THE COCA-COLA EXPORT CORPORATION

INTERNATIONAL THRIFT PLAN

TABLE OF CONTENTS

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ARTICLE I	DEFINITIONS	1

ARTICLE II	ELIGIBILITY AND APPROVAL FOR PARTICIPATION	4

ARTICLE III	PLAN ACCOUNTS AND CONTRIBUTIONS	4

ARTICLE IV	VESTING	5

ARTICLE V	PAYMENT OF ACCOUNTS	5

ARTICLE VI	CHANGE OR DISCONTINUANCE OF PLAN	6

ARTICLE VII	ADMINISTRATION OF PLAN	6

ARTICLE VIII	MISCELLANEOUS PROVISIONS	9

ARTICLE I

DEFINITIONS

The following words and phrases as used herein shall have the meaning specified below, unless a different meaning is plainly required by the context. The masculine pronoun, wherever used, shall include the feminine. Whenever any words are used herein in the singular, they shall be construed as though they were also used in the plural, in all cases where they would so apply.

Account shall mean an account maintained under the Plan for a Member in accordance with Article III.

Administrator shall mean the administrator as shall be appointed in accordance with Article VII.

Beneficiary shall mean the person or persons designated in writing by the Member to receive any benefits from the Plan due to the death of the Member. If no Beneficiary is designated, the Beneficiary shall be the Member’s spouse. If no Beneficiary is designated and the Member has no current spouse, the Beneficiary shall be the Member’s estate.

Code shall mean the Internal Revenue Code of 1986, as amended.

Committee shall mean the Global Benefits Committee, as herein provided in Article VII.

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

Compensation shall mean for any Plan Year, the amount derived by including the amounts in Subsections (a) and (b) and excluding the amounts in Subsection (c), as follows:

(a) all such Member’s base pay, as such term is used for the purpose of determining the amount of the Member’s bonus under any annual incentive award program sponsored by the Company;

(b) unused accrued annual leave payments made pursuant to the International Service Program policy and all annual or discretionary short term incentives paid to the Member, but not including any premiums paid under any International Service program maintained by the Company;

(c) all of the following items: (1) deferred compensation (other than any deferred compensation payable under a formal incentive arrangement and compensation deferred under The Coca-Cola Company Deferred Compensation Plan); (2) all severance payments; (3) tuition, relocation, and other expense reimbursements; (4) taxable income from excess group life insurance; (5) taxable income from stock option transactions and restricted stock transactions; (6) welfare benefits; (7) cash and noncash fringe benefits; (8) extraordinary remuneration associated

with an international assignment (including but not limited to, tax equalization payments, mobility allowances, and housing allowances); (9) extraordinary remuneration related to separation of employment or transition of employment; (10) hiring bonuses and any other extraordinary remuneration in conjunction with or related to hiring or transfer; (11) make-whole payments; and (12) ex gratia payments.

Compensation will include only those amounts that are actually paid by an Employer. The Committee may determine a Member’s Compensation in a currency other than U.S. dollars. Compensation shall not include any cash compensation after the Member’s Separation from Service unless the Member is eligible again for the Plan.

Crediting Date shall mean the last day of each month during the Plan Year when the New York Stock Exchange is open for trading, or such other date selected by the Committee for crediting compensation and allocating hypothetical shares of Stock to Members’ Accounts.

Disability or Disabled shall mean a physical or mental incapacity that qualifies the Member for benefits under The Coca-Cola Company Long-Term Disability Income Plan or a long-term disability plan of another Employer, provided that the Member is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

Employee shall mean any individual who is employed by the Company or a Subsidiary. An individual shall be treated as an employee under this Plan for any period only if (i) he is actually classified during such period by the Employer on its payroll, personnel and benefits system as an employee, and (ii) he is paid for services rendered during such period through the payroll system, as distinguished from the accounts payable department of the Employer. No other individual shall be treated as an Employee under this Plan for any period, regardless of his or her status during such period as an employee under common law or under any statute.

Employer shall mean the Company or any Subsidiary.

Home Country shall mean the country of citizenship or country of initial employment with an Employer. A Member may have more than one Home Country. Where there is a question regarding whether or not a country is a Home Country for a Member, the Committee shall make a determination.

