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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o  Preliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2))
þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to §240.14a-12
TheCoca-Cola Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ  Filed by the Registrantý


Filed by a Party other than the Registranto


Check the appropriate box:


o

Preliminary Proxy Statement


o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý

Definitive Proxy Statement


o

Definitive Additional Materials


o

Soliciting Material Pursuant to §240.14a-12

The Coca-Cola Company
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o

Fee computed on table below per Exchange ActRules 14a-6(i)(1) and 0-11.
 (1)  Title of each class of securities to which transaction applies:
 (2)  Aggregate number of securities to which transaction applies:
 (3)  (3)Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 (4)  Proposed maximum aggregate value of transaction:
 (5)  Total fee paid:
o  Fee paid previously with preliminary materials.

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)

Amount Previously Paid:
 (1)  (2)Amount Previously Paid:
(2)  Form, Schedule or Registration Statement No.:
 (3)  Filing Party:
 (4)  Date Filed:

GRAPHIC

(COCA-COLA LOGO)
ATLANTA, GEORGIA

E. NEVILLE ISDELL

MUHTAR KENT
CHAIRMAN OF THE BOARD


 AND

   CHIEF EXECUTIVE OFFICER
March 5, 2009

2010

Dear Shareowner:

I would like to extend a personal invitation for you to join us at our Annual Meeting of Shareowners on Wednesday, April 22, 2009,21, 2010, at 9:00 a.m. at the Gwinnett Center, Grand Ballroom, 6400 Sugarloaf Parkway, Duluth, Georgia 30097. Duluth is located in the Atlanta metropolitan area.

At this year'syear’s meeting, you will be asked to vote on the election of 14 Directors, ratification of Ernst & Young LLP'sLLP’s appointment as independent auditors, and four proposals of shareowners.

Attached you will find a notice of meeting and proxy statement that contain further information about these items and the meeting itself, including:

•
how to obtain an admission card, if you plan to attend; and

•
different methods you can use to vote your proxy, including the telephone and Internet.

If you are unable to attend the meeting in person, you may view the meeting on the web. Instructions on how to view the live webcast are set forth in the accompanying proxy statement. You cannot record your vote on this website.

Your vote is important to us and to our business. I encourage you to sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend.

I hope to see you at the meeting.
-s- Muhtar Kent
Muhtar Kent

GRAPHIC



E. Neville Isdell

(COCA-COLA LOGO)
GRAPHIC

NOTICE OF ANNUAL MEETING OF SHAREOWNERS

TO THE OWNERS OF COMMON STOCK
OF THECOCA-COLA COMPANY

The Annual Meeting of Shareowners of TheCoca-Cola Company (the "Company"“Company”) will be held at the Gwinnett Center, Grand Ballroom, 6400 Sugarloaf Parkway, Duluth, Georgia 30097, on Wednesday, April 22, 2009,21, 2010, at 9:00 a.m., local time. The purposes of the meeting are:

    1.
    to elect 14 Directors identified in the accompanying proxy statement to serve until the 2010 Annual Meeting of Shareowners;

    2.
    to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2009 fiscal year;

    3.
    to vote on four proposals submitted by shareowners if properly presented at the meeting; and

    4.
    to transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

1.  to elect 14 Directors identified in the accompanying proxy statement to serve until the 2011 Annual Meeting of Shareowners;
2.  to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2010 fiscal year;
3.  to vote on four proposals submitted by shareowners if properly presented at the meeting; and
4.  to transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.
The Board of Directors set February 23, 200922, 2010 as the record date for the meeting. This means that owners of record of shares of Common Stock of the Company at the close of business on that date are entitled to:

    •
    receive this notice of the meeting; and

    •
    vote at the meeting and any adjournments or postponements of the meeting.

• receive this notice of the meeting; and
• vote at the meeting and any adjournments or postponements of the meeting.
We will make available a list of shareowners of record as of the close of business on February 23, 200922, 2010 for inspection by shareowners for any purpose germane to the meeting during normal business hours from April 129 through April 21, 200920, 2010 at the Company'sCompany’s principal place of business, OneCoca-Cola Plaza, Atlanta, Georgia 30313. This list also will be available to shareowners for any such purpose at the meeting.

By Order of the Board of Directors

CAROL CROFOOT HAYES
Associate General Counsel
and Secretary

By Order of the Board of Directors
Carol Crofoot Hayes
Associate General Counsel
and Secretary
Atlanta, Georgia
March 5, 2009

2010

We urge each shareowner to promptly sign and return the enclosed proxy card or to use telephone or Internet voting. See our questions and answers about the meeting and voting section for information about voting by telephone or Internet, how to revoke a proxy, and how to vote shares in person.


TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

  2 

ELECTION OF DIRECTORS

  
78		 

DIRECTOR COMPENSATION

  
2835		 
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

COMPENSATION DISCUSSION AND ANALYSIS

  
3340		 
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

44
COMPENSATION DISCUSSION AND ANALYSIS
45
REPORT OF THE COMPENSATION COMMITTEE

  
5064		 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  
5064		 

EXECUTIVE COMPENSATION

  
5165		 

EQUITY COMPENSATION PLAN INFORMATION

  
8293		 

COCA-COLA ENTERPRISES INC. 

  
8494		 

REPORT OF THE AUDIT COMMITTEE

  
8596		 

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

  
8798		 

PROPOSALS OF SHAREOWNERS

  
89100		 

QUESTIONS AND ANSWERS ABOUT COMMUNICATIONS, SHAREOWNER PROPOSALS AND COMPANY DOCUMENTS

  
98110		 

OTHER INFORMATION

  
99112		 

THECOCA-COLA COMPANY
OneCoca-Cola Plaza
Atlanta, Georgia 30313

March 5, 2009

2010


PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREOWNERS
TO BE HELD APRIL 22, 2009
21, 2010

Our Board of Directors (the "Board"“Board”) is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the 20092010 Annual Meeting of Shareowners of TheCoca-Cola Company (the "Company"“Company”). The meeting will be held at the Gwinnett Center, Grand Ballroom, Duluth, Georgia on April 22, 2009,21, 2010, at 9:00 a.m., local time. The proxies also may be voted at any adjournments or postponements of the meeting.

The mailing address of our principal executive offices is TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. We are first furnishing the proxy materials to shareowners on March 5, 2009.

2010.

All properly executed written proxies, and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Common Stock of the Company (the "Common Stock"“Common Stock”) at the close of business on February 23, 2009,22, 2010, the record date, are entitled to notice of and to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of Common Stock held. On February 23, 2009,22, 2010, the record date, there were 2,314,658,1622,305,123,938 shares of Common Stock issued and outstanding.


QUESTIONS AND ANSWERS ABOUT
THE MEETING AND VOTING

1.    What is a proxy?

1.  What is a proxy?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for the 20092010 Annual Meeting of Shareowners. These three officers are Alexander B. Cummings, Jr., Gary P. Fayard and Geoffrey J. Kelly and Cynthia P. McCague.

2.    What is a proxy statement?

Kelly.

2.  What is a proxy statement?
It is a document that Securities and Exchange Commission ("SEC"(“SEC”) regulations require us to give you when we ask you to sign a proxy card designating Alexander B. Cummings, Jr., Gary P. Fayard and Geoffrey J. Kelly and Cynthia P. McCague as proxies to vote on your behalf.

3.
What is the difference between holding shares as a shareowner of record and as a beneficial shareowner?

3.  What is the difference between holding shares as a shareowner of record and as a beneficial shareowner?
If your shares are registered directly in your name with the Company'sCompany’s registrar and transfer agent, Computershare Trust Company, N.A., you are considered a shareowner of record with respect to those shares.

If your shares are held in a brokerage account or bank, you are considered the "beneficial owner"“beneficial owner” of those shares.

4.    How do I attend the meeting? What do I need to bring?

4.  How do I attend the meeting? What do I need to bring?
You need to bring documentation showing that you owned Common Stock on the record date of February 23, 2009.22, 2010. If you are a shareowner of record and received your proxy materials by mail, your admission ticket is attached to your proxy card. If you received your proxy materials bye-mail and voted your shares electronically via the Internet, you can print an admission ticket after you have voted by clicking on the link provided.

If you are a beneficial owner, bring the notice or voting instruction form you received from your most recentbank, brokerage firm or other nominee for admission to the meeting. You also may bring your brokerage statement reflecting your ownership of Common Stock as of February 22, 2010 with you to the meeting. We can usePlease note that to verify your ownership of Common Stock and admit youupon admittance to the meeting;meeting,however, you will not be able to vote your shares at the meeting without a legal proxy, as described in the response to question 5.

You also will need to bring a photo ID to gain admission.

Please note that cameras, sound or video recording equipment, cellular telephones, blackberries or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.

5.    How can I vote at the meeting if I am a beneficial owner?

5.  How can I vote at the meeting if I am a beneficial owner?
You will need to ask your broker, bank or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot


2

that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy.


Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

If you do not receive the legal proxy in time, you can follow the procedures described in the response to question 4 to gain admission to the meeting. However, you will not be able to vote your shares at the meeting.

6.    What shares are included on the proxy card?

6.  What shares are included on the proxy card?
If you are a shareowner of record you will receive only one proxy card for all the shares of Common Stock you hold:

    •
    in certificate form;

    •
    in book-entry form; and

    •
    in any Company benefit plan.

• in certificate form;
• in book-entry form; and
• in any Company benefit plan.
If you hold shares of Common Stock in any Company benefit plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the benefit plans will not vote your benefit plan shares.To allow sufficient time for voting by the administrators, your voting instructions must be received by April 17, 2009.

7.    How can I view the live webcast of the meeting?

16, 2010.

7.  How can I view the live webcast of the meeting?
You can view the live webcast of the meeting by logging on tovisiting our website atwww.thecoca-colacompany.com,www.thecoca-colacompany.com and clickingclick on "Investors"“Investors”, then clickingclick on "Investors Webcasts"“Investor Webcasts”, then clickingclick on the link to the webcast. An archived copy of the webcast will be available until May 22, 2009.

21, 2010.

We have included the website address for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

8.    What different methods can I use to vote?

8.  What different methods can I use to vote?
By Written Proxy.  All shareowners of record can vote by written proxy card. If you are a beneficial owner, you will receive a written proxy card or a vote instruction form from your bank or broker.

By Telephone or Internet.  All shareowners of record also can vote by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate shareowners'shareowners’ identities, to allow shareowners to vote their shares, and to confirm that their instructions have been recorded properly.

In Person.  All shareowners of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 5.


3

9.    What is the record date and what does it mean?

9.  What is the record date and what does it mean?
The record date for the 20092010 Annual Meeting of Shareowners is February 23, 2009.22, 2010. The record date is established by the Board as required by the Delaware General Corporation Law ("(“Delaware



Law" Law”) and the Company'sCompany’s By-Laws. Owners of record of Common Stock at the close of business on the record date are entitled to:

    •
    receive notice of the meeting; and

    •
    vote at the meeting and any adjournments or postponements of the meeting.

10.  What can I do if I change my mind after I vote my shares?

• receive notice of the meeting; and
• vote at the meeting and any adjournments or postponements of the meeting.
10. What can I do if I change my mind after I vote my shares?
Shareowners can revoke a proxy prior to the completion of voting at the meeting by:

    •
    giving written notice to the Office of the Secretary of the Company;

    •
    delivering a later-dated proxy; or

    •
    voting in person at the meeting(unless you are a beneficial owner without a legal proxy, as described in the response to question 5).

11.  Are votes confidential? Who counts the votes?

• giving written notice to the Office of the Secretary of the Company;
• delivering a later-dated proxy; or
• voting in person at the meeting(unless you are a beneficial owner without a legal proxy, as described in the response to question 5).
11. Are votes confidential? Who counts the votes?
We will continue our long-standing practice of holding the votes of all shareowners in confidence from Directors, officers and employees except:

    •
    as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;

    •
    in the case of a contested proxy solicitation;

    •
    if a shareowner makes a written comment on the proxy card or otherwise communicates his or her vote to management; or

    •
    to allow the independent inspectors of election to certify the results of the vote.

• as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;
• in the case of a contested proxy solicitation;
• if a shareowner makes a written comment on the proxy card or otherwise communicates his or her vote to management; or
• to allow the independent inspectors of election to certify the results of the vote.
We also will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.

12.
What are my voting choices when voting for Director nominees identified in this proxy statement, and what vote is needed to elect Directors?

12. What are my voting choices when voting for Director nominees identified in this proxy statement, and what vote is needed to elect Directors?
In the vote on the election of 14 Director nominees identified in this proxy statement to serve until the 20102011 Annual Meeting of Shareowners, shareowners may:
• vote in favor of all nominees;
• vote in favor of specific nominees;
• vote against all nominees;
• vote against specific nominees;
• abstain from voting with respect to all nominees; or
• abstain from voting with respect to specific nominees.


4

    •
    vote in favor of all nominees;

    •
    vote in favor of specific nominees;

    •
    vote against all nominees;

    •
    vote against specific nominees;

    •
    abstain from voting with respect to all nominees; or

    •
    abstain from voting with respect to specific nominees.

Directors will be elected by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote FOR each of the nominees.


13.
What are my voting choices when voting on the ratification of the appointment of Ernst &
       Young LLP as independent auditors, and what vote is needed to ratify their appointment?

In the vote on the approval of the appointment of Ernst & Young LLP as independent auditors, shareowners may:

    •
    vote in favor of the ratification;

    •
    vote against the ratification; or

    •
    abstain from voting on the ratification.

• vote in favor of the ratification;
• vote against the ratification; or
• abstain from voting on the ratification.
The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote FOR the ratification.

14.
What are my voting choices when voting on each shareowner proposal properly presented at the meeting, and what vote is needed to approve any of the shareowner proposals?

14. What are my voting choices when voting on each shareowner proposal properly presented at the meeting, and what vote is needed to approve any of the shareowner proposals?
A separate vote will be held on each of the four shareowner proposals that is properly presented at the meeting. In voting on each of the proposals, shareowners may:

    •
    vote in favor of the proposal;

    •
    vote against the proposal; or

    •
    abstain from voting on the proposal.

• vote in favor of the proposal;
• vote against the proposal; or
• abstain from voting on the proposal.
In order to be approved, each shareowner proposal will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote AGAINST each of the four shareowner proposals.

15.  What if I do not specify a choice for a matter when returning a proxy?

15. What if I am a shareowner of record and do not specify a choice for a matter when returning a proxy?
Shareowners should specify their choice for each matter on the enclosed proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

    •
    FOR the election of all Director nominees as set forth in this proxy statement;

    •
• FOR the election of all Director nominees as set forth in this proxy statement;
• FOR the proposal to ratify the appointment of Ernst & Young LLP as independent auditors; and
• AGAINST each of the shareowner proposals that is properly presented at the meeting.
16. What if I am a beneficial owner and do not give voting instructions to my broker?
As a beneficial owner, in order to ensure your shares are voted in the way you would like, youmustprovide voting instructions to your bank, broker or other nominee by the deadline provided in


5

the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.
Non-Discretionary Items.  The election of Directors and approval of shareowner proposals are non-discretionary items andmay notbe voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.
Discretionary Items.  The ratification of the appointment of Ernst & Young LLP asthe independent auditors;registered public accounting firm is a discretionary item. Generally, brokers, banks and

•
AGAINST each of the shareowner proposals other nominees that is properly presented at the meeting.

16.  How are abstentions and broker non-votes counted?

do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

17. How are abstentions and broker non-votes counted?
Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote.

vote on any matter.

17.
Does the Company have a policy about Directors' attendance at the Annual Meeting of Shareowners?

18. Does the Company have a policy about Directors’ attendance at the Annual Meeting of Shareowners?

The Company does not have a policy about Directors'Directors’ attendance at the Annual Meeting of Shareowners. All persons who were serving as Directors at the time attended the 20082009 Annual Meeting of Shareowners.

18.
Can I access the Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K on the Internet?

19. Can I access the Notice of Annual Meeting, Proxy Statement, and Annual Report onForm 10-K on the Internet?
The Notice of Annual Meeting, Proxy Statement, and Annual Report onForm 10-K for the fiscal year ended December 31, 2008,2009 are available atwww.edocumentview.com/coca-cola. Instead of receiving future copies of our Notice of Annual Meeting, Proxy Statement, and Annual Report onForm 10-K by mail, shareowners of record and most beneficial owners can elect to receive ane-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Shareowners of Record.  If you vote on the Internet atwww.envisionreports.com/coca-cola, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly towww.eTree.com/coca-colaand following the enrollment instructions. As a thank you to each shareowner enrolling in electronic delivery, the Company will have a tree planted on the shareowner'sshareowner’s behalf at no cost to the shareowner.

Beneficial owners.  If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

19.  How are proxies solicited and what is the cost?

20. How are proxies solicited and what is the cost?
We bear all expenses incurred in connection with the solicitation of proxies. We have engaged D.F. King & Co. to assist with the solicitation of proxies for an estimated fee of $26,500 plus


6

expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.

Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.


Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareowners to be held on April 22, 2009



        The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2008 are available atwww.edocumentview.com/coca-cola.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareowners to be held on April 21, 2010
The Notice of Annual Meeting, Proxy Statement, and Annual Report onForm 10-K for the fiscal year ended December 31, 2009 are available atwww.edocumentview.com/coca-cola.


7


ELECTION OF DIRECTORS

(Item 1)

Board of Directors

Election Process
The Company'sCompany’s By-Laws provide for the annual election of Directors. The Company'sCompany’s By-Laws also provide that the number of Directors shall be determined by the Board, which has set the number at 14 effective at the 2009 Annual Meeting of Shareowners.14. The Company'sCompany’s By-Laws further provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, each Director must receive the majority of the votes cast with respect to that Director. If a Director is not elected, he or she has agreed that an irrevocable letter of resignation will be submitted to the Board. The Committee on Directors and Corporate Governance will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Committee on Directors and Corporate Governance and publicly disclose its decision and its rationale within 100 days of the certification of the election results. The Director who tenders his or her resignation will not participate in the decisions of the Committee on Directors and Corporate Governance or the Board of Directors that concern such resignation.
Director Nominations
The Committee on Directors and Corporate Governance is responsible for identifying and evaluating nominees for Director and for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. Nominees may be suggested by Directors, members of management, shareowners or, in some cases, by a third-party firm. In identifying and considering candidates for nomination to the Board, the Committee on Directors and Corporate Governance considers, in addition to the requirements set out in the Company’s Corporate Governance Guidelines and its charter, quality of experience, the needs of the Company and the range of talent and experience already represented on the Board.
The Committee on Directors and Corporate Governance will consider recommendations for directorships submitted by shareowners. Shareowners who wish the Committee on Directors and Corporate Governance to consider their recommendations for nominees for the position of Director should submit their recommendations in writing to the Committee on Directors and Corporate Governance in care of the Office of the Secretary, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. Recommendations by shareowners that are made in accordance with these procedures will receive the same consideration by the Committee on Directors and Corporate Governance as other suggested nominees.
For detailed information concerning Directors’ qualifications, see the discussion beginning on page 14.


8

       The terms

2010 Nominees for Director
Upon the recommendation of the Committee on Directors and Corporate Governance, the Board has nominated each of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, E. Neville Isdell, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg, and James B. Williams will expirefor election as Director. All of the nominees are independent under New York Stock Exchange corporate governance rules, except Herbert A. Allen, Muhtar Kent and Donald R. Keough.
Each of our Director nominees currently serves on the Board and was elected by the shareowners at the 2009 Annual Meeting of Shareowners. The Board has nominated each of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Muhtar Kent, Donald R. Keough, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg, and James B. Williams to stand for reelection. E. Neville Isdell is not standing for reelection.

       Since the 2008 Annual Meeting of Shareowners, the Board of Directors, upon recommendation of the Committee on Directors and Corporate Governance, elected Maria Elena Lagomasino as a Director. The Committee on Directors and Corporate Governance recommended Ms. Lagomasino based on the Committee's knowledge of her experience due to her prior service as Director of the Company. The Board has nominated Ms. Lagomasino for election as a Director at the 2009 Annual Meeting of Shareowners.

If elected, all of these Directors will hold office until the 20102011 Annual Meeting of Shareowners and until his or her successor is elected and qualified.

We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.


Director not standing for reelection

E. Neville Isdell

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       E. Neville Isdell joined the Coca-Cola system in 1966. From that time until his initial retirement from the Company in 1998, he held a variety of positions including Senior Vice President of the Company and President of the Greater Europe Group. In June 2004, he answered the call to come out of retirement to lead the Company as its Chairman of the Board and Chief Executive Officer. Under Mr. Isdell's leadership, the Company delivered solid business results. Mr. Isdell also led the Company's corporate social responsibility efforts and improved the Company's leadership structure.

       Mr. Isdell's service as Chief Executive Officer of the Company ended on June 30, 2008 and his current term as Chairman of the Board of Directors of the Company expires at the Annual Meeting of Shareowners. He has chosen to retire from the Company and is not seeking reelection. The Directors, management and employees of the Company would like to express their gratitude to Mr. Isdell for his 30 plus years of stellar service and dedication to the Company.

The Board of Directors recommends a vote FOR the election of Herbert A. Allen, Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg and James B. Williams.each of the following nominees.

 

GRAPHIC(PHOTO OF HERBERT A. ALLEN)
 
HERBERT A. ALLENDirector since 1982
Age 6970

Mr. Allen is President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm, and has held these positions for more than the past five years. He isOver the past five years he served as a Director of Convera Corporation.Corporation and has not held any other public company directorships during that period.
   

 

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(PHOTO OF RONALD W. ALLEN)
RONALD W. ALLENDirector since 1991
Age 67

68
Mr. Allen is an Advisory Director of Delta Air Lines, Inc., a major U.S. air transportation company. From July 1997 through July 2005, Mr. Allen was a consultant to and Advisory Director of Delta. He retired as Delta'sDelta’s Chairman of the Board, President and Chief Executive Officer in July 1997. He is a Director of Aaron Rents,Aaron’s, Inc., Aircastle Limited, Interstate Hotels & Resorts, Inc. and Guided Therapeutics, Inc. and has not held any other public company directorships during the past five years.
   



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(PHOTO OF CATHLEEN P. BLACK)
CATHLEEN P. BLACKDirector since 1993
Age 64

65
Ms. Black is President, Hearst Magazines, a unit of Hearst Corporation, a major media and communications company, and has held this position since November 1995. Ms. Black has been a Director of Hearst Corporation since January 1996. She served as a Director of the Company from April 1990 to May 1991, and was again elected as a Director in October 1993. Ms. Black is a Director of International Business Machines Corporation. She also served as a director of iVillage, Inc. during the past five years.
   

 

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(PHOTO OF BARRY DILLER)
BARRY DILLERDirector since 2002
Age 67

68
Mr. Diller is Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp, an interactive commerce company. He is also Chairman of the Board and Senior Executive of Expedia, Inc., an online travel company. He has held his position with IAC and its predecessors since August 1995. Mr. Diller has served as the non-executive Chairman of the Board of Live Nation Entertainment, Inc. since January 2010. Mr. Diller served as the non-executive Chairman of the Board of Ticketmaster Entertainment, Inc. from August 2008 through January 25, 2010, the date on which Ticketmaster Entertainment, Inc. merged with Live Nation, Inc. to form Live Nation Entertainment, Inc. He also is a Director of The Washington Post Company and, non-executive Chairman ofother than described above, has not held any other public company directorships during the Board of Ticketmaster Entertainment, Inc.past five years.
   

 

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(PHOTO OF ALEXIS M. HERMAN)
ALEXIS M. HERMANDirector since 2007
Age 61

62
Ms. Herman serves as Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company, and has held these positions since 2001. She also serves as Chair of Toyota Motor Corporation's North American Diversity Advisory Board. She also serves as Chair of the Business Advisory Board of Sodexho, Inc., an integrated food and facilities management services company.company and as Chair of Toyota Motor Corporation’s North American Diversity Advisory Board. As chair of the Company'sCompany’s Human Resources Task Force from 2001 to 2006, Ms. Herman worked with the Company to identify ways to improve its human resources policies and practices following the November 2000 settlement of an employment lawsuit. From 1997 to 2001, she served as U.S. Secretary of Labor. She is also a Director of Cummins Inc., Entergy Corporation and MGM Mirage.
Mirage and has not held any other public company directorships during the past five years.


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GRAPHIC(PHOTO OF MUHTAR KENT)
 
MUHTAR KENTDirector since 2008
Age 56

Muhtar57
Mr. Kent is PresidentChairman of the Board and Chief Executive Officer of the Company andCompany. He has held these positionsthe position of Chairman of the Board since April 23, 2009 and the position of Chief Executive Officer since July 1, 2008. From December 2006 through June 2008, Mr. Kent served as President and Chief Operating Officer of the Company. From January 2006 through December 2006, Mr. Kent served as President ofCoca-Cola International and from May 2005 through January 2006, he was President and Chief Operating Officer of the Company'sCompany’s North Asia, Eurasia and Middle East Group. Mr. Kent originally joined the Company in 1978 and held a variety of marketing and operations roles until 1995, when he became Managing Director ofCoca-Cola Amatil Limited-Europe. From 1999 until his return to the Company in May 2005, he served as President and Chief Executive Officer of the Efes Beverage Group, the majority shareholder of Turkish bottlerCoca-Cola Içecek A.S. Other than the Company, he has not held any other public company directorships during the past five years.
   

 

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(PHOTO OF DONALD R. KEOUGH)
DONALD R. KEOUGHDirector since 2004
Age 82

83
Mr. Keough is non-executive Chairman of the Board of Allen & Company Incorporated, a privately held investment firm, and non-executive Chairman of the Board of Allen & Company LLC, an investment banking firm, and has held these positions for more than the past five years. He also is Chairman of DMK International, a family investment company. Mr. Keough retired as President, Chief Operating Officer and a Director of the Company in April 1993, positions he had held since March 1981. He was again elected as a Director in February 2004. He is a Director of Berkshire Hathaway Inc. and IAC/InterActiveCorp. He was also a director of Convera Corporation during the past five years.
   

 

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(PHOTO OF MARIA ELENA LAGOMASINO)
MARIA ELENA LAGOMASINODirector since 2008
Age 59

Maria Elena60
Ms. Lagomasino is Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc., and has held this position since November 2005. From September 2001 to March 2005, Ms. Lagomasino was Chairman and Chief Executive Officer of JPMorgan Private Bank, a division of JPMorgan Chase & Co. Prior to assuming this position, she was managing director of The Chase Manhattan Bank in charge of its Global Private Banking Group. She served as a Director of the Company from April 2003 to April 2006. Ms. Lagomasino is a Director of Avon Products, Inc. and has not held any other public company directorships during the past five years.
   


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GRAPHIC(PHOTO OF DONALD F. MCHENRY)
 
DONALD F. McHENRYDirector since 1981
Age 72

73
Mr. McHenry is Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University. He has held this position for more than the past five years. From 1981 to May 2007, he was a principal owner and President of the IRC Group, LLC, a Washington, D.C. consulting firm. He also served as a director of AT&T Corporation and International Paper Company during the past five years.
   

 

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(PHOTO OF SAM NUNN)
SAM NUNNDirector since 1997
Age 70

71
Mr. Nunn is Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a position he has held since 2001. The Nuclear Threat Initiative is a charitable organization working to reduce the global threats from nuclear, biological and chemical weapons. He served as a member of the United States Senate from 1972 through 1996. He is a Director of Chevron Corporation, Dell Inc. and General Electric Company. He also served as a director of Internet Security Systems, Inc. and Scientific-Atlanta, Inc. during the past five years.
   

 

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(PHOTO OF JAMES D. ROBINSON III)
JAMES D. ROBINSON IIIDirector since 1975
Age 73

74
Mr. Robinson is General Partner of RRE Ventures, a private information technology-focused venture capital firm, and has held this position since 1994. He is also President of JD Robinson, Inc., a strategic advisory firm. From June 2005 until February 2008, he was non-executive Chairman of the Board of Bristol-Myers Squibb Company. He previously served as Chairman and Chief Executive Officer of American Express Company from 1977 to 1993. Mr. Robinson isalso served as a Directordirector of First Data Corporation and Novell, Inc. during the past five years.
   

 

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(PHOTO OF PETER V. UEBERROTH)
PETER V. UEBERROTHDirector since 1986
Age 71

72
Mr. Ueberroth is an investor and Chairman of the Contrarian Group, Inc., a business management company, and has held this position since 1989. He is the non-executive Co-Chairman of Pebble Beach Company. Mr. Ueberroth is also a Director of Aircastle Limited. He also served as a director of Adecco SA, Ambassadors International, Inc. and Hilton Hotels Corporation during the past five years.
   



 

GRAPHIC(PHOTO OF JACOB WALLENBERG)
 
JACOB WALLENBERGDirector since 2008
Age 53

54
Mr. Wallenberg is Chairman of the Board of Investor AB, a Swedish industrial holding company, and has held this position since April 2005. Mr. Wallenberg is also Vice Chairman of Skandinaviska Enskilda Banken AB, a North European financial group, having served as its Chief Executive Officer from 1997 to 1998 and as its Chairman of the Board from April 1998 to April 2005. Mr. Wallenberg also serves as Vice Chairman of Atlas Copco AB and SAS AB, both Swedish companies. Since January 2008, Mr. Wallenberg is a Senior Advisor to Foundation Asset Management Sweden AB. From January 2006 until December 2007, he was a Senior Advisor to Thisbe AB. He was acting Chairman of W Capital Management AB from January 2002 to December 2005. He is a Director of ABB Ltd.Ltd and has not held any other public company directorships during the past five years.
   

 

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(PHOTO OF JAMES B. WILLIAMS)
JAMES B. WILLIAMSDirector since 1979
Age 75

76
Mr. Williams retired in March 1998 as Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company, which positions he had held for more than five years. He is a Director of Marine Products Corporation, Rollins, Inc. and RPC, Inc. He also served as a director of Genuine Parts Company and Georgia Pacific Corporation during the past five years.
   


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Director Qualifications

Ownership

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareowners. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Company’s Board of Equity SecuritiesDirectors that are applicable to all Directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each Director. The Board and the Committee on Directors and Corporate Governance consider the qualifications of Directors and Director candidates individually and in the broader context of the CompanyBoard’s overall composition and the Company’s current and future needs.
Qualifications for All Directors

In its assessment of each potential candidate, including those recommended by shareowners, the Committee on Directors and Corporate Governance considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the Committee on Directors and Corporate Governance determines are pertinent in light of the current needs of the Board. The following tableCommittee on Directors and Corporate Governance also takes into account the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.
The Board and the Committee on Directors and Corporate Governance require that each Director be a recognized person of high integrity with a proven record of success in his or her field. Each Director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all Directors, the Board conducts interviews of potential Director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.
The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.
Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole
The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and the business priorities as set forth in the Company’s 2020 Vision and Roadmap for Winning Together (the “2020 Vision”). The 2020 Vision – produced based on collective input from bottlers, associates and other key stakeholders – is an action plan that sets forth information regarding beneficial ownershipa common set of Common Stockstrategies guiding theCoca-Cola system that we believe are essential in order for us to succeed in this changing environment over the next decade.
The Company’s products are sold in over 200 countries around the world and significant areas of future growth are located outside of the United States. The Company’s business is truly global and multicultural. Therefore, the Board believes that international experience or specific knowledge of a key geographic growth area and diversity of race, gender, age, cultural background and professional experiences should be represented on the Board. The Company’s business is multifaceted and


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involves complex financial transactions in many countries and in many currencies. Therefore, the Board believes that the Board should include some Directors with a high level of financial literacy and some Directors who possess relevant business experience as a Chief Executive Officer or a President. Marketing is the core focus of our business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the Board believes that marketing and technology experience should be represented on the Board. Our business is a complicated global enterprise and most of the Company’s products are manufactured and sold by eachbottling partners around the world. Therefore, the Board believes that extensive knowledge of the Company’s business, theCoca-Cola system, the industry and manufacturing should be represented on the Board. The Company’s business also requires compliance with a variety of regulatory requirements across a number of countries and relationships with various governmental entities. Therefore, the Board believes that governmental, political or diplomatic expertise should be represented on the Board.
Summary of Qualifications of 2010 Nominees for Director each individual named
Set forth below are a chart and a narrative disclosure that summarize the specific qualifications, attributes, skills and experiences described above. An “X” in the Summary Compensation Table on page 51 (the "Named Executive Officers"), and our Directors and Executive Officers aschart below indicates that the item is a group, all as of February 23, 2009.

Name Aggregate Number
of Shares
Beneficially Owned		 Percent of
Outstanding
Shares19		 
Herbert A. Allen  8,853,3201 * 
Ronald W. Allen  12,0002 * 
Cathleen P. Black  10,2003 * 
Barry Diller  1,0004 * 
Alexis M. Herman  1,0005 * 
Donald R. Keough  5,040,9386 * 
Maria Elena Lagomasino  2,000  * 
Donald F. McHenry  33,2017 * 
Sam Nunn  1,0008 * 
James D. Robinson III  63,8279 * 
Peter V. Ueberroth  61,00010 * 
Jacob Wallenberg  1,000  * 
James B. Williams  100,678,97011 4.35% 
E. Neville Isdell  3,204,31812 * 
Muhtar Kent  611,44813 * 
Alexander B. Cummings, Jr.  836,21514 * 
Gary P. Fayard  1,434,52815 * 
Irial Finan  661,88716 * 
José Octavio Reyes  909,93017 * 
All Directors and Executive Officers as a Group (27 Persons)  125,022,92718 5.38% 

       * Less than 1% of issued and outstanding shares of Common Stock.

1 Includes 2,847,920 shares held by Allen & Company Incorporated ("ACI") and 5,400 shares held in three trusts in which Mr. Allen, in each case, is one of five trustees. Does not include 14,943 share units deferred under The Coca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors (the "Directors' Plan"), which are settled in cash the later of (i) January 15 of the year following the year in whichspecific reason that the Director leaveshas been nominated to serve on the BoardCompany’s Board.The lack of an “X” for a particular qualification does not mean that the Director does not possess that qualification or (ii) six months following the dateskill.Rather, an “X” indicates a specific area of focus or expertise of a Director on which the Board currently relies.

Herbert
Ronald
Cathleen
Barry
Alexis
Muhtar
Donald
Maria Elena
Donald
Sam
James
Peter
Jacob
James
A. AllenW. AllenP. BlackDillerM. HermanKentR. KeoughLagomasinoF. McHenryNunnD. Robinson IIIV. UeberrothWallenbergB. Williams
High level of financial literacyXXXXXXXX
Diversity of race, ethnicity, gender, age, cultural background or professional experienceXXXXXX
Extensive knowledge of the Company’s business, industry or manufacturingXXXXXXXXX
Marketing/Marketing-related technology experienceXXXXXXXX
Broad international exposure or specific in-depth knowledge of a key geographic growth areaXXXXXXXX
Relevant Chief Executive Officer/President experienceXXXXXXXX
Governmental, political or diplomatic expertiseXXXXX


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Herbert A. Allen
• High Level of Financial Literacy – Chief Executive Officer, President and Director of Allen & Company Incorporated, a firm that provides venture capital, underwriting, mergers and acquisitions, private placements and money management services. Recognized investor, underwriter and broker to some of the biggest names in entertainment and technology (e.g. Seagram and Universal Studios, Disney and Capital Cities/ABC, and public offering of Google, Inc.). Supervised the firm’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations and the presentation of its financial statements.
• Extensive Knowledge of the Company’s Business– Director of the Company since 1982 and through Allen & Company Incorporated has served as financial advisor to the Company and its bottling partners on numerous transactions.
• Marketing/Marketing-Related Technology Experience – Ten-year public company directorship at Convera Corporation, a company that uses technology to help clients build a loyal online community and increase their internet advertising revenues.
Ronald W. Allen
• High Level of Financial Literacy– Serves on the Audit Committees of two public companies, Aaron’s, Inc., a leader in lease ownership and specialty retailing of office furniture, consumer electronics, home appliances and electronics, and Aircastle Limited, a global company that acquires, leases and sells high-utility commercial jet aircraft to airlines throughout the world. Served on the Investment Committee of public company Interstate Hotels & Resorts, Inc., a large independent hotel management company.
• Manufacturing Experience – Thirteen-year public company directorship with Aaron’s, Inc., a furniture manufacturer.
• Broad International Exposure– Former Chairman and Chief Executive Officer of Delta Airlines, Inc., a public company and major U.S. air transportation company, which operates an extensive domestic and international network, spanning North America, South America, Europe, Asia, Africa, the Middle East, the Caribbean, and Australia. Service as a Director for the past five years for two public companies with global operations, Aircastle Limited and Interstate Hotels & Resorts, Inc.
• Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer and President of Delta Airlines, Inc. from 1987 – 1997. During his tenure, known for providing a steady hand through very difficult times, bringing the company back to sustained profitability, establishing a program to lower the airline’s cost structure, while growing the business through expansion into foreign markets.
Cathleen P. Black
• Diversity – Female; professional experience in marketing, advertising and publishing.
• Marketing/Marketing-Related Technology Experience– President of Hearst Magazines, a major media and communications company for past 14 years. Recognized as “First Lady of American Magazines”, moved Hearst Magazines into the web 2.0 wave in 2007 through creation of various online magazine sites. Fifteen-year public company directorship with International


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Business Machines Corporation (“IBM”), a multinational computer, technology and IT consulting corporation that manufactures and sells computer software and offers infrastructure services, hosting services, and consulting services in areas ranging from mainframe computers to nanotechnology.
• Broad International Exposure– President of Hearst Magazines, one of the world’s largest publishers of monthly magazines with nearly 200 international editions. Fifteen-year public company directorship with IBM, the world’s largest computer company with nearly 400,000 employees in over 170 countries.
• Relevant Chief Executive Officer/President Experience– President of Hearst Magazines for the past 14 years, which has experienced steady growth under her leadership. Recognized in 2009 byFortuneas one of the 50 most powerful women in business.
Barry Diller
• High Level of Financial Literacy– Serves on the Finance Committee of public company The Washington Post Company, a diversified education and media company.
• Marketing/Marketing-Related Technology Experience– Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp, a public and interactive commerce company with several business units that operate in the marketing and technology industries (e.g. IAC Advertising Solutions, Ask.com, Thesaurus.com, Excite.com, Shoebuy.com and Outletbuy.com).
• Broad International Exposure– Chairman of the Board and Chief Executive Officer of IAC/InterActiveCorp, with over 50 brands in 40 countries.
• Relevant Chief Executive Officer/President Experience– Chief Executive Officer of IAC/InterActiveCorp for the past 15 years. Extensive experience in mergers, acquisitions and business combinations (e.g. Silver King Broadcasting, QVC, Ticketmaster and Home Shopping Network).
Alexis M. Herman
• Diversity– African-American; female; professional experience in government, nonprofit/charitable organizations and business.
• Manufacturing Experience– Nine-year public company directorship at Cummins Inc., a manufacturer of diesel engines and related technology.
• Broad International Exposure– Nine-year public company directorship at Cummins Inc., a company that manufactures, sells and services diesel engines and related technology to its customers through its network of 500 company-owned and independent distributor facilities and more than 5,200 dealer locations in over 190 countries and territories. Served as Chair of the Working Party for the Role of Women in the Economy for the Organisation for Economic Co-operation and Development (“OECD”).
• Governmental, Political or Diplomatic Expertise– Former U.S. Cabinet Member serving as U.S. Secretary of Labor from 1997 – 2001 under U.S. President Bill Clinton and has been praised for her handling of the UPS workers strike in 1997. Prior to her appointment, she was Assistant to President Clinton and Director of the White House Office of Public Liaison. Served as Director of the Labor Department’s Women’s Bureau under U.S. President Jimmy


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Carter. Former Chief of Staff and former Vice Chair of the Democratic National Committee. Served as Co-Chair of the Bush Clinton Katrina Fund. Served as Chair of the Working Party for the Role of Women in the Economy for OECD, an international organization helping governments tackle the economic, social and governance challenges of a globalized economy. Serves as Chair of the Community Affairs Committee for MGM Mirage, a public company with significant holdings in gaming, hospitality and entertainment.
Muhtar Kent
• Diversity– Turkish; Director of Catalyst, the leading nonprofit membership organization working globally with businesses and the professions to build inclusive workplaces and expand opportunities for women and business.
• Extensive Knowledge of the Company’s Business, Industry and Manufacturing– Over 30 years ofCoca-Cola system experience including extensive experience in international markets. Chairman of the Board (since 2009), Chief Executive Officer (since 2008) and President (since 2006) of the Company. Chief Operating Officer of the Company from December 2006 – June 2008. Joined the Company in 1978 and held a variety of marketing and operations roles during his tenure and also held leadership roles at two bottlers in theCoca-Cola system. Responsible for growth in the expansion of the Company’s operations outside of the United States.
• Marketing/Marketing-Related Technology Experience– Served in various marketing roles at the Company.
• Relevant Chief Executive Officer/President Experience– In addition to serving as the Company’s Chief Executive Officer, served as President and Chief Executive Officer of Efes Beverage Group, the majority shareholder of Turkish bottlerCoca-Cola Içecek A.S. for approximately 6 years.
Donald R. Keough
• Extensive Knowledge of the Company’s Business– Worked for the Company for over 40 years in a number of roles including serving as President and Chief Operating Officer of the Company. Director of the Company for approximately 20 years.
• Marketing/Marketing-Related Technology Experience– In addition to marketing roles during his tenure as an employee of the Company, has held a twelve-year public company directorship at IAC/InterActiveCorp., an interactive commerce company with several business units that operate in the marketing and technology industries.
• Broad International Exposure – Twenty-year directorship at, and former executive officer of, the Company, which operates in over 200 countries. Twelve-year public company directorship at IAC/InterActiveCorp, with over 50 brands in 40 countries.
• Relevant Chief Executive Officer/President Experience– Served as President of the Company from 1981 to 1993.


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Maria Elena Lagomasino
• High Level of Financial Literacy– Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. with over $20 billion of assets under management. In the financial industry over 30 years and is a recognized leader in the wealth management industry.
• Diversity– Hispanic; female; professional experience in global capital markets and government, including member of the Council on Foreign Relations.
• Broad International Exposure– During tenure with Chase Bank served as Managing Director of Global Private Banking, Vice President of private banking in Latin America region and head of private banking for the Western Hemisphere.
• Relevant Chief Executive Officer/President Experience– Former Chief Executive Officer of JPMorgan Private Bank.
Donald F. McHenry
• Diversity– African-American; professional experience in government, foreign diplomacy and education.
• Extensive Knowledge of the Company’s Business– Twenty-nine-year directorship with the Company.
• Governmental, Political or Diplomatic Expertise– Spent most of career working in foreign diplomacy. Serves as Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University. Began career at U.S. Department of State in 1963; in 1976, served as a member of U.S. President Jimmy Carter’s transition staff at the State Department before joining the U.S. Mission to the United Nations; in March 1977, he was appointed as the U.S. Deputy Representative to the U.N. Security Council. Served as United States Ambassador and Permanent Representative to the United Nations from September 1979 until January 20, 1981.
Sam Nunn
• High Level of Financial Literacy– Serves on Finance Committee of Dell Inc. Served on Audit Committees of Dell Inc. and Scientific–Atlanta, Inc.
• Marketing/Marketing-Related Technology Experience– Ten-year public company directorship at Dell Inc., a leading technology company, offering a broad range of product categories, including mobility products, desktop PCs, software and peripherals, servers and networking, services, and storage. Twelve-year public company directorship at General Electric Company (“GE”), a diversified technology, media and financial services company focused on solving some of the world’s toughest problems. Twelve-year public company directorship at Chevron Corporation, one of the world’s largest integrated energy companies.
• Broad International Exposure– Twelve-year public company directorship at GE, which serves customers in more than 100 countries and employs more than 320,000 people worldwide. Twelve-year public company directorship at Chevron Corporation, which conducts business in more than 100 countries. Ten-year public company directorship at Dell Inc., which is the number one supplier of computer systems in the United States and the number two supplier worldwide.


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• Governmental, Political or Diplomatic Expertise– Served for 24 years as a United States Senator from Georgia (1972 until 1997) as a member of the Democratic Party. During his tenure in the U.S. Senate, served as Chairman of the U.S. Senate Committee on Armed Services and the Permanent Subcommittee on Investigations. He also served on the Intelligence and Small Business Committees. Recognized leader in the United States on national security and foreign policy. Distinguished Professor of Foreign Affairs at Georgia Institute of Technology (“Georgia Tech”). Host of annual Sam Nunn Policy Forum at Georgia Tech, a policy meeting that brings together noted academic, government, and private-sector experts on technology, public policy, and international affairs to address issues of immediate importance. Chair of the Public Responsibilities Committee at GE and Chair of the Public Policy Committee at Chevron Corporation.
James D. Robinson III
• Extensive Knowledge of the Company’s Business – Thirty-five-year directorship at the Company.
• Marketing/Marketing-Related Technology Experience– Nine-year public company directorship at Novell, Inc., a company that develops, sells and installs enterprise-quality software. As co-founder and General Partner of RRE Ventures, has been actively involved as a venture capital investor in over 140 early stage information technology companies.
• Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer of American Express Company from 1977 to 1993. During tenure at American Express, engineered a number of strategic acquisitions and dispositions.
• Governmental, Political or Diplomatic Expertise– Member of the Council on Foreign Relations, Chairman of the Advisory Committee on Trade Policy and Negotiations and Honorary Trustee of the Brookings Institution, a nonprofit, public policy organization, based in Washington, D.C., that conducts research and education in the social sciences, primarily in economics, metropolitan policy, governance, foreign policy, and global economy and development.
Peter V. Ueberroth
• High Level of Financial Literacy– Investor and Chairman of Contrarian Group, a financial services company. As organizer of the 1984 Los Angeles Olympic Games, employed innovative strategies to ensure financial success, resulting in significant budget surplus.
• Extensive Knowledge of the Company’s Business– Twenty-four-year directorship at the Company; experience from a customer perspective in the hospitality industry, including as a Director of Hilton Hotels from 2000 to 2007; significant involvement with the Olympic Games.
• Marketing/Marketing-Related Technology Experience– As former Commissioner of Major League Baseball, increased attendance, improved financial condition of teams and doubled national television revenue.
Jacob Wallenberg
• High Level of Financial Literacy –An owner of Skandinaviska Enskilda Banken (“SEB”), a financial group. Extensive career in finance and investment management, starting with J.P. Morgan in 1981. Currently serving as Vice Chairman having served as Chairman, Chief Executive Officer and President of SEB, Chairman of Investor AB (Investment Company) and a Member of the International Advisory Board of The Blackstone Group. Serves as a member of the Audit Committees of Investor AB and ABB Ltd. Director of the Peterson Institute for


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International Economics, a research institution devoted to the study of international economic policy.
• Diversity– Swedish national.
• Broad International Exposure –Entire career focused outside of the United States with a number of international companies including SAS, the Nordic Airline and Atlas Copco AB, an electric tools and equipment company. Mayor of Shanghai’s International Business Leaders Advisory Council.
• Governmental, Political or Diplomatic Expertise – Member of the International Advisory Board of the Council on Foreign Relations and member of the European Round Table of Industrialists.
James B. Williams
• High Level of Financial Literacy– Designated as a “financial expert” for SEC purposes for the Audit Committee of two public companies – Rollins, Inc., a premier North American consumer and commercial services company and RPC, Inc. a holding company that provides oilfield services and equipment to independent and major oilfield companies in exploration, production and development of oil and gas properties, domestically and in selected international markets.
• Extensive Knowledge of the Company’s Business and Manufacturing – Thirty-one-year directorship at the Company. Nine-year public company directorship at Marine Products, Inc., one of the top four manufacturers of stern-drive powerboats in the United States.
• Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer of SunTrust Banks, Inc. from 1991 to 1998.
The Board believes that the combination of the various qualifications, skills and experiences of the 2010 Director leavesnominees would contribute to an effective and well-functioning Board. The Board and the Board. Does not include 6,958 share units credited underCommittee on Directors and Corporate Governance believe that, individually and as a whole, the Compensation Plan for Non-Employee Directors possess the necessary qualifications to provide effective oversight of The Coca-Cola Company in effect until December 31, 2008 (the "Prior Directors' Plan"), which are subjectthe business and quality advice and counsel to the achievement of performance goals.

