THE COCA-COLA COMPANY DEFERRED COMPENSATION PLAN

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EXHIBIT 10.26.1

THE COCA-COLA COMPANY
DEFERRED COMPENSATION PLAN

As Amended and Restated Effective December 17, 2003

THE COCA-COLA COMPANY

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective December 17, 2003

        WHEREAS, the Company (as hereinafter defined) has set forth its desire to establish The Coca-Cola Company Deferred Compensation Plan to provide (i) a select group of management or highly compensated employees with a capital accumulation opportunity by deferring compensation on a pre-tax basis and (ii) the Company with a method of rewarding and retaining its highly compensated executives and employees.

        NOW, THEREFORE, as of the effective date set forth herein, this Plan (as hereinafter defined) is hereby adopted to read as follows:

ARTICLE I

DEFINITIONS

        Capitalized terms used in this Plan, shall have the meanings specified below.

        "Account" or "Accounts" shall mean all of such subaccounts as are specifically authorized for inclusion in this Plan.

        "Base Salary" shall mean a Participant's annual base salary, including any salary continuation, excluding bonus, commissions, incentive and all other remuneration for services rendered to the Company and prior to reduction for any salary contributions to a plan established pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of the Code.

        "Beneficiary" or "Beneficiaries" shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant's death. No beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant's spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant's estate (which shall include either the Participant's probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant's estate duly appointed and acting in that capacity within 90 days after the Participant's death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant's death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid to such minor's legal guardian duly appointed and currently acting to hold the funds for such minor. If no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or to the Participant's estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of Company.

        "Board of Directors" or "Board" shall mean the Board of Directors of The Coca-Cola Company.

        "Bonuses" shall mean the bonuses earned as of the last day of the Plan Year pursuant to any bonus plan or program approved by the Committee, provided a Participant is in the employ of the Company on the last day of the Plan Year.

        "Cause" shall means a violation of the Company's Code of Business Conduct or any other policy of the Company or a Participating Subsidiary, or gross misconduct.

        "Change of 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 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 (2) 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 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.

        "Committee" shall mean the Management Committee appointed by the Compensation Committee to administer the Plan in accordance with Article VII.

        "Company" shall mean The Coca-Cola Company, a Delaware corporation.

        "Company Discretionary Contribution Amount" shall mean such discretionary amount, if any, contributed by the Company for a Participant for a Plan Year. Such amount may differ from Participant to Participant both in amount, including no contribution and as a percentage of Compensation.

        "Company Matching Contribution Amount" shall mean such amount contributed by the Company, if any, for a Participant for a Plan Year. Such amount may differ from Participant to Participant.

        "Company Discretionary Contribution Subaccount" shall mean the bookkeeping account maintained by the Company for each Participant that is credited with an amount equal to (i) the Company Discretionary Contribution Amount, if any, paid by the Company and (ii) earnings and losses pursuant to Section 4.1.

        "Company Matching Contribution Subaccount" shall mean the bookkeeping account maintained by the Company for each Participant that is credited with the number of Stock Units equal to the Company Matching Contribution Amount, if any, and the Dividend Equivalent, if any, paid by the Company.

        "Compensation" shall mean Base Salary and Bonus.

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        "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the Company or any subcommittee thereof.

        "Compensation Deferral Subaccount" shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (i) the portion of the Participant's Compensation that he or she elects to defer, and (ii) earnings and losses attributable thereto pursuant to Section 4.1.

        "Designated Employees" shall mean Eligible Employees designated by the Committee as eligible to defer Stock Option Gains and Restricted Stock Awards.

        "Disability" shall mean a condition for which a Participant becomes eligible for and receives a disability benefit under the long term disability insurance policy issued to the Company providing Basic Long Term Disability Insurance benefits pursuant to The Coca-Cola Company Health and Welfare Benefits Plan, or under any other long term disability plan that hereafter may be maintained by the Company or any Related Company.

        "Distributable Amount" shall mean the vested balance in the Participant's Accounts subject to distribution in a given Plan Year.

        "Dividend Equivalent" shall mean the amount of cash dividends or other cash distributions paid by the Company on that number of shares equal to the number of Stock Units credited to a Participant's Stock Unit Subaccount and Company Matching Contribution Subaccount as of the applicable record date for the dividend or other distribution, which amount shall be credited in the form of additional Stock Units to the Participant's Stock Unit Subaccount and Company Matching Contribution Subaccount.

        "Early Distribution" shall mean an election by a Participant in accordance with Section 6.2(d) to receive a withdrawal of amounts from his or her Compensation Deferral Subaccount and any vested Company Discretionary Contribution Subaccount prior to the time at which such Participant would otherwise be entitled to such amounts.

        "Effective Date" of this amended and restated Plan shall be December 17, 2003.