International Service shall mean those services provided to an Employer by an Employee where the Employee is properly designated on the payroll records of the Employer as an International Service Associate or as otherwise determined in accordance with guidelines established by the Committee.

Market Price shall mean the closing price per share of Stock as reported on the New York Stock Exchange Composite Transactions listing.

Member shall mean an Employee who has engaged in International Service, who has become a Member of the Plan as provided in Article II hereof, and who has not ceased to be a Member.

Plan shall mean The Coca-Cola Export Corporation International Thrift Plan as herein set forth and as it may be amended from time to time.

Plan Sponsor shall mean The Coca-Cola Export Corporation.

Plan Year shall mean the twelve month period beginning on January 1 and ending on December 31 of each year.

Separation from Service shall mean that employment with an Employer terminates such that it is reasonably anticipated that no further services will be performed. Separation from Service shall be interpreted in a manner consistent with Section 409A of the Code and the regulations thereunder.

Specified Employee shall mean a key employee of an Employer who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, as defined in Section 409A of the Code and the regulations thereunder.

Stock shall mean the common stock of the Company.

Subsidiary shall mean any corporation not less than 80% of whose voting stock or ownership interest (not including shares having voting power only upon the happening of an event of default) is at the time owned, directly or indirectly, by the Company.

U.S. Thrift Plan shall mean The Coca-Cola Company Thrift & Investment Plan or any successor tax-qualified defined contribution plan.

Valuation Date shall mean December 31 of each Plan Year, or such other date as provided by the Committee.

ARTICLE II

ELIGIBILITY AND APPROVAL FOR PARTICIPATION

2.1 Each Employee of the Company or of any Subsidiary who has performed International Service shall become a Member of this Plan on the first day of any month coincident with or subsequent to the date upon which the following conditions shall be met:

a. Citizenship: He shall not be a citizen of the United States.

b. International Employment: He shall, on such date, be performing International Service.

c. He shall not be a participant in The Coca-Cola Company Thrift & Investment Plan or a savings plan providing a benefit similar to the Plan.

2.2 A Member shall continue to receive contributions under the Plan until the earliest of: i) the date on which he discontinues International Service; ii) has a Separation from Service; or iii) is ineligible for continued participation under guidelines established by the Committee.

ARTICLE III

PLAN ACCOUNTS AND CONTRIBUTIONS

3.1 Each Member shall have an Account administered in his name by the Plan Sponsor. Such Account shall be a bookkeeping entry only and no Stock or other assets shall be placed in the Member’s name.

3.2 Each Account shall be credited with hypothetical contributions allocated to such Account in accordance with Subsection 3.3 below and credited with hypothetical dividends derived from such contributions, which shall be deemed to be invested as provided in Subsection 3.4 below. Such an Account shall be maintained for a Member until the value of all hypothetical investments, and any uninvested hypothetical contributions or dividends, has been distributed to or on behalf of the Member. No hypothetical dividends shall be credited to a Member’s Account after death, Disability or Separation from Service.

3.3 The Plan Sponsor shall credit to each Member’s Account a hypothetical contribution equal to 3% of the Member’s Compensation paid during each month. If Compensation is denominated in a currency other than U.S. dollars, an equivalent amount in U.S. dollars, using a conversion method determined by the Administrator, shall be used. As of each Crediting Date, the balance will be converted to a number of hypothetical shares of Stock, based on the closing Stock price on the Crediting Date. As of each Valuation Date, the Plan Sponsor shall value each Member’s Account and provide a statement to each Member as soon

as administratively feasible. Such statement may be provided or made available through electronic means.

3.4 As of each date on which dividends on the stock are payable, each Member’s Account shall be credited with the value of the dividends that would be payable on the hypothetical shares of Stock then allocated to the Member’s Account.

ARTICLE IV

VESTING

4.1 The Member shall be 100% vested in his benefit under the Plan at all times.

ARTICLE V

PAYMENT OF ACCOUNTS

Benefits under the Plan may be made only in the form and upon occurrence of the events specified in this section.

5.1 Form of payment. All benefits under this Plan shall be paid in a single lump sum.

5.2 Distribution events and time of payment.

(a) Separation from Service. Upon a Member’s Separation from Service, his vested Account balance shall be paid to the Member on the last business day of the third month following the month in which the Member has a Separation from Service. Notwithstanding the foregoing, the Account of a Specified Employee shall be paid on the last business day of the sixth month following the month in which the Specified Employee has a Separation from Service.