2 Includes 2,000 shares held by Mr. Allen's wife. Mr. Allen has disclaimed beneficial ownership of such shares. Does not include 13,768 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include

Company’s management.


6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

3 Includes 10,200 shares jointly held with Ms. Black's husband. Does not include 32,260 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

4 Does not include 16,349 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

5 Does not include 782 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

6 Includes 6,000 shares held by a trust of which a management company in which Mr. Keough holds a significant interest is the trustee. Also includes 131,000 shares held by a foundation of which he is one of eight trustees. Mr. Keough disclaims beneficial ownership of these 137,000 shares held by the trust and the foundation. Also includes 216,600 shares held by a limited liability company in which Mr. Keough's children hold a majority of the economic interest. Mr. Keough and his wife have investment control over these shares. Mr. Keough disclaims beneficial ownership of these 216,600 shares except to the extent of his pecuniary interest therein. Does not include 8,407 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

7 Includes 7,300 shares over which Mr. McHenry has shared investment control as one of three guardians and 504 shares held by Mr. McHenry's grandchildren. Does not include 16,484 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

8 Does not include 26,979 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

9 Includes 31,600 shares held by a trust of which Mr. Robinson is a co-trustee. Does not include 1,580,000 shares held by a trust of which Mr. Robinson is a beneficiary with no voting or investment power. Does not include 26,756 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.


10 Includes 22,000 shares held by a trust of which Mr. Ueberroth is one of two trustees and a beneficiary, 10,000 shares held by his wife and 8,000 shares held by a foundation of which he is one of six directors. Does not include 40,270 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

11 Includes 84,842,270 shares held by four foundations of which Mr. Williams is, in all cases, one of five trustees, and 15,786,700 shares held by a foundation of which he is one of three trustees. Does not include 49,845 share units deferred under the Directors' Plan, which are settled in cash the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 6,958 share units credited under the Prior Directors' Plan, which are subject to the achievement of performance goals.

12 Includes 5,475 shares credited to Mr. Isdell's accounts under The Coca-Cola Company Thrift & Investment Plan (the "Thrift Plan"), 589,610 shares of restricted stock and 2,413,478 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 16,959 share units credited to his account under The Coca-Cola Company Supplemental Thrift Plan (the "Supplemental Thrift Plan"), which are settled in cash after retirement.

13 Includes 28,170 shares credited to Mr. Kent's accounts under the Thrift Plan, 52,500 shares of restricted stock, 50,000 shares that are subject to performance criteria and 436,378 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 5,183 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

14 Includes 6,049 shares credited to Mr. Cummings' accounts under the Thrift Plan, 52,500 shares of restricted stock, and 763,555 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 57,935 restricted stock units and 5,782 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

15 Includes 7,279 shares credited to Mr. Fayard's accounts under the Thrift Plan, 137,369 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 1,195,239 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 8,598 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

16 Includes 112,500 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 485,062 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 4,188 share units credited to Mr. Finan's account under The Coca-Cola Export Corporation International Thrift Plan (the "International Thrift Plan"), which are settled in cash after retirement.

17 Includes 64,510 shares held by a trust in which Mr. Reyes has an indirect beneficial interest. Also includes 845,420 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009. Does not include 105,000 restricted stock units, which will be settled in shares upon vesting, and 796 share units credited to Mr. Reyes' account under the International Thrift Plan, which are settled in cash after retirement.


18 Includes 1,134,850 shares of restricted stock, 190,000 shares that are subject to performance criteria, 8,365,780 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 24, 2009 and 75,638 shares credited to accounts under the Thrift Plan. Does not include 246,061 share units deferred under the Directors' Plan, 70,362 share units credited under the Prior Directors' Plan which are subject to the achievement of performance goals, 302,381 restricted stock units, which will be settled in shares upon vesting, 17,361 share units credited to accounts under the International Thrift Plan and 52,149 share units credited to accounts under the Supplemental Thrift Plan.

19 Share units credited under the Directors' Plan, the Prior Directors' Plan, the International Thrift Plan and the Supplemental Thrift Plan are not included as outstanding shares in calculating these percentages. Restricted stock units, which will be settled in shares upon vesting, also are not included.

Principal Shareowners

       Set forth in the table below is information about the number of shares held as of December 31, 2008 by persons we know to be the beneficial owners of more than five percent of the issued and outstanding Common Stock. The percentage ownership is stated as of February 23, 2009.

Name and Address
 Number of Shares
Beneficially Owned		 Percent of Class
as of
February 23, 2009		 
Berkshire Hathaway Inc.1
1440 Kiewit Plaza
Omaha, Nebraska 68131		  200,000,000      8.64%
 

1 Berkshire Hathaway Inc. ("Berkshire Hathaway"), a diversified holding company, has informed the Company that, as of December 31, 2008, it held an aggregate of 200,000,000 shares of Common Stock through subsidiaries.

Section 16(a) Beneficial Ownership Reporting Compliance

       Executive Officers, Directors and certain persons who own more than ten percent of the outstanding shares of Common Stock are required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and related regulations:

    •
    to file reports of their ownership of Common Stock with the SEC and the New York Stock Exchange (the "NYSE"); and

    •
    to furnish us with copies of the reports.

       We received written representations from each such person who did not file an annual statement on Form 5 with the SEC that no Form 5 was due. Based on our review of the reports and representations, we believe that all required Section 16(a) reports were timely filed in 2008.

Information Aboutabout the Board of Directors and Corporate Governance

The Board is elected by the shareowners to oversee their interest in the long-term health and the overall success of the business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareowners. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.
Board Leadership Structure
Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareowners. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, an independent Director serving as Presiding Director and strong, active independent Directors.


21


       The Committee on

Under the Company’s By-Laws, the Chairman of the Board presides over meetings of the Board of Directors, presides over meetings of shareowners, consults and advises the Board of Directors and Corporate Governance periodically reviewsits committees on the business and assessesaffairs of the Company's corporate governance policies.Company, and performs such other duties as may be assigned by the Board. The Chief Executive Officer is in general charge of the affairs of the Company, subject to the overall direction and supervision of the Board engaged Ram Charan, a noted authorof Directors and expert on corporate governanceits committees and business matters,subject to such powers as a consultant on corporate governance issues during 2008.

reserved by the Board. Muhtar Kent serves as both Chairman of the Board and Chief Executive Officer.

The Company also has designated the Chairman of the Committee on Directors and Corporate Governance, who must be an independent Director, as the Presiding Director. James D. Robinson III serves in this position. The Presiding Director:
• presides at all meetings of non-employee Directors;
• presides at all meetings of independent Directors;
• leads the evaluation of the performance of the Chief Executive Officer;
• encourages and facilitates active participation of all Directors;
• confers with the Chief Executive Officer and other members of the Board on meeting agendas;
• monitors and coordinates with management on corporate governance issues and developments;
• performs any other duties requested by the other non-employee Directors; and
• acts as a liaison between shareowners and the Board where appropriate.
Importantly, all Directors play an active role in overseeing the Company’s business both at the Board and Committee level. As set forth in our Corporate Governance Guidelines, the core responsibility of the Directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareowners. Our Board is comprised of one Director who serves as a member of management and 13 non-employee Directors. Our non-employee Directors are skilled and experienced leaders in business, education, government and public policy. They currently serve or have served as CEOs and members of senior management of Fortune 500 companies and investment banking firms and members of the U.S. Cabinet, the U.S. Senate and academia. In these roles, our non-employee Directors have been called upon to provide answers to various complex issues, and most importantly are expected to, and do, ask hard questions of management. We believe that this is one of the many reasons our non-employee Directors are well-equipped to oversee the success of the business and to provide advice and counsel to the Chief Executive Officer and other senior officers of the Company.
Under our By-Laws, regular meetings of non-managementthe Board are held at such times as the Board may determine. As part of each regularly scheduled Board meeting, the non-employee Directors meet without the Chief Executive Officer present. These meetings allow non-employee Directors to discuss issues of importance to the Company, including the business and affairs of the Company as well as all meetingsmatters concerning management, without any member of management present. In addition, at each regularly scheduled Board meeting, the independent Directors meet separately. Also, pursuant to our By-Laws, a majority of the Directors may call a special meeting of the Board in addition to the Chief Executive Officer or the Secretary of the Company. All of the Board Committees, except the Management Development Committee and the Executive Committee, are chaired by independent Directors. These meetings


22

The Board believes that this leadership structure – a combined Chairman of non-managementthe Board and Chief Executive Officer, a Presiding Director, active and strong non-employee Directors, and Committees led primarily by independent Directors – is the most effective for the Company at this time. The Company’s business is complex and our products are held on a regular basissold in more than 200 countries around the world. Because the Chief Executive Officer travels extensively and includeis closest to the meeting at whichmany facets of our business, the evaluation ofBoard believes the Chief Executive Officer is conducted.in the best position to lead most effectively and to serve in the critical role of Chairman of the Board. In addition, as he is directly involved in managing the Company, having a Chairman who also serves as the Chief Executive Officer allows timely communication with the Board on critical business matters given the complexity and global reach of our business. Further, most of the Company’s products are manufactured and sold by bottling partners around the world, most of which are separate, unconsolidated companies. This franchise structure requires our leader to have strong relationships with the leaders of the bottlers. Having a single person in both roles is important so that the Company is represented by a single voice to bottlers, customers and consumers. The Board believes that leadership of both the Board and the Company by Mr. Kent is the optimal structure to guide the Company and maintain the focus required to achieve the business goals set forth in the Company’s 2020 Vision. The Board also believes there is a very well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by non-employee Directors.
Board Meetings and Committees
In 2009, the Board of Directors held six meetings and Committees of the Board of Directors held a total of 30 meetings. Overall attendance at such meetings was approximately 96%. Each Director attended 75% or more of the aggregate of all meetings of the Board of Directors and the Committees on which he or she served during 2009.
The Board of Directors has an Audit Committee, a Compensation Committee, a Committee on Directors and Corporate Governance, leadsan Executive Committee, a Finance Committee, a Management Development Committee and a Public Issues and Diversity Review Committee. The Board of Directors has adopted a written charter for each of these Committees. The Company has adopted a Code of Business Conduct for Non-Employee Directors. In addition, the Board'sCompany has adopted a Code of Business Conduct applicable to the Company’s employees, including the Named Executive Officers. The full text of each Committee charter, the Company’s Corporate Governance Guidelines and the Company’s Codes of Business Conduct is available on the Company’s website located atwww.thecoca-colacompany.com, click on “Investors”, click on “Corporate Governance”.


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The following table describes the current members of each of the Committees and the number of meetings held during 2009.
                      
                     PUBLIC
         DIRECTORS
           ISSUES
         AND
           AND
         CORPORATE
        MANAGEMENT
  DIVERSITY
NAME  AUDIT  COMPENSATION  GOVERNANCE  EXECUTIVE  FINANCE  DEVELOPMENT  REVIEW
 Herbert A. Allen           X  X  X   
 Ronald W. Allen*  X  X               
 Cathleen P. Black*     Chair              X
 Barry Diller*        X     X  X   
 Alexis M. Herman*     X              X
 Muhtar Kent           Chair         
 Donald R. Keough                 Chair  X
 Maria Elena Lagomasino*     X  X            
 Donald F. McHenry*  X     X           Chair
 Sam Nunn*              X     X
 James D. Robinson III*1
     X  Chair        X   
 Peter V. Ueberroth*  Chair           X      
 Jacob Wallenberg*        X           X
 James B. Williams*2
  X        X  Chair  X   
 
 Number of Meetings
  9  6  4  0  5  2  4
                      
* Independent Director
1 Presiding Director
2 The Board of Directors has appointed Mr. Williams to the Audit Committee even though he serves on the audit committees of three other public companies. The Board of Directors believes its decision is in the best interests of shareowners. Mr. Williams is retired and has extensive experience with and knowledge of the Company. The other three companies are related in that they share a common management and are under common control. As a result, the Board of Directors believes that service on the audit committees of these other companies is less burdensome than would be the case for three unrelated public companies.
The following summarizes the responsibilities of the various committees. The complete committee charters are located atwww.thecoca-colacompany.com, click on “Investors”, click on “Corporate Governance”.
Audit Committee
Under the terms of its charter, the Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements. The Audit Committee also oversees the Company’s compliance with legal and regulatory requirements and its


24

ethics program, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and the performance of its independent auditors.
Each member of the Audit Committee meets the independence requirements of the New York Stock Exchange, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the Company’s Corporate Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The “audit committee financial expert” designated by the Board is Peter V. Ueberroth.
Compensation Committee
Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to elected officers and senior executives of the Company.
The Compensation Committee also makes decisions that affect a larger group of employees. The Compensation Committee approves proposed plans and rewards systems applicable to more persons than the senior executives. For example, the Compensation Committee approves all stock option awards and all awards of restricted stock and performance share units that may be awarded to employees who are not elected officers or senior executives.
To assist the Compensation Committee with its responsibilities, it has retained the services of the compensation consulting firm, Towers Perrin (now known as Towers Watson). The consultant reports to Cathleen P. Black, the Compensation Committee Chair. Additional information regarding the Compensation Committee’s engagement of Towers Perrin is disclosed beginning on page 57.
Each member of the Compensation Committee meets the independence requirements of the NYSE, the Internal Revenue Code of 1986, as amended (the “Tax Code”), and the Company’s Corporate Governance Guidelines.
Committee on Directors and Corporate Governance
Under the terms of its charter, the Committee on Directors and Corporate Governance is responsible for considering and making recommendations concerning the function and needs of the Board, and the review and development of corporate governance guidelines. As discussed on page 22, the Chairman of the Committee evaluationson Directors and carefully examinesCorporate Governance is designated as the performancePresiding Director.
Each member of the Committee on Directors and qualificationsCorporate Governance meets the independence requirements of each incumbent Directorthe NYSE and the Company’s Corporate Governance Guidelines.
Executive Committee
Under the terms of its charter, the Executive Committee has the authority to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or nominee for Director before deciding whetherthe shareowners by Delaware Law.
Finance Committee
Under the terms of its charter, the Finance Committee helps the Board fulfill its responsibilities relating to recommend him or heroversight of the Company’s financial affairs, including reviewing and recommending capital expenditures and dividend policy to the Board.


25

Management Development Committee
Under the terms of its charter, the Management Development Committee helps the Board fulfill its responsibilities relating to oversight of talent development for renomination or nomination,senior positions and succession planning.
Public Issues and Diversity Review Committee
Under the terms of its charter, the Public Issues and Diversity Review Committee helps the Board fulfill its responsibilities relating to public issues and diversity. The Public Issues and Diversity Review Committee reviews the Company’s policy and practice relating to significant public issues of concern to shareowners, the Company, the business community and the general public.
The Board’s Role in Risk Management
The Board oversees that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Directors’ oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the case may be.Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve the objectives set forth in its 2020 Vision.
Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework to:
• understand critical risks in the Company’s business and strategy;
• allocate responsibilities for risk oversight among the full Board and its Committees;
• evaluate the Company’s risk management processes and see they are functioning adequately;
• facilitate open communication between management and Directors; and
• foster an appropriate culture of integrity and risk awareness.
While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board. These include an enterprise risk management program, a risk management committee co-chaired by the Chief Financial Officer and the General Counsel, regular internal management disclosure committee meetings, Codes of Business Conduct, robust product quality standards and processes, a strong ethics and compliance office, and a comprehensive internal and external audit process. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board, Board Committees and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.


26

The Board implements its risk oversight function both as a whole and through Committees. Much of the work is delegated to various Committees, which meet regularly and report back to the full Board. All Committees play significant roles in carrying out the risk oversight function. In particular:
• The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and the Company’s ethics programs, including the Codes of Business Conduct. The Audit Committee members meet separately with the Company’s General Counsel, Chief of Internal Audit and representatives of the independent auditing firm.
• The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation philosophy and programs. As discussed in more detail in the Compensation Discussion & Analysis beginning on page 45, the Compensation Committee reviews and approves compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. Management discusses with the Compensation Committee the procedures that have been put in place to identify and mitigate potential risks in compensation.
• The Finance Committee oversees certain financial matters and risks relating to pension plan investments, currency risk and hedging programs, mergers and acquisitions, and capital projects.
• The Public Issues and Diversity Review Committee oversees issues that could pose significant reputational risk to the Company.
• The Management Development Committee oversees management development and succession planning across senior management positions.
In addition, annually, one meeting of the full Board of Directors is dedicated primarily to evaluating and discussing risk, risk mitigation strategies, and the Company’s internal control environment. Topics examined at this meeting include, but are not limited to, financial risks, political and regulatory risks, legal risks, supply chain and quality risks, information technology risks, economic risks, and risks related to the Company’s transformation efforts. Because overseeing risk is an ongoing process and inherent in the Company’s strategic decisions, the Board also discusses risk throughout the year at other meetings in relation to specific proposed actions.
The Company believes that its leadership structure, discussed in detail beginning on page 21, supports the risk oversight function of the Board. While the Company has a combined Chairman of the Board and Chief Executive Officer, strong Directors chair the various committees involved with risk oversight, there is open communication between management and Directors, and all Directors are actively involved in the risk oversight function.
Independence and Related Person Transactions
Independence Determinations

Under the corporate governance listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Corporate Governance Guidelines, the Board of Directors must consist of a majority of independent Directors. In making independence determinations, the Board observes all criteria for independence established by the SEC, the


27

NYSE and other governing lawsSEC criteria and regulations. The Board considers all relevant facts and circumstances in making an independence determination. Tocircumstances. Under NYSE corporate governance rules, to be considered independent:

    •
• the Director must not have a disqualifying relationship as defined in the NYSE corporate governance rules; and
• the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company.
To aid in the Director must meetindependence assessment process, the bright-line independence tests under the listing standards of the NYSE; and

•
the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company.

       The Board has adopted categorical standards asthat identify categories of relationships that the Board has determined would not affect a Director’s independence. As a result, these relationships are not considered by the Board in determining Director independence. The categorical standards, which are part of the Company'sCompany’s Corporate Governance Guidelines, which provide that the following will not be considered material relationships that would impact a Director'sDirector’s independence:

    1.
1.  The Director is an executive officer or employee or any member of his or her immediate family is an executive officer of any other organization that does business with the Company and the annual sales to, or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more;
2.  The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted, and the total amount of either company’s indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more;
3.  The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company’s outside auditing firm) that does business with, or receives donations from, the Company;
4.  The Director or any member of his or her immediate family holds a less than 10% interest in any other organization that has a relationship with the Company; or
5.  The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a single fiscal year of less than $1 million or 2% of that organization’s consolidated gross revenues, whichever is more.
In addition, the Company and the annual sales to, or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more;

2.
The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more;

3.
The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company's outside auditing firm) that does business with, or receives donations from, the Company;

4.
The Director or any member of his or her immediate family holds a less than 10% interest in any other organization that has a relationship with the Company; or

5.
The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a

      single fiscal year of less than $1 million or 2% of that organization's consolidated gross revenues, whichever is more.

       The Board did not consider transactions with entities in which the Director or an immediate family member served only as a director or trustee. Nor did the Board consider transactions of less than $120,000 or transactions with entities in which the Director or an immediate family member had a less than 10% interest.

The Board, through its Committee on Directors and Corporate Governance, annually reviews all relevant business relationships any Director or nominee for Director may have with the Company. As a result of its annual review, the Board has determined that none of the following DirectorsDirectors/2010 nominees for Director has a material relationship with the Company and, as a result, such DirectorsDirectors/2010 nominees for Director are independent: Ronald W. Allen, Cathleen P. Black, Barry Diller, Alexis M. Herman, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III,


28

Peter V. Ueberroth, Jacob Wallenberg and James B. Williams. None of the DirectorsDirectors/2010 nominees for Director who were determined to be independent had any relationships that were outside the categorical standards identified above.

The Board examined the Company'sCompany’s relationship with Hearst Corporation and its subsidiaries. Cathleen P. Black, one of our Directors, is Senior Vice President and a director of Hearst Corporation. She is also Senior Vice President and a director of Hearst Communications, Inc. and President of its Hearst Magazines unit. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Hearst Corporation, (ii) the payments were for print and media advertising in the ordinary course of business, and (iii) the Company has had a relationship with Hearst Corporation for many years prior to Ms. Black'sBlack’s relationship with either the Company or Hearst Corporation. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Ms. Black'sBlack’s status as an independent Director.

The Board examined payments made by the Company to IAC/InterActiveCorp and its subsidiaries ("IAC"(“IAC”) where Barry Diller, one of our Directors, is Chairman of the Board and Chief Executive Officer. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and IAC, (ii) the payments were for on-lineonline advertising and ticket sales service fees in the ordinary course of business, and (iii) the Company has had a relationship with the predecessors of IAC for many years prior to Mr. Diller'sDiller’s service as a Director of the Company. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Diller'sDiller’s status as an independent Director.

The Board examined the Company'sCompany’s charitable donations and sponsorships to Points of Light Institute, where a daughter of Sam Nunn, one of our Directors, serves as President, Chief Executive Officer and a Director. The Board determined that this relationship was not material since (i) the amounts involved were a small percentage of the revenues or donations received by Points of Light Institute and a small percentage of the Company'sCompany’s overall charitable donations and sponsorships, and (ii) the donations and sponsorships were within the Company'sCompany’s philosophy of supporting local and civic organizations in the communities where we operate. This relationship is within the rules of the NYSE and falls within categorical standard number 5 above. The relationship is consistent with Mr. Nunn'sNunn’s status as an independent Director.


The indirect relationship between the Company and James D. Robinson III, one of our Directors, is described on page 25.31. The Board determined that this relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Delaware North Companies, Inc. ("(“Delaware North"North”), (ii) the marketing and sponsorship payments and the payments made to purchase fountain syrups and other products were in the ordinary course of business, (iii) the interest is indirect, and (iii)(iv) the Company has had a business relationship with Delaware North for over 75 years. This relationship is in the Company's ordinary course of business and is within the rules of the NYSE. This relationshipNYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Robinson'sRobinson’s status as an independent Director.

A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the National Basketball Association (the "NBA"“NBA”) with which the Company has a contractual relationship. The relationship is described on page 25.31. The Board determined that this indirect relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both


29

the Company and the NBA, and (ii) the Company'sCompany’s relationship with the NBA has been in existence since the late 1980's,1980’s, long before Mr. Ueberroth'sUeberroth’s daughter served as an executive officer of that organization. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Ueberroth'sUeberroth’s status as an independent Director.

       In addition, a brother of Mr. Ueberroth is an

During 2009, E. Neville Isdell served as executive officer, director, and majority owner of Preferred Hotel Group, Inc. ("Preferred Hotel Group") with which the Company has a beverage marketing agreement. The relationship is described on page 25. The Board determined that this indirect relationship is not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Preferred Hotel Group, (ii) the payments were for beverage marketing in the ordinary course of business, and (iii) Mr. Ueberroth has not had any direct or indirect beneficial interest in, or involvement as an officer or director of Preferred Hotel Group. This relationship is within the rules of the NYSE and falls within categorical standard number 1 above. The relationship is consistent with Mr. Ueberroth's status as an independent Director.

       The independent Directors, who constitute a majorityChairman of the Board of Directors are identified by an asterisk onof the next table.Company until his retirement in April 2009 and therefore, was determined not to be independent during his service as a Director in 2009. Muhtar Kent, the Chairman of the Board of Directors since April 2009, also serves as the Company’s Chief Executive Officer and is therefore currently determined not to be independent. Even though heneither Herbert A. Allen nor Donald R. Keough currently is not currently determined to be independent, Herbert A. Allen hasboth of these Directors have contributed greatly to the Board of Directors and the Company through histheir wealth of experience, expertise and judgment.

    The Board and Board Committees

       In 2008, the Board

All of our Directors held six meetings and Committeeswho serve as members of the Board of Directors held a total of 34 meetings. Overall attendance at such meetings was approximately 96%. Each Director attended 75% or more of the aggregate of all meetings of the Board of Directors and the Committees on which he or she served during 2008.

       The Board of Directors has an Audit Committee, a Compensation Committee aand Committee on Directors and Corporate Governance an Executiveare independent as required by the NYSE corporate governance rules. Under these rules, Audit Committee members also must satisfy a Finance Committee, a Management Development Committee and a Public Issues and Diversity Review Committee. The Board of Directors has adopted a written charter for each of these Committees. The Company has adopted a Code of Business Conduct for Non-Employee Directors. In addition,separate SEC independence requirement that provides that no member may accept directly or indirectly any consulting, advisory or other compensatory fee from the Company has adopted a Codeor any of Business Conduct applicable to the Company's employees, including the Named Executive Officers. The full text of each Committee charter, the Company's Corporate Governance Guidelines and the Company's Codes of Business Conduct are available on the Company's website located at



www.thecoca-colacompany.com, and then clicking on "Investors", then clicking on "Corporate Governance".

       The following table describes the current members of each of the Committees and the number of meetings held during 2008.

 
 
 NAME
  
 AUDIT
  
 COMPENSATION
  
 DIRECTORS
AND
CORPORATE
GOVERNANCE
  
 EXECUTIVE
  
 FINANCE
  
 MANAGEMENT
DEVELOPMENT
  
 PUBLIC
ISSUES
AND
DIVERSITY
REVIEW
  
   Herbert A. Allen               X   X   X      
   Ronald W. Allen*   X   X                      
  Cathleen P. Black*       Chair                   X  
  Barry Diller*           X       X   X      
  Alexis M. Herman*       X                   X  
  E. Neville Isdell               Chair              
  Muhtar Kent1               X              
  Donald R. Keough*                       Chair   X  
  Maria Elena Lagomasino*2       X   X                  
  Donald F. McHenry*   X       X               Chair  
  Sam Nunn*                   X       X  
  James D. Robinson III*3       X   Chair           X      
  Peter V. Ueberroth*   Chair               X          
  Jacob Wallenberg*           X               X  
  James B. Williams*4   X           X   Chair   X      
  Number of Meetings   8   7   5   1   5   4   4  

       * Independent Directors

1 Mr. Kent began his serviceits subsidiaries other than compensation for services as a Director on April 16, 2008.

2 Ms. Lagomasino began her service as a Director on October 16, 2008.

3 Presiding Director

4 The Board of Directors has appointed Mr. Williams to the Audit Committee even though he serves on the audit committees of three other public companies. The Board of Directors believes its decision is in the best interests of shareowners. Mr. Williams is retired. The other three companies are related in that they share a common management and are under common control. As a result, the Board of Directors believes that service on the audit committees of these other companies is less burdensome than would be the case for three unrelated public companies. Mr. Williams' experience and knowledge of the Company are very helpful to the Audit Committee.

    The Audit Committee

       Under the terms of its charter, the Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company's financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company's financial statements. The Audit Committee also oversees the Company's compliance with legal and regulatory requirements and its ethics program, the independent auditors' qualifications and independence, the performance of the

Director.

Company's internal audit function and the performance of its independent auditors. In fulfilling its duties, the Audit Committee, among other things, shall:

    •
    have the sole authority and responsibility to hire, evaluate and, where appropriate, replace the independent auditors;

    •
    meet and review with management and the independent auditors the interim financial statements and the Company's disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations prior to the filing of the Company's Quarterly Reports on Form 10-Q;

    •
    meet and review with management and the independent auditors the financial statements to be included in the Company's Annual Report on Form 10-K (or the annual report to shareowners) including (i) their judgment about the quality, not just acceptability, of the Company's accounting principles, including significant financial reporting issues and judgments made in connection with the preparation of the financial statements; (ii) the clarity of the disclosures in the financial statements; and (iii) the Company's disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations, including critical accounting policies;

    •
    review and discuss with management, the internal auditors and the independent auditors the Company's policies with respect to risk assessment and risk management;

    •
    review and discuss with management, the internal auditors and the independent auditors the Company's internal controls, the results of the internal audit program, and the Company's disclosure controls and procedures, and quarterly assessment of such controls and procedures;

    •
    establish and oversee procedures for handling complaints regarding accounting, internal accounting controls and auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding accounting and auditing matters;

    •
    review and discuss with management, the internal auditors and the independent auditors the overall adequacy and effectiveness of the Company's legal, regulatory and ethical compliance programs; and

    •
    consider issues involving any related party transactions with the Chairman of the Board (if he is an employee of the Company), the Chief Executive Officer and any holder of more than five percent of any class of the Company's voting securities.

       Each member of the Audit Committee meets the independence requirements of the NYSE, the 1934 Act and the Company's Corporate Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The "audit committee financial expert" designated by the Board is Peter V. Ueberroth.

    The Compensation Committee

       Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to elected officers and senior executives of the Company. In fulfilling its duties, the Compensation Committee, among other things, shall:

    •
    measure the Chief Executive Officer's performance against his goals and objectives pursuant to the Company plans;

      •
      determine the compensation of the Chief Executive Officer after considering the evaluation by the Board of Directors of his performance;

      •
      review and approve compensation of elected officers and all senior executives based on their evaluations, taking into account the evaluation by the Chief Executive Officer;

      •
      review and approve any employment agreements, severance arrangements, retirement arrangements, change in control agreements/provisions, and any special or supplemental benefits for each elected officer and senior executive of the Company;

      •
      have the authority to modify or amend all non-equity plans designed and intended to provide compensation primarily for elected officers and senior executives of the Company;

      •
      have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the Chief Executive Officer's, senior executives' or elected officers' compensation and approve the consultant's fees and other retention terms;

      •
      make any recommendations to the Board regarding adoption of equity plans; and

      •
      have the authority to modify or amend all equity plans.

           The Compensation Committee also makes decisions that affect a larger group of employees. The Compensation Committee approves proposed plans and rewards systems applicable to more persons than the senior executives. For example, the Compensation Committee approves all stock option awards and all awards of restricted stock and performance share units that may be awarded to employees who are not elected officers or senior executives.

           To assist the Compensation Committee with its responsibilities, it has retained the services of the compensation consulting firm, Towers Perrin. The consultant reports to Cathleen P. Black, the Compensation Committee Chair. Additional information regarding the Compensation Committee's engagement of Towers Perrin is disclosed beginning on page 43.

           Each member of the Compensation Committee meets the independence requirements of the NYSE, the Internal Revenue Code of 1986, as amended (the "Tax Code"), and the Company's Corporate Governance Guidelines.

      The Committee on Directors and Corporate Governance

           Under the terms of its charter, the Committee on Directors and Corporate Governance is responsible for considering and making recommendations concerning the function and needs of the Board, and the review and development of corporate governance guidelines. In fulfilling its duties, the Committee on Directors and Corporate Governance, among other things, shall:

      •
      seek individuals qualified to be Board members consistent with criteria established by the Board including evaluating persons suggested by shareowners or others;

      •
      recommend to the Board director nominees for the next annual meeting of shareowners;

      •
      oversee the evaluation of the Board and management;

      •
      gather and review information for the annual evaluation of the Chief Executive Officer to be presented to the Board for discussion and review;

      •
      periodically review and reassess the adequacy of the Company's Corporate Governance Guidelines and recommend any changes to the Board for approval;

      •
      consider issues involving related party transactions with Directors and similar issues;

        •
        have the authority to employ consultants or advisors to evaluate Director compensation and to approve consulting fees and other terms of such engagement; and

        •
        review and recommend all matters pertaining to fees and retainers paid to Directors.

             The Chairman of the Committee on Directors and Corporate Governance presides at all meetings of non-management Directors, including the meeting in which the Chief Executive Officer's performance is evaluated, and at all meetings of independent Directors. The Chairman of the Committee on Directors and Corporate Governance is James D. Robinson III.

             Each member of the Committee on Directors and Corporate Governance meets the independence requirements of the NYSE and the Company's Corporate Governance Guidelines.

        The Executive Committee

             Under the terms of its charter, the Executive Committee has the authority to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or the shareowners by Delaware Law.

        The Finance Committee

             Under the terms of its charter, the Finance Committee helps the Board fulfill its responsibilities relating to oversight of the Company's financial affairs. In fulfilling its duties, the Finance Committee, among other things, shall:

        •
        formulate and recommend for approval to the Board the financial policies of the Company;

        •
        maintain oversight of the budget and financial operations of the Company;

        •
        review and recommend capital expenditures to the Board;

        •
        evaluate the performance of and returns on approved capital expenditures; and

        •
        recommend dividend policy to the Board.

        The Management Development Committee

             Under the terms of its charter, the Management Development Committee helps the Board fulfill its responsibilities relating to succession planning and oversight of talent development for senior positions.

        The Public Issues and Diversity Review Committee

             Under the terms of its charter, the Public Issues and Diversity Review Committee helps the Board fulfill its responsibilities relating to public issues and diversity. In fulfilling its duties, the Public Issues and Diversity Review Committee, among other things, shall:

        •
        review the Company's policy and practice relating to significant public issues of concern to shareowners, the Company, the business community and the general public;

        •
        monitor the Company's progress towards its overall diversity goals, compliance with its responsibilities as an equal opportunity employer and compliance with any legal obligation arising out of employment discrimination class action litigation; and

        •
        review and recommend the Board's position on shareowner proposals in the annual proxy statement.

          Director Nominations

               The Committee on Directors and Corporate Governance will consider recommendations for directorships submitted by shareowners. Shareowners who wish the Committee on Directors and Corporate Governance to consider their recommendations for nominees for the position of Director should submit their recommendations in writing to the Committee on Directors and Corporate Governance in care of the Office of the Secretary, The Coca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. Recommendations by shareowners that are made in accordance with these procedures will receive the same consideration by the Committee on Directors and Corporate Governance as other suggested nominees.

               In its assessment of each potential candidate, including those recommended by shareowners, the Committee on Directors and Corporate Governance reviews the nominee's judgment, integrity, experience, independence, understanding of the Company's business or other related industries and such other factors the Committee on Directors and Corporate Governance determines are pertinent in light of the current needs of the Board. Diversity of race, ethnicity, gender and age are factors in evaluating candidates for Board membership. The Committee on Directors and Corporate Governance also takes into account the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

               Nominees may be suggested by Directors, members of management, shareowners or, in some cases, by a third-party firm. In identifying and considering candidates for nomination to the Board, the Committee on Directors and Corporate Governance considers, in addition to the requirements set out in the Company's Corporate Governance Guidelines and its charter, quality of experience, the needs of the Company and the range of talent and experience already represented on the Board.

               The Committee on Directors and Corporate Governance sometimes uses the services of a third-party executive search firm to assist it in identifying and evaluating possible nominees for Director. The Company has engaged the firm Egon Zehnder International to assist in the development and execution over time of a Board succession plan.

        Certain Related Person Transactions

        Herbert A. Allen

        Herbert A. Allen, one of our Directors, is President, Chief Executive Officer and a Director of Allen & Company Incorporated ("ACI"(“ACI”) and a principal shareowner of ACI'sACI’s parent. ACI is an indirect equity holder of Allen & Company LLC ("ACL"(“ACL”). ACI transferred its investment and financial advisory services business to ACL in September 2002.

        ACI has leased and subleased office space since 1977 in a building owned by one of our subsidiaries and located at 711 Fifth Avenue, New York, New York. In June 2005, ACI assigned the lease and sublease to ACL. In 2008,2009, ACL paid approximately $4.8$4.9 million in rent and related expenses and it is expected that ACL will pay a similar amount in 20092010 under the terms of the current lease. In the opinion of management, the terms of the lease which were modified in 2002, are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the lease.

        In 2008,2009, the Company paid ACL $1.5$1.0 million for financial advisoryinvestment banking services it provided in connection with the proposed business combination transaction between the Company andCoca-Cola Enterprises Inc. Under the terms of the investment banking services agreement, the Company is required to pay ACL a potential transaction.success fee equal to $15 million, less any advisory fees payable under the agreement, upon consummation of any transactions or series of transactions involvingCoca-Cola Enterprises Inc. For more information regarding the transaction see page 94. In the opinion of management, the terms of the financial advisoryinvestment banking services arrangementagreement are fair and reasonable and as favorable to the Company as those whichthat could be obtained from unrelated third parties.



        30

          Donald R. Keough
          A son of Donald R. Keough, one of our Directors, is an executive officer of, and holds a significant equity interest in, Marsys Digital, LLC (“Marsys Digital”). In 2009, the Company and Marsys Digital entered into a five-year services agreement relating to the Company’s use of Marsys Digital’s platform technology and infrastructure. In 2009, the Company paid Marsys Digital approximately $5 million for infrastructure design associated with a digital infrastructure platform. Under the terms of the services agreement, the Company is required to pay Marsys Digital $2.9 million annually over the next five years for services associated with the operation, maintenance and support of the platform technology and infrastructure. In 2009, the Company paid Marsys Digital approximately $507,000 for such services and additional hardware. In 2009, the Company also entered into a warrant agreement with Marsys Digital whereby the Company was granted the right to purchase, for a period of up to six years, a 5% equity interest in Marsys Digital for an exercise price that is to be determined by the terms of the warrant agreement. The exercise price is based on a formula dependent on the fair market value of such equity interest and is subject to credit adjustments based on revenues recognized by Marsys Digital pursuant to its services agreement with the Company. Since Marsys Digital is a startup company, the value of the Company’s equity interest is not currently determinable.
          James D. Robinson III
          Adaughter-in-law

                 A daughter-in-law of James D. Robinson III, one of our Directors, has an indirect minority equity interest in Delaware North. The Company supplied beverages to Delaware North as its preferred beverage supplier in 2008. In addition, the Company has a sponsorship agreement with Delaware North relating to the TD Banknorth Garden in Boston.Boston, which was renewed in 2009 for an additional period of five years. In 2008,2009, the Company paid Delaware North and its subsidiaries approximately $2.6 million$749,000 in marketing and sponsorship payments in the ordinary course of business. In 2008,2009, Delaware North and its subsidiaries made payments totaling approximately $4.8$2.7 million to the Company directly and through bottlers and other agents to purchase fountain syrups and other products in the ordinary course of business. The Company has had a relationship with Delaware North for more than 75 years. In the opinion of management, the terms of the agreementssponsorship agreement are fair and reasonable and as favorable to the Company as those whichthat could have been obtained from unrelated third parties at the time of the execution of the agreements. Mr. Robinson receives no benefit from this relationship.

            agreement.

          Peter V. Ueberroth

          A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the NBA. The Company and the NBA have entered into a marketing agreement. The Company made payments totaling approximately $11.9$17.6 million to the NBANBA’s affiliated companies in 20082009 for marketing, media placement, advertising, and sponsorship in the ordinary course of business. The Company has had a relationship with the NBA since the late 1980's.1980’s. In the opinion of management, the terms of the agreement are fair and reasonable. Mr. Ueberroth receives no benefit
          Berkshire Hathaway Inc. (“Berkshire Hathaway”)
          Berkshire Hathaway’s holdings constituted approximately 8.68% of the Company’s outstanding Common Stock as of February 22, 2010. Business Wire, Inc. (“Business Wire”) is a wholly owned subsidiary of Berkshire Hathaway. In 2009, the Company paid approximately $132,000 to Business Wire to disseminate news releases for the Company in the ordinary course of business. This business relationship was in place prior to Berkshire Hathaway’s acquisition of Business Wire in 2006, is fair


          31

          and reasonable, and is on terms as favorable to the Company as those that could have been obtained from this relationship.

          unrelated third parties.

          FlightSafety International, Inc. (“FlightSafety”) is a wholly owned subsidiary of Berkshire Hathaway. In addition,August 2009, the Company agreed to a brother of Mr. Ueberroth is an executive officer, directornew five-year agreement with FlightSafety to provide pilot training services to the Company. FlightSafety continues to provide flight attendant and majority owner of Preferred Hotel Group. Themechanic training services to the Company and Preferred Hotel Group haveunder a five-year agreement entered into a beverage marketing agreement. Thein March 2006. In 2009, the Company made payments totalingpaid FlightSafety approximately $205,000$673,000 for providing pilot, flight attendant and mechanic training services to Preferred Hotel Group in 2008 for beverage marketing servicesthe Company in the ordinary course of business. In the opinion of management, the terms of the agreementFlightSafety agreements pursuant to which these services are provided are fair and reasonable, and as favorable to the Company as those whichthat could have been obtained from unrelated third parties. Mr. Ueberroth receives no benefit from this relationship.

            Berkshire Hathaway

                 Berkshire Hathaway's holdings constituted approximately 8.64%parties at the time of the Company's outstanding Common Stock asexecution of February 23, 2009. McLane Company,the agreements.

          International Dairy Queen, Inc. ("McLane"(“IDQ”) is a wholly owned subsidiary of Berkshire Hathaway. In 2008, McLane made payments totaling approximately $137 million to the Company to purchase fountain syrup and other products in the ordinary course of business. Also in 2008, McLane received from the Company approximately $7.8 million in agency commissions, marketing payments and other fees relating to the sale of the Company's products to customers in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway's acquisition of McLane in 2003, is fair and reasonable, and is on terms substantially similar to the Company's relationships with other customers.

                 International Dairy Queen, Inc. ("IDQ") is a wholly owned subsidiary of Berkshire Hathaway. In 2008,2009, IDQ and its subsidiaries made payments totaling approximately $2.0$2.1 million to the Company directly and through bottlers and other agents to purchase fountain syrup and other products for its corporate stores in the ordinary course of business. Payments from franchised stores are not included. Also in 2008,2009, IDQ and its subsidiaries received promotional and marketing incentives based on the volume of both corporate and franchised stores, totaling approximately $1.7$1.5 million from the Company and its subsidiaries in the ordinary course of business. This business relationship was in



          place for many years prior to Berkshire Hathaway'sHathaway’s acquisition of IDQ, is fair and reasonable, and is on terms substantially similar to the Company'sCompany’s relationships with other customers.

                 FlightSafety International,

          McLane Company, Inc. ("FlightSafety"(“McLane”) is a wholly owned subsidiary of Berkshire Hathaway. In 2008,2009, McLane made payments totaling approximately $145.5 million to the Company paid FlightSafety approximately $854,000 for providing pilot, flight attendantto purchase fountain syrup and mechanic training services to the Companyother products in the ordinary course of business. InAlso in 2009, McLane received from the opinion of management,Company approximately $5.5 million in agency commissions, marketing payments and other fees relating to the termssale of the FlightSafety agreement under which these services are provided are fair and reasonable, and as favorableCompany’s products to the Company as those which could have been obtained from unrelated third parties at the time of the execution of the agreement.

                 XTRA Lease LLC ("XTRA") is a wholly owned subsidiary of Berkshire Hathaway. In 2008, the Company paid approximately $187,000 to XTRA for the rental of trailers used to transport and store productcustomers in the ordinary course of business. In the opinionThis business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of management, the terms of the lease are fair and reasonable, and as favorable to the Company as those which could have been obtained from unrelated third parties at the time of the execution of the lease.

                 Berkshire Hathaway holds a significant equity interestMcLane in Moody's Corporation ("Moody's"). In 2008, the Company paid fees of approximately $240,000 to a subsidiary of Moody's for rating our commercial paper programs and for other services in the ordinary course of business. The relationship with Moody's2003, is fair and reasonable, and is on terms substantially similar to the Company'sCompany’s relationships with similar companies.

          other customers.

          Berkshire Hathaway also holds a significant equity interest in American Express Company ("(“American Express"Express”). In 2008,2009, the Company paid fees of approximately $620,000$410,000 for credit card memberships, business travel and other services in the ordinary course of business to American Express or its subsidiaries. The Company received from American Express approximately $977,000$1.1 million in rebates and incentives in the ordinary course of business. The relationship with American Express is fair and reasonable.

                 Business Wire, Inc. ("Business Wire") is

          Berkshire Hathaway holds a wholly owned subsidiary of Berkshire Hathaway.significant equity interest in Moody’s Corporation (“Moody’s”). In 2008,2009, the Company paid approximately $163,000fees of $262,000 to Business Wire to disseminate news releasesa subsidiary of Moody’s for rating our commercial paper programs. Also in 2009, the Company paid fees of $875,000 to a subsidiary of Moody’s for rating the Company’s offering of debt securities. The relationship with Moody’s is fair and reasonable and is on terms substantially similar to the Company’s relationships with similar companies.
          Berkshire Hathaway also holds a significant equity interest in The Washington Post Company (“Washington Post”). In 2009, the Company paid fees of approximately $313,000 to Washington Post for print media advertising in the ordinary course of business. This businessThe relationship was in place prior to Berkshire Hathaway's acquisition of Business Wire in 2006,with Washington Post is fair and reasonable, and is on terms as favorable to the Company as those whichthat could have been obtained from unrelated third parties.


          32

          BlackRock, Inc.
          BlackRock, Inc.’s holdings constitute approximately 5.42% of the Company’s outstanding Common Stock as of February 22, 2010. TheCoca-Cola Company Master Retirement Trust (the “Trust”), a trust established by the Company for purposes of providing retirement benefits under certain employee benefit plans, and BlackRock Realty Advisors, Inc., a subsidiary of BlackRock, Inc., have entered into an investment management agreement. Certain assets of the Company’s U.S. defined benefit pension plans (the “Trust Assets”) are invested in the BlackRock Granite Property Fund, Inc. (the “Fund”), an investment fund which is managed by BlackRock Realty Advisors, Inc. In 2009, the Trust paid fees of approximately $473,000 to BlackRock Realty Advisors, Inc. for its services as an investment manager to the Company’s U.S. defined benefit pension plans in the ordinary course of business. The Trust Assets have been invested in the Fund since the 1990s, when it was managed by an entity that was acquired by BlackRock, Inc. in 2006. The relationship with BlackRock Realty Advisors, Inc. is fair and reasonable and is on terms substantially similar to the Company’s relationship with other investment managers.
          Approval of Related Person Transactions

          Our policies and procedures regarding related person transactions are in writing in the committee charters for the Committee on Directors and Corporate Governance and the Audit Committee, and in our Codes of Business Conduct. These documents can be found on the Company'sCompany’s website,www.thecoca-colacompany.com, under the Investors'“Investors’’ section.

          A "Related“Related Person Transaction"Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and, as relates to Directors or shareowners who have an ownership interest in the Company of more than 5%, the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. Under our policy, there is no threshold amount applicable to Executive Officers with regard to Related Person Transactions.
          A “Related Person” means:
          • any person who is, or at any time during the applicable period was, a Director of the Company or a nominee for Director or an Executive Officer;
          • any person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock;
          • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law of the Director, nominee for Director, Executive Officer or more than 5% beneficial owner of the Common Stock, and any person (other than a tenant or employee) sharing the household of such Director, nominee for Director, Executive Officer or more than 5% beneficial owner of the Common Stock; and
          • any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.


          33

                 A "Related Person" means:


              •
              any person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock;

              •
              any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Director, nominee for Director, Executive Officer or more than 5% beneficial owner of the Common Stock, and any person (other than a tenant or employee) sharing the household of such Director, nominee for Director, Executive Officer or more than 5% beneficial owner of the Common Stock; and

              •
              any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

              Related Person Transactions Involving Directors

            In general, the Company will enter into or ratify Related Person Transactions only when the Board of Directors, acting through the Committee on Directors and Corporate Governance, determines that the Related Person Transaction is reasonable and fair to the Company.

