EXHIBIT 10.11


                              THE COCA-COLA COMPANY
                            SUPPLEMENTAL BENEFIT PLAN

               As Amended and Restated Effective January 1, 2002

                                     PREFACE

The Coca-Cola Company established this Supplemental Benefit Plan (the "Plan")
effective January 1, 1984. The Plan is an unfunded supplemental retirement plan
for eligible employees and their beneficiaries as described herein. The Plan is
designed to provide certain retirement benefits primarily for a select group of
management or highly compensated employees which are not otherwise payable or
cannot otherwise be provided under the terms of the tax-qualified retirement
plans maintained by The Coca-Cola Company as a result of the limitations set
forth under certain applicable sections of the Internal Revenue Code or on
account of an employee's deferral of compensation under The Coca-Cola Company
Deferred Compensation Plan.

This plan is amended and restated effective January 1, 2002, incorporating any
amendments effective as of that date. The benefit of any employee who terminates
or retires on or after January 1, 2002 shall be determined under the terms of
this amended and restated Plan. The benefit of any employee who terminates or
retires prior to January 1, 2002 shall be governed by the terms of the Plan, if
any, in effect at the time of termination or retirement.


                                    ARTICLE I
                                   DEFINITIONS

The following definitions apply to the terms of this Plan. Where the context
requires, the definitions of all terms set forth in the Qualified Pension Plan
and the Qualified Defined Contribution Plan shall apply with equal force and
effect for purposes of interpretation and administration of this Plan, unless
said terms are otherwise specifically defined in this Plan.

     "Account" shall mean the account or accounts established and maintained by
the Employer to reflect the interest of a Participant in the Plan resulting from
a Participant's Supplemental Thrift Benefit calculated in accordance with
Section 3.2.

     "Beneficiary" shall mean, unless otherwise designated in a manner
acceptable to the Committee and approved by the Committee, the beneficiary
elected or deemed to have been elected under the Qualified Pension Plan for the
Supplemental Pension Benefit and the Qualified Defined Contribution Plan for the
Supplemental Thrift Benefit.

     "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 Exchange Act as in effect on January 1, 2002, 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 as in effect on January 1, 2002) directly or indirectly,
of securities representing

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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 share owners
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 share owners of the Company approve any merger or
consolidation to which the Company is a party as a result of which the persons
who were share owners 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
times as a Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.

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

     "Common Stock" shall mean common stock of The Coca-Cola Company.

     "Committee" shall mean the Benefits Committee appointed by the Senior Vice
President, Human Resources, which shall act on behalf of the Company to
administer the Plan as provided in Article V.

     "Company" shall mean The Coca-Cola Company.

     "Deferred Compensation Plan" shall mean The Coca-Cola Company Deferred
Compensation Plan or any other similar nonqualified deferred compensation plan
maintained by the Employer established on or after the Effective Date which
provides for deferral of compensation.

     "Earliest Retirement Date" shall mean "Earliest Retirement Date" as that
term is defined in the Employee Retirement Plan of The Coca-Cola Company.

     "Effective Date" shall mean January 1, 2002, the effective date of this
amendment and restatement.

     "Employee" shall mean any person who is currently employed by an Employer.
An individual shall be treated as employed by an Employer under this Plan for
any period only if (i) he or she is actually classified during such period by
the Employer on its payroll, personnel and benefits system as an employee, and
(ii) he or she is paid for services rendered during such period through the
payroll system, as distinguished from the accounts payable department of the
Employer. No other individual shall be treated as employed by an Employer under
this Plan for

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any period, regardless of his or her status during such period as an employee
under common law or under any statute.

     "Employer" shall mean the Company and any Participating Subsidiary of the
Company approved by the Committee for participation in the Plan.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Market Price" shall mean the closing price per share of Common Stock as
reported on the New York Stock Exchange Composite Transactions listing.

