Special Medical Insurance Plan

EXHIBIT 10.16


PLAN INSTRUMENT

THE COCA-COLA COMPANY

SPECIAL MEDICAL INSURANCE PLAN


By action of its Board of Directors on May 4, 1982, The Coca-Cola Company (hereinafter referred to as the Company) adopted The Coca-Cola Company Special Medical Insurance Plan for the purpose of providing eligible employees and their covered dependents with benefits for expenses related to hospital, surgical, medical, dental and vision care. Subsidiaries of the Company, whether directly or indirectly owned, may become Participating Subsidiaries in said Plan upon approval by Officers of the Company. The Company and each Participating Subsidiary will be known as an Employer under said Plan.


In accordance with the provisions of the Employee Retirement Income Security Act of 1974 (hereinafter referred to as the Act) the Company does hereby establish the Plan designated above (hereinafter referred to as the Plan), identified as Plan Number 549, with Employer Identification Number 58-0628465.


The Company shall be the Plan Administrator as referred to in the Act.


The Company shall be the named fiduciary with full authority to control and manage the operation and administration of the Plan, and shall be the agent for service of legal process in addition to the Insurance Company named in the Group Policy.


The Plan shall be administered directly by the Plan Administrator. Benefits provided under the Plan shall be provided through the purchase and maintenance of one or more Group Policies which the Officers of the Company are authorized to enter into with respect to this Plan. The Officers of the Company may terminate or enter into Group Policies or agreements with Insurance Companies, or otherwise provide for payment of benefits under the Plan.


Plan requirements respecting eligibility for participation and benefits shall be the requirements as to employees to be insured as set forth in the Group Policy. The persons entitled to benefits under the Plan are the employees insured as set forth in the Group Policy and their Qualified Dependents covered in accordance with the terms, provisions and conditions of the Group Policy. The benefits under the Plan are those provided by the Group Policy in accordance with the terms, provisions and conditions of the Group Policy. The Group Policy specifies the Employers whose employees are covered by the Plan.


It is the intent of this Plan Instrument and it is the funding policy of the that all Plan benefits are to be provided under and in accordance with the provisions of the Group Policy, which the Company shall purchase and maintain on behalf of the Plan; provided, however that any payments made to or credits to the Company in accordance with the experience rating provisions, if any, of the Group Policy shall be the separate property of the Company.


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Whether or not contributions are to be made by the employees to the Employer for the benefits and the amount of any such contribution is subject to change by the Company.


Claims for benefits under the Plan are to be submitted to the Insurance Company as provided in the Group Policy. Payment of claims under the Plan will be made by the Insurance Company as provided in the Group Policy. A claim which is denied by the Insurance Company shall be reviewed by said Insurance Company in accordance with the procedure as provided in the Group Policy which is not inconsistent with claims procedure regulations in the Act as then in effect, and the decision of the Insurance Company on any claim shall be final. With respect to the Act on claims procedure regulations, the Insurance Company shall be the appropriate named fiduciary of the Plan for the purpose of such review and decision thereon. The Insurance Company's decision on any claim shall be final.


The Plan years coincide with the policy years of the Group Policy.


The Company, by action of its Officers, shall have the right to terminate, suspend, withdraw, amend or modify the Plan in whole or in part at any time, but no amendment to the benefit or other provisions of the Group Policy may be made without the approval of the Insurance Company. The Company shall make any amendments to the Plan which may be needed for compliance with the Act.


This Plan Instrument shall be effective as of July 1, 1982.


Dated at Atlanta, Georgia THE COCA-COLA COMPANY


This 1st day of August, 1989 By: /s/ D. A. Saarel
Official Title: Senior Vice President


Attest: /s/ G. T. Allan


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Amendment No. 1

SPECIAL MEDICAL INSURANCE PLAN


Effective January 1, 1989, the above captioned Plan is amended as follows:


Delete the next to last paragraph in its entirety and insert the following:

The Company, by action of its
Officers, shall have the right to
terminate, suspend, withdraw, amend
or modify the Plan in whole or in
part at any time, but no amendment to
the benefit or other provisions of
the Agreement may be made without the
approval of the Claims Services
Provider. However, the Company expects
to continue the Plan indefinitely.
The Company shall make any amendments to
the Plan which may be needed for
compliance with the Act.