            When a new Related Person Transaction is identified, it is brought to the Committee on Directors and Corporate Governance to determine if the proposed transaction is reasonable and fair to the Company. The Committee on Directors and Corporate Governance considers, among other things, the evaluation of the transaction by employees directly involved and the recommendation of the Chief Financial Officer.

            However, many transactions that constitute Related Person Transactions are ongoing and some arrangements predate any relationship with the Director or predate the Director'sDirector’s relationship with the Company. For example, ACI'sACI’s lease of space at 711 Fifth Avenue predates Mr. Herbert Allen'sAllen’s service as a Director and was in place when the Company acquired the property as part of the purchase of Columbia Pictures in 1982.

            When a transaction is ongoing, any amendments or changes are reviewed and the transaction is reviewed annually for reasonableness and fairness to the Company.

            Identifying possible Related Person Transactions involves the following procedures in addition to the completion and review of the customary Directors'Directors’ Questionnaires.

            The Company annually requests each Director to verify and update the following information:

              •
              a list of entities where the Director is an employee, director or executive officer;

              •
              each entity where an immediate family member of a Director is an executive officer;

              •
              each firm, corporation or other entity in which the Director or an immediate family member is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and

              •
              each charitable or non-profit organization where the Director or an immediate family member is an employee, executive officer, director or trustee.

            • a list of entities where the Director is an employee, director or executive officer;
            • each entity where an immediate family member of a Director is an executive officer;
            • each firm, corporation or other entity in which the Director or an immediate family member is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and
            • each charitable or non-profit organization where the Director or an immediate family member is an employee, executive officer, director or trustee.
            A nominee for Director also is required to provide the Company with the foregoing information.


              Related Person Transactions Involving Executive Officers

            Likewise, each Executive Officer is required to complete an Executive Officers'Officers’ Questionnaire annually. In addition, any Related Person Transaction involving an Executive Officer must be preapproved by the Chief Executive Officer. Any such transaction involving the Chief Executive Officer must be submitted to the Audit Committee for approval.

            Related Person Transactions Involving Shareowners With More Than Five Percent5% Ownership

            The process for evaluating transactions involving a shareowner who has an ownership interest of more than 5% is essentially the same as that employedused for Directors, except that the transactions are submitted to the Audit Committee for approval. The Company annually requests that a shareowner (other than a passive investor) who has an ownership interest of more than 5% is requested to complete a Principal Shareowner Questionnaire that is similar to the questionnaires completed by Directors and Executive Officers.


            34

              Verification Process

            When the Company receives the requested information, the Company compiles a list of all such persons and entities, including all subsidiaries of the entities identified. The Office of the Secretary reviews the updated list and expands the list if necessary, based on a review of SEC filings, Internet searches and applicable websites.

            Once the list of persons and entities, generally totaling approximately 2,2002,300 entities when shareowners who have an ownership interest of more than 5% are included, has been reviewed and updated, it is distributed within the Company to identify any potential transactions. This list also is sent to each of the Company'sCompany’s approximately 330318 accounting locations to be compared to payments and receipts.

            All ongoing transactions, along with payment and receipt information, are compiled for each person and entity. The information is reviewed and relevant information is presented to the Committee on Directors and Corporate Governance or the Audit Committee, as the case may be, in order to obtain approval or ratification of the transactions and to review in connection with its recommendations to the Board on the independence determinations of each Director.


            DIRECTOR COMPENSATION
            Directors who also serve as employees of the Company do not receive payment for services as Directors. The Committee on Directors and Corporate Governance is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to fees and retainers paid to Directors for Board, Committee and Committee Chair services. Under the Committee’s charter, the Committee is authorized to engage consultants or advisors in connection with its compensation review and analysis. The Committee did not engage any consultants in 2009.
            In making non-employee Director compensation recommendations, the Committee on Directors and Corporate Governance takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the forms of compensation paid to directors by comparable corporations. The Board reviews the Committee’s recommendations and determines the form and amount of Director compensation.
            The current compensation program for non-employee Directors, TheCoca-Cola

            Company Compensation and Deferred Compensation Plan for Non-Employee Directors (the “Directors’ Plan”), has been in effect since January 1, 2009. The Board believes that non-employee Director compensation should be designed:

            • to align Directors’ interests with the long-term interests of shareowners;
            • to link a significant portion of the compensation to our Common Stock;
            • in a way that is simple, transparent and easy for shareowners to understand; and
            • in a manner that is fair based on the work required of directors serving an entity of the Company’s size and scope.
            Prior Directors’ Plan
            In 2006, the Board of Directors adopted the Prior Directors' Plan. Compensation Plan for Non-Employee Directors of TheCoca-Cola Company, which was amended on December 13, 2007 (the “Prior Directors’ Plan”).


            35

            The Prior Directors'Directors’ Plan, which was effective through December 31, 2008, ties the Directors'Directors’ annual pay to the Company'sCompany’s performance over a three-year period. IfFor all of the performance goals are not met,periods, the Directors receive nothing for that yearBoard set a target of service. No meeting, attendance or committee chair fees are paid under8% compound annual growth in comparable earnings per share. For the Prior Directors' Plan. Executive Officers do not play any role in determining or recommending the amount of Director compensation. The performance plan for 2006 compensation (the 2006–2008 performance period) has been completed. Two performance plans, oneperiod, the Company’s 2005 comparable earnings per share of $2.17 was used as the base for 2007 compensation (thethis calculation. For the 2007–2009 performance period) and oneperiod, the Company’s 2006 comparable earnings per share of $2.37 was used as the base for 2008 compensation (thethis calculation. For the 2008–2010 performance period), are in progress. The completed planperiod, the Company’s 2007 comparable earnings per share of $2.70 is used as the base for 2006 compensation paid out in February 2009. This was the first payment made to Directors, other than new or retiring Directors, since 2005.

            New Directors' Plan

                   In February 2009, the Directors changed the Prior Directors' Plan. Beginning in 2009, Directors will be credited with $125,000 in share units that pay out in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board. The value of these share units is tied to the long-term performance of Company


            Common Stock. Directors also will receive $50,000 in cash annually and each Committee Chair will receive an additional $20,000 in cash. The Directors believe that the new Directors' Plan:

              •
              ties the majority of Directors' compensation to shareowner interests because the value of the units fluctuates up or down depending on the stock price;

              •
              focuses on the long term, since the share units are not paid until the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board;

              •
              eliminates any perceived conflict of interest and perceived increased risk around certification of results; and

              •
              is simple to understand and communicate.

            The two three-yearthis calculation. For all performance periods, under the Prior Directors' Plan currently in progress will continue according to their terms. The new Directors' Plan represents no increase in the amount awarded, exceptcalculation of comparable earnings per share growth is adjusted for Committee Chair fees. The total compensation initially credited under the new Directors' Plan is less than the amount paid out for 2006 service, as shown on page 31.

            Prior Directors' Plan

                   The following questionssignificant structural changes, accounting changes and answers concern the Prior Directors' Plan in place before 2009. The last performance period under this plan ends December 31, 2010.

            How did the Prior Directors' Plan work?

            non-recurring charges and gains.

            Under the Prior Directors'Directors’ Plan, every year, each Director, except a new Director, was credited with share units as compensation for that year. The number of share units waseach year in an amount equal to the number of shares of Common Stock that could be purchased for $175,000 on the first daydate of the first regularly-scheduled Boardboard meeting whichthat occurred in February, with $175,000. The Board of Directors, with input from the Committee on Directors and Corporate Governance, set a performance goal for a three-year period. If the performance goal is met at the end of the three-year period, the Directors are paid in cash an amount equal to the number of units multiplied by the market value of a share of Common Stock on the date the Audit Committee certifies performance results. If the goal is not met, no payment is made.February. When a dividend is paid on Common Stock, the number of units is increased by the number of shares of Common Stock that could be purchased with the amount of the dividend on the dividend payment date.

            What happens if a Director leaves If the Board beforeperformance goal is met at the end of the three-year period?

                   Theperiod, each participating Director is paid in cash an amount equal to the number of units multiplied by the fair market value of a share units do not vest upon termination of service as a Director. If a Director does not continue to serve as a Director, the share units credited to his or her account for each performance period in progress are prorated basedCommon Stock on the amount of time indate the Audit Committee certifies performance period he or she served as a Director. Thus,results. If performance goals are not met, the Directors receive nothing for example, if a Director leaves after the firstthat year of the performance period, he or she would be entitled to one-third of the payment madeservice. Pursuant to the Directors who served for the entire three-year period. Any Director who leaves prior to the endterms of the performance period would receive such prorated payment only after the three-year performance period had ended and only if the performance goal had been met.

            How werethis plan, new Directors treated?

                   The Board determined that new Directors would bewere paid $175,000 in cash for their first 12twelve months of service and thenthereafter were eligible to participate in the performance portion of this plan.

            In February 2009, the Audit Committee reviewed and certified the Company’s comparable earnings per share performance for the 2006–2008 performance period. Each Director participating in the Prior Directors'Directors’ Plan on

            for that performance period was credited with 4,587 share units as of February 18, 2009 and earned $195,617 for 2006 compensation.


            In February 2010, the same terms asAudit Committee reviewed and certified that the performance target of 8% compound comparable earnings per share growth for the 2007–2009 performance period was achieved. As of February 17, 2010, each Director participating in the Prior Directors’ Plan for this performance period, other Directors. For example,than Ms. Herman, joinedhad accrued 3,986 share units for 2007 compensation. Based on the Boardaverage of the high and low prices of the Common Stock on February 17, 2010, these Directors earned $219,861 for this performance period upon the Board’s authorization of payout on February 18, 2010. As a new 2007 Director, Ms. Herman was not eligible to participate in October 2007. Shethe performance portion of this plan. Mr. Wallenberg and Ms. Lagomasino did not participate in the 2007–2009 performance plan because they became Directors in 2008.
            The performance plan for 2008 compensation (the 2008–2010 performance period) is the final plan in progress under the Prior Directors’ Plan and will pay out in February 2011, if the performance criterion is met. Currently, it is not known whether the target for this period will be met. As of the end of 2009, we believed it was not probable that the target would be achieved for this period based on performance through 2009. The volatility in the global economic environment and the impact of currency over the remaining year of the performance period will have a significant impact on whether or not the program ultimately pays out.


            36

            2009 Annual Compensation
            Under the Directors’ Plan, 2009 annual compensation of $175,000 was paid $175,000or credited to each non-employee Director. Of this amount, $50,000 (or approximately 29%) was paid in cash in quarterly installments over the first 12-month period of service. In October 2008, sheand $125,000 (or approximately 71%) was credited within deferred share units (“DSUs”). Non-employee Directors have the option of deferring all or a proratedportion of their cash compensation in DSUs. The number of share unitsDSUs is equal to the number of shares of Common Stock that could be purchased for $125,000 based on the 2008–2010 performance period.

            Could the Directors defer anyaverage of the payment they receive?

                   Non-managementhigh and low prices of a share of Common Stock on April 1st (or the next business day if April 1st is not a business day). Each DSU is equal in value to a share of Common Stock, but does not have voting rights. DSUs are credited with hypothetical dividends to the extent dividends on Common Stock are received by shareowners. The DSUs will be paid out in cash to non-employee Directors may have elected to defer receipt of all or part of the cash settlement of the share units, if earned, untilon the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board. A Director couldDirectors may elect to take their DSU cash payment in a lump sum or in up to five annual installments. If a Director defers the payout of the share units, the amount that would have been paid is credited to an account under the Directors' Plan. Share units are credited with hypothetical dividends and appreciate (or depreciate) as would an actual share of Common Stock. The Directors' accounts are paid in cash. The Directors' Plan does not provide for above market or preferential earnings on deferrals (as those terms are defined by the SEC).

            How are the plans in progress performing?

                   As of December 31, 2008, there were three performance periods ongoing under the Prior Directors' Plan: the 2006–2008 performance period for 2006 compensation, the 2007–2009 performance period for 2007 compensation, and the 2008–2010 performance period for 2008 compensation. For the 2008–2010 performance period, the share units were credited based on the value of Common Stock on February 21, 2008. The number of units initially credited for the 2008–2010 performance period to each participating Director was 3,010.

                   For all of the performance periods, the Board set a target of 8% compound annual growth in comparable earnings per share. For the 2008–2010 performance period, the Company's 2007 comparable earnings per share of $2.70 is used as the base for this calculation. For the 2007–2009 performance period, the Company's 2006 comparable earnings per share of $2.37 is used as the base for this calculation. For the 2006–2008 performance period, the Company's 2005 comparable earnings per share of $2.17 is used as the base for this calculation. For all performance periods, the calculation of comparable earnings per share growth is adjusted for significant structural changes, accounting changes, and non-recurring charges and gains. The Audit Committee must approve and certify any adjustments. These adjustments are intended to provide a consistent year-to-year comparison.

                   In February 2009, the Audit Committee reviewed and certified the Company's comparable earnings per share performance for the 2006–2008 performance period. The Audit Committee certifiedbelieves that the performance target of 8% compound comparable earnings per share growth was achieved. Each Director participating in the plan for this performance period was credited with 4,587 share units as of February 18, 2009. Based on the average of the high and low prices of Company Common Stock on February 18, 2009, Directors earned $195,617 for this performance period upon the Board's authorization of payout on February 19, 2009. These Directors received no cash compensation in 2006, 2007 or 2008.

                   In February 2010, the Audit Committee will review and certify the Company's comparable earnings per share performance for the 2007–2009 performance period. In February 2011, the Audit Committee will review and certify the Company's comparable earnings per share performance for the 2008–2010 performance period. Currently, it is not known whether the targets for both periods will be met. As of the end of 2008, we believed it was probable that the targets would be achieved for both periods based on performance through 2008. However, the volatility in the global economic

            Directors’ Plan:

            environment and the impact of currency over the remaining years of the performance periods will have a significant impact on whether or not the programs ultimately pay out.

                   As of December 31, 2008, each Director, except Ms. Herman, who began her service as a Director in 2007 and Mr. Wallenberg and Ms. Lagomasino, who began their service as Directors in 2008, had 11,545 total share units, which relate to the three performance periods, as follows:



            		Performance Period

            		Share Units as of
            December 31, 2008

            		Payment Date

             • 2006–2008 Performance Periodties the majority of Directors’ compensation to shareowner interests because the value of the units fluctuates up or down depending on the stock price;4,587February 2009*
             
             • 2007–2009 Performance Period3,860February 2010, iffocuses on the performance goal is metlong term, since the share units are not paid until the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board;
             
             • 2008–2010 Performance Periodis simple to understand and communicate; and
             • 3,098February 2011, ifis equitable based on the performance goal is metwork required of directors serving an entity of the Company’s size and scope.
              *
              Payment for 2006 was certified in February 2009. Payment earned by
              In addition, each eligiblenon-employee Director was valued at $195,617, representing 4,587 share units.


            2008 Director Compensation

             
             
            		 Name
            (a)
            		  
            		 Fees
            Earned
            or Paid
            in Cash
            ($)
            (b)
            		  
            		 Stock
            Awards
            ($)
            (c)
            		  
            		 Option
            Awards
            ($)
            (d)
            		  
            		 Non-Equity
            Incentive Plan
            Compensation
            ($)
            (e)
            		  
            		 Change in
            Pension Value
            and
            Nonqualified
            Deferred
            Compensation
            Earnings
            ($)
            (f)
            		  
            		 All Other
            Compensation
            ($)
            (g)
            		  
            		 Total
            ($)
            (h)
            		  
               Herbert A. Allen   $0   $111,934   $0   $0   $0   $3   $111,937  
               Ronald W. Allen    0    111,934     0     0     0    614    112,548  
              Cathleen P. Black    0    111,934     0     0     0    357    112,291  
              Barry Diller    0    111,934     0     0     0    614    112,548  
              Alexis M. Herman    131,250    11,815     0     0     0    3    143,068  
              Donald R. Keough    0    111,934     0     0     0    3    111,937  
              Maria Elena Lagomasino    43,750    0     0     0     0    1    43,751  
              Donald F. McHenry    0    111,934     0     0     0    1,036    112,970  
              Sam Nunn    0    111,934     0     0     0    32,933    144,867  
              James D. Robinson III    0    111,934     0     0     0    21,036    132,970  
              Peter V. Ueberroth    0    111,934     0     0     0    13,354    125,288  
              Jacob Wallenberg    175,000    0     0     0     0    3    175,003  
              James B. Williams    0    111,934     0     0     0    16,095    128,029  

                   No employee who servesserved as a Committee Chair in 2009 received an additional $20,000 in cash. Directors do not receive fees for attending Board or committee meetings. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.


            37

            2009 Director Compensation
                                                
                           Change in
            		      
                           Pension Value
            		      
                           and
            		      
               Fees
            		           Nonqualified
            		      
               Earned
            		        Non-Equity
            		  Deferred
            		      
               or Paid
            		  Stock
            		  Option
            		  Incentive Plan
            		  Compensation
            		  All Other
            		   
               in Cash
            		  Awards
            		  Awards
            		  Compensation
            		  Earnings
            		  Compensation
            		  Total
            Name
            		  ($)
            		  ($)
            		  ($)
            		  ($)
            		  ($)
            		  ($)
            		  ($)
            (a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)
             Herbert A. Allen  $50,000   $125,000   $0   $0   $0   $3   $175,003 
             Ronald W. Allen   50,000    125,000    0    0    0    614    175,614 
             Cathleen P. Black   70,000    125,000    0    0    0    357    195,357 
             Barry Diller   50,000    125,000    0    0    0    614    175,614 
             Alexis M. Herman   50,000    125,000    0    0    0    403    175,403 
             Donald R. Keough   70,000    125,000    0    0    0    0    195,000 
             Maria Elena Lagomasino   50,000    125,000    0    0    0    3    175,003 
             Donald F. McHenry   70,000    125,000    0    0    0    21,036    216,036 
             Sam Nunn   50,000    125,000    0    0    0    33,906    208,906 
             James D. Robinson III   70,000    125,000    0    0    0    11,036    206,036 
             Peter V. Ueberroth   70,000    125,000    0    0    0    21,906    216,906 
             Jacob Wallenberg   50,000    125,000    0    0    0    3    175,003 
             James B. Williams   70,000    125,000    0    0    0    21,274    216,274 
                                                
            E. Neville Isdell served as the executive Chairman of the Board of Directors from January 2009 through April 2009 when he retired. No compensation information is paidincluded in the table above for those services.

            Mr. Isdell because in 2009 he was an executive officer of the Company, other than a Named Executive Officer (as defined on page 40), who did not receive any additional compensation for his services as a Director.

            Fees Earned or Paid in Cash (Column (b))

                   Ms. Herman, Ms. Lagomasino and Mr. Wallenberg received

            As required under the terms of the Directors’ Plan, $50,000 of the $175,000 annual retainer was paid in cash payments for services in 2008. As newto each of the non-employee Directors they received cash compensation for their first twelve months of service instead of participatingnamed in the performance portiontable above for 2009 Board service. Each of the Prior Directors' Plan, as describedMs. Black and Messrs. Keough, McHenry, Robinson, Ueberroth and Williams received an additional $20,000 in the narrative above. Ms. Herman's first year of service ended in October 2008, so she also received a prorated


            number of share unitscash for the 2008–2010 performance period. Ms. Lagomasino and Mr. Wallenberg, who began their service as Directors in 2008, received only cash in 2008. The amounts reported in the Fees Earned or Paid in Cash column reflect the cash amounts paid for 2008.

            2009 Committee Chair service.

            Stock Awards (Column (c))

            The amounts reported in the Stock Awards column reflect the expensegrant date fair value associated with each Directors' share unitsDirector’s DSUs under the Prior Directors'Directors’ Plan, calculated in accordance with the provisions of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), "Share Based Payment" ("FAS 123R"Codification 718, Compensation – Stock Compensation (“FASB Topic 718”). Even though the units may be forfeited, the amounts reported do not reflect this contingency. The amounts reported reflect the expense for a portion of each of the three performance periods since the three-year performance periods overlap. For all Directors with share units, other than Ms. Herman, the total amount represents $46,759 for the 2006–2008 performance period, $39,801 for the 2007–2009 performance period and $25,374 for the 2008–2010 performance period. The expense is recorded if the Company determines that it is probable that the performance goal will be met. The value of the share unit awards for the 2008–2010 performance period on the grant date (February 21, 2008) was $175,000. Ms. Herman received a prorated number of share units valued on the grant date (October 18, 2008) at $35,479, with an accounting expense for 2008 of $11,815.

            All Other Compensation (Column (g))

            The amounts reported in the All Other Compensation column reflect, where applicable, the premiums for business travel accident insurance, life insurance (including accidental death and


            38

            dismemberment coverage), medical and dental insurance, and Company matching gifts to non-profit organizations for Directors who participated in that program.

            For Directors who elected coverage prior to 2006, the Company provides health and dental insurance coverage on the same terms and cost as available to U.S. employees and life insurance coverage, which includes $30,000 term life insurance and $100,000 group accidental death and dismemberment insurance. The premiums for life insurance (including accidental death and dismemberment) were: for each of Messrs. Ronald Allen Diller and NunnDiller $611; for Ms. Black $354; and for each of Messrs. McHenry, Nunn, Robinson, Ueberroth and Williams $1,033. Group travel accident insurance coverage of $200,000 is provided to all Directors while traveling on Company business, at a Company cost of $3 per Director. The total cost for these insurance benefits to all of the non-managementnon-employee Directors in 20082009 was $36,052.

            $42,759.

            The Directors are eligible to participate in the Company'sCompany’s matching gifts program, which is the same program available to all U.S. based employees and retirees. In 2008,2009, this program matched up to $10,000 of charitable contributions to tax-exempt arts, cultural, environmental or educational organizations, on a two for one basis. The total cost of matching contributions on behalf of the non-managementnon-employee Directors for 20082009 was $50,000.$68,000. Mr. Nunn'sNunn’s and Mr. Robinson'sMcHenry’s designated charities received $20,000 each. Mr. Williams'Robinson’s and Mr. Williams’ designated charities received $10,000 each. Mr. Ueberroth’s designated charity received $10,000.

            $8,000.

            The Company also provides its products to Directors. The total cost of Company products provided during 20082009 to all of the non-managementnon-employee Directors was approximately $12,500,$16,040, which is not reflected in the table.



            39

            OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY
            Directors and Executive Officers
            The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each individual named in the Summary Compensation Table on page 65 (the “Named Executive Officers”), and our Directors and Executive Officers as a group, all as of February 22, 2010.
                     
              Aggregate Number
            		  Percent of
            		 
              of Shares
            		  Outstanding
            		 
            Name Beneficially Owned  Shares19 
             
            Herbert A. Allen  8,853,3201  * 
            Ronald W. Allen  12,0002  * 
            Cathleen P. Black  10,2003  * 
            Barry Diller  1,011,0004  * 
            Alexis M. Herman  1,0005  * 
            Donald R. Keough  5,040,9386  * 
            Maria Elena Lagomasino  2,0007  * 
            Donald F. McHenry  25,9198  * 
            Sam Nunn  1,0009  * 
            James D. Robinson III  61,92510  * 
            Peter V. Ueberroth  61,00011  * 
            Jacob Wallenberg  1,0007  * 
            James B. Williams  99,717,48612  4.33% 
            Muhtar Kent  1,309,21813  * 
            Alexander B. Cummings, Jr.   1,127,87214  * 
            Gary P. Fayard  1,648,75215  * 
            Irial Finan  836,24116  * 
            José Octavio Reyes  1,300,20917  * 
            All Directors and Executive Officers as a Group (28 Persons)  125,193,12118  5.41% 
            * Less than 1% of issued and outstanding shares of Common Stock.
            1 Includes 2,847,920 shares held by ACI and 5,400 shares held in three trusts in which Mr. Allen, in each case, is one of five trustees. Does not include 18,348 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.


            40

            2 Includes 2,000 shares held by Mr. Allen’s wife. Mr. Allen has disclaimed beneficial ownership of such shares. Does not include 17,135 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            3 Includes 10,200 shares jointly held with Ms. Black’s husband. Does not include 40,217 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            4 Does not include 23,787 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            5 Does not include 2,917 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 808 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            6 Includes 6,000 shares held by a trust of which a management company in which Mr. Keough holds a significant interest is the trustee. Also includes 131,000 shares held by a foundation of which he is one of eight trustees. Mr. Keough disclaims beneficial ownership of these 137,000 shares held by the trust and the foundation. Also includes 366,600 shares held by two limited liability companies in which Mr. Keough’s children hold a majority of the economic interest. Mr. Keough and his wife have investment control over these shares. Mr. Keough disclaims beneficial ownership of these 366,600 shares except to the extent of his pecuniary interest therein. Does not include 15,585 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            7 Does not include 2,917 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.
            8 Includes 520 shares held by Mr. McHenry’s grandchildren. Does not include 19,939 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            9 Does not include 34,764 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include


            41

            3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            10 Includes 29,698 shares held by a trust of which Mr. Robinson is a co-trustee. Does not include 1,580,000 shares held by a trust of which Mr. Robinson is a beneficiary with no voting or investment power. Does not include 34,534 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            11 Includes 22,000 shares held by a trust of which Mr. Ueberroth is one of two trustees and a beneficiary, 10,000 shares held by his wife and 8,000 shares held by a foundation of which he is one of six directors. Does not include 44,502 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            12 Includes 83,880,786 shares held by four foundations of which Mr. Williams is, in all cases, one of five trustees, and 15,786,700 shares held by a foundation of which he is one of three trustees. Does not include 58,376 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.
            13 Includes 30,104 shares credited to Mr. Kent’s accounts under The Coca-Cola Company Thrift & Investment Plan (the “Thrift Plan”), 97,387 shares of restricted stock, 50,000 shares that are subject to performance criteria and 1,121,526 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 9,280 share units credited to his account under The Coca-Cola Company Supplemental Thrift Plan (the “Supplemental Thrift Plan”), which are settled in cash after retirement.
            14 Includes 6,961 shares credited to Mr. Cummings’ accounts under the Thrift Plan, 83,607 shares of restricted stock, and 989,852 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 6,939 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.
            15 Includes 8,317 shares credited to Mr. Fayard’s accounts under the Thrift Plan, 107,217 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 1,451,471 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 9,985 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.
            16 Includes 82,125 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 705,261 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 5,837 share


            42

            units credited to Mr. Finan’s account under TheCoca-Cola Export Corporation International Thrift Plan (the “International Thrift Plan”), which are settled in cash after retirement.
            17 Includes 103,116 shares held by a trust in which Mr. Reyes has an indirect beneficial interest. Also includes 1,109,043 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 88,050 unvested restricted stock units, which will be settled in shares upon vesting, and 822 share units credited to Mr. Reyes’ account under the International Thrift Plan, which are settled in cash after retirement.
            18 Includes 574,847 shares of restricted stock, 184,000 shares that are subject to performance criteria, 8,923,642 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010 and 95,589 shares credited to accounts under the Thrift Plan. Does not include 315,938 share units deferred under the Directors’ Plan, 32,798 share units credited under the Prior Directors’ Plan which are subject to the achievement of performance goals, 248,535 unvested restricted stock units, which will be settled in shares upon vesting, 16,223 share units credited to accounts under the International Thrift Plan and 50,265 share units credited to accounts under the Supplemental Thrift Plan.
            19 Share units credited under the Directors’ Plan, the Prior Directors’ Plan, the International Thrift Plan and the Supplemental Thrift Plan are not included as outstanding shares in calculating these percentages. Unvested restricted stock units, which will be settled in shares upon vesting, also are not included.
            Principal Shareowners
            Set forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5% of the issued and outstanding Common Stock.
                     
                Percent of Class
              Number of Shares
            		 as of
            Name and Address
            		 Beneficially Owned February 22, 20103
             
            Berkshire Hathaway Inc.1  200,000,000   8.68%
            3555 Farnam Street, Suite 1440        
            Omaha, Nebraska 68131        
                     
            BlackRock, Inc.2  124,937,129   5.42%
            40 East 52nd Street        
            New York, New York 10022        
            1 Berkshire Hathaway, a diversified holding company, has informed the Company that, as of December 31, 2009, it held an aggregate of 200,000,000 shares of Common Stock through subsidiaries.
            2 The information is based on a Schedule 13G filed by BlackRock, Inc. with the SEC on January 29, 2010 reporting beneficial ownership as of December 31, 2009. BlackRock, Inc. reported that it has sole voting and dispositive power with respect to these shares of Common Stock.
            3 The ownership percentages set forth in this column are based on the Company’s outstanding shares of Common Stock on February 22, 2010 and the assumption that each of the principal


            43

            shareowners continued to own the number of shares reflected in the table above on February 22, 2010.
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
            Executive Officers, Directors and certain persons who own more than 10% of the outstanding shares of Common Stock are required by Section 16(a) of the 1934 Act and related regulations:
            • to file reports of their ownership of Common Stock with the SEC and the NYSE; and
            • to furnish us with copies of the reports.
            We received written representations from each such person who did not file an annual statement on Form 5 with the SEC that no Form 5 was due. Based on our review of the reports and representations, we believe that all Section 16(a) reports were filed timely in 2009, except one. On February 12, 2010, one late Form 4 was filed with respect to the September 29, 2009 sale of 1,902 shares of Common Stock held by a trust where Mr. Robinson, a Director, serves asco-trustee with Wachovia Bank N.A.


            44


            COMPENSATION DISCUSSION AND ANALYSIS

            Overview

                   Despite challenging economic headwinds,

            Our compensation programs are designed to reward employees for producing sustainable growth for our shareowners and to attract and retain world-class talent. Most compensation for senior executives is tied to the Company’s performance and, therefore, is not guaranteed. If the Company in 2008 delivered strong operating performance. Specifically,or the executive does not perform, executives may receive only a fraction of their total direct compensation.
            In 2009, the Company achieved:

              •
              strongcontinued to deliver solid operating performance in line with our long-term growth targets despite global macroeconomic challenges. Specifically, in worldwide unit case volume of 5%;

              •
              operating income growth of 16% on a reported basis and 17% on a comparable basis; and

              •
              global volume and value share gains across key markets and categories.

                   Earnings per share declined 3% on a reported basis, primarily related to non-cash impairment charges at Coca-Cola Enterprises Inc., restructuring charges and asset write-downs. However, after considering these items impacting comparability, earnings per share grew 17% on a comparable basis. The Company's total shareowner return, representing2009, the change in share price plus dividends, was 21.3% forCompany achieved:

            • worldwide unit case volume growth of 3%;
            • comparable currency neutral operating income growth of 7%;
            • strong cash flow generation, with full-year cash from operations up 8% to $8.2 billion;
            • continued global nonalcoholic ready-to-drink beverage volume and value share gains; and
            • significant savings from productivity initiatives.
            In addition, the period 2005-2008. However, the Company'sCompany’s total return to shareowners, for 2008 was negative 23.8% versus 2007.

                   Executive compensation in 2008 reflected the solid operating performance of the Company, as well as the market downturn. Most of the compensation for Named Executive Officers varies with Company and individual performance. In addition, the value of the majority of the compensation for Named Executive Officers is tied to the price of Company stock. The Company's pay for performance philosophy was evident in the specific elements of compensation in 2008 as follows:

              •
              Annual Incentive.As described in detail beginning on page 38, the Compensation Committee, in order to protect shareowner interests, decided to pay discretionary bonuses to Named Executive Officers for 2008 rather than disclose confidential, competitively sensitive business information. In utilizing its discretion, the Compensation Committee considered a number of quantitative and qualitative factors, including, but not limited to, volume growth, earnings per share growth, global volume and value share gains and overall Company operating performance in the current economic climate. In addition, the Compensation Committee also considered performance against individual goals, as described beginning on page 39. The individual bonuses were above the target amount for each Named Executive Officer but significantly below the maximum payout as described on page 39. We do not intend to continue paying entirely discretionary bonuses. For 2009, we have changed the applicable performance measures under the Performance Incentive Plan of The Coca-Cola Company (the "Performance Incentive Plan") for Executive Officers. Incentives for Executive Officers for 2009 will be based on growth in comparable earnings per share and growth in volume.

              •
              Long-Term Rewards Program (Equity Compensation). Our equity compensation program, consisting of stock options and performance share units, is designed to tie the interests of our senior employees to the interests of shareowners.

                  Stock Options.    Because the Company'sreflecting stock price declined in 2008, 68% of outstanding stock options held by the Named Executive Officers were "underwater" as of December 31, 2008. This means that the grant priceappreciation and dividends, was approximately 30%, which was higher than the market priceaverage total shareowner return of the Common Stock and therefore those options had no current value. In addition, stock options grantedDow Jones Industrial Average companies.

            The Company’s performance was reflected in 1998 expiredelements of compensation earned or awarded to executives in October 2008 at a time when the grant price exceeded the market price of Common Stock. As a result 8,831,985 options, including 32,560 held by Named Executive Officers, expired unexercised. Our stock option plans prohibit repricing of options without shareowner approval and the Company has a clear position against repricing options.


                  Performance Share Units. At the end of 2008, the performance of the 2006–2008 Performance Share Units was achieved at the maximum level. However, we determined in 2008 that the 2007–2009 Performance Share Units were likely to pay out at a significantly lower level than was forecasted at the end of 2007. Because the predicted performance level was significantly lower, the Company reversed a portion of the accounting expense taken in 2007 related to the 2007–2009 Performance Share Units as required by FAS 123R. As detailed beginning on page 52, some accounting expense was reversed for all Named Executive Officers.

                   The Compensation Committee has been monitoring the ongoing global economic conditions. Although no significant changes were made in 2008 to the Company's overall compensation philosophy and structure, the Compensation Committee has determined that senior executives, including the Named Executive Officers, will not receive merit increases to base salary in 2009.

            follows:

            • Annual Incentive:  As described in further detail beginning on page 50, annual incentive amounts reflect the solid performance of the Company against volume and comparable earnings per share targets. However, no Named Executive Officer received the maximum payout.
            • Stock Options:  Due to the increase in the Company’s stock price, the intrinsic value of some outstanding stock options also increased. However, no Named Executive Officer exercised any stock options in 2009. As of February 22, 2010, 30% of the outstanding stock options held by Named Executive Officers remain “underwater,” including the special premium-priced options granted to Mr. Kent in 2008. Our stock option plans prohibit repricing of options without shareowner approval and the Company has a clear position against repricing options.
            • Performance Share Units:  As described in further detail on page 54, Company performance against economic profit growth targets resulted in the 2007–2009 performance share units being earned at just below the target level. Performance in 2009, most notably the impact of currency, also influenced the currently projected payout of the 2008–2010 performance share units at the threshold (50%) level.
            OverallOur Compensation Philosophy and ObjectivesRisk Considerations

            Philosophy
            Our compensation philosophy is to drive and support the Company's long-term goal of sustainable growth and total shareowner returnCompany’s business goals as set forth in the Company’s 2020 Vision, by paying for measurable performance and achievement of approved


            45

            individual goals. The 2020 Vision – produced based on collective input from bottlers, associates and other key stakeholders – is an action plan that sets forth a common set of strategies guiding theCoca-Cola system that we believe are essential in order for us to succeed in this changing environment over the next decade.
            Awards are made with due consideration to balancing risk and reward. By "sustainable growth," we mean investing in our long-term opportunities while meeting our short-term commitments.

                   We have a global compensation framework that is designed to ensure that we:

              •
              reinforce a high-performing culture;

              •
              develop our employees to their highest potential;

              •
              focus on those programs that will drive sustainable growth and that employees value; and

              •
              have a common and transparent approach for decision-making with respect to compensation decisions.

            We design our compensation programs to:

              •
              establish a clear connection between individual rewards, the performance of each of our employees (including the Named Executive Officers) and the Company's overall performance;

              •
              pay for performance and behaviors that reinforce the values underlying our "Manifesto for Growth,"
            • pay for performance and encourage behaviors that reinforce the values underlying the 2020 Vision, including leadership, collaboration, integrity, accountability, passion, diversity and quality;
            • reinforce a high-performing culture;
            • optimize our investment in our people by focusing on compensation programs that drive sustainable growth and that employees value;
            • establish a clear connection between the performance of each of our employees, including the Named Executive Officers; their rewards; and the Company’s overall performance; and
            • be transparent in intent and simple in design.
            We seek to provide the highest performing employees with the highest rewards. Executives are encouraged to meet both business goals and their personal goals, such as developing talent, achieving diversity, and quality;personal skills development.
            Risk Considerations

            •
            be transparent in intent and simple in design; and

            •
            optimize our investment in our people by investing in those plans that not only drive business performance but that are competitive and valued by our employees, including the Named Executive Officers.

            The Compensation Committee evaluatesreviews the risks and rewards associated with the Company's overallCompany’s compensation philosophy and structure. Management discusses with theprograms. The Compensation Committee designs compensation programs with features that mitigate risk without diminishing the routines that have been put in place to identifyincentive nature of the compensation. We believe our programs encourage and mitigate, as necessary, potential risks.reward prudent business judgment and appropriate risk-taking over the long term. With respect to specific elements of compensation:
            • Base salary does not encourage risk-taking as it is a fixed amount. Base salary is a relatively small percentage of total direct compensation for executives. We have not increased the relative weighting of base salary because we believe there is also risk to the Company if executives are too conservative.
            • The annual Performance Incentive Plan is designed to reward achievement of short-term results when measured against performance metrics. Plan design together with Board and management processes mitigate undue risk-taking. Specifically:
            • Multiple Performance Factors.  The Performance Incentive Plan uses multiple performance factors that encourage executives to focus on the overall health of the business rather than a single financial measure.
            • Award Cap.  The plan caps the maximum award payable to any individual as described on page 50.
            • Clawback Provision.  The Performance Incentive Plan allows the Company to recapture awards from current and former employees in certain situations, including restatement of financial results, as described on page 58.


            46

              •
              Base salary does not encourage risk-taking as it is a fixed amount.

              •
              The annual incentive plan is designed to reward achievement of short-term performance metrics. Through a combination of plan design and Board and management procedures, undue risk-taking is mitigated. Specifically, the plan has a cap on the award for any individual and


                constitutes a relatively small portion of total direct compensation for Executive Officers. Board and management procedures include
                • Management Processes.  Board and management processes are in place to oversee risk associated with the Performance Incentive Plan, including, but not limited to: monthly management review and quarterly review of business performance reviews by management and regular business performance review by the Audit Committee and the Company’s internal disclosure committee.

                • A number of factors mitigate risks inherent in long-term equity compensation, specifically:
                • Stock Ownership Guidelines.  The Company has substantial stock ownership requirements for senior executives, as described on page 63.
                • Retention of Shares.  Stock option grants in 2009 and 2010 contain a provision requiring any senior executive who has not met his or her ownership guidelines within the required period to retain all shares necessary to satisfy the guidelines after paying the exercise price and taxes.
                • Permission to Sell Shares.  Executive Officers also must obtain permission from the Company’s General Counsel before the sale of any shares, even during an open trading period.
                • Hold until Separation.  In some circumstances, the Compensation Committee also may require that senior executives retain net shares obtained upon exercise of stock options until separation from the Company, as it did with the special grants made to Mr. Kent in 2008.
                • Additional Holding Period After Performance.  The performance share unit program requires an additional holding period of one or two years after the performance period has ended.
                • Clawback Provision.  In the event an equity plan participant engages in a “Prohibited Activity” (as defined under our equity plan agreements) at any time during the term of the award or the later of (i) within one year after termination of the participant’s employment or (ii) within one year after exercise of all or any portion of the award, the award may be rescinded and, if applicable, any gain associated with any exercise of an award may be forfeited and repaid to the Company.
                Management and the Company's internal disclosure committee.

              •
              A numberCompensation Committee evaluate regularly the risks involved with all compensation programs globally and do not believe any of factors mitigatethe Company’s compensation programs create risks inherent in long-term equity compensation. Specifically,that are reasonably likely to pose a material adverse impact to the Company has stock ownership requirements for senior executives, which have recently been increased as described on page 49. For grants made in 2009, awards contain a provision requiring any senior executive who has not met his or her ownership guidelines within the required period to retain all shares necessary to satisfy the guidelines after paying the exercise price and/or taxes. Executive Officers must also obtain permission from the Company's General Counsel before the sale of any shares, even during a trading period. The Company also requires in certain circumstances, such as the special grants to Mr. Kent described on page 42, that senior executives retain net shares obtained upon exercise of stock options until separation from the Company. The Performance Share Unit program also requires an additional holding period of one or two years after the performance period has ended.


            47

            What We Pay and Why: Elements of Compensation

                   Each element of our compensation programs in 2008 is intended to encourage and foster the following results and behaviors:

            GRAPHIC

            Total direct compensation is comprised of base salary, annual incentive and long-term equity compensation. When we evaluate the market competitiveness of executive compensation,pay practices, we consider



            total direct compensation. The majority of this compensationEach element is dependent uponintended to encourage and foster the performance of the Companyfollowing results and the individual. If the Company or the individual does not perform, executives may receive only a fraction of their targeted total direct compensation.

                   Generally, we have no employment contracts with our executives or employees, unless required or customary based on local law or practice. With respect to the Named Executive Officers, we have a contract only with Mr. Reyes since all of our employees in Mexico have employment contracts in accordance with Mexican law.

            Decision-Making Process and Role of Executive Officers

                   The following describes how compensation decisions are made for the Named Executive Officers, including the role of Executive Officers:

            behaviors:
            Step 1:The Human Resources department, using data provided by the Compensation Committee consultant, develops competitive pay guidelines for base salary, annual incentive and long-term equity compensation. These guidelines are developed based on an analysis of our peer group's (as set forth on page 43) pay practices, internal equity and affordability. The Compensation Committee discusses and then modifies or agrees to suggested guidelines.

            Step 2:

            The Compensation Committee considers the Board's evaluation of the Chairman and the President and Chief Executive Officer and makes preliminary determinations on base salary, annual incentive and long-term equity compensation.



            The Chairman and the President and Chief Executive Officer consider performance and make individual recommendations to the Compensation Committee for other senior executives on base salary, annual incentive, and long-term equity compensation. The Compensation Committee reviews, discusses and modifies as appropriate these compensation recommendations.

            Step 3:

            The Compensation Committee discusses compensation recommendations for the Chairman and the President and Chief Executive Officer with the Board and considers its input. The Compensation Committee makes final decisions with regard to the Chairman and the President and Chief Executive Officer.



            The Compensation Committee also approves recommendations for other senior executives.

            Step 4:

            The Compensation Committee communicates its decisions to the Chairman and the President and Chief Executive Officer. Managers communicate compensation decisions to their direct reports.

            Annual Compensation

            (PERFORMANCE GRAPH)
            Base Salary.Salary
            We pay base salary to attract talented executives and to provide a fixed base of cash compensation. This generally comprises15-20% of total direct compensation for executives althoughand it may beis usually a smaller percentage for the highest level executives. For each position in the Company, including the Named Executive Officers' positions, we assigned a job grade based on job duties and responsibilities. Each job grade has a salary range. To determine the salary ranges, the Compensation Committee took into account several factors including:

              •
              a survey of our peer group's (as set forth on page 43) pay practices, noting the 50th, 60th and 75th percentiles to gain an understanding of the range of competitive pay;

              •
              an internal analysis of the current base salary of each individual within each job grade; and

                •
                an internal analysis of how broad each range should be in order to facilitate the movement of senior executive talent around the globe and to develop, attract and retain key talent. The internal analysis also included a comparison of each job grade against the job grade just above and just below taking into account differences in breadth, scope and complexities of each role.

              Since several other elements of compensation are driven by base salary, the Compensation Committee is careful to set the appropriate level of base salary. Base

              For each salaried position in the Company, including the Named Executive Officers, we assign a job grade. Each job grade has a salary range. The salary range is informed by a survey of our peer group’s (as set forth beginning on page 56) pay practices, noting the 50th, 60th and 75th percentiles. The salary range may be narrowed or broadened for a particular job grade based on the various jobs within the job grade. The salary range also may be broadened if necessary to facilitate the movement of senior executive talent around the globe.


              48

              These ranges are used as guidelines in determining individual salaries. Then, base salaries for Named Executive Officers are individually determined by the Compensation Committee within thetheir salary range for the job grade after considering:

                •
                breadth, scope and complexitiesconsideration of the role;

                •
                internal equity and affordability;

                •
                the employee's current compensation;

                •
                individual performance; and

                •
                peer group market competitiveness (based on the peer groupvarious factors. The salary is set forth on page 43).

                     Internal equityby considering:

              • breadth, scope and complexities of the role;
              • fairness;
              • the employee’s current compensation; and
              • individual performance.
              Fairness in this context means ensuring that employees with similar responsibilities, experience and historical performance are rewarded comparably. Affordability is also used in determining base salaries and annual increases. What we pay our employees, including the Named Executive Officers, eventually is factored into the price of our products. We look at base salary, annual incentive opportunities and long-term equity compensation to understand whether total direct compensation is competitive and affordable. We do not seek to set the base salary of any employee, including any Named Executive Officer, at a certain multiple of the salary of another specified employee.

                     After the base salary is determined using this process,

              Finally, a review is conducted by comparing the recommended salary to a reference point. We do not target a specific percentile of our peer group’s pay for any job. The reference point inis typically the salary range.midpoint of the range for the job grade and job position. This reference point is determined by evaluating a number of factors including an analysis of competitive pay for all jobs within each job grade, internal equityfairness, and a comparison of the reference point for each job grade to ensure a logical progression from grade to grade. ThisThe reference point is used solely as a reference point for the Compensation Committee to validate thatsee where in the salary is competitiverange the recommended base pay falls and set appropriately based on the individual's skills, experience and performance.

                     In general, thereto evaluate market competitiveness.

              There are three situations that may warrant an adjustment to base pay: annual merit increases, promotions or changes in role, and market adjustments.

              Annual merit increases.    As noted above, senior  Senior executives willdid not receive merit increases in 2009. In a year where annual merit2009 based on the Compensation Committee’s evaluation of the global economic environment at the time. Merit increases for senior executives have been approved for 2010, effective April 1, based on the Compensation Committee’s review of market data and the solid performance of the Company. Individual increases are awarded,determined after acase-by-case evaluation by the Compensation Committee reviews potential merit increases to base salary in February and merit increases, if any,employee’s manager. While all individuals are usually effective April 1. Annual merit increases arereviewed annually, not guaranteed andall individuals receive an increase. Any adjustments take into account the individual'sindividual’s performance, responsibilities, and experience, as well as internal equityfairness and external market practices. These increases generally are awarded withinbased on a pre-established rangebudget approved by the Compensation Committee. Individual increases are
              Mr. Kent did not receive a salary increase for 2010. The Committee discussed Mr. Kent’s base pay in light of his strong performance. Mr. Kent’s base pay is competitive from a market perspective when compared with the data from the peer group. The Committee determined after a case-by-case evaluation by the employee's manager. We seeknot to provide the highest performing employees the highest rewards. This is intendedincrease Mr. Kent’s base pay at this time and instead focus on variable rewards related to encourage executives to meet their personal goals, which include developing talent, personal skill development and similar goals.

              performance.

              Promotions or changes in role.  We also may recommend a salary increase to recognize an increase in responsibilities resulting from a change in an employee'semployee’s role or a promotion to a new



              position. We carefully consider new responsibilities, external pay practices and internal equityIncreases are not guaranteed for a promotion or change in additionrole. No increases were awarded to past performance and experience when making such salary changes.

              Named Executive Officers in 2009 based on promotions or changes in role.

              Market adjustments.  Market adjustments are awarded to individuals who are performing successfully when we recognize a significant gap between the market data and the individuals'individuals’ base salaries. These gaps can be driven by inflation or by scarce supply of talent for a particular role. In general, market adjustments are determined as part of the annual merit review process.

