COCA COLA CO
SUPPLEMENTAL DISABILITY PLAN, AS AMENDED AND RESTATED, EFFECTIVE 1/1/2003
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>x10-2.txt
<DESCRIPTION>SUPPLEMENTAL DISABILITY PLAN, AS AMENDED AND RESTATED, EFFECTIVE 1/1/2003
<TEXT>
                                                                  EXHIBIT 10.2




                             THE COCA-COLA COMPANY
                          SUPPLEMENTAL DISABILITY PLAN









                            AS AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 2003


















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                             THE COCA-COLA COMPANY
                          SUPPLEMENTAL DISABILITY PLAN

               As Amended and Restated Effective January 1, 2003


                                    PREFACE

The Coca-Cola Company established The Coca-Cola Company Supplemental  Disability
Plan  (the  "Plan")   effective  January  1,  1984.  The  Plan  is  an  unfunded
supplemental  disability  plan for eligible  employees.  The Plan is designed to
provide certain  disability  benefits primarily for a select group of executives
or highly  compensated  employees  which  are not  otherwise  payable  or cannot
otherwise  be  provided  under the terms of The  Coca-Cola  Company  Health  and
Welfare Benefits Plan.

This Plan is amended and restated  effective January 1, 2003,  incorporating any
amendments  effective  as of that date.  The benefit of any employee who becomes
disabled on or after January 1, 2003 shall be determined under the terms of this
amended and restated  Plan.  The benefit of any  employee  who becomes  disabled
prior to January 1, 2003 shall be governed by the terms of the Plan,  if any, in
effect at the time of the disability.


                                   ARTICLE I
                                  DEFINITIONS

The following definitions apply to the terms of this Plan.

     "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 IV.

     "Company" shall mean The Coca-Cola Company.

     "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 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.

     "Insurer"  shall mean the insurance  company that issued the LTD Policy and
serves as the claims fiduciary for claims for benefits under the LTD Policy.

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     "LTD Policy" shall mean the Long Term Disability Insurance Policy issued to
the Company  providing Basic Long Term Disability  Insurance  benefits under The
Coca-Cola Company Health and Welfare Benefits Plan.

     "Monthly Benefit" shall mean the gross monthly amount payable under the LTD
Policy by the Insurer to the  Participant  (i.e.,  the amount payable before any
reduction  for  other  income  benefits  or  other  income  earnings  or for tax
withholdings),  which is calculated at 60% of the  Participant's  "Basic Monthly
Earnings"  (as that term is defined and  determined  under the LTD Policy),  and
which is subject to any applicable maximum limits described in the LTD Policy.

     "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 covered under the LTD
Policy.

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


                                   ARTICLE II
                                  ELIGIBIILTY

2.1 Eligibility for Participation. Each Employee of the Employer who is eligible
for benefits under the LTD Policy is eligible to  participate in the Plan.  Upon
becoming a  Participant,  an Employee is deemed to have assented to the Plan and
to any amendments adopted hereafter.

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, 2003
or ii) 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 the earlier of i) his  termination of active
employment  with the Employer ii) the date he is no longer covered under the LTD
Policy,  or iii) the date he is no longer  entitled  to  benefits  under the LTD
Policy or this Plan.


                                  ARTICLE III
                                    BENEFITS

3.1 Disability  Benefit.  A Participant who becomes  eligible for and receives a
disability  benefit  under the LTD Policy shall be eligible  for a  supplemental
disability  benefit under this Plan. No benefit is payable under this Plan until
and  unless the  Insurer  determines  that a benefit  is  payable  under the LTD
Policy.

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3.2 Amount of Benefit.  A Participant  who is eligible for a disability  benefit
pursuant to Section 3.1 shall be entitled to a monthly  supplemental  disability
benefit  under this Plan in an amount  equal to the excess,  if any, of (1) over
(2), where

     (1)  equals   the   Monthly   Benefit   payable   under  the  LTD   Policy,
     notwithstanding  any  applicable  maximum  limits  to the  Monthly  Benefit
     described in the LTD Policy, and

     (2) equals the Monthly Benefit payable under the LTD Policy.

Notwithstanding  any other  provision  herein,  in no event  shall  the  monthly
supplemental benefit paid under this Plan plus the Monthly Benefit payable under
the LTD Policy exceed $25,000, and any supplemental benefit paid under this Plan
will be reduced accordingly.

3.3 Commencement and Duration.  Monthly supplemental disability benefit payments
shall commence at the same time and be payable  monthly  thereafter for the same
period of time as the Monthly Benefits are paid under the LTD Policy.