The Assistant Vice President and Director Compensation and Benefits or his designee is authorized to perform all necessary acts to effectuate this amendment.


/s/ D. A. Saarel August 1, 1989
D. A. Saarel Date
Senior Vice President
Human Resources Division


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56019-08/31/83

Application is Hereby Made to

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

by THE COCA-COLA COMPANY

whose Main Office Address is ATLANTA, GEORGIA

for Group Policy No GO56019

Said Group Policy is hereby approved and the terms thereof
are hereby accepted.

This application is executed in duplicate, one counterpart
being attached to said Policy and the other being
returned to The Prudential Insurance Company of America.

It is agreed that this Application supersedes any previous
application for the said Group Policy.


THE COCA-COLA COMPANY
(Full or Corporate Name
of Applicant)


Dated at Atlanta, Georgia By Senior Vice President
(Signature and Title)

On ----------, 19--

Witness --------------------


To be signed by Resident Agent where required by law)


ORD 18054-A-ED 5-48 THIS COPY IS TO REMAIN ATTACHED TO THE POLICY New Issue
Printed in U.S.A.
by Prudential Press


THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
GROUP POLICY SCHEDULE


POLICY DATE July 1, 1982.


POLICY ANNIVERSARIES July 1 of each year, beginning in 1987.


PREMIUM DUE DATES The Policy Date, and thereafter the first day of each month beginning with August, 1982.


GOVERNING JURISDICTION State of Georgia


EMPLOYMENT WAITING PERIOD The period of continuous service on a full-time basis with the Employer as specified in the Coverage Schedule.


Policyholder

THE COCA-COLA COMPANY

Group Policy

GO-56019


PARTICIPATING SUBSIDIARIES


The Coca-Cola Export Corporation Coca-Cola Interamerican Corporation Coca-Cola Enterprises Inc. Caribbean Refrescos, Inc.


MINIMUM PARTICIPATION NUMBER 25


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INCLUDED EMPLOYERS PROVISIONS


The Policyholder and any Participating Subsidiary are Employers included under the Group Policy. "Participating Subsidiaries" means any subsidiary owned directly or indirectly by the Policyholder which has elected to be an included Employer in the Group Policy with the approval of the Policyholder and which is listed under "Participating Subsidiaries", in the Group Policy Schedule.


Any individual employed by more than one included Employer shall be considered as being employed only by one Employer, and his service with the other Employer or Employers shall be considered as service with that one Employer.


If any Employer ceases to be an included Employer, the Group Policy will be considered as terminating on the date of such cessation with respect to all Employees of that Employer, who on the next day are not Employees of another included Employer within the eligible classes under the Group Policy. The Policyholder shall notify Prudential, in writing, when a Participating Subsidiary ceases to be owned directly or indirectly by the Policyholder.


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DEFINITIONS


ACTIVE WORK REQUIREMENT: A requirement that an Employee be actively at work on a full-time basis at the business establishment of the Employer or at other locations to which the Employer's business requires the Employee to travel.


BENEFIT YEAR: Means a calendar year (January 1 through December 31).


CLOSE RELATIVE: Means the Employee, his spouse, and a child, brother, sister or parent of the Employee or his spouse.


COMPANY: When the term "the Company" is used it means The Coca-Cola Company, One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313.


COVERAGE CLASSES UNDER A COVERAGE SCHEDULE: The Employees of the Employer who comprise the classes to which the coverage provided in that Schedule applies.


COVERED INDIVIDUAL UNDER A COVERAGE: An employee who is covered for Employee Insurance; a Qualified Dependent with respect to whom an Employee is insured for Dependents Insurance.


DEPENDENTS INSURANCE: Insurance pertaining to the person of a dependent. Under such insurance, a charge will be considered actually made to an Employee if actually made to his Qualified Dependent.


EMPLOYEE: When the term "Employee" is used, it means an Executive of the Company as determined by the Policyholder.


EMPLOYEE INSURANCE: Insurance under a coverage pertaining to the person of an Employee.


EMPLOYER: When the term "the Employer" is used, it means collectively all Employers included under the Group Policy.