                     Actions taken in 2008.    In 2008, Messrs. Isdellprocess and Kent evaluated recommendations for each of the otherare not automatic. No Named Executive Officers and submitted them to the Compensation Committee for final review and approval. received market adjustments in 2009.


              49

              Annual Incentive
              The Compensation Committee relied to a large extent on Messrs. Isdell's and Kent's evaluations of the other Named Executive Officers' performance.

                     Mr. Isdell's base salary did not change in 2008. When Mr. Kent was promoted to President and Chief Executive Officer effective July 1, 2008, the Compensation Committee considered external competitive market data in determining Mr. Kent's base salary. Mr. Kent's base salary was set at $1,200,000 per year, a 20% increase over his salary in his prior position to reflect his increased responsibilities and the competitive market for chief executive officer talent. This was his only increase in 2008.

                     Mr. Cummings was promoted to his current position of Chief Administrative Officer effective July 1, 2008. As a result, Mr. Cummings' salary was set at $700,000 per year, a 15% increase over his prior salary, to reflect his increased responsibilities. This increase was in addition to his annual merit increase of 7% effective in April 2008.

                     Messrs. Isdell and Kent reviewed business and individual performance for the other Named Executive Officers. Based on this review, they proposed to the Compensation Committee the following merit increases, which were approved:

                •
                a 5% increase effective April 1, 2008 to Mr. Fayard;

                •
                a 5% increase effective April 1, 2008 to Mr. Finan; and

                •
                an 8% increase effective April 1, 2008 to Mr. Reyes.

                     Annual Incentive.    As a component of total compensation, the Compensation Committee chooses to payCompany pays annual incentives to drive the achievement of key results for the Company, the Group and/or the business unitresults and to recognize individuals based on their contributions to those results. The annual incentive generally comprises15-20% of total direct compensation for executives. The Compensation Committee recognizes that short-term results against defined performance measures contribute directly to achieving long-term goals.

                     Typically,

              Annual incentives are awarded under the annual incentiveCompany’s Performance Incentive Plan. As discussed in the Company’s 2009 Definitive Proxy Statement, the business performance factors used in prior years were competitively sensitive. In order to all employees is paid underprotect competitively-sensitive information from disclosure and to ensure tax deductibility of the payments, for 2009, the formula was redesigned for executive officers. For these reasons, the business performance factors used for executive officers are different than those used for the general population of eligible employees. The Compensation Committee approved the same plan design for executive officers for 2010.
              Annual Performance Incentive Plan using a formula, as described in the Company's 2008 Proxy Statement, based on objectively determinable business results. The Company has never disclosed the exact business targets or their interrelationships used under the formula to determine the annual incentive because doing so would result in competitive harm to the Company. In addition, the Company does not believe that such disclosure would be material to shareowners' understanding of the plan. In May 2008, the Company received a comment letter from the SEC requesting that we disclose the exact performance targets used for the Performance Incentive Plan. The Company did not believe such disclosure was required. After extensive discussions with the SEC over a number of months, the SEC then requested that we disclose the range of business performance targets and the personal performance factors for each Named Executive Officer. The Company believed that disclosing the ranges would allow a competitor



              to recreate the matrix of business performance targets and use this information to determine our business strategy.

                     Therefore, the Compensation Committee decided to approve discretionary bonuses forFormula.  For the Named Executive Officers for 2008 rather than base incentives on those confidential business performance targets. This means2009, the formula was as follows:

              Base Salary X Target Award Percentage X Business Performance Factor
              The formula is designed to yield the maximum payment that the incentives paidmay be awarded to Messrs. Isdell, Kent, Finan and Cummings (the U.S. baseda Named Executive Officers other thanOfficer. Once the Chief Financial Officer) will not be deductible for tax purposes for 2008 pursuant to Section 162(m) ofmaximum amount is determined, the Tax Code. The Compensation Committee weighedmay use its discretion to pay any amount, from zero to the additional tax cost versusmaximum determined by the competitive harm in disclosing the plan targets and determined that the potential competitive harm significantly outweighed the additional tax cost, which was not material.

                     The starting point for the discretionary annual incentive for theformula, to each Named Executive Officers was aOfficer.

              Annual Performance Incentive Plan Payouts.  The following table summarizes the annual Performance Incentive Plan payouts, showing the target percentage of base salary. This percentage is determined by each executive's job grade and is consistent throughout the world for a particular job grade. No Named Executive Officer could earn more thanpercentages, the maximum provided under the Performance Incentive Plan. For 2008, the targets for the Named Executive Officers,plan payment, the range of potential payouts for each Named Executive Officer,based on business results, and the actual amounts awarded were:

              awarded.
               
              		  
              		  
               
              		          Name
              		  
              		 Target Percentage of Base Salary
              		  
              		 Range of Potential Payouts
              		  
              		 Actual Award
              		  
                 Mr. Isdell   200%   $0 – $10,000,000   $4,500,000  
                 Mr. Kent   175% for January – June     0 –    6,640,000     4,500,000  
                     200% for July – December          
                 Mr. Cummings   125%     0 –    2,800,000        950,000  
                 Mr. Fayard   125%     0 –    2,966,400     1,100,000  
                 Mr. Finan   125%     0 –    3,150,000     1,350,000  
                 Mr. Reyes   125%     0 –    2,418,800     1,250,000  
                           
                       Range of Potential
              		   
                 Target Percentage
              		     Payouts Based on
              		   
              Name  of Base Salary  Maximum Plan Payment  Business Results  Actual Award
              Mr. Kent  200%  $7,200,000  $0 - 5,832,000  $5,500,000
              Mr. Cummings  125%  2,625,000  0 - 2,126,250  1,200,000
              Mr. Fayard  125%  2,781,000  0 - 2,252,610  1,680,000
              Mr. Finan  125%  2,953,125  0 - 2,392,031  1,505,000
              Mr. Reyes  125%  2,267,625  0 - 1,627,021  1,400,000
                           
              Business Performance Factor.  For Named Executive Officers, the measures and targets used for the Business Performance Factor were determined in February 2009. For Messrs. Kent, Cummings, Fayard, and Finan, the measures were (i) overall Company volume growth and (ii) comparable currency neutral earnings per share growth, each weighted equally. For Mr. Reyes, who leads the Latin America Group, 50% of the Business Performance Factor was based on total Company performance (identical to the other Named Executive Officers) and 50% was based on Latin America Group volume and profit results.


              50

              These factors were selected because they are part of the Company’s long-term growth model and together contribute to sustainable growth and improved productivity. Earnings per share growth is calculated after adjusting for the impact of currency and certain other items affecting comparability. We believe these adjustments are appropriate because they are consistent with how the Company measures performance against its long-term growth targets and they ensure a more consistent comparison against the prior year.
              The specific measures comprising the Business Performance Factor for overall Company performance for 2009 were as follows:
                           
               
              		        Earnings Per Share
              		   
              Unit Case
              		        Growth (comparable
              		   
              Volume Growth  Factor to be Applied  
              PLUS
              		  currency neutral)  Factor to be Applied
              4.0%       150%     8.0%  150%
                     
              3.0%       100%     6.0%  100%
                     
              1.0%       50%     1.0%  50%
                     
              0.9% or lower  0%     0.9% or lower  0%
                     
              The factor for unit case volume growth is added to the factor for earnings per share growth to determine the total Business Performance Factor. Results are rounded to the nearest tenth of a percentage point and the factor is extrapolated between each level on a linear basis. The results in 2009 for overall Company performance were as follows:
              Unit Case Volume Growth Factor93%
              PLUS
              Comparable Currency Neutral Earnings Per Share Growth Factor150%
              EQUALS
              TOTAL BUSINESS PERFORMANCE FACTOR
              		243%
              As noted above, earnings per share growth is adjusted for currency and certain other items affecting comparability. This number, therefore, differs from earnings per share growth as reported using U.S. Generally Accepted Accounting Principles. The impact of currency was the most significant difference. Earnings per share was also adjusted for non-recurring items including asset impairments/restructuring, productivity initiatives, equity investees, transaction gain and certain tax matters.
              For Mr. Reyes, the total business performance factor was 215%, reflecting both the total Company business performance and the Latin America Group business performance. The specific targets for the Latin America Group are not disclosed because they relate to a specific geography and disclosure would result in competitive harm. The targets are set to be challenging but reasonably attainable. The maximum award is intended to be difficult to achieve.
              Quantitative and Qualitative Factors.  No Named Executive Officer received the maximum award permitted under the formula. In utilizing its discretion to determine the amount of each Named Executive Officer’s actual award, the Compensation Committee considered a number of quantitative and qualitative factors, including, but not limited to, volume growth, earnings per share growth, global volume and value share gains, share of sales, currency gains and overall Company operating performance in the current economic climate.losses, total return to shareowners, including share price appreciation and


              51

              dividends, impact of significant acquisitions and innovations, and internal equity and fairness. In addition, the Compensation Committee also considered performance against individual goals as follows:

                •
                Mr. Isdell: Mr. Isdell led a seamless Chief Executive Officer transition, enabling management and employees to focus on delivering business results. In addition, in his continued role as Chairman of the Board, Mr. Isdell continued to enhance the external perception of the Company in the areas of social responsibility and diversity. Mr. Isdell's strategic leadership in the first half of the year as Chief Executive Officer contributed substantially to the Company's solid operating performance.

                •
                Mr. Kent: Mr. Kent worked closely with Mr. Isdell, the Board of Directors and senior leadership to seamlessly assume his new responsibilities as Chief Executive Officer. Mr. Kent's effective leadership of the operations for the entire year delivered solid operating results in 2008. In addition, Mr. Kent initiated a Company-wide transformation to rewire the organization to be more flexible and to make decisions more quickly in responding to consumer needs. Mr. Kent also initiated productivity programs to capture $500 million annualized savings by 2011.

                  •
                  Mr. Cummings: Mr. Cummings led solid volume, share and profit growth in the Africa Group as Group President. As he assumed his new responsibilities as Chief Administrative Officer of the Company, he focused on transformation and productivity initiatives, including the launch of a global shared services organization and the redesign of Technical and Supply Chain organizations.

                  •
                  Mr. Fayard: Mr. Fayard contributed to the Company's bottom line through effective leadership in the areas of Tax, Treasury, Audit and Merger and Acquisitions strategies. He also co-led Company-wide transformation and productivity initiatives and acted as an effective and dependable partner in matters related to the Board of Directors and Board Committees.

                  •
                  Mr. Finan: Mr. Finan achieved another year of strong growth across key markets in the Bottling Investments Group. He continued to show excellent leadership and notable credibility in the stewardship of the Company's investments in large public bottlers and made tangible progress in running the Supply Chain and concentrate plant operations. Additionally, he successfully co-led broader Company-wide productivity initiatives.

                  •
                  Mr. Reyes: Mr. Reyes achieved or surpassed all volume and profit performance metrics across the entire Latin America Group, strengthened core capabilities and demonstrated best practices around consumer marketing, commercial leadership and franchise leadership in all business units. In addition, he led the successful integration of local beverage brands into our business model in Mexico, Brazil and other key markets.

                • Mr. Kent:  Mr. Kent continued to lead and focus our Company and our system on not wasting the global economic crisis, resulting in solid and strong results for 2009. Despite the very challenging global economic environment, the Company delivered consistent, sustainable, quality growth: growing volume and profits in line with the Company’s long-term targets on a full-year basis. Through Mr. Kent’s leadership, the 2020 Vision was developed and deployed across theCoca-Cola system, providing the foundation for long-term sustainable growth of shareowner value. He has maintained focus on the representation of women in key leadership positions and worked closely with the Board of Directors to deepen their relationships with key talent of the Company.
                • Mr. Cummings:  Mr. Cummings led the successful implementation of the 2020 Vision in his organization. He provided effective leadership in the area of productivity and delivered sustainable savings as part of our three-year $500 million transformation plan. He enhanced our innovation pipeline and laid the groundwork for further enhancements.
                • Mr. Fayard:  Mr. Fayard contributed to the Company’s bottom line through effective leadership in the areas of Tax, Treasury, Audit and Merger and Acquisitions strategies. He continued to co-lead the Company’s transformation efforts and delivered productivity savings surpassing 2009 targets for the Finance function. The Company realized significant achievements in the Investor Relations area culminating in a very successful investor meeting in Atlanta in November 2009.
                • Mr. Finan:  Mr. Finan delivered another good year in the Bottling Investments Group. He continued to show excellent leadership in the stewardship of our large public bottlers who performed well despite the challenging global economic conditions. He has driven tangible improvement in both supply chain and procurement and has delivered significant improvement in employee engagement scores outperforming the Towers Perrin Global Manufacturing Norm in eight of nine categories.
                • Mr. Reyes:  Despite a very challenging macroeconomic environment in Latin America, Mr. Reyes achieved or surpassed all key metrics (volume, profit and market share) in all markets in the Latin America Group and continued to drive best practices around consumer marketing, commercial leadership and franchise leadership in all business units. In addition, he led the successful integration of Jugos del Valle and Matte Leão, laying the foundation for continued growth in Latin America.

                Long-Term Equity Compensation

                General.  We provide performance-based long-term equity compensation to our senior executives, including the Named Executive Officers, as part of their total direct compensation to tiereward employees for overall long-term Company performance thereby tying the interests of these individuals directly to the interests of our shareowners. We also believe that long-term equity compensation is an important retention tool. Long-term equity compensation generally comprises 60–70%60-70% of total direct compensation for executives.

                The Compensation Committee set ranges for long-term equity compensation for each job within a job grade using the same process it useduses to set the base salary ranges, as described above, includingabove. This


                52

                includes surveying our peer group'sgroup’s (as set forth beginning on page 43)56) equity compensation practices, and noting the 50th, 60th and 75th percentiles to gain an understanding of the range of competitive pay. There is no specific target within the ranges for any individual. The actual total value of long-term equity compensation within the range awarded to each employee, including Named Executive Officers, is individually determined after considering:

                  •
                  skills, experience, potential and time in role;

                  •
                  internal equity;

                  •
                  individual performance; and

                  •
                  peer group (as set forth on page 43) market competitiveness.

                There is no specific target within the ranges.

                • skills, experience, potential and time in role;
                • fairness;
                • individual performance; and
                • peer group market competitiveness.
                After a value is determined using this process, a review is conducted by comparing the recommended amount to a reference point in the long-term equity range. Thispoint. The reference point is determined by evaluating a numbertypically the midpoint of factors including an analysis of competitive paythe range for all jobs within eachthe job grade internal equity and a comparison of the reference points for each job grade to ensure a logical progression from grade to grade.position. This reference point is used by the Compensation Committee to see where in the range the recommended long-term equity value falls and to validate the market competitiveness of long-term equity compensation. The value awarded to a particular senior executive may be higher or lower than this reference point.

                For 2009 long-term equity compensation, actual awards to Named Executive Officers were higher than the reference point due to strong Company and individual performance.

                In 2008,recent years, we had awarded annual long-term equity compensation to eligible employees, including the Named Executive Officers, in two forms: stock options and performance share units. The value determined for each employee was deliveredsenior executives through a combination of 60% stock options and 40% performance share units. This mix of equity was determined after a detailed review of competitive market practices and ensures a balance between internal and external measures ofIn 2009, due to the Company's performance as reflected in the Company's stock price. This mix of equity was the same for Named Executive Officers and all other eligible employees. The Compensation Committee determined actual award levels based on its review of individual performance and expected potential for future contributions to our sustainable growth. The Compensation Committee also took into account an individual's history of past awards, time in current position, and any change in responsibility. Long-term equity awards play no role in the determination of retirement benefits.

                       In February 2009, we awarded annual long-term equity compensation to eligible employees only in the form of stock options. Because of the extreme volatility and uncertainty in the world economy, it was exceptionally difficult to set reliable three-year economic profit targets for performance share units andtargets. We therefore we diddecided not to award performance share units as part of the annual long-term equity compensation awards. Stock options comprised 100% of the long-term equity award to all eligible employees in February 2009. For 2010, because it is possible to set three-year economic profit targets, the Company has returned to using a mix of 60% stock options and 40% performance share units. The Compensation Committee believes that a mix of different equity vehicles is appropriate. The value of both types of equity is tied to the Company’s stock price. The value of options is tied directly to any increase in value recognized by shareowners while performance share units also focus executives on the sustained long-term performance of the Company.

                The threshold, target and maximum economic profit growth targets for the 2010–2012 performance share units are 5.7%, 8.7% and 10.7%, respectively, and were set after taking into consideration the Company’s three-year business plan. Economic profit growth was chosen as the performance measure because it is an important measure of the Company’s long-term health and is historically correlated with stock price over time. Economic profit is our net operating profit after tax less the cost of our capital used in our business. A three-year performance period was selected to mirror our long-term business planning cycle. Additional details concerning our long-term equity compensation plans can be found beginning on page 79.

                91.

                Long-term equity awards play no role in the calculation of retirement benefits.
                Stock Options.  We believe stock options are inherently performance-based because the exercise price is no less than the fair market value of the Common Stock on the date the option is granted. Therefore, the option hasemployee will recognize value to the holder only if the market value of the Common Stock appreciatesand the investment


                53

                of our shareowners appreciate over time. When the stock price does not increase, the stock options do not have value.

                In 2008,2009, we granted stock options to approximately 4,6004,700 employees, including all Named Executive Officers. There is no relationship between the timing of our equity award grants and our release of material, non-public information. The options are granted with an exercise price no less than the average of the high and low prices of the Common Stock on the date of grant. The Company believes that the methodology used in its plans, the average of the high and low prices of the Common Stock on the grant date, is more representative of the fair market value than the closing market price. This methodology has been used by the Company for over 20 years. The laws of certain foreign jurisdictions require additional restrictions on the calculation of the option price. Except to comply with foreign regulations, including tax regulations, the grant date is the date the Compensation Committee takes action. We do not, and have not, backdated or repriced options. The Company believes that the methodology used in its plans, the average of the high and low prices of the Common Stock on the grant date, is more representative of the fair value than the closing market price. This methodology has been used by the Company for over 20 years.

                Performance Share Units.Units for Prior Years.    In 2008, we granted performance share units to approximately 4,600 employees. These were generally the same employees who received stock options.  Performance share units provide an opportunity for employees to receive restricted stock if a performance criterion is met for a three-year performance period. The stock is generally restricted for one additional year. For performance share units granted prior to 2008, the stock is restrictedor two additional years. Except in the case of retirement, dividendsDividends are paid only once the performance criterion is met.

                       All Named Executive Officers received an awardmet, except in the case of retirement for awards prior to 2008. The following describes the status of all outstanding performance share units in February 2008. Forunits.

                Threshold, Target
                and Maximum
                Performance
                		Performance
                		Performance
                PeriodCriterionMeasures1Status
                2006–2008Compound
                annual growth in
                comparable currency
                neutral earnings
                per share                		Threshold
                Target
                Maximum                		= 6%
                = 8%
                = 10%                		Results certified in February 2009. Maximum was achieved, resulting in 150% of target number of shares awarded. Shares are subject to an additional holding period through December 2010.
                2007–2009Compound
                annual growth in
                economic profit                		Threshold
                Target
                Maximum                		= 5.7%
                = 8.3%
                = 10.3%                		Results certified in February 2010. Results were below target, resulting in 98% of target number of shares awarded. Shares are subject to an additional holding period through December 2011.
                2008–2010Compound
                annual growth in
                economic profit                		Threshold
                Target
                Maximum                		= 6.5%
                = 9%
                = 11%                		Through December 31, 2009, payout is projected at the threshold level (50% of target). However, the global economic environment and the impact of currency over the remaining year of the performance period will have a significant impact on the number of shares, if any, earned.
                1 Participants receive 50% (for the 2008–2010 performance period,and 2007–2009 periods) or 60% (for the performance criterion is compound annual economic profit growth. Economic profit is our net operating profit after tax less the cost2006–2008 period) of the capital used in our business. The Compensation Committee chose this measure as it believed economic profit growth is a key metric for long-term sustainable growth. Over time, economic profit growth has proven to be highly correlated withaward at the performance of our stock price.

                       For the 2008–2010 performance period, the Compensation Committee set the target performance measure at 9% compound annual economic profit growth. The threshold award requires 6.5% growth and the maximum award is earned at 11% growth. If the minimum performance measure is not met,



                no shares are earned. In determining the minimum, target and maximum economic profit growth levels, the Compensation Committee considers the circumstances facing the Company for the specific performance period. Actual grants, if any, range from 50% to 150%level, 100% of the target number of performance share units awarded.

                       In February 2008, the Compensation Committee and the Audit Committee certified the results of the 2005–2007 performance period, which was based on compound annual growth in comparable earnings per share. The target was 5% compound annual growth in comparable earnings per share and the maximum award was earned at 7% compound annual growth in comparable earnings per share. The performance target was achieved at the maximumtarget level, and 150% of the target


                54

                award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.
                Restricted Stock.  Awards of restricted stock are generally limited to our senior executives. The awards may be performance-based or time-based. No Named Executive Officer was granted. In February 2009,awarded restricted stock in 2009.
                How We Make Compensation Decisions
                Decision-Making Process and Role of Executive Officers
                The following describes how compensation decisions are made for the Named Executive Officers, including the role of Executive Officers:
                Step 1:  The People function (human resources) develops competitive pay guidelines for base salary, annual incentive and long-term equity compensation using:
                • data provided by the Compensation Committee consultant,
                • data from Hewitt Associates and Fredrick W. Cook & Co., Inc. on general industry trends, and
                • internal comparisons.
                These guidelines are informed by an analysis of our peer group’s (as set forth beginning on page 56) pay practices, fairness and affordability. The Compensation Committee discusses and then modifies or agrees to suggested guidelines.
                Step 2:  The Compensation Committee reviews and discusses the Board’s evaluation of the Chairman and Chief Executive Officer and makes preliminary determinations on base salary, annual incentive and long-term equity compensation.
                The Chairman and Chief Executive Officer considers performance and makes individual recommendations to the Compensation Committee for other senior executives on base salary, annual incentive, and the Audit Committee certified the results of the 2006–2008 performance period.long-term equity compensation. The target was 8% compound annual growth in comparable earnings per share and the maximum award was earned at 10% compound annual growth in comparable earnings per share. The performance target was achieved at the maximum level and 150% of the target award was granted.

                       Special Awards to Mr. Kent in 2008.    Mr. Kent became Chief Executive Officer of the Company effective July 1, 2008, and also continued as President. In conjunction with Mr. Kent's new responsibilities, the Compensation Committee reviewed Mr. Kent'sreviews, discusses and modifies as appropriate these compensation package. In addition to the salary increase and increase in his annual incentive target described above, Mr. Kent was awarded two sets of stock options. recommendations.

                Step 3:  The Compensation Committee discusses compensation recommendations for the Chairman and Chief Executive Officer with the Board and considers its input. The Compensation Committee then makes final compensation decisions with regard to the Chairman and Chief Executive Officer.
                The first grant of 632,911 options was awarded to bring Mr. Kent's total compensation to a competitive levelCompensation Committee also approves recommendations for a chief executive officer position and commensurate with his responsibilities. These options were granted at a price of $50.53, the average of the high and low prices of the Common Stock on the date of grant. These options vest 25% on the first, second, third and fourth anniversary of the grant date, and vesting does not accelerate upon Mr. Kent's retirement. The second grant was a special, one-time grant of 289,352 options. This grant is a special incentive for Mr. Kent and was designed so that Mr. Kent cannot realize value from the options until shareowners have first recognized value. These options were granted at a price of $58.1095, which is a 15% premium over the price of the Common Stock on the grant date. These options vest 100% on the fourth anniversary of the grant date and vesting does not accelerate upon Mr. Kent's retirement. The retirement provision of Mr. Kent's awards is more stringent than the provision applied to the awards to the general population of employees. For both grants, Mr. Kent is required to retain all shares acquired upon exercise until separation from the Company, except to pay the option exercise price and/or to pay taxes related to the option.other senior executives.
                Step 4:  The Compensation Committee communicates its decisions to the Chairman and Chief Executive Officer. Managers communicate compensation decisions to their direct reports.


                55


                Peer Group

                We use a peer group of companies as a reference for determining competitive total compensation packages. Currently,For 2009 compensation, our peer group consistsconsisted of the following 32 companies:



                3M Company
                		Johnson & Johnson
                Abbott Laboratories
                		Kimberly-Clark Corporation
                Altria Group, Inc.
                		Kraft Foods Inc.
                American Express Company
                Anheuser-Busch Companies, Inc.*
                		McDonald’s Corporation
                Bank of America Corporation
                		Merck & Co., Inc.
                Bristol-Myers Squibb Company
                		Microsoft Corporation
                Citigroup Inc.
                		Nestlé S.A.
                Colgate-Palmolive Company
                		Nike, Inc.
                Eli Lilly and Company
                		PepsiCo, Inc.
                General Electric Company
                		Pfizer Inc.
                General Mills, Inc.
                		Schering-Plough Corporation1
                Hewlett-Packard Company
                		The Home Depot, Inc.
                H.J. Heinz Company
                		The Procter & Gamble Company
                Intel Corporation
                		The Walt Disney Company
                International Business Machines Corporation Johnson & Johnson
                Kimberly-Clark Corporation
                Kraft Foods Inc.
                McDonald's Corporation
                Merck & Co., Inc.
                Microsoft Corporation
                Nestlé S.A.
                Nike, Inc.
                PepsiCo, Inc.
                Pfizer Inc.
                Schering-Plough Corporation
                The Home Depot, Inc.
                The Procter & Gamble Company
                The Walt Disney Company
                Unilever PLC
                Wyeth2
                *
                Anheuser-Busch Companies,
                1 Schering-Plough merged with Merck & Co., Inc. in 2009
                2 Wyeth was purchasedacquired by InBev S.A.Pfizer Inc. in 2008.

                2009

                The Compensation Committee established this peer group in 2003, and periodically reviews the group to ensure thatreviewed it is still pertinent for comparison purposes. The peer group was last reviewed in 2007. Recognizing the significant changes in the global macroeconomic environment, the Committee intends to review the peer group in 2009.regularly thereafter. These companies were selected because we shareshared many distinguishing criteria, including, but not limited to, market capitalization, global operations, significant brand equity, similar distribution system challenges,and/or certain financial similarities. We also compete with these companies for executive talent.talent in some cases. This peer group was used for compensation decisions made in 2009 and for long-term equity compensation awards made in February 2010.
                In December 2009, the Compensation Committee reexamined the peer group and in February 2010 approved a new peer group to be used beginning with the next annual awards cycle (February 2011). The Compensation Committee also sought to reduce the number of peer group companies in line with best practices. The new peer group was selected based on the following criteria:
                • Comparable size based on revenue;
                • Major global presence, with sales in a minimum of 100 countries;
                • Large consumer products business; and/or
                • Market-leading brands or category positions, as defined by Interbrand.


                56

                Each company selected met at least three of the four criteria. The new peer group companies are:
                Abbott LaboratoriesKraft Foods Inc.
                Anheuser-Busch InBev SA/NVMcDonald’s Corporation
                Colgate-Palmolive CompanyNestlé S.A.
                Diageo plcNike, Inc.
                General Mills, Inc. PepsiCo, Inc.
                Groupe DanonePhilip Morris International, Inc.
                Heineken Holding N.V. SABMiller plc
                H.J. Heinz CompanySara Lee Corporation
                Johnson & JohnsonThe Procter & Gamble Company
                Kellogg CompanyUnilever PLC
                Kimberly-Clark CorporationYum! Brands, Inc.
                Role of the Compensation Consultant

                       The

                Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any consultant, as well as approve the consultant’s fees and other terms of retention. During 2009, the Compensation Committee engaged a representative of Towers Perrin (known as Towers Watson after merging with Watson Wyatt Worldwide effective January 1, 2010) as its independent compensation consultant during 2008 to provide research, market data, survey information and design expertise in developing compensation programs for executives and equity programs for eligible employees. Towers Perrin also provided market data and recommendations around changes to the Company's stock ownership guidelines.peer group of companies. In addition, this representative keeps the Compensation Committee apprised of regulatory developments and competitive and regulatory activitiespractices related to executive compensation practices. This representative does not determine or recommend the exact amount or form of executive compensation for any of the Named Executive Officers. This representative generally attends meetings of the Compensation Committee, is available to participate in executive sessions and also communicates directly with the Compensation Committee Chair or its members outside of meetings.

                The total fees paid to Towers Perrin for these services for 2009 were $107,509.

                The Compensation Committee has a written engagement letter with Towers Perrin. Under the terms of this engagement letter:

                  •
                  the representative reports directly to the Chair of the Compensation Committee;

                  •
                  the Compensation Committee determines the scope of requested services; and

                  •
                  the Compensation Committee has the sole authority to hire, fire and approve fee arrangements for the representative's work.

                The Compensation Committee is free to replace the representative or hire additional consultants at any time. The representative provides no other consulting services to the Company. Towers Perrin has established a firewall between the representative and other services provided by Towers Perrin to the Company.

                       During 2008, Towers Perrin and its affiliates received less than 1% of their consolidated gross revenues from the Company for consulting and actuarial fees.

                • the representative reports directly to the Chair of the Compensation Committee;
                • the representative shall not provide services or products of any kind to the Company, its affiliates, or management; and
                • the Compensation Committee determines the scope of requested services.
                The Compensation Committee adopted an Independence Policy for the Compensation Committee consultant in February 2008 that establishes independence requirements, including that Towers Perrin and its affiliates do not derive more than 1% of their consolidated gross revenues from the Company. The Independence Policy also requires an annual certification from Towers Perrin confirming compliance with the Compensation Committee'sCommittee’s Independence Policy. During 2009, Towers Perrin and its affiliates received substantially less than 1% of their consolidated gross revenues from the Company for consulting and actuarial fees. In addition, the representative


                57

                provides no other consulting services to the Company. Towers Perrin has established a firewall between the representative and other services provided by Towers Perrin to the Company.
                Towers Perrin and Watson Wyatt, now merged as Towers Watson, provided other services to the Company in 2009. These services included benefit consulting services, employee survey support, and actuarial services. The total amount paid for services (excluding the services of the Compensation Committee consultant disclosed above) globally to Towers Perrin in 2009 was $4,173,657 and the total amount paid for services globally to Watson Wyatt was $3,346,331. Management decided to retain these firms to provide these other services. The Compensation Committee reviewed the other services provided by Towers Perrin and Watson Wyatt but did not formally approve them. These services provided in 2009 were in compliance with the Committee’s Independence Policy.
                Additional Information

                BenefitsContracts and Agreements
                Generally, we have no employment contracts with our executives or employees, unless required or customary based on local law or practice. We do not have a contract with Mr. Kent, and of the other Named Executive Officers, we have a contract only with Mr. Reyes since all of our employees in Mexico have employment contracts in accordance with Mexican law.
                Clawback Provisions

                Most of our compensation plans and programs contain provisions that allow the Company to recapture amounts paid to employees under certain circumstances. The annual Performance Incentive Plan allows the Company to recapture any award from a participant if the amount of the award was based on achieving certain financial results that were later required to be restated due to the participant’s misconduct. In addition, all equity awards since 2004 contain provisions under which employees may be required to forfeit equity awards or profits from equity awards if they engage in certain conduct including but not limited to violating Company policies, such as the Code of Business Conduct, or competing against the Company.
                Benefits
                In the United States, the Named Executive Officers participate in the same benefit plans as the general employee population. International plans vary, but each Named Executive Officer receives only the benefits offered in the relevant broad-based plan. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with the Company. These benefits help the Company be competitive in attracting and retaining employees. Benefits help keep employees focused on serving the Company and not distracted by matters related to paying for health care, adequate savingssaving for retirement andor similar issues.

                Perquisites

                The Company provides those perquisites that it feels are necessary to enable the Named Executive Officers to perform efficiently their responsibilities efficiently and to minimize distractions. We believe the benefit the Company receives from providing these perquisites significantly outweighs the cost to provide them.

                The Board requires Messrs. Isdell andMr. Kent to fly on the Company aircraft for business and personal use. This requirement provides security given the high visibility of the Company and its brands, maximizes their his


                58

                productive time, and ensures theirhis quick availability. The United States is not the home country of either our Chairman or President and Chief Executive Officer and reasonable personal use of the aircraft maximizes their productivity. Consistent with past practice, the Company reimburses Mr. Isdell for taxes incurred because of his personal use of Company aircraft. However, Mr. Kent is not provided a tax reimbursementpersonally responsible for all taxes associated with personal use of aircraft. Messrs. Isdell's and Kent'suse. Mr. Kent’s use of a Company car and driver for commutingenhances security and business enhances security.productivity. Mr. Kent also is provided with a Company car and driver when in Turkey for security purposes. Mr. Cummings had use of a Company car and driver in 2008 when he was on an overseas assignment in South Africa. He is not provided a Company car or driver in the United States. Mr. Reyes and his spouse each hashave the use of a Company car and driver for security purposes in Mexico City. Messrs. Cummings, Fayard and Finan are not provided with a Company car or driver.


                The Company reimburses its senior executives, including the Named Executive Officers, for financial and tax planning up to $13,000 per year for Messrs. Isdell andMr. Kent and up to $10,000 per year for other senior executives.Named Executive Officers. This benefit is available only as a reimbursement, not as a guaranteed amount, and if not used in a year, is forfeited. The Company provides this reimbursement for three reasons. First, a significant percentage of our senior executives have dual nationalities and work or have worked outside their home country, which complicates their tax and financial situations. Second, this benefit helps to ensure they are compliant with local country laws. Third, it allows the executive to stay focused on business matters. The complexities of being a global executive were considered in offering this benefit to senior executives. While it would be simpler to eliminate this benefit, which represents
                Mr. Finan, who is not a very small percentage of compensation,U.S. citizen, participates in the benefits to the Company would not be assured.

                Company’s International Service Program. Mr. Cummings participated in the International Service Program for a portion of 2008 when he was on assignment in South Africa. Mr. Cummings, who is a U.S. citizen, ceased participating in the International Service Program upon his relocation to Atlanta in October 2008. Mr. Finan, who is not a U.S. citizen, participates in the Company's International Service Program. Mr. Cummings and Mr. Finan were provided only the benefits offered to all employees eligible to participate in the International Service Program.

                The Company does not consider security to be a perquisite, as we believe itperquisite. It is a necessary, sound procedure and a business necessity to protect our employees given the global visibility of our brands and the extensive locations where we operate. As described further on page 58,70, the Company provides personal security when circumstances warrant.

                       As discussed in more detail on page 76, the Compensation Committee in February 2009 approved certain perquisites for Mr. Isdell following his retirement in April 2009. Mr. Isdell will receive continued security at his residences and secretarial assistance for 12 months following retirement. The Compensation Committee believes these perquisites are reasonable to allow Mr. Isdell to wrap up Company business and transition to retirement. The total cost to the Company of these perquisites is approximately $75,400.

                For a more detailed discussion of these perquisites and their valuation,value, see the discussion of All Other Compensation beginning on page 55.

                68.

                Post-Termination Compensation

                Retirement and Savings Plans

                We do not have special retirement or savings plans for any Named Executive Officer. Messrs. Isdell, Kent, Cummings and Fayard are eligible to participate in the Employee Retirement Plan of TheCoca-Cola Company, which has been renamed TheCoca-Cola Company Pension Plan as of January 1, 2010 (the "Retirement Plan"“Pension Plan”) and TheCoca-Cola Company Supplemental Pension Plan (the "Supplemental“Supplemental Pension Plan"Plan”), as are substantially. Substantially all of our non-union U.S. employees participate in the Pension Plan. The Pension Plan and the Supplemental Pension Plan have been redesigned effective January 1, 2010 to include a cash balance formula for future benefit accruals, with certain grandfathering and transition provisions for current employees. These changes, described in more detail beginning on page 87, apply on the same basis to all employees in these plans, including the Named Executive Officers.
                Mr. Finan, as anon-U.S. citizen and a participant in the International Service Program, participates in TheCoca-Cola Export Corporation Overseas Retirement Plan (the "Overseas Plan"“Overseas Plan”). Messrs. Isdell andMr. Reyes also accrueaccrues benefits under the Overseas Plan related to theirhis prior international service.


                59

                These plans prohibit duplication of benefits and are designed to provide a career-based retirement benefit, regardless of the country where the employee worked. We have these plans as an additional means to attract and retain employees, many of whom accept international mobility as a basic precept of their employment with the Company. The retirement plans provide employees, including the Named Executive Officers, the opportunity to plan for future financial needs during retirement.


                Mr. Reyes participates in theCoca-Cola Mexico Pension Plan (the "Mexico Plan"“Mexico Plan”) along with all other Mexico-based employees and his benefit is calculated in the same manner as all other participants in the Mexico Plan.

                These plans generally determine benefits solely on base pay and cash incentive compensation. For a more detailed discussion on the retirement plans and the accumulated benefits under these plans, see the 20082009 Pension Benefits table and the accompanying narrative beginning on page 65.

                77.

                In addition to the retirement plans, the Company provides savings plans, including a Company matching contribution, to encourage all employees to save additional funds for their retirement. The Company matching contribution is provided on the same basis to Named Executive Officers as all other participants in the plans. Messrs. Kent, Cummings and Fayard participate in the Thrift Plan and the Supplemental Thrift Plan. Mr. Finan participates in the International Thrift Plan. Mr. Reyes participates in a Mexico-based thrift plan.
                Deferred Compensation Plan

                We adopted TheCoca-Cola Company Deferred Compensation Plan (the "Deferred“Deferred Compensation Plan"Plan”) in 2002. We chose to offer this program because it provides an opportunity for the U.S. based participants, including the eligible Named Executive Officers, to save for future financial needs at little cost to the Company. The amount of base salary and annual incentive earned by the employee is not affected by the Deferred Compensation Plan. The Deferred Compensation Plan essentially operates as an uninsured, tax-advantaged personal savings account of the employee, administered by the Company, and contributes to the Company'sCompany’s attractiveness as an employer. The Company may hedge the liability, invest the cash retainedand/or use the cash in its business. The Deferred Compensation Plan offers a range of deemed investment options, including various equity funds, a bond fund, and a money market fund. The categories of investment options are similar to those in the Thrift & Investment Plan, although the number of fundfewer choices is smallerare allowed in the Deferred Compensation Plan. The Deferred Compensation Plan does not guarantee a return or provide for above-market preferential earnings. In fact, due to the downturn in world markets, the weighted average return of the various deemed investment choices under the Deferred Compensation Plan in 2008 was negative 25%.

                For a more detailed discussion of the Deferred Compensation Plan, see the 20082009 Nonqualified Deferred Compensation table and accompanying narrative beginning on page 68.

                79.

                Severance Plan
                TheCoca-Cola

                       The Coca-Cola Company Severance Pay Plan (the "Severance Plan"“Severance Plan”) for its U.S. based employees and participants in the International Service Program pays benefits in specific circumstances such as when an employee'semployee’s position is eliminated. All non-union, non-manufacturing U.S. employees, including the U.S. based Named Executive Officers, are covered by the Severance Plan. Payments are based on job grade leveland/or length of service. For the U.S. based Named Executive Officers, the maximum payment under the Severance Plan is two times base salary. This amount was determined to be appropriate for senior employees, including the Named Executive Officers, to assist in transition to new employment, as it may take a longer period of time for a more


                60

                senior executive to find comparable employment. Mr. Reyes'Reyes’ separation arrangements are governed by Mexican law. The Company has no separate termination arrangements with any of the Named Executive Officers. For a more detailed discussion of the Severance Plan, see page 8192 and Payments on Termination or Change in Control beginning on page 69.

                80.

                Change in Control

                The Company has change in control provisions in its annual incentive plan,Performance Incentive Plan, its equity compensation plans and its retirement plans. These provisions apply equally to all plan participants, including the Named Executive Officers. The provisions require that the event that triggers the change in control, such as an acquisition, actually be completed. The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred.
                We do not provide a taxgross-up for any change in control situation. We have



                no additional change in control agreements or arrangements with any of the Named Executive Officers and do not provide a tax gross-up for any change in control situation.

                Officers.

                The change in control provisions were adopted to ensure that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction will not be tempted to act in their own interests rather than the interests of the shareowners in general. Thus, the provisions are designed to make any transaction neutral to the employees'employees’ economic interests. Employees likely would not be in a position to influence the Company'sCompany’s performance after a change in control and might not be in a position to earn their incentive awards or vest in their equity awards. Therefore, the Company believes that the change in control provisions are fair and protect shareowner value.

                The annual incentive plan provides that the annual incentive be paid at target (and in no event above target) upon a change in control, prorated for the actual number of months worked in the year.

                Generally, our equity compensation plans provide that restricted stock and stock options will vest in full upon a change in control. TheBeginning in 2008, the performance share units granted in 2008 do not contain a provision that provides that participants are entitled to receive the target number of shares upon a change in control provisions.control. However, if restricted stock has been awarded after the performance goals have been met, any additional service-based restrictions will lapse upon a change in control.

                The Compensation Committee believes that the provisions provided under both our annual incentive plan and equity compensation plans are appropriate since an employee's position could be adversely affected by a change in control even if he or she is not terminated. These plans provide, however, that the Board of Directors may determine in advance of a change in control event that the provisions would not apply and therefore no accelerated vesting would occur.

                       The Company'sCompany’s retirement plans also contain change in control provisions that affect all participants equally, including the Named Executive Officers. The employee must actually leave the Company within two years of a change in control in order to receive this benefit. There are no additional credited years of service. Under the RetirementPension Plan and the Supplemental Pension Plan, for benefits accrued under the defined benefit formula, upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. In addition, employees terminating prior to earliest retirement age will receive an early retirement subsidy calculated as if they had reached earliest retirement age. A change in control has no effect on the cash balance portion of the Pension Plan.

                The Overseas Plan contains the same provision as the Pension Plan and, in addition, normal retirement age is also reduced to age 60, resulting in a larger retirement benefit. The Company believes these provisions provide some security with respect to pension benefits.benefits in the event of a change in control.


                61

                For a more detailed discussion of these change in control arrangements, see Payments on Termination or Change in Control beginning on page 69.

                80.

                Tax Compliance Policy

                Section 162(m) of the Tax Code limits deductibility of certain compensation for the chief executive officer and the three other executive officers (other than the chief financial officer) who are highest paid and employed at year-end ("(“Covered Employees"Employees”) to $1 million per year. If certain conditions are met, performance-based compensation may be excluded from this limitation. While we do not design our compensation programs solely for tax purposes, we do design our plans to be tax efficient for the Company where possible and where the design does not add a layer of complexity to the plans or their administration. Our shareowner-approved incentive plans, stock option plans and certain awards under TheCoca-Cola Company 1989 Restricted Stock Award Plan (the "1989“1989 Restricted Stock Plan"Plan”) meet the conditions necessary for deductibility. However, if following the



                requirements of Section 162(m) would not be in the interests of shareowners, the Compensation Committee may exercise discretion to pay nondeductible compensation. As described above, this was the case with the annual incentives for 2008.

                Tax and Accounting Implications of Each Form of Compensation
                • Salary is expensed when earned and is not deductible over $1 million for Covered Employees. In 2009, $200,000 of salary was not deductible.
                • Annual incentives are expensed during the year when payout is probable. The portion paid under shareowner-approved measures meets the requirements of Section 162(m) of the Tax Code and is deductible. Any discretionary amount paid under non-objectively verifiable criteria is not deductible over $1 million for Covered Employees. All annual incentive payments for 2009 to Named Executive Officers were deductible.
                • Stock options are expensed in accordance with FASB Topic 718, which is generally over the vesting period. The stock option plans have been approved by shareowners and the amounts realized are deductible upon exercise of the options.
                • Performance share units are expensed in accordance with FASB Topic 718, which is generally over the performance period and the subsequent holding period. They are expensed when payout is probable. The plan has been approved by shareowners and awards are deductible when shares are released.
                • Performance-based restricted stock is expensed in accordance with FASB Topic 718, which is generally over the performance period when payout is probable. The plan has been approved by shareowners and awards are deductible when shares are released.
                • Time-based restricted stock is expensed in accordance with FASB Topic 718, which is generally over the restriction period. The plan has been shareowner-approved but time-based restricted stock is not deductible over $1 million for Covered Employees. No non-deductible restricted stock grants were made to any Named Executive Officer in 2009.


                62

                  •
                  Salary is expensed when earned and is not deductible over $1 million for Covered Employees.

                  •
                  Annual incentives are expensed during the year when payout is probable. The portion paid under shareowner-approved measures meets the requirements of Section 162(m) of the Tax Code and is deductible. Any discretionary amount paid under non-objectively verifiable criteria is not deductible over $1 million for Covered Employees.

                  •
                  Stock options are expensed in accordance with FAS 123R, which is generally over the vesting period. The stock option plans have been approved by shareowners and the amounts realized are deductible upon exercise of the options.

                  •
                  Performance share units are expensed in accordance with FAS 123R, which is generally over the performance period and the subsequent holding period. They are expensed when payout is probable. The plan has been approved by shareowners and awards are deductible when shares are released.

                  •
                  Performance-based restricted stock is expensed in accordance with FAS 123R, which is generally over the performance period when payout is probable. The plan has been approved by shareowners and awards are deductible when shares are released.

                  •
                  Time-based restricted stock is expensed in accordance with FAS 123R, which is generally over the restriction period. The plan has been shareowner-approved but time-based restricted stock is not deductible over $1 million for Covered Employees. No non-deductible restricted stock grants were made to any Named Executive Officer in 2008.

                Ownership Guidelines

                For many years, the Company has had share ownership guidelines for senior executives, including the Named Executive Officers. The ownership guidelines prior to January 1, 2009 were:

                are:


                		Role

                		Value of Common Stock to be Owned

                Chief Executive Officer  Lesser of 58 times base salary or 150,000 shares
                  
                Executive Vice Presidents and Group Presidents President and Chief Operating Officer4 times base salary
                   
                Lesser of 4Other Senior Executives2 times base salary or 85,000 shares
                  
                Business Unit Presidents Below Senior Executive Level Group Presidents, Chief Financial Officer, and President, Bottling Investments Group1 time base salary
                   Lesser of 3 times base salary or 40,000 shares
                Officers, job grade 18 and aboveLesser of 2 times base salary or 20,000 shares
                Function heads, job grade 18 and aboveLesser of 1 times base salary or 10,000 shares

                The Chairman of the Board and Chief Executive Officer and the Compensation Committee monitorsmonitor compliance annually. Each executive has five years from the date he or she becomes a senior executive to meet his or her target. If an executive is promoted and the target is increased, an additional two-year period is provided to meet the target. Based on the guidelines in effect in 2008, Mr. Isdell met his target. Immediately prior to his promotion, Mr. Kent met his target as President. Due to the Company's stringent insider trading policy, which prohibits transactions in Company stock except during announced trading periods, Mr. Kent had not been able



                to meet the Chief Executive Officer target as of December 31, 2008. Messrs. Cummings, Fayard, Finan and Reyes have met or exceeded their share ownership targets. Mr. Kent’s share ownership target was increased from 5 to 8 times base salary in 2008 when he became Chief Executive Officer of the Company. Mr. Kent has achieved 79% of his current share ownership target. Per program guidelines, he has until 2014 to achieve his share ownership objective. Shares counted toward the guidelines include:

                  •
                  shares held of record or in a brokerage account by the senior executive or his or her spouse;

                  •
                  shares and share units held in the Thrift Plan, the International Thrift Plan, and the Supplemental Thrift Plan, including any Company match;

                  •
                  shares of time-based restricted stock;

                  •
                  shares of performance-based restricted stock or performance-based restricted stock units after the necessary performance criteria (other than any holding period) have been satisfied; and

                  •
                  shares of restricted stock or restricted stock units awarded upon satisfaction of the necessary performance criteria under the performance share unit program.

