EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, HERBERT A. ALLEN, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Herbert A. Allen
--------------------
HERBERT A. ALLEN
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, RONALD W. ALLEN, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Ronald W. Allen
-------------------
RONALD W. ALLEN
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, CATHLEEN P. BLACK, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Cathleen P. Black
---------------------
CATHLEEN P. BLACK
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, WARREN E. BUFFETT, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Warren E. Buffett
---------------------
WARREN E. BUFFETT
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, DOUGLAS N. DAFT, Chairman of the
Board, Chief Executive Officer and a Director of The Coca-Cola Company (the
"Company"), do hereby appoint GARY P. FAYARD, Senior Vice President and Chief
Financial Officer of the Company, DEVAL L. PATRICK, Executive Vice President and
General Counsel of the Company, SUSAN E. SHAW, Secretary of the Company, and
CAROL CROFOOT HAYES, Chief Counsel, Transactions and Securities and Assistant
Secretary of the Company, or any one of them, my true and lawful attorney for me
and in my name for the purpose of executing on my behalf (i) the Company's
Registration Statement on Form S-8, or any amendments or supplements thereto,
for the registration of up to 120,000,000 shares of Common Stock, par value $.25
per share, of the Company in accordance with the authorization of the Board of
Directors; (ii) any application for registration or qualification (or exemption
therefrom) of such securities under the Blue Sky or other federal or state
securities laws and regulations or the laws and regulations of any governmental
entity outside the United States of America; and (iii) any other document or
instrument deemed necessary or appropriate by any of them in connection with
such application for registration or qualification (or exemption therefrom); and
for the purpose of causing any such registration statement or any subsequent
amendment or supplement to such registration statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Douglas N. Daft
-------------------
DOUGLAS N. DAFT
Chairman of the Board,
Chief Executive Officer and Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, BARRY DILLER, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 17th day of
April, 2002.
/s/ Barry Diller
----------------
BARRY DILLER
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, SUSAN B. KING, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Susan B. King
-----------------
SUSAN B. KING
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, DONALD F. MCHENRY, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Donald F. McHenry
---------------------
DONALD F. MCHENRY
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, ROBERT L. NARDELLI, a Director of
The Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT,
Chairman of the Board, Chief Executive Officer and a Director of the Company,
GARY P. FAYARD, Senior Vice President and Chief Financial Officer of the
Company, DEVAL L. PATRICK, Executive Vice President and General Counsel of the
Company, SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief
Counsel, Transactions and Securities and Assistant Secretary of the Company, or
any one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf (i) the Company's Registration Statement on
Form S-8, or any amendments or supplements thereto, for the registration of up
to 120,000,000 shares of Common Stock, par value $.25 per share, of the Company
in accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 17th day of
April, 2002.
/s/ Robert L. Nardelli
----------------------
ROBERT L. NARDELLI
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, SAM NUNN, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Sam Nunn
------------
SAM NUNN
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, PAUL F. OREFFICE, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Paul F. Oreffice
--------------------
PAUL F. OREFFICE
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, JAMES D. ROBINSON III, a Director of
The Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT,
Chairman of the Board, Chief Executive Officer and a Director of the Company,
GARY P. FAYARD, Senior Vice President and Chief Financial Officer of the
Company, DEVAL L. PATRICK, Executive Vice President and General Counsel of the
Company, SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief
Counsel, Transactions and Securities and Assistant Secretary of the Company, or
any one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf (i) the Company's Registration Statement on
Form S-8, or any amendments or supplements thereto, for the registration of up
to 120,000,000 shares of Common Stock, par value $.25 per share, of the Company
in accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as the 16th day of
April, 2002.
/s/ James D. Robinson III
-------------------------
JAMES D. ROBINSON III
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, PETER V. UEBERROTH, a Director of
The Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT,
Chairman of the Board, Chief Executive Officer and a Director of the Company,
GARY P. FAYARD, Senior Vice President and Chief Financial Officer of the
Company, DEVAL L. PATRICK, Executive Vice President and General Counsel of the
Company, SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief
Counsel, Transactions and Securities and Assistant Secretary of the Company, or
any one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf (i) the Company's Registration Statement on
Form S-8, or any amendments or supplements thereto, for the registration of up
to 120,000,000 shares of Common Stock, par value $.25 per share, of the Company
in accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Peter V. Ueberroth
----------------------
PETER V. UEBERROTH
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, JAMES B. WILLIAMS, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Chief Counsel,
Transactions and Securities and Assistant Secretary of the Company, or any one
of them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of up to 120,000,000
shares of Common Stock, par value $.25 per share, of the Company in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ James B. Williams
---------------------
JAMES B. WILLIAMS
Director
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, GARY P. FAYARD, Senior Vice
President and Chief Financial Officer of The Coca-Cola Company (the "Company"),
do hereby appoint DOUGLAS N. DAFT, Chairman of the Board, Chief Executive
Officer and a Director of the Company, DEVAL L. PATRICK, Executive Vice
President and General Counsel of the Company, SUSAN E. SHAW, Secretary of the
Company, and CAROL CROFOOT HAYES, Chief Counsel, Transactions and Securities and
Assistant Secretary of the Company, or any one of them, my true and lawful
attorney for me and in my name for the purpose of executing on my behalf (i) the
Company's Registration Statement on Form S-8, or any amendments or supplements
thereto, for the registration of up to 120,000,000 shares of Common Stock, par
value $.25 per share, of the Company in accordance with the authorization of the
Board of Directors; (ii) any application for registration or qualification (or
exemption therefrom) of such securities under the Blue Sky or other federal or
state securities laws and regulations or the laws and regulations of any
governmental entity outside the United States of America; and (iii) any other
document or instrument deemed necessary or appropriate by any of them in
connection with such application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration statement or
any subsequent amendment or supplement to such registration statement to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Gary P. Fayard
------------------
GARY P. FAYARD
Senior Vice President and
Chief Financial Officer
The Coca-Cola Company
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I, CONNIE D. MCDANIEL, Vice President
and Controller of The Coca-Cola Company (the "Company"), do hereby appoint
DOUGLAS N. DAFT, Chairman of the Board, Chief Executive Officer and a Director
of the Company, GARY P. FAYARD, Senior Vice President and Chief Financial
Officer of the Company, DEVAL L. PATRICK, Executive Vice President and General
Counsel of the Company, SUSAN E. SHAW, Secretary of the Company, and CAROL
CROFOOT HAYES, Chief Counsel, Transactions and Securities and Assistant
Secretary of the Company, or any one of them, my true and lawful attorney for me
and in my name for the purpose of executing on my behalf (i) the Company's
Registration Statement on Form S-8, or any amendments or supplements thereto,
for the registration of up to 120,000,000 shares of Common Stock, par value $.25
per share, of the Company in accordance with the authorization of the Board of
Directors; (ii) any application for registration or qualification (or exemption
therefrom) of such securities under the Blue Sky or other federal or state
securities laws and regulations or the laws and regulations of any governmental
entity outside the United States of America; and (iii) any other document or
instrument deemed necessary or appropriate by any of them in connection with
such application for registration or qualification (or exemption therefrom); and
for the purpose of causing any such registration statement or any subsequent
amendment or supplement to such registration statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 16th day of
April, 2002.
/s/ Connie D. McDaniel
----------------------
CONNIE D. MCDANIEL
Vice President and Controller
The Coca-Cola Company