FULL MEDICARE COVERAGE: Means coverage for all the benefits provided under Medicare including benefits provided under the voluntary program established by Medicare.


GROUP POLICY: Means the Master Contract between the Policyholder and Prudential as identified in the Group Policy Schedules and is the legal instrument governing all benefits.


PARTICIPATING SUBSIDIARY: Any Subsidiary owned directly or indirectly by the Policyholder which has elected to be an included Employer in the Group Policy with approval of the Policyholder and which is listed under "Participating Subsidiaries" in the Group Policy Schedule.


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PHYSICIAN: Means a physician licensed to practice medicine and perform surgery. Services which would be covered if rendered by a physician, as defined herein, shall also be covered when rendered by a duly licensed midwife practicing within an acceptable Birthing Center as defined by the Plan, doctor of dental surgery (D.D.S.), doctor of chiropractic, or a duly licensed doctor of surgical chiropody or podiatry (D.S.C.), within their specialty, or an acupuncturist who is certified or licensed as required by the jurisdiction in which he or she performs his or her practice. The definition is further contingent upon and subject to standards established by Prudential.


PLAN: When the term "the Plan" is used, it means the Supplemental Medical Expense Plan of The Coca-Cola Company and its Participating Subsidiaries.


POLICYHOLDER: The Coca-Cola Company, One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313.


PRUDENTIAL: The Prudential Insurance Company of America, Southern Group Operations, 2849 Paces Ferry Road, Suite 400, Atlanta, Georgia 30339.


QUALIFIED DEPENDENT: An Employee's spouse or unmarried child, excluding in any case -

(1) a person after that person has ceased to be a
spouse of the Employee by reason of divorce or
annulment;

(2) a child nineteen or more years of age unless
(a) wholly dependent upon the Employee for support,
(b) a registered student in regular, full-time
attendance at an accredited secondary school,
college, university, or vocational or trade school,
(c) less than twenty-four years of age and
(d) enrolled by the Employer with the Employer
under the Plan as a student with the Employee
making any additional required contributions;

(3) a spouse or child on active duty in any military,
naval or air force of any country; and

(4) a spouse or child who is insured for Employee
Insurance under the Group Policy.


An Employee's children include step-children, legally adopted children and foster children, provided they are dependent upon the Employee for support and maintenance.


A child shall not be a qualified dependent of more than one Employee. If more than one Employee would otherwise be insured under the Group Policy with respect to a child as a qualified dependent, the child will be considered to be the qualified dependent only of that one of such Employees with the lower case deductible under the Major Medical Expense Insurance of the Plan according to the Policyholder's records.


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This page is intentionally blank. See the section "The Contract-Incontestability of Policy" of the General Provisions of the Group Policy.


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This page is intentionally blank. See the section "The Contract-Incontestability of Policy" of the General Provisions of the Group Policy.


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This page is intentionally blank. See the section "The Contract-Incontestability of Policy" of the General Provisions of the Group Policy.


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This page is intentionally blank. See the section "The Contract-Incontestability of Policy" of the General Provisions of the Group Policy.


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This page is intentionally blank. See the section "The Contract-Incontestability of Policy" of the General Provisions of the Group Policy.


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SCHEDULE OF PREMIUM RATES

CLASSES OF EMPLOYEES TO WHICH THIS SCHEDULE APPLIES:


Employees as specified in the Coverage Classes under the Coverage Schedules.


APPLICABLE INSURANCE


Employee and Dependent Medical


MONTHLY RATES


EMPLOYEE INSURANCE DEPENDENT INSURANCE


$666.66 per Employee $333.34 per Employee with
one Dependent
$500.00 per Employee with
two or more Dependents


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ELIGIBILITY


Eligible Classes: All Employees of the Employer who are within the Coverage Classes under the Coverage Schedules.


BECOMING INSURED FOR EMPLOYEE INSURANCE


This Section applies separately to the Employee Insurance under each coverage.


The Employee shall be insured from the first day, on or after his date of eligibility, on which he is included in a Coverage Class for the insurance and the following requirements are simultaneously satisfied:

(1) He has requested it of the Employer on a form
satisfactory to Prudential and has agreed to
make the required contributions.