                       New ownership guidelines were adopted effective January 1, 2009. These new guidelines increase the number of shares some senior executives are required to own. In addition, equity awards beginning February 2009 contain a provision requiring any senior executive who has not met his or her ownership guidelines within the required period to retain all shares necessary to satisfy the guidelines after paying the exercise price and/or taxes.

                       The new ownership guidelines are:



                		Role

                		Value of Common Stock to be Owned

                 • Chief Executive Officershares held of record or in a brokerage account by the senior executive or his or her spouse;8 times base salary
                 
                 • Executive Vice Presidentsshares and Group Presidentsshare units held in the Thrift Plan, the International Thrift Plan, and the Supplemental Thrift Plan, including any Company match;4 times base salary
                 
                 • Other Senior Executivesshares of time-based restricted stock;2 times base salary
                 
                 • Business Unit Presidents Below Senior Executive Levelshares of performance-based restricted stock or performance-based restricted stock units after the necessary performance criteria have been satisfied; and
                 • 1 times base salaryshares of restricted stock or restricted stock units awarded upon satisfaction of the necessary performance criteria under the performance share unit program.
                In recognition of achievement of the ownership objective, the Compensation Committee has the discretion to increase the annual long-term incentive award 5%–15% once the objective has been met and maintained for a year. As an example, any executive who had achieved his or her objective as of December 31, 2008 is eligible for the additional value as part of their 2010 annual long-term incentive award. This additional value is awarded one time only. None of the Named Executive Officers received this additional award in 2009; however, Messrs. Cummings, Fayard, Finan and Reyes received one-time awards in 2010.
                Further, to ensure compliance with the guidelines, management has the discretion, with Compensation Committee approval, to withhold a portion of up to 50% of the annual cash incentive if an individual is not compliant at the end of the achievement period. The Committee also may mandate the retention of 100% of net shares, after settlement of taxes and transaction fees, acquired pursuant to equity awards made January 1, 2009 and after.


                63

                Trading Controls

                Executive Officers, including the Named Executive Officers, are required to receive the permission of the Company'sCompany’s General Counsel prior to entering into transactions in Company securities, including those involving derivatives, other than the exercise of employee stock options. Permission is not granted for hedging transactions. Generally, trading is permitted only during announced trading periods. Employees who are subject to trading restrictions, including the Named Executive Officers, may enter into a trading plan under SECRule 10b5-1. These trading plans may be entered into only during an open trading period and must be approved by the Company. The Executive Officer bears full responsibility if he or she violates Company policy by permitting shares to be bought or sold without preapproval or when trading is restricted. The Company does not restrict pledges as pledging can provide a more attractive interest rate for personal loans. All shares held in brokerage margin accounts can be considered "pledged"“pledged” and the Company has not forbidden margin accounts. However, as of year-end,December 31, 2009, no Executive Officers have pledged shares of Common Stock. The Executive Officer bears full responsibility if he or she violates Company policy by permitting shares to be bought or sold without preapproval or when trading is restricted.



                REPORT OF THE COMPENSATION COMMITTEE

                The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company'sCompany’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008.

                2009.
                Cathleen P. Black, Chair
                Ronald W. Allen
                Alexis M. Herman
                Maria Elena Lagomasino
                James D. Robinson III

                Cathleen P. Black, Chair
                Ronald W. Allen
                Alexis M. Herman
                Maria Elena Lagomasino
                James D. Robinson III

                COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

                The Compensation Committee is comprised entirely of the five independent Directors listed above. Other than James D. Robinson III, Compensation Committee members do not have anynon-trivial professional, familial or financial relationship with the Chief Executive Officer, other Executive Officers orof the Company, other than his or her directorship.

                Adaughter-in-law of James D. Robinson III, one of our Directors and a member of the Compensation Committee, has an indirect minority equity interest in Delaware North. The Company'sCompany’s relationship with Delaware North is described on page 25.


                31.


                64


                EXECUTIVE COMPENSATION

                The following tables, narrative and footnotes discuss the compensation of the two individuals who served as Chief Executive Officer, during 2008, the Chief Financial Officer and the three other most highly compensated Executive Officers during 2008.

                2009.

                20082009 Summary Compensation Table

                Name and
                Principal Position
                (a)                		 Year
                (b)                		 Salary
                ($)
                (c)                		 Bonus
                ($)
                (d)                		 Stock
                Awards
                ($)
                (e)                		 Option
                Awards
                ($)
                (f)                		 Non-Equity
                Incentive
                Plan
                Compensation
                ($)
                (g)                		 Change in
                Pension Value
                and
                Nonqualified
                Deferred
                Compensation
                Earnings
                ($)
                (h)                		 All Other
                Compensation
                ($)
                (i)                		 Total
                ($)
                (j)                		 

                E. Neville Isdell1
                Chairman of the Board
                 

                		  2008
                2007
                2006                		 $

                		1,650,000
                1,612,500
                1,500,000                		 $

                		4,500,000
                0
                0                		 $

                		2,754,247
                9,426,234
                10,195,698                		 $

                		8,798,041
                7,369,657
                7,290,000                		 $

                		0
                6,649,500
                5,500,000                		 $

                		6,580,733
                6,009,984
                5,371,105                		 $

                		984,299
                816,670
                545,407                		 $

                		25,267,320
                31,884,545
                30,402,210                		 

                Muhtar Kent1
                President and Chief Executive Officer

                		  2008
                2007
                2006                		  1,100,000
                1,000,000
                773,077                		  4,500,000
                0
                0                		  617,978
                3,690,544
                1,177,850                		  4,231,249
                3,198,868
                1,072,533                		  0
                3,797,500
                1,809,962                		  2,792,762
                1,125,995
                532,178                		  748,182
                749,353
                871,563                		  13,990,171
                13,562,260
                6,237,163                		 

                Alexander B. Cummings, Jr.2
                Executive Vice President and Chief Administrative Officer

                		  2008  643,127  950,000  1,046,557  1,587,834  0  450,641  617,726  5,295,885 

                Gary P. Fayard
                Executive Vice President and Chief Financial Officer

                		  2008
                2007
                2006                		  732,777
                687,387
                616,298                		  1,100,000
                0
                0                		  538,521
                3,584,823
                4,039,666                		  2,244,478
                3,286,368
                2,056,278                		  0
                1,915,900
                1,493,588                		  1,081,237
                547,014
                563,197                		  98,391
                87,789
                69,499                		  5,795,404
                10,109,281
                8,838,526                		 

                Irial Finan3
                Executive Vice President and President, Bottling Investments and Supply Chain

                		  2008
                2007                		  778,125
                750,000                		  1,350,000
                0                		  1,322,408
                1,733,289                		  1,597,544
                1,238,752                		  0
                1,598,400                		  310,201
                155,726                		  677,479
                372,727                		  6,035,757
                5,848,894                		 

                José Octavio Reyes
                President, Latin America Group

                		  2008
                2007
                2006                		  606,081
                568,842
                543,793                		  1,250,000
                0
                0                		  (104,122
                2,776,995
                3,263,700                		)

                		 2,066,165
                3,434,315
                1,693,724                		  0
                1,364,800
                1,185,810                		  495,457
                970,873
                708,081                		  399,036
                544,534
                446,839                		  4,712,617
                9,660,359
                7,841,947                		 
                1
                Mr. Isdell served as Chief Executive Officer from January to June 2008. Mr. Kent began his service as Chief Executive Officer in July 2008.

                2
                Compensation for Mr. Cummings is provided only for 2008 because he was not a Named Executive Officer for 2006 or 2007.

                3
                Compensation for Mr. Finan is provided only for 2007 and 2008 because he was not a Named Executive Officer for 2006.

                                                     
                                    Change in
                		       
                                    Pension Value
                		       
                                    and
                		       
                                 Non-Equity
                		  Nonqualified
                		       
                                 Incentive
                		  Deferred
                		       
                           Stock
                		  Option
                		  Plan
                		  Compensation
                		  All Other
                		    
                Name and
                		    Salary
                		  Bonus
                		  Awards
                		  Awards
                		  Compensation
                		  Earnings
                		  Compensation
                		  Total
                		 
                Principal Position
                		 Year
                		  ($)
                		  ($)
                		  ($)
                		  ($)
                		  ($)
                		  ($)
                		  ($)
                		  ($)
                		 
                (a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
                Muhtar Kent
                		  2009  $1,200,000  $0  $0  $7,433,790  $5,500,000  $4,019,949  $659,274  $18,813,013 
                Chairman of the Board and  2008   1,100,000   4,500,000   2,999,975   10,280,428   0   2,792,762   748,182   22,421,347 
                Chief Executive Officer  2007   1,000,000   0   1,999,995   2,924,141   3,797,500   1,125,995   749,353   11,596,984 
                Alexander B. Cummings, Jr.1
                		  2009   700,000   0   0   2,319,604   1,200,000   487,013   66,046   4,772,663 
                Executive Vice President and  2008   643,127   950,000   1,451,950   3,065,935   0   450,641   617,726   7,179,379 
                Chief Administrative Officer                                    
                Gary P. Fayard
                		  2009   741,600   0   0   2,319,604   1,680,000   953,558   60,774   5,755,536 
                Executive Vice President and  2008   732,777   1,100,000   1,849,997   2,260,602   0   1,081,237   98,391   7,123,004 
                Chief Financial Officer  2007   687,387   0   1,480,021   2,163,859   1,915,900   547,014   87,789   6,881,970 
                Irial Finan
                		  2009   787,500   0   0   2,141,174   1,505,000   576,604   414,285   5,424,563 
                Executive Vice President and  2008   778,125   1,350,000   1,451,950   1,774,271   0   310,201   677,479   6,342,026 
                President, Bottling  2007   750,000   0   1,319,998   1,929,929   1,598,400   155,726   372,727   6,126,780 
                Investments and Supply Chain                                    
                José Octavio Reyes2
                		  2009   617,871   0   0   2,676,470   1,400,000   1,400,898   522,288   6,617,527 
                President, Latin America  2008   606,081   1,250,000   1,649,992   2,016,214   0   495,457   399,036   6,416,780 
                Group  2007   568,842   0   1,584,007   2,315,913   1,364,800   970,873   544,534   7,348,969 

                1Compensation for Mr. Cummings is provided only for 2009 and 2008 because he was not a Named Executive Officer for 2007.
                2Compensation for Mr. Reyes, a Mexico-based employee, is delivered in Mexican pesos. In calculating the dollar equivalent for recurring items that are not denominated in U.S. dollars, the Company converts each payment into dollars based on the average exchange rate in effect for the month in which the payment was made. For purposes of converting the pension value into dollars, the December 31 exchange rate is used.
                Bonus (Column (d))

                The Company paid annual incentives to the Named Executive Officers for 2009 based on pre-determined performance metrics. These payments, which were made under the Company’s annual Performance Incentive Plan, are reported in the Non-Equity Incentive Plan Compensation column (column (g)). As described in the Compensation Discussion and AnalysisCompany’s 2009 Definitive Proxy Statement beginning on page 38, the Company paid discretionary bonuses to the Named Executive Officers for 2008. For 2007 and 2006,Therefore, the annual incentives were paid pursuant to the formula under the Performance Incentive Plan (as set forthincentive amount for 2008 is reflected in the Company's 2008 Proxy Statement) and reported in Column (g) (Non-Equity Incentive Plan Compensation)this column (d).


                Stock Awards (Column (e))
                The amount in the Stock Awards column is the grant date fair value of stock awards determined pursuant to FASB Topic 718. All of the awards to Named Executive Officers in 2008 and 2007 are Performance Share Units (“PSUs”). No stock awards were made to Named Executive Officers in 2009.


                65

                PSUs provide an opportunity for employees to receive restricted stock if certain performance criteria are met for a three-year performance period. If the minimum performance criterion is not met, no award is earned. If at least the minimum performance criterion is attained, awards can range from 50% of the target number of shares to 150% of the target number of shares. The amounts in the table above reflect the value of the PSUs at the target (or 100%) level. The charts below provide the potential value of the PSUs at the threshold, target and maximum levels for each of these awards. The status of each program is described on page 54 of the Compensation Discussion & Analysis.
                2008–2010 Performance Share Units
                Granted02/21/2008
                          
                      Value at Target
                		   
                   Value at Threshold
                		  (100%) (Reported in
                		  Value at Maximum 
                 Name  Level (50%)  Column (e) Above)  Level (150%) 
                 Mr. Kent  $1,499,988  $2,999,975  $4,499,963
                 Mr. Cummings  725,975  1,451,950  2,177,925
                 Mr. Fayard  924,999  1,849,997  2,774,996
                 Mr. Finan  725,975  1,451,950  2,177,925
                 Mr. Reyes  824,996  1,649,992  2,474,988
                          
                2007–2009 Performance Share Units
                Granted02/15/2007
                          
                      Value at Target
                		   
                   Value at Threshold
                		  (100%) (Reported in
                		  Value at Maximum 
                 Name  Level (50%)  Column (e) Above)  Level (150%) 
                 Mr. Kent  $999,998  $1,999,995  $2,999,993
                 Mr. Cummings  n/a1  n/a1  n/a1
                 Mr. Fayard  740,011  1,480,021  2,220,032
                 Mr. Finan  659,999  1,319,998  1,979,997
                 Mr. Reyes  792,004  1,584,007  2,376,011
                          
                1 Not reported because Mr. Cummings was not a Named Executive Officer in 2007.
                The Company cautions that the amounts reported for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s performance, stock price, and continued employment. Additional information on all outstanding stock awards is reflected in the 2009 Outstanding Equity Awards at Fiscal Year-End table on page 74.
                The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 9 to the Company’s consolidated financial statements in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009 (the“Form 10-K”). The Company grants PSUs and restricted stock under the 1989 Restricted Stock Plan. The material provisions of the 1989 Restricted Stock Plan are described on page 91.


                66

                To see the value actually received by the Named Executive Officers in 2009, refer to the 2009 Option Exercises and Stock Vested table on page 76.
                Option Awards (Column (f))
                The amounts reported in the StockOption Awards column reflectrepresent the accounting expense associated withgrant date fair value of stock option awards of performance share units ("PSUs"), restricted stock or restricted stock unitsgranted to each of the Named Executive Officers, calculated in accordance with FAS 123R.FASB Topic 718. Even though the awards may be forfeited, the amounts do not reflect this contingency.

                       In 2008, accounting expense related to the 2007–2009 PSUs was reversed for all Named Executive Officers as required by FAS 123R. The amounts reversed are detailed below. The total for Mr. Reyes is negative because the amount reversed exceeded the amount expensed for all of his other stock awards in 2008.

                The Company cautions that the amounts reported in the 20082009 Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company's performance,Company’s stock price and except for Mr. Isdell, continued employment. Additional information on all outstanding stockoption awards is reflected in the 20082009 Outstanding Equity Awards at Fiscal Year-End table on page 62.

                74.

                The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 159 to the Company'sCompany’s consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the "Form 10-K"). The Company grants PSUs and restricted stock under the 1989 Restricted Stock Plan. The material provisions of the 1989 Restricted Stock Plan are described on page 80.

                       The numbers are difficult to compare between the Named Executive Officers and also from year to year. This is mainly because the numbers represent the accounting expense for portions of several awards. The numbers also are affected by whether it appears probable or not that the performance conditions, if any, for outstanding awards will be met. In addition, the numbers are affected by whether a Named Executive Officer is retirement eligible since retirement eligibility reduces the period over which an award is expensed. To see the value of awards made to the Named Executive Officers in 2008, refer to the 2008 Grants of Plan-Based Awards table on page 60. To see the value actually received by the Named Executive Officers in 2008, refer to the 2008 Option Exercises and Stock Vested table on page 65.

                       Shown below is the detail of the total amount shown in the Stock Awards column as it relates to specific past awards:



                		Name


                		2008 Stock Expense


                		2007 Stock Expense


                		2006 Stock Expense

                Mr. Isdell•$3,599,992 for 08-10 PSUs•$5,200,017 for 07-09 PSUs•$6,558,934 for 06-08 PSUs
                •($2,600,008) for 07-09 PSUs•$1,513,600 for 06-08 PSUs•$1,848,294 for 05-07 PSUs
                •$1,009,067 for 06-08 PSUs•$924,147 for 05-07 PSUs•$1,788,470 for July 2004 restricted
                •$745,196 for July 2004 restricted•$1,788,470 for July 2004 restrictedstock
                stockstock
                Mr. Kent•$1,286,875 for 08-10 PSUs•$2,299,994 for 07-09 PSUs•$761,950 for 06-08 PSUs
                •($1,299,997) for 07-09 PSUs•$979,650 for 06-08 PSUs•$415,900 for February 2006
                •$217,700 for 06-08 PSUs•$410,900 for February 2006performance-based restricted
                •$413,400 for February 2006performance-based restrictedstock
                performance-based restricted stockstock
                Mr. Cummings•$164,589 for 08-10 PSUsNot applicable becauseNot applicable because
                •($124,740) for 07-09 PSUsMr. Cummings was not a NamedMr. Cummings was not a Named
                •$391,860 for 06-08 PSUsExecutive Officer for 2007.Executive Officer for 2006.
                •$438,104 for 05-07 PSUs
                •$176,744 for 04-06 PSUs



                		Name


                		2008 Stock Expense


                		2007 Stock Expense


                		2006 Stock Expense

                Mr. Fayard•$793,578 for 08-10 PSUs•$1,702,024 for 07-09 PSUs•$1,244,000 for 06-08 PSUs
                •($962,014) for 07-09 PSUs•$746,400 for 06-08 PSUs•$1,217,007 for 05-07 PSUs
                •$248,800 for 06-08 PSUs•$494,409 for 05-07 PSUs•$1,118,003 for 04-06 PSUs
                •$413,400 for February 2006•$186,334 for 04-06 PSUs•$415,900 for February 2006
                performance-based restricted•$410,900 for February 2006performance-based restricted
                stockperformance-based restrictedstock
                •$38,250 for October 1998stock•$38,250 for October 1998
                restricted stock•$38,250 for October 1998restricted stock
                •$6,507 for October 1994restricted stock•$6,506 for October 1994
                restricted stock•$6,506 for October 1994 restricted stockrestricted stock
                Mr. Finan•$156,028 for 08-10 PSUs•$382,800 for 07-09 PSUsNot applicable because Mr. Finan
                •($118,800) for 07-09 PSUs•$457,170 for 06-09 PSUswas not a Named Executive Officer
                •$391,860 for 06-08 PSUs•$453,720 for 05-07 PSUsfor 2006.
                •$453,720 for 05-07 PSUs•$439,599 for October 2006
                •$439,600 for October 2006 performance-based restricted stock•performance-based restricted stock
                Mr. Reyes•$707,783 for 08-10 PSUs•$1,821,608 for 07-09 PSUs•$1,153,810 for 06-08 PSUs
                •($1,029,605) for 07-09 PSUs•$587,790 for 06-08 PSUs•$1,029,272 for 05-07 PSUs
                •$217,700 for 06-08 PSUs•$367,597 for 05-07 PSUs•$1,080,618 for 04-06 PSUs

                Option Awards (Column (f))

                       The amounts reported in the Option Awards column represent the accounting expense for option grants to each of the Named Executive Officers, calculated in accordance with FAS 123R. Even though the awards may be forfeited, the amounts do not reflect this contingency.

                       The Company cautions that the amounts reported in the 2008 Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company's stock price and, except for Mr. Isdell, continued employment. Additional information on all outstanding option awards is reflected in the 2008 Outstanding Equity Awards at Fiscal Year-End table on page 62.

                       The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 15 to the Company's consolidated financial statements in the Form 10-K. The options were awarded under TheCoca-Cola Company 1999 Stock Option Plan (the "1999“1999 Stock Option Plan"Plan”), TheCoca-Cola Company 2002 Stock Option Plan (the "2002“2002 Stock Option Plan"Plan”), or TheCoca-Cola Company 2008 Stock Option Plan (the "2008“2008 Stock Option Plan"Plan”). The material provisions of the plans are described on page 79.

                       The numbers are difficult to compare between the Named Executive Officers and also from year to year. This is mainly because the numbers represent accounting expense for portions of several awards. The numbers also are affected by whether a Named Executive Officer is retirement eligible since retirement eligibility reduces the period over which an award is expensed.

                       To see the value of awards made to the Named Executive Officers in 2008, refer to the 2008 Grants of Plan-Based Awards table on page 60. 91.

                To see the value actually received by the Named Executive Officers upon exercise of options and vesting of stock in 2008,2009, refer to the 20082009 Option Exercises and Stock Vested table on page 65.

                76.

                       Shown below is the detail of the total amount shown in the Option Awards column as it relates to specific past awards:



                		Name


                		2008 Option Expense


                		2007 Option Expense


                		2006 Option Expense

                Mr. Isdell•$8,798,041 for February 2008 options•$7,369,657 for February 2007 options•$7,290,000 for February 2006 options
                Mr. Kent•$689,019 for July 2008 options•$2,436,785 for February 2007•$614,250 for December 2005
                •$3,054,873 for February 2008optionsoptions
                options•$614,250 for December 2005•$458,283 for May 2005 options
                •$487,357 for February 2007options
                options•$147,833 for May 2005 options
                Mr. Cummings•$179,398 for July 2008 optionsNot applicable becauseNot applicable because
                •$369,640 for February 2008Mr. Cummings was not a NamedMr. Cummings was not a Named
                optionsExecutive Officer for 2007.Executive Officer for 2006.
                •$506,608 for February 2007 options
                •$255,938 for December 2005 options
                •$276,250 for December 2004 options
                Mr. Fayard•$1,883,835 for February 2008 options•$1,803,215 for February 2007 options•$737,100 for December 2005
                options
                •$360,643 for February 2007 options•$737,100 for December 2005 options•$368,333 for December 2004 options
                •$368,333 for December 2004 options•$377,720 for December 2003 options
                •$377,720 for December 2003 options•$573,125 for December 2002 options
                Mr. Finan•$369,640 for February 2008
                options                		•$402,069 for February 2007
                options                		Not applicable because Mr. Finan was not a Named Executive Officer
                •$482,482 for February 2007 options•$286,650 for December 2005 optionsfor 2006.
                •$286,650 for December 2005 options•$276,250 for December 2004 options
                •$276,250 for December 2004 options•$273,783 for August 2004 options
                •$182,522 for August 2004 options
                Mr. Reyes•$1,680,179 for February 2008 options•$1,929,928 for February 2007 options•$655,200 for December 2005
                options
                •$385,986 for February 2007 options•$655,200 for December 2005 options•$471,467 for December 2004 options
                •$471,467 for December 2004 options•$377,720 for December 2003 options
                •$377,720 for December 2003 options•$189,337 for December 2002 options

                       Details of each of the grants reflected above can be found in the 2008 Outstanding Equity Awards at Fiscal Year-End table on page 62.

                Non-Equity Incentive Plan Compensation (Column (g))

                The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each Named Executive Officer under the Company'sCompany’s annual incentive planPerformance Incentive Plan in 20072009 and 2006, respectively.2007. The material provisions of that plan are described on page 79.90. As discussed in the Compensation Discussion and AnalysisCompany’s 2009 Definitive Proxy Statement beginning on page 38, discretionary bonuses were paid for 2008, as reported in Column (d).


                Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

                The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2009, 2008, 2007 and 20062007 are comprised entirely of changes between December 31, 2008 and December 31, 2009, between December 31, 2007 and December 31, 2008, and between December 31, 2006 and December 31, 2007, and between December 31, 2005 and December 31, 2006, respectively, in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers.

                       Mr. Isdell's change in pension value is significant because he was rehired after retirement at a substantially higher rate of pay. As of December 31, 2008, he had 34.5 years of service. As a result, each year Mr. Isdell works since rehire replaces an earlier year of lower eligible compensation. This treatment applies to all rehired plan participants.

                The assumptions used by the Company in calculating the change in pension value are described on page 67.

                78.

                The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (Column (h)) are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company'sCompany’s audited financial statements for the fiscal years ended December 31, 2009, December 31, 2008, December 31, 2007, December 31, 2006, and December 31, 2005.2006. As described on page 67,78, the Company's Company’s


                67

                retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, which apply to all participants under such plans. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company'sCompany’s retirement plans during any given year.

                None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts. In fact, the accounts of the Named Executive Officers who participated in the Deferred Compensation Plan declined substantially in value due to the downturn in world markets in 2008. The material provisions of the Company'sCompany’s retirement plans and Deferred Compensation Plan are described beginning on page 7787 and on page 80.

                92.

                All Other Compensation (Column (i))

                The amounts reported in the All Other Compensation column reflect, for each Named Executive Officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Thrift Plan, the Supplemental Thrift Plan, the International Thrift Plan and the Mexico Plan (collectively, the "Company“Company Thrift Plans"Plans”); and (iv) the dollar value of life insurance premiums paid by the Company. Amounts contributed to the Company Thrift Plans are calculated on the same basis for all participants in the relevant plan, including the Named Executive Officers. The material provisions of the Company Thrift Plans are described beginning on page 77.

                89.

                The following table outlines those (i) perquisites and other personal benefits and (ii) additional all other compensation required by SEC rules to be separately quantified. A dash indicates that the Named Executive Officer received the perquisite or personal benefit but the amount was not required to be disclosed under SEC rules. The narrative following the



                table describes in more detail all categories of perquisites and other personal benefits provided by the Company in 2008.

                2009.
                 
                		  
                		 Perquisites and Other Personal Benefits  
                		  
                		 Additional All Other Compensation 
                Name Year Aircraft
                Usage                		 Car and
                Driver                		 Club
                Memberships                		 Security International
                Service
                Program
                Benefits                		 Financial
                Planning                		  
                		 Tax
                Reimbursement                		 Company
                Contributions
                to Company
                Thrift Plans                		 Life
                Insurance
                Premiums                		 

                Mr. Isdell

                		 2008
                2007
                2006                		 $

                		519,129
                341,849
                172,298                		 $

                		98,399
                80,116
                82,097                		 $0
                  0
                  0                		 $

                		67,352
                117,065
                64,766                		 N/A
                N/A
                N/A                		 —
                —
                $0                		 

                		 $

                		33,942
                48,169
                43,146                		 $

                		248,985
                213,375
                180,000                		 $

                		3,492
                3,096
                3,100                		 

                Mr. Kent

                		 2008
                2007
                2006                		  229,484
                42,621
                —                		  204,754
                163,058
                71,098                		   0
                  0
                  0                		  65,348
                66,707
                68,819                		 $  61,294
                361,879
                644,449                		 —
                —
                —                		 

                		  27,865
                19,385
                28,417                		  146,925
                84,299
                47,098                		  1,512
                1,404
                1,404                		 

                Mr. Cummings

                		 2008  0  0   0  0 557,607   0    2,398  56,677  1,044 

                Mr. Fayard

                		 2008
                2007
                2006                		  —
                —
                —                		  0
                0
                0                		   0
                  0
                  0                		  0
                0
                0                		 N/A
                N/A
                N/A                		 —
                —
                  0                		 

                		  7,319
                5,825
                2,256                		  79,460
                71,049
                65,439                		  1,512
                1,404
                1,404                		 

                Mr. Finan

                		 2008
                2007                		  0
                0                		  0
                0                		   0
                  0                		  0
                0                		 599,110
                303,295                		   0
                  0                		 
                		  6,137
                5,857                		  71,296
                62,747                		  936
                828                		 

                Mr. Reyes

                		 2008
                2007
                2006                		  0
                0
                —                		  220,239
                389,939
                264,960                		 N/A
                N/A
                N/A                		  138,681
                108,484
                90,005                		 N/A
                N/A
                N/A                		   0
                —
                  0                		 

                		  0
                0
                32,818                		  15,892
                14,947
                37,977                		  24,224
                22,461
                20,679                		 

                                                          
                    Perquisites and Other Personal Benefits    Additional All Other Compensation
                            International
                		      Company
                		  
                            Service
                		      Contributions
                		 Life
                    Aircraft
                		 Car and
                		 Club
                		   Program
                		 Financial
                		  Tax
                		 to Company
                		 Insurance
                Name Year Usage Driver Memberships Security Benefits Planning  Reimbursement Thrift Plans Premiums
                Mr. Kent  2009  $130,930  $166,481   $0  $102,741   N/A   —   $73,502  $171,000  $1,620 
                   2008   229,484   204,754   0   65,348  $61,294   —    27,865   146,925   1,512 
                   2007   42,621   163,058   0   66,707   361,879   —    19,385   84,299   1,404 
                Mr. Cummings  2009   0   0   0   0   5,430   —    0   49,500   1,116 
                   2008   0   0   0   0   557,607   $0    2,398   56,677   1,044 
                Mr. Fayard  2009   —   0   0   0   N/A   —    0   55,248   1,620 
                   2008   —   0   0   0   N/A   —    7,319   79,460   1,512 
                   2007   —   0   0   0   N/A   —    5,825   71,049   1,404 
                Mr. Finan  2009   37,346   0   0   0   298,526   0    13,244   64,125   1,044 
                   2008   0   0   0   0   599,110   0    6,137   71,296   936 
                   2007   0   0   0   0   303,295   0    5,857   62,747   828 
                Mr. Reyes  2009   0   370,495   0   118,224   N/A   0    0   15,868   17,701 
                   2008   0   220,239   N/A   138,681   N/A   0    0   15,892   24,224 
                   2007   0   389,939   N/A   108,484   N/A   —    0   14,947   22,461 

                Aircraft Usage

                The Company owns and operates business aircraft to allow employees to safely and efficiently travel for business purposes around the world. Given the Company'sCompany’s significant global presence, we believe it is a business imperative for senior leaders to be on the ground at our overseas operations. The Company-owned aircraft allow employees to be far more productive than if commercial flights were utilized, as the aircraft provide a confidential and highly productive environment in which to conduct business without the schedule constraints imposed by commercial airline service. For example, the Company estimates that, in 2008, Mr. Kent was able to visit 75% more business locations than had he been required to rely on commercial airlines. Some of these locations are outside reasonable commercial airline service areas.


                68

                The Company aircraft were made available to the Named Executive Officers for their personal use in the following situations:

                  •
                  Messrs. Isdell and Kent are required by the Board to use the Company aircraft for all travel, both business and personal. This is required for security purposes due to the high profile and global nature of our business and our highly symbolic and well recognized brands, as well as to ensure that they can be immediately available to respond to business priorities from any location around the world. This arrangement also allows travel time to be used productively for the Company. Messrs. Isdell and Kent, and their immediate families traveling with them, use the Company aircraft for a reasonable number of personal trips. Consistent with past practice, the Company reimburses Mr. Isdell for taxes incurred because of his personal use of Company aircraft. However, Mr. Kent is not provided a tax reimbursement for personal use of aircraft.

                    No other Named Executive Officer used the Company aircraft for personal purposes in 2008.

                  •
                  Infrequently, spouses and guests of Named Executive Officers ride along on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the Company. Income is imputed to the Named Executive Officer for income tax purposes, but no tax reimbursement is provided in this situation.

                  • Mr. Kent is required by the Board to use the Company aircraft for all travel, both business and personal. This is required for security purposes due to the high profile and global nature of our business and our highly symbolic and well recognized brands, as well as to ensure that he can be immediately available to respond to business priorities from any location around the world. This arrangement also allows travel time to be used productively for the Company. Mr. Kent and his immediate family traveling with him use the Company aircraft for a reasonable number of personal trips. Mr. Kent is not provided a tax reimbursement for personal use of aircraft.
                  • No other Named Executive Officers use Company aircraft for personal purposes except in extraordinary circumstances. Mr. Finan had one trip on Company aircraft in 2009 for personal reasons due to a death in his family. Mr. Finan was not provided a tax reimbursement for personal use of aircraft. No other Named Executive Officer used the Company aircraft solely for personal purposes in 2009.
                  • Infrequently, spouses and guests of Named Executive Officers ride along on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the Company. Income is imputed to the Named Executive Officer for income tax purposes, but no tax reimbursement is provided since such persons are not traveling for a business purpose.

                  In determining the incremental cost to the Company of the personal use of Company aircraft, the Company calculates, for each aircraft, the direct variable operating cost on an hourly basis, including all costs that may vary by the hours flown. Items included in calculating this cost are:

                    •
                    aircraft fuel and oil;

                    •
                    travel, lodging and other expenses for crew;

                    •
                    prorated amount of repairs and maintenance;

                    •
                    prorated amount of rental fee on airplane hangar;

                    •
                    catering;

                    •
                    logistics (landing fees, permits, etc);

                    •
                    telecommunication expenses and other supplies; and

                    •
                    the amount, if any, of disallowed tax deductions associated with such use.

                  Direct operating costs in 2008 were higher than in 2007 and 2006 primarily due to fuel prices, resulting in a larger number reported for aircraft usage for 2008. For example, for Mr. Isdell, personal hours were not substantially higher in 2008 than in 2007, but direct operating costs, in particular fuel costs, accounted for most of the increase over 2007.

                  • aircraft fuel and oil;
                  • travel, lodging and other expenses for crew;
                  • prorated amount of repairs and maintenance;
                  • prorated amount of rental fee on airplane hangar;
                  • catering;
                  • logistics (landing fees, permits, etc);
                  • telecommunication expenses and other supplies; and
                  • the amount, if any, of disallowed tax deductions associated with such use.
                  When the aircraft is already flying to a destination for business purposes, only the direct variable costs associated with the additional passenger (for example, catering) are included in determining the aggregate incremental cost of the use to the Company. While it happens very rarely, if an aircraft flies empty before picking up or after dropping off a passenger flying for personal reasons, this "deadhead"“deadhead” segment would be included in the incremental cost.

                  Car and Driver

                         Mr. Isdell and

                  Mr. Kent areis provided with a car and driver both for security purposes and to maximize theirhis efficiency during business hours. When not being utilized by Mr. Isdell or Mr. Kent, the cars and drivers are used for other Company business. However, the Company has included the entire cost of the cars and


                  69

                  drivers, including all salary, benefits and related employment costs. Mr. Kent also is provided with a car and driver in Turkey for security purposes. Mr. Cummings was provided a Company car and driver while on international assignment in South Africa for security purposes. Mr. Reyes and his spouse are each provided with a specially equipped car and driver for security purposes in Mexico City.

                  The vehicle cost below for Mr. Reyes reflects the Company’s purchase in 2009 of a new vehicle outfitted for security for the Reyes family.

                  The cost to the Company in 2008 was:

                    2009 was as follows:

                  Mr. Isdell - - car $9,299; driver $89,100;
                  Mr. Kent -Kent: cars $57,570;$33,071; drivers $147,184;$133,410; and
                  Mr. Reyes -Reyes: cars $27,938;$180,140; drivers $192,301.

                  $190,355.

                  Club Memberships

                  Club memberships are provided to the Named Executive Officers when necessary for business purposes. Mr. Reyes was not provided with a club membership. Monthly dues are paid by the Company; however, the Named Executive Officers are taxed on a pro-rata portion of the dues associated with any personal use of the clubs, even though the Named Executive Officer pays for the direct cost of any personal use. The Company does not provide any tax reimbursement in connection with the personal use of the clubs. All Named Executive Officers reimbursed the Company for any



                  personal costs, including a pro-rata portion of the dues. Therefore, there was no personal benefit to any Named Executive Officer associated with use of clubs in 2008.

                  2009.

                  Security

                  The Company provides a comprehensive security program, including monitoring, for Messrs. Isdell andMr. Kent. This includes monitoring equipment at theirhis homes and Company-paid security personnel. Mr. Reyes, based in Mexico City, is provided with security personnel at his residence as well as monitoring of his car and his wife'swife’s car. No other Named Executive Officer is provided with Company-paid security, except where necessary when traveling overseas.

                  International Service Program Benefits

                  The Company provides benefits to International Service Associates under the International Service Program, the material provisions of which are described on page 81.92. Currently there are approximately 375350 participants in the program. The International Service Program is designed to relocate and support employees who are sent on an assignment outside of their home country. The purpose of the program is to make sure that when the Company requests that an employee move outside his or her home country, economic considerations do not play a role. This helps the Company quickly meet its business needs around the world and develop its employees.

                  Mr. Cummings, who was based for part of 2008 in South Africa,Kent participated in the International Service Program.Program in 2006 when he was based in Hong Kong. Mr. Kent ceased participating in the International Service Program when he relocated to the United States in 2006. The amounts reported in 2008 and 2007 for Mr. Kent relate to his prior assignment in Hong Kong. Mr. Cummings participated in the International Service Program in 2008 and 2007 when he was based in the United Kingdom and South Africa. Mr. Cummings ceased participating in the International Service Program when he returned to the United States in October 2008. The amount reported in the table for 2009 relates to this prior assignment. Mr. Finan, who is based in Atlanta, outside his home country, participated in the International Service Program in 2009, 2008 and 2007. The amounts reported include payments for housing expenses, auto


                  70

                  expenses, home leave, relocation, tax equalization, education, currency protection and other program allowances. Mr. Kent participated in the International Service Program in 2006 when he was based in Hong Kong. All of Mr. Kent's International Service Program benefits relate to his Hong Kong assignment.

                  Under the tax equalization program, an International Service Associate, economically, pays tax at the same federal and state income tax rates as a resident of the State of Georgia on base salary, incentive compensation and personal income. The amount of tax equalization could be deemed a tax reimbursement; however, since an International Service Associate is subject to hypothetical taxes pursuant to the International Service Program, these amounts are more properly characterized as International Service Program benefits. Payments for tax equalization often occur in the yearyears following the actual tax year.

                  The costs to the Company were as follows:
                  Host
                  		Other
                  Housing
                  		Auto
                  		Home
                  		Country
                  		Tax
                  		Program
                  		Currency
                  		Transition
                  Name
                  Year
                  Expenses
                  Expenses
                  Leave
                  Allowance
                  Relocation
                  Equalization
                  Education
                  Allowances
                  Protection
                  Payment
                  Mr. Kent2009
                  2008
                  2007                  		$0
                  0
                  82,500                  		$0
                  4,180
                  0                  		$0
                  0
                  0                  		$0
                  0
                  0                  		$0
                  0
                  0                  		$0
                  57,114
                  256,429                  		$0
                  0
                  22,950                  		$0
                  0
                  0                  		$0
                  0
                  0                  		$0
                  0
                  0
                  Mr. Cummings1
                  		2009
                  2008                  		0
                  82,064                  		0
                  47,221                  		0
                  22,554                  		0
                  34,900                  		0
                  55,491                  		5,430
                  105,392                  		0
                  0                  		0
                  19,985                  		0
                  0                  		0
                  190,000
                  Mr. Finan2009
                  2008
                  2007                  		158,508
                  158,508
                  121,394                  		0
                  0
                  0                  		50,032
                  45,748
                  25,412                  		0
                  0
                  0                  		0
                  0
                  0                  		35,811
                  147,185
                  121,904                  		5,885
                  9,664
                  34,105                  		2,980
                  480
                  480                  		45,310
                  237,525
                  0                  		0
                  0
                  0
                  1 Mr. Cummings participated in the International Service Program in 2007. Information for Mr. Kent inCummings is provided only for 2009 and 2008 2007 and 2006, Mr. Cummings in 2008 and Mr. Finan in 2008 and 2007 were:

                  Name Year Housing
                  Expenses                  		 Auto
                  Expenses                  		 Home
                  Leave                  		 Host
                  Country
                  Allowance                  		 Relocation Tax
                  Equalization                  		 Education Other
                  Program
                  Allowances                  		 Currency
                  Protection                  		 Transition
                  Payment                  		 
                  Mr. Kent  2008
                  2007
                  2006                  		 $

                  		0
                  82,500
                  334,696                  		 $

                  		4,180
                  0
                  22,251                  		 $

                  		0
                  0
                  11,667                  		 $

                  		0
                  0
                  7,143                  		 $

                  		0
                  0
                  8,077                  		 $

                  		57,114
                  256,429
                  243,532                  		 $

                  		0
                  22,950
                  0                  		 $

                  		0
                  0
                  17,083                  		 $

                  		0
                  0
                  0                  		 $

                  		0
                  0
                  0                  		 
                  Mr. Cummings  2008  82,064  47,221  22,554  34,900  55,491  105,392  0  19,985  0  190,000 
                  Mr. Finan  2008
                  2007                  		  158,508
                  121,394                  		  0
                  0                  		  45,748
                  25,412                  		  0
                  0                  		  0
                  0                  		  147,185
                  121,904                  		  9,664
                  34,105                  		  480
                  480                  		  237,525
                  0                  		  0
                  0                  		 
                  because he was not a Named Executive Officer for 2007.

                  Financial Planning

                  The Company provides a taxable reimbursement to the Named Executive Officers for financial planning services, which may include tax preparation and estate planning services. No tax reimbursements are provided to the Named Executive Officers for this benefit.

                  Additional All Other Compensation

                  Tax Reimbursement.  The amounts reported in the table above on page 5668 represent tax reimbursements paid to each Named Executive Officer. All amounts are related tobusinessuse of the Company aircraft. As explained above, the Company reimburses Mr. Isdell for taxes incurred because of his personal use of Company aircraft. Mr. KentNo Named Executive Officer is not provided a tax reimbursement for personal use of aircraft, but isNamed Executive Officers are provided a tax reimbursement for taxes incurred when his spouse travels for business purposes. For allThese taxes are incurred because of the Internal Revenue Service’s extremely limited rules concerning business travel by spouses. It is often necessary for spouses to accompany Named Executive Officers to business functions. In contrast to personal use, the Company reimburses for taxes incurreddoes not believe an employee should pay personally when spousestravel is required or guests travelimportant for business purposes.

                  The Company imputes income to the executive when the use of Company aircraft is considered income for tax purposes. To calculate taxable income, the Standard Industry Fare Level rates set by the Internal Revenue Service are used. Where a tax reimbursement is authorized, it is calculated using the highest marginal federal tax rate, applicable state rate and Medicare rates. The rate used to calculate taxable income has no relationship to the incremental cost to the Company associated with the use of the aircraft.


                  71

                  Company Contributions to Company Thrift Plans.  The Company makes matching contributions to each Named Executive Officer'sOfficer’s account under the Company Thrift Plans, as applicable, on the same terms and using the same formulas as other participating employees.

                  The amounts reflected above represent the following contributions made by the Company in 2008:

                    •
                    for Mr. Isdell, $6,900 to the Thrift Plan and $242,085 to the Supplemental Thrift Plan;

                    •
                    for Mr. Kent, $6,900 to the Thrift Plan and $140,025 to the Supplemental Thrift Plan;

                    •
                    for Mr. Cummings, $6,900 to the Thrift Plan and $49,777 to the Supplemental Thrift Plan;

                    •
                    for Mr. Fayard, $6,900 to the Thrift Plan and $72,560 to the Supplemental Thrift Plan;

                    •
                    for Mr. Finan, $71,296 to the International Thrift Plan; and

                    •
                    for Mr. Reyes, $2,269 to a savings fund and $13,623 contributed to the defined contribution portion of the Mexico Plan.

                  2009:

                  • for Mr. Kent, $7,350 to the Thrift Plan and $163,650 to the Supplemental Thrift Plan;
                  • for Mr. Cummings, $7,350 to the Thrift Plan and $42,150 to the Supplemental Thrift Plan;
                  • for Mr. Fayard, $7,350 to the Thrift Plan and $47,898 to the Supplemental Thrift Plan;
                  • for Mr. Finan, $64,125 to the International Thrift Plan; and
                  • for Mr. Reyes, $1,907 to a savings fund and $13,961 contributed to the defined contribution portion of the Mexico Plan.
                  Life Insurance Premiums.  The Company provides limited life insurance to all U.S. based employees, including the U.S. based Named Executive Officers, equal to the lesser of their base salary or $300,000. The Company provides life insurance to all Mexico-based employees equal to 30 months of base salary. The amounts reported in the table above on page 5668 represent the Company premiums paid for this insurance, which are on the same terms and the same cost as other employees. The amount reported for life insurance premiums for 2007 for Messrs. Isdell, Kent, Fayard and Finan have been adjusted from the amounts reported in the 2008 Proxy Statement due to a clerical error last year. Life insurance premiums were overreported for 2007 by $396 for Mr. Isdell and $108 for each of Messrs. Kent, Fayard and Finan.


                  Conversion of Amounts Paid to Mr. Reyes

                         Compensation for Mr. Reyes, a Mexico-based employee, is delivered in Mexican Pesos. In calculating the dollar equivalent for recurring items that are not denominated in U.S. dollars, the Company converts each payment into dollars based on the average exchange rate in effect for the month in which the payment was made. For purposes of converting the pension value into dollars, the December 31 exchange rate is used.


                  20082009 Grants of Plan-Based Awards

                   
                  		  
                  		 Estimated Future Payouts
                  Under Equity Incentive
                  Plan Awards                  		 All Other Option
                  Awards: Number
                  of Securities
                  Underlying
                  Options (#)
                  (j)                  		 Exercise or
                  Base Price
                  of Option
                  Awards
                  ($/Sh)
                  (k)                  		  
                  		 Grant Date
                  Fair Value
                  of Stock
                  and Option
                  Awards
                  (l)                  		 
                   
                  		  
                  		 Closing
                  Price on
                  Grant
                  Date                  		 
                  Name
                  (a)                  		 Grant Date
                  (b)                  		 Threshold
                  (#)
                  (f)                  		 Target
                  (#)
                  (g)                  		 Maximum
                  (#)
                  (h)                  		 

                  E. Neville Isdell

                  		  02/21/2008
                  02/21/2008                  		  67,822  135,644  203,466    
                  878,048                  		 
                  $                  		  
                  58.1450                  		 
                  $                  		 
                  57.99                  		 $
                  		7,199,984
                  8,798,041                  		 

                  Muhtar Kent

                  		  02/21/2008
                  02/21/2008
                  07/17/2008
                  07/17/2008                  		  28,259  56,518  84,777    
                  365,853
                  632,911
                  289,352                  		   
                  58.1450
                  50.5300
                  58.1095                  		   
                  57.99
                  50.34
                  50.34                  		  2,999,975
                  3,665,847
                  4,999,997
                  1,614,584                  		 

                  Alexander B. Cummings, Jr.

                  		  02/21/2008
                  02/21/2008
                  07/17/2008                  		  13,677  27,354  41,031   
                  177,073
                  231,481                  		   
                  58.1450
                  58.1095                  		    
                  57.99
                  50.34                  		  1,451,950
                  1,774,271
                  1,291,664                  		 

                  Gary P. Fayard

                  		  02/21/2008
                  02/21/2008                  		  17,427  34,853  52,280   
                  225,609                  		    
                  58.1450                  		    
                  57.99                  		  1,849,997
                  2,260,602                  		 

                  Irial Finan

                  		  02/21/2008
                  02/21/2008                  		  13,677  27,354  41,031   
                  177,073                  		    
                  58.1450                  		    
                  57.99                  		  1,451,950
                  1,774,271                  		 

                  José Octavio Reyes

                  		  02/21/2008
                  02/21/2008                  		  15,543  31,085  46,628   
                  201,219                  		    
                  58.1450                  		    
                  57.99                  		  1,649,992
                  2,016,214                  		 

                                                   
                       Estimated Future Payouts
                  		  All Other Option
                  		  Exercise or
                  		     Grant Date
                  		 
                       Under Non-Equity Incentive
                  		  Awards: Number
                  		  Base Price
                  		     Fair Value
                  		 
                       Plan Awards  of Securities
                  		  of Option
                  		  Closing
                  		  of Stock
                  		 
                       Threshold
                  		  Target
                  		  Maximum
                  		  Underlying
                  		  Awards
                  		  Price on
                  		  and Option
                  		 
                  Name
                  		 Grant Date
                  		  ($)
                  		  ($)
                  		  ($)
                  		  Options (#)
                  		  ($/Sh)
                  		  Grant
                  		  Awards
                  		 
                  (a) (b)  (c)  (d)  (e)  (j)  (k)  Date  (l) 
                  Muhtar Kent  02/19/2009
                  02/19/2009                  		  $0  $2,400,000  $7,200,000   1,167,000  $43.20  $43.30  $7,433,790 
                  Alexander B. Cummings, Jr.  02/19/2009
                  02/19/2009                  		   0   875,000   2,625,000   364,145   43.20   43.30   2,319,604 
                  Gary P. Fayard  02/19/2009
                  02/19/2009                  		   0   927,000   2,781,000   364,145   43.20   43.30   2,319,604 
                  Irial Finan  02/19/2009
                  02/19/2009                  		   0   984,375   2,953,125   336,134   43.20   43.30   2,141,174 
                  José Octavio Reyes  02/19/2009
                  02/19/2009                  		   0   755,875   2,267,625   420,168   43.20   43.30   2,676,470 

                  Estimated Future Payouts Under EquityNon-Equity Incentive Plan Awards (PSUs)

                  (Annual Incentive)

                  The amounts represent the awards represent PSUs granted in 2008made under the 1989 Restricted Stock Plan. The performance period for the awards is January 1, 2008annual Performance Incentive Plan in February 2009 to December 31, 2010. The amount recognized under FAS 123R is included in the Stock Awards column (Column (e))each of the 2008 Summary Compensation Table. For a detailed discussion of the PSU awards for 2008, see the Compensation Discussion and Analysis beginning on page 41.