     "Participant" shall mean an Employee or former Employee of an Employer who
is eligible to receive benefits provided by the Plan.

     "Participating Subsidiary" shall mean a subsidiary of the Company which the
Committee has designated as such and whose Employees are eligible to participate
in this Plan, as set forth in Appendix A.

     "Plan" shall mean The Coca-Cola Company Supplemental Benefit Plan, as
amended from time to time.

     "Plan Year" shall mean January 1 to December 31 each calendar year.

     "Qualified Defined Contribution Plan" shall mean The Coca-Cola Company
Thrift & Investment Plan or any other tax-qualified defined contribution plan
maintained by the Employer, as amended from time to time.

     "Qualified Pension Plan" shall mean the Employee Retirement Plan of The
Coca-Cola Company or any other tax-qualified defined benefit pension plan
maintained by the Employer, as amended from time to time.

     "Retirement Benefit" shall be the benefit payable to a Participant under
Sections 5.1 - 5.3, as applicable of the Qualified Pension Plan.

     "Supplemental Pension Benefit" shall mean the benefit described in Section
3.1 of this Plan.

     "Supplemental Thrift Benefit" shall mean the benefit described in Section
3.2 of this Plan.

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                                   ARTICLE II
                                   ELIGIBIILTY

2.1 Eligibility for Participation.

All salaried Employees of the Employer (a) whose benefits under the Qualified
Pension Plan are limited by the limitations set forth in Code Sections
401(a)(17) and/or 415, (b) for whom contributions by the Employer to the
Qualified Defined Contribution Plan are limited by the limitations set forth in
Code Sections 401(a)(17) and/or 415, or (c) who defer compensation under the
Deferred Compensation Plan and, solely on account of such deferrals, the
Employee's benefit under the Qualified Pension Plan or Company matching
contributions to the Qualified Defined Contribution Plan are limited shall be
eligible to participate in the Plan. Upon becoming a Participant, an Employee is
deemed to have assented to the Plan and to any amendments hereafter adopted.

2.2 Date of Participation.

Each Employee who is eligible to become a Participant under Section 2.1 shall
become a Participant on the later of i) January 1, 1984 or ii) the first day of
the month coincident with or next following the date he meets the eligibility
requirements.

2.3 Duration of Participation.

An Employee who becomes a Participant shall continue to be a Participant until
his termination of employment with the Employer or the date he is no longer
entitled to benefits under this Plan.


                                   ARTICLE III
                                    BENEFITS

3.1 Supplemental Pension Benefit.

(a) Benefit.

     (1)  If a Participant has Years of Benefit Service as defined in the
          Qualified Pension Plan of the Employer, he shall be entitled to a
          Supplemental Pension Benefit equal to that portion of his Retirement
          Benefit under the Qualified Pension Plan of the Employer which is not
          payable under such Qualified Pension Plan as a result of the
          limitations imposed by Code Sections 401(a)(17) and 415.

     (2)  If a Participant has Years of Benefit Service as defined in the
          Qualified Pension Plan of the Employer and if a Participant has
          deferred compensation under the Deferred Compensation Plan, he shall
          be entitled to a Supplemental Pension Benefit equal to that portion of
          his Retirement Benefit under the Qualified Pension Plan of the
          Employer which is not payable under such Qualified Pension Plan solely
          on account of the fact that deferred compensation is not considered

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          Benefit Compensation (as defined in the Qualified Pension Plan of the
          Employer) for purposes of the Qualified Pension Plan.

     (3)  In no event (except in the event that compensation is calculated under
          Section 3.1(a)(5), below) shall the sum of i) the Supplemental Pension
          Benefit and ii) the actual Retirement Benefit paid under the Qualified
          Pension Plan exceed the amount of Retirement Benefit determined under
          the Qualified Pension Plan had compensation not been deferred under
          the Deferred Compensation Plan and without regard to limitations
          imposed by the Code.

