<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ko8k917x99-2.txt
<DESCRIPTION>STOCK AWARD AGREEMENT FOR E. NEVILLE ISDELL
<TEXT>
 
 
                                                                EXHIBIT 99.2
 
 
                              THE COCA-COLA COMPANY
 
                        1989 RESTRICTED STOCK AWARD PLAN
 
                              STOCK AWARD AGREEMENT
 
 
     The Coca-Cola Company (the "Company") hereby awards to the employee named
below (the "Recipient") the number of shares of Common Stock, $.25 par value, of
the Company (the "Shares"), in accordance with and subject to the terms,
conditions and restrictions of this Agreement together with the provisions of
the 1989 Restricted Stock Award Plan (the "Plan") of the Company, which Plan is
incorporated herein by reference:
 
         Name and Address of Recipient:  E. Neville Isdell
                                         Atlanta, GA
 
         Number of Shares Awarded:       140,000
 
         Award Date:                     July 22, 2004
 
         Acceptance Date:                September 14, 2004
 
         Delivery Date:                  The date which is six months following
                                         the Recipient's Retirement, provided
                                         that the Retirement is on or after
                                         June 1, 2008 and all other conditions
                                         in this Agreement are satisfied.
 
     1. The Shares awarded hereby shall be issued in the name of the Recipient,
and delivered to the Recipient (or the executor or administrator of the
Recipient's estate) as soon as administratively feasible following the date on
which the shares cease to be subject to risk of forfeiture pursuant to the terms
of the Plan and this Agreement (the "Delivery Date"), subject to the following
terms and conditions:
 
     (a)  Except as provided in the Plan for death, Disability, or Change in
          Control, the Shares shall only be delivered on the Delivery Date if
          all of the following conditions are met: i) the Recipient is
          continuously employed by the Company or an affiliate of the Company,
          as such term is defined in the Plan (an "Affiliate") from the Award
          Date until the date of his Retirement, ii) the date of his Retirement
          is on or after June 1, 2008, iii) between the date of his Retirement
          and the Delivery Date, Recipient provides transition services
 
                                        1
 
 
<PAGE>
 
 
 
          (with or without compensation) as reasonably requested by the Company,
          and iv) until the Delivery Date, the Recipient does not render
          services for any organization or engage directly or indirectly in any
          business which, in the judgment of the chief executive officer of the
          Company or other senior officer designated by the Compensation
          Committee of the Board of Directors, is or becomes competitive with
          the Company, or which organization or business, or the rendering of
          services to such organization or business, is or becomes otherwise
          prejudicial to or in conflict with the interests of the Company.
 
     (b)  The Shares shall be forfeited and transferred back to and become
          property of the Company if, in the determination of the Compensation
          Committee of the Board of Directors: i) any of the conditions set
          forth in Subsection 1(a) above are not satisfied, ii) Recipient ceases
          to be continuously employed (except due to death or Disability as
          provided in the Plan) prior to June 1, 2008, iii) Recipient is
          terminated for Cause, or iv) Recipient attempts to dispose of any of
          the Shares in violation of the provisions of this Agreement.
 
     (c)  Until the Delivery Date, such Shares shall not be sold, exchanged,
          transferred, pledged, hypothecated or otherwise disposed of (the
          restrictions on disposition of the Shares set forth in this
          subparagraph 1(c) are hereinafter referred to as the "Restrictions").
 
     (d)  Until the Delivery Date, the Shares shall have been legended to
          describe the Restrictions contained in this Agreement and any other
          restrictions required by law or by action of the Committee.
 
     (e)  The Recipient shall, simultaneously with acceptance of this Agreement,
          deposit with the Company stock powers or other instruments of
          transfer, appropriately endorsed in blank, corresponding to each of
          the Shares.
 
     (f)  Except for the Restrictions, from the Award Date, the Recipient shall,
          with respect to the Shares, have all the rights of a stockholder of
          the Company, including the right to vote the Shares and to receive all
          dividends and other distributions paid with respect to the Shares. In
          the event that the Shares, as a result of a stock split or stock
          dividend or combination of shares or any other change or exchange for
          other securities, by reclassification, reorganization or otherwise,
          are increased or decreased or changed into or exchanged for a
          different number or kind of shares of stock or other securities of the
          Company or of another corporation, the number of Shares shall be
          adjusted to reflect such change in such manner as the Board or the
          Committee may deem appropriate. If any such adjustment shall result in
          a fractional share, such fraction shall be disregarded.
 
                                        2
 
<PAGE>
 
 
     (g)  Definitions. For purposes of determining "Disability," the definition
          of "Disability" as contained in Section 5(a) of the Plan is replaced
          with the following definition:
 
             "Disability" shall mean a condition for which a Participant becomes
             eligible for and receives a disability benefit under the long term
             disability insurance policy issued to the Company providing Basic
             Long Term Disability Insurance benefits pursuant to The Coca-Cola
             Company Health and Welfare Benefits Plan, or under any other long
             term disability plan which hereafter may be maintained by the
             Company.
 
