Restricted Stock Agreement - Coca-Cola Co. and Charles S. Frenette


                           RESTRICTED STOCK AGREEMENT


     The  Coca-Cola  Company  (the  "Company")  hereby  agrees  to  award to the
recipient  named below (the Recipient) on the date set forth below (Future Award
Date) the number of shares of Common Stock,  $.25 par value, of the Company (the
"Shares"),  in  accordance  with  and  subject  to  the  terms,  conditions  and
restrictions of this Agreement. If the conditions described below are satisfied,
such award will be made under the terms of The Coca-Cola 1989  Restricted  Stock
Award Plan (the  "Plan") of the Company on the Future  Award Date.  All benefits
hereunder  will be cancelled and all terms of this  Agreement  shall be null and
void if a  majority  of  shareholders  voting  at the  next  annual  meeting  of
shareowners do not approve the granting of this award:

        Name and Address of Recipient:  Charles S. Frenette, 
                                        London, England
                                                
        Number of Shares Subject to Agreement:  125,000
        
        Agreement Date:  December 20, 2000

        Future Award Date:      January 3, 2006
                        
Performance Criteria:* simple average annual growth in earnings per share 
                        equals or exceeds 15% during the Measurement 
                        Period.  Earnings per share shall be defined as:

               Income available to common shareholders (excluding
              nonrecurring items) + Effect of assumed conversions
          -------------------------------------------------------------
           Weighted-average shares + Dilutive potential common shares


        Measurement Period:*    January 1, 2001  December 31, 2005

        Release Date:*          March 1, 2006

        Acceptance Date:        December 29, 2000
        
(1)     An award of  Restricted  Stock  under the Plan will be  awarded  to the
        Recipient on the Future  Award Date noted above.  No Shares will be 
        delivered to the Recipient or 


*  All as qualified herein


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        transferred  into the Recipients  name until such Future Award Date.  
        After such Future Award is made, the Shares will be released from  
        restrictions on the Release Date noted above only upon the  satisfaction
        of all terms and conditions set forth in this Agreement.

        (a)     Certificate(s) representing the Shares shall be delivered on the
                Release Date only if the Recipient, on the Release Date, is, and
                has continuously been since the Award Date set forth above (the
                "Award Date"), employed by the Company or a Related Company 
                since the Agreement Date, except as provided in paragraph 1 (b).
                In addition, the Shares shall be delivered only if certain 
                Performance Criteria, set forth above, are met during the 
                Measurement Period.  Further, Recipient understands and acknow-
                ledges that the Compensation Committee may reduce the number of 
                Shares released even if the specified performance criteria are 
                met if the Recipient fails to meet other objectives and goals, 
                as determined solely in the discretion of the Compensation 
                Committee or a subcommittee thereof.   Recipient will be 
                required to agree to such additional conditions as set by the 
                Compensation Committee or a subcommittee thereof or to 
                immediately forfeit the Shares.

        (b)     If the Recipient dies or becomes disabled prior to the Future 
                Award Date, the terms of this subparagraph shall apply. If death
                or disability occurs in the first year of the Measurement 
                Period, no award will be made on the Future Award Date and no 
                payments shall be due under this Agreement.  If death or 
                disability occurs in any year thereafter, the Recipient  or the 
                Recipients estate shall receive a cash payment, less any 
                applicable taxes, equal to the value of the Shares (in U.S. 
                Dollars) (the Cash Payment) determined based upon the dates and 
                Measurement Periods as modified below :

                1.      If death or disability occurs between January 1 and 
                        June 30 of any calendar year following the first year, 
                        the Measurement Period will begin on January 1, 2001 
                        and end on December 31 of the calendar year preceding 
                        the death or disability.  The Cash Payment will be made 
                        on the 90th day following death or disability; or

                2.      If death or disability occurs between July 1 and 
                        December 31 of any calendar year following the first 
                        year, the Measurement Period will begin on January 1, 
                        2001 and end on December 31 of the calendar year in 
                        which the death or disability occurs.  The Cash Payment
                        will be made on the March 1 following the year in which
                        death or disability occurs.