        "Eligible Employee" shall mean a select group of management and/or highly compensated employees of the Company or a Participating Subsidiary specifically selected by the Management Committee in accordance with the procedures set forth in Article II.

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

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

        "Fund" or "Funds" shall mean, one or more of the investment funds selected by the Compensation Committee, or its designee to which Participants may elect to make deemed deferrals pursuant to Section 3.2(a).

        "Hardship Distribution" shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her Dependent (as defined in Section 152(a) of the Code), loss of a Participant's property due to casualty, or other similar or extraordinary and unforseeable circumstances arising as a result of events beyond the control of the Participant.

        "Initial Election Period" shall mean the time period associated with the first enrollment period of the plan or the first enrollment period of an eligible participant.

        "Investment Rate" shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund during each month.

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        "Involuntarily Separated or Involuntary Separation" shall mean a termination of employment in conjunction with which the Participant is eligible for and receives severance benefits under The Coca-Cola Company Severance Pay Plan or any successor severance pay plan.

        "Participant" shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

        "Participating Subsidiary" means a subsidiary of the Company which the Committee has designated as such and whose employees are eligible to participate in the Plan; provided that such employee is an Eligible Employee.

        "Payment Date" shall mean:

        (1)   With respect to Distributable Amounts payable in a lump sum, as soon as practicable following the end of the calendar quarter in which termination occurs; and

        (2)   With respect to Distributable Amounts payable in annual installments, each February following the Plan Year in which termination occurs, beginning with the year following termination in which the Participant has elected to begin receiving distributions.

        "Plan" shall mean The Coca-Cola Company Deferred Compensation Plan.

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

        "Related Company" shall mean any entity in which the Company owns, directly or indirectly, at least 20% of the outstanding voting stock or capital at the relevant time.

        "Restricted Stock" shall mean shares of Stock issued under the Restricted Stock Plan which are subject to forfeiture based upon non-compliance with certain enumerated criteria.

        "Restricted Stock Award" shall mean any award of Restricted Stock under the Restricted Stock Plan.

        "Restricted Stock Plan" shall mean the 1989 Restricted Stock Award Plan of The Coca-Cola Company.

        "Retirement" shall mean any time that is at least five years prior to the earliest permissible retirement date under The Coca-Cola Company Employee Retirement Plan.

        "Scheduled Withdrawal Date" shall mean the distribution date elected by the Participant for a withdrawal of amounts from such Accounts deferred in a given Plan Year, and earnings and losses attributable thereto, as set forth on the election form for such Plan Year.

        "Stock" shall mean the common stock, $.25 par value of The Coca-Cola Company.

        "Stock Option Gain" shall mean the gains on a Designated Employee's stock options that have been granted by the Company and designated as eligible for deferral under the Plan by the Committee pursuant to Section 3.1(c). With respect to any options granted to Designated Employees that are made subject to a Stock Option Gain deferral election, the gains on such options shall be determined through a deemed sale of related shares of the underlying shares net of the exercise price of the options.

        "Stock Unit" means a unit of value, equal at any relevant time to the value of a share of Stock or Restricted Stock, as applicable, established by the Committee as a means of measuring value of the Stock-related portion of an Account under the Plan.

        "Stock Unit Subaccount" means the bookkeeping account maintained by the Company on behalf of each Participant who is credited with Stock Units and Dividend Equivalents thereon pursuant to Sections 4.2 and 4.3.

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ARTICLE II

PARTICIPATION

        2.1     Determination of Eligible Employee.     

        The Committee shall, from time to time, determine which employees are Eligible Employees under the Plan.

        2.2     Enrollment.     

        An Eligible Employee shall become a Participant in the Plan by electing to make deferrals in accordance with Section 3.1, in accordance with such procedures as may be established from time to time by the Committee. An individual who, at any time, ceases to be an Eligible Employee, as determined in the sole discretion of the Committee, other than an Eligible Employee who (i) becomes employed by a Related Company, which is not a Participating Subsidiary or (ii) is transferred to an international assignment, shall continue to be eligible to make deferrals until the end of the Plan Year in which the employee ceases to be an Eligible Employee, and no future deferrals will be allowed until such time as the individual again becomes an Eligible Employee. In such case, the individual may remain a Participant in the Plan with respect to amounts already deferred.

        2.3     Transferred Employees.     

        An Eligible Employee who (i) becomes employed by a Related Company, which is not a Participating Subsidiary or (ii) is transferred to an international assignment, shall not be eligible to make any further deferrals under the Plan; however, such individual shall remain a participant in the Plan with respect to amounts already deferred. Any deferrals for the current Plan Year shall terminate as of the date of transfer.

        2.4     Amendment of Eligibility Criteria.     

        The Committee may, in its discretion, change the criteria for eligibility for any reason, including to comply with all applicable laws relating to salary grade (or other similar measurement criteria) and compensation levels; provided, however, that no change in the criteria for eligibility of any officer of the Company shall be effected unless such changes are (i) within parameters established by the Compensation Committee or (ii) approved by the Compensation Committee.