                         No dividends are paid or accrued during the performance period. At the end of the three-year performance period, shares of restricted stock are issued to the individual based on the level of performance. These shares are restricted for an additional year and subject to the participant's continued employment, unless the participant retires, dies or becomes disabled. Dividends are paid during the additional restriction period at the same rate and at the same timeNamed Executive Officers as paid to all shareowners. The participants have voting rights during the restriction period.

                         The awards have specific rules related to the treatment of the award, either during or after the performance period, in such events as death, disability and retirement. All of these provisions are described beginning on page 71. In addition, Mr. Isdell's grant also contains specific provisions50 of the Compensation Discussion & Analysis. Actual payments under these awards have already been determined, will be paid on March 15, 2010 and are included in the eventNon-Equity Incentive Plan Compensation column (Column (g)) of his retirement, which are described on page 76.

                         The Company cautions that the amounts reported in the 20082009 Summary Compensation Table for these awards reflect the Company's accounting expense and may not represent the amounts that the

                  Table.


                  Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company's performance, the stock price and, except for Mr. Isdell, continued employment.

                  All Other Option Awards (Stock Options)

                  The awards represent stock option grants made in 2008. All options2009. Options granted in February 20082009 to Named Executive Officers were granted under the 19992002 Stock Option Plan or the 2002 Stock Option Plan. Messrs. Kent's and Cummings' July 2008 awards were granted under the 2008 Stock Option Plan, which was approved by shareowners in April 2008.Plan. All options granted in February 20082009 to Named Executive Officers have a term of ten years from the grant date and vest 25% on the first, second, third and fourth anniversaries of the grant date. Mr. Isdell's grant also contains specific vesting and exercise provisions in the event of his retirement, which are described on page 76. In July 2008, Mr. Kent was awarded two sets of stock options. The first grant of 632,911 options was awarded to bring Mr. Kent's total compensation to a competitive level for a chief executive officer position and commensurate with his responsibilities. These options were granted at a price of $50.53, the average of the high and low prices of the Common Stock on the date of grant. These options vest 25% on the first, second, third and fourth anniversaries of the grant date, and vesting does not accelerate upon Mr. Kent's retirement. The second grant was a special, one-time grant of 289,352 options. This grant is a special incentive for Mr. Kent and was designed so that Mr. Kent cannot realize value from the options until shareowners have first recognized value. These options were granted at a price of $58.1095, which is a 15% premium over the price of the Common Stock on the grant date. These options vest 100% on the fourth anniversary of the grant date and vesting does not accelerate upon Mr. Kent's retirement. The retirement provision of Mr. Kent's July 2008 awards is more stringent than the provision applied to the awards to the general population of employees. For both July 2008 grants, Mr. Kent is required to retain all shares acquired upon exercise until separation from the Company, except to pay the option exercise price and/or to pay taxes related to the option.


                  72

                         The amount recognized under FAS 123R is included in the Option Awards column (Column (f)) of the 2008 Summary Compensation Table.

                  Under the 2008 Stock Option Plan, the 2002 Stock Option Plan and the 19992008 Stock Option Plan, the option exercise price may not be less than 100% of the fair market value of Common Stock on the date the option is granted. The fair market value of a share of the Common Stock is based on the average of the high and low prices of the Common Stock on the date of grant. The Company believes that using the high and low prices of the Common Stock is more representative of the fair market value than the closing price.

                  The Company cautions that the amounts reported in the 20082009 Summary Compensation Table for these awards reflect the Company's accounting expense and may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company'sCompany’s stock price and except for Mr. Isdell, continued employment.



                  73

                  20082009 Outstanding Equity Awards at Fiscal Year-End

                   
                  		 Option Awards  
                  		 Stock Awards 
                  Name
                  (a)                  		 Number of
                  Securities
                  Underlying
                  Unexercised
                  Options (#)
                  Exercisable
                  (b)                  		 Number of
                  Securities
                  Underlying
                  Unexercised
                  Options (#)
                  Unexercisable
                  (c)                  		 Option
                  Exercise
                  Price
                  ($)
                  (e)                  		 Option
                  Expiration
                  Date
                  (f)                  		 












                  		 Number of
                  Shares or
                  Units of
                  Stock That
                  Have Not
                  Vested
                  (#)
                  (g)*                  		 Market Value
                  of Shares or
                  Units of
                  Stock That
                  Have Not
                  Vested
                  ($)
                  (h)33                  		 Equity Incentive
                  Plan Awards:
                  Number of
                  Unearned
                  Shares, Units
                  or Other
                  Rights That
                  Have Not
                  Vested
                  (#)
                  (i)*                  		 Equity Incentive
                  Plan Awards:
                  Market or
                  Payout Value
                  of Unearned
                  Shares, Units
                  or Other
                  Rights That
                  Have Not
                  Vested
                  ($)
                  (j)33                  		 

                  E. Neville Isdell

                  		  
                  450,000
                  1                  		   
                  $
                  48.8900                  		  
                  07/21/2014                  		    
                  589,610
                  21
                  $
                  26,691,644                  		  
                  125,230
                  27
                  $
                  5,669,162                  		 

                  		  465,5182 155,1722 43.0800  02/16/2015               

                  		  450,0003 450,0003 41.3900  02/15/2016               

                  		  224,1384 672,4144 47.8400  02/21/2017               

                  		     878,0485 58.1450  02/20/2018               

                  Muhtar Kent

                  		  
                  60,000
                  6                  		 
                  20,000
                  6                  		 
                  43.4300                  		  
                  05/01/2015                  		    
                  52,500
                  22                  		 
                  2,376,675                  		  
                  101,137
                  28                  		 
                  4,578,472                  		 

                  		  112,5007 37,5007 41.1850  12/13/2015               

                  		  86,2078 258,6218 47.8400  02/14/2017               

                  		     365,8539 58.1450  02/20/2018               

                  		     632,91110 50.5300  07/16/2018               

                  		     289,35211 58.1095  07/16/2018               

                  Alexander B. Cummings, Jr.

                  		  
                  9,880
                  12                  		    
                  53.4063                  		  
                  10/20/2014                  		    
                  110,435
                  23                  		 
                  4,999,392                  		  
                  29,532
                  29                  		 
                  1,336,914                  		 

                  		  10,00013    54.3438  02/15/2015               

                  		  38,86014    57.8438  10/17/2015               

                  		  125,00015    48.2100  05/29/2016               

                  		  85,31316    44.6550  12/17/2017               

                  		  112,00017    49.8000  12/17/2013               

                  		  125,00018    41.2700  12/15/2014               

                  		  93,7507 31,2507 41.1850  12/13/2015               

                  		  59,7428 179,2248 47.8400  02/14/2017               

                  		     177,0739 58.1450  02/20/2018               

                  		     231,48119 58.1095  07/16/2018               

                  Gary P. Fayard

                  		  
                  31,250
                  12                  		    
                  53.4063                  		  
                  10/20/2014                  		    
                  137,369
                  24                  		 
                  6,218,695                  		  
                  84,357
                  30                  		 
                  3,818,841                  		 

                  		  50,00013    54.3438  02/15/2015               

                  		  83,00014    57.8438  10/17/2015               

                  		  300,00015    48.2100  05/29/2016               

                  		  175,00016    44.6550  12/17/2017               

                  		  112,00017    49.8000  12/17/2013               

                  		  125,00018    41.2700  12/15/2014               

                  		  135,0007 45,0007 41.1850  12/13/2015               

                  		  63,7938 191,3798 47.8400  02/14/2017               

                  		     225,6099 58.1450  02/20/2018               

                  Irial Finan

                  		  
                  97,000
                  20                  		    
                  44.1350                  		  
                  08/01/2014                  		    
                  112,500
                  25                  		 
                  5,092,875                  		  
                  78,777
                  31                  		 
                  3,566,235                  		 

                  		  125,00018    41.2700  12/15/2014               

                  		  105,0007 35,0007 41.1850  12/13/2015               

                  		  56,8978 170,6898 47.8400  02/14/2017               

                  		     177,0739 58.1450  02/20/2018               

                  José Octavio Reyes

                  		  
                  33,750
                  12                  		    
                  53.4063                  		  
                  10/20/2014                  		    
                  105,000
                  26                  		 
                  4,753,350                  		  
                  33,663
                  32                  		 
                  1,523,924                  		 

                  		  35,00013    54.3438  02/15/2015               

                  		  50,00014    57.8438  10/17/2015               

                  		  90,00015    48.2100  05/29/2016               

                  		  57,81316    44.6550  12/17/2017               

                  		  112,00017    49.8000  12/17/2013               

                  		  160,00018    41.2700  12/15/2014               

                  		  120,0007 40,0007 41.1850  12/13/2015               

                  		  68,2768 204,8278 47.8400  02/14/2017               

                  		     201,2199 58.1450  02/20/2018               

                                                    
                    Option Awards  Stock Awards
                                   Equity Incentive
                                 Equity Incentive
                  		 Plan Awards:
                                 Plan Awards:
                  		 Market or
                                 Number of
                  		 Payout Value
                             Number of
                  		 Market Value
                  		 Unearned
                  		 of Unearned
                    Number of
                  		 Number of
                  		      Shares or
                  		 of Shares or
                  		 Shares, Units
                  		 Shares, Units
                    Securities
                  		 Securities
                  		      Units of
                  		 Units of
                  		 or Other
                  		 or Other
                    Underlying
                  		 Underlying
                  		 Option
                  		    Stock That
                  		 Stock That
                  		 Rights That
                  		 Rights That
                    Unexercised
                  		 Unexercised
                  		 Exercise
                  		 Option
                  		  Have Not
                  		 Have Not
                  		 Have Not
                  		 Have Not
                    Options (#)
                  		 Options (#)
                  		 Price
                  		 Expiration
                  		  Vested
                  		 Vested
                  		 Vested
                  		 Vested
                  Name
                  		 Exercisable
                  		 Unexercisable
                  		 ($)
                  		 Date
                  		  (#)
                  		 ($)
                  		 (#)
                  		 ($)
                  (a) (b) (c) (e) (f)  (g)* (h)27 (i)* (j)27
                  Muhtar Kent  80,0001     $43.4300   05/01/2015    97,38717 $5,551,059   78,25918 $4,460,763 
                     150,0002      41.1850   12/13/2015                  
                     172,4143  172,4143  47.8400   02/14/2017                  
                     91,4644  274,3894  58.1450   02/20/2018                  
                     158,2285  474,6835  50.5300   07/16/2018                  
                         289,3526  58.1095   07/16/2018                  
                         1,167,0007  43.2000   02/18/2019                  
                  Alexander B.
                  Cummings, Jr.                   		  9,8808      53.4063   10/20/2014    83,60719  4,765,599   13,67720  779,589 
                     10,0009      54.3438   02/15/2015                  
                     38,86010      57.8438   10/17/2015                  
                     125,00011      48.2100   05/29/2016                  
                     85,31312      44.6550   12/17/2017                  
                     112,00013      49.8000   12/17/2013                  
                     125,00014      41.2700   12/15/2014                  
                     125,0002      41.1850   12/13/2015                  
                     119,4833  119,4833  47.8400   02/14/2017                  
                     44,2694  132,8044  58.1450   02/20/2018                  
                         231,48115  58.1095   07/16/2018                  
                         364,1457  43.2000   02/18/2019                  
                  Gary P. Fayard  31,2508      53.4063   10/20/2014    107,21721  6,111,369   67,42722  3,843,339 
                     50,0009      54.3438   02/15/2015                  
                     83,00010      57.8438   10/17/2015                  
                     300,00011      48.2100   05/29/2016                  
                     175,00012      44.6550   12/17/2017                  
                     112,00013      49.8000   12/17/2013                  
                     125,00014      41.2700   12/15/2014                  
                     180,0002      41.1850   12/13/2015                  
                     127,5863  127,5863  47.8400   02/14/2017                  
                     56,4034  169,2064  58.1450   02/20/2018                  
                         364,1457  43.2000   02/18/2019                  
                  Irial Finan  97,00016      44.1350   08/01/2014    82,12523  4,681,125   63,67724  3,629,589 
                     125,00014      41.2700   12/15/2014                  
                     140,0002      41.1850   12/13/2015                  
                     113,7933  113,7933  47.8400   02/14/2017                  
                     44,2694  132,8044  58.1450   02/20/2018                  
                         336,1347  43.2000   02/18/2019                  
                  José Octavio Reyes  33,7508      53.4063   10/20/2014    88,05025  5,018,850   15,54326  885,951 
                     35,0009      54.3438   02/15/2015                  
                     50,00010      57.8438   10/17/2015                  
                     90,00011      48.2100   05/29/2016                  
                     57,81312      44.6550   12/17/2017                  
                     112,00013      49.8000   12/17/2013                  
                     160,00014      41.2700   12/15/2014                  
                     160,0002      41.1850   12/13/2015                  
                     136,5523  136,5513  47.8400   02/14/2017                  
                     50,3054  150,9144  58.1450   02/20/2018                  
                         420,1687  43.2000   02/18/2019                  

                  * Column (g) reflects time-based restricted stock and restricted stock or restricted stock units issued upon satisfaction of the performance criteria under the 2005–20072006–2008 and 2006–20082007–2009 PSU


                  74

                  programs. Column (i) reflects performance-based restricted stock and PSUs. The PSUs in Column (i) reflect the threshold award level for 2007–2009 PSUs and the 2008–2010 PSUs, as performance under those programs is tracking at the threshold level.

                  PSU program.

                  1 These options were granted on July 22, 2004.May 2, 2005. The options became exercisablevested 25% on the first, second, third and fourth anniversaries of the grant date.

                  2 These options were granted on February 17,December 14, 2005. The options are not forfeitable, but became exercisablevested 25% on the first, second, third and fourth anniversaries of the grant date.

                  3 These options were granted on February 16, 2006. The options are not forfeitable, but become exercisable 25% on the first, second, third and fourth anniversaries of the grant date.

                  4 These options were granted on February 22, 2007. The options are not forfeitable, but become exercisable 25% on the first, second, third and fourth anniversaries of the grant date.

                  5 These options were granted on February 21, 2008. The options are not forfeitable, but become exercisable 25% on the first, second, third and fourth anniversaries of the grant date.

                  6 These options were granted on May 2, 2005. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

                  7 These options were granted on December 14, 2005. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

                  8 These options were granted on February 15, 2007. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

                  94 These options were granted on February 21, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

                  105 These options were granted on July 17, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

                  116 These options were granted on July 17, 2008. The options vest 100% on the fourth anniversary of the grant date.

                  127 These options were granted on February 19, 2009. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.
                  8 These options were granted on October 21, 1999. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  139 These options were granted on February 16, 2000. The options vested 100% on the third anniversary of the grant date.

                  1410 These options were granted on October 18, 2000. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  1511 These options were granted on May 30, 2001. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  1612 These options were granted on December 18, 2002. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  1713 These options were granted on December 18, 2003. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  1814 These options were granted on December 16, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  1915 These options were granted on July 17, 2008. The options vest 100% on the third anniversary of the grant date.


                  2016 These options were granted on August 2, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

                  21 Reflects 140,000 shares of restricted stock which vest six months after Mr. Isdell's retirement; 209,610 shares of restricted stock issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 240,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.

                  2217 Reflects 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.

                  23 Reflects 57,935 shares of restricted stock units issued upon satisfaction of the performance criterion under the 2005–2007 PSU program;program and 52,50044,887 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–20082007–2009 PSU program.

                  24 Reflects 14,000 shares of restricted stock which vest on Mr. Fayard's retirement but no earlier than age 62; 63,369 shares of restricted stock issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 60,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.

                  25 Reflects 60,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under 2006–2008 PSU program.

                  26 Reflects 52,500 shares of restricted stock units issued upon satisfaction of the performance criterion under the 2005–2007 PSU program; and 52,500 shares of restricted stock units issued upon satisfaction of the performance criterion under the 2006–2008 PSU program.

                  27 Reflects 57,408 PSUs for 2007–2009; and 67,822 PSUs for 2008–2010.

                  2818 Reflects 50,000 shares of performance-based restricted stock that would vest in February 2011 if the performance criterion is satisfied; 22,878 PSUs for 2007–2009; and 28,259 PSUs for the 2008–2010.2010 PSU program.


                  75

                  2919 Reflects 15,855 PSUs for52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 31,107 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009; and2009 PSU program.
                  20 Reflects 13,677 PSUs for the 2008–2010.

                  2010 PSU program.

                  3021 Reflects 14,000 shares of restricted stock which vest on Mr. Fayard’s retirement but no earlier than age 62; 60,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program; and 33,217 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.
                  22 Reflects 50,000 shares of performance-based restricted stock that would vest in February 2011 if the performance criterion is satisfied; 16,930 PSUs for 2007–2009; and 17,427 PSUs for the 2008–2010.

                  2010 PSU program.

                  3123 Reflects 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 29,625 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.
                  24 Reflects 50,000 shares of performance-based restricted stock that would vest in February 2012 if the performance criterion is satisfied; 15,100 PSUs for 2007–2009; and 13,677 PSUs for the 2008–2010.

                  2010 PSU program.

                  3225 Reflects 18,120 PSUs for52,500 restricted stock units issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 35,550 restricted stock units issued upon satisfaction of the performance criterion under the 2007–2009; and2009 PSU program.
                  26 Reflects 15,543 PSUs for the 2008–2010.

                  2010 PSU program.

                  3327 Market value was determined by multiplying the number of shares of stock or units, as applicable, by $45.27,$57.00, the closing price of the Common Stock on December 31, 2008.

                  2009.

                  20082009 Option Exercises and Stock Vested

                                  

                  		 Option Awards Stock Awards  Option Awards Stock Awards
                  Name
                  (a)                  		 Number of Shares
                  Acquired on
                  Exercise
                  (#)
                  (b)                  		 Value Realized
                  on Exercise
                  ($)
                  (c)                  		 Number of Shares
                  Acquired on
                  Vesting
                  (#)
                  (d)                  		 Value Realized
                  on Vesting
                  ($)
                  (e)                  		 
                  E. Neville Isdell 0 $0 0 $0 
                   Number of Shares
                  		   Number of Shares
                  		  
                   Acquired on
                  		 Value Realized
                  		 Acquired on
                  		 Value Realized
                   Exercise
                  		 on Exercise
                  		 Vesting
                  		 on Vesting
                  Name
                  		 (#)
                  		 ($)
                  		 (#)
                  		 ($)
                  (a) (b) (c) (d) (e)
                  Muhtar Kent 0   0 0 0   0  $0   0  $0 
                  Alexander B. Cummings, Jr. 0   0 18,891 861,619   0   0   57,935   3,405,999 
                  Gary P. Fayard 0   0 27,882 1,271,698   0   0   63,369   3,725,464 
                  Irial Finan 0   0 0 0   0   0   60,000   3,527,400 
                  José Octavio Reyes 0   0 23,100 1,053,591   0   0   52,500   3,086,475 
                  None of the Named Executive Officers exercised any stock options during 2008.2009. The amounts in Column (e) for Messrs. Cummings, Fayard, Finan and Reyes represent shares underlying the PSUs for the 2004–20062005–2007 performance period. Net shares, after withholding for taxes, were released to Messrs. Cummings, Fayard, Finan and Reyes on December 18, 2008.16, 2009. Messrs. Cummings, Fayard, Finan and Reyes have not sold these shares. The amount reflected is based upon $45.61$58.79 per share, the average of the high and low prices of the Common Stock on the date the shares were released.


                  76

                  20082009 Pension Benefits

                  Name
                  (a)                  		 Plan Name
                  (b)                  		 Number of
                  Years Credited
                  Service
                  (#)
                  (c)                  		 Present Value
                  of Accumulated
                  Benefit
                  ($)
                  (d)                  		 Payments
                  During Last
                  Fiscal Year
                  ($)
                  (e)

                  E. Neville Isdell

                  		 Retirement Plan  14.0833 $301,850 $0

                  		 Supplemental Pension Plan  —1 11,177,840   0

                  		 Overseas Plan2  20.4167  8,962,011   0

                  Muhtar Kent

                  		 Retirement Plan  20.9167  502,868   0

                  		 Supplemental Pension Plan  —1 4,490,630   0

                  Alexander B. Cummings, Jr.

                  		 Retirement Plan  11.5000  217,136   0

                  		 Supplemental Pension Plan  —1 1,354,049   0

                  Gary P. Fayard

                  		 Retirement Plan  14.7500  370,651   0

                  		 Supplemental Pension Plan  —1 3,253,484   0

                  Irial Finan

                  		 Overseas Plan2  4.4167  735,504   0

                  José Octavio Reyes

                  		 Mexico Plan  22.1000  2,926,192   0

                  		 Overseas Plan2  12.50003 1,339,190   0

                                 
                      Number of
                  		 Present Value
                  		 Payments
                      Years Credited
                  		 of Accumulated
                  		 During Last
                      Service
                  		 Benefit
                  		 Fiscal Year
                  Name
                  		 Plan Name
                  		 (#)
                  		 ($)
                  		 ($)
                  (a) (b) (c) (d) (e)
                  Muhtar Kent Pension Plan  21.9167  $604,229  $0 
                    Supplemental Pension Plan  —1  8,409,218   0 
                  Alexander B. Cummings, Jr.  Pension Plan  12.5000   271,714   0 
                    Supplemental Pension Plan  —1  1,786,484   0 
                  Gary P. Fayard Pension Plan  15.7500   450,849   0 
                    Supplemental Pension Plan  —1  4,126,844   0 
                  Irial Finan Overseas Plan2  5.4167   1,312,108   0 
                  José Octavio Reyes Mexico Plan  23.1000   4,005,374   0 
                    Overseas Plan2  12.50003  1,660,906   0 

                  1 For each person, the same years of service apply to both the RetirementPension Plan and the Supplemental Pension Plan, which work in tandem.

                  2 The Overseas Plan benefit may be subject to offset by amounts payable from other Company-sponsored retirement plans, statutory payments and social security that are not currently determinable.

                  3 Mr. Reyes has 28.329.3 years of total service with the Company and its affiliates. There are 6.3 years of credited service that overlap between the Mexico Plan and the Overseas Plan. Mr. Reyes'Reyes’ Overseas Plan benefit is offset by the value of the Mexico Plan benefit earned during this period of overlapping service.


                  The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’s global operations, it maintains different plans to address different market conditions, various legal and tax requirements and different groups of employees.
                  The Company’s retirement plans operate in the same manner for all participants and there is no special formula for the Chief Executive Officer or any other Named Executive Officer. The formulas used to calculate benefits under the RetirementPension Plan, the Supplemental Pension Plan, the Overseas Plan and the Mexico Plan are the same for each participant in each plan.

                   �� The Company provides retirement benefits from various plans to its employees, includingmaterial terms of the Named Executive Officers. Due toPension Plan, the Company's global operations, it maintains different plans to address different market conditions, various legalSupplemental Pension Plan, the Overseas Plan and tax requirements and different groups of employees.

                  the Mexico Plan are described beginning on page 87.

                  The table above reflects the present value of benefits accrued by each of the Named Executive Officers from the various plans in which they participate. As a result of the Tax Code limitations on the amount of compensation that may be considered under the RetirementPension Plan, a portion of the benefit that would be payable under the RetirementPension Plan without those limitations is paid from the Supplemental Pension Plan. The material terms of the Retirement Plan, the Supplemental Pension Plan, the Overseas Plan and the Mexico Plan are described beginning on page 77.

                  Compensation used for determining pension benefits under the RetirementPension Plan, the Supplemental Pension Plan and the Overseas Plan generally includes only salary and cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the


                  77

                  applicable plan. In some cases the payments may be reduced by benefits paid by other Company-sponsored retirement plans, statutory payments, or social security.

                  Under the Mexico Plan, compensation used for determining pension benefits generally includes salary, annual incentive, savings fund and other payments made in accordance with Mexican law and customary business practice.

                  The Company's retirement plans operate in the same manner for all participants and there is no special formula for the Chief Executive Officer or any other Named Executive Officer. The RetirementPension Plan, the Supplemental Pension Plan and the Overseas Plan take into account the employee'semployee’s career at the Company as a whole and calculate the pension benefit based on years of credited service and the average eligible compensation using the five highest consecutive years out of the last 11 years of service. In the case where a participant retires and then later is rehired by the Company, the calculation is as follows:

                    1.
                    Recalculate the accrued benefit taking into account additional years of service, if applicable, and the new eligible compensation (the "New Retirement Benefit").

                    2.
                    Determine the payments already made to the participant since his or her initial retirement ("Prior Benefit Payments").

                    3.
                    Determine the current value of the Prior Benefit Payments assuming that those payments have increased in value at 7% compounded annually through the date of the participant's subsequent retirement (the "Current Value of Prior Benefit Payments").

                    4.
                    Subtract the Current Value of Prior Benefit Payments from the New Retirement Benefit to determine the net benefit payable to the participant upon his subsequent retirement ("Net Retirement Benefit").

                    5.
                    Determine the net present value of the Net Retirement Benefit.

                         Mr. Isdell initially retired in 1998. He received payments from Company retirement plans during his retirement. Upon his subsequent retirement, his pension benefits under the applicable plans will be calculated based on the methodology described above and will be paid only after he retires.

                         As of December 31, 2008, Mr. Isdell had a total of 34.5 years of service with the Company and its affiliates that are eligible to be credited for pension purposes. The Retirement Plan and the



                  Supplemental Pension Plan, on the one hand, and the Overseas Plan, on the other hand, are separate plans that may recognize service for different periods.

                  In Mr. Isdell'sReyes’ case, 14.1 of his total 34.5 years are recognized under the Retirement Plan and the Supplemental Pension Plan and the remaining 20.4 years are recognized under the Overseas Plan. There is no overlap in the years credited under each plan. In Mr. Reyes' case, 22.123.1 years are recognized under the Mexico Plan and 12.5 years are recognized under the Overseas Plan. There are 6.3 years of credited service that overlap between the Mexico Plan and the Overseas Plan. Mr. Reyes'Reyes’ Overseas Plan benefit is offset by the value of the Mexico Plan benefit earned during this period of overlapping service.

                  Mr. Isdell's benefit under the Retirement Plan and the Supplemental Pension Plan will increase as a result of (i) being re-employed by the Company and (ii) his higher five consecutive years of compensation out of his last 11 years of service (ignoring the period he was retired as the plans provide). Mr. Isdell's benefit under the Overseas Plan will increase only as a result of the compensation described in (ii) above. He is not eligible for additional years of credited service in the Overseas Plan. Mr. Reyes'Reyes’ benefit under the Overseas Plan will increase only as a result of changes in compensation.

                  The Company generally does not grant additional years of benefit service. In rare circumstances, the Company may give credit to a new hire to compensate for pension amounts forfeited at a previous employer or as a hiring incentive. No Named Executive Officer has been credited with additional years of benefit service.

                  The assumptions used by the Company in calculating the present value of accumulated benefits are incorporated herein by reference to Note 1610 to the Company'sCompany’s consolidated financial statements in theForm 10-K. The calculations assume that the Named Executive Officer continues to live until the earliest age at which an unreduced benefit is payable.

                  The Company cautions that the values reported in the Present Value of Accumulated Benefit column (Column (d) of the table on page 65)77) are theoretical and are calculated pursuant to SEC requirements. The Company'sCompany’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, which apply to all participants under the plan.

                  For example, the Overseas Retirement Plan generally pays benefits in a lump sum. The benefit is converted to a lump sum, for all participants, using the interest rates and mortality tables prescribed under the Pension Protection Act of 2006, a U.S. pension law. The Supplemental Pension Plan pays benefits in the form of an annuity if the employee has reached at least age 55 with 10 years of service at the time of his or her separation from the Company. Therefore, Messrs. Isdell, Kent and Fayard will be required to take their Supplemental Pension Plan benefit in the form of an annuity.

                  The change in pension value from year to year is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company'sCompany’s retirement plans during any given year.



                  78

                  20082009 Nonqualified Deferred Compensation

                  Name
                  (a)                  		 Executive
                  Contributions in
                  Last FY
                  ($)
                  (b)                  		 Registrant
                  Contributions
                  in Last FY
                  ($)
                  (c)                  		 Aggregate
                  Earnings
                  in Last FY
                  ($)
                  (d)                  		 Aggregate
                  Withdrawals/
                  Distributions
                  ($)
                  (e)                  		 Aggregate
                  Balance at Last
                  FYE
                  ($)
                  (f)                  		 
                  E. Neville Isdell $6,516,510 $0 ($3,961,231)$0 $16,716,193 
                  Muhtar Kent  N/A N/A  N/A N/A  N/A 
                  Alexander B. Cummings, Jr.  N/A N/A  N/A N/A  N/A 
                  Gary P. Fayard  957,950   0  (797,358)  0  1,584,316 
                  Irial Finan  N/A N/A  N/A N/A  N/A 
                  José Octavio Reyes  N/A N/A  N/A N/A  N/A 

                                       
                    Executive
                  		 Registrant
                  		 Aggregate
                  		 Aggregate
                  		 Aggregate
                    Contributions in
                  		 Contributions
                  		 Earnings
                  		 Withdrawals/
                  		 Balance at Last
                    Last FY
                  		 in Last FY
                  		 in Last FY
                  		 Distributions
                  		 FYE
                  Name
                  		 ($)
                  		 ($)
                  		 ($)
                  		 ($)
                  		 ($)
                  (a) (b) (c) (d) (e) (f)
                  Muhtar Kent  N/A   N/A   N/A   N/A   N/A 
                  Alexander B. Cummings, Jr.   N/A   N/A   N/A   N/A   N/A 
                  Gary P. Fayard  $0    $0    $73,074   $0    $1,657,390 
                  Irial Finan  N/A   N/A   N/A   N/A   N/A 
                  José Octavio Reyes  N/A   N/A   N/A   N/A   N/A 

                  Mr. Fayard is the only Named Executive Officer who has participated in the Deferred Compensation Plan. Messrs. Kent and Cummings are eligible, but have not elected to participate. Mr. Finan, who is an International Service Associate, and Mr. Reyes, who is based in Mexico, are not eligible to participate.
                  The amounts reflected in column (b) above reflect each Named Executive Officer'sOfficer’s individual contributions to the Deferred Compensation Plan, the material provisions of which are described on page 80.92. The Companydoes notmatch any employee deferral or guarantee a return on deferred amounts. The returns for most participants in the Deferred Compensation Plan, including the Named Executive Officers, were negative for 2008 due to the downturn in world markets.

                         The entire amounts reported in Column (b) for Messrs. Isdell and Fayard represent non-equity incentive plan compensation for 2007 that would have been paid in March 2008. All amounts were reported in the Non-Equity Incentive Plan Compensation column of the 2007 Summary Compensation Table in the 2008 Proxy Statement. No amounts reported in Column (b) are reported in the 2008 Summary Compensation Table.

                  No amounts reported in Column (d) are reported in the 20082009 Summary Compensation Table because the plan does not provide for above-market returns. All of the amounts reportedThe amount reflected in Column (f) for Messrs. Isdell andMr. Fayard, havewith the exception of the aggregate earnings reflected in Column (d), has been reported as non-equity incentive plan compensation in prior Company annual proxy statements.

                         Mr. Reyes, who is not based in the United States, and Mr. Finan, who is an International Service Associate, are not eligible to participate in the Deferred Compensation Plan. Mr. Cummings, who was based overseas for most of 2008, was not eligible for the Deferred Compensation Plan in 2008. Mr. Kent is eligible, but currently does not participate in the Deferred Compensation Plan.

                  The Deferred Compensation Plan allows eligible U.S. based employees to elect, before earned, to save on a tax-deferred basis a portion of their salaryand/or annual incentive. Up to 80% of base salary and, for 2008, 100%2009, 95% of annual incentive could have been deferred. We chose these percentages to provide maximum deferral flexibility, while requiring a portion of salary to be available to meet tax and certain other payroll-based items. The employee then becomes an unsecured creditor of the Company when these amounts, fully earned, would otherwise have been paid. Amounts to be deferred by the employee are shown in the Summary Compensation Table when earned. The employee elects when he or she will be paid out, which can be during or after employment, subject to the provisions of Section 409A of the Tax Code. The employee earns a deferred return based on deemed investments in mutual funds selected by the employee from a list provided by the Company. The categories of investment options are similar to those in the Thrift & Investment Plan, although the number of fund choices is smaller in the Deferred Compensation Plan. Participants may change deemed investment elections daily. The investment risk is borne entirely by the employee. The cash deferred is retained by the Company. The program is designed to be as broad as permitted under tax and labor regulations.

                  Gains and losses are credited based on the participant'sparticipant’s deemed investment choices. Participants'Participants’ accounts may or may not appreciate and may depreciate depending on the performance of their



                  deemed investment choices. Due to the downturn in world markets, the weighted average return of the various deemed investment choices under the Deferred Compensation Plan was negative 25% for 2008. None of the deemed investment choices provide interest at above-market rates (as that term is defined by the SEC). All deferrals are paid out in cash upon distribution and subject to income tax at that time.

                  All contributions by the Named Executive Officers are voluntary elections to defer receipt of compensation that they were entitled to be paid in the current year. None of the Named Executive


                  79

                  Officers has ever received a Company contribution to his account in the Deferred Compensation Plan. Accordingly, the earnings reflected in Column (d) of the table above represent deemed investment earnings or losses solely from voluntary deferrals.

                  The Company has the benefit of full unrestricted use of all amounts deferred under the Deferred Compensation Plan until such amounts are required to be distributed to the plan participants.

                  Payments on Termination or Change in Control

                  General

                  Most of the Company'sCompany’s plans and programs contain specific provisions detailing how payments are treated upon termination or change in control. Generally, other than the Company'sCompany’s broad-based Severance Plan, the Company does not have any separation or severance agreements with senior executives, including the Named Executive Officers (other than certain arrangements with Mr. Isdell discussed on page 76).Officers. The Company'sCompany’s Severance Plan applies to all U.S. based non-union, non-manufacturing employees and International Service Associates and pays benefits in the event that an employee is involuntarily terminated without cause or in connection with a position elimination. The amount of severance varies based on the employee'semployee’s grade level and/orand length of service and the reason for termination. The maximum amount of severance, which applies to all U.S. based Named Executive Officers, is two years of base pay.

                  Mr. Reyes'Reyes’ separation arrangements are determined by Mexican law.

                  In the event that an employee is involuntarily terminated without cause or in connection with a position elimination, Mexican law requires payment of the following to the employee: (i) 3 months of base salary, Christmas bonus, vacation premiums and bonus; (ii) 20 days of base salary, Christmas bonus, vacation premiums and bonus for each year of employment; (iii) seniority premium equal to 12 days’ salary per year of employment (capped at 2 times the minimum wage); (iv) proportional share of vacation, annual bonus, and profit sharing for the year in which the employment was terminated; and (v) base salary accrued from the date of termination to the date of payment.

                  The change in control provisions in the various Company plans are designed so that employees are neither harmed nor given a windfall in the event of a change in control. The provisions are intended to ensure that executives evaluate business opportunities in the best interests of shareowners. The change in control provisions under these plans generally provide for accelerated vesting, and do not provide for extra payments. The Company does not have individual change in control agreements and no taxgross-up is provided for any taxes incurred as a result of a change in control payment.

                  The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred. Generally, the Company'sCompany’s plans provide that a change in control is deemed to have occurred upon:
                  (i)    any person acquiring beneficial ownership, directly or indirectly, of securities representing 20% or more of the combined voting power for election of Directors 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;


                  80

                    (i)
                    any person acquiring beneficial ownership, directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors 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 shareowners approve any merger or consolidation resulting in the Common Stock being changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company), any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company and such merger, consolidation, liquidation or sale is completed; or

                      (iv)
                      the shareowners approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or consolidation beneficially own 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, and such merger or consolidation is completed.

                    (iii)  the shareowners approve any merger or consolidation resulting in the Common Stock being changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company), any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company and such merger, consolidation, liquidation or sale is completed; or

                    (iv)  the shareowners approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or consolidation beneficially own 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, and such merger or consolidation is completed.
                    The results of specific termination and change in control events under the plans are described below. These provisions apply to all participants in each plan.

                    Annual Incentive Plan

                    Change in Control

                    Upon a change in control, employees generally receive the target amount of the incentive after the end of the performance year. This amount is prorated if the employee leaves during the year.

                    Termination Provisions

                    Generally, employees must be employed on December 31 to receive a cash incentive for the year. If an employee is eligible for retirement, he or she generally receives a prorated incentive based on actual business unit performance and the portion of the year actually worked.

                    Deferred Compensation Plan

                    Change in Control

                    Upon a change in control, any Company contributions to deferred compensation accounts vest. None of the Named Executive Officers has received a Company contribution. There are no other special change in control provisions.

                    Termination Provisions

                    Employees who terminate employment after age 50 with five years of service receive payments based on elections made at the time they elected to defer compensation. Other employees receive a lump sum at termination. Individuals who are designated as "specified employees"“specified employees” under Section 409A of the Tax Code may not receive payments from the Deferred Compensation Plan for at least six months following termination of employment to the extent the amounts were deferred after January 1, 2005.

                    Equity Plans

                    Change in Control

                    All unvested options, restricted shares and restricted sharesstock units vest upon a change in control. For performance share units that have not yet been convertedPSUs granted in 2008 and 2010, the target number of shares would be granted just prior to shares,a change in control. For PSUs granted prior to 2008, there is no provision for a change in control and, as a result, the terms of the performance share unitsPSUs continue to apply.


                    81


                    Termination Provisions

                    The treatment of equity upon termination of employment depends on the reason for the termination and the employee’s age and length of service at termination. The chart below details the termination provisions of the various equity plans.

                    Summary of Separation Provisions in Equity Plans

                    Separation Prior to
                    		Separation After
                    Meeting Age/Service
                    		Meeting Age/Service
                    PlanVoluntary Resignation Prior to RetirementInvoluntary Termination (Other than for Cause)Requirements1Requirements1Retirement2

                    Stock Option Plans
                     
                    Employees have six months to exercise vested options. Unvested options are forfeited.
                     
                    Employees generally have six months to exercise vested options. Unvested options are forfeited.

                    All options held at least 12 months vest. Employees retain the full remaining term to exercise the options.
                    Restricted Stock Plans Shares are forfeited unless held until the time specified in the grant and performance criteria, if any, are met. Shares are forfeited unless held until the time specified in the grant and performance criteria, if any, are met.Shares are forfeited unless held until the time specified in the grant and performance criteria, if any, are met. Some grants vest upon retirement.meeting age and service requirements.
                    2004-20062006–2008 PSUs
                    and
                    2005-20072007–2009 PSUs                    		All shares are forfeited.A prorated number of the shares earned are released.Any shares granted upon certification of results are released after retirement.
                    2006-2008 PSUs
                    and
                    2007-2009 PSUs                    		All PSUs are forfeited. All PSUs are forfeited. For grants held at least 12 months, the target number of PSUs are converted to shares prior to retirement.meeting age and service requirements. The shares remain restricted. If the performance criterion is met, the shares are released.
                    2008-20102008–2010 PSUsAll PSUs are forfeited. All PSUs are forfeited. For grants held at least 12 months, the employee receives the same number of earned shares as active employees when the results are certified.
                    1For options granted prior to 2009, the age and service requirements for acceleration of vesting under the stock option plans is generally age 55 with at least ten years of service, or age 60 with at least one year of service. For options granted in 2009 and after, the age and service requirements for acceleration of vesting under the stock option plans generally is age 60 with at least ten years of service. For PSUs granted prior to 2008, the requirement is age 55 with at least five years of service. For the PSUs granted in 2008, the requirement is age 55 with at least ten years of service. For PSUs granted in 2010 and after, the requirement is age 60 with at least ten years of service.


                    1

                    Since 2004, the equity awards have contained provisions under which awards would be forfeited in the event of involuntary termination for cause.

                    2
                    For options granted prior to 2009, retirement for purposes of the stock option plans is generally age 55 with at least ten years of service, or age 60 with at least one year of service. For the PSUs granted prior to 2008, retirement is age 55 with at least five years of service. For the PSUs granted in 2008, retirement is age 55 with at least ten years of service.

                    Death82

                    Death
                    If an employee dies, all options from all option plans vest. For options granted prior to 2007, the employee'semployee’s estate has 12 months from the date of death to exercise the options. For options granted in 2007 and after, the employee'semployee’s estate has five years from the date of death to exercise the options. Restricted stock granted from both restricted stock plans vests and is released to the employee'semployee’s estate. For PSUs, the performance period is shortened and the performance is calculated. The



                    employee's employee’s estate receives a cash payment based on the performance results for the shortened period. For PSUs granted prior to 2008, this payment is prorated for time worked in the performance period. For PSUs granted in 2008 and after, this payment is not prorated.

                    Disability

                    If an employee terminates because of disability,becomes disabled, all options from all option plans vest. The employee retains the full original term to exercise the options. Restricted stock granted from both restricted stock plans vests and is released to the employee. For all PSUs, the employee receives shares or a cash payment equal to the value of the number of shares that the employee would have earned based on actual performance after the end of the performance period. For PSUs granted prior to 2008, this amount is prorated for time worked in the performance period. For PSUs granted in 2008, this amount is not prorated.

                    Retirement and Thrift Plans

                    Change in Control

                    The RetirementPension Plan, the Supplemental Pension Plan and the Overseas Plan, the material provisions of which are described beginning on page 77,87, contain special provisions for change in control. To receive these benefits, the employee must actually leave the Company within two years of a change in control. There are no additional credited years of service. Upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. This means that employees terminating prior to earliest retirement age will receive an early retirement subsidy calculated as if they had reached earliest retirement age. In addition, the Overseas Plan contains a provision reducing the normal retirement date to age 60, which also increases the value of the benefit.

                    The Thrift Plan and the Supplemental Thrift Plan, the material provisions of which are described beginning on page 77,88, do not have a special provisionprovisions for change in control.

                    Under the International Thrift Plan, participants vest upon a change in control.

                    Termination Provisions

                    No payments may be made under the RetirementPension Plan, the Supplemental Pension Plan and the Overseas Plan until an employee has separated from service and met eligibility requirements. No payment may be made under the Thrift Plan, the Supplemental Thrift Plan or the International Thrift Plan until separation from service, except distributions may be taken from the Thrift Plan after age 591/2, whether or not the employee has terminated.

                           Prior to January 1, 2009, employees who terminated employment prior to earliest retirement age generally forfeited the Supplemental Pension Plan benefit that makes up for limits imposed by the Internal Revenue Service. For participants who separate from service on or after January 1, 2009, the

                    The benefit under the Supplemental Pension Plan vests according to the same schedule as the Retirement Plan, which isPension Plan. For participants who separated from service between January 1, 2009 and December 31, 2009, the benefit vested after five years of service. For participants who separate from


                    83

                    service beginning January 1, 2010, vesting occurs after three years of service. However, if a participant separates prior to age 55 with 10 years of service, the maximum compensation that is considered in calculating the benefit under the Supplemental Pension Plan is four times the compensation limit set by the Tax Code ($245,000 for 2009). If a participant separates after age 55 with 10 years of service, all eligible compensation is taken into account.

                    Individuals who are designated as "specified employees"“specified employees” under Section 409A of the Tax Code, which include the U.S. based Named Executive Officers, may not receive payments from the Supplemental Pension Plan, the Supplemental Thrift Plan, the Overseas Plan or the International Thrift Plan for at least six months following termination of employment.


                    Quantification of Termination/Change in Control Payments

                    The amounts shown in the tables below assume that the event that triggered the payment occurred on December 31, 2008.2009. The tables do not include the value of pension benefits that are disclosed in the 20082009 Pension Benefits table on page 65,77, but do include any pension enhancement triggered by the event, if applicable. The tables also do not include the value of any benefits (such as retiree health coverage) provided on the same basis to substantially all other employees in the country in which the Named Executive Officer works.

                    Voluntary Retirement/Voluntary ResignationSeparation

                    Messrs. Isdell, Kent, Fayard and Reyes are eligiblehave satisfied the age and service requirements for retirement, as it is defined inacceleration of vesting of certain equity awards under the Company'sCompany’s equity plans in effect on December 31, 2008.2009. For these retirement eligible Named Executive Officers, the amounts below reflect (i) the intrinsic value of the acceleration of vesting of any stock options that vest on retirementseparation (intrinsic value is the difference between the exercise price of an unvested stock option and the closing price of a share of Common Stock, which was $45.27$57.00 on December 31, 2008)2009); and (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-20072006–2008 and 2006-20082007–2009 PSU programs, which would be released early upon retirement.separation. For Mr. Reyes, the total also includes an amount required under Mexican law to be paid upon separation. No amounts are included for the 2007-2009 or 2008-20102008–2010 PSU programsprogram because the PSUs remain subject to performance requirements even after retirement. For Messrs. Cummings and Finan who arehave not eligiblesatisfied the age and service requirements for retirement,acceleration of equity and therefore no additional payments would be triggered upon their voluntary resignation.

                    separation.
                     Voluntary Retirement/Voluntary Resignation
                      Name    Severance
                    Payments                    		    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		   Pension
                    Enhancement                    		    Total  
                       Mr. Isdell   $0   $0   $20,353,845   $0   $20,353,845  
                       Mr. Kent    0    189,988    2,376,675     0    2,566,663  
                       Mr. Cummings    0    0    0     0    0  
                       Mr. Fayard    0    183,825    5,584,915     0    5,768,740  
                       Mr. Finan    0    0    0     0    0  
                       Mr. Reyes    54,624    163,400    4,753,350     0    4,971,374  
                                                 
                                              
                    Voluntary Separation
                    Name   
                    Severance
                    Payments                    		    
                    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		    Pension
                    Enhancement                    		    Total 
                     
                    Mr. Kent  $0   $1,579,312   $5,551,059   $0   $7,130,371 
                     
                    Mr. Cummings   0    0    0    0    0 
                     
                    Mr. Fayard   0    1,168,688    5,313,369    0    6,482,057 
                     
                    Mr. Finan   0    0    0    0    0 
                     
                    Mr. Reyes   40,621    1,250,807    5,018,850    0    6,310,278 
                     


                    84

                    Involuntary Termination with Severance

                    Messrs. Isdell, Kent, Fayard and Reyes are eligiblehave satisfied the age and service requirements for retirement, as it is defined inacceleration of vesting of certain equity awards under the Company'sCompany’s equity plans in effect on December 31, 2008. Therefore,2009. These provisions apply in the event of a separation, including an involuntary separation other than for cause, they are treated as retired.separation. For these retirement eligible Named Executive Officers, the amounts below reflect (i) all of the amounts described above under "Voluntary Retirement/Voluntary Resignation";“Voluntary Separation” and (ii) for Messrs. Isdell, Kent and Fayard, severance due under the Severance Plan and for Mr. Reyes, the severance amount required under Mexican law. For Messrs. Cummings and Finan, the amounts below reflect (i) severance due under the Severance Plan;Plan.
                                              
                    Involuntary Termination
                    Name
                    		   Severance
                    Payments1                    		    Acceleration of
                    Vesting of Stock
                    Options2                    		    Restricted
                    Stock
                    and PSUs2                    		    Pension
                    Enhancement                    		    Total 
                     
                    Mr. Kent  $2,400,000   $1,579,312   $5,551,059   $0   $9,530,371 
                     
                    Mr. Cummings   1,400,000    0    0    0    1,400,000 
                     
                    Mr. Fayard   1,483,200    1,168,688    5,313,369    0    7,965,257 
                     
                    Mr. Finan   1,575,000    0    0    0    1,575,000 
                     
                    Mr. Reyes   2,536,319    1,250,807    5,018,850    0    8,805,976 
                     
                    1In the event of involuntary termination for cause, no severance would be payable for U.S. based Named Executive Officers and the amount payable to Mr. Reyes would be approximately $40,621 pursuant to Mexican law.
                    2Since 2004, equity awards have contained provisions that allow the Company to cancel awards or recover amounts under certain circumstances. If an employee was terminated for cause and the Company enforced this provision, these amounts would be zero for all Named Executive Officers.
                    Disability
                    The amounts below reflect (i) the intrinsic value of the acceleration of stock options, (ii) the value of a prorated number ofthe shares or share units issued upon satisfaction of the performance criteria under the 2005-20072006–2008 and 2007–2009 PSU program,programs, which would be released early upon involuntary separation.