          The term "Retires" or "Retirement," as used herein, shall mean the
          Recipient's retirement as defined under The Coca-Cola Company Employee
          Retirement Plan (whether or not Recipient is a participant in such
          plan), provided that Recipient retires with the consent of the Board
          of Directors of the Company.
 
          "Cause" shall mean termination of employment by the Company or a
          Related Company which is based on a violation of the Company's Code of
          Business Conduct or any other policy of the Company or its Related
          Company, or for gross misconduct.
 
     (h)  The Company may require Recipient to sign a noncompetition and/or
          nondisclosure agreement as a condition of release of restrictions.
 
     (i)  In recognition of the fact that Recipient was not a United States tax
          resident prior to accepting the position of Chairman and Chief
          Executive Officer and that Recipient will incur incremental income
          taxes on income not related to his current position with the Company
          ("Outside Income") solely due to his employment in the United States,
          should any of the Shares be forfeited under the terms of this
          Agreement, other than if Recipient is terminated for Cause, the
          Company agrees to pay Recipient a cash payment, less all applicable
          taxes (the "Cash Payment"). The Cash Payment will be equal to the
          incremental amount of U.S. and Georgia income taxes, grossed up, that
          Recipient paid on his Outside Income in excess of what Recipient would
          have paid had Recipient remained a tax resident of Barbados under the
          same facts and circumstances as prior to employment with the Company,
          as determined by the accounting firm providing tax preparation
          services for the Company's expatriates. The Cash Payment shall be
          offset by any dividends on the Shares received by Recipient through
          the date of forfeiture and by the value of any portion of the Shares
          that are released to the Recipient. In no event shall this Cash
          Payment exceed the
 
                                        3
 
<PAGE>
 
 
          amount that the Company accrues for the Shares for accounting
          purposes during the period that Recipient is actively employed as
          Chairman and Chief Executive Officer. Incremental taxes will be
          calculated beginning as of the date Recipient becomes a United
          States tax resident and ending as of the earlier of i) the date he
          ceases to be a U.S. tax resident or ii) the date he ceases active
          employment with the Company. The Cash Payment shall not take into
          account any taxes paid on wages, incentives or any other compensation
          paid or granted by the Company to the Recipient while Recipient is
          Chairman and Chief Executive Officer. All taxes arising from his
          compensation as Chairman and Chief Executive Officer and the Cash
          Payment are solely the responsibility of Recipient.
 
 
     2. Taxes.
 
     (a)  The Company or a Related Company will assess the requirements
          regarding federal, state and/or local, social insurance, and payroll
          tax withholding obligations (the "Taxes") in connection with the
          Shares awarded under this Agreement, including the presentation of
          this Agreement, the Recipient's acceptance of this Agreement, the
          release of the Shares, any dividends paid under this Agreement, or the
          subsequent disposition or transfer of the Shares (the "Potential Tax
          Events"). The Recipient acknowledges that these requirements may
          change from time to time as laws or interpretations change.
 
     (b)  The Recipient shall, on any applicable date corresponding to the
          Potential Tax Events, pay to the Company, or make arrangements
          satisfactory to the Company, regarding payment of, all Taxes. The
          Company may require satisfaction of any withholding taxes by retention
          of Shares or the delivery of already owned shares of common stock of
          the Company in accordance with the procedures determined by the
          Director, Executive Compensation. The Company and its Related
          Companies shall have the right to deduct from any payment of any kind
          otherwise due to such Recipient (including his wages) any Taxes with
          respect to the Shares, if any such obligation has not been made by
          such Recipient.
 
     (c)  Irrespective of the Company or a Related Company's action or inaction
          with respect to the Taxes, the Recipient hereby acknowledges and
          agrees that the ultimate liability for any and all Taxes is and
          remains the responsibility and liability of the Recipient or the
          Recipient's estate. Recipient acknowledges that the Company and any
          Related Company (i) make no representations or undertaking regarding
          the treatment of any
 
                                        4
 
<PAGE>
 
 
          Taxes in connection with any Potential Tax Events; and (ii) do not
          commit to structure the terms of the award or any aspect of the
          transfer of the Shares to reduce or eliminate the Recipient's
          liability for Taxes.
 
 
     3. Each notice relating to this award shall be in writing. All notices to
the Company shall be addressed to the Secretary, The Coca-Cola Company, One
Coca-Cola Plaza, N.W., Atlanta, Georgia 30313. All notices to the Recipient
shall be addressed to the address of the Recipient specified on the face page of
this Agreement. Either the Company or the Recipient may designate a different
address by written notice to the other. Written notice to said addresses shall
be effective to bind the Company, the Recipient and the Recipient's successors
and assigns.
 