ARTICLE III

DEFERRAL ELECTIONS

        3.1     Elections to Defer Compensation.     

        (a)     Initial Election Period.     Subject to the provisions of Article II, each Eligible Employee may elect to defer Compensation, earned after the election period, by filing with the Committee an election that conforms to the requirements of this Section 3.1, on a form provided by the Committee, no later than the last day of his or her Initial Election Period.

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        (b)     Deferral of Base Salary and Bonus.     The amount of Base Salary and Bonus which an Eligible Employee may elect to defer is such Base Salary and Bonus earned on or after the time at which the Eligible Employee elects to defer in accordance with Section 3.1(a). The Eligible Employee may elect to defer up to 80% of the Eligible Employee's Base Salary and up to 100% of the Eligible Employee's Bonus, provided that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax withholding for compensation that cannot be deferred and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee. The minimum contribution from Base Salary which must be made in any Plan Year by an Eligible Employee shall not be less than $5,000. The minimum contribution from the Bonus which must be made in any Plan Year by an Eligible Employee shall not be less than 10% of such Bonus.

        (c)     Deferral of Stock Option Gain.     A Designated Employee may elect to defer all or any portion of Stock Option Gains attributable to nonqualified stock options and receive a credit of Stock Units. Any Deferral election must occur in a time period designated by the Committee from time to time and in accordance with Sections 3.1(e) and 3.1(f), below. The Designated Employee must attest to ownership Stock equal in value to the total amount of the option exercise price and the Stock used for this purpose must have been held by the Designated Employee for at least the period of time required by the applicable stock option plan. All such deferrals shall be invested and held only in Stock Units as provided in Section 3.2(b).

        (d)     Deferral of Restricted Stock.     A Designated Employee may elect to defer all or any portion of Restricted Stock awarded pursuant to a Restricted Stock Award and receive a credit of Stock Units. Any such deferral election must be made in a time period designated by the Committee from time to time and in accordance with Sections 3.1(e) and (f). All such deferrals shall be invested and held in Stock Units as provided in Section 3.2(b).

        (e)     Duration of Deferral Election.     An Eligible Employee's election to defer Compensation for any Plan Year is to be effective with respect to: (i) Base Salary and Bonus earned after such deferral election is processed, (ii) Stock Option Gains realized after such election is processed and (iii) Restricted Stock vesting at least one year after such election is processed. Elections to defer Base Salary and Bonus are irrevocable for the Plan Year and cease to be effective at the end of the Plan Year. A Participant may initiate, increase or decrease a deferral election with respect to Base Salary and Bonus for any subsequent Plan Year by filing a new election by a date determined by the Committee prior to the beginning of the next Plan Year, which election shall be effective on the first day of the next following Plan Year. Elections to defer Stock Option Gains and Restricted Stock are irrevocable.

        (f)     Elections other than Elections during the Initial Election Period.     Subject to the limitations of Sections 3.1(b), 3.1(c) and 3.1(d) above, an Eligible Employee may elect to defer Compensation and a Designated Employee may elect to defer Compensation, Stock Option Gains and Restricted Stock by filing an election on a form provided by the Committee, or, if allowed by the Committee, via voice response, internet or other approved technology. Such election must be filed, if permitted, or, made electronically by a date determined by the Committee and will be effective with the first pay period of the following Plan Year. An election to defer Compensation, Stock Option Gains and Restricted Stock must be filed, if permitted, or, made electronically in a timely manner in accordance with Section 3.1(e).

        3.2     Deemed Investment Elections.     

        (a)     Deferrals of Base Salary and Bonus.     

          (i)  At the time of making the deferral elections described in Section 3.1(b), the Participant shall designate, on a form provided by the Committee, or, if allowed by the Committee, via voice response, internet or other approved technology, the types of investment funds in which the Participant's Compensation Deferral Subaccount will be deemed to be invested for purposes of determining the amount of earnings or losses to be credited to that subaccount. In making the designation pursuant to this Section 3.2, the Participant may specify that all or any multiple of his or her Compensation Deferral Subaccount be deemed to be invested, in whole percentage increments, in one or more of the types of investment funds provided under the Plan as communicated from time to time by the Committee. Effective as of the first Business Day of the following calendar month, a Participant may change the designation made under this Section 3.2 by filing an election, on a form provided by the Committee, or, if allowed by the Committee, via voice response, internet or other approved technology, by the 25 ^th day of such month. If a Participant fails to elect a type of Fund under this Section 3.2, he or she shall be deemed to have elected the most risk-free type of investment fund.

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         (ii)  Although the Participant may designate the specific fund within each type of investment, the Committee shall not be bound by such designation. The Committee, or its designee, sha