     (4)  For purposes of this Section 3.1, the Supplemental Pension Benefit of
          a Participant shall be calculated based on the Participant's
          compensation that is considered under the Qualified Pension Plan in
          calculating his Retirement Benefit, without regard to the limitation
          of Code Section 401(a)(17) and 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 such amounts.

     (5)  If a Participant was on an Approved Leave of Absence, as defined under
          the Qualified Pension Plan, for the purpose of working for another
          entity within The Coca-Cola system, his Supplemental Pension Benefit
          under this Plan shall be calculated based on compensation paid as
          follows: compensation during the Approved Leave of Absence shall be
          the greater of i) compensation as determined under the first sentence
          of this paragraph 3.1(a)(4) or ii) compensation actually paid to the
          Participant by the other entity within The Coca-Cola system during the
          Approved Leave of Absence, subject to the same inclusions and
          exclusions to benefit compensation under the Qualified Pension Plan,
          but without regard to the limitation of Code Section 401(a)(17). The
          Committee may require that the Participant provide satisfactory
          evidence of such compensation.

     (6)  Any benefit payable pursuant to this Section 3.1 shall be offset by
          the monthly benefit, if any, payable to a Participant under The
          Coca-Cola Company Key Executive Retirement Plan. The Supplemental
          Pension Benefit calculated under this Section 3.1 shall also be offset
          by the value of benefits to which the Participant is entitled under
          any other retirement plan (other than the Qualified Pension Plan or
          the Qualified Defined Contribution Plan) to which the Company or an
          affiliate of the Company contributed.

(b) Adjustments.

     (1)  To the extent that a Participant's Retirement Benefit under a
          Qualified Pension Plan is recalculated as a result of an amendment to
          such Qualified Pension Plan in order to increase the amount of his
          Retirement Benefit, the Participant's Supplemental Pension Benefit
          shall also be recalculated in order to properly reflect such increase
          in determining payments of the Participant's Supplemental Pension
          Benefit made on or after the effective date of such increase.

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     (2)  Any benefit payable pursuant to this Section 3.1 shall be adjusted in
          accordance with new limitations, if any, established by the Internal
          Revenue Service on payments that may be made from the Qualified
          Pension Plan.

(c) Distribution of Supplemental Pension Benefit.

     (1)  The Supplemental Pension Benefit, as determined in accordance with
          this Section 3.1, 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.
          Notwithstanding the foregoing, if the Participant's Supplemental
          Pension Benefit, as calculated in the form of a life annuity, is less
          than $50 per month, then the present value of the Supplemental Pension
          Benefit may be paid in a lump sum or the Supplemental Pension Benefit
          may be paid in quarterly, semi-annual, or annual payments, as the
          Committee may designate.

     (2)  Pre-Retirement Survivor's Benefit. If a Participant dies while
          employed by the Employer and his Beneficiary is eligible for the
          pre-retirement survivor's benefit under the Qualified Pension Plan,
          his Beneficiary shall be entitled to receive a survivor's benefit from
          this Plan calculated in the same manner and payable at the same time
          as the pre-retirement survivor's benefit under the Qualified Pension
          Plan.

     (3)  Post-Retirement Survivor's Benefit. If a Participant dies after
          Supplemental Pension Benefit payments have begun, his Beneficiary
          shall be entitled to receive a survivor's benefit from this Plan
          calculated in the same manner and payable at the same time as the
          post-retirement survivor's benefit under the Qualified Pension Plan.

     (4)  Termination of Employment. Except as provided in Article IV of this
          Plan, if a Participant's employment with the Employer terminates for a
          reason other than death before his Earliest Retirement Date, no
          Supplemental Pension Benefit will be payable from this Plan.

3.2 Supplemental Thrift Benefit.

(a) Benefit.

