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Amendment to 1989 Restricted Stock Award Plan Authorizing the Grant of Performance-Based Awards - Coca-Cola Co.


The Coca-Cola Company 1989 Restricted Stock Award Plan be, and it 
hereby is, amended effective October 18, 2000 by adding the following 
new paragraph (d) to Section 5:

(d) Performance-Based Awards.

1. The Restricted Stock Subcommittee of the Board which shall be 
comprised of two or more outside directors meeting the requirements of 
Section 162(m) of the Internal Revenue code of 1986, as amended (the 
Code)(the Subcommittee) may select from time to time, in its 
discretion, executive officers, senior vice-presidents and other key 
executives of the Company to receive awards of restricted stock under 
the Plan, in such amounts as the Subcommittee may, in its discretion, 
determine (subject to any limitations provided in the Plan), the
release of which will be conditioned upon the attainment of certain 
performance targets (Performance-Based Awards).

2. At the time of each grant, the Subcommittee shall determine the
performance targets and the Measurement Period (as defined below) that 
will be applied with respect to such grant. Grants of Performance-Based 
Awards may be made, and the performance targets applicable to such 
Performance-Based Awards may be determined, by the Subcommittee no 
later than ninety days after the commencement of the Measurement 
Period. The performance criteria applicable to Performance-Based 
Awards will be one or more of the following criteria:

(i) average annual growth in earnings per share; (ii) increase
in share-owner value; (iii) earnings per share; (iv) net income;
(v) return on assets; (vi) return on share-owners' equity; (vii)
increase in cash flow; (viii) operating profit or operating
margins; (ix) revenue growth of the Company; and (x) quality as
determined by the Company's Quality Index.

The Measurement Period will be a period of years, determined by the 
Subcommittee in its discretion, commencing on the January 1 of the 
first year of the Measurement Period and ending on December 31 of the 
last year of the Measurement Period. The Measurement Period will be 
subject to adjustment as the Subcommittee may provide in the terms of 
each award.

     3. Except as otherwise provided in the terms of the award, shares awarded
in the form of Performance-Based Awards shall be eligible for release (the
Release Date) on the March 1 next following the completion of the Measurement

     4. Shares awarded in the form of Performance-Based Awards will be released
only if the Controller of the Company and the Subcommittee certify that the
performance targets have been achieved during the Measurement Period.

     5. Performance-Based Awards granted pursuant to this Section 5(d) are
intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code of 1986, as amended, and shall be administered and
construed accordingly.

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