officer appointed by the Committee need be members. The
Committee shall act by the majority of members then in office at all meetings
and may set up a procedure to act upon matters by vote in writing without a
meeting. The Committee may authorize one or more of its members and/or its
Secretary or Assistant Secretary to sign directions, communications and to
execute documents on behalf of the Committee.


 


8.3                                 Powers of the Committee.  The Committee shall administer the Plan and
shall have the exclusive responsibility and complete discretionary authority to
control the operation and administration of the Plan, with all powers necessary
to enable it to properly carry out such responsibility, including but not
limited to the power to approve or disapprove a Subsidiary’s adoption of this
Plan, the power to construe the terms of the Plan, to determine status,
coverage and eligibility for benefits and to resolve all interpretive,
equitable, and other questions, including questions of fact, that shall arise
in the operation and administration of the Plan. All actions or determinations
of the Committee shall be final, conclusive and binding on all persons.


 


8.4                                 Expenses of Committee.  The Company shall pay all expenses of the
Committee. Such expenses shall include any expenses incident to the functioning
of the Committee, including, but not limited to, salaries of employees, fees
for actuarial and other services, attorney’s fees, accounting charges and other
costs of administering the Plan.


 


8.5                                 Liability of Employer and
Committee. Neither the Employer nor any Committee member
shall be liable for the loss or damage which may result in connection with the
execution of his duties or the exercise of his discretion or from any other act
or omission hereunder, except when due to his own negligence or willful
misconduct.


 


22

















 


8.6                                 Claims
Procedure.


 


(a)                                  Right to Make Claim. An
interested party who disagrees with a determination of his or her right to Plan
benefits must submit a written claim and exhaust this claim procedure before
legal recourse of any type is sought. The claim must include a description of
the relevant evidence the interested party believes support the claim and must
be submitted to the Committee. The Committee (or its designee) shall either
approve or deny the claim.


 


(b)                                 Appeal of Denial and Final
Review. The interested party may make a written appeal of the Committee’s
initial decision, and the Committee (or its designee) shall respond.


 


(c)                                  Time Frame. The initial
claim, its review, appeal and final review shall be made in a timely fashion,
subject to the following time table:


 


	
  Action

  	
   

  	
  Days to Respond From Last Action

  
	
   

  	
   

  	
   

  
	
  Benefit is determined

  	
   

  	
  N/A

  
	
  Interested
  party files initial request

  	
   

  	
  60 days (subject to subsection (d) below)

  
	
  Committee’s
  initial decision

  	
   

  	
  90 days

  
	
  Interested
  party requests final review

  	
   

  	
  60 days

  
	
  Committee’s
  final decision

  	
   

  	
  90 days

  



 


However,
the Committee may take up to twice the maximum response time for its initial
and final review if it provides an explanation within the normal period of why
an extension is needed and when its decision shall be forthcoming.


 


(d)                                 Limitation on Actions. Any
claim must be brought within one year after:  
(a) in the case of any lump-sum payment, the date on which the
payment was made; (b) in the case of an annuity payment or installment
payment, the date of the first payment in the series of payments; or (c) for
all other claims, the date on which the action complained of occurred. Any suit
must be brought within one year after the date the Committee (or its designee)
has made a final denial. Notwithstanding any other provision herein, any suit
must be brought within two years after the date the claim first arose (as
described above).


 


23

















 


ARTICLE IX


MISCELLANEOUS PROVISIONS


 


9.1                                 Subsidiaries.  In the event the Board or the Committee shall
determine that a corporation has ceased to be a subsidiary, such former
Subsidiary shall be deemed to have withdrawn from the Plan as of the first day
of the next succeeding month following such determination of the Board or the
Committee, or, in lieu thereof, as of such other date as the Board or the
Committee shall determine. Thereupon, the Plan is deemed to have been
discontinued with respect to the employees of said former Subsidiary, and the
provisions of Article VIII hereof shall be applicable with respect to such
employees.


 


9.2                                 Limitation of Responsibility.  Neither the establishment of this Plan nor
any modification thereof, nor the creation of any find or account, nor the
payment of any benefits, shall be construed as giving to any Member or other
person any legal or equitable right against the Company, or of its
Subsidiaries, or any officer or employee thereof, or the Committee, except as
herein provided; and in no event shall the terms of employment of any member be
modified or in any way affected thereby.


 


9.3                                 Restrictions on Alienation
and Assignment.  Except as
set forth in Section 10.6, the right of any Member or any other person to
any benefit or to any payment hereunder or to any separate account shall not be
subject to alienation or assignment, and if such Member or other person shall
attempt to assign, transfer or dispose of such right, or should such right be
subjected to attachment, execution, garnishment, sequestration or other legal,
equitable or other process, it shall ipso facto pass to such one or more
persons as may be selected by the Committee; provided, however, that the
Committee in its sole discretion may reappoint the Member or other person to
receive any payment thereafter authorized. The Committee may revoke any
appointment made by the Committee hereunder at any time, and a further
appointment made by it.


 


9.4                                 Authority of Officers of the
Company or of a Subsidiary.  Whenever the Company or a Subsidiary under
the terms of this Plan is permitted or required to do or perform any act or
matter or thing, it shall be done and performed by any officer thereunder duly
authorized by its Board of Directors.


 


9.5                                 Controlling Law.  This Plan shall be subject to the laws of the
State of Delaware (except to the extent that Delaware conflicts of law rules would
call for the application of the law of another jurisdiction) and any and all
disputes arising under this Plan are to be resolved exclusively by courts
sitting in Delaware.  The parties hereby
waive any claims of improper venue or lack of personal or subject matter jurisdiction
as to any such disputes.


 


9.6                                 Offset for Monies Owed.  The benefits provided hereunder will be
offset for any monies that the Committee or its designee determines are owed to
the Company or any Subsidiary.


 


24

















 


IN
WITNESS WHEREOF, the International Benefits Administrative Committee has caused
this amendment and restatement of the Plan to be executed by a duly authorized
member of the International Benefits Administrative Committee effective as of October 1,
2007.


 


	
   

  	
  By:

  	
  /s/
  Susan M. Fleming

  



 


25

















 


SCHEDULE A


Compensation Credit


 


Pursuant
to the definition of Compensation in Article I, amounts paid by the
following entities shall be treated as Compensation for purposes of the Plan if
such amounts would have constituted Compensation if paid by an Employer:


 


1. Coca-Cola Enterprises Inc.


 


2. Coca-Cola Amatil Limited


 


26

















 


SCHEDULE B


Savings Plan Schemes


 


Pursuant
to Section 5.1(C), benefits from the following savings plan schemes shall
not result in an adjustment to the Member’s benefit under Section 5.1(C):


 


1.
The Coca-Cola Company Thrift & Investment Plan


 


2.
U.K. Savings Share Scheme


 


3.
Coca-Cola Atlantic Share Participation Scheme


 


4.
Coca-Cola Ltd. Employee Savings Plan


 


27