                The number of Shares to be valued for the Cash Payment will be 
                pro-rated by a fraction with the numerator being the number of 
                months the Recipient was 

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                in the position during the Measurement Period and the 
                denominator being the original number of months in the 
                Measurement Period.   The value of any additional Shares will 
                not be included in the Cash Payment.  If the performance 
                criteria are not met during the shortened Measurement Period, 
                no payment shall be due.

        (c)     Recipient shall have no rights with respect to the Shares, 
                including but not limited to rights to sell, vote, exchange, 
                transfer, pledge, hypothecate or otherwise dispose of the 
                Shares.  

        (d)     The Recipient shall indicate his or her acceptance of this 
                Agreement by signing and returning this Agreement by the 
                Acceptance Date indicated above.

        (e)     During the period between the Agreement Date and the Future 
                Award Date, the Recipient will receive from Recipients employer 
                a quarterly cash payment, less all applicable taxes, equal to 
                the dividend that would be paid on an equivalent number of 
                shares of Company Stock.
  
        (f)     In the event that the Companys shares, as a result of a stock 
                split or stock dividend or combination of shares or any other 
                change or exchange for other securities, by reclassification, 
                reorganization or otherwise, are increased or decreased or 
                changed into or exchanged for a different number or kind of 
                shares of stock or other securities of the Company or of another
                corporation, the number of Shares to be awarded under this 
                Agreement shall be adjusted to reflect such change in such 
                manner as the Board of Directors of the Company or the 
                Committee may deem appropriate.  If any such adjustment shall 
                result in a fractional share, such fraction shall be 
                disregarded.

        (g)     In the event that the Recipient shall cease to be employed by 
                the Company or a Related Company (including due to retirement as
                defined in the Plan) for any reason other than death, disability
                (subject to Section 1(b)) or a Change of Control as defined in 
                the Plan prior to the Release Date, or shall violate any of the
                provisions of this Agreement, this Agreement shall become null 
                and void and no awards or payments shall be due to the 
                Recipient.    
                
        
     2.  Each notice  relating to this award shall be in writing. All notices to
the Company  shall be addressed to the  Secretary,  The Coca-Cola  Company,  One
Coca-Cola Plaza,  Atlanta,  Georgia 30313. All notices to the Recipient shall be
addressed  to the address of the  Recipient  specified  on the face page of this
Agreement. Either the Company or the Recipient may designate a different address
by written notice to the other. Written notice to

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said  addresses  shall be effective to bind the Company,  the Recipient and
the Recipient's representatives and beneficiaries.

     4.  The  Recipient  hereby  agrees  that  (a) any  change,  interpretation,
determination  or modification of this agreement by the Committee shall be final
and conclusive for all purposes and on all persons including the Company and the
Recipient; provided, however, that with respect to any amendment or modification
of the Plan which affects the award of Shares made hereby,  the Committee  shall
have  determined that such amendment or modification is in the best interests of
the  Recipient  of such award;  and (b) this  Agreement  and the award of Shares
shall not affect in any way the right of the Recipients employer to terminate or
change the employment of the Recipient.

     5.  If any of the terms of this Agreement may in the opinion of the Company
conflict  or be  inconsistent  with  any  applicable  law or  regulation  of any
governmental  agency  having  jurisdiction,  the Company  reserves  the right to
modify this Agreement to be consistent with applicable laws or regulations.

     6.  This  Agreement has been made in and  shall be  construed  under and in
accordance with the laws of the State of Georgia.

                                        THE COCA-COLA COMPANY

                                        BY:  THE COMMITTEE



                                        /s/ SUSAN E. SHAW
                                        -------------------------
                                        Authorized Signature

     I have read the above  Agreement  and hereby  accept the above award of the
terms and  conditions  of this  agreement and I agree to be bound thereby and by
the actions of the Committee.


27/12/00                                /s/ CHARLES S. FRENETTE
----------                              --------------------------
Date Accepted                            Recipient





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