Exhibit 10.10.4


 


AMENDMENT THREE TO


THE COCA-COLA COMPANY SUPPLEMENTAL PENSION PLAN


 


This Amendment Three to The Coca-Cola Company Supplemental Pension Plan
(the “Plan”) is adopted by The Coca-Cola Company Benefits Committee (the “Committee”).


 


WITNESSETH:


 


WHEREAS, pursuant to Section 7.4 of the Plan, the Committee has the
authority to amend the Plan;


 


WHEREAS, the Committee wishes to amend the Plan to make
various changes;


 


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


 


1.


 


Section 3.2(b) shall
be replaced with the following paragraph:


 


The
survivor benefit payable in the event of a Participant’s death shall be as
described in Section 3.4 below.


 


2.


 


The
first paragraph of Section 3.3(a)(1) shall be replaced with the
following paragraph, effective as of January 1, 2008:


 


If
a Participant is entitled to monthly annuity payments, except in the event of
Disability, the annuity shall be determined as of the first day of the month
following the month in which he has a Separation from Service, provided the
Participant is vested in his Supplemental Pension Benefit, and shall commence
within 90 days following Separation from Service.


 


3.


 


Section 3.3(b)(1) shall
be replaced in its entirety with the following two paragraphs, effective as of September 30,
2008:


 


If
a Participant is entitled to a lump sum payment, his Supplemental Pension
Benefit shall be paid on the last business day of the sixth month following the
month in which the Participant has a Separation from Service.


 


If
a Participant is not vested in his Supplemental Pension Benefit at the time of
Separation from Service, but later becomes vested, the lump sum shall be paid
on the first day of July following the year in which the Participant
vests.


 

















 


4.


 


Section 3.4(b) shall
be replaced in its entirety with the following:


 


(b)           Pre-Separation Survivor’s Benefit


 


(1)                                  Death on or
after Earliest Retirement Date


 


If
a married Participant dies on or after his Earliest Retirement Date and prior
to Separation from Service, his surviving spouse, if any, shall receive a
survivor benefit as described in this section. 
A monthly 50% survivor annuity shall be payable on his behalf to his
Beneficiary.  Such survivor annuity shall
be determined as of the first day of the month following the month in which the
Participant dies, and shall commence within 90 days following death.


 


Such
survivor annuity shall be equal to the monthly benefit that would have been
payable to the Beneficiary if the Participant:


 


(1)                    had a Separation from
Service on the date of death; and


 


(2)                    elected to have his benefits
paid in the form of a Joint and 50% Contingent Annuity


 


At
any time on or after the Participant’s Earliest Date, the Participant may elect
an optional form of survivor benefit, consisting of either a 100% survivor annuity
or a 75% survivor annuity.  Such survivor
annuity shall be calculated as described above, except that 100% or 75%, as
applicable, shall be substituted for 50%.


 


Payments
shall cease with the payment due on the first day of the month in which occurs
the Beneficiary’s death.


 


(2)                                  Death prior to
Earliest Retirement Date


 


If
a married Participant dies prior to his Earliest Retirement Date and prior to
Separation from Service, his surviving spouse, if any, shall receive a survivor
benefit as calculated in Section 3.4(b)(1) above.  Such survivor annuity shall be determined as
of the first day of the month following the month in which the Participant
would have attained his Earliest Retirement Date, and shall commence within 90
days following that date.


 


5.


 


4.1                               Forfeitability
of Part A Supplemental Pension Benefit.


 


(a)                                  Separation from
Service prior to January 1, 2009


 


For
Participants who have a Separation from Service prior to January 1, 2009,
except as provided in Section 4.3 and Section 4.4, all rights to the Part A
Supplemental Pension Benefit shall be forfeited if a Participant either
terminates employment with the Employer or Separates from Service prior to his
Earliest Retirement Date, except in the case of 


 

















 


death
as described below. However, if the Participant earns Years of Vesting Service
after Separation from Service, the Participant may later become vested in the Part A
Supplemental Pension Benefit.  If a
Participant dies prior to Separation from Service, the Part A Supplemental
Pension Benefit shall vest, provided that the Participant had been credited
with at least five Years of Vesting Service.


 


(b)                                 Separation from
Service on or after January 1, 2009


 


For
Participants who have a Separation from Service on or after January 1,
2009, all rights to the Part A Supplemental Pension Benefit shall be
forfeited if the Participant has not been credited with at least five Years of
Vesting Service at the time of Separation from Service.


 


If
the Participant has been credited with at least five Years of Vesting Service
but terminates employment with the Employer or has a Separation from Service
prior to his Earliest Retirement Date, the Part A Supplemental Pension
Benefit shall be vested, however, final average compensation used to calculate
the Part A Supplemental Pension Benefit shall not exceed four times the
compensation limit set forth in Section 401(a)(17) in effect in the year
of Separation from Service, as adjusted from time to time by the Internal
Revenue Service.


 


If
the Participant terminates employment or has a Separation from Service on or
after his Earliest Retirement Date, the Participant shall be fully vested in
his Part A Supplemental Pension Benefit.


 


If
the Participant earns Years of Vesting Service after Separation from Service
and was not vested at the time of his Separation from Service, the Participant
may later become vested in the Part A Supplemental Pension Benefit.


 


6.


 


A
new Section 4.4 shall be added as follows:


 


4.4                               Special
vesting rule for certain involuntarily terminated Participants prior to January 1,
2009.


 


Notwithstanding
Section 4.1(a) above, if a Participant meets all of the following
criteria, such Participant shall be vested in the Participant’s Part A
Supplemental Pension Benefit as of the date he has a Separation from Service; however,
final average compensation used to calculate the Part A Supplemental
Pension Benefit shall not exceed four times the compensation limit set forth in
Section 401(a)(17) in effect in the year of Separation from Service, as
adjusted from time to time by the Internal Revenue Service.


 


This
special vesting rule shall apply if:


 


(a)          the Participant is an
Employee of an Employer on September 30, 2008;


 

















 


(b)         the Participant is eligible
to participate in the Plan or had a Supplemental Pension Benefit credited to
him as of September 30, 2008;


 


(c)          the Participant is
involuntarily terminated (other than for cause) between September 30, 2008
and December 31, 2008, “cause” for this purpose to mean a termination of
employment by the Company or a Participating Subsidiary which is based on a
violation of the Company’s Code of Business Conduct or any other policy of the
Company or a Participating Subsidiary, or for gross misconduct;


 


(d)         as of the date on which he
is involuntarily terminated (other than for cause), the Participant has not
attained his Earliest Retirement Date but has either:  i) attained at least age 50 and completed at
least ten Years of Vesting Service, or ii) attained at least age 45 and the sum
of his attained age (computed as whole years and whole months attained) plus his
Years of Vesting Service (as defined in Section 1.67 of the Qualified
Pension Plan) is greater than or equal to 65; and


 


 (e)       the participant has signed any release, agreement on
trade secrets and confidentiality and/or any noncompetition agreement requested
by the Company, 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.


 


Provided
that, a Participant shall not be eligible for this special vesting provision
if:


 


(a)          the Participant is a job grade 18 or higher at the
time of his involuntary separation;


 


(b)         the Participant 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; or


 


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


 


IN
WITNESS WHEREOF, the undersigned has adopted this Amendment Three on the date
shown below, but effective as of the dates indicated above.


 


 


	
   

  	
   

  	
  THE COCA-COLA COMPANY BENEFITS

  COMMITTEE

  
	
   

  	
   

  	
   

  
	
  Date 

  	
  12/18/08

  	
   

  	
  By 

  	
  /s/ Susan M. Fleming