                     Involuntary Termination with Severance
                      Name    Severance
                    Payments                    		    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		   Pension
                    Enhancement                    		    Total  
                       Mr. Isdell   $3,300,000   $0   $20,353,845   $0   $23,653,845  
                       Mr. Kent    2,400,000    189,988    2,376,675     0    4,966,663  
                       Mr. Cummings    1,400,000    0    2,098,174     0    3,498,174  
                       Mr. Fayard    1,483,200    183,825    5,584,915     0    7,251,940  
                       Mr. Finan    1,575,000    0    2,172,960     0    3,747,960  
                       Mr. Reyes    2,565,015    163,400    4,753,350     0    7,481,765  

                    Involuntary Termination for Cause

                           No Named Executive Officer would receive any additional payments upon termination for cause, except Mr. Reyes, for whom an amount is required to be paid under Mexican law in the event of any termination. Even though Messrs. Isdell, Kent, Fayard and Reyes are eligible for retirement as it is defined in the Company's equity plans in effect on December 31, 2008, since 2004, the equity awards have contained provisions under which awards would be forfeited in the event of involuntary termination for cause.

                     Involuntary Termination For Cause
                      Name    Severance
                    Payments                    		   Acceleration of
                    Vesting of Stock
                    Options                    		   Restricted
                    Stock
                    and PSUs                    		   Pension
                    Enhancement                    		    Total  
                       Mr. Isdell   $0   $0   $0   $0   $0  
                       Mr. Kent    0     0     0     0    0  
                       Mr. Cummings    0     0     0     0    0  
                       Mr. Fayard    0     0     0     0    0  
                       Mr. Finan    0     0     0     0    0  
                       Mr. Reyes    54,624     0     0     0    54,624  

                    Disability

                           Messrs. Isdell, Kent, Fayard and Reyes are eligible for retirement, as it is defined in the Company's equity plans in effect on December 31, 2008. Therefore, in the event of disability, they also would be treated as retired. For these retirement eligible Named Executive Officers, the amounts below reflect (i) all of the amounts described above under "Voluntary Retirement/Voluntary Resignation"; (ii)(iii) for Messrs. Kent and Fayard, the value of performance-based restricted shares that would be released early upon disability; (iii)(iv) for Mr. Fayard, the value of time-based restricted shares that would be released early upon disability; and (iv)(v) for Mr. Reyes, a severance amount required under Mexican law. For Messrs. Finan and Cummings, the amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-2007 and 2006-2008 PSU programs, which would be released early upon disability; and (iii) for Mr. Finan, the value of performance-based restricted shares that would be released early upon disability. No amounts are included for the



                    2007-2009 and 2008-2010 PSUs 2008–2010 PSU program because the PSUs remain subject to performance criteria even after disability.

                     Disability
                      Name    Severance
                    Payments                    		    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		   Pension
                    Enhancement                    		    Total  
                       Mr. Isdell   $0   $0   $20,353,845   $0   $20,353,845  
                       Mr. Kent    0    189,988    4,640,175     0    4,830,163  
                       Mr. Cummings    0    127,656    4,999,392     0    5,127,048  
                       Mr. Fayard    0    183,825    8,482,195     0    8,666,020  
                       Mr. Finan    0    142,975    7,356,375     0    7,499,350  
                       Mr. Reyes    148,602    163,400    4,753,350     0    5,065,352  


                    Death85

                                              
                    Disability
                    Name
                    		   
                    Severance
                    Payments                    		    
                    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		    Pension
                    Enhancement                    		    Total 
                     
                    Mr. Kent  $0   $20,755,111   $8,401,059   $0   $29,156,170 
                     
                    Mr. Cummings   0    6,119,665    4,765,599    0    10,885,264 
                     
                    Mr. Fayard   0    6,193,889    8,961,369    0    15,155,258 
                     
                    Mr. Finan   0    5,680,993    7,531,125    0    13,212,118 
                     
                    Mr. Reyes   138,296    7,049,126    5,018,850    0    12,206,272 
                     
                    Death
                    The amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-20072006–2008 and 2006-20082007–2009 PSU programs, which would be released early upon death; (iii) the value of a prorated number of shares earned under the 2007-20092008–2010 PSU program based on Company performance through 2008,2009, which would be paid to the Named Executive Officer'sOfficer’s estate upon death; (iv) the value of the target number of shares under the 2008-2010 PSU program, which would be paid to the Named Executive Officer's estate upon death; (v) for Messrs. Kent, Fayard and Finan, the value of performance-based restricted shares that would be released early upon death; (vi)(v) for Mr. Fayard, the value of time-based restricted shares that would be released early upon death; and (vii)(vi) for Mr. Reyes, amounts required to be paid under Mexican law.

                     Death
                      Name    Severance
                    Payments                    		    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		   Pension
                    Enhancement                    		    Total  
                       Mr. Isdell   $0   $0   $28,227,022   $0   $28,227,022  
                       Mr. Kent    0    189,988    7,889,203     0    8,079,191  
                       Mr. Cummings    0    127,656    6,716,212     0    6,843,868  
                       Mr. Fayard    0    183,825    10,570,937     0    10,754,762  
                       Mr. Finan    0    142,975    9,050,424     0    9,193,399  
                       Mr. Reyes    54,624    163,400    6,707,430     0    6,925,454  

                                              
                    Death
                    Name
                    		   
                    Severance
                    Payments                    		    
                    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		    Pension
                    Enhancement                    		    Total 
                     
                    Mr. Kent  $0   $20,755,111   $8,401,059   $0   $29,156,170 
                     
                    Mr. Cummings   0    6,119,665    4,765,599    0    10,885,264 
                     
                    Mr. Fayard   0    6,193,889    8,961,369    0    15,155,258 
                     
                    Mr. Finan   0    5,680,993    7,531,125    0    13,212,118 
                     
                    Mr. Reyes   40,621    7,049,126    5,018,850    0    12,108,597 
                     

                    Change in Control

                    The amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2005-20072006–2008 and 2006-20082007–2009 PSU programs, which would be released early upon a change in control; (iii) for Messrs. Kent, Fayard and Finan, the value of performance-based restricted shares that would be released early upon change in control; (iv) for Mr. Fayard, the value of time-based restricted



                    shares that would be released early upon a change in control; (v) for Mr. Cummings, the value of the more favorable early retirement subsidy provided for employees between ages 50 and 55 with at least ten years of service in the event of a change in control and subsequent termination; and (vi) for Mr.Messrs. Finan and Reyes, the value of the more favorable early retirement subsidy provided under the Overseas Plan for certain participants under age 60 with at least five years of service in the event of a change in control and subsequent termination. No amounts are included forFor PSUs granted in 2008, the 2007-2009 or 2008-2010 PSU programs because the PSU grants contain no specialtarget number of

                    86

                    shares is granted just prior to a change in control provision and remain subject to performance requirements.control. The Company has no separate change in control agreements with any Named Executive Officer and no taxgross-up is provided for any taxes incurred as a result of change in control payments.

                     Change in Control
                      Name   Severance
                    Payments                    		    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		    Pension
                    Enhancement                    		    Total  
                       Mr. Isdell   $0   $0   $20,353,845   $0   $20,353,845  
                       Mr. Kent     0    189,988    4,640,175    0    4,830,163  
                       Mr. Cummings     0    127,656    4,999,393    783,517    5,910,566  
                       Mr. Fayard     0    183,825    8,482,195    0    8,666,020  
                       Mr. Finan     0    142,975    7,356,375    0    7,499,350  
                       Mr. Reyes     0    163,400    4,753,350    869,705    5,786,455  

                                              
                    Change in Control
                    Name   
                    Severance
                    Payments                    		    
                    Acceleration of
                    Vesting of Stock
                    Options                    		    Restricted
                    Stock
                    and PSUs                    		    Pension
                    Enhancement                    		    Total 
                     
                    Mr. Kent  $0   $20,755,111   $11,622,585   $0   $32,377,696 
                     
                    Mr. Cummings   0    6,119,665    6,324,777    867,584    13,312,026 
                     
                    Mr. Fayard   0    6,193,889    10,947,990    0    17,141,879 
                     
                    Mr. Finan   0    5,680,993    9,090,303    951,687    15,722,983 
                     
                    Mr. Reyes   0    7,049,126    6,790,695    676,389    14,516,210 
                     

                    Arrangements with Mr. Isdell

                           In connection with Mr. Isdell's becoming Chairman of the Board and Chief Executive Officer, he was granted a restricted stock award of 140,000 shares on July 22, 2004. This grant was intended to make him whole for additional taxes incurred on incomenot related to his employment with the Company. The restrictions on the restricted stock award will lapse six months following retirement (with the consent of the Board), as long as retirement occurs after June 1, 2008. Additionally, the Compensation Committee in 2004 agreed to the following special provisions upon Mr. Isdell's subsequent retirement:

                      •
                      all stock options granted will vest, however his ability to exercise these options is restricted until such time as the options otherwise would have vested had he not retired; and

                      •
                      the standard provision that requires forfeiture of any PSUs held less than 12 months does not apply.

                           The Compensation Committee in February 2009 also approved certain perquisites for Mr. Isdell following his retirement in April 2009. The Company will provide secretarial assistance to Mr. Isdell for a period of 12 months after retirement. The secretary will be a full-time Company employee who will also handle other Company business. The secretary will assist Mr. Isdell with remaining Company business as well as personal matters. It is estimated that, at most, 50% of the secretary's time will be dedicated to Mr. Isdell. The estimated incremental cost of providing secretarial services for one year is $36,400. In addition, the Company will continue to provide security systems and security monitoring at Mr. Isdell's residences for only 12 months following retirement, at an estimated cost to the Company of $39,000.


                    Summary of Plans

                    The following section provides information on Company-sponsored plans noted in the Compensation Discussion and Analysis or in the tables. For the convenience of our shareowners, the descriptions of the plans are in one location.

                    Retirement Plans

                    The RetirementPension Plan.  The RetirementPension Plan is a broad-based tax-qualified defined benefit plan that applies on the same terms for substantially all U.S. non-union employees. Generally, pension benefits are based on a percentage of the employee'semployee’s final average compensation (the five highest consecutive calendar years of compensation out of the employee'semployee’s last eleven years) up to the limit for each year as set by the Tax Code ($230,000245,000 for 2008)2009), multiplied by the employee'semployee’s years of credited service. The term "compensation"“compensation” for determining the pension benefit includes salary, overtime, commissions and cash incentive awards, butexcludesany amounts related to stock options, performance share unitsPSUs or restricted stock. It also excludes deferred compensation and any extraordinary payments related to hiring or termination of employment.

                    Under the RetirementPension Plan, a participant becomes vested after completing five years of service or attaining age 60 with one year of service. Effective for employees terminating in 2010 and thereafter, a participant becomes vested after completing three years of service or attaining age 65 with one year of service. Normal retirement is age 65. For employees terminating prior to 2009, reduced benefits became payable as early as age 55 with 10 years of service or age 60 with one year of service. Effective for employees terminating in 2009 and thereafter, the RetirementPension Plan provides for payment of a reduced benefit prior to age 55 after termination of employment.

                    In 2008, an employeeaddition, beginning in 2009 a lump sum payment option is available for employees.

                    In 2009, a participant could receive no more than $185,000$195,000 annually from the RetirementPension Plan and no compensation in excess of $230,000$245,000 per year could be taken into account for calculating benefits under the RetirementPension Plan.
                    The Company made changes to the Pension Plan to better meet the needs of the Company’s increasingly diverse and mobile workforce. Beginning January 1, 2010, a cash balance formula replaced the current benefit calculation formula described above. Participants employed as of


                    87

                    December 31, 2009 retain the pension benefit they accrued under the prior benefit calculation formula based on years of credited service completed as of December 31, 2009 and final average compensation earned through December 31, 2019 (known as the Part A benefit). Effective January 1, 2010, participants began accruing a pension benefit under the new cash balance formula (known as the Part B benefit). As a result, beginning in 2010, a participant’s benefit under the Pension Plan will be based on two formulas – Part A (prior benefit calculation formula) plus Part B (new cash balance formula).
                    Under the new cash balance formula, the Company makes an annual pay credit allocation to each active participant’s account on December 31, ranging from 3% to 8% of compensation, based on the participant’s age as of January 1 of the same year. The term “compensation” under the new cash balance formula has substantially the same meaning as the term under the current benefit calculation formula. In addition, on December 31 of each year, the Company makes an annual interest credit allocation based on the value of the participant’s account as of January 1 of the same year.
                    Realizing the importance of these changes, the Company decided that certain participants employed as of December 31, 2009 would be eligible for one or more special transition benefits. As discussed above, the benefit under the current formula (Part A) will be based on a participant’s final average compensation earned through December 31, 2019, which includes pay increases and decreases. Second, participants whose age plus years of service equaled at least 55 as of December 31, 2009 will receive an additional 2% of pay credited under the new cash balance formula (Part B) each year while they are working. Third, participants who are eligible for early retirement as of December 31, 2009 will receive the greater of: (i) the benefit calculated under the current formula without change; or (ii) the combination of the Part A and Part B benefits, when benefits commence at retirement.
                    The Thrift Plan.  The Thrift Plan is a broad-based tax-qualified defined contribution plan that applies on the same terms for most U.S. non-union employees. The Company contributes to each participant'sparticipant’s account an amount equal to 100% of the participant'sparticipant’s contributions but not more than (i) 3% of the participant'sparticipant’s compensation or (ii) the amount allowable under the limits imposed under the Tax Code, whichever is lower. For 2008,2009, compensation over $230,000$245,000 may not be taken into account under the Thrift Plan. The Company'sCompany’s matching contribution is invested originally in Common Stock but participants may move the contribution to any other available investment option. Employees hired after March 31, 2002 are vested in Company matching contributions1/3 one-third per year over three years. Employees hired on or before March 31, 2002 are immediately vested in all Company matching contributions.

                    Beginning January 1, 2010, an automatic enrollment feature was added to the Thrift Plan for eligible employees hired or rehired on or after January 1, 2010. For employees who do not make an affirmative election to participate in the Thrift Plan, the automatic enrollment feature presumes such employee elects to contribute on a before-tax basis at a rate of 3% of pay. Employees who are automatically enrolled have the flexibility to change their contribution rate or discontinue their contributions at any time.
                    The Supplemental Pension Plan.  The Supplemental Pension Plan makes employees whole when the Tax Code limits the benefit that otherwise would otherwise accrue under the RetirementPension Plan. The Supplemental Pension Plan applies on the same terms for all U.S. non-union employees who exceed the limits set by the Tax Code. The Supplemental Pension Plan also operates to keep employees whole when they defer part of their salary or bonus under the Deferred Compensation Plan.


                    88

                    Otherwise, electing to defer would reduce an employee'semployee’s retirement benefits. For participants who separate from service on or after January 1, 2009, the benefit under the Supplemental Pension Plan vests according to the same schedule as the Retirement Plan, which is after five years of service.Pension Plan. However, if a participant separates prior to age 55 with 10 years of service or attainment of age 60, the maximum compensation that is considered in calculating the benefit is four times the compensation limit set by the Tax Code.Code, and the benefit is paid in a lump sum. If a participant separates after age 55 with 10 years of service or attainment of age 60, all eligible compensation is taken into account. Prior to 2009,account and the benefit is paid as a monthly annuity.
                    Benefits under the Supplemental Pension Plan are calculated in the same manner as if the participant’s otherwise eligible compensation or full annual benefit attributablewere able to



                    compensation exceeding be included under the Tax Code limits generally did not vest until a participant's earliest retirement date.

                    Pension Plan. Accordingly, the changes made to the Pension Plan effective January 1, 2010 also were made in the same manner to the Supplemental Pension Plan. These changes include the replacement of the current benefit calculation formula with the new cash balance formula, the provision for special transition benefits for certain participants employed as of December 31, 2009, and the lessening of the vesting requirements to three years of service or attainment of age 65 with one year of service.

                    The Supplemental Thrift Plan.  The Supplemental Thrift Plan makes employees whole when the Tax Code limits the Company matching contributions that otherwise would otherwise be credited to them under the Thrift Plan. The Supplemental Thrift Plan also operates to keep employees whole when they defer part of their salary or bonus under the Deferred Compensation Plan. The Company makes up for amounts that cannot be credited under the Thrift Plan by crediting the employee with the Company matching contributions in hypothetical share units. The value of the accumulated share units, including dividend equivalents, is paid in cash after separation from service. Participants are immediately vested in their Supplemental Thrift Plan benefit. Employees are not permitted to make contributions to the Supplemental Thrift Plan.

                    The Overseas Plan.  The Overseas Plan provides a retirement benefit to International Service Associates of the Company who are not U.S. citizens. The Overseas Plan applies on the same terms to the general population of International Service Associates worldwide. Payments under the Overseas Plan are reduced by benefits paid by other Company-sponsored plans, statutory payments and social security. Generally, the Overseas Plan pays benefits in a lump sum after separation from service. Under the Overseas Plan, a participant becomes vested after five years of service or attainment of age 60 while employed.

                    The International Thrift Plan.  The International Thrift Plan provides a benefit similar to that received by U.S. citizens under the Supplemental Thrift Plan to International Service Associates who are not U.S. citizens. The International Thrift Plan applies on the same terms to the general population of International Service Associates worldwide. The International Thrift Plan provides a credit in hypothetical Company share units equivalent to 3% of the International Service Associate'sAssociate’s eligible compensation. The value of the accumulated share units, including dividend equivalents, is paid in cash to the individual after separation from service. Employees are vested in their International Thrift Plan benefit after four years of service. Employees are not permitted to make contributions to the International Thrift Plan.

                    The Mexico Plan.  The Mexico Plan consists of a traditional defined benefit plan, a pension equity plan, and a defined contribution plan. Eligible employees receive whichever plan formula (either the traditional defined benefit plan or the sum of the pension equity plan and the defined


                    89

                    contribution plan) results in the larger benefit. For Mr. Reyes, the traditional defined benefit plan currently results in the larger benefit.

                    The traditional defined benefit plan is based on a percentage of the employee'semployee’s final eligible earnings, determined over the last 36 months prior to retirement, multiplied by the employee'semployee’s years of credited service. The benefit is then reduced by an offset for the benefit provided under the Savings Systems for Retirement. The monthly pension benefit cannot be less than the pension that is provided by the termination indemnity required by Mexican law. The monthly pension benefit cannot exceed 70% of the final salary at retirement. The term "eligible earnings"“eligible earnings” for determining the pension benefit includes salary, vacation bonus, savings fund, and long-term incentive program. No stock options or restricted stock are included in the pension earnings.

                    The pension equity plan pays a lump sum amount at retirement, based on the employee'semployee’s final average salary and points accumulated during employment. An employee earns points for each year of service based on age. The defined contribution plan is a savings plan in which employees can contribute up to 5% of their compensation on a pre-tax basis. The Company makes a matching contribution equal to 50% of the employee'semployee’s contribution.


                    Under the Mexico Plan, a participant becomes eligible for a reduced benefit as early as age 55 with at least 10 years of service.

                    Incentive Plans

                    Annual Incentive Plan.  The Company maintains the Performance Incentive Plan for employees.

                    Approximately 9,0008,900 employees participated in the incentive plan in 2008.2009. The Compensation Committee may designate one or more performance criteria from the list contained in the plan. Possible performance measures, which have been approved by shareowners, are:

                    •• net revenue
                     •net income
                    • return on assets
                    • operating income
                    • brand contribution
                    • gross profit
                    • operating expenses
                    • profit before tax
                    • economic profit
                    • return on capital
                    • unit case volume
                    • earnings before interest, taxes, depreciation and amortization
                    • earnings per share
                    •net income • increase in cash flow
                    •return on assets • increase in shareowner value
                    •operating income • return on invested capital
                    •brand contribution • return on shareowners'shareowners’ equity
                    •gross profit • revenue growth
                    •operating expenses • operating profit or operating margins
                    •profit before tax • goals relating to acquisitions or
                    •economic profitdivestitures
                    •return on capital • value share of nonalcoholic ready-to-drink
                    •unit case volumesegment
                    •earnings before interest, taxes, • volume share of nonalcoholic
                    depreciation and amortizationready-to-drink segment
                     • quality as determined by the Company'sCompany’s Quality Index

                    Target annual incentives are established for each participant. Below a threshold level of performance no payments can be made under the incentive plan. The program is designed to satisfy the requirements of Section 162(m) of the Tax Code. As described in the Compensation Discussion and Analysis beginning on page 38, Named Executive Officers were paid discretionary incentives from this plan for 2008.


                    90

                      Long-Term Incentive Plans

                      Stock Option Plans.  Stock option plans provide equity compensation, which depends on the increase in the price of Common Stock and the creation of shareowner value.

                      The Company currently grantshas outstanding options fromunder the 2008 Stock Option Plan, the 2002 Stock Option Plan and the 1999 Stock Option Plan. These plans generally provide that the option price must be not less than 100% of the fair market value of Common Stock on the date the option is granted. The fair market value of a share of Common Stock is the average of the high and low prices on the date of grant. In certain foreign jurisdictions, the law requires additional restrictions on the calculation of the option price. The grants provide that stock options generally may not be exercised during the first twelve months after the date of grant. Generally, options vest 25% on the first, second, third and fourth anniversaries of the grant date and have a term of ten years.

                      The 2008 Stock Option Plan, the 2002 Stock Option Plan and the 1999 Stock Option Plan each allow shares of Common Stock to be used to satisfy any resulting federal, state and local tax liabilities. Change of control, death, disability and retirement after a specified age, with certain exceptions, cause the acceleration of vesting.


                      Restricted Stock Plan.  The 1989 Restricted Stock Plan is designed to focus executives on the long-term performance of the Company. The 1989 Restricted Stock Plan allows flexibility related to grant terms and conditions.

                      There are currently three types of awards under the 1989 Restricted Stock Plan that are outstanding:

                      Restricted Stock.Awards of restricted stock are generally limited to our senior executives. The awards may be performance-based or time-based. Shares of stock are granted and transferred into the employee'semployee’s name. Shares remain subject to forfeiture until the shares are released under the terms of the awards. The Compensation Committee uses time-based restricted stock sparingly for purposes of attraction and retention and, in certain grants to senior executives, these also include minimal performance criteria.

                      retention.

                      Promise to Grant Restricted Stock.The award may be performance-based or time-based. Restricted stock is granted after pre-determined performance criteria are met or on a certain date in the future. This contractual arrangement is used primarily outside the U.S. Employees may or may not receive dividend equivalents during the term. No Named Executive Officers have such promises.

                      Performance Share Units.Performance share units  PSUs provide an opportunity for employees to receive restricted stock when certain Company performance-related criteria are met. The performance period is generally three years and if performance targets are met, shares are granted with an additional restriction period of one or two years. For some executives overseas, due to international tax considerations, the restricted shares are not issued until the end of the additional restriction period. Dividends or, when applicable, dividend equivalents are paid during the additional restriction period. The possible performance measures, which have been approved by shareowners, are the same as those listed above for the Performance Incentive Plan.

                      The majority of outstanding grants are performance share unitsPSUs tied to Company long-term performance measures.


                      91

                      Other Plans

                      The Deferred Compensation Plan.  The Deferred Compensation Plan is a non-qualified and unfunded deferred compensation program offered to approximately 600 U.S. based employees who are not International Service Associates. Eligible participants may defer up to 80% of base salary and, for 2008,2009, up to 100%95% of their incentive. Gains and losses are credited based on the participant'sparticipant’s election of a variety of deemed investment choices. The Companydoes notmatch any employee deferral or guarantee a return. In fact, due to the downturn in world markets, the weighted average return of the various deemed investment choices under the plan as of December 31, 2008 was negative 25%. Participants'Participants’ accounts may or may not appreciate and may depreciate depending on the performance of their deemed investment choices. None of the deemed investment choices provide interest at above-market rates. All deferrals are paid out in cash upon distribution. Participants may schedule a distribution during employment, or may opt to receive their balance after separation from service. Participants who are considered "specified employees"“specified employees” under the Tax Code (generally, the top 50 highest paid executives) may not receive a post-termination distribution for at least six months following separation from the Company. On occasion, the Company may provide a one-time credit to make up for benefits lost at a prior employer. The Company has not provided any credits for any of the Named Executive Officers.


                      The International Service Program.  Currently, there are approximately 375350 International Service Associates. The International Service Program benefits include a housing allowance and, where appropriate, a host country allowance (a cash adjustment designed to provide equivalent purchasing power), a cash allowance recognizing differences in living conditions in the host location, a home leave allowance and currency protection. The program also provides tax preparation services and tax equalization. Under the tax equalization program, an International Service Associate, economically, pays tax at the same federal and state income tax rates as a resident of the State of Georgia on base salary, incentive compensation and personal income. The Company assumes responsibility for foreign taxes while on assignment. This is to ensure that there is no undue hardship or windfall due to taxes while on assignment in a foreign location.

                      The Severance Plan.  The Severance Plan provides cash severance benefits to eligible employees who are involuntarily terminated. Eligible employees include regular, full-time, non-union, non-manufacturing U.S. employees and International Service Associates. Generally, benefits are payable when an employee is terminated involuntarily due to specific circumstances such as when an employee'semployee’s position is eliminated. Benefits are not payable if the employee is offered substantially equivalent employment with the Company or its affiliates, is terminated for cause, or has entered into a separate agreement. In the case of a reorganization where the employee'semployee’s position is eliminated, the benefit payable is determined based on job grade leveland/or length of service. The minimum benefit is four weeks of base pay and the maximum benefit is two years of base pay.


                      92



                      EQUITY COMPENSATION PLAN INFORMATION

                      Plan Category
                      		 Number of Securities to
                      be Issued Upon Exercise
                      of Outstanding Options,
                      Warrants and Rights
                      (a)                      		 Weighted-Average
                      Exercise Price of
                      Outstanding Options,
                      Warrants and Rights
                      (b)                      		 Number of Securities
                      Remaining Available for
                      Future Issuance Under
                      Equity Compensation Plans
                      (Excluding Securities
                      Reflected in Column(a))
                      (c)                      		 

                      Equity Compensation Plans Approved by Security Holders

                      		  176,140,0201$48.562 179,826,6183 

                      Equity Compensation Plans Not Approved by Security Holders

                      		  0  N/A  0 
                               

                      Total

                      		  176,140,020     179,826,618 

                                   
                              Number of Securities
                      		 
                              Remaining Available for
                      		 
                        Number of Securities to
                      		  Weighted-Average
                      		  Future Issuance Under
                      		 
                        be Issued Upon Exercise
                      		  Exercise Price of
                      		  Equity Compensation Plans
                      		 
                        of Outstanding Options,
                      		  Outstanding Options,
                      		  (Excluding Securities
                      		 
                        Warrants and Rights
                      		  Warrants and Rights
                      		  Reflected in Column(a))
                      		 
                      Plan Category (a)  (b)  (c) 
                       
                      Equity Compensation Plans Approved by Security Holders  194,059,6281 $47.902  151,605,9883
                      Equity Compensation Plans Not Approved by Security Holders  0   N/A   0 
                                   
                      Total  194,059,628       151,605,988 

                      1 Represents shares issuable pursuant to outstanding options under the 1999 Stock Option Plan, the 2002 Stock Option Plan and the 2008 Stock Option Plan. In addition, there are 6,060,0844,970,146 full-value awards of shares outstanding under the 1989 Restricted Stock Plan and the 1983 Restricted Stock Award Plan of TheCoca-Cola Company (the "1983“1983 Restricted Stock Plan"Plan”) (including shares that may be issued pursuant to outstanding performance share units, assuming the target award is met).

                      2 The weighted-average term of the outstanding options is 7.26.8 years.

                      3 Represents 154,659,399126,539,255 options which may be issued pursuant to future awards under the 1999 Stock Option Plan the 2002 Stock Option Plan and the 2008 Stock Option Plan and 25,167,21925,066,733 shares of Common Stock that may be issued pursuant to the 1983 Restricted Stock Plan and the 1989 Restricted Stock Plan (including shares that may be issued pursuant to outstanding performance share units, assuming the target award is met). The maximum term of the options is 10 years.

                      All numbers in the table above are as of December 31, 2008.

                      2009.

                      Share units credited under the Supplemental Thrift Plan, the International Thrift Plan, the Prior Directors'Directors’ Plan and the Directors'Directors’ Plan are not included since they are paid in cash.

                      The Company provides a matching contribution in Common Stock under various plans throughout the world. No shares are issued by the Company under any of these plans. Shares are purchased on the open market by a third-party trustee. These plans are exempt from the shareowner approval requirements of the NYSE. These plans are as follows:

                      The Thrift Plan (U.S.).  Under the Thrift Plan, the Company matches employee contributions to a maximum of 3% of an employee'semployee’s compensation, subject to limits imposed by the Tax Code. Employees hired prior to April 1, 2002 are immediately vested in the matching contributions and employees hired after that date vest in the matching contributions over three years. Generally, employees may not withdraw the matching contributions until termination of employment.
                      TheCoca-Cola

                             The Coca-Cola Export Corporation Employee Share PlanSavings Scheme (UK).  Under this plan, the Company matches employee contributions to a maximum of £1,500 per year. The employee is immediately vested in the matching contributions.contributions once a month when matching shares of Common Stock are purchased. However, the matching contributionsshares of Common Stock may not be withdrawn before a five-year holding period without adverse tax consequences.


                      93

                             Employees'Employees’ Savings and Share Ownership Plan ofCoca-Cola Ltd. (Canada).  Under this plan, the Company matches 50% of an employee'semployee’s contributions to a maximum of 4% of the employee's salary.



                      employee’s salary and incentive, where applicable. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until termination of employment.

                      Employee Stockholding Program (Japan).  Under this plan, the employee must be employed for at least three years in order to participate, and the Company matches contributions up to 3% of an employee's pay.employee’s salary. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until the employee terminates from the Company, or if the employee requests to terminate from the plan (specific regulations apply for cases when employees request the termination of employment or at specified limited periods.

                      from the plan).

                      Share Savings Plan (Denmark).  Under this plan, the Company matches contributions up to 3% of an employee's pay.employee’s salary. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn for five years without tax liability.

                      The Company also sponsors employee share purchase plans in several jurisdictions outside the United States. The Company does not grant or issue Common Stock pursuant to these plans, but does facilitate the acquisition of Common Stock by employees in a cost-efficient manner. These plans are not equity compensation plans.



                      COCA-COLACOCA-COLA ENTERPRISES INC.
                      On February 25, 2010, we entered into a definitive agreement withCoca-Cola

                             The Enterprises Inc. (“CCE”) that will result in the acquisition of the assets and liabilities of CCE’s North American operations for consideration including the approximate 34% ownership interest in CCE held by the Company and its subsidiaries together holdvalued at approximately 35% of the issued and outstanding shares of Coca-Cola Enterprises Inc. ("CCE")$3.4 billion, based upon a30-day trailing average as of February 23, 2009.

                      24, 2010, and the assumption of approximately $8.9 billion of CCE debt. At closing, CCE public shareowners will exchange their current CCE common stock for common stock in a new entity, which will retain the name CCE and hold CCE’s current European operations. This new entity will be 100% owned by the CCE public shareowners. As a result of the transaction, the Company will not own any interest in the new CCE entity. The transaction is subject to CCE public shareowners’ approval and certain regulatory approvals.

                      In a concurrent transaction, the Company reached an agreement in principle to sell our ownership interests in our Norway bottling operation,Coca-Cola Drikker AS, and our Sweden bottling operation,Coca-Cola Drycker Sverige AB, to the new CCE entity for approximately $822 million in cash. The transactions are subject to certain regulatory approvals.
                      We expect the transactions will close in the fourth quarter of 2010.
                      In addition, upon closing of the North America transaction, we will grant the new CCE entity the right to acquire our majority interest in our German bottling operation 18 to 36 months after closing at the then current fair value.
                      Certain Related Person Transactions with CCE

                      James D. Robinson III
                      Adaughter-in-law

                             A daughter-in-law of James D. Robinson III, one of our Directors, has an indirect minority equity interest in Delaware North. In 2008,2009, Delaware North and its subsidiaries made payments totaling


                      94

                      approximately $4.6$3.1 million to CCE to purchase products in the ordinary course of business. Also in 2008,2009, CCE paid Delaware North approximately $957,000$633,000 in marketing related payments in the ordinary course of business.

                      Berkshire Hathaway

                      Berkshire Hathaway'sHathaway’s holdings constituted approximately 8.64%8.68% of the Company'sCompany’s outstanding Common Stock as of February 23, 2009.22, 2010. IDQ, McLane and XTRA Lease LLC (“XTRA”) are wholly owned subsidiaries of Berkshire Hathaway. In 2008,2009, IDQ and its subsidiaries made payments totaling approximately $1.3$1.2 million to CCE to purchase products in the ordinary course of business. In 2008,2009, McLane made payments totaling approximately $4.0$3.5 million to CCE to purchase products in the ordinary course of business. In 2008,2009, CCE paid XTRA approximately $2.4$2.3 million for equipment leases of trailers used to store and transport finished product in the ordinary course of business. Berkshire Hathaway holds a significant equity interest in Moody's.Moody’s. In 2008,2009, CCE paid approximately $619,000$470,000 to a subsidiary of Moody'sMoody’s for providing long-term and short-term credit rating services.

                      Ownership of Equity Securities in CCE

                      The following table sets forth information regarding beneficial ownership of the common stock of CCE, if any, by each Director, each Named Executive Officer, and our Directors and Executive Officers as a group, all as of February 23, 2009.

                      22, 2010.
                      Name
                      		Aggregate Number
                      of Shares
                      Beneficially Owned                      		Percent of
                      of Shares
                      		Outstanding
                      Name
                      		Beneficially OwnedShares
                      Donald R. Keough  25,508 *
                      Donald F. McHenry  1,035 *
                      Gary P. Fayard  47,86524,4651*
                      Irial Finan  34,74444,90721*
                      All Directors and Executive Officers as a Group (27(28 Persons)  275,056194,28432*

                      * Less than 1% of issued and outstanding shares of common stock.

                      1 Includes 31,000stock units credited under theCoca-Cola Enterprises Inc. Deferred Compensation Plan for Nonemployee Directors (the “CCE Plan”) that will be paid in 18,237 shares of CCE common stock upon distribution, 18,170 deferred stock units that represent shares of CCE common stock that may be acquired on or before April 23, 2010, and 8,500 shares of CCE common stock that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 24, 2009.

                      23, 2010.

                      2 Includes stock units credited under the Coca-Cola Enterprises Inc. Deferred CompensationCCE Plan for Nonemployee Directors (the "CCE Plan") that will be paid in 12,02418,237 shares of CCE common stock upon distribution, 14,22018,170 deferred stock units that represent shares of CCE common stock that may be acquired on or before April 24, 2009,23, 2010, and 8,50076,100 shares of CCE common stock that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 24, 2009.23, 2010.


                      95

                      3 Includes stock units credited under the CCE Plan that will be paid in 12,024 shares of CCE common stock upon distribution, 14,220 deferred stock units that represent shares that may be acquired on or before April 24, 2009, and 175,100 shares that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 24, 2009.



                      REPORT OF THE AUDIT COMMITTEE

                             For many years, the Company's

                      The Company’s Audit Committee (the "Audit Committee"“Audit Committee”) has beenis composed entirely of non-management Directors. The members of the Audit Committee meet the independence and experiencefinancial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the SEC.Audit Committee under SEC and NYSE rules. In 2008,2009, the Audit Committee held eightnine meetings. The Audit Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter complies with all current regulatory requirements. Additionally, the Committee has continued its long-standing practice of having independent legal counsel.

                      During 2008,2009, at each of its regularly scheduled meetings, the Audit Committee met with the senior members of the Company'sCompany’s financial management team. Additionally, the Audit Committee had separate private sessions, during its regularly scheduled meetings, with the Company'sCompany’s general counsel or his designee, independent auditors, and the directorchief of internal audit, at which candid discussions regarding financial management, legal, accounting, auditing, and internal control issues took place. The Audit Committee'sCommittee’s agenda is established by the Audit Committee'sCommittee’s chairman and the directorchief of internal audit.

                      The Audit Committee has beenis updated quarterlyperiodically on management'smanagement’s process to assess the adequacy of the Company'sCompany’s system of internal control over financial reporting, the framework used to make the assessment, and management'smanagement’s conclusions on the effectiveness of the Company'sCompany’s internal control over financial reporting. The Audit Committee has also discussed with the independent auditors the Company'sCompany’s internal control assessment process, management'smanagement’s assessment with respect thereto and the independent auditors'auditors’ evaluation of the Company'sCompany’s system of internal control over financial reporting.

                      The Audit Committee reviewed with senior members of management, including the directorchief of internal audit and general counsel, and the independent auditors, the Company'sCompany’s policies and procedures with respect to risk assessment and risk management. The overall adequacy and effectiveness of the Company'sCompany’s legal, regulatory and ethical compliance programs, including the Company'sCompany’s Codes of Business Conduct were also reviewed.

                      The Audit Committee decided to engage Ernst & Young LLP as our independent auditors for the year ended December 31, 2008,2009, and reviewed with senior members of the Company'sCompany’s financial management team, the independent auditors, and the directorchief of internal audit, the overall audit scope and plans, the results of internal and external audit examinations, evaluations by management and the independent auditors of the Company'sCompany’s internal controls over financial reporting and the quality of the Company'sCompany’s financial reporting. Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit Committee will continue its long-standing practice of recommending that the Board ask the shareowners, at their annual meeting, to ratify theirthe appointment of the independent auditors.

                      Management has reviewed and discussed the audited financial statements in the Company'sCompany’s Annual Report onForm 10-K with the Audit Committee including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management'smanagement’s accounting judgments, members of the Audit Committee asked for management'smanagement’s representations and reviewed certifications prepared by the Chief Executive Officer and Chief Financial Officer that the unaudited quarterly and audited consolidated financial statements of the Company fairly present, in all material respects, the financial condition, results of


                      96

                      operations and cash flows of the Company, and have expressed to both management and the auditors their general preference for conservative policies when a range of accounting options is available.


                      In its meetings with representatives of the independent auditors, the Audit Committee asks them to address, and discusses their responses to several questions that the Audit Committee believes are particularly relevant to its oversight. These questions include:

                        •
                        Are there any significant accounting judgments or estimates made by management in preparing the financial statements that would have been made differently had the independent auditors themselves prepared and been responsible for the financial statements?

                        •
                        Based on the independent auditors' experience, and their knowledge of the Company, do the Company's financial statements fairly present to investors, with clarity and completeness, the Company's financial position and performance for the reporting period in accordance with generally accepted accounting principles and SEC disclosure requirements?

                        •
                        Based on the independent auditors' experience, and their knowledge of the Company, has the Company implemented internal controls and internal audit procedures that are appropriate for the Company?

                      • Are there any significant accounting judgments or estimates made by management in preparing the financial statements that would have been made differently had the independent auditors themselves prepared and been responsible for the financial statements?
                      • Based on the independent auditors’ experience, and their knowledge of the Company, do the Company’s financial statements fairly present to investors, with clarity and completeness, the Company’s financial position and performance for the reporting period in accordance with generally accepted accounting principles and SEC disclosure requirements?
                      • Based on the independent auditors’ experience, and their knowledge of the Company, has the Company implemented internal controls and internal audit procedures that are appropriate for the Company?
                      The Audit Committee believes that, by thus focusing its discussions with the independent auditors, it can promote a meaningful dialogue that provides a basis for its oversight judgments.

                      The Audit Committee also discussed with the independent auditors those matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board (the "PCAOB"“PCAOB”). The Audit Committee received and discussed with the independent auditors their annual written report on their independence from the Company and its management, as required by the PCAOB rules. The Audit Committee considered with the independent auditors whether the provision of non-audit services provided by them to the Company during 20082009 was compatible with their independence.

                      In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews the Company'sCompany’s quarterly and annual reports onForm 10-Q andForm 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of the Company'sCompany’s management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of the independent auditors, who are engaged to audit and report on the consolidated financial statements of the Company and subsidiaries and the effectiveness of the Company'sCompany’s internal control over financial reporting.

                      In reliance on these reviews and discussions, and the reports of the independent auditors, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company'sCompany’s Annual Report onForm 10-K for the fiscal year ended December 31, 2008,2009, for filing with the SEC.

                      Peter V. Ueberroth, Chair
                      Ronald W. Allen
                      Donald F. McHenry
                      James B. Williams



                      97


                      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
                      AS INDEPENDENT AUDITORS

                      (Item 2)

                      The Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending December 31, 2009,2010, subject to ratification of the appointment by the shareowners. Ernst & Young LLP has served as the Company'sCompany’s independent auditors for many years and is considered by management to be well qualified.

                      Audit Fees and All Other Fees

                      Audit Fees.  Fees for audit services totaled approximately $25.6 million in 2009 and $27.3 million in 2008, and $27.2 million in 2007, including fees associated with the annual audit and the audit of internal control over financial reporting, registration statements in 2009, the reviews of the Company'sCompany’s quarterly reports onForm 10-Q, and statutory audits required internationally.

                      Audit-Related Fees.  Fees for audit-related services totaled approximately $3.0 million in 2009 and $3.8 million in 2008 and $7.7 million in 2007.2008. Audit-related services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.

                      Tax Fees.  Fees for tax services, including tax compliance, tax advice and tax planning, totaled approximately $4.4 million in 2009 and $3.7 million in 2008 and $4.8 million in 2007.

                      2008.

                      All Other Fees.    In 2008, fees  Fees for all other services not described above totaled approximately $39,000 in 2009 and $90,000 in 2008 for training services in certain international locations. In 2007, Ernst & Young LLP did not provide any services other than those described above.

                      Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

                      The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors.

                      Under the policy, pre-approval is generally provided for work associated with the following:
                      • registration statements under the Securities Act of 1933 (for example, comfort letters or consents);
                      • statutory or other financial audit work fornon-U.S. subsidiaries that is not required for the 1934 Act audits;
                      • due diligence work for potential acquisitions or dispositions;
                      • attest services not required by statute or regulation;
                      • adoption of new accounting pronouncements or auditing and disclosure requirements and accounting or regulatory consultations;
                      • internal control reviews and assistance with internal control reporting requirements;
                      • review of information systems security and controls;
                      • tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities; expatriate and other individual tax services; and


                      98

                        •
                        registration statements under the Securities Act of 1933 (for example, comfort letters or consents);

                        •
                        statutory or other financial audit work for non-U.S. subsidiaries that is not required for the 1934 Act audits;

                        •
                        due diligence work for potential acquisitions or dispositions;

                        •
                        attest services not required by statute or regulation;

                        •
                        adoption of new accounting pronouncements or auditing and disclosure requirements and accounting or regulatory consultations;

                        •
                        internal control reviews and assistance with internal control reporting requirements;

                        •
                        review of information systems security and controls;

                        •
                        tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight authorities; expatriate and other individual tax services; and


                          •
                          assistance and consultation on questions raised by regulatory agencies.

                        • assistance and consultation on questions raised by regulatory agencies.

                        For each proposed service, the independent auditors are required to provide detailedback-up documentation at the time of approval to permit the Audit Committee to make a determination whether the provision of such services would impair the independent auditors'auditors’ independence.

                        The Audit Committee has approved in advance certain permitted services whose scope is routine across business units, including statutory or other financial audit work fornon-U.S. subsidiaries that is not required for the 1934 Act audits.

                        Other Information

                        The Company has been advised by Ernst & Young LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

                        One or more representatives of Ernst & Young LLP will be present at this year'syear’s Annual Meeting of Shareowners. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

                        Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting of Shareowners. If the shareowners should not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment.

                        The Board of Directors recommends a vote
                        FOR
                        the ratification of the appointment of Ernst & Young LLP as independent auditors.


                        99



                        PROPOSALS OF SHAREOWNERS

                        Items 3 through 6

                        The following four proposals were submitted by shareowners. If the shareowner proponent, or a representative who is qualified under state law, is present and submits such proposal for a vote, then the proposal will be voted upon at the Annual Meeting of Shareowners. Approval of each of the following four proposals requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting of Shareowners. In accordance with federal securities regulations, we include the shareowner proposals plus any supporting statements exactly as submitted by the proponents. To make sure readers can easily distinguish between material provided by the proponents and material provided by the Company, we have put a box around material provided by the proponents. If proposals are submitted by more than one shareowner, we will list only the primary filer'sfiler’s name, address and number of shares held. We will provide the information regarding co-filers to shareowners promptly if we receive an oral or written request for the information.

                        Shareowner Proposal Regarding an Advisory Vote on Executive Compensation (Item 3)

                        The Congregation of Benedictine Sisters, 285 Oblate Drive, San Antonio, Texas 78216, owner of 500 shares of Common Stock, and other co-filers,anotherco-filer, submitted the following proposal:

                        ADVISORY VOTE ON EXECUTIVE COMPENSATION

                        RESOLVED, that shareholders of The Coca Cola Company request the board of directors to adopt a policy that provides shareholders the opportunity at each annual shareholder meeting to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO.




                        SUPPORTING STATEMENT

                        Investors are increasingly concerned about mushrooming executive compensation especially when it is insufficiently linked to performance. In 2008, shareholders filed close to 100 "Say on Pay" resolutions. Votes on these resolutions have averaged 43% in favor, with ten votes over 50%, demonstrating strong shareholder support for this reform.

                        An Advisory Vote establishes an annual referendum process for shareholders about senior executive compensation. We believe the results of this vote would provide the board and management useful information about shareholder views on the company's senior executive compensation.




                        In its 2008 proxy, Aflac submitted an Advisory Vote resulting in a 93% vote in favor, indicating strong investor support for good disclosure and a reasonable compensation package. Daniel Amos, Chairman and CEO said, "An advisory vote on our compensation report is a helpful avenue for our shareholders to provide feedback on our pay-for-performance compensation philosophy and pay package."