     (1)  If a Participant elects to contribute to the Qualified Defined
          Contribution Plan of the Employer, he may be entitled to a
          Supplemental Thrift Benefit determined under this Section 3.2. An
          Account shall be established for the Participant by the Employer, as
          of his initial Plan Year of participation in this Plan. Each Plan
          Year, such Account shall be credited with hypothetical contributions
          equal to the amount that: i) the Employer is prohibited from
          contributing as a matching contribution under the Qualified Defined
          Contribution Plan on behalf of the

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          Participant as a result of the limitations imposed by Code Sections
          401(a)(17), 401(k), 401(m), 402(g) and 415 or ii) the Employer is
          prohibited from contributing as a matching contribution under the
          Qualified Defined Contribution Plan on behalf of the Participant
          solely on account of the fact that deferred compensation is not
          considered eligible pay for purposes of the Qualified Defined
          Contribution Plan. If the Participant does not have a valid pre-tax or
          after-tax deferral election on file under the Qualified Defined
          Contribution Plan for a particular pay period, no amounts shall be
          credited to the Participant's Account with respect to such pay period.
          All amounts so credited to the Account of the Participant shall be
          deemed to be invested in the Company Stock fund at the same time and
          at the same share cost that such amounts would have been so invested
          if they had been contributed by the Employer to the Qualified Defined
          Contribution Plan. In addition, such Account shall be credited with
          such additional hypothetical shares as could be purchased with the
          dividends which would have been payable if the credited shares had
          been outstanding.

     (2)  In no event shall the sum of total matching contributions under the
          Qualified Defined Contribution Plan and hypothetical contributions
          under this Plan exceed three percent of the Participant's eligible
          compensation as defined for purposes of the Qualified Defined
          Contribution Plan, but without regard to compensation deferred under
          the Deferred Compensation Plan and the limits of Code Section
          401(a)(17).

(b) Distribution of Supplemental Thrift Benefit.

     (1)  Distribution of the total value of an Account of a Participant shall
          be received by the Participant when he is no longer an Employee in
          accordance with this Section 3.2(b)(1) or shall be received by the
          Beneficiary of a deceased Participant in accordance with Section
          3.2(b)(2). A Participant may elect to receive such a distribution upon
          his permanent and total disability as determined by the Committee
          (according to such elections as may be prescribed by the Committee).
          Distributions shall be made in the form of lump sum cash payments, or
          in such other form as the Committee may approve. Distribution of a
          Participant's Account shall be comprised of the cash value of the sum
          of the hypothetical shares of Company Stock, if any, credited to the
          Account in accordance with Section 3.2(a) plus the cash value of
          hypothetical contributions and dividends which have accrued since the
          most recent Valuation Date as defined in the Qualified Defined
          Contribution Plan. The value of the hypothetical shares of Company
          Stock shall be determined using the highest Market Price between the
          fifteenth day of the month of termination of the Participant and the
          first working day in the month following termination. Payment shall be
          made to the Participant or Beneficiary as soon as administratively
          feasible, but not later than one year, following the termination of
          the Participant's employment. If any benefits payable to, or on behalf
          of, a Participant are not claimed for a period of seven years from the
          date of entitlement as determined by the Committee, the value of the
          Account shall revert to the Company. In the event that a Participant
          resumes

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          his employment prior to the distribution of the value of his
          Account, the distribution shall not be made, and no subsequent
          distribution shall be made until the reemployed Participant again
          ceases to be an Employee.

     (2)  Upon the death of a Participant, the total value of his Account as
          calculated in Section 3.2(a)(1) above shall be paid to his designated
          Beneficiary or Beneficiaries. If there is no surviving Beneficiary,
          the value will be disposed of as designated by the will of a
          Participant, or by the applicable intestate statute.

     (3)  The Committee in its sole discretion upon application made by the
          Participant, a designated Beneficiary, or their legal representative,
          may determine to extend or otherwise make payments in a manner
          different from manner provided above in the event of a Participant's
          death or total disability (as determined by the Social Security
          Administration).