(2) If any evidence of insurability requirement
applies, he has complied with that requirement.
He will be considered as having complied on the
first day of the month next following the month
in which Prudential determines the evidence is
satisfactory.

(3) He is complying with the Active Work Requirement
of the Definitions.


BECOMING INSURED FOR DEPENDENTS INSURANCE


This section (other than requirement (1) below) applies separately to each Qualified Dependent an Employee has or acquires.


The Employee shall be insured with respect to a Qualified Dependent from the first day, on or after the Employee's date of eligibility, as specified in the Coverage Schedule, on which the following requirements are simultaneously satisfied:

(1) The Employee has requested it of the Employer on
a form satisfactory to Prudential and has agreed
to make the required contributions.

(2) The Employee is included in the Coverage Classes.

(3) If any evidence of insurability requirement
applies with respect to the Qualified Dependent,
the Employee has complied with that requirement.
An Employee will be considered as having complied
on the first day of the month next following the
month in which Prudential determines the evidence
to be satisfactory.


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(4) The insurance with respect to the Qualified
Dependent is not being deferred in accordance
with the section Deferment of Effective Date
of Insurance.


EVIDENCE OF INSURABILITY REQUIREMENTS FOR EMPLOYEE INSURANCE


An Employee must furnish evidence of his insurability satisfactory to Prudential in order to become insured for Employee Insurance under a coverage, in any of the following situations:


(1) LATE PARTICIPATION UNDER CONTRIBUTORY INSURANCE -
He does not satisfy the requirement (1) of Becoming
Insured For Employee Insurance before the end of the
month following his date of eligibility.


(2) FAILURE TO MAKE CONTRIBUTION - He requests the
insurance after previous termination of any
insurance under the Group Policy because of
failure to make a required contribution.


(3) PREVIOUS EVIDENCE REQUIREMENT - He has not
satisfied a previous requirement that evidence of
his insurability be furnished in order for him to
become insured under a coverage of the Group Policy
or any other Prudential group policy which provides
or provided insurance for Employees of the Employer.


EVIDENCE OF INSURABILITY REQUIREMENTS FOR DEPENDENTS INSURANCE


An Employee must furnish evidence of insurability of a Qualified Dependent satisfactory to Prudential in order to become insured with respect to that Dependent, in any of the situations listed below. These requirements shall not apply to any Qualified Dependent acquired after the Employee becomes insured for Dependents Insurance, provided the Employee is making the required contributions for Dependents Insurance.


(1) LATE PARTICIPATION - The Employee does not satisfy
requirement (1) of Becoming Insured for Dependents
Insurance before the end of the calendar month
immediately following the first day, on or after his
date of eligibility, on which he has a Qualified
Dependent.


(2) FAILURE TO MAKE CONTRIBUTION - The Employee
requests the insurance after previous termination of
any insurance under the Plan because of failure to
make a required contribution.


(3) PREVIOUS EVIDENCE REQUIREMENT - Neither the
Employee nor the Dependent has satisfied a previous
requirement that evidence of the Dependent's
insurability be furnished in order for the Dependent
to become insured, as a Dependent or Employee, under
a coverage of the Group Policy or any other
Prudential group policy which provides or provided
insurance for Employees of the Employer.


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NEWBORN CHILD PROVISIONS


These provisions modify the Group Policy's provisions for insurance which provides benefits for expenses of a dependent's medical care under a coverage, solely with respect to a child who is born to an Employee while the Employee is insured for Employee Insurance under a coverage and while the child is not otherwise a covered individual under the coverage in accordance with the terms of the Group Policy other than these Newborn Child Provisions.


Such a child is a covered individual under the coverage from the moment of birth. However, any coverage that a child has solely by reason of these Newborn Child Provisions is hereby modified to provide that no benefits will be payable thereunder with respect to any charge incurred for a service or supply furnished for the medical care of the child after the end of the thirty-one day period immediately following his birth.