                        To date, ten companies have also agreed to an Advisory Vote, including Verizon, MBIA, H&R Block, Blockbuster, Ingersoll Rand and Tech Data. TIAA-CREF, the country's largest pension fund, has successfully held an Advisory Vote twice.

                        Influential proxy voting service RiskMetrics Group, recommends votes in favor, noting: "RiskMetrics encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. An advisory vote on executive compensation is another step forward in enhancing board accountability."

                        The Council of Institutional Investors endorsed advisory votes and a bill to allow annual advisory votes passed the House of Representatives by a 2-to-1 margin. As presidential candidates, Senators Obama and McCain support the Advisory Vote.

                        We believe that existing U.S. Securities and Exchange Commission rules and stock exchange listing standards do not provide shareholders with sufficient mechanisms for providing input to boards on senior executive compensation. In contrast, in the United Kingdom, public companies allow shareholders to cast a vote on the "directors' remuneration report," which discloses executive compensation. Such a vote isn't binding, but gives shareholders a clear voice that could help shape senior executive compensation.

                        We believe that a company that has a clearly explained compensation philosophy and metrics, reasonably links pay to performance, and communicates effectively to investors would find a management sponsored Advisory Vote a helpful tool.

                        We urge our board to allow shareholders to express their opinion about senior executive compensation through an Advisory Vote by instituting this governance reform.

                        ADVISORY VOTE ON EXECUTIVE COMPENSATION
                        RESOLVED — shareholders ofCoca Colarecommend that the board of directors adopt a policy requiring that the proxy statement for each annual meeting contain a proposal, submitted by and supported by Company Management, seeking an advisory vote of shareholders to ratify and approve the board Compensation’s Committee Report and the executive compensation policies and practices set forth in the Company’s Compensation Discussion/Analysis.
                        SUPPORTING STATEMENT
                        Investors are increasingly concerned about mushrooming executive compensation especially when it is insufficiently linked to performance. In 2009 shareholders filed nearly 100 “Say on Pay” resolutions. Votes on these resolutions averaged more than 46% in favor. More than 20 companies had votes over 50%, demonstrating strong shareholder support for this reform. The Coca Cola resolution received 36.32%, a significant showing.
                        Investor, public and legislative concerns about executive compensation have reached new levels of intensity. A 2009 report by The Conference Board Task Force on Executive Compensation, noting that pay has become a flashpoint, recommends taking immediate and credible action “in order to restore trust in the ability of boards to oversee executive compensation” and calls for compensation programs which are “transparent, understandable and effectively communicated to shareholders.”
                        An Advisory Vote establishes an annual referendum process for shareholders about senior executive compensation. We believe this vote would provide our board and management useful information about shareholder views on the company’s senior executive compensation especially when tied to an innovative investor communication program.


                        100

                        Approximately 30 companies have agreed to an Advisory Vote, including Apple, Ingersoll Rand, Microsoft, Occidental Petroleum, Prudential, Hewlett-Packard, Intel, Verizon, MBIA and PG&E. And nearly 300 TARP participants implemented the Advisory Vote in 2009, providing an opportunity to see it in action.
                        Influential proxy voting service RiskMetrics Group, recommends votes in favor, noting: “RiskMetrics encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. An advisory vote on executive compensation is another step forward in enhancing board accountability.”
                        A bill mandating annual advisory votes passed the House of Representatives, and similar legislation is expected to pass in the Senate. However, we believe companies should demonstrate leadership and proactively adopt this reform before the law requires it.
                        We believe existing SEC rules and stock exchange listing standards do not provide shareholders with sufficient mechanisms for providing input to boards on senior executive compensation. In contrast, in the United Kingdom, public companies allow shareholders to case a vote on the “directors’ remuneration report,” which discloses executive compensation. Such a vote isn’t binding, but gives shareholders a clear voice that could help shape senior executive compensation.
                        We believe voting against the election of Board members to send a message about executive compensation is a blunt, sledgehammer approach, whereas an Advisory Vote provides shareowners a more effective instrument.
                        We believe that a company that has a clearly explained compensation philosophy and metrics, reasonably links pay to performance, and communicates effectively to investors would find a management sponsored Advisory Vote a helpful tool.
                        Statement Against Shareowner Proposal Regarding an Advisory Vote on Executive Compensation

                               This proposal states that

                        The Board has thoughtfully considered the idea of an annual up-or-down referendum with respect toadvisory vote on compensation and whether or not it would be a valuable tool for the compensationCompensation Committee of the Named Executive Officers ("NEO") "would provideBoard and for our shareowners.
                        In reviewing the board and managementmatter, the Company has been actively engaged with useful information about shareholder views on the company's senior executive compensation." The proposal further suggests thata variety of our shareowners. We have talked to a number of our shareowners who are keenly supportive of the issue and other shareowners who do not provided with sufficient mechanismssupport an advisory vote or remain unconvinced that it will be a useful tool. The Board also has taken into consideration potential legislation in the U.S. that would require our Company, and all public companies, to implement an advisory vote on executive compensation.
                        We continue to believe that this proposal advocates a less effective mechanism than those already in place for providingour shareowners, and one which will fail to express meaningful, specific input to the Board onCompensation Committee regarding executive compensation. We respectfully disagree.

                               First, ourcompensation matters.

                        Our shareowners already have several effective mechanisms available to allow them to communicate, or register dissatisfaction, with the Board regarding executive compensation or any other matter. These include a majority vote by-law, shareowner proposals, letters to individual Directors or the entire Board and voicing opinionsaddressing concerns directly to the Board and management at the Annual Meeting of Shareowners. Our shareowners also already have the power to approve, or


                        101

                               We

                        disapprove, equity compensation plans for executives. These plans must be approved by shareowners, as well as material amendments to the plans and periodic approval of the performance criteria.
                        Overall, we believe the best mechanism available to our shareowners to voice their opinion about the Compensation Committee'sCommittee’s work is through the election of Directors, pursuant to the Company'sCompany’s majority vote by-law. This vote is substantive because it determines who will serve on the Board and ultimately make decisions about compensation. In contrast,
                        We believe it is relevant to point out that our Company consistently listens to and responds to shareowner concerns. For example, our Company was the advisoryfirst major company to expense stock options. We instituted annual election of Directors; instituted a majority vote would not change the contentby-law in uncontested Director elections; require shareowner approval of certain executive severance agreements and provide for an independent Presiding Director. The Company also was one of the Committee's report nor have legal bearingfirst companies to establish dedicated resources to proactively engage our shareowners, and we continue that practice today. Finally, the Company has established procedures for shareowners to communicate directly with the Board and individual Directors. Those procedures are described on any compensation arrangement.

                               Second, thepage 110.

                        The development of effective executive compensation policies and practices is complex and in doing soits work the Compensation Committee takes into account numerous factors. But anfactors, as described in the Compensation Discussion & Analysis beginning on page 45. An annual "For"“For” or "Against" ratification“Against” advisory vote on NEO compensation as called for in this proposal, simply would not provide meaningful input into this process. It would not identify the particular elements of compensation with which our shareowners are concerned nor would it provide our Board with meaningfulvalue-added input beyond what they already have regarding our shareowners'shareowners’ various positions on complex executive compensation. It is also important to note that the advisory vote would not have legal bearing on any compensation matters.

                        arrangement.

                               For example, in any given year, are all shareowners who vote "For" ratification of NEO compensation telling the Board that they are pleasedwith all aspects of NEO compensation? Does the "For" ratification mean that some shareowners were pleased with only certain aspects of NEO compensation, but were more pleased than dissatisfied? Conversely, in any given year, are the shareowners who vote "Against" ratification of NEO compensation displeased with all aspects of NEO compensation?

                        The Board encourages shareowners to take advantage of the Company'sCompany’s current policies and procedures for communicating with the Board and remains open to meaningful improvements in Board/shareowner communications. However, we believe this proposal advocates a less effective mechanism than those already in place and one which will fail to express meaningful input regarding executive compensation matters.

                        The Board of Directors recommends a vote
                        AGAINST
                        the proposal regarding an advisory vote on executive compensation.

                        Shareowner Proposal Regarding an Independent Board Chair (Item 4)

                        International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, N.W., Washington D.C. 20001, owner of 100 shares of Common Stock, submitted the following proposal:

                        RESOLVED:    That stockholders of The Coca-Cola Company ("Coca-Cola" or "the Company") ask the Board of Directors to adopt a policy that the Board's chairman be an independent director who has not previously served as an executive officer of Coca-Cola. The policy should be implemented so as not to violate any contractual obligation. The policy should also specify: (a) how to select a new independent chairman if a current chairman ceases to be independent during the time between annual meetings of shareholders; and, (b) that compliance with the policy is excused if no independent director is available and willing to serve as chairman.



                        SUPPORTING STATEMENT:    It is the responsibility of the Board of Directors to protect shareholders' long-term interests by providing independent oversight of management. By setting agendas, priorities and procedures, the position of Chair is critical in shaping the work of the Board. Accordingly, we believe that having an independent Chairman can help ensure the objective functioning of an effective board.




                        An independent Chairman can also provide stability and continuity during senior management transitions, a major concern at our Company. Coca-Cola has churned through three Chairman/CEOs in just the past decade, creating a leadership vacuum at the Board and management levels.




                        This past year Coca-Cola appointed its fifth chief executive in 12 years, this time separating the positions of Chairman and CEO as part of the transition. Effective July 1, 2008, Muhtar Kent (former President and Chief Operating Officer) succeeded Isdell as CEO, and Isdell continues as Chairman until the 2009 Annual Meeting.




                        While we acknowledge Coca-Cola's temporary separation of the positions of Chairman and CEO, our Company has not adopted a clear corporate governance policy barring the CEO from simultaneously serving as Chairman.




                        Furthermore, merely separating the positions of Chairman and CEO fails to ensure independent board leadership and, therefore, stops short of instituting rigorous independent oversight of management. Chairman Isdell, our Company's former CEO who has been with the Coca-Cola system since 1966, is not independent.


                        We believe that an independent Chairman would better ease management transitions and serve Coca-Cola shareholders over the long-term, particularly given our Company's excessive executive pay practices and lackluster performance.



                        Over Isdell's four-year tenure as Chairman/CEO, Coca-Cola significantly trailed its direct competitor PepsiCo in terms of total return to shareholders. However, based on Coca-Cola and PepsiCo's respective proxy statement summary compensation tables for 2004-2007, Isdell made $20 million more than PepsiCo's Chairmen and CEOs over the same period.




                        The Corporate Library (TCL), a leading provider of independent corporate governance research and analysis, rates our Company's executive compensation and board composition as areas of "very high concern," noting "concerns about the alignment of executive interests with shareholder interests" and concerns regarding "the perception of an entrenched board...."




                        We believe that instituting an independent Chairman is crucial to strengthen independent oversight at Coca-Cola and protect shareholders interests. At our Company's 2008 Annual Meeting, approximately 28% of the vote by investors supported this proposal.




                        We urge shareholders to voteFOR this proposal.

                        RESOLVED:  That stockholders of TheCoca-Cola Company(“Coca-Cola” or “Company”) ask the Board of Directors to adopt a policy that the Board’s chairman be an independent director who has not previously served as an executive officer ofCoca-Cola. The policy should be implemented so as not to violate any contractual obligation. The policy should also specify: (a) how to select a new independent chairman if a current chairman ceases to be independent during the time between annual meetings of shareholders; and, (b) that compliance with the policy is excused if no independent director is available and willing to serve as chairman.
                        SUPPORTING STATEMENT:  It is the responsibility of the Board of Directors to protect shareholders’ long-term interests by providing independent oversight of management. By setting


                        102

                        agendas, priorities and procedures, the position of Chair is critical in shaping the work of the Board. Accordingly, we believe that having an independent Chairman is critical to having an effective Board that holds management accountable and provides strategic oversight and guidance.
                        An independent Chairman can also provide stability and continuity during senior management transitions, a major concern atCoca-Cola. In 2008,Coca-Cola appointed its fifthChairman/CEO in 13 years. WhileCoca-Cola separated the positions of Chairman and CEO as part of this transition, that separation was only temporary. CEO Muhtar Kent now serves as Chairman.
                        We believe thatCoca-Cola’s lackluster performance and excessive pay practices strengthen the need for an independent Chairman at our Company.Coca-Cola has significantly underperformed its self-constructed Peer Group Index over the past five years. According toCoca-Cola’s 2008Form 10-K, a $100 investment inCoca-Cola on December 31, 2003 was worth $102 on December 31, 2008, versus $144 for the Peer Group Index.
                        However, former CEO E. Neville Isdell’s $25.3 million in total summary compensation in 2008 was more than three times the $8.0 million average total summary compensation for the Peer Group Index. Muhtar Kent’s total summary compensation for 2008 was $14.0 million.
                        The Corporate Library, a leading provider of independent corporate governance research and analysis, givesCoca-Cola a “F” governance rating, indicating major governance-related risk, and ratesCoca-Cola’s board composition and executive compensation as areas of “very high concern,” noting “concerns about board entrenchment” and “concerns about the ability of the board to efficiently and effectively provide management oversight.”
                        The benefits of having an independent Chair are now widely-recognized by corporate governance experts. In a 2009 policy briefing titled,Chairing the Board: The Case for Independent Leadership in Corporate North America, The Millstein Center for Corporate Governance and Performance (Yale School of Management) stated that “the independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.”
                        Last year 29 percent of the vote by investors supported this proposal.
                        We urge shareholders to voteFORthis proposal.
                        Statement Against Shareowner Proposal Regarding an Independent Board Chair

                        The proposal seeks to permanently separate the roles of Chairman of the Board and Chief Executive Officer and requests that the Board Chairman be an independent director who has not previously served as an executive officer of the Company.
                        Our Board approaches its work with the belief that good corporate governance and accountability to shareowners are not only marks of good management, but critical to a successful enterprise. We are strongly supportive of advancing appropriate and effective corporate governance mechanisms to enhance long-term shareowner value.
                        For example, our Company was the first major company to expense stock options. We instituted annual election of Directors; instituted a majority vote by-law in uncontested Director elections;


                        103

                        require shareowner approval of certain executive severance agreements and provide for an independent Presiding Director. The Company also was one of the first companies to establish dedicated resources to proactively engage our shareowners, and we continue that practice today. Finally, the Company has established procedures for shareowners to communicate directly with the Board and individual Directors. Those procedures are described on page 110.
                        Our governance practices include designating an independent director to act as Presiding Director. The Presiding Director, James D. Robinson III, is former Chairman and CEO of American Express Company and a former non-Executive Chairman of Bristol-Myers Squibb Company. As Presiding Director and Chairman of the Committee on Directors and Corporate Governance of the Board, Mr. Robinson calls and presides over all meetings of non-employee Directors, at which the Chairman and Chief Executive Officer is not present, and performs other duties as determined by the non-employee Directors, as described on page 22.
                        While the Presiding Director is a key element to the effective functioning of our Board, it is important to note that the strong leadership ofall of our independent Directors serves our shareowners very well by effectively overseeing management and providing rigorous oversight on strategy, risk and integrity. All Directors play an active role in overseeing the Company’s business both at the Board level and through the Board’s Committees. Our Directors are skilled and experienced leaders in business, education, government and public policy. They currently serve or have served as CEOs and members of senior management of Fortune 500 companies and investment banking firms and members of the U.S. Cabinet, the U.S. Senate and academia.
                        The Company’s existing governance structure also preserves the Board’s flexibility to select the best person to serve as Chairman of the Board. It also allows the Board the flexibility to make changes in the Company'sCompany’s leadership structure when and if it believes circumstances so warrant and shareowner interests would be better served by a different leadership structure.

                        This flexibility to ensureselect the rightappropriate structure based on the specific needs of the business is critical, and it is part of the judgment a board should exercise and weexercise. We believe should continue to exercise inthat a specifically defined approach that ties the future.

                        Board’s hands will not serve shareowners well over time.

                        This is not an academic discussion for our Board. The Board of Directors has demonstrated that it will prudently exercise this judgment when shareowner interests are best served and, in fact, recently separated the roles of Chairman and CEO. InCEO for a period of time when, in 2007, the Board approvedwe instituted a new structure wherein President and Chief Operating Officer Muhtar Kent succeeded E. Neville Isdell as Chief Executive Officer on July 1, 2008. It is the intent of the Board that Mr. Isdell remain asremained Chairman of the Board of Directors until the Company's Annual Meeting of Shareowners in April 2009.

                               This At that time, this was seen by the Board as the appropriate structure to take the Company forward and ensure aan orderly and successful leadership transition. It also reflects

                        The combined roles of Chairman and CEO have served the flexibility available to the Board under the existing governance structure. In addition, the Chairman of the Committee on Directors and Corporate Governance of the Board, Mr. James D. Robinson III, presides over all meetings of non-management Directors.

                               A specifically defined approach that ties the Board's hands will not serveCompany’s shareowners well over time.

                        for many years, and we believe that combining the roles continues to be the appropriate leadership structure for the Company.

                        We encourage shareowners to learn more about the Company'sour Company’s governance practices at our website,www.thecoca-colacompany.com.

                        The Board of Directors recommends a vote
                        AGAINST
                        the proposal regarding an independent board chair.


                        104


                        Shareowner Proposal Regarding a Board Committee on Human RightsRestricted Stock (Item 5)

                               William C. Wardlaw III, c/o Harrington Investments, Inc.

                        Elton Shepherd, 720 Buff Drive, N.E., P.O. Box 6108, Napa, California 94581, directAtlanta, Georgia 30342, owner of 7,46426,336 shares of Common Stock, submitted the following proposal:

                        In 1983,Coca-Cola Established A Restricted Stock Program.
                        Coca-Cola Claims That Restricted Stock Is Not Free.
                        The cost of restricted stock is . . . ZERO.
                        Moreover, free restricted stock guarantees recipients a profit, even ifCoca-Cola’s stock price decreases.
                        Since 1983, $1.9 Billion Dollars Of Free Restricted Shares Have Been Awarded, Including These Grants . . .
                        ExecutiveMarket Value of Free Restricted Stock On October 10, 2009
                        Goizueta$614,000,000
                        Keough$144,000,000
                             
                          RESOLVED:
                        Shareholders amend the Bylaws, by adding the following new section at the end of Article III:



                                        Section 4. Board Committee on Human Rights. There is established a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide.




                        The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee's operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicable law.




                        Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.




                        Supporting Statement:




                        The Coca-Cola Company, its bottlers, and suppliers have been associated with human rights controversies, leading to:




                        *        The Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) divesting the Coca-Cola Co. stock from and banning further investments in its $9 billion CREF Social Choice Account, the nation's largest socially screened fund for individual investors.




                        *        A USA Today "cover story" includes a quote claiming that some 45 colleges and universities removing Coke products from their campuses as a result of alleged human rights violations by its Colombian bottler (10/30/07).




                        *        BBC News reporting that our company has been accused of benefiting from prison labor in China (5/21/07).




                        *        A May 2007 report by The International Environmental Law Research Centre accused the company of detrimental impacts on drinking and agricultural water supplies in India, violating human rights.




                        In the opinion of the proponents, the company's existing governance process does not sufficiently elevate human rights issues within the company or serve the interests of shareholders in expediting effective solutions. The proposed Bylaw would establish a Board Committee on Human Rights that could review and make policy recommendations regarding human rights issues raised by the company's activities and policies.

                             
                        Total
                        		$758,000,000
                        I Believe It Would Have Been Wiser To Reinvest This $1.9 Billion Dollars In Our Great Enterprise To Foster Its Continued Prosperity.
                        In 2003,Coca-Cola Established A Performance Share Unit Program.
                        Performance Share Units, Another Form Of Free Stock, Are Forfeited Unless Compound Financial Growth Targets Are Achieved.
                        During The2006-2008 Performance Period, “Comparable” Earnings Per Share Growth Targets Were Established.
                        “Comparable” EPS, Which Exclude Certain Accounting Charges, Were Significantly Higher Than Actual EPS, Resulting In Larger Free Stock Awards.
                             
                        Year “Comparable” EPS Actual EPS
                         
                        2005 (Base Year) $2.17 $2.04
                        2006 $2.37 $2.16
                        2007 $2.70 $2.57
                        2008 $3.16 $2.49
                        2006-2008 Compound Growth
                        		 +13.4% +6.8%
                        Earnings Per Share Can Be Adjusted By Other Means.
                        In 2005, the Securities & Exchange Commission determined thatCoca-Cola inflated earnings per share by “channel stuffing” concentrate in Japan.
                        In 2008,Coca-Cola settled a “channel stuffing” lawsuit for $138 million dollars.


                        105

                        Coca-Cola’s Restricted Stock Program Allows Our Board To “Amend The Plan Without A Shareowner Vote.”
                        Coca-Cola Has Repeatedly Used This Provision To Release Unvested, Free Shares To Departing Executives Including . . .
                             
                        Executive In defining "human rights," proponents suggest that the committee could use the US BillMarket Value of Rights and the Universal Declaration of Human Rights as nonbinding benchmarks or reference documents.Unvested Free Shares Upon Departure
                        Ivester$ 98,000,000. . .Under Ivester our stock dropped from $58 to $52.
                        Stahl$ 19,000,000  
                             
                        Total
                        		$117,000,000

                        Statement Against ShareownerCoca-Cola Claims That My Proposal Regarding a Board Committee on Human Rights

                        To Preclude The Company's Board of Directors hasalready established a Committee with the authority to review the implications of the Company's policies on human rights issues. That Committee is the Public Issues and Diversity Review Committee.

                               The Public Issues and Diversity Review Committee is authorized to review Company policy and practice relating to significant public issues of concern to the shareowners, the Company, the business community and the general public, including Company policy and practice relating to the human rights of individuals in the United States and abroad.

                               The formation of a new Board Committee on Human Rights, as this proposal would require, would add nothing to the range of substantial issues currently considered by the existing Committee and would, in fact, create an overlap between the respective oversight of the two committees of the Board.

                               In practice, the Public Issues and Diversity Review Committee has regularly reviewed the Company policies, procedures and positions relating to human rights issues, including the following which are specifically identified in the Proponent's own supporting statement:

                          •
                          water stewardship generally, and specifically the Company's activities in India;

                          •
                          workplace rights generally, and specifically relating to Coca-Cola bottling operations in Colombia; and

                          •
                          workplace accountability generally, and specifically relating to employees of the Company and its suppliers in China.

                        Release Of Unvested Free Shares, Unless Approved By Shareowners, can be assured that our Company respects international human rights principles aimed at promoting and protecting human rights. These include the United Nations Universal Declaration of Human Rights and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work, and we actively participate in the United Nations Global Compact. The Company also has been part of the Business Leaders Initiative on Human Rights (BLIHR), a group of 14 leading global companies committed to identifying practical ways to uphold human rights in their workplaces.

                               The Company's acknowledgement of these principles is consistent with our dedication to enriching the workplace, preserving the environment, strengthening the communities where we operate and engaging with stakeholders to pursue progress toward these goals.

                        Has Been Substantially Implemented.

                        However,Coca-Cola Continues To view the Company's Human Rights Statement, go to the Company's website atwww.thecoca-colacompany.com, click on "Sustainability", then click on "Respecting People", then click on "Global Workplace Rights", and then click on "Human Rights Statement". To view the Charter for the Public Issues and Diversity Review Committee, go to the Company's website atwww.thecoca-colacompany.com, click on "Investors", then click on "Corporate Governance", and then click on "Committee Charters".

                        The Board of Directors recommends a vote
                        AGAINST
                        the proposal regarding a board committee on human rights.


                        Shareowner Proposal Regarding Restricted Stock (Item 6)

                               Elton W. Shepherd, 720 Buff Drive, N.E., Atlanta, Georgia 30342, owner of 26,342 shares of Common Stock, submitted the following proposal:

                        In 1983, Coca-Cola Established A Restricted Stock Program.

                        I Believe Restricted Stock Is Antithetical To Corporate Governance "Best Practices."

                               It isfree.

                               Hasno performance requirements.

                               Includes dividends and voting rights.

                               Dilutes the ownership of common shareowners.

                               And, guarantees recipients a profit,even if Coca-Cola's stock price decreases.

                        Two Former Executives Received Nearly 14,000,000Release Unvested, Free Restricted Shares.

                           Executive  Market Value of Free Restricted Shares On October 10, 2008
                           Goizueta $466,000,000    
                           Keough $110,000,000    
                               
                           Total $576,000,000    

                        Although Free Restricted Shares Vest At Age 62, After A 5 Year Restriction Period, Coca-Cola Has Repeatedly Released Unvested Shares To Departing Executives.Executives Including . . .

                           Executive  Market Value of Unvested Free Shares Upon Departure
                           Ivester $98,000,000 . . . Under Ivester our stock dropped from $58 to $52.
                           Stahl $19,100,000 . . . Stahl also received a $3,500,000 cash severance.
                           Daft $8,320,000 . . . Under Daft our stock fell from $52 to $51.
                           Chestnut $5,190,000    
                           Frenette $3,600,000    
                           Isdell $3,050,000 . . . Isdell left in 1998, returned as CEO in 2004.
                           Dunn $2,500,000    
                           Ware $1,600,000 . . . Ware also received a $1,275,000 special bonus and consulting contract.
                               
                           Total $141,360,000    

                        ExecutiveNumber of Unvested Free Shares Released
                        Minnick19,228. . .released in 2007.
                        Mattia13,379. . .PSU’s are converted to shares at retirement,if the executive has at least 5 years of service. Mattia retired in 2008 with just 3 years of service. These shares will be released in 2010, if performance criteria are met.
                        Other Departing Executives Received Free Shares Under Employment Contracts.

                            Executive  Market Value of Free Shares Upon Departure
                            Patrick $3,490,000 . . . Patrick also received a $2,000,000 consulting contract which, according to the Atlanta Journal-Constitution, required "no obligation to work any hours during any period of time."
                            
                        Heyer
                         
                        $
                        2,080,000
                         
                        . . .
                         
                        Heyer also received an $8,000,000 cash severance.

                        In 2003, Coca-Cola Established A Performance Share Unit Program.

                        Performance Share Units, Another Form Of Free Stock, Are Forfeited Unless Compound Earnings Per Share Growth Targets Are Acheived. However, Earnings Per Share Can Be Manipulated.

                          In 2005, the Securities & Exchange Commission determined that Coca-Cola inflated earnings per share by "channel stuffing" concentrate from 1997-1999 in Japan.

                          In July 2008, the Wall Street Journal reported that Coca-Cola reached a $137 million dollar settlement of a lawsuit "filed by investors who claim the global beverage giantartificially inflated sales to boost its stock price."

                          The Wall Street Journal report also stated that "the suit named Coca-Cola andfour former executives as defendants."

                        Former CEO Isdell Received Over $42,000,000 In Free Stock.

                            Restricted shares upon departure in 1998 $22,490,000 
                            
                        Restricted shares upon return in July 2004
                         
                        $
                        3,580,000
                         
                            
                        Performance Share Units, 2005-2007
                         
                        $
                        16,045,000
                         
                            
                              
                        Total
                         
                        $
                        42,115,000
                         

                        During CEO Isdell's Tenure, Coca-Cola Stock Rose From $51 To $52.

                        Robert Woodruff Never Received Free Stock.

                        Since 2002, PepsiCo Has Outperformed As ACoca-Cola By  Employee, I Received Stock Options Which I Support For All Employees.
                        I purchased all of my vested options, while unvested options were forfeited.
                        Thus, I believe departing executives should forfeit unvested, free restricted shares.
                        + 38%Your Vote Matters .

                           $100 Investment-Stock Price Appreciation Plus Dividends  
                           12-31-2002  12-31-2007  Return  
                             Coca-Cola*  $100  $158  +58% 
                             PepsiCo  $100  $196  +96% 

                                                 		      
                        * Coca-Cola's stock price peaked at $89 in 1998.
                         
                         
                         
                         

                        . . I Believe Shareowner Support Of My 2007 Shareowner Proposal RegardingWas A Key Reason Former CEO Daft’s 1,500,000 Unvested, Free Restricted Stock Received 532,000,000 Votes Or 32%. Thanks.Shares Were Forfeited When He Departed In 2004.

                        If your shares are held by a financial institution, please instruct your fiduciary to vote YES.
                        Resolved That Shareowners Urge Coca-Cola'sCoca-Cola’s Board That A Significant Percentage Of Future Awards Of Free Restricted Stock And Performance Share Units To Senior Executives And Board Members...
                        Are performance based.
                        Are tied to Company specific performance metrics, performance targets and timeframes clearly communicated to shareowners.
                        And, can not be released or substantially alteredwithout a shareowner vote

                        Are performance based;

                        Are tied to company specific performance metrics, performance targets and timeframes clearly communicated to shareowners;

                        And, can not be prematurely released or substantially altered                        without a shareowners vote.
                        .

                        Statement Against Shareowner Proposal Regarding Restricted Stock

                        The proposal calls for "a“a significant percentage of future awards of free restricted stock and performance share units"units” issued "to“to senior executives and Board members"members” to be performance based performance-based


                        106

                        and tied to Company specific performance metrics, performance targets and timeframes clearly communicated to shareowners.

                        The Company has alreadypaid and continues to pay for performance. The Company agrees with the pay for performance approach and has implemented a policy reflecting this. This proposal has been substantially implementedimplemented. The proponent has not taken changes to our compensation program into consideration as part of his proposal, which is largely identical to the proposal he submitted last year and in previous years. Last year nearly 90% of the Company’s shareowners rejected this same proposal.

                               For

                        As a result of our pay for performance approach, for the last eightnine years the great majority of the restricted stock and performance share units that were awarded to the Company'sCompany’s senior executives have had substantial performance criteria tied to the Company'sCompany’s long-term performance measures. Consequently, the proposal inaccurately characterizes these awards. This stock is not "free."

                               The proposal lists twelve individuals who received "free" restricted shares. The restricted stock awards made to ten of these individuals were the result of decisions made prior to May 2001. “free”.

                        In 2001, the Company'sCompany’s shareowners approved an amendment to the Company’s 1989 Restricted Stock Award Plan to allow for performance-based awards to key Company employees. This amendment lists the performance criteria from which the Compensation Committee of the Board may choose to grant an award. The performance measures established by the Compensation Committee are communicated to shareowners in the Company'sCompany’s proxy statements. Where performance is not met, the awards are forfeited, in whole or in part.
                        For example, all of the performance-based restricted stock granted in May 2001, which had a compound annual growth in earningearnings per share target of 11% over the performance period, was forfeited because the performance was not achieved. One-third of the performance share units awarded for the 2004-20062004–2006 performance period were forfeited because the performance target for the three-year period was not fully met. The Compensation Committee has not waived requiredMost recently, as described in more detail on page 54, the results for the 2007–2009 performance criteria for anyperiod were certified in February 2010 and executives earned 98% of the target shares because performance share units.fell below the target level. The Compensation Committee only uses time-based restricted stock sparingly primarily in hiring situations and for retention.

                               In the last four years, no restricted stock awards to Named Executive Officers have been released prior to the lapse of restrictions established by the award. In fact, the

                        The Compensation Committee has adopted a policy that would limit the release of unvested restricted shares. The policy provides for seeking shareowner approval of any severance arrangements for senior executives that result in payments in excess of 2.99 times total salary and bonus. The policy contains a specific provision addressing the early vesting of equity compensation.

                        Our compensation programs are designed to reward employees for producing sustainable growth for our shareowners. The Company has and continues to pay for performance. The Companyalreadymakes a significant portion of executive compensation at-risk, subject to performance criteria aligned with creating return for our shareowners, andalreadyties awards of restricted stock and performance share units to specific performance targets and timeframes that are clearly communicated to shareowners. Therefore, the Company hasalreadysubstantially implemented the proposal, makingproposal. As almost 90% of shareowners recognized last year, a vote for the proposal is unnecessary.

                        The Board of Directors recommends a vote
                        AGAINST
                        the proposal regarding restricted stock.


                        107


                        Shareowner Proposal Regarding a Report on Bisphenol-A (Item 6)
                        Domini Social Investments, 536 Broadway, 7th Floor, New York, New York 10012, owner of 31,228 shares of Common Stock, and other co-filers, submitted the following proposal:
                        Bisphenol A Resolution
                        WHEREAS:  Coca-Cola is the world’s largest beverage company, annually selling almost 570 billion servings of beverages. A significant part ofCoca-Cola’s business includes selling beverages in aluminum cans. Our company has developed a valuable premium brand based on the trust of consumers and our company’s market leadership.
                        Coca-Cola’s Product Safety Policy states that Coke uses “the highest standards and processes for ensuring consistent product safety and quality.” Yet,Coca-Cola’s canned beverages use linings containing Bisphenol A (BPA), a potentially hazardous chemical.
                        BPA has received media attention for its use in polycarbonate plastic bottles, whichCoca-Cola does not use. However, BPA is a chemical also used in the epoxy lining of canned foods and beverages. BPA can leach out of these containers and into food and beverages, resulting in human exposures. BPA is known to mimic estrogen in the body; numerous animal studies link BPA, even at very low doses, to potential changes in brain structure, immune system, male and female reproductive systems, and changes in tissue associated with increased rates of breast cancer. Exposure to BPA by the very young as well as pregnant women are among the greatest concerns to experts.
                        A recent study published in the Journal of the American Medical Association also associated BPA with increased risk for human heart disease and diabetes. The U.S. Food and Drug Administration is reviewing the safety of BPA after significant concerns were raised by its own scientific subcommittee about the validity of its previous analysis of the chemical.
                        Manufacturers of baby and sports bottles have been eliminating BPA-containing plastics due to consumer concerns. According to US News & World Report, US-based Eden Organics has developed a can lining that does not contain BPA, and has been using it for several years. In contrast, the Washington Post reported in May 2009 thatCoca-Cola was involved in meetings to “devise a public relations and lobbying strategy to block government bans” of BPA in can linings.
                        The US Congress, as well as some US states and cities, have proposed legislation banning BPA in certain food and beverage packages. Canada’s health agency has already bannedBPA-containing baby bottles.
                        In addition to potential bans, proponents believe our company faces liability or reputational risks from defending and continuing to use BPA in cans. For instance, class action lawsuits against other companies already contend that manufacturers and retailers of BPA-containing products failed to adequately disclose BPA’s risks.
                        RESOLVED:  Shareholders request the Board of Directors to publish a report by September 1, 2010, at reasonable cost and excluding confidential information, updating investors on how the company is responding to the public policy challenges associated with BPA, including summarizing what the company is doing to maintain its position of leadership and public trust on this issue, the company’s role in adopting or encouraging development of alternatives to BPA


                        108

                        in can linings, and any material risks to the company’s market share or reputation in staying the course with continued use of BPA.
                        Statement Against Shareowner Proposal Regarding a Report on Bisphenol-A
                        The quality and safety of our products is of the utmost importance to our Company and has been an enduring obligation for more than 120 years. As described more fully in the Company’s 2008/2009 Sustainability Review, theCoca-Cola system has rigorous standards and practices in place at each stage of our beverage manufacturing process to ensure the consistent safety and quality of our products. To view the Company’s Sustainability Review, go to the Company’s website atwww.thecoca-colacompany.com, click on “Sustainability”, click on “Reports & Policies”, click on “Company Reports”.
                        As with any issue related to the safety of packaging, we are monitoring the research and regulatory developments and engaging with stakeholders concerned about Bisphenol-A (BPA). BPA is used worldwide in the packaging for thousands of products, and is the industry standard for the lining of aluminum food and beverage containers. BPA lining material plays a critical role in guarding against contaminants and at the same time extends the shelf life of foods and beverages.
                        The consensus among regulatory agencies in Australia, Canada, Europe, Japan, New Zealand and the United States is that exposure to BPA through food and beverage packaging does not pose a health risk for the general public. Globally no regulatory agency responsible for food safety and public health has placed any restrictions on the use of BPA in aluminum or metal food and beverage packaging for consumers other than infants and toddlers.
                        It is physically impossible to consume enough canned beverages to ever approach the daily BPA limit established by leading health authorities in the United States, Europe and Canada. BPA levels in canned beverages are extremely low. In fact, based on a Canadian governmental survey of BPA in beverages, a 135-pound individual would have to consume more than 14,800 12-ounce canned beverages a day in order to approach the U.S. Food and Drug Administration (FDA) or European acceptable daily limit. Even using the more conservative Canadian limit, one would have to consume 7,400 12-ounce cans a day.
                        While BPA is found in some plastics used in consumer products, it is not used in any of our PET plastic or polyethylene beverage bottles.
                        We are committed to using the safest packaging materials for our products around the world. All components of containers that come into contact with food and beverages undergo safety assessments and stringent testing and must be permitted for use by the FDA in the U.S. and relevant health authorities internationally.
                        Our Company will continue to take our guidance on this issue from national and international regulatory authorities and to take whatever steps are necessary, based on sound scientific principles, to assure that any package technology is safe for our consumers.
                        We do not believe the production of the report requested in this proposal would provide additional or useful information to our shareowners.
                        Information regarding the quality and safety of our products can be found on our website,www.thecoca-colacompany.com.
                        The Board of Directors recommends a vote
                        AGAINST
                        the proposal regarding a report on Bisphenol-A.


                        109


                        QUESTIONS AND ANSWERS ABOUT
                        COMMUNICATIONS, SHAREOWNER PROPOSALS AND COMPANY DOCUMENTS

                        1.  How do I submit a proposal for action at the 20102011 Annual Meeting of Shareowners?

                        A proposal for action to be presented by any shareowner at the 20102011 Annual Meeting of Shareowners will be acted upon only:

                          •
                          if the proposal is to be included in the proxy statement, pursuant to Rule 14a-8 under the 1934 Act, the proposal is received at the Office of the Secretary on or before November 5, 2009; or

                          •
                          if the proposal is not to be included in the proxy statement, pursuant to our By-Laws, the proposal is submitted in writing to the Office of the Secretary on or prior to December 23, 2009, and such proposal is, under Delaware law, an appropriate subject for shareowner action.

                        • if the proposal is to be included in the proxy statement, pursuant toRule 14a-8 under the 1934 Act, the proposal is received at the Office of the Secretary on or before November 5, 2010; or
                        • if the proposal is not to be included in the proxy statement, pursuant to our By-Laws, the proposal is submitted in writing to the Office of the Secretary on or prior to December 22, 2010, and such proposal is, under Delaware law, an appropriate subject for shareowner action.
                        In addition, the shareowner proponent, or a representative who is qualified under state law, must appear in person at the Annual Meeting of Shareowners to present such proposal.

                        Proposals should be sent to the Office of the Secretary by fax to(404) 676-8409 or by mail to the Office of the Secretary, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or bye-mail toshareownerservices@na.ko.com.

                        2.  How does a person communicate with the Company'sCompany’s Directors?

                        Mail can be addressed to Directors in care of the Office of the Secretary, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. At the direction of the Board, all mail received may be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items will be forwarded. Trivial items will be delivered to the Directors at the next scheduled Board meeting. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to "Outside Directors"“Outside Directors” or "Non-Management Directors"“Non-Employee Directors” will be forwarded or delivered to the Chairman of the Committee on Directors and Corporate Governance. Mail addressed to the "Board“Board of Directors"Directors” will be forwarded or delivered to the Chairman of the Board.

                        3.  What is householding?

                        As permitted by the 1934 Act, only one copy of this proxy statement is being delivered to shareowners residing at the same address, unless the shareowners have notified the Company of their desire to receive multiple copies of the proxy statement. This is known as householding.

                        The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any shareowner residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to the Office of the Secretary as described in the response to question 1.

                        Shareowners of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, Computershare Trust Company, N.A. ("Computershare"(“Computershare”), to request that only a single copy of the proxy statement be mailed in the future.

                        Contact Computershare by phone at(888) 265-3747 or by mail at 250 Royall Street, Canton, MA 02021.

                        Beneficial owners, as described in the response to question 3 on page 2, should contact their broker or bank.


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                        4.  Where can I see the Company'sCompany’s corporate documents and SEC filings?

                        The Company'sCompany’s website contains the Company'sCompany’s Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, the Committee Charters, the Codes of Business Conduct and the Company'sCompany’s SEC filings. To view the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Committee Charters or Codes of Business Conduct, go towww.thecoca-colacompany.com, click on "Investors"“Investors” and then click on "Corporate“Corporate Governance."” To view the Company'sCompany’s SEC filings and Forms 3, 4 and 5 filed by the Company'sCompany’s Directors and Executive Officers, go towww.thecoca-colacompany.com,www.thecoca-colacompany.com,click on "Investors"“Investors” and then click on "SEC“SEC Filings."

                        ”
                        5.
                        How can I obtain copies of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct?

                        The Company will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct to any shareowner requesting a copy. Requests should be directed to the Office of the Secretary as described in the response to question 1.

                        You can also print copies of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct from the Company'sCompany’s website atwww.thecoca-colacompany.com.

                        6.  How can I obtain copies of the Company'sCompany’s Annual Report onForm 10-K?

                        The Company will promptly deliver free of charge, upon request, a copy of the Company'sCompany’s Annual Report onForm 10-K for the fiscal year ended December 31, 20082009 to any shareowner requesting a copy. Requests should be directed to the Company'sCompany’s Consumer and Industry Affairs Department, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301.


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                        OTHER INFORMATION

                        The Company has made previous filings under the Securities Act of 1933, as amended, or the 1934 Act that incorporate future filings, including this proxy statement, in whole or in part. However, the Report of the Compensation Committee and the Report of the Audit Committee shall not be incorporated by reference into any such filings.

                        Management does not know of any items, other than those referred to in the accompanying Notice of Annual Meeting of Shareowners, which may properly come before the meeting or other matters incident to the conduct of the meeting.

                        As to any other item or proposal that may properly come before the meeting, including voting on a proposal omitted from this proxy statement pursuant to the rules of the SEC, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.

                        The form of proxy and this proxy statement have been approved by the Board of Directors and are being provided to shareowners by its authority.

                        CAROL CROFOOT HAYES
                        Associate General Counsel and Secretary

                        Atlanta, Georgia
                        March 5, 2009

                        2010

                        The 20082009 Annual Report onForm 10-K includes our financial statements for the fiscal year ended December 31, 2008.2009. We have furnished the 20082009 Annual Report onForm 10-K to all shareowners. The 20082009 Annual Report onForm 10-K does not form any part of the material for the solicitation of proxies.


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                        GRAPHIC

                        (PROXY)

                        002CS40013 NNNNNNNNNNNN 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 123456 C0123456789 12345NNNNNNN MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNNNN C123456789 C 1234567890 J N T 0 2 0 8 4 95 1 5 1 1234 5678 9012 345 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 0106ME0154QE 1 U PX + Annual Meeting Proxy Card . + Proposals — You must sign the card on the reverse side for your vote to be counted. The Board of Directors recommends a vote FOR Proposal 2. The Board of Directors recommends a vote AGAINST Proposals 3, 4, 5 and 6. 01 -— Herbert A. Allen 02 -— Ronald W. Allen 03 -— Cathleen P. Black 06 - Muhtar Kent 07 -— Donald R. Keough 08 -— Maria Elena Lagomasino 11 -— James D. Robinson III 12 -— Peter V. Ueberroth 13 -— Jacob Wallenberg 1. Election of Directors: For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as Independent Auditors 3. Shareowner Proposal regarding an Advisory Vote on Executive Compensation For Against Abstain For Against Abstain 5. Shareowner Proposal regarding a Board Committee on Human Rights 6. Shareowner Proposal regarding Restricted Stock 4. Shareowner Proposal regarding an Independent 6. Shareowner Proposal regarding a Report on Bisphenol-A Board Chair For Against Abstain For Against Abstain 04 - Barry Diller 09 -— Donald F. McHenry For Against Abstain A The Board of Directors recommends a vote FOR all the nominees listed. 05 -— Alexis M. Herman 10 -— Sam Nunn 14 -— James B. Williams Admission Ticket IF_IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.ENVELOPE.___Electronic Voting Instructions Electronic Voting Instructions You can vote by Internet or telephone Availableis available 24 hours a day, 7 days a week Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. Vote by Internet• Log on to the Internet and go to www.envisionreports.com/coca-cola• Follow the steps outlined on the secured website. Vote by telephone• Call toll free 1-800-652-VOTE (8683) within the USA, Canada and Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call.• Follow the instructions provided by the recorded message. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLESHADED BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on April 21, 2009. Vote by Internet • Log on to the Internet and go to www.envisionreports.com/coca-cola • Follow the steps outlined on the secured website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message.

                         


                        (PROXY)

                        2010. G21976_002 . + Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trust, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. Date and sign below. B Non-Voting Items This Proxy is solicited on behalf of the Board of Directors of The Coca-Cola Company The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby (i) appoints Alexander B. Cummings, Jr., Gary P. Fayard and Geoffrey J. Kelly, and Cynthia P. McCague, and each of them, proxies with full power of substitution, for and in the name of the undersigned, to vote all shares of Common Stock of The Coca-Cola Company owned of record by the undersigned, and (ii) directs (a) Merrill Lynch Bank and Trust Co.of America, N.A., FSB, Trustee under The Coca-Cola Company Thrift & Investment Plan, and/or (b) Banco Popular de Puerto Rico, Trustee under the Caribbean Refrescos, Inc. Thrift Plan, to vote in person or by proxy all shares of Common Stock of The Coca-Cola Company allocated to any accounts of the undersigned under such Plans, and which the undersigned is entitled to vote, in each case, on all matters which may come before the 20092010 Annual Meeting of Shareowners to be held at the Gwinnett Center, Grand Ballroom, 6400 Sugarloaf Parkway, Duluth, Georgia 30097, on April 22, 2009,21, 2010, at 9:00 a.m. local time, and any adjournments or postponements thereof, unless otherwise specified herein. The proxies, in their discretion, are further authorized to vote (x) for the election of a person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter which the Board of Directors did not know would be presented at the 20092010 Annual Meeting of Shareowners by a reasonable time before the proxy solicitation was made, and (z) on other matters which may properly come before the 20092010 Annual Meeting of Shareowners and any adjournments or postponements thereof. You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign and return this card. + 20092010 Annual Meeting Admission Ticket Annual Meeting of Shareowners of The Coca-Cola Company Wednesday,Wednes day, April 22, 2009,21, 2010, 9:00 a.m., local time Gwinnett Center, Grand Ballroom 6400 Sugarloaf Parkway Duluth, Georgia 30097 Upon arrival, please present this admission ticket and photo identification at the registration desk. Notice of Annual Meeting of Shareowners The Annual Meeting of Shareowners of The Coca-Cola Company (the “Company”) will be held at the Gwinnett Center, Grand Ballroom, 6400 Sugarloaf Parkway, Duluth, Georgia 30097, on Wednesday, April 22, 2009, at 9:00 a.m., local time. The purposes of the meeting are: 1. To elect 14 Directors identified in the accompanying proxy statement to serve until the 2010 Annual Meeting of Shareowners, 2. To ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 2009 fiscal year, 3. To vote on four proposals submitted by shareowners if properly presented at the meeting, and 4. To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting. The Board of Directors set February 23, 2009 as the record date for the meeting. This means that owners of record of shares of Common Stock of the Company at the close of business on that date are entitled to: • receive this notice of the meeting; and • vote at the meeting and any adjournments or postponements of the meeting. We will make available a list of shareowners of record as of the close of business on February 23, 2009, for inspection by shareowners during normal business hours from April 12 through April 21, 2009, at the Company’s principal place of business, One Coca-Cola Plaza, Atlanta, Georgia 30313. This list also will be available to shareowners at the meeting. By Order of the Board of Directors Carol Crofoot Hayes Associate General Counsel and Secretary [1]IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.[1]