(b) Death. In the event of a Member’s death, his vested Account balance shall be paid to his Beneficiary on the last business day of the second month following the month of the Member’s death.

(c) Disability. In the event of a Member’s Disability, his vested Account balance shall be paid to the Member on the last business day of the third month following the month in which the Member is Disabled.

5.3 Valuation of Account. The value of a Member’s Account shall be calculated as follows: i) the cash value of hypothetical shares of Stock credited to the Member’s Account as of the last Crediting Date prior to Separation from Service, death or Disability, as applicable; plus ii) the cash value of any hypothetical dividends since the last Crediting Date; plus iii) 3% of Compensation since the

last Crediting Date. In determining the value of the Member’s Account, except as set forth in Section 5.2(a) above, the Stock price shall be the closing price on the fifteenth day of the month in which the Member has a Separation from Service, dies or becomes Disabled, as applicable (or the next business day). No interest shall be due from the date of Separation from Service, death or Disability or under any other circumstances.

5.4 Other terms and conditions of payment.

(a) Neither Members nor any other persons shall have any rights to payments or benefits of any kind under this Plan until such payments or the payment of benefits have actually been made.

(b) All payments shall be made in U.S. dollars. The payment may be made to the Member only in the Member’s country of residence (determined at the time of payment) unless a different location is required due to tax withholding requirements as determined by the Committee.

(c) Benefits payable under this Plan shall be the obligation of the Plan Sponsor. All payments are paid from the general assets of the Plan Sponsor or Company.

(d) A Member’s failure to cash a benefit check within three years of issuance or attempted delivery of such payment shall result in a forfeiture of such payment to the Company.

ARTICLE VI

CHANGE OR DISCONTINUANCE OF PLAN

6.1 The Committee may at any time and from time to time amend, suspend or terminate this Plan in whole or with respect to any one or more employees of said Company or any other Employer.

6.2 In the event the Plan should be so discontinued, the Committee shall determine the amount of benefits attributable under the Plan to the date of discontinuance. Actual payment of any such benefits, including payments to Members already retired, shall be subject to approval of the Committee.

ARTICLE VII

ADMINISTRATION OF PLAN

7.1 Appointment of Committee. The Company’s Vice President of Human Resources, or his designee, shall appoint a Committee of no less than three and no more than seven members, one of whom shall be designated by it as Chairman.

Members of this Committee may be chosen without regard to whether they are directors, officers or employees of the Company or a Subsidiary. All members of the Committee shall serve at the pleasure of the Vice President of Human Resources of the Company or his designee. Vacancies on the Committee, arising for any reason whatsoever, shall be filled by the Vice President of Human Resources of the Company or his designee. Any member of the Committee may resign of his own accord by delivering his written resignation to the Vice President of Human Resources of the Company or his designee.

7.2 Organization and Operation of Committee. The Chairman present shall preside at meetings of the Committee. In his absence, those present will choose one of their number to act as Chairman. The Committee may appoint a Secretary, who shall keep the minutes of the meetings and perform such other duties as may be assigned to him by the Committee, together with such other officers as it shall deem necessary. Neither the Secretary nor any other officer appointed by the Committee need be members. The Committee shall act by the majority of members then in office at all meetings and may set up a procedure to act upon matters by vote in writing without a meeting. The Committee may authorize one or more of its members and/or its Secretary or Assistant Secretary to sign directions, communications and to execute documents on behalf of the Committee.

7.3 Powers of the Committee. The Committee shall administer the Plan and shall have the exclusive responsibility and complete discretionary authority to control the operation and administration of the Plan, with all powers necessary to enable it to properly carry out such responsibility, including but not limited to the power to approve or disapprove a Subsidiary’s adoption of this Plan, the power to construe the terms of the Plan, to determine status, coverage and eligibility for benefits and to resolve all interpretive, equitable, and other questions, including questions of fact, that shall arise in the operation and administration of the Plan. All actions or determinations of the Committee shall be final, conclusive and binding on all persons. The Committee shall appoint the Administrator to administer the Plan and to perform other related actions as may from time to time be agreed by the Committee.

