Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
(Address of principal executive offices, including Zip Code)
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
Lowry F. Kline, Esq.
General Counsel
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
(Name and address of agent for service)
(404) 676-2100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
------------- ---------- -------- ------------- -------------
Coca-Cola 3,000,000 $18.75(1) $56,250,000(1) $19,396.56(1)
Enterprises shares
Inc. Common
Stock, $1.00
par value
Participation (2) (3) (3) (3)
in the
Coca-Cola
Enterprises
Inc. Matched
Employee
Savings
Investment
Plan
(1) Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on the average of the high and
low prices reported on the New York Stock Exchange on April
15, 1994.
(2) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(3) Not applicable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934 for its
fiscal year ended December 31, 1993;
(b) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1993;
(c) the description of the Registrant's common stock to be
offered hereby which is contained in the registration statement filed
under Section 12 of the Securities Exchange Act of 1934, including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of filing of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
hereby by reference and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal monetary
liabilities of directors of the Registrant for breaches of certain of
their fiduciary duties to the full extent permitted by Section
102(b)(7) of the General Corporation Law of Delaware (the "GCL").
Section 102(b)(7) of the GCL enables a corporation in its certificate
of incorporation to eliminate or limit the personal liability of
members of its board of directors to the corporation or its
shareholders for monetary damages for violations of a director's
fiduciary duty of care. Such a provision has no effect on the
availability of equitable remedies, such as an injunction or
rescission, for breach of fiduciary duty. In addition, no such
provision may eliminate or limit the liability of a director for
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breaching his duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating the law, paying an
unlawful dividend or approving an illegal stock repurchase, or
obtaining an improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers
to the extent permitted by the GCL. Section 145 of the GCL provides
for indemnification of directors and officers from and against
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement reasonably incurred by them in connection with any
civil, criminal, administrative or investigative claim or proceeding
(including civil actions brought as derivative actions by or in the
right of the corporation but only to the extent of expenses reasonably
incurred in defending or settling such action) in which they may
become involved by reason of being a director or officer of the
corporation. The section permits indemnification if the director or
officer acted in good faith in a manner which he reasonably believed
to be in or not opposed to the best interest of the corporation and,
in addition, in criminal actions, if he had reasonable cause to
believe his conduct to be lawful. If, in an action brought by or in
the right of the corporation, the director or officer is adjudged to
be liable for negligence or misconduct in the performance of his duty,
he will only be entitled to such indemnity as the court finds to be
proper. Persons who are successful in defense of any claim against
them are entitled to indemnification as of right against expenses
reasonably incurred in connection therewith. In all other cases,
indemnification shall be made (unless otherwise ordered by a court)
only if the board of directors, acting by a majority vote of a quorum
of disinterested directors, independent legal counsel or holders of a
majority of the shares entitled to vote determines that the applicable
standard of conduct has been met. Section 145 provides such indemnity
for persons who, at the request of the corporation, act as directors,
officers, employees or agents of other corporations, partnerships or
other enterprises.
The Registrant maintains directors and officers liability
insurance which insures against liabilities that directors or officers
of the Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises Inc., as amended on April 15, 1992, incorporated by
reference to Exhibit 28.2 to the Registrant's Quarterly Report on Form
10-Q as filed May 11, 1992.
4.2 Bylaws of Coca-Cola Enterprises Inc., as amended
through February 18, 1992, incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991.
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4.3 Coca-Cola Enterprises Inc. Matched Employee Savings and
Investment Plan.
23 Consent of Ernst & Young.
25 Powers of Attorney and Resolution of the Board of
Directors.
An opinion of counsel is not being filed because the
securities being registered are not original issuance securities, and
the Registrant undertakes to submit the Plan and any amendments
thereto to the Internal Revenue Service in order to secure a
determination letter in a timely manner and will make all changes
required by the Internal Revenue Service in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
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(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents
by Reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Coca-Cola Enterprises Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 14th day
of April, 1994.
COCA-COLA ENTERPRISES INC.
(Registrant)
By: S. K. JOHNSTON, JR.
------------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this report has been signed by the following persons in the capacities
and on the dates indicated.
S. K. JOHNSTON, JR.
----------------------- Vice Chairman, Chief April 14, 1994
(S.K. Johnston, Jr.) Executive Officer
and a Director
(principal executive
officer)
JOHN R. ALM
----------------------- Senior Vice April 14, 1994
(John R. Alm) President and Chief
Financial Officer
(principal financial
officer and
principal accounting
officer)
HOWARD G. BUFFETT* Director April 14, 1994
-----------------------
(Howard G. Buffett)
JOHN L. CLENDENIN* Director April 14, 1994
-----------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director April 14, 1994
-----------------------
(Johnnetta B. Cole)
T. MARSHALL HAHN, JR.* Director April 14, 1994
-----------------------
(T. Marshall Hahn, Jr.)
CLAUS M. HALLE* Director April 14, 1994
-----------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director April 14, 1994
-----------------------
(L. Phillip Humann)
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M. DOUGLAS IVESTER* Director April 14, 1994
----------------------
(M. Douglas Ivester)
E. NEVILLE ISDELL* Director April 14, 1994
----------------------
(E. Neville Isdell)
JOHN E. JACOB* Director April 14, 1994
----------------------
(John E. Jacob)
ROBERT A. KELLER* Director April 14, 1994
----------------------
(Robert A. Keller)
S.L. PROBASCO, JR.* Director April 14, 1994
----------------------
(S.L. Probasco, Jr.)
HENRY A. SCHIMBERG* Director April 14, 1994
----------------------
(Henry A. Schimberg)
FRANCIS A. TARKENTON* Director April 14, 1994
----------------------
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:---------------------
Lowry F. Kline
Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on April 20, 1994.
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS
AND INVESTMENT PLAN
By: Trust Company Bank,
Plan Trustee
By: JAMES T. GREY
-----------------------------
James T. Grey, Vice President
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EXHIBIT 4.1
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Amended and Restated as of July 1, 1992)
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TABLE OF CONTENTS
PREAMBLE
ARTICLE I - INTRODUCTION AND PURPOSE 1
ARTICLE II - DEFINITIONS 3
ARTICLE III - COVERAGE
A. Participation 19
B. Termination and Reemployment 19
C. Change in Employment Status 19
ARTICLE IV - ACCOUNTS AND CONTRIBUTIONS
A. Accounts 22
B. Company Contributions 22
C. After-Tax Contributions 26
D. Changes in Contributions 27
E. Rollovers and Transfers Between Plans 28
F. Limitations 32
G. Restoration Procedures 40
ARTICLE V - INVESTMENT AND ALLOCATIONS
A. Investment of Accounts 42
B. Allocation of Income or Loss 49
ARTICLE VI - VESTING, LOANS AND DISTRIBUTIONS
A. Vesting 50
B. Loans 50
C. Withdrawals While Employed 50
D. Distributions at Termination, Disability or Death 54
ARTICLE VII - ADMINISTRATION AND NAMED FIDUCIARY
A. Administration 58
B. Named Fiduciary, Administrator and
Service of Legal Process 61
ARTICLE VIII - TRUST AGREEMENT 62
ARTICLE IX - AMENDMENT, TERMINATION, MERGER
A. Amendment 63
B. Termination 64
C. Merger, Consolidation or Transfer of
Assets to Other Plans 65
D. Adoption of the Plan by a Participating Company 65
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ARTICLE X - MISCELLANEOUS PROVISIONS
A. Benefits Not Assignable 69
B. Conditions of Employment not Affected by Plan 71
C. Beneficiaries 71
D. Facility of Benefit Payment 73
E. Appeals Procedure 74
F. Miscellaneous Language 76
G. Top Heavy Provisions 77
H. Construction 80
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COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS INVESTMENT PLAN
PREAMBLE
--------
On this day of , 1992, COCA-COLA
-------- ---------
ENTERPRISES INC., a corporation duly organized and existing under
the laws of the State of Delaware (the "Controlling Company"),
hereby amends and restates the Coca-Cola Enterprises Inc. Savings
Investment Plan (the "Plan"), effective as of July 1, 1992, as
follows:
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ARTICLE I
---------
INTRODUCTION AND PURPOSE
------------------------
A. The Plan originally was made effective as of January 1,
1988.
B. Effective , 19 , the Plan accepted a spin-
-------- ---
off of assets and liabilities from The Coca-Cola Company Thrift
Plan (the "Thrift Plan"), in which many of the originally
eligible Employees had been participating.
C. Effective July 1, 1992, the Johnston Coca-Cola Bottling
Group, Inc. Matched Employee Savings and Investment Plan (the
"Johnston Plan") shall be merged with this Plan, which is renamed
the Coca-Cola Enterprises Inc. Matched Employee Savings and
Investment Plan, as set forth herein. Each Covered Employee who
was a participant in the Johnston Plan on June 30, 1992 shall be
a Participant in this Plan on July 1, 1992.
D. Except as may be hereinafter specifically provided,
this amendment and restatement of the Plan shall not affect the
rights or benefits of any Employee who terminated employment
before July 1, 1992. Except as may be hereinafter specifically
provided, the rights and benefits of all such persons shall be
determined in accordance with the provisions of the Prior Plan
Statements.
E. The primary purpose of the Plan is to provide eligible
Employees of the Controlling Company and its participating
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Affiliates with an opportunity to accumulate savings in a tax-
effective manner. The Plan also is designed to afford eligible
Employees an opportunity to invest their savings in the common
stock of the Controlling Company, so that they may share in the
growth and prosperity of, and acquire a proprietary interest in,
the Controlling Company.
F. The Controlling Company intends that the Plan be a
profit sharing plan qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that
it satisfy the requirements of Code Section 401(k) and the
regulations promulgated thereunder.
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ARTICLE II
----------
DEFINITIONS
-----------
As herein used:
(1) "Account" shall mean the aggregate of all subaccounts
maintained by the Administrative Committee for purposes of
determining a Participant's or Beneficiary's interest in the
Trust Fund and shall include the Pre-Tax Contribution Account,
the Matching Contribution Account, the Supplemental Company
Contribution Account, the After-Tax Contribution Account and the
Rollover Account.
(2) "Active Participant" shall mean, for any Plan Year, any
Participant who is an Employee during such Plan Year.
(3) "Administrative Committee" shall mean the committee
appointed to administer the Plan pursuant to Article VII.
(4) "Affiliate" shall have the meaning set forth in
subsection (a) or (b), as follows:
(a) Expect as provided in subsection (b), "Affiliate"
shall mean, as of any date, (i) a Participating
Company and (ii) any company, person or
organization which, on such date, (A) is a member
of the same controlled group of corporations
[within the meaning of Code Section 414(b)] as is
a Participating Company; (b) is a trade or
business (whether or not incorporated) which
controls, is controlled by or is under common
control with [within the meaning of Code Section
414(c)] a Participating Company; (C) is a member
of an affiliated service group [as defined in Code
Section 414(m)] which includes a Participating
Company; or (D) is required to be aggregated with
a Participating Company pursuant to regulations
promulgated under Code Section 414(o); provided,
solely for purposes of Article IV.F.2, the term
"Affiliate" as defined in this section shall be
deemed to include corporations that would be
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Affiliates if the phrase "more than 50 percent"
were substituted for the phrase "at least 80
percent" in each place the latter phrase appears
in Code Section 1563(a)(1).
(b) Solely for purposes of determining "Hours of
Service" pursuant to Article II(29), "Affiliate"
shall mean any company described in subsection (a)
and The Coca-Cola Company and its affiliates.
(5) "After-Tax Contribution Account" shall mean the
subaccount established under Article IV.A to which are credited a
Participant's After-Tax Contributions under Article IV.C, as
adjusted by such amounts properly credited or debited to it under
Article V.B.
(6) "After-Tax Contributions" shall mean the amounts paid
by a Participating Company to the Trust Fund at the election of
Participants, all pursuant to the terms of Article IV.C.
(7) "Annual Addition" shall mean the sum of the amounts
described in Article IV.F.2.
(8) "Beneficiary" shall mean the person or persons, who, in
accordance with the Participant's written nomination of
Beneficiary filed with the Administrative Committee as provided
in Article X.C, are entitled to receive any amount of benefit in
case of the Participant's death.
(9) "Board" or "Board of Directors" shall mean the Board of
Directors of the Controlling Company.
(10) "Break in Service" shall mean an Employee's employment
anniversary year during which the Employee receives credit for no
Hours of Service, provided the Employee's service has been
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terminated at the end of such period, subject to the following
additional provisions:
(a) An Employee's absence from service by reasons of
leave of absence granted by an Affiliate because
of illness, military service, or for any other
reason, shall not terminate the Employee's
service, provided the Employee returns to active
employment with the Affiliate within the time
specified in the Employee's leave, or if not
specified therein, within the time which accords
with the Affiliate's policy with respect to
permitted absences. If the Employee does not
return to active employment with an Affiliate
within the time herein-above prescribed, the
Employee's employment shall be considered
terminated, for all purposes of the Plan, as of
the date on which such Employee's leave began.
(b) The Employee's absence from service because of
engagement in military service shall be considered
a leave of absence granted by an Affiliate and
shall not terminate the Employee's service if the
Employee returns to active employment within the
period of time during which the Employee has
reemployment rights under any applicable federal
law.
(c) Notwithstanding the above, if a Participant begins
an absence for maternity or paternity reasons
after December 31, 1984, such Participant shall be
credited with one Hour of Service either in the
employment anniversary year such absence began or
in the following employment anniversary year,
whichever is appropriate to prevent the occurrence
of Break in Service. An absence from work for
maternity or paternity reasons means an absence
due to (1) the pregnancy of the Participant, (2)
the birth of a child of the Participant, (3) the
placement of a child in connection with the
adoption of the child by the Participant, or (4)
caring for such child immediately following the
birth or placement for adoption.
(d) Leaves of absence, as described above, shall be
granted in accordance with rules adopted by the
Affiliate and applied uniformly to all who are
similarly situated.
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(11) "Coca-Cola Stock" shall mean, collectively, the common
stock of The Coca-Cola Company.
(12) "Coca-Cola Stock Fund" shall mean a subfund of the
Trust Fund established pursuant to Article V.A.1. and intended to
primarily hold and retain Coca-Cola Stock.
(13) "Code" shall mean the Internal Revenue Code of 1986, as
heretofore or hereafter amended or supplemented, or as superseded
by laws of similar effect, together with regulations and rulings
issued pursuant thereto.
(14) "Company Contributions" shall mean Pre-Tax, Matching
and Supplemental Company Contributions.
(15) "Company Stock" shall mean the common stock of the
Controlling Company.
(16) "Company Stock Fund" shall mean a subfund of the Trust
Fund established pursuant to Article V.A.1. and intended to
invest primarily in Company Stock.