3.3 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 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 is conditional upon this
Section remaining in effect until a Change in Control occurs, and is not part of
any Participant's accrued benefit as defined in the Qualified Pension Plan. If
any Participant's employment terminates for any reason whatsoever during the two
consecutive year period which begins on the date when a Change in Control
occurs, the change of control provisions in the Qualified Pension Plan will
apply.


                                   ARTICLE IV
                           VESTING AND FORFEITABILITY

4.1 Forfeitability of Supplemental Pension Benefit.

(a)  Except as provided in subsection (c) of this Section 4.1, all rights to the
     portion of the Supplemental Pension Benefit described in Section 3.1(a)(i)
     above shall be extinguished and forfeited if a Participant terminates
     employment with the Employer prior to his Earliest Retirement Date for any
     reason other than death, unless otherwise expressly provided in writing by
     the Compensation Committee of the Board of Directors.

(b)  All rights to the portion of the Supplemental Pension Benefit described in
     Section 3.1(a)(ii) above shall be extinguished and forfeited if a
     Participant terminates employment with the Employer prior to becoming
     vested in his Retirement Benefit under the Qualified Pension Plan. If a
     Participant is fully vested in his Retirement Benefit under the Qualified
     Pension Plan, he shall be fully vested in the portion of the Supplemental
     Pension Benefit described in Section 3.1(a)(ii), but the portion of the
     Supplemental Pension Benefit described in Section 3.1(a)(i) shall still be
     subject to the conditions described in Section 4.1(a).

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(c) Participants on December 31, 1993.

     Notwithstanding anything in this Plan to the contrary, each Employee who is
     a Participant in the Plan as of December 31, 1993 shall be deemed vested in
     the portion of his Supplemental Pension Benefit, if any, calculated as of
     December 31, 1993 (based on his compensation and years of benefit service
     as of such date and assuming that he is vested under the Qualified Pension
     Plan of the Employer), and such benefit under the Plan shall not be subject
     to forfeiture under Section 4.1(a). If the Participant terminates
     employment with the Employer before his Earliest Retirement Date, such
     vested benefit shall be payable in monthly increments on the first day of
     the month concurrently and in the same manner as the Participant's
     Retirement Benefit under the Qualified Pension Plan, or if no Retirement
     Benefit is payable from the Qualified Pension Plan, then in monthly
     increments commencing on the first day of the month following the
     Participant's Earliest Retirement Date. Such monthly benefit shall be
     reduced, using the same reduction factors as are in use under the Qualified
     Pension Plan for a vested terminated participant, for each month by which
     the Participant's first payment under this Plan precedes the first day of
     the month on or after the Participant attains age 65. If the Participant's
     Supplemental Pension Benefit is less than $50 per month, as calculated in
     the form of a life annuity, the present value of the Supplemental Pension
     Benefit may be paid in a lump sum or the Supplemental Pension Benefit may
     be paid in quarterly, semi-annual, or annual payments, as the Committee may
     designate.

4.2 Forfeitability of Supplemental Thrift Benefit.

The Supplemental Thrift Benefit shall become vested and nonforfeitable according
to the same terms as the Company matching contribution under the Qualified
Defined Contribution Plan. All rights to the Supplemental Thrift Benefit shall
be extinguished and forfeited to the extent the Participant's Company matching
contributions under the Qualified Deferred Compensation Plan are not vested at
the time the Participant terminates employment. If a Participant's Company
matching contributions under the Qualified Defined Contribution Plan are fully
vested, his Supplemental Thrift Benefit shall also be fully vested. If a
Participant's Company matching contributions under the Qualified Defined
Contribution Plan are non-vested or a percentage of such contributions are
vested, his Supplemental Thrift Benefit shall be considered vested in the same
proportion as the Company matching contributions are vested under the Qualified
Defined Contribution Plan.