     4. The Recipient hereby agrees that (a) any rule, regulation or
determination regarding the Plan, any interpretation, amendment or modification
of the Plan by the Committee, and the award of Shares made hereunder and
thereunder shall be final and conclusive for all purposes and on all persons
including the Company and the Recipient; provided, however, that with respect to
any amendment or modification of the Plan which affects the award of Shares made
hereby, the Committee shall have determined that such amendment or modification
is in the best interests of the recipient of such award; and (b) the award of
Shares shall not affect in any way the right of the Company or an Affiliate to
terminate the employment of the Recipient.
 
     5. When the delivery or transfer of any of the Shares may in the opinion of
the Company conflict or be inconsistent with any applicable law or regulation of
any governmental agency having jurisdiction, the Company reserves the right to
refuse to deliver or transfer any of the Shares.
 
     6. Personal Data. The Recipient understands that his or her employer, the
Company or a Related Company hold certain personal information about the
Recipient, including but not limited to his or her name, home address, telephone
number, date of birth, social security number, salary, nationality, job title,
and details of all Shares awarded, cancelled, vested, unvested, or outstanding
(the "personal data"). Certain personal data may also constitute "sensitive
personal data" within the meaning of applicable local law. Such data include but
are not limited to the information provided above and any changes thereto and
other appropriate personal and financial data about the Recipient. The Recipient
hereby provides explicit consent to the Company and any Related Company to
process any such personal data and sensitive personal data. The Recipient also
hereby provides explicit consent to the Company and any Related Company to
transfer any such personal data and sensitive personal data outside the country
in which the Recipient is employed, and to the United States. The legal persons
for whom such personal data are intended are the
 
                                        5
 
<PAGE>
 
 
Company and any broker company providing services to the Company in connection
with the administration of the Plan. The Recipient has been informed of his or
her right of access and correction to his or her personal data by applying to
the person identified in paragraph 2.
 
     7. Additional consents. The Recipient consents and acknowledges that:
 
     (a)  the Plan is discretionary in nature and the Company can amend, cancel
          or terminate it at any time;
 
     (b)  these awards and any other awards under the Plan are voluntary and
          occasional and do not create any contractual or other right to receive
          future awards or benefits in lieu of any awards, even if similar
          awards have been granted repeatedly in the past;
 
     (c)  participation in this program is voluntary;
 
     (d)  the value of the Shares and this award is an extraordinary item of
          compensation;
 
     (e)  the Shares, this award, or any income derived therefrom are a
          potential bonus payment not paid in lieu of any cash salary
          compensation and not part of normal or expected compensation or salary
          for any purposes, including, but not limited to, calculating any
          termination, severance, resignation, redundancy, end of service
          payments, bonuses, long-service awards, life or accident insurance
          benefits, pension or retirement benefits or similar payments;
 
     (f)  the future value of the Shares is unknown and cannot be predicted with
          certainty;
 
     (g)  participation in the Plan or this Agreement shall not create a right
          to further employment with the Recipient's employer and shall not
          interfere with the ability of the Recipient's employer to terminate
          the Recipient's employment relationship at any time, with or without
          cause; and
 
     (h)  The Plan and the Agreement set forth the entire understanding between
          the Recipient, the Company, and any Related Company regarding the
 
                                            6
 
<PAGE>
 
 
          acquisition of the Shares and supercedes all prior oral and written
          agreements pertaining to this award.
 
 
     8. This Agreement has been made in and shall be construed under and in
accordance with the laws of the State of Georgia.
 
                                     THE COCA-COLA COMPANY
 
                                     BY:   THE COMPENSATION COMMITTEE
 
                                           /s/ Patricia M. O'Neil
 
 
                                           Authorized Signature
 
     I have read the above Agreement and hereby accept the above award of the
Shares in accordance with and subject to the terms and conditions of such
Agreement and the Plan with which I am familiar and I agree to be bound thereby
and by the actions of the Committee.
 
 
September 14, 2004                  /s/ E. Neville Isdell
----------------------              ------------------------------------------
    Date Accepted                   Recipient
 
 
                                        7
 
 
<PAGE>
 
 
 
                                 STOCK POWER
 
 
FOR VALUE RECEIVED,              , hereby sells, assigns and transfers unto
The Coca-Cola Company, a Delaware corporation (FEIN 58-628465),         shares
of the Common Stock of The Coca-Cola Company (the "Company") standing in my name
on the books of the Company represented by Certificate(s) No(s)._______________
herewith, and do hereby irrevocably constitute and appoint any officer or any
duly authorized representative of the Company attorney to transfer the said
stock on the books of the Company with full power of substitution in the
premises.
 
 
 
Dated:
       ------------------------
 
                                        -------------------------------------
 
 
 
 
                                        8
 
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</DOCUMENT>