(17) "Compensation" shall mean, for a Plan Year with respect
to a Participant while he is an Active Participant, the total of:
(a) all Pre-Tax Contributions made to the Plan (and
all similar salary reduction contributions made to
other Section 401(k) and Section 125 plans of a
Participating Company) on behalf of the
Participant for such period; plus
(b) the actual compensation paid or made available to
the Participant (while an Active Participant) by
Participating Companies, as reported on Internal
Revenue Service Form W-2 for the applicable Plan
Year, including base pay, overtime, overtime
premium, shift premium, commissions, bonuses,
short term disability benefits, and the value of
incentives paid pursuant to the terms of a formal,
announced arrangement, but specifically excluding
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amounts paid for relocation expenses, taxable
income from excess group life insurance,
discriminatory welfare plans and stock option
transactions, tuition reimbursements, severance
pay, income attributable to fringe benefits
provided by a Participating Company, worker's
compensation benefits, long term disability
benefits (whether or not insured), travel premium
pay, and any other, similar nonperiodic
compensation otherwise reportable for federal
income tax purposes.
Compensation shall exclude amounts in excess of $200,000 per year
(or such higher amount as may be permitted under Code Section
401(a)(17) for the applicable Plan Year).
(18) "Contributions" shall mean, individually or
collectively, the Pre-Tax, After-Tax, Matching, Supplemental
Company, Rollover and Transfer Contributions permitted under the
Plan.
(19) "Controlling Company" shall mean Coca-Cola Enterprises
Inc., a Delaware corporation with its principal office in
Atlanta, Georgia, and its successors which adopt the Plan.
(20) "Covered Employee" shall mean an Employee who is
regularly scheduled to work at least 30 Hours of Service per week
and is not:
(a) A "leased employee" within the meaning of Code
Section 414(n);
(b) A member of a collective bargaining unit; except
that, if (i) on the effective date as of which a
Participating Company becomes a Participating
Company, the Participating Company is a party to a
collective bargaining agreement with a collective
bargaining unit, (ii) the terms of such collective
bargaining agreement require that some or all of
the members of such unit who are or become
employed by such Participating Company be eligible
for participation in a qualified retirement plan
maintained by such Participating Company, and
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(iii) the Plan is a successor plan to such
qualified retirement plan maintained by such
Participating Company (so that it replaces such
qualified retirement plan as the plan for
providing benefits to the collective bargaining
unit employees), then the collective bargaining
unit employees who are, or in the future could
have become, eligible for the predecessor
qualified retirement plan pursuant to the terms of
the collective bargaining agreement (or any
successor agreement) shall be Covered Employees.
The names and job locations of the collective
bargaining units which have agreements which
require coverage of some or all of their members
under the Plan, the names and locations of the
Participating Companies which are parties to those
agreements and a description of the members of
those units who must be granted coverage under the
Plan are listed on Schedule D of the Plan; or
(c) An Employee described on Schedule E to the Plan as
an Employee who is not a Covered Employee.
(21) "Disability" shall mean the complete inability of a
Participant to perform the material duties of any gainful
occupation or employment for wage or profit as a result of bodily
injury or disease, either occupational or non-occupational in
cause. In lieu of medical evidence, the Administrative Committee
may accept as proof of the Participant's disability proof of
eligibility for disability benefits under the Federal Social
Security Act as now enacted or as it shall hereafter be amended.
Disability shall be deemed to have occurred on the date the
Participant became disabled, provided such Participant delivers
satisfactory proof of such disability within a reasonable period
of time as prescribed by the Administrative Committee.
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(22) "Effective Date" shall mean July 1, 1992, the effective
date of this amendment and restatment of the Plan. The effective
date of the Plan was July 1, 1988.
(23) "Employee" shall mean a person who is a common law
employee of a Participating Company.
(24) "Entry Date" shall mean the first day of a pay period.
With respect to the Employees of any company which becomes a
Participating Company, Entry Date shall mean the effective date
of such company's participation in the Plan, as determined by the
Administrative Committee in accordance with Article IX.D.
(25) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
(26) "50/50 Fund" shall mean a subfund of the Trust Fund
established pursuant to Article V.A.1 and intended to invest
primarily in Coca-Cola Stock and Company Stock such that fifty
cents of each dollar contributed to such subfund shall be used to
purchase each type of shares.
(27) "Gross Compensation" shall mean, for any Plan Year with
respect to an employee of an Affiliate, such employee's Net
Compensation received from Affiliates for such Plan Year plus all
Pre-Tax Contributions made to this Plan and all other salary
reduction contributions made to a Code Section 401(k) or Code
Section 125 plan of an Affiliate on behalf of such employee for
such Plan Year. Gross Compensation shall exclude amounts in
excess of $200,000 per year (or such higher amount as may be
permitted under Code Section 401(a)(17) for such Plan Year).
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(28) "Highly Compensated Participant" shall mean any Covered
Employee who is described in paragraph (a) or paragraph (b)
below:
(a) At any time during the preceding Plan Year, the
Covered Employee:
(i) was a 5% owner of an Affiliate;
(ii) received Gross Compensation from Affiliates
in excess of $75,000 (or such higher amount
permitted under Section 414(q) of the Code);
(iii) received Gross Compensation from
Affiliates in excess of $50,000 (or such
higher amount permitted under Section
414(q) of the Code) and was in the "Top
Paid Group" as defined below; or
(iv) was an officer of an Affiliate whose
Gross Compensation was greater than 50%
of the maximum annual benefit amount in
effect under Code Section 415(b)(1)(A)
for such Plan Year. For purposes of
this subparagraph, no more than fifty
employees (or, if less, the greater of
three or ten percent of the employees)
shall be treated as officers. If no
officer received Gross Compensation in
excess of 50% of the annual benefit
limit, the highest paid officer shall be
considered to satisfy this criterion.
(b) At any time during the current Plan Year, the
Covered Employee:
(i) was a 5% owner of an Affiliate; or
(ii) is described in (a)(ii), (a)(iii), or (a)(iv)
above and was among the group of one hundred
employees receiving the greatest amount of
Gross Compensation from Affiliates.
(c) A former Employee is also considered a Highly
Compensated Participant if the former Employee was
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a Highly Compensated Participant at the time of
termination or any time after age 55.
(d) The "Top Paid Group" consists of the top 20% of
employees when ranked on the basis of Gross
Compensation received from Affiliates during the
Plan Year. To determine the number of Employees
to include in the Top Paid Group, the following
employees are excluded:
(i) Those with less than six months of
service;
(ii) Those who work less than 17-1/2 hours
per week;
(iii) Those who normally work less than six
months per year;
(iv) Those who are covered by a collectively
bargained agreement;
(v) Those under age 21; and
(vi) Those who are non-resident aliens without
U.S. compensation.
(29) "Hour(s) of Service" shall mean:
(a) Each hour for which an Employee is directly or
indirectly paid or entitled to payment by an
Affiliate for the performance of duties. These
hours shall be credited to the Employee for the
Plan Year or Years in which the duties are
performed; and
(b) Each hour (up to a maximum of 501 hours in a Plan
Year) for which the Employee is directly or
indirectly paid or entitled to payment by an
Affiliate for reasons (such as vacation, sickness
or disability) other than for the performance of
duties. These hours shall be credited to the
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Employee for the Plan Year or Years in which
payment is made or amounts payable to the Employee
become due; and
(c) Each hour for which back pay, irrespective of
mitigation of damage, has been either awarded or
agreed to by an Affiliate. These hours shall be
credited to the Employee for the Plan Year or
Years to which the award or agreement pertains
rather than the Plan Year in which the award,
agreement or payment was made.
(d) With respect to paragraphs (b) and (c) above, no
credit shall be given:
(i) On account of payments made or due under a
plan maintained solely for the purpose of
complying with applicable workers'
compensation, unemployment compensation or
disability insurance laws; or
(ii) For payments which solely reimburse an
Employee for medical or medically related
expenses incurred by the Employee.
(e) The rules concerning Hours of Service contained in
paragraphs (b) and (c) of Regulation 2530.200b-2
issued by the Department of Labor are incorporated
into the Plan by reference and shall be applied in
a uniform and nondiscriminatory manner.
(30) "Investment Fund" shall mean the Coca-Cola Stock Fund,
the Company Stock Fund, the 50/50 Fund and any other subfund of
the Trust Fund established from time to time pursuant to Article
V.A.1.
(31) "Johnston Plan" shall mean the Johnston Coca-Cola
Bottling Group, Inc. Matched Employee Savings and Investment
Plan.
(32) "Limitation Year" shall mean the 12-month period ending
on each December 31, which shall be the "limitation year" for
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purposes of Code Section 415 and the regulations promulgated
thereunder.
(33) "Loan Account" shall mean an account established in
accordance with the provisions of Article VI.B.
(34) "Matching Contribution Account" shall mean the
subaccount established under Article IV.A to which are credited a
Participant's allocations of Matching Contributions made under
Article IV.B.2.b, as adjusted by such amounts properly credited
or debited to it under Article V.B.
(35) "Matching Contributions" shall mean the amounts paid by
each Participating Company to the Trust Fund as a match to
Participants' Pre-Tax Contributions, all pursuant to the terms of
Article IV.B.2.b.
(36) "Net Compensation" shall mean, with respect to a
Participant for a specified period, such Participant's wages,
salaries, fees for professional services and other amounts
received for personal services actually rendered in the course of
employment with a Participating Company to the extent that the
amounts are includable in gross income (including, but not
limited to, commissions paid to salesmen, compensation for
services paid on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a
nonaccountable plan); provided, the term "Compensation" shall not
include amounts described in subsections (a), (b), (c), or (d) as
follows:
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(a) Contributions made by a Participating Company to a
plan of deferred compensation to the extent that,
before the application of the Code Section 415
limitations to that plan, the contributions are
not includable in the gross income of the
Participant for the taxable year in which
contributed. In addition, Participating Company
contributions made on behalf of a Participant to a
simplified employee pension plan described in Code
Section 401(k) are not considered as Net
Compensation for the taxable year in which
contributed. Additionally, any distributions from
a plan of deferred compensation are not considered
as Net Compensation, regardless of whether such
amounts are includable in the gross income of the
Participant when distributed.
(b) Amounts realized pursuant to Code Section 83 and
the regulations thereunder from the exercise of a
nonqualified stock option or when restricted stock
(or property) held by a Participant either becomes
freely transferable or is no longer subject to a
substantial risk of forfeiture.
(c) Amounts realized from the sale, exchange or other
disposition of stock are required under a
qualified stock option.
(d) Other amounts which receive special tax benefits,
such as premiums for group term life insurance
(but only to the extent that the premiums are not
includable in the gross income of a Participant),
or contributions made by a Participating Company
(whether or not under a salary reduction agreement
towards the purchase of an annuity contract
described in Code Section 403(b) (whether or not
the contributions are excludable from the gross
income of the Participant).
Net Compensation shall exclude amounts in excess of $200,000 per
year (or such higher amount as may be permitted under Code
Section 401(a)(17) for the applicable Plan Year).
(37) "Normal Retirement Age" shall mean age 65.
(38) "Participant" shall mean any person who has been
admitted to, and has not been removed from, participation in the
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Plan pursuant to the provisions of Article II. "Participant"
shall include Active Participants and former Employees who have
an Account under the Plan.
(39) "Participating Company" shall mean all companies which
have adopted or hereafter may adopt the Plan for the benefit of
their employees and which continue to participate in the Plan,
all as provided in Article IX.D.
(40) "Plan" shall mean the Coca-Cola Enterprises Inc.
Matched Employee Savings and Investment Plan (formerly Coca-Cola
Enterprises Inc. Savings Investment Plan), as amended and
restated herein, together with any and all amendments or
supplements thereto.
(41) "Plan Year" shall mean the twelve-month period from
January 1 to the following December 31.
(42) "Pre-Tax Contribution Account" shall mean the
subaccount established under Article IV.A to which are credited a
Participant's allocations of Pre-Tax Contributions made under
Article IV.B.1 and Article IV.B.2.a, as adjusted by such amounts
properly credited or debited to it under Article V.B.
(43) "Pre-Tax Contributions" shall mean the amounts paid by
each Participating Company to the Trust Fund at the election of
Participants, pursuant to the terms of Article IV.B.1 and Article
IV.B.2.a.
(44) "Prior Plan Statements" shall mean the documents
entitled "Coca-Cola Enterprises Inc. Savings Investment Plan" and
"Johnston Coca-Cola Bottling Group, Inc. Matched Employee Savings
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and Investment Plan" pursuant to which the Plan and the Johnston
Plan, respectively, were established and administered until July
1, 1992.
(45) "Rollover Account" shall mean the subaccount
established under Article IV.A to which are credited an
Employee's Rollover Contributions made under Article IV.E., as
adjusted by such amounts properly credited or debited to it under
Article V.B.
(46) "Rollover Contributions" shall mean the amounts paid to
the Trust Fund by Employees pursuant to the terms of Article
IV.E.1. An amount shall be treated as a Rollover Contribution if
and only if such amount constitutes:
(a) The balance to the credit of an Employee in a
qualified employees' trust or annuity plan paid to
the Employee in one or more distributions which
qualify for treatment as a rollover amount under
Section 402(a)(5) of the Code, or
(b) The entire amount (including money and any other
property) in an Individual Retirement Account or
Individual Retirement Annuity (as defined in
Section 408 of the Code) maintained for the
benefit of the Employee making the Rollover
Contribution, which amount has been distributed
from such Individual Retirement Account or
Individual Retirement Annuity. Such amount shall
constitute a Rollover Contribution only if the
amount in such Individual Retirement Account or
Individual Retirement Annuity is solely
attributable to a rollover from either a trust
described in Section 401(a) of the Code or an
annuity plan described in Section 403(a) of the
Code, plus the earnings thereon.
(c) The term Rollover Contribution does not include
any amount which is attributable to a distribution
from a trust or annuity plan if the recipient of
the distribution was an employee within the
meaning of Section 401(c)(1) of the Code at the
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time contributions to such trust or annuity plan
were made on the recipient's behalf, nor does it
include any amount which would cause the Plan to
be considered a "transferee plan" within the
meaning of Code Section 401(a)(11).
(47) "Supplemental Company Contribution Account" shall mean
the subaccount established under Article IV.A to which are
credited a Participant's allocations of Supplemental Company
Contributions made under Article IV.B.2.c, as adjusted by such
amounts properly credited or debited to it under Article V.B.
(48) "Supplemental Company Contributions" shall mean the
amounts paid to the Trust Fund by each Participating Company
pursuant to the terms of Article IV.B.2.c.
(49) "The Coca-Cola Company" means The Coca-Cola Company, a
Delaware corporation with its principal office in Atlanta,
Georgia.
(50) "Thrift Plan" shall mean The Coca-Cola Company Thrift
Plan.