4.3 Non-Competition.

Notwithstanding the foregoing, any benefits under this Plan which a Participant
is receiving shall cease, and all rights under the Plan shall be extinguished,
if a Participant terminates employment with the Employer and without the
Employer's consent is subsequently (i) employed by or in any manner provides
services for any business organization that is in direct competition with the
Employer, or (ii) personally engages in direct competition with the Employer. If
a court of competent jurisdiction finds that the restrictions provided for in
(i) and (ii) are unenforceable,


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then such benefits shall be forfeited if a Participant competes either as an
employee or directly in the widest geographical area and for the longest period
of time that are legally enforceable.


                                   ARTICLE V
                                 ADMINISTRATION

5.1 Committee.

(a)  The Committee shall consist of not less than five members, who may or may
     not be officers or employees of the Company or a Participating Subsidiary.
     Each Committee member shall be appointed by and serve at the pleasure of
     the Company's Vice President of Human Resources (VPHR).

(b)  Removal, Resignation, Successor. The VPHR shall have the right to remove
     any member of the Committee at any time. A member may resign at any time by
     written resignation to the VPHR. If a vacancy in the Committee should
     occur, a successor may be appointed by the VPHR.

(c)  Organization. The VPHR will designate a Committee member as the chairman to
     preside at each meeting. In the event of the chairman's absence at any
     meeting, the members present will select one of their members to serve as
     acting chairman. The Committee will appoint a secretary, who may or may not
     be a Committee member, to keep minutes of meetings and to perform other
     duties assigned by the Committee. The Committee may appoint such other
     officers as it deems necessary, who may or may not be Committee members.
     The members of the Committee will serve as such without compensation.

5.2  Committee Action.

Each action of the Committee will be taken by a majority vote of all members
then in office, provided that the Committee may establish procedures for taking
action by written votes (including e-mail voting) without a meeting. The
Committee may, by a properly executed resolution, authorize any member or
officer or any other person to sign communications and to execute documents on
its behalf, and may delegate other duties and responsibilities as it considers
in the best interest of the Plan.

5.3  Powers and Duties of the Committee.

The Committee shall have complete control of and sole discretion over the
administration of the Plan, with all powers necessary to enable it properly to
carry out its duties as set forth in the Plan, including but not limited to the
following powers and duties:

(a)  To construe and interpret the terms and provisions of this Plan and to
     determine all questions that shall arise thereunder;


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(b)  To compute and certify to the amount and kind of benefits payable to
     Participants and their Beneficiaries;

(c)  To maintain all records that may be necessary for the administration of the
     Plan;

(d)  To provide for the disclosure of all information and the filing or
     provision of all reports and statements to Participants, Beneficiaries or
     governmental agencies as shall be required by law;

(e)  To make and publish such rules for the regulation of the Plan and
     procedures for the administration of the Plan that are not inconsistent
     with the terms hereof;

(f)  To employ or retain other persons, including legal counsel, to render
     advice with respect to any responsibility or authority being carried out by
     the Committee and to assist in the administration of the Plan;

(g)  To appoint a Plan administrator or any other agent, and to delegate to them
     such powers and duties in connection with the administration of the Plan as
     the Committee may from time to time prescribe; and

(h)  To take all actions necessary for the administration of the Plan.

5.4  Construction and Interpretation.

The Committee shall have full discretion to construe and interpret the terms and
provisions of this Plan, including questions of fact, which interpretations or
construction shall be final and binding on all parties, including but not
limited to the Company and any Participant or Beneficiary. The Committee shall
administer such terms and provisions in a uniform and nondiscriminatory manner
and in full accordance with any and all laws applicable to the Plan.

5.5  Information.

To enable the Committee to perform its functions, the Company shall supply full
and timely information to the Committee on all matters relating to the
Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.

5.6  Compensation, Expenses and Indemnity.

(a)  The Committee is authorized at the expense of the Company to employ such
     legal counsel, actuaries, accountants and other advisers as it may deem
     advisable to assist in the performance of its duties hereunder. Expenses
     and fees in connection with the administration of the Plan shall be paid by
     the Company.

