Coca-Cola Company (KO)

RECITALS

WHEREAS, pursuant to the Agreement and Plan of Merger, dated May [             ], 2007, by and among Parent, Mustang Acquisition Company, LLP, a Delaware limited liability partnership, the Company and J. Darius Bikoff and Michael Repole, each of them solely in his capacity as representative of the Company Securityholders (the “Merger Agreement”), a portion of the Merger Consideration was deposited in the Indemnification Escrow Account;

WHEREAS, the Senior Executive’s allocable share of the funds on deposit in the Indemnification Escrow Agreement is $                 ;

WHEREAS, pursuant to the Investment Agreement between Senior Executive and Parent, Senior Executive has purchased for $                 ,          shares of Parent common stock (the “Parent Shares”), which Parent Shares have been deposited in the Stock Escrow and Collateral Account;

WHEREAS, Senior Executive and [Bikoff/Repole/Venuti] (the “Other Senior Executives”) are desirous of causing the Escrow Modification to occur such that they may obtain payment of their share of the funds on deposit in the Indemnification Escrow Agreement and secure their obligations in respect of indemnification payments, if any, due to the Parent Indemnified Parties by delivering to the Parent a demand note in the form attached hereto as Exhibit A (the “Note”), and agreeing to the terms of this Agreement and the Pledge and Security Agreement, dated                      , 2007, between [Bikoff/Repole/Venuti] and Parent (the “Security Agreement”); and.

WHEREAS, the Other Senior Executives are contemporaneously entering into Note Drawdown, Indemnification and Additional Collateral Agreements with terms substantially similar to this Agreement.

RECITALS:

A.                                   Coca-Cola Bottlers Philippines, Inc. (the “Company”) is a company incorporated in the Philippines with principal office at the 19th, 23rd and 28th Floors, San Miguel Properties Centre, St. Francis St., Mandaluyong City, Philippines.  The Company has an authorized capital stock of P12,706,113,366 divided into 1,738,429 Common Shares and 96,771

Convertible Common Shares both with a par value of P1,000 each and  215,483 Class A Preferred  Shares, with a par value of P50,000 each and 50,582 Class B Preferred Shares, with a par value of P1,913 each, of which  1,178,648  Common Shares,  215,483  Class A Preferred Shares and  50,582 Class B Preferred  Shares are issued and outstanding;

B.                                     The Sellers collectively own the Sale Shares as set forth in Schedule 1 hereof, and the Sale Shares represent, in the aggregate and on a fully diluted basis, 65% of the total issued and outstanding capital stock of the Company; and

C.                                     The Purchaser wishes to purchase from the Sellers, and the Sellers have agreed to sell to the Purchaser on Closing the Sale Shares for the Purchase Price and upon the terms and conditions set out in this Agreement.