                                   ARTICLE IV
                                 ADMINISTRATION

4.1 Committee.

(a)  The Committee  shall be responsible for the general  administration  of the
     Plan. In the absence of the  appointment of a Committee,  the functions and
     powers of the Committee shall reside with the Company.

(b)  The Committee shall establish regulations for the day to day administration
     of the  Plan.  The  Committee  and its  designated  agents  shall  have the
     exclusive right and discretion to interpret the terms and conditions of the
     Plan  and to  decide  all  matters  arising  with  respect  to  the  Plan's
     administration   and   operation    (including    factual   issues).    Any
     interpretations or decisions so made shall be conclusive and binding on all
     persons.   The   Committee   or  its  designee  may  pay  the  expenses  of
     administering  the  Plan or may  reimburse  the  Company  or  other  person
     performing  administrative services with respect to the Plan if the Company
     or such other  person  directly  pays such  expenses  at the request of the
     Committee.

4.2  Authority to Appoint  Advisors and Agents.  The  Committee  may appoint and
employ such  persons as it may  require or deem  advisable  in carrying  out the
provisions  of the Plan.  To the extent  permitted  by law,  the  members of the
Committee  shall be fully  protected by any action taken in reliance upon advice
given by such  persons  and in  reliance  on tables,  valuations,  certificates,
determinations,  opinions and reports  which are  furnished  by any  accountant,
counsel,  claims administrator or other expert who is employed or engaged by the
Committee.

4.3 Compensation  and Expenses of Committee.  The members of the Committee shall
receive no  compensation  for its duties  hereunder,  but the Committee shall be
reimbursed for all

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reasonable  and necessary  expenses  incurred in the  performance of its duties,
including counsel fees and expenses.  Such expenses of the Committee,  including
the compensation of administrators,  actuaries,  counsel,  agents or others that
the  Committee  may  employ,  shall be paid  out of the  general  assets  of the
Company.

4.4 Records. The Committee shall keep or cause to be kept books and records with
respect to the operations and administration of this Plan.

4.5 Indemnification of Committee.  The Company agrees to indemnify and to defend
to the fullest extent  permitted by law any employee  serving as a member of the
Committee  or as its  delegate  against  all  liabilities,  damages,  costs  and
expenses, including attorneys' fees and amounts paid in settlement of any claims
approved by the Company,  occasioned  by any act or failure to act in connection
with the Plan,  unless such act or omission arises out of such employee's  gross
negligence, willful neglect or willful misconduct.

4.6 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 60 days of the date the
     benefit was denied.  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 deliver a reply
     within 90 days. The Committee may, however,  extend the reply period for an
     additional 90 days for special  circumstances.  If the claim is denied, the
     Committee shall inform the Claimant in writing.

(c)  Limitation  of  Actions.  No suit for  benefits  may be  brought  until the
     Claimant has  submitted  and the  Committee  has made a final denial of the
     claim. Any suit for benefits must be brought within one year 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 V
                                 MISCELLANEOUS

5.1 Unsecured General Creditor.  Participants and their heirs,  successors,  and
assigns  shall have no legal or  equitable  rights,  claims,  or interest in any
specific property or assets of the Employer.  No assets of the Employer shall be
held in any way as collateral  security for the fulfilling of the obligations of
the Employer under this Plan. Any and all of the Employer's assets shall be, and
remain,  the  general  unpledged,  unrestricted  assets  of  the  Employer.  The
Employer's  obligation  under the Plan shall be merely that of an  unfunded  and
unsecured promise of the Employer to pay money in the future,  and the rights of
the Participants  shall be no greater

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than those of unsecured general  creditors.  It is the intention of the Employer
that this Plan be unfunded. 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 or any other person.

5.2 Restriction Against  Assignment.  The Employer 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 benefit shall be liable
for the debts,  contracts,  or engagements  of any  Participant or successors in
interest,  nor shall a  Participant's  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 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  or  successor  in interest in such  manner as the  Committee  shall
direct.

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

5.4 Amendment, Modification, Suspension or Termination. 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.

5.5 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.

5.6 Receipt or Release.  Any payment to a  Participant  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  Employer.  The Committee may require
such Participant, as a condition precedent to such payment, to execute a receipt
and release to such effect.

5.7 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 Employer.

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5.8 Limitation of Rights and Employment Relationship.  Neither the establishment
of the Plan nor any modification  thereof, nor the creating of any fund, nor the
payment of any benefits shall be construed as giving to any Participant or other
person any legal or equitable  right against the Employer  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.

5.9 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, 2003.


                                        By: /s/ Coretha M. Rushing
                                        --------------------------------------
                                        Senior Vice President, Human Resources



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