(b)  To the extent permitted by applicable state law, the Company shall
     indemnify and hold harmless the Committee and each member thereof, the
     Board of Directors and any

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     delegate of the Committee who is an employee of the Company against any and
     all expenses, liabilities and claims, including legal fees to defend
     against such liabilities and claims arising out of their discharge in good
     faith of responsibilities under or incident to the Plan, other than
     expenses and liabilities arising out of willful misconduct. This indemnity
     shall not preclude such further indemnities as may be available under
     insurance purchased by the Company or provided by the Company under any
     bylaw, agreement or otherwise, as such indemnities are permitted under
     state law.

5.7  Statements.

Under procedures established by the Committee, a Participant shall receive a
statement with respect to such Participant's Supplemental Thrift Account on a
regular basis, not less frequently than annually.

5.8  Disputes.

(a)  Claim. A person who believes that he or she is being denied a benefit to
     which he or she is entitled under this Plan (hereinafter referred to as
     "Claimant") must file a written request for such benefit with the
     Committee, setting forth his or her claim within 90 days of the date such
     Claimant believes he or she was entitled to benefits under the Plan. The
     request must be addressed to the Committee at the Company's principal place
     of business.

(b)  Claim Decision. Upon receipt of a claim, the Committee (or its delegate,
     hereinafter collectively referred to as "Committee") shall advise the
     Claimant that a reply will be forthcoming within 90 days and shall, in
     fact, deliver such reply within such period. The Committee may, however,
     extend the reply period for an additional 90 days for special
     circumstances. If the claim is denied in whole or in part, the Committee
     shall inform the Claimant in writing, setting forth: (i) the specified
     reason or reasons for such denial; (ii) the specific reference to pertinent
     provisions of this Plan on which such denial is based; (iii) a description
     of any additional material or information necessary for the Claimant to
     perfect his or her claim and an explanation of why such material or such
     information is necessary; (iv) appropriate information as to the steps to
     be taken if the Claimant wishes to submit the claim for review; and (v) the
     time limits for requesting a review under subsection (c).

(c)  Request For Review. Within 60 days after the receipt by the Claimant of the
     written opinion described above, the Claimant may request in writing that
     the Committee review the determination of the Committee. Such request must
     be addressed to the Committee, at the Company's then principal place of
     business. The Claimant or his or her duly authorized representative may,
     but need not, review the pertinent documents and submit issues and comments
     in writing for consideration by the Committee. If the Claimant does not
     request a review within such 60-day period, he or she shall be barred and
     estopped from challenging the Committee's determination.

                                       12
<PAGE>

(d)  Review of Decision. Within 60 days after the Committee's receipt of a
     request for review, after considering all materials presented by the
     Claimant, the Committee will inform the Claimant in writing, the decision
     setting forth the specific reasons for the decision containing specific
     references to the pertinent provisions of this Plan on which the decision
     is based. If special circumstances require that the 60 day time period be
     extended, the Committee will so notify the Claimant and will render the
     decision as soon as possible, but no later than 120 days after receipt of
     the request for review.

(e)  Limitation of Actions. Any suit for benefits must be brought within twelve
     months after the date the Committee has made a final denial of the claim.
     Notwithstanding any other provision herein, any suit for benefits must be
     brought within two years after the date the claim for benefits first arose.


                                   ARTICLE VI
                                 MISCELLANEOUS

6.1  Unsecured General Creditor.

Participants and their Beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, claims, or interest in any specific property or
assets of the Company. No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company's assets shall be, and remain, the general
unpledged, unrestricted assets of the Company. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title 1 of ERISA. Nothing contained in this Plan, and
no actions taken pursuant to the provisions of this Plan shall create or be
construed to create a trust or any kind of fiduciary relationship between the
Employer and any Participant, his Beneficiary, or any other person.