(51) "Transfer Contributions" shall mean amounts which are
received either (i) by a direct trustee-to-trustee transfer or
(ii) as part of a spin-off, merger or other similar event by the
Trustee from the trustee or custodian of another qualified
retirement plan and held in the Trust Fund on behalf of a
Participant pursuant to the terms of Article IV.E.2.
(52) "Trust Agreement" shall mean the agreement as amended,
substituted or replaced from time to time, entered into between
the Controlling Company and the Trustee, under which
-17-
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contributions shall be received, held, invested and disbursed for
the purposes of the Plan.
(53) "Trustee(s)" shall mean the person(s) or corporation(s)
accepting the appointment of Trustee(s) under the Trust Agreement
and acting as such, including any successor Trustee or Trustees.
(54) "Trust Fund" shall mean all assets of every kind and
nature, both principal and income, held and administered by the
Trustee in accordance with the terms of the Trust Agreement.
(55) "Valuation Date" shall mean any date upon which a
valuation of the Trust Fund is to be made. Such valuation shall
be made as of the last day of each calendar month and such other
times as the Controlling Company may determine.
(56) "Year of Service" shall mean a twelve-consecutive-month
period beginning with an Employee's date of employment with an
Affiliate. All Years of Service shall be aggregated regardless
of any Breaks in Service.
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ARTICLE III
-----------
COVERAGE
--------
A. PARTICIPATION
-------------
1. Each Covered Employee who was a Participant in this
Plan or a participant in the Johnston Plan on June 30, 1992 shall
be a Participant in the Plan on and after July 1, 1992.
2. Each other Covered Employee shall become a Participant
on the date of his employment as a Covered Employee, at which
time the Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative
Committee, to begin Pre-Tax Contributions and After-Tax
Contributions (subject to the limitations of Articles IV.B and
IV.C) as of the next Entry Date.
3. If a Participant does not elect to begin Pre-Tax
Contributions or After-Tax Contributions when first eligible to
do so, the Participant may make such an election in accordance
with Article IV.D.
B. TERMINATION AND REEMPLOYMENT
----------------------------
A Participant who is reemployed either before incurring or
following a Break in Service shall again become a Participant on
the date of his reemployment as a Covered Employee, at which time
the Participant may elect to begin Pre-Tax Contributions and
After-Tax Contributions as provided in Article III.A.
C. CHANGE IN EMPLOYMENT STATUS
---------------------------
1. In the event a Participant's regular work schedule or
employment status changes so that the Participant is no longer a
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Covered Employee, such Participant shall no longer be eligible to
make Pre-Tax Contributions or After-Contributions as of the date
of such change. However, such Participant's Account shall remain
under this Plan until there is a severance of the employment
relationship with all Affiliates, except as provided in Article
III.C.4.
2. In the event an Employee who was not a Covered Employee
has a change in work schedule or employment status such that the
Employee becomes a Covered Employee, such Covered Employee shall
immediately become a Participant in the Plan and may elect to
begin Pre-Tax Contributions and After-Tax Contributions as
provided in Article III.A.
3. In the event an Employee transfers from union employee
status to an employment status which qualifies such Employee as a
Covered Employee, or transfers from an Affiliate which is not a
Participating Company to a Participating Company, and such
Covered Employee had an account balance under any other defined
contribution plan sponsored by an Affiliate which is qualified
under Section 401(a) of the Code, such Employee may elect to have
such account balance transferred directly to this Plan, provided
the account is 100% Vested and provided such transfer would not
cause this Plan to become a "transferee plan" within the meaning
of Code Section 401(a)(11).
4. In the event a Participant transfers to union employee
status, or to an Affiliate which is not a Participating Company,
and such Participant becomes eligible for participation under any
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other defined contribution plan sponsored by an Affiliate which
is qualified under Section 401(a) of the Code, such Participant
may elect to have the Participant's Account under this Plan
transferred to such other plan, provided the Account is 100%
Vested. If the Participant has an After-Tax Contribution Account
under this Plan and there is no corresponding account under the
other defined contribution plan, the Participant's Account under
this Plan may not be transferred.
5. To the extent any transfer occurs between plans under
the rules set forth above, the amounts transferred to the
receiving plan shall be maintained in accounts with similar
characteristics (as regards withdrawals while employed, loans,
and other such characteristics) to the accounts under the plan
from which the amounts were transferred.
6. Any such transfers as described above shall occur at
such time as the Administrative Committee, in its sole
discretion, shall determine, but in no event more than one year
after an election shall have been filed.
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ARTICLE IV
----------
ACCOUNTS AND CONTRIBUTIONS
--------------------------
A. ACCOUNTS
--------
1. Each Participant shall have a separate and individual
Account established on such Participant's behalf under this Plan.
A Participant's Account shall be comprised of such Participant's
Pre-Tax Contribution Account, Matching Contribution Account,
Supplemental Company Contribution Account, After-Tax Contribution
Account and Rollover Account, as applicable.
2. Company Contributions, Employee contributions,
investment income, and investment gains and losses shall be
determined according to the provisions of this Article IV and
Article V. The separate Account for each Participant shall be
primarily for accounting purposes and shall not restrict the
Trustees in managing and operating the Trust Fund as a single
fund except as specified in Article V.
B. COMPANY CONTRIBUTIONS
---------------------
1. Pre-Tax Contribution Elections
------------------------------
An Active Participant may elect, in accordance with
uniform and nondiscriminatory procedures adopted by the
Administrative Committee, a Compensation reduction in any one
percent increment, but in no case in an amount in excess of the
amount permitted according to the table below when considered
together with any After-Tax Contribution election made by the
Active Participant under Article IV.C:
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Pre-Tax After-Tax
Contributions Contributions
------------- -------------
0% to 9% 10%
10% 9%
11% 8%
12% 7%
13% 5%
14% 4%
15% 3%
16% 2%
17% 0%
The percentage elected shall be referred to as the "Pre-Tax
Contribution" and shall automatically apply to all Compensation
as from time to time adjusted.
2. Company Contributions and Allocations
-------------------------------------
a. Pre-Tax Contributions:
---------------------
(i) Subject to the limitations set forth in
Article IV.B.3 and IV.F, each
Participating Company shall contribute
to the Trust Fund on behalf of its
Covered Employees an amount equal to
Participants' Pre-Tax Contributions as
set forth in Article IV.B.1.
(ii) A Participant's Pre-Tax Contributions
shall be allocated to such Participant's
Pre-Tax Contribution Account.
(iii) Pre-Tax Contributions shall be paid to
the Trust Fund as soon as
administratively possible, but in no
event lather than ninety days, following
the end of the payroll period in which
the Participant would have otherwise
received the Compensation with respect
to which such contribution is made.
b. Matching Contributions:
----------------------
(i) Subject to the limitations set forth in
Articles IV.B and IV.F, each
Participating Company shall contribute
to the Trust Fund on behalf of each of
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its Covered Employees who is a
Participant for whom a Pre-Tax
Contribution is being made pursuant to
Article IV.B.2.a. an amount equal to
one-half of such Pre-Tax Contribution
that is not in excess of six percent of
the Participant's Compensation. Such
contributions shall be referred to as
"Matching Contributions."
(ii) To the extent no Pre-Tax Contribution is
being made at a particular time, no
Matching Contribution shall be made for
the corresponding period.
(iii) A Participant's Matching Contributions
shall be allocated to such Participant's
Matching Contribution Account.
(iv) Matching Contributions shall be paid to
the Trust Fund at the same time as the
Pre-Tax Contributions to be matched are
paid as set forth in Article IV.B.2.a.
c. Supplemental Company Contributions
----------------------------------
(i) To the extent and in such amounts as the
Administrative Committee, in its sole
discretion, deems desirable or helpful
as a method to help satisfy the
nondiscrimination tests described in
Article IV.F.4 for any Plan Year and
subject to the requirements and
limitations set forth in Article IV.F.4,
each Participating Company shall make a
Supplemental Company Contribution for
such Plan Year.
(ii) A Participating Company's Supplemental
Company Contribution for a Plan Year
shall be allocated as of the last day of
such Plan Year to the Supplemental
Company Contribution Accounts of those
Active Participants who are Covered
Employees of such Participating Company
as of such day and who are not Highly
Compensated Participants for such Plan
Year in such a manner that each such
Active Participant receives the same
dollar amount of allocation.
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(iii) Supplemental Company Contributions shall
be made to the Trust Fund on or before
the last day for filing the
Participating Company's federal income
tax return for the tax year to which
such contributions relate, including any
extensions of time granted for such
filing.
3. Adjustment of Contributions
---------------------------
Notwithstanding the preceding provisions of this
section, to the extent deemed necessary by the Administrative
Committee in order to maintain the tax-qualified status of the
Plan under the rules set forth in Section 401(k) and Section
401(m) of the Code, the amount of Company Contributions made to
the Trust Fund by a Participating Company and allocated to a
Participant's Account may be reduced as set forth in Article
IV.F.4.
4. Participating Company to Certify Contributions
----------------------------------------------
Each Participating Company shall certify to the
Trustees the amount of its contributions to the Trust Fund, and
such Participating Company's certificate shall be conclusive. In
the event that a Participating Company is unable to determine the
correct amount of its contribution within the time required for
payment under the provisions of the Code or the applicable
regulations and rulings, then it shall pay an estimated amount.
Any deficiency shall be paid as soon as determined.
5. Contributions Irrevocable
-------------------------
Company Contributions made by a Participating Company
to the Trust Fund shall be irrevocable except to the extent
permitted by ERISA or the Code for reasons of mistake of fact,
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disallowance of all or part of a contribution as a deduction
under the Code, or correction of the amount of contribution to
avoid excise tax under the Code. All Company Contributions to
the Trust Fund are made expressly conditional upon their
deductibility for federal income tax purposes. The return of
Company Contributions due to mistake of fact shall be within one
year of the original contribution deposit. The return of Company
Contributions due to disallowance as a deduction shall occur
within one year of the disallowance. The return of Company
Contributions due to correction to avoid excise tax shall occur
within one year of the notice of such tax. All contributions to
and assets of the Trust Fund shall be for the exclusive benefit
of the Participants and their Beneficiaries; provided, however,
assets of the Trust Fund may be used to defray reasonable
expenses of administering the Plan and Trust if not paid by the
Participating Companies.
6. Form of Contributions
---------------------
All Company Contributions may be paid to the Trustee in
the form of cash or Company Stock or a combination thereof, as
the Controlling Company or Administrative Committee may determine
from time to time.
C. AFTER-TAX CONTRIBUTIONS
-----------------------
1. An Active Participant may elect, in accordance with
uniform and nondiscriminatory procedures adopted by the
Administrative Committee, to make After-Tax Contributions to the
Trust Fund in any one percent increment, but in no case in an
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amount in excess of the amount permitted according to the table
below when considered together with any Pre-Tax Contribution
election made by the Participant under Article IV.B.1 and in no
case in an amount which would exceed the limits set forth in
Article IV.F:
Pre-Tax After-Tax
Contributions Contributions
------------- -------------
0% to 9% 10%
10% 9%
11% 8%
12% 7%
13% 5%
14% 4%
15% 3%
16% 2%
17% 0%
The percentage elected shall automatically apply to all
Compensation as from time to time adjusted.
2. A Participant's After-Tax Contributions shall be
allocated to such Participant's After-Tax Contribution Account.
3. Any After-Tax Contribution so elected shall be withheld
from the Participant's Compensation each payroll period. After-
Tax Contributions shall be paid to the Trust Fund as soon as
administratively possible, but in no event later than ninety
days, following the end of the payroll period in which they were
withheld.
D. CHANGES IN CONTRIBUTIONS
------------------------
1. A Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative
Committee, to change the rate of Pre-Tax Contributions (as
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described in Article IV.B) or After-Tax Contributions (as
described in Article IV.C). Changes shall be allowed as of the
first day of any calendar month following receipt by the
Administrative Committee of the Participant's election notice.
2. A Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative
Committee, to suspend all Pre-Tax Contributions or After-Tax
Contributions at any time. The suspension shall be effective on
the first day of the payroll period following receipt by the
Administrative Committee of the Participant's election notice.
3. A Participant who suspends all Pre-Tax Contributions or
After-Tax Contributions may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative
Committee, to begin them again, effective as of the first day of
any calendar month following fifteen days' notice to the
Administrative Committee.
E. ROLLOVERS AND TRANSFERS BETWEEN PLANS
-------------------------------------
1. Rollover Contributions.
----------------------
a. An Employee may make a written request to the
Administrative Committee that he be entitled to
contribute, or cause to be contributed, to the
Trust Fund as a Rollover Contribution property
which is received by such Employee or to which
such Employee is entitled. Such written request
shall contain information concerning the type of
property constituting the proposed Rollover
Contribution and a statement, satisfactory to the
Administrative Committee, that the property
constitutes a Rollover Contribution.
b. Subject to the terms of the Plan and the Code
(including regulations and rulings promulgated
thereunder), the Administrative Committee, in its
sole discretion, may permit such a Rollover
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contribution to be accepted by the Trustee and
deposited into the Trust Fund within sixty days of
the date such amount became available to the
Employee. Unless the Administrative Committee
permits otherwise, all Rollover Contributions
shall be made in cash.
c. A Rollover Account shall be established under the
Plan for an Employee making a Rollover
Contribution, and the Rollover Contribution shall
be allocated to such Rollover Account.
2. Transfer Contributions.
----------------------
a. Direct Transfers Permitted. The Administrative
--------------------------
Committee, in its sole discretion, shall permit
direct trustee-to-trustee transfers of assets and
liabilities to the Plan as a Transfer Contribution
on behalf of a Participant. However, in no event
shall an amount be accepted as a Transfer
Contribution on behalf of a Participant if such
amount would cause the Plan to be considered a
"transferee plan" within the meaning of Code
Section 401(a)(11).
b. Mergers and "Spin-offs Permitted. The
--------------------------------
Administrative Committee, in its sole discretion,
shall permit other qualified retirement plans to
transfer assets and liabilities to the Plan as
part of merger, spin-off or similar transactions.
Any such transfer shall be made in accordance with
the terms of the Code and subject to such rules
and requirements as the Administrative Committee
may deem appropriate. The special terms or
conditions pertaining to the spin-off from the
Thrift Plan and the merger of the Johnston Plan
are set forth in Articles IV.E.3 and IV.E.4,
respectively. Notwithstanding anything herein to
the contrary, in no event shall such a transfer be
accepted if the transferring plan is subject to
the requirement of providing a qualified joint and
survivor annuity under Code Section 401(a)(11).
3. Spin-off from The Coca-Cola Company Thrift Plan.
-----------------------------------------------
a. Spin-off and Transfer. Certain of the
---------------------
Participating Companies participated in the Thrift
Plan, and, correspondingly, certain of the
Participants had accounts under that plan.