7.4 Expenses of Committee. The Company shall pay all expenses of the Committee. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, salaries of employees, fees for actuarial and other services, attorney’s fees, accounting charges and other costs of administering the Plan.

7.5 Liability of Employer and Committee. Neither the Employer nor any Committee member shall be liable for the loss or damage which may result in connection with the execution of his duties or the exercise of his discretion or from any other act or omission hereunder, except when due to his own negligence or willful misconduct.

7.6 Claims Procedure.

(a) Right to Make Claim. An interested party who disagrees with a determination of his or her right to Plan benefits must submit a written claim and exhaust this claim procedure before legal recourse of any type is sought. The claim must include a description of the relevant evidence the interested party believes support the claim and must be submitted to the Committee. The Committee (or its designee) shall either approve or deny the claim.

(b) Appeal of Denial and Final Review. The interested party may make a written appeal of the Committee’s initial decision, and the Committee (or its designee) shall respond.

(c) Time Frame. The initial claim, its review, appeal and final review shall be made in a timely fashion, subject to the following time table:

Action		Days to Respond From Last Action

Benefit is determined		N/A
Interested party files initial request		60 days (subject to subsection (d) below)
Committee’s initial decision		90 days
Interested party requests final review		60 days
Committee’s final decision		90 days

However, the Committee may take up to twice the maximum response time for its initial and final review if it provides an explanation within the normal period of why an extension is needed and when its decision shall be forthcoming.

(a) Limitation on Actions. Any claim must be brought within one year after (a) in the case of any lump-sum payment, the date on which the payment was made; (b) in the case of an annuity payment or installment payment, the date of the first payment in the series of payments; or (c) for all other claims, the date on which the action complained of occurred. Any suit must be brought within one year after the date the Committee (or its designee) has made a final denial (or deemed denial) of a claim for benefits. Notwithstanding any other provision herein, any suit must be brought within two years after the date the claim first arose (as described above).

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Subsidiaries. In the event the Committee shall determine that a corporation has ceased to be a Subsidiary, such former Subsidiary shall be deemed to have withdrawn from the Plan as of the first day of the next succeeding month, following such determination of the Committee, or, in lieu thereof, as of such other date as the Committee shall determine. Thereupon, the Plan is deemed to have been discontinued with respect to the employees of said former Subsidiary.

8.2 Limitation of Responsibility. Neither the establishment of this Plan nor any modification thereof, nor the creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any Member or other person any legal or equitable right against the Company, or of its Subsidiaries, or any officer or employee thereof, or the Committee, except as herein provided; and in no event shall the terms of employment of any Member be modified or in any way affected thereby.

8.3 Restrictions on Alienation and Assignment. Except as set forth in Section 8.6, the right of any Member or any other person to any benefit or to any payment hereunder or to any separate account shall not be subject to alienation or assignment, and if such Member or other person shall attempt to assign, transfer or dispose of such right, or should such right be subjected to attachment, execution, garnishment, sequestration or other legal, equitable or other process, it shall ipso facto pass to such one or more persons as may be selected by the Committee; provided, however, that the Committee in its sole discretion may reappoint the Member or other person to receive any payment thereafter authorized. The Committee may revoke any appointment made by the Committee hereunder at any time, and a further appointment made by it.

8.4 Authority of Officers of the Company or of a Subsidiary. Whenever the Company or a Subsidiary under the terms of this Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by any officer thereunder duly authorized by its Board of Directors.

8.5 Controlling Law. This Plan shall be subject to the laws of the State of Delaware (except to the extent that Delaware conflicts of law rules would call for the application of the law of another jurisdiction) and any and all disputes arising under this Plan are to be resolved exclusively by courts sitting in Delaware. The parties hereby waive any claims of improper venue or lack of personal or subject matter jurisdiction as to any such disputes.

8.6 Offset for Monies Owed. The benefits provided hereunder will be offset for any monies that the Committee or its designee determines are owed to the Company or any Subsidiary.

IN WITNESS WHEREOF, the Global Benefits Committee has caused this amendment and restatement of the Plan to be executed by a duly authorized member of the Global Benefits Committee effective as of January 1, 2011.

	By:	/s/ Susan M. Fleming
		Committee Chair