The requirement of the Group Policy that the Employee must furnish evidence of the insurability of a qualified dependent satisfactory to the Prudential in order to become insured with respect to that dependent shall not apply to a child who becomes a covered individual from the moment of birth by reason of these Newborn Child Provisions. Nor, shall such requirement be a condition for any continuance of the child's coverage beyond the thirty-one day period immediately following the child's birth, if before the end of that period, the Employee has requested such dependent's insurance on a form satisfactory to Prudential and has agreed to make the contributions required for such insurance. The Employee's failure to make when due any contribution required of him for dependents insurance shall in no event effect termination of the newborn child's coverage under the Group Policy prior to the end of that thirty-one day period.


CHANGES OF EMPLOYEE BENEFITS


The Employee Insurance benefits for which an Employee is insured will be those for his classification under the applicable Coverage Schedule unless otherwise determined in accordance with this Section.


This Section applies unless the Coverage Schedule indicates to the contrary.


When an Employee's classification changes or the benefits applicable to his classification are changed by an amendment to the Group Policy, the change will not result in an adjustment of the Employee's benefits (including the amount) until the first day, on or after the date of the change, on which he is complying with the active work requirement of the General Definitions. His benefits will be adjusted on that day to those then applicable to his classification.


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CHANGES OF DEPENDENTS BENEFITS


The Dependents Insurance benefits for which an Employee is insured will be those for his classification under the applicable Coverage Schedule unless otherwise determined in accordance with this Section.


This Section applies unless the Coverage Schedule indicated to the contrary.


When an Employee's classification changes or the benefits applicable to his classification are changed by an amendment to the Group Policy, the change will not result in an adjustment of the Employee's benefits with respect to a Qualified Dependent (including the amount) until the first day, on or after the date of the change, on which the adjustment for that dependent is not being deferred in accordance with the Section Deferment of Effective Date of Insurance. Such benefits will be adjusted on that day to those then applicable to the Employee's classification.

TERMINATION OF EMPLOYEE INSURANCE


The Employee Insurance of an Employee under a coverage will automatically terminate at the end of the month when:

(1) he ceases to be a member of the Coverage Classes
for the insurance because of termination of
employment (described below) or for any other
reason, or

(2) his class is no longer included in the Coverage
Classes for the insurance, or

(3) the provisions of the Group Policy for the
insurance terminate.

(4) any contribution required of him for any insurance
under the Group Policy is not made when due


Termination of Employment - For insurance purposes, an Employee's employment will be considered to terminate when he no longer actively engaged in work on a full-time basis for the Employer. However, if absence from such full-time work is then of type set forth in the Coverage Schedule for the insurance, the Employer may, without discrimination among persons in like circumstances, consider the Employee as not having terminated his employment for insurance purposes and, while such absence is of any such type, as continuing to be a member of the Coverage Classes for the insurance up to any applicable time limit in the Coverage Schedule.


TERMINATION OF DEPENDENTS INSURANCE


An Employee's Dependents Coverage will terminate under the circumstance described in the section "Termination of Employee Coverage" as though that section's reference to "Employee Coverage" were a reference to "Dependents Coverage".


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Any provision which would continue coverage following the Employee's death will be specified in the Coverage Schedule.


Payment of benefits under Dependents Coverage continued after the Employee's death will be made to his spouse if living, to such spouse's estate if the spouse survived the Employee's children, and otherwise to the person or institution appearing to the Employer to have assumed the principal support of such children.


All of the Dependents Coverage with respect to a particular Qualified Dependent will automatically terminate at the end of the month, if that Dependent ceases to be a Qualified Dependent, when the Employee ceases to be covered for Employee Coverage, or when the Employee ceases to make the Employer the payments required hereunder for such coverage.


Anything in these provision to the contrary notwithstanding, the coverage applicable to any qualified Dependent included in the Definitions may be continued after age twenty-four for a period not exceeding the length of his period of service performed prior to age twenty-four in the Armed Forces of the United States of America provided he continues to meet the other provisions as Qualified Dependent.


OPTION TO CONTINUE COVERAGE OF DEPENDENT CHILD INCAPACITATED WHEN SPECIFIED AGE LIMIT FOR CHILDREN IS ATTAINED - if dependent child is mentally or physically incapable of earning of living on the date coverage under the Group Policy with respect to such child would terminate due to attainment of the specified age limit for children, and if within thirty-one days of such date the Employer receives due proof of such incapacity, then such specified age limit shall not operate to terminate such coverage under the Plan ...