Effective , 19 , the assets and
liabilities under the Thrift Plan attributable to
Participants were spun-off and, except for
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accounts maintained with respect to contributions
made under the tax credit employee stock ownership
portion of the Thrift Plan, transferred to the
Plan and Trust Fund.
b. Transfer Accounts. Separate transfer accounts and
-----------------
subaccounts were established hereunder to account
for the amounts received from the respective
subaccounts of Participants under the Thrift Plan.
Effective July 1, 1992, each such transfer
subaccount of such a Participant shall be combined
with his Pre-Tax Contribution Account, Matching
Contribution Account, Supplemental Company
Contribution Account, or After-Tax Contribution
Account, as appropriate, and all transfer accounts
shall cease to exist.
c. Investments in Coca-Cola Stock. The Coca-Cola
------------------------------
Stock Fund was established hereunder to receive
and hold the shares of Coca-Cola Stock transferred
to Participants' Accounts from the Thrift Plan,
unless and until a Participant elected or elects
otherwise. No investment transfers by
Participants were or shall be allowed into the
Coca-Cola Stock Fund. Effective July 1, 1992, the
Coca-Cola Stock Fund shall be merged with the
investment fund of like kind under the Johnston
Plan.
4. Merger of Johnston Coca-Cola Bottling Group, Inc.
-------------------------------------------------
Matched Employee Savings and Investment Plan
--------------------------------------------
a. Merger and Transfer. Certain of the Participating
-------------------
Companies participated in the Johnston Plan, and,
correspondingly, certain of the Participants have
accounts under that plan. Effective July 1, 1992,
the Johnston Plan shall be merged with this Plan,
and the assets and liabilities under the Johnston
Plan shall be transferred to the Plan and Trust
Fund.
b. Investment Elections. Each Covered Employee who
--------------------
was a participant in the Johnston Plan on June 30,
1992 shall be permitted to elect, in accordance
with and subject to the limitations of Article
V.A.3, the percentage of his Account which shall
be invested in each Investment Fund as of July 1,
1992.
c. Investments in Coca-Cola Stock. Effective July 1,
------------------------------
1992, the investment fund under the Johnston Plan
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holding Coca-Cola Stock shall be merged into the
Coca-Cola Stock Fund.
5. Spin-offs to Other Plans
------------------------
The Administrative Committee, in its sole discretion, may
cause the Plan to transfer to another qualified retirement plan
(as part of a spin-off or similar transaction) assets and
liabilities maintained under the Plan. Any such transfer shall
be made in accordance with the terms of the Code and subject to
such rules and requirements as the Administrative Committee may
deem appropriate. Upon the effectiveness of any such transfer,
the Plan and Trust shall have no further responsibility or
liability with respect to the transferred assets and liabilities.
F. LIMITATIONS
-----------
1. Limitation of Pre-Tax Contributions
-----------------------------------
Notwithstanding any other provisions of this Plan to
the contrary, the total Pre-Tax Contributions made by a
Participant to this Plan and any other plan required to be
aggregated under Section 402(g) of the Code in which the
Participant participated during the Participant's taxable year
may not exceed $7,000 (or such higher amount as may be
established under Section 402(g) of the Code) for such taxable
year. In the event this limit is exceeded with respect to any
Participant, the Participant must notify by March 1 following the
close of the Participant's taxable year, either the Participating
Company or the employer sponsoring any other affected plan (at
the Participant's discretion), of the Excess Deferrals. "Excess
Deferrals" are the Participant's Pre-Tax Contributions to this
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Plan and any other affected plan in excess of the $7,000 limit.
The excess amount shall be eliminated by returning to such
Participant to the extent necessary, such Participant's Pre-Tax
Contributions with investment gains attributable to such excess
no later than the April 15 following the close of such taxable
year. If any refunds have been made to reduce a Participant's
deferral percentage under Article IV.F.4, the amount to be
returned to the Participant under this Article IV.F.1 shall be
reduced by the amount previously distributed under Article
IV.F.4.
2. Limitation of Annual Additions
------------------------------
a. Notwithstanding any other provision of this Plan
to the contrary, the Annual Addition to a
Participant's Account (exclusive of Rollover
Amounts under Article IV.E) for any Limitation
Year shall not exceed the lesser of 25% of the
Participant's Net Compensation or $30,000 (or such
higher amount for the Limitation Year as may be
established by regulations under Section 415 of
the Code).
b. "Annual Addition" shall mean for any Participant
the sum for the Limitation Year to which the
allocation pertains (whether or not actually
contributed in such year) of:
(i) Contributions made by an Affiliate on
behalf of the Participant to this Plan
and to any other defined contribution
plan maintained by an Affiliate;
(ii) Forfeitures allocated to the Participant
under any defined contribution plan
maintained by an Affiliate;
(iii) A Participant's contributions (other
than Rollover Contributions) to any plan
maintained by an Affiliate; or
(iv) Amounts allocated, after March 31, 1984,
to an individual medical account, as
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defined in Section 415(l)(1) of the
Code, which is part of a defined benefit
plan maintained by an Affiliate, and
amounts derived from contributions paid
or accrued after December 31, 1985, in
taxable years ending after such date,
which are attributable to post-
retirement medical benefits allocated to
the separate account of a Key Employee
prior to separation from service, as
defined in Section 419A(d)(3), under a
welfare benefit fund, as defined in
Section 419(e), maintained by an
Affiliate.
c. In the event that (as a result of a reasonable
error in estimating a Participant's Net
Compensation or other limited facts and
circumstances which the Internal Revenue Service
finds to be applicable) an amount would otherwise
be allocated which would result in the Annual
Addition limitation being exceeded with respect to
any Participant, the excess amount shall be
eliminated by returning to such Participant, to
the extent necessary, first such Participant's
After-Tax Contributions, followed by such
Participant's Pre-Tax Contributions not subject to
match, and then such Participant's Pre-Tax
Contribution that is subject to match with
investment gains attributable to such
contributions.
3. Aggregation of Benefits from Defined Benefit and
------------------------------------------------
Defined Contribution Plans
--------------------------
a. After a Participant's benefits have been adjusted
(if necessary) to comply with Article IV.F.2, then
the following sum shall be computed in accordance
with the rules under Code Section 415(e):
(i) The Participant's projected annual benefit
under all defined benefit plans maintained by
Affiliates divided by the lesser of (A) 1.25
multiplied by the dollar limitation in effect
under Code Section 415(b)(1)(A) for such year
and (B) 1.4 multiplied by the dollar
limitation in effect under Code Section
415(b)(1)(B) for such year, plus
(ii) The sum of the Annual Additions to the
Participant's accounts under all defined
contribution plans maintained by Affiliates
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divided by the sum of the lesser of the
following amounts determined for such
Limitation Year and each prior Year of
Service; (A) 1.25 multiplied by the dollar
limitation in effect under Code Section
415(c)(1)(A) for such year, and (B) 1.40
multiplied by the maximum addition in effect
under Code Section 415(c)(1)(B) for such
year.
If the sum exceeds 1.0, the Participant's benefits
under the Group's defined benefit program(s) shall
be reduced until the sum does not exceed 1.0.
b. Notwithstanding the above, where this Plan and a
defined benefit plan of the Participating Company
which were in existence on May 6, 1986 are
aggregated for purposes of Code Section 415 (e),
an adjustment to the sum of the Annual Additions
to the Participant's Account shall be made in the
case where both plans satisfied the requirements
of Section 415 for the last limitation year
beginning before January 1, 1987, but the sum
described in Article IV.F.3.a exceeded 1.0, such
sum calculated as of the day immediately preceding
the first limitation year beginning after 1986.
Such adjustment shall be a reduction in the
numerator of the fraction described in Article
IV.F.3.a to the extent necessary to reduce the sum
to 1.0, such sum calculated as of the day
immediately preceding the first limitation year
beginning after 1986.
4. Limitations Due to Code Section 401(k) and Section 401(m)
---------------------------------------------------------
Contributions to a Participant's Pre-Tax Contribution
Account, Matching Contribution Account, After-Tax Contribution
Account, and, to the extent designated by the Administrative
Committee, Supplemental Company Contribution Account shall be
subjected to the tests described below. If necessary to satisfy
Section 401(k) and Section 401(m) of the Code, the excess the
Pre-Tax Contributions and/or the excess Matching Contributions
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and/or the excess After-Tax Contributions of a Highly Compensated
Participant shall be adjusted as described below:
a. (i) Each Plan Year a "deferral percentage" shall
be calculated for each Participant. The
deferral percentage is calculated by dividing
the amount of Pre-Tax Contributions plus, to
the extent designated by the Administrative
Committee, the amount of Supplemental Company
Contributions allocated to the Participant's
Account for such Plan Year by the
Participant's Gross Compensation for the Plan
Year.
(ii) Each Plan Year a "contribution percentage"
shall be calculated for each Participant.
The contribution percentage is calculated by
dividing the amount of Matching Contributions
plus the amount of After-Tax Contributions
plus, to the extent designated by the
Administrative Committee, the amount of
Supplemental Company Contributions allocated
to the Participant's Account for such Plan
Year by the Participant's Gross Compensation
for the Plan Year.
(iii) If an Employee is a family member of either a
5% owner or one of the top 10 (when ranked by
Gross Compensation paid by Affiliates) Highly
Compensated Participants, then the Highly
Compensated Participant family member and the
Employee shall be considered together as one
Participant, and the appropriate deferral
percentage or contribution percentage for the
combined Participant shall be equal to the
deferral percentage or contribution
percentage derived by adding together the
appropriate contributions and Gross
Compensation of both the Highly Compensated
Participant and the included family member.
A family member, with respect to any
Employee, is such Employee's spouse, lineal
ascendants or descendants, or the spouses of
any lineal ascendants or descendants. For
purposes of determining whether Gross
Compensation shall be limited to $200,000,
family members shall include only spouses and
lineal descendants under the age of 19 as of
the end of the Plan Year.
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b. (i) Each Plan Year the average deferral
percentage for Highly Compensated
Participants and the average deferral
percentage for Participants who are not
considered Highly Compensated shall be
calculated. The average deferral percentage
in each case is the average of the deferral
percentages calculated under (a) above for
each of the Employees who was a Participant
at any time during the Plan Year in the
particular group.
(ii) In addition, each Plan Year the average
contribution percentage for Highly
Compensated Participants and the average
contribution percentage for Participants who
are not considered Highly Compensated shall
be calculated. The average contribution
percentage in each case is the average of the
contribution percentages calculated under (a)
above for each of the Employees who was a
Participant at any time during the Plan Year
in the particular group.
c. (i) If the requirements of either subparagraph
(A) or (B) below are satisfied with respect
to the average deferral percentage, then no
further action is needed under this
paragraph:
(A) The average deferral percentage for Highly
Compensated Participants is not more than
1.25 times the average deferral percentage
for Participants who are not considered
Highly Compensated Participants.
(B) The excess of the average deferral percentage
for Highly Compensated Participants over the
average deferral percentage for Participants
who are not considered Highly Compensated
Participants is not more than two percentage
points, and the average deferral percentage
for Highly Compensated Participants is not
more than 2.0 times the average deferral
percentage for Participants who are not
considered Highly Compensated Participants .
If the requirements of subparagraphs (A) or (B)
above are not satisfied with respect to the
average deferral percentage, then the appropriate
Pre-Tax Contributions with respect to Highly
Compensated Participants shall be reduced,
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beginning with the contributions representing the
highest percent of Compensation, to the extent
necessary to meet the requirements of
subparagraphs (A) or (B).
(ii) An adjustment may be made before the end of
the Plan Year in the rate of Pre-Tax
contributions being deposited for any Highly
Compensated Participant. The amount of such
adjustment shall be determined solely at the
discretion of the Administrative Committee.
An adjustment may be made at any time without
regard to the limitations of Article IV.D.
(iii) Alternatively, the Administrative Committee
may cause the Participating Companies to make,
with respect to such Plan Year, Supplemental
Company Contributions on behalf of, and
specifically allocable to, the Active
Participants described in Article IV.B.2.c in
the minimum amount necessary to satisfy the
requirements of either (i)(A) or (i)(B) above.
(iv) Finally, any affected Highly Compensated
Participant who is required to reduce the
amount of Pre-Tax Contributions may elect to
have a portion of such Pre-Tax Contributions
recharacterized as After-Tax Contributions
under the Plan. Such recharacterized amount
shall remain in the Participant's Pre-Tax
Contribution Account and shall be subject to
all of the rules and restrictions applicable
to such Pre-Tax Contribution Account. Such
recharacterized amount shall be treated as
taxable income to the Participant with respect
to the Plan Year for which such
recharacterization occurs. Upon distribution,
such recharacterized amount shall be
considered an After-Tax Contribution under the
Plan. Such recharacterized amount shall be
considered as part of the Participant's
contribution percentage rather than as part of
the Participant's deferral percentage with
respect to the Plan Year for which the
recharacterization occurs.
d. (i) If the requirements of either subparagraph
(A) or (B) below are satisfied with respect
to the average contribution percentage, then
no further action is needed under this
paragraph:
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(A) The average contribution percentage for
Highly Compensated Participants is not
more than 1.25 times the average
contribution percentage for Participants
who are not considered Highly
Compensated Participants.
(B) The excess of the average contribution
percentage for Highly Compensated
Participants over the average
contribution percentage for Participants
who are not considered Highly
Compensated Participants is not more
than two percentage points, and the
average contribution percentage for
Highly Compensated Participants is not
more than 2.0 times the average
contribution percentage for Participants
who are not considered Highly
Compensated Participants.
If the requirements of subparagraphs (A) or (B)
above are not satisfied with respect to the
average contribution percentage, then the
appropriate Matching or After-Tax Contributions
with respect to Highly Compensated Participants
shall be reduced proportionately among all Highly
Compensated Participants to the extent necessary
to meet the requirements of subparagraphs (A) or
(B).
(ii) An adjustment may be made before the end of
the Plan Year in the rate of Matching
Contributions and/or After-Tax Contributions
being deposited for any Highly Compensated
Participant. The amount of such adjustment
shall be determined solely at the discretion
of the Administrative Committee. An
adjustment may be made at any time without
regard to the limitations of Article IV.D.
(iii) Alternatively, the Administrative Committee
may cause the Participating Companies to make,
with respect to such Plan Year, Supplemental
Company Contributions on behalf of, and
specifically allocable to, the Active
Participants described in Article IV.B.2.c in
the minimum amount necessary to satisfy the
requirements of either (i)(A) or (i)(B) above.
(iv) To the extent the requirements of paragraph
(c) above are satisfied with respect to the
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average deferral percentage but not with
respect to the average contribution percentage
under this paragraph (d), the Administrative
Committee may, in is discretion, consider any
portion of the average deferral percentage as
a part of the average contribution percentage
provided the requirements of paragraph (c) are
met both before and after such adjustment is
made. This adjustment may be made either
before or after any changes or refunds have
been made with respect to Highly Compensated
Participants under this Article IV.F.4.
e. The test described in this paragraph (e) below is
performed after all adjustments required for (c)
and (d) above have been made. If for any Plan
Year, the average deferral percentage for Highly
Compensated Participants exceeds 1.25 times the
average deferral percentage for all other
Participants, and the average contribution
percentage for Highly Compensated Participants
exceeds 1.25 times the average contribution
percentage for all other Participants, then the
following "non-Highly Compensated sum" and "Highly
Compensated sum" shall be calculated.
(i) The "non-Highly Compensated sum" is equal to
the greater of:
(A) 1.25 times the greater of the average
deferral percentage or the average
contribution percentage of Participants
not considered Highly Compensated
Participants, plus two times the lesser
of such percentages, with a maximum
difference of two percentage points, or
(B) 1.25 times the lesser of the average
deferral percentage or the average
contribution percentage of Participants
not considered Highly Compensated
Participants, plus two times the greater
of such percentages, with a maximum
difference of two percentage points.
(ii) The "Highly Compensated sum" shall be equal to
the sum of the average deferral percentage and
the average contribution percentage of Highly
Compensated Participants.
If the "Highly Compensated sum" exceeds the "non-
Highly Compensated sum" then, at the Administrative
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Committee's discretion, either Pre-Tax Contributions,
Matching Contributions, or After-Tax Contributions
shall be reduced until the "Highly Compensated sum"
does not exceed the "non-Highly Compensated sum".
f. At the discretion of the Administrative Committee,
this Plan may be tested as set forth above, or
this Plan may be tested together with all other
similar plans maintained by an Affiliate, provided
before and after such aggregation this Plan and
the other plans otherwise meet the requirements of
Section 410(b) of the Code.
g. Notwithstanding the foregoing, to the extent any
Highly Compensated Participant is a Participant in
more than one plan subject to the requirements of
this Article IV.F.4 maintained by an Affiliate,
all such plans in which the Highly Compensated
Participant is a Participant shall be treated as a
single plan for purposes of the tests described in
this Article IV.F.4.
To the extent any contributions to the Plan are reduced and are
required to be refunded as of the end of a Plan Year, the excess
contributions with investment gains attributable thereto shall be
refunded to the Participant no later than March 15 following the
close of the Plan Year in which such excess occurred. To the
extent any refunds are required to reduce a Participant's
deferral percentage, the amount to be refunded shall be reduced
by the amount of any Excess Deferrals previously refunded under
the provisions of Article IV.F.1.
G. RESTORATION PROCEDURES
----------------------
In the event that a Participant's Account was improperly
excluded in any year from an allocation of Company Contributions
pursuant to Article IV.B.2, such Participant's Account shall be
restored to its correct status in an amount as follows:
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a. First, an amount which is computed on the same
basis as was the allocation of Company
Contributions which were properly allocated to
Participants under Article IV.B.2 in each year for
which restoration is necessary, and
b. Second, an amount of Trust Fund income, gain or
loss which is computed on the same basis as was
the allocation of Trust Fund income, gain or loss
which was properly allocated to Participants'
Accounts under Article V.B. in each year for which
restoration is necessary.
The Participating Company shall contribute an amount which is
necessary to fully restore each improperly excluded Account. No
Company Contributions shall be allocated pursuant to Article
IV.B.2 to the Account of any Participant until each improperly
excluded Account has been fully restored.
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ARTICLE V
---------
INVESTMENT AND ALLOCATIONS
--------------------------
A. INVESTMENT OF ACCOUNTS
----------------------
1. Establishment of Trust Fund.
---------------------------
All contributions to the Plan are to be paid over to the
Trustee to be held in the Trust Fund and invested in accordance
with the terms of the Plan and the Trust Agreement.
2. Establishment of Investment Funds
---------------------------------
At the direction of the Controlling Company, the Trustee
shall divide the Trust Fund into three or more subfunds which
shall serve as vehicles for the investment of the individual
accounts. Such subfunds are referred to hereunder as "Investment
Funds" and shall specifically include a Coca-Cola Stock Fund, a
Company Stock Fund, and a 50/50 Fund. Any such Investment Funds
shall be managed either by the Trustee or by an investment
manager or managers appointed by the Controlling Company. The
Controlling Company shall determine with the advice of the
Trustee and/or the investment manager, the general investment
characteristics and objectives of each Investment Fund. The
Trustee or investment manager, as the case may be, shall have
complete investment discretion over each Investment Fund assigned
to it, subject only to the general investment characteristics and
objectives established for the particular Investment Fund. The
Controlling Company shall have the power to direct that
additional Investment Funds be established, and under uniform
rules, to withdraw or limit participation in a particular
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Investment Fund. A segregation of the assets of the Trust Fund
with regard to individual accounts shall be required to the
extent of the investment elections made by Participants under
Article V.A.3.
3. Participant Direction of Investments.
------------------------------------
Each Participant may direct the manner in which his Pre-
Tax, After-Tax, Rollover and Transfer Contributions and Accounts
shall be invested in and among the Investments Funds; provided,
such investment directions shall be made in accordance with the
following terms:
a. Investment of Contributions. Except as otherwise
---------------------------
provided in this Article V.A.3, each Participant
may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the
Administrative Committee, the percentage of his
future Pre-Tax, After-Tax, Rollover and Transfer
Contributions that will be invested in each
Investment Fund. An initial election of a
Participant shall be made as of the date the
Participant commences or recommences participation
in the Plan (or, if earlier, the date as of which
a Rollover or Transfer contribution shall be made)
and shall apply to all Pre-Tax and After-Tax
Contributions attributable to payroll periods
ending after, and to all Rollover and Transfer
Contributions made after, such date. Such
Participant may make subsequent elections as of
the first day of each succeeding calendar month,
and such elections shall apply to all Pre-Tax and
After-Tax Contributions attributable to payroll
periods ending after, and to all Rollover and
Transfer Contributions made after, such date. Any
election made pursuant to this subsection with
respect to future contributions shall remain
effective until changed by such Participant.
b. Investment of Existing Account Balances. Except
---------------------------------------
as otherwise provided in this Article V.A.3, each
Participant may elect, in accordance with uniform
and nondiscriminatory procedures adopted by the
Administrative Committee, the percentage of his
existing Pre-Tax, After-Tax, Rollover and Transfer
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Accounts that will be invested in each Investment
Fund. A Participant may make such elections
effective as of each January 1, April 1, July 1
and October 1 following his Entry Date into the
Plan. Each such election shall apply to such
Participant's Account as of the immediately
preceding December 31, March 31, June 30 and
September 30, respectively, and shall remain in
effect until changed by such Participant. In the
event a Participant fails to make a proper
election for his existing Accounts pursuant to the
terms of this paragraph b which is separate from
his election made for his contributions pursuant
to the terms of paragraph a hereof, the
Participant's existing Pre-Tax, After-Tax,
Rollover and Transfer Accounts will continue to be
invested in the same manner provided for his
contributions in accordance with the terms of
paragraph a hereof.
c. Investment in Coca-Cola Stock Fund.
----------------------------------
Notwithstanding anything herein to the contrary,
Participants shall not invest in the Coca-Cola
Stock Fund except to the extent their accounts in
the Thrift Plan or the Johnston Plan were invested
in Coca-Cola Stock and such accounts are
transferred to the Plan and Trust in accordance
with the terms of Article IV.E. Any stock
dividends paid in the form of Coca-Cola Stock on
stock held in the Coca-Cola Stock Fund shall be
invested in the Coca-Cola Stock Fund. Any cash
dividends paid on Coca-Cola Stock held in the
Coca-Cola Stock Fund shall be invested in
additional Coca-Cola Stock. At such times as are
permitted for making investment elections
generally pursuant to paragraphs a and be hereof
or at such other times as permitted by the
Administrative Committee, a Participant may elect
to invest all or a portion of his Account which is
invested in the Coca-Cola Stock Fund in another
Investment Fund: provided, once a Participant
makes such an election, he may not elect to
reinvest any portion of his Account in the
Coca-Cola Stock Fund.
d. Conditions Applicable to Elections. Allocations
----------------------------------
of investments in the various Investment Funds, as
described in paragraphs a, b and c hereof, shall
be made in even multiples of 5 percent as directed
by the Participant. The Administrative Committee
shall have complete discretion to adopt and revise
procedures to be followed in making such
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investment elections. Such procedures may
include, but are not limited to, the format of the
election, the deadline for filing elections and
the effective date of such election; provided,
elections must be permitted at least once every 3
months. Any procedures adopted by the
Administrative Committee that are inconsistent
with the provisions specified in this Article
V.A.3 shall supersede such provisions without the
necessity of a Plan amendment.
e. Investment of Matching and Supplemental Company
-----------------------------------------------
Contributions. All Matching and Supplemental
-------------
Company Contributions shall be invested solely in
the Company Stock Fund.
f. Investment of Certain Stock Dividends and Other
-----------------------------------------------
Assets. The Trust may receive assets other than
------
Company Stock, Coca-Cola Stock, fixed income
contracts or cash. (For example, the Trust may
receive, as part of a Transfer Contribution or as
investment earnings, stock of another corporation
which is paid as a dividend on the Coca-Cola Stock
or assets from a transferor plan's equity fund.)
Unless the Controlling Company desires to retain
such assets as an Investment Fund under the Plan,
as permitted in accordance with the terms of
Article V.A.2, the Controlling Company may direct
the Trustee to liquidate such assets and to
reinvest the proceeds therefrom in the Company
Stock Fund. After such proceeds are invested in
the Company Stock Fund, a Participant may change
the investment thereof in such manner and at such
times permitted pursuant to the terms of this
Article V.A.3.
4. Sale of Company and Coca-Cola Stock.
-----------------------------------
In the vent a Participant elects to have all or a
portion of his Account which is invested in the Company Stock
Fund, Coca-Cola Stock Fund or 50/50 Fund invested in one or more
of the other Investment Funds, the Trustee shall either (i) sell,
at fair market value, the appropriate number of shares of Company
or Coca-Cola Stock to effect such election, or (ii) retain such
shares for credit to other Participants' Accounts; any shares of
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Company or Coca-Cola Stock so retained shall be deemed to have
been sold at fair market value on the day the election to sell is
to be effective. All Company or Coca-Cola Stock which is sold
(or deemed sold) will be credited with dividends declared on or
before the Valuation Date immediately preceding the date of sale
(or deemed sale), and such dividends will be added to the sale
proceeds.
5. Acquisition of Company or Coca-Cola Stock.
-----------------------------------------
a. In General. To the extent that any cash amounts
----------
received by or held in the Trust Fund are to be
invested in the Company Stock Fund, Coca-Cola
Stock Fund, or 50/50 Fund, the Trustee, as
directed by the Controlling Company, shall effect
purchases of whole shares of Company or Coca-Cola
Stock as soon as practicable (and in no event
later than 90 days) after such cash is received.
The Trustee shall make such purchases in
compliance with all applicable securities laws and
may purchase Company or Coca-Cola Stock (i) in the
open market, (ii) in privately negotiated
transactions with holders of Company or Coca-Cola
Stock (i) in the open market, (ii) in privately
negotiated transactions with holders of Company or
Coca-Cola Stock, The Coca-Cola Company and/or the
Controlling Company, and/or (iii) through the
exercise of stock rights, warrants or options in
accordance with the terms of paragraph b hereof.
Alternatively, the Trustee may acquire the
requisite number of shares of Company or Coca-Cola
Stock from shares already acquired for other
Participants' Accounts and made available pursuant
to the procedure described in Article V.A.4; and
the date of purchase of such shares of Company or
Coca-Cola Stock shall be the day the election to
invest in Company or Coca-Cola Stock shall be the
day the election to invest in Company or Coca-Cola
Stock is effective. The Trustee shall make all
purchases of Company or Coca-Cola Stock at a price
or prices which, in the judgment of the Trustee,
do not exceed the fair market value of such
Company or Coca-Cola Stock as of the date of the
purchase; with respect to Company or Coca-Cola
Stock purchased on the open market, the total cost
to Participants will include acquisition costs.
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b. Stock Rights, Warrants or Options. In the event
---------------------------------
any rights, warrants or options are issued on
Company or Coca-Cola Stock, the Trustee may
exercise them for the acquisition of additional
Company or Coca-Cola Stock, respectively, to the
extent that cash is then available and allocable
to the Company Stock Fund, Coca-Cola Stock Fund,
or 50/50 Fund in the Accounts of the Participant
with respect to whose Company or Coca-Cola Stock
said rights, warrants or options are issued. Any
Company or Coca-Cola Stock acquired in this
fashion will be treated as Company or Coca-Cola
Stock bought by the Trustee for the net price
paid. Any rights, warrants or options on Company
or Coca-Cola Stock which cannot be exercised for
lack of available cash may be sold by the Trustee
(provided the sale thereof is reasonably
practicable), and the proceeds of such a sale
shall be treated as a current cash dividend
received on Company or Coca-Cola Stock.
c. Tender Offers. In the event a tender offer is
-------------
made on any stock held in the Trust Fund,
including but not limited to Company Stock and
Coca-Cola Stock, the Trustee shall immediately
notify the Administrative Committee and shall not
exercise any action on the tender offer until and
unless directed to do so by the Administrative
Committee.
6. Value of Assets.
---------------
For all purposes under the Plan for which the value of
Company Stock, Coca-Cola Stock and/or other assets must be
determined, the value of such stock and/or assets shall be the
fair market value. For purposes of purchasing or selling Company
or Coca-Cola Stock through an exchange on any day, the fair
market value per share of such stock on such day shall be the
price of the stock on the New York Stock Exchange at the time of
the purchase or sale. For all other purposes under the Plan, the
fair market value per share of the Company or Coca-Cola Stock on
any particular day shall be the closing price of such stock as
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reported on the New York Stock Exchange Composite Transaction
listing on the day preceding the particular day in question. If,
for any reason, the fair market value per share of Company or
Coca-Cola Stock cannot be ascertained or is unavailable for a
particular day, the fair market value of such stock shall be
determined as of the nearest preceding day on which such fair
market value can be ascertained pursuant to the terms hereof.
7. Voting Rights With Respect to Company and Coca-Cola
---------------------------------------------------
Stock.
-----
The Administrative Committee shall deliver or cause to
be delivered to each Participant, or in the event of his death to
his Beneficiary, all notices, financial statements, proxies and
proxy soliciting materials, relating to the Company and Coca-Cola
Stock in his Account. The Administrative Committee shall notify
each Participant or Beneficiary of each occasion for the exercise
of voting rights within a reasonable time before such rights are
to be exercised, and such notification shall include all of the
information that the Controlling Company or The Coca-Cola
Company, as appropriate, distributes to shareholders regarding
the exercise of such rights. Each Participant or Beneficiary
shall have the right to direct the Trustee as to the exercise of
all voting rights with respect to the Company and Coca-Cola Stock
in his Account. In the absence of any such direction, the
Trustee shall vote such shares pursuant to proper instructions of
the Administrative Committee, and, in the absence of proper
instructions from the Administrative Committee, shall not vote
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the shares. To the extent possible, the Trustee shall combine
fractional shares of Company Stock and, separately, fractional
shares of Coca-Cola Stock in the Accounts of Participants or
Beneficiaries and shall vote such fractional shares of stock in
the same proportion as the whole shares of such stock are voted
by the voting Participants or Beneficiaries.
B. ALLOCATION OF INCOME OR LOSS
----------------------------
As of each Valuation Date, the net income and expenses of
each Investment Fund and the increase or decrease in the current
market value of the corpus of each Investment Fund for the
valuation period shall be allocated to each Participant's Pre-Tax
Contribution Account, Matching Contribution Account, Supplemental
Company Contribution Account, After-Tax Contribution Account and
Rollover Account in the same ratio as such Participant's Accounts
bears to the total of all Participants' Accounts invested in such
subfund as of the Valuation Date. The basis for allocation shall
be the balance in the Participant's Accounts as of the most
recent Valuation Date reduced by any withdrawals, including
distributions and loans, made during the period and increased by
the time-weighted value of any additions to the Participant's
account during the period, including any contributions and loan
principal and interest payments. The payment by the Trust Fund
to a Participant of a withdrawal, distribution, or loan as of a
Valuation Date shall follow the allocation and adjustments
described in this Article V.B.
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ARTICLE VI
----------
VESTING, LOANS AND DISTRIBUTIONS
--------------------------------
A. VESTING
-------
1. Vesting Defined
---------------
The term "Vested" shall mean a nonforfeitable,
noncontingent right of the Participant or the Participant's
Beneficiaries to a present or future enjoyment of all or any part
of any allocation to the Participant's Account including
subsequent Company Contributions allocated thereto.
2. Determination of Vested Interest
--------------------------------
Each Participant shall always be fully Vested in any and
all amounts credited to the Participant's Account under the Plan.
B. LOANS
-----
Loans from a Participant's Pre-Tax Contribution Account,
Matching Contribution Account, Rollover Account and Supplemental
Company Contribution Account shall be allowed and shall be
effective following receipt and approval by the Administrative
Committee of the Participant's loan application. All loans with
an effective date of July 1, 1992 or later shall be subject to
uniform rules established in writing by the Administrative
Committee.
C. WITHDRAWALS WHILE EMPLOYED
--------------------------
1. General
-------
Subject to the restrictions of this Article VI.C., an
Active Participant may request, in accordance with uniform and
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nondiscriminatory procedures adopted by the Administrative
Committee, a withdrawal of all or a portion of the Participant's
Account under the Plan.
2. After-Tax Contribution Account
------------------------------
A withdrawal from the balance of an Active Participant's
After-Tax Contribution Account shall be available once every six
months in a minimum amount of $500 (or, if less, the
Participant's entire After-Tax Contribution Account balance).
3. After Age 59-1/2
----------------
A withdrawal from the balance of an Active Participant's
Pre-Tax Contribution Account, Rollover Account, Matching
Contribution Account, or Supplemental Company Contribution
Account shall be available at any time after the Participant
attains age 59-1/2 in a minimum amount of $500 (or, if less, the
Participant's entire Account balance).
4. Prior to Age 59-1/2
-------------------
Prior to the attainment of age 59-1/2, a withdrawal from the
balance of an Active Participant's Pre-Tax Contribution Account,
Rollover Account, Matching Contribution Account, or Supplemental
Company Contribution Account shall be available once each year
solely on account of a financial hardship, as determined by the
Administrative Committee in accordance with uniform rules, as
described below:
a. A withdrawal shall be made on account of financial
hardship only if the withdrawal is on account of
an immediate and heavy financial need of the
Participant and is necessary to satisfy such
financial need. A withdrawal shall be deemed to
be on account of an immediate and heavy financial
-51-
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need if such withdrawal is for one of the
following reasons:
(i) Payment of medical expenses described in
Section 213(d) of the Code previously incurred
by the Participant, his spouse, or his
dependents (as described in Section 152 of the
Code) or necessary for these persons to obtain
medical care described in Code Section 213(d).
(ii) Purchase of a home as a principal residence
for the Participant.
(iii) Payment of tuition and related educational
expenses for the next 12 months for post-
secondary education for the Participant, his
spouse, or his dependents (as defined in
Section 152 of the Code).
(iv) The need to prevent eviction from or
foreclosure on the Participant's principal
residence.
(v) Such additional reasons as may be specifically
approved by the Administrative Committee
pursuant to guidance issued by the Internal
Revenue Service.
b. A withdrawal shall be deemed necessary to satisfy
an immediate and heavy financial need if all of
the following requirements are satisfied:
(i) The amount of the withdrawal does not exceed
the amount required to relieve the financial
need (including any amounts necessary to pay
any federal, state, or local income taxes or
penalties reasonably anticipated to result
from the distribution), and
(ii) The Participant has obtained all other
withdrawals and loans available under this
Plan or any other qualified plan sponsored by
an Affiliate.
(iii) The Participant's Pre-Tax Contributions and
elective contributions to any other qualified
plan sponsored by an Affiliate are suspended
for twelve months.
(iv) The amount of the Participant's Pre-Tax
Contributions and elective contributions to
any other qualified plan sponsored by an
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<PAGE>
Affiliate for the Plan Year of the withdrawal
and the next Plan Year combined do not exceed
the limitations set forth in Article IV.F.1
for the next Plan Year.
c. The Administrative Committee may require as a condition
of a withdrawal that the Participant provide the
Administrative Committee with sufficient (as determined
by the Administrative Committee) evidence to satisfy the
foregoing requirements. The Administrative Committee
may rely on a notarized affidavit of a Participant which
states that:
(i) He has a financial need of a specified nature,
(ii) The amount requested does not exceed the
amount required to relieve the need, and
(iii) The need cannot reasonably be relieved:
(A) Through reimbursement or compensation by
insurance or otherwise,
(B) By liquidation of the Participant's,
spouse's, and minor children's assets,
(C) By suspension of the Participant's Pre-Tax
Contributions and After-Tax Contributions
under the Plan,
(D) By other distributions or non-taxable (at the
time of the loan) loans from plans maintained
by the Participating Company or by any other
employer, or
(E) By loans from commercial sources on
reasonable terms,
except to the extent that the Administrative Committee
has actual knowledge that such representations are not
true. For purposes of this paragraph, a need cannot
reasonably be relieved by one of the actions listed
above if the effect would be to increase the amount of
the need.
d. The amount available for the financial hardship
withdrawal shall be equal to the sum of the
Participant's Pre-Tax Contribution Account reduced by
any investment earnings allocated to such Pre-Tax
Contribution Account after December 31, 1988, the
Participant's Matching Contribution Account, the
Participant's Supplemental Company Contribution Account,
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the Participant's Rollover Account, and the
Participant's After-Tax Contribution Account.
e. Any withdrawal of an Active Participant's account
balances shall be made according to the following order:
(i) The amount of After-Tax Contributions made
before January 1, 1987.
(ii) A proportionate share of After-Tax
Contributions made after December 31, 1986 and
of all earnings allocated to the Participant's
After-Tax Contribution Account.
(iii) The amount allocated to the Participant's
Rollover Account.
(iv) The amount allocated to the Participant's
Matching Contribution Account.
(v) The amount allocated to the Participant's
Supplemental Company Contribution Account.
(vi) The amount allocated to the Participant's Pre-
Tax Contribution Account.
f. The amount of any withdrawal shall be determined as of
the Valuation Date next following receipt by the
Administrative Committee of the Participant's written
withdrawal request. Payment of the withdrawal amount to
the Participant shall be made as soon as
administratively possible following the Valuation Date.
D. DISTRIBUTIONS AT TERMINATION, DISABILITY OR DEATH
1. Time of Distribution
--------------------
a. Distribution of a Participant's full Vested
Account balance shall be made or commence on or
before the 60th day following the close of a Plan
Year in which there occurs the latest of the
following events:
(i) Death of an Active Participant.
(ii) Disability of an Active Participant.
(iii) Termination of an Active Participant.
(iv) The Participant's or Beneficiary's written
request for distribution.
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b. All distributions shall be made as of the
Valuation Date next following receipt by the
Administrative Committee of the Participant's or
Beneficiary's written request for distribution on
a form provided by the Administrative Committee.
The Administrative Committee may, in its sole
discretion, direct the Trustee to distribute any
benefit the total value of which is less than
$3,500 without the receipt of an application from
the Participant or Beneficiary.
c. Notwithstanding the above, distribution shall be
made or commence not later than the April 1
following the close of the Plan Year during which
the Participant has attained age 70-1/2, whether
or not the Participant has terminated employment.
However, if the Participant had attained age 70-
1/2 as of January 1, 1988 and was not a 5% owner
of an Affiliate within the meaning of Code Section
416(i) at any time during the five Plan Years
ending with the Plan Year during which the
Participant attained age 70-1/2, this paragraph c
shall not apply.
d. In the event distribution is due because of the
death of the Participant, distribution shall be
made within one year of the death of the
Participant unless the Beneficiary is the
Surviving Spouse (within the meaning or Article
X.C) of the Participant, in which case such
Surviving Spouse may elect to defer distribution
until what would have been the date the
Participant attained age 70-1/2. In the event of
the death of the Surviving Spouse before
distribution is made, the distribution shall be
paid within one year of the death of the Surviving
Spouse.
2. Forms of Payment
----------------
The Participant may elect to receive one of the
following forms of benefit payment:
a. A single payment; or
b. Equal, or as nearly equal as possible, annual or
more frequent installments from the Trust Fund
over a stated period of time without life
contingency, which period does not exceed the life
expectancy of the Participant or the joint and
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last survivor expectancy of the Participant and
his Beneficiary.
However, the Administrative Committee shall have discretion to
direct a single sum method of payment if the total value of the
Participant's benefit is $3,500 or less. If no method has been
elected, the normal form of payment shall be the single sum
payment. Death and disability benefits shall be paid in a single
sum payment.
3. Amount of Distribution
----------------------
a. The amount of any single sum distribution shall be
qual to the Participant's Vested Account balance,
as determined under Article VI.A.2, as of the
Valuation Date immediately preceding the date of
distribution.
b. The amount of any installment distribution shall
be determined by the Administrative Committee, in
accordance with uniform procedures, as of the
Valuation Date immediately preceding the date of
distribution.
c. If the Participant has any outstanding loan
balance at the time of distribution to either the
Participant or the Participant's Beneficiary, the
amount of cash available to the Participant or
Beneficiary shall be reduced by the outstanding
principal balance of the loan.
4. Mode of Payment
---------------
The mode of payment of a Participant's or Beneficiary's
benefits under the Plan shall be determined as follows:
a. If a Participant or Beneficiary elects
distribution in the form of a single sum payment,
he or his Beneficiary may elect to have amounts
distributed or withdrawn in the form of cash,
Coca-Cola Stock or Company Stock, or in any
combination thereof. The maximum number of shares
of Coca-Cola Stock or Company Stock which shall be
distributed is the number of full shares which
were credited to the portion of the Participant's
Account invested in the Coca-Cola Stock Fund or
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<PAGE>
Company Stock Fund, respectively, as of the
Valuation Date immediately preceding the
distribution and which were not subsequently
withdrawn or reinvested; all fractional shares
shall be distributed in the form of cash.
b. If a Participant or Beneficiary elects
distribution in the form of installments, all
payments will be made in the form of cash. As
soon as administratively practicable after a
Participant or Beneficiary elects for his Account
balance to be distributed in installments (and in
no event later than as of the immediately
succeeding January 1 or July 1), the full amount
in his Account shall be converted into cash.
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ARTICLE VII
-----------
ADMINISTRATION AND NAMED FIDUCIARY
----------------------------------
A. ADMINISTRATION
--------------
1. Appointment of Administrative Committee Permitted
-------------------------------------------------
In order to assist in the administration of the Plan,
the Board reserves the power to create at any time hereafter by
resolution, an Administrative Committee which shall consist of at
least three members who shall be appointed and shall serve at the
pleasure of the Board. Any member may resign by delivering a
written resignation to the Board and to the Administrative
Committee. Vacancies in the Administrative Committee arising by
resignation, death, removal or otherwise, shall be filled by the
Board. In the event an Administrative Committee is not created,
any powers and duties assigned to the Administrative Committee
shall be assumed by the Controlling Company.
2. Powers and Duties
-----------------
The Administrative Committee, if established by the
Board, shall administer the Plan in accordance with its terms,
and shall have all powers necessary to carry out the provisions
of the Plan. The Administrative Committee shall interpret the
Plan and shall determine all questions arising in the
administration, interpretation, and application of the Plan. Any
such determination by the Administrative Committee shall be
conclusive and binding on all persons, except as provided in the
Plan.
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3. Organization and Operation of Administrative Committee
------------------------------------------------------
The Administrative Committee shall act by a majority of
its members at the time in office, and such action may be taken
either by a vote at a meeting or in writing without a meeting.
The Administrative Committee may authorize any one or more of its
members to execute any document or documents on behalf of the
Administrative Committee, in which event the Administrative
Committee shall notify the Trustees in writing of such action and
the name or names of its member or members so designated. The
Trustees shall be instructed to accept and rely upon any
documents executed by such member or members as representing
action by the Administrative Committee until the Administrative
Committee shall file with the Trustee a written revocation of
such designation. The Administrative Committee may adopt such
by-laws and regulations as it deems desirable for the conduct of
its affairs, and may appoint such accountants, counsel,
specialists, and other persons as it deems necessary or desirable
in connection with the administration of this Plan. The
Administrative Committee shall be entitled to rely conclusively
upon, and shall be fully protected in, any action taken by it in
good faith in relying upon any opinions or reports which shall be
furnished to it by any such accountant, counsel, or other
specialist.
4. Records and Reports
-------------------
The Administrative Committee shall keep a record of all
its proceedings and acts, and shall keep all such books of
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account, records and other data as may be necessary for proper
administration of the Plan. The Administrative Committee shall
notify the Trustees and the Participating Companies of any action
taken by the Administrative Committee, and when required, shall
notify any other interested person or persons.
5. Payment of Expenses
-------------------
Unless otherwise determined by the Controlling Company,
the members of the Administrative Committee shall serve without
compensation for services as such, but all expenses of the
Administrative Committee shall be paid by the Participating
Companies but if not paid by the Participating Companies shall be
paid by the Trust. Such expenses shall include any expenses
incident to the functioning of the Administrative Committee,
including, but not limited to, fees of accountants, counsel, and
other specialists, and other costs of administering the Plan.
6. Immunity from Liability
-----------------------
No member of the Administrative Committee shall incur
any liability for any act or failure to act, excepting only
liability for such member's own gross negligence or willful
misconduct. The Controlling Company shall indemnify each member
of the Administrative Committee against any and all claims, loss,
damages, expense, and liability arising from any act or failure
to act, except when the same is judicially determined to be due
to the gross negligence or willful misconduct of such member.
The provisions of this Article VII.A.6 shall not relieve members
of the Administrative Committee from any responsibility or
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liability for any responsibility, obligation, or duty they may
have pursuant to the provisions of ERISA or the Code.
B. NAMED FIDUCIARY, ADMINISTRATOR AND SERVICE OF LEGAL PROCESS
-----------------------------------------------------------
The Administrative Committee shall be the named fiduciary
and "plan administrator", as defined in ERISA, and shall be
responsible for the performance of all reporting, disclosure and
other obligations required or permitted to be performed by the
plan administrator under the provisions of ERISA or the Code. In
any legal proceeding, including arbitration, involving the Plan,
the Senior Vice President - Finance and Administration of the
Controlling Company shall be the designated agent for service of
legal process. The Trustees shall be named fiduciaries with
respect to the control, management and disposition of the assets
of the Trust Fund.
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ARTICLE VIII
------------
TRUST AGREEMENT
---------------
As a part of this Plan the Controlling Company has entered
into or concurrently shall enter into one or more agreements
under which a Trustee shall receive, hold, invest and disburse
the contributions of the Participating Companies to the Trust
Fund, all in accordance with the terms and provisions set forth
in said Trust Agreement. The Participating Companies, their
directors, their officers and the members of the Administrative
Committee shall not be liable for any loss or diminution of the
Trust Fund. The Board of Directors has the power and duty to
appoint the Trustee and it shall have the power to remove the
Trustee and appoint a successor at any time in the manner set
forth in the Trust Agreement.
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ARTICLE IX
----------
AMENDMENT, TERMINATION, MERGER
------------------------------
A. AMENDMENT
---------
It is the expectation of the Controlling Company and the
Participating Companies that the Plan and the payment of
contributions hereunder shall continue indefinitely, but
continuance of the Plan is not assumed as a contractual
obligation of the Controlling Company or Participating Companies,
and the right is reserved by the Board at any time to reduce,
suspend or discontinue contributions hereunder. Except as herein
limited, the Controlling Company may, by resolution of the Board,
amend the Plan at any time to any extent that it may deem
advisable. Upon delivery of such resolution to the Trustees, the
Plan shall be deemed to have been amended in the manner set forth
and Participants shall be bound thereby; provided, however, (1)
that no amendment shall increase the duties or liabilities of the
Trustees without their written consent; (2) that no amendment
shall have the effect of vesting in a Participating Company any
interest in or control over any of the funds or properties
subject to the terms of the Trust Agreement; (3) that no
amendment shall have the retroactive effect so as to deprive any
Participant of any benefit already accrued; and (4) that no
amendment shall eliminate an optional form of distribution unless
permitted by regulations issued under Code Section 411(d)(6);
provided, however, that any amendment may be made retroactively
which is necessary to bring the Plan into conformity with
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governmental regulations in order to continue to qualify the Plan
for tax exemption.
B. TERMINATION
-----------
The Plan shall continue for such time as may be necessary to
accomplish the purpose for which it was created but may be
terminated at any time by action of the Board. Notice of such
termination shall be given to the Trustee by an instrument in
writing executed by the Controlling Company and acknowledged in
the same form as the Trust Agreement, together with a certified
copy of the resolution of the Board authorizing such termination.
Upon such termination of the Plan, provided that the Trustee has
not received instructions to the contrary, the Trustee shall
liquidate the Trust and, after paying the reasonable expenses of
the Trust, including expenses involved in the termination,
distribute the balance thereof according to written directions
from the Controlling Company or the Administrative Committee.
Upon termination, or partial termination of the Plan, the rights
of all affected Participants to the amounts credited to their
Accounts shall become nonforfeitable and administered and
distributed to or for the benefit of the Participants and their
Beneficiaries. In no event shall any part of the principal or
income of the Trust Fund be paid to or for the benefit of the
Controlling Company, any Participating Company, their successors
or their creditors.
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C. MERGER, CONSOLIDATION OR TRANSFER OF ASSETS TO OTHER PLANS
----------------------------------------------------------
In the case of any merger or consolidation with, or transfer
of assets or liabilities to, any other plan, each Participant in
the Plan shall receive a benefit immediately after the merger,
consolidation, or transfer which is (if the Plan were then
terminated) equal to or greater than the benefit such Participant
would have been entitled to receive immediately before the
merger, consolidation or transfer (if the Plan were then
terminated).
D. ADOPTION OF THE PLAN BY A PARTICIPATING COMPANY
-----------------------------------------------
1. Procedures for Participation. The Controlling Company
-----------------------------
will become a Participating Company in the Plan effective July 1,
1988. Any other company may become a Participating Company and
commence participation in the Plan subject to the provisions of
this subsection. In order for a company to become a
Participating Company, the Administrative Committee must
designate such company as a Participating Company and specify the
effective date of such designation. The name of any company
which shall commence participation in the Plan, along with the
effective date of its participation, shall be recorded on
Schedule A hereto which shall be appropriately modified each time
a Participating Company is added or deleted. To adopt the Plan
as a Participating Company, the board of directors of the company
must approve a resolution expressly adopting the Plan for the
benefit if its eligible employees and accepting designation as a
Participating Company, subject to all of the provisions of this
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Plan and of the Trust. The resolution shall specify the date as
of which the designation as a Participating Company shall be
effective. A copy of the resolution (certified if requested) of
the board of directors of the adopting Participating Company
shall be provided to the Administrative Committee. Upon adoption
of the Plan by a Participating Company as herein provided, the
Employees of such company shall be eligible to participate in the
Plan subject to the terms hereof and of the resolution of the
Administrative Committee designating the adopting company as
such.
2. Single Plan. The Plan, as adopted by all Participating
-----------
Companies, shall be considered a single plan for purposes of
Treasury Regulation Section 1.414(1)-1(b)(1). All assets
contributed to the Plan by the Participating Companies shall be
held in a single fund together; and, as long as a Participating
Company continues to be designated as such, all assets held in
such fund shall be available to pay benefits to all Participants
and Beneficiaries irrespective of which Participating Company is
the employer of such Participant. Nothing contained herein shall
be construed to prohibit the separate accounting for assets
contributed by the Participating Companies for purposes of cost
allocation, contributions, forfeitures and other purposes,
pursuant to the terms of the Plan and as directed by the
Administrative Committee.
3. Authority under Plan. As long as a Participating
----------------------
Company's designation as such remains in effect, such
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Participating Company shall be bound by, and subject to, all
provisions of the Plan and Trust. The exclusive authority to
amend the Plan and the Trust shall be vested in the
Administrative Committee, and no Participating Company other than
the Controlling Company shall have any right to amend the Plan or
the Trust. Any amendment to the Plan or the Trust adopted by the
Administrative Committee shall be binding upon every
Participating Company without further action-by such
Participating Company.
4. Contributions to Plan. As long as each Participating
----------------------
Company shall be so designated, such Participating Company shall
be required to make Contributions to the Plan at such times and
in such amounts as specified in Articles III and VI.
5. Withdrawal from Plan. No Participating Company other
---------------------
than the Controlling Company shall have the right to terminate
the Plan. However, any Participating Company may withdraw from
the Plan, with the approval of the Administrative Committee, by
action of its board of directors, provided such action is
communicated in writing to the Administrative Committee. The
withdrawal of a Participating Company shall be effective as of
the last day of the Plan Year which follows receipt of the notice
of withdrawal (unless the Controlling Company consents to a
different effective date). In addition, the Administrative
Committee may terminate the designation of a Participating
Company to be effective on such date as the Administrative
Committee specifies. Any such Participating Company which ceases
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to be a Participating Company shall be liable for all costs
accrued through the effective date of its withdrawal or
termination. In the event of the withdrawal or termination of a
Participating Company as provided in this Section, such
Participating Company shall have no right to direct that assets
of the Plan be transferred to a successor plan for its employees,
unless such transfer is approved by the Controlling Company in
its sole discretion.
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ARTICLE X
---------
MISCELLANEOUS PROVISIONS
------------------------
A. BENEFITS NOT ASSIGNABLE
-----------------------
1. General Nonalienation Requirements. Except to the
------------------------------------
extent permitted by law and as provided in subsections (1) and
(2) hereof, none of the Accounts, benefits, payments, proceeds or
distributions under the Plan shall be subject to the claim of any
creditor of a Participant or Beneficiary or to any legal process
by any creditor of such Participant or of such Beneficiary; and
neither such Participant nor any such Beneficiary shall have any
right to alienate, commute, anticipate or assign any of the
Accounts, benefits, payments, proceeds or distributions under the
Plan except to the extent expressly provided herein. If any
Participant shall attempt to dispose of his Account or the
benefits provided for him hereunder or to dispose of the right to
receive such benefits, or, in the event there should be an effort
to seize such Account or benefits by attachment, execution or
other legal or equitable process, such right may pass and be
transferred, at the discretion of the Administrative Committee,
to such person or persons as may be selected by the
Administrative Committee from among the Beneficiaries, if any,
theretofore designated by the Participant, or from the spouse,
children or other dependents of the Participant, in such shares
as the Administrative Committee may appoint. Any appointments so
made by the Administrative Committee may be revoked by it at any
time,and furtherappointments madeby itmay includethe Participant.
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2. Exception for Qualified Domestic Relations Orders.
-------------------------------------------------
a. The nonalienation requirements of subsection 1
hereof shall apply to the creation, assignment or
recognition of a right to any benefit, payable
with respect to a Participant pursuant to a
domestic relations order, unless such order is (i)
determined to be a qualified domestic relations
order, as defined in Code Section 414(p), entered
on or after January 1, 1985, or (ii) any domestic
relations order, as defined in Code Section
414(p), entered before January 1, 1985, pursuant
to which a transferor plan was paying benefits on
January 1, 1985. The Administrative Committee
shall establish reasonable written procedures to
determine the qualified status of a domestic
relations order. Further, to the extent provided
under a qualified domestic relations order, a
former spouse of a Participant shall be treated as
the Spouse or Surviving Spouse for all purposes
under the Plan.
b. The Administrative Committee shall establish
reasonable procedures to administer distributions
under qualified domestic relations orders which
are submitted to it. The Administrative
Committee, in its sole discretion, may order the
Trustee to pay, in a single sum payment, the full
amount of the benefit payable to any alternate
payee under a qualified domestic relations order.
Such cash-out payment may be made as soon as
practicable after the Administrative Committee
determines that a domestic relations order is a
qualified domestic relations order under Code
Section 414(p) or at any later time that the
Administrative Committee, in its sole discretion,
decides; provided, if the amount payable to any
alternate payee is greater than $3,500, the
alternate payee must consent in writing to any
such cash-out payment which is made before the
Participant (whose benefit the alternate payee is
receiving) attains his earliest retirement date as
described in Code Section 414(p)(4)(B) (or any
successor section).
c. All loans made by the Trustee to any Participant
or Beneficiary shall be insured by a pledge of the
borrower's interest in the Trust Fund.
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B. CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN
---------------------------------------------
The establishment and maintenance of the Plan shall not be
construed as conferring any legal rights upon any person to the
continuation of employment with a Participating Company, nor
shall the Plan interfere with the right of a Participating
Company to discharge any person from its employ.
C. BENEFICIARIES
-------------
1. Designation
-----------
a. qach Participant may, from time to time during the
Participant's lifetime, designate the
Beneficiary(ies) to receive the benefits which may
be payable under the Plan in the event of the
Participant's death. Each such designation shall
revoke all prior designations by such Participant
and shall be in writing on a form provided for
that purpose and filed with the Administrative
Committee. Such designation may name one or more
primary Beneficiaries.
b. If a Participant dies prior to the distribution of
benefits under the Plan, such Beneficiary shall
automatically be the Surviving Spouse of the
Participant unless such Surviving Spouse consented
in writing to the Participant's designation of an
alternate Beneficiary, and such consent was
witnessed by a Plan representative or notarized.
c. Prior to the time the Administrative Committee
accepts the designation of any non-Spouse
Beneficiary, the Participant shall be provided
with a written explanation of:
(i) The terms and conditions of death benefits
under the Plan,
(ii) The Participant's right to make and the effect
of an election to waive the Surviving Spouse
as the Beneficiary,
(iii) The rights of the Participant's Spouse, and
(iv) The right to make and the effect of a
revocation of a previous election waiving the
Surviving Spouse as Beneficiary.
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If the Participant establishes to the satisfaction of
the Administrative Committee that a Spouse's written
consent cannot be obtained because there is no Spouse
or the Spouse cannot be located, the Spouse's consent
requirement shall be waived.
d. There shall be no limit on the number of times a
Participant may change a Beneficiary designation
in accordance with the above rules prior to the
time of distribution.
2. Disposition of Death Benefits on Failure to Designate
---------------------------------------------------------
Beneficiary
-----------
In the event a Participant:
a. Shall fail to designate a Beneficiary to receive
the Participant's death benefits; or
b. Having designated a Beneficiary, shall thereafter
revoke such designation without naming another
Beneficiary; or
c. Having named a Beneficiary, such designation shall
fail, in whole or in part, by reason of the prior
death of such Beneficiary or by reasons of the
death of the Beneficiary and any contingent
Beneficiaries before the receipt of all payments
due, or for any other cause;
the aforementioned death benefit of such Participant or the part
thereof as to which such Participant's designation shall fail, as
the case may be, shall be payable upon such failure to the
Surviving Spouse of the Participant, if such Spouse shall then
survive; but if not, then in equal shares to such of the Issue of
the Participant as then survive Per Stirpes and not per capita;
but if no Spouse or Issue then survive, then to the father and
mother of such Participant in equal shares or all thereof to the
survivor of them if only one parent then survives, then to such
of the brothers and sisters of such Participant as then survive
in equal shares; but if no Spouse, Issue, parent, brother or
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<PAGE>
sister of the Participant shall then survive, then such death
benefit or the part thereof as to which such Participant's
designation shall fail, as the case may be, shall be paid to the
executor or administrators of the estate of the deceased
Participant. For purposes of this Article X "Surviving Spouse"
and "Spouse" mean a spouse who is married to the Participant as
of the date of death and who survives the Participant. Also "Per
Stirpes" means in equal shares among living children and the
issue of deceased children, the latter taking by right of
representation, and "Issue" means all persons who are descended
from the person referred to, either by legitimate birth to or
legal adoption by the person, or any of the Participant's
legitimately born or legally adopted descendants.
D. FACILITY OF BENEFIT PAYMENT
---------------------------
1. Applications Required for Benefits
----------------------------------
Notwithstanding any provision of the Plan to the
contrary, payment of benefits shall not commence under the Plan
unless and until a proper application therefore shall have been
filed with the Administrative Committee except as otherwise
provided in Articles VI.C and VI.D. Each application for
benefits shall be in writing on a form provided by the
Administrative Committee for such purpose and shall be filed with
the Administrative Committee within the period, if any, specified
in the applicable provisions of the Plan.
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<PAGE>
2. Payment of Benefits to Persons under Legal Disability
-----------------------------------------------------
Whenever and as often as any person entitled to payments
hereunder shall be under a legal disability, or in the sole
judgment of the Administrative Committee, shall otherwise be
unable to apply such payments to such person's own best interest
and advantage, the Administrative Committee, in its discretion,
may direct all or any portion of such payment to be made:
a. To such person,
b. To such person's legal guardian or conservator, or
c. To such person's spouse or to any other person, to
be expended for such person's benefit.
The decision of the Administrative Committee shall, in each case,
be final and binding upon all persons, and the Administrative
Committee shall not be obliged to see to the proper application
or expenditure of any payments so made. Any payments made
pursuant to the power herein conferred upon the Administrative
Committee shall operate as a complete discharge of the
obligations under the Plan in respect thereof of any
Participating Company, the Administrative Committee, and the
Trustee.
E. APPEALS PROCEDURE
-----------------
1. In the event the Administrative Committee determines
that a person is not entitled to benefits or is not a Participant
in this Plan, or if the Administrative Committee makes any
decision or interpretation adversely affecting the right of any
Participant or Beneficiary, written notice of such determination,
decision or interpretation shall be given to such adversely
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<PAGE>
affected person within 90 days after such determination, decision
or interpretation. If special circumstances require an extension
of time for processing, a decision shall be rendered as soon as
possible but not later than 180 days after a claim for benefits.
Such notice shall be written in a manner calculated to be
understood by the Participant or Beneficiary and shall set forth:
a. The specific reason or reasons for the
determination, decision or interpretation;
b. Specific reference to the pertinent Plan
provisions on which the determination, decision or
interpretation is based;
c. A description of any additional material or
information necessary for the adversely affected
party to perfect such party's right or an
explanation of why such material or information is
necessary; and
d. An explanation of the Plan's claim review
procedures.
2. In the event a Participant, Beneficiary or other
interested person or party feels himself aggrieved by any
determination, decision or interpretation of the Administrative
Committee, except with respect to matters of investment of the
Trust Fund or matters herein expressed to be within the
discretion of the Controlling Company, a Participating Company,
the Administrative Committee, or the Trustee, the aggrieved party
or such party's authorized representative may file with the
Administrative Committee in writing, within 60 days of receipt of
notice of such determination, decision or interpretation, a
request by the aggrieved party for a full and fair review by the
Administrative Committee of the determination, decision or
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<PAGE>
interpretation. The aggrieved party or such party's authorized
representative may inspect all pertinent documents and may submit
issues and comments in writing to the Administrative Committee.
The Administrative Committee's decision, on review, shall be in
writing, in a manner calculated to be understood by the aggrieved
party, and shall include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the
decision is based. The decision by the Administrative Committee
shall be made promptly and not later than 60 days after the
Plan's receipt of a request for review, unless special
circumstances require an extension of time for processing, in
which case a decision shall be rendered as soon as possible but
not later than 120 days after receipt of a request for review.
Any ambiguities arising on account of the interpretation rendered
to Hours of Service, Years of Service, and Break in Service,
shall be resolved in the favor of the Participant.
F. MISCELLANEOUS LANGUAGE
----------------------
Wherever appropriate, words used herein in the singular may
be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and
the words "hereof", "herein", or "hereunder", or other similar
compounds of the word "here" shall mean and refer to the entire
Plan and not to any particular paragraph or Article of this Plan
unless the context clearly indicates to the contrary.
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<PAGE>
G. TOP HEAVY PROVISIONS
--------------------
1. Effective Date
--------------
The provisions of this Article X.G shall be effective
for any Plan Year if and only if the Plan is deemed to be a Top
Heavy Plan for that Plan Year.
2. Top Heavy Plan
--------------
The Plan is deemed to be a Top Heavy Plan for any Plan
Year if, as of the determination date:
a. The present value of accrued benefits for Key
Employees is greater than or equal to 60% of the
present value of accrued benefits for all
Employees, and
b. The Plan is part of a required aggregation group
(as defined below) and the required aggregation
group is top heavy.
However, and notwithstanding the results of the 60%
test, the Plan shall not be considered a Top Heavy Plan for any
Plan Year in which the Plan is a part of a required or permissive
aggregation group (as defined below) which is not top heavy. The
determination date for any Plan Year is the last day of the
preceding Plan Year.
The "required aggregation group" consists of each plan
of an Affiliate in which a Key Employee participates, and each
other plan of an Affiliate that enables a plan in which a Key
Employee participates to meet the nondiscrimination requirements
of Section 401(a)(4) and Section 410 of the Code, including any
plans which have been terminated during the last five Plan Years
ending with the determination date.
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<PAGE>
A "permissive aggregation group" consists of those plans
that are required to be aggregated and one or more plans
(providing comparable benefits or contributions) that are not
required to be aggregated, which, when taken together, satisfy
the requirements of Section 401(a)(4) and Section 410 of the
Code.
The present value of accrued benefits consists of the
sum of the Employee's Pre-Tax Contribution Account, After-Tax
Contribution Account, Matching Contribution Account, and
Supplemental Company Contribution Account, and Rollover Account
(but only with respect to Rollover Contributions received from
the plan of an Employee's prior employer's plan before December
31, 1983 and any Rollover Contributions received from another
plan maintained by an Affiliate) under this Plan plus the
actuarial equivalent of the Employee's accrued benefit under any
other Plan maintained by an Affiliate which is aggregated with
this Plan. It also includes distributions from this Plan and the
other aggregated plans made during the Plan Year containing the
determination date and the four preceding Plan Years. The
accrued benefit for any individual who has not received any
compensation (other than benefits under the plans) at any time
during the five Plan Years ending on the determination date shall
not be included in the present value of accrued benefits.
Payments made to the Beneficiary of a Key Employee shall be
treated as if made to a Key Employee.
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<PAGE>
A Key Employee is any Employee or former Employee
falling within the definition of key employee under Section 416
of the Code. Subject to such definition, an Employee or former
Employee is deemed to be a Key Employee for the Plan Year if at
any time during the Plan Year or the four preceding years the
Employee is described by one of the following four items:
a. An officer of an Affiliate having Gross
Compensation greater than 50% of the maximum
annual benefit amount in effect under Code Section
415(b)(1)(A) for such Plan Year. For purposes of
this subsection, no more than fifty Employees (or,
if less, the greater of three or ten percent of
the Employees) shall be treated as officers.
b. One of the ten Employees owning the largest
interests in an Affiliate who has Gross
Compensation greater than the maximum annual
addition amount in effect under Code Section
415(c)(1)(A) for such Plan Year. It two Employees
have the same interest in an Affiliate, the
Employee having greater Gross Compensation from
all Affiliates shall be treated as having a larger
interest.
c. A 5% owner of an Affiliate.
d. A 1% owner of an Affiliate with Gross Compensation
of more than $150,000.
3. Maximum Benefit
---------------
If the Plan is deemed to be a Top Heavy Plan for the
Plan Year for the purposes of determining the maximum benefits
payable from this Plan and the defined benefit plan as described
in Article IV.F.3, all instances of 1.25 in Article IV.F.3 are
replaced with 1.00.
4. Minimum Contributions
---------------------
If the Plan is deemed to be a Top Heavy Plan for the
Plan Year, all Active Participants who are not Key Employees are
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<PAGE>
entitled to a minimum Company Contribution for the Plan Year
equal to 3% of Net Compensation. This minimum contribution shall
be provided by a minimum benefit under any defined benefit plan
maintained by the Group. If any non-Key Employee who is entitled
to such minimum contribution is not covered by a defined benefit
plan of an Affiliate, such minimum contribution shall be provided
by a Company Contribution under any defined contribution plan
maintained by an Affiliate. For purposes of determining whether
such minimum contribution has been met, Company Contributions
under this Plan and any other defined contribution plan of an
Affiliate, shall be aggregated, provided, however, neither Pre-
Tax Contributions nor Matching Contributions may be used to
determine whether such minimum contribution has been met.
H. CONSTRUCTION
------------
This Plan shall be construed, administered and governed
according to the laws of the State of Georgia, to the extent not
preempted by ERISA or the Code.
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<PAGE>
IN WITNESS WHEREOF, the Controlling Company has caused this
Plan to be executed by its duly authorized officers and its
corporate seal to be affixed hereto, all as of the date first
above written.
COCA-COLA ENTERPRISES INC.
By:
-----------------------------------
Title:
------------------------------
Attest:
-------------------------------
Title:
------------------------------
[CORPORATE SEAL]
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Coca-Cola Enterprises Inc. Matched
Employee Savings and Investment Plan of our report dated January 31, 1994,
with respect to the consolidated financial statements and schedules of
Coca-Cola Enterprises Inc. included in Coca-Cola Enterprises Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Atlanta, Georgia
April 15, 1994
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANCIS A.
TARKENTON, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
FRANCIS A. TARKENTON
--------------------------------
Francis A. Tarkenton, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G.
BUFFETT, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
HOWARD G. BUFFETT
--------------------------------
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L.
CLENDENIN, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
JOHN L. CLENDENIN
--------------------------------
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B.
COLE, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
JOHNNETTA B. COLE
--------------------------------
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, T. MARSHALL
HAHN, JR., a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
T. MARSHALL HAHN, JR.
--------------------------------
T. Marshall Hahn, Jr., Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M.
HALLE, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
CLAUS M. HALLE
--------------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP
HUMANN, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
L. PHILLIP HUMANN
--------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, M. DOUGLAS
IVESTER, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
M. DOUGLAS IVESTER
--------------------------------
M. Douglas Ivester, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, E. NEVILLE
ISDELL, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
E. NEVILLE ISDELL
--------------------------------
E. Neville Isdell, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E.
JACOB, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
JOHN E. JACOB
--------------------------------
John E. Jacob, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A.
KELLER, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
ROBERT A. KELLER
--------------------------------
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, S.L.
PROBASCO, JR., a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
S.L. PROBASCO, JR.
--------------------------------
S.L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY A.
SCHIMBERG, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Vice Chairman and Chief Executive Officer of the Company, John
R. Alm, Senior Vice President and Chief Financial Officer of
the Company, Lowry F. Kline, General Counsel of the Company,
and J. Guy Beatty, Jr., 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 registration statements
on Form S-8 in connection with the issuance of securities of
the Company pursuant to the terms of each of the following
plans and agreements of the Company: 1994 Stock Option Plan,
1992 Restricted Stock Award Plan (as amended and restated
effective as of February 7, 1994), Amended and Restated
Deferred Compensation Agreement between Johnston Coca-Cola
Bottling Group and Henry A. Schimberg dated December 16, 1991,
as amended, 1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling
Group and John R. Alm dated as of April 30, 1993, 1993
Amendment and Restatement of Deferred Compensation Agreement
between Johnston Coca-Cola Bottling Group and Philip H.
Sanford dated as of April 30, 1993, and the Matched Employee
Savings Investment Plan, or any amendment or supplement
thereto, and causing such plans or agreements or any such
amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
14th day of April, 1994.
HENRY A. SCHIMBERG
--------------------------------
Henry A. Schimberg, Director
Coca-Cola Enterprises Inc.
<PAGE>
CERTIFICATE
The undersigned, E. Liston Bishop III, hereby certifies that
he is an Assistant Secretary of Coca-Cola Enterprises Inc., a
Delaware corporation (the "Company"), and hereby further certifies
that the following constitutes a true, correct and complete copy of
certain resolutions adopted by the Board of Directors of the
Company at its meeting held on April 14, 1994, at which a quorum
was present and acting throughout, and such resolutions have not
been amended, modified or rescinded and are in full force and
effect on the date hereof:
RESOLVED, that the following numbers of shares of the
Company's common stock, par value $1.00 per share, be, and
they hereby are, specifically authorized and reserved for
issuance from treasury shares or authorized and unissued
shares pursuant to the plans designated: (a) 2,000,000 shares
issuable under the Company's 1994 Stock Option Plan, (b)
725,000 shares issuable under the 1992 Restricted Stock Award
Plan (as amended and restated effective as of February 7,
1994), (c) 3,000,000 shares issuable under, and participation
interests in, the Company's Matched Employees Savings and
Investment Plan, and (d) 666,675 shares issuable under the
Amended and Restated Deferred Compensation Agreements between
Johnston Coca-Cola Bottling Group, Inc. and John R. Alm,
Philip H. Sanford and Henry A. Schimberg (all of the foregoing
shares referred to collectively as the "Benefit Plan Shares");
and
FURTHER RESOLVED, that the Company be, and it hereby is,
authorized to file with the Securities and Exchange Commission
registration statements, including any exhibits thereto and
any amendments and supplements thereto, on any appropriate
form authorized by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, providing for
registration of the Benefit Plan Shares; and
FURTHER RESOLVED, that the proper officers of the Company
be, and each of them hereby is, authorized, int he name and on
behalf of the Company, to execute and deliver a power of
attorney appointing the directors and officers of the Company,
or any of them, to act as attorneys in fact for the Company,
or any of them, to act as attorneys in fact for the Company
for the purpose of executing and filing with the Securities
and Exchange Commission any such registration statement, or
any amendment or supplement thereto, or any document deemed
appropriate by any such officer in connection therewith; and
FURTHER RESOLVED, that Lowry F. Kline, be, and hereby is,
designated and appointed as the agent for service of the
Company in all matters related to such registration
statements; and
FURTHER RESOLVED, that the Company may execute and
deliver to the New York Stock Exchange, Inc. or any other
appropriate exchange, any application, including any amendment
or supplement thereto, for the listing of the Benefit Plan
Shares upon issuance, and may appoint a listing agent or
listing agents to represent the Company for such purpose and
to execute, in the name and on behalf of the Company, any
other agreement or instrument that may be necessary or
appropriate to accomplish such listing; and
FURTHER RESOLVED, that the Company be, and it hereby is,
authorized to effect or maintain the registration or
qualification (or exemption therefrom) of all or any part of
the Benefit Plan Shares for offer or sale under the securities
laws of any of the states or jurisdictions of the United
States of America or under the applicable laws or regulations
of any country or political subdivision thereof; and
FURTHER RESOLVED, that any officer of the Company, or
such other person or persons as the Chief Executive Officer or
his designee may appoint, be, and each of them hereby is,
authorized to execute, in the name and on behalf of the
Company and under its corporate seal or otherwise, deliver and
file any agreement, instrument, certificate or any other
document, or any amendment or supplement thereto, and to take
any other action that