6.2  Restriction Against Assignment.

The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation. No
part of a Participant's Account or benefit shall be liable for the debts,
contracts, or engagements of any Participant, his or her Beneficiary, or
successors in interest, nor shall a Participant's Account or benefit be subject
to execution by levy, attachment, or garnishment or by any other legal or
equitable proceeding, nor shall any such person have any right to alienate,
anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or
payments hereunder in any manner whatsoever. If any Participant, Beneficiary or
successor in interest is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, commute, assign, pledge, encumber or charge any
distribution or payment from the Plan, voluntarily or involuntarily, the
Committee, in its discretion, may cancel such distribution or payment (or any
part thereof) to or for the benefit of such Participant, Beneficiary or
successor in interest in such manner as the Committee shall direct.

                                       13
<PAGE>


6.3  Tax Withholding.

There shall be deducted from each payment made under the Plan or any other
compensation payable to the Participant (or Beneficiary) all taxes which are
required to be withheld by the Company in respect to any payment under this
Plan. The Company shall have the right to reduce any payment (or compensation)
by the amount of cash sufficient to provide the amount of said taxes.

6.4  Amendment, Modification, Suspension or Termination.

(a)  The Committee may amend, modify, suspend or terminate the Plan in whole or
     in part, at any time, except that no amendment, modification, suspension or
     termination may retroactively adversely affect any Participant's right to a
     benefit which has vested under the Plan before such date.

(b)  Notwithstanding anything to the contrary contained herein, with regard to
     any Participant who is subject to Section 16 of the Securities Exchange Act
     of 1934 or any Account of any such Participant, no amendment can be made to
     any Plan provision concerning the Supplemental Thrift Benefit relating to
     the amount and price of any Benefits hereunder the categories of
     Participants, the timing of any awards or the formula determining Benefits
     hereunder more than once every six months, except to comport with changes
     in the Code, in ERISA, or the rules thereunder.

6.5  Governing Law.

This Plan shall be construed, governed and administered in accordance with the
laws of the State of Georgia, to the extent not preempted by federal law,
without regard to the conflicts of law principles thereof.

6.6  Receipt or Release.

Any payment to a Participant or the Participant's Beneficiary in accordance with
the provisions of the Plan shall, to the extent thereof, be in full satisfaction
of all claims against the Committee and the Company. The Committee may require
such Participant or Beneficiary, as a condition precedent to such payment, to
execute a receipt and release to such effect.

6.7  Payments on Behalf of Persons Under Incapacity.

In the event that any amount becomes payable under the Plan to a person who, in
the sole judgment of the Committee, is considered by reason of physical or
mental condition to be unable to give a valid receipt therefore, the Committee
may direct that such payment be made to any person found by the Committee, in
its sole judgment, to have assumed the care of such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.


                                       14
<PAGE>

6.8  Limitation of Rights and Employment Relationship.

Neither the establishment of the Plan nor any modification thereof, nor the
creating of any fund or Account, nor the payment of any benefits shall be
construed as giving to any Participant, or Beneficiary or other person any legal
or equitable right against the Company except as provided in the Plan; and in no
event shall the terms of employment of any Employee or Participant be modified
or in any way be affected by the provisions of the Plan.

6.9  Headings.

Headings and subheadings in this Plan are inserted for convenience of reference
only and are not to be considered in the construction of the provisions hereof.


The Coca-Cola Company Supplemental Benefit Plan is hereby amended and restated,
effective as of January 1, 2002.


                                     By: /S/ CORETHA M. RUSHING
                                        -------------------------------------
                                        Senior Vice President, Human Resources


<PAGE>


                                   APPENDIX A
                           PARTICIPATING SUBSIDIARIES
                             As of January 1, 2002


The Coca-Cola Export Corporation
Refreshment Products Services, Inc.
Soft Drink International, Inc.
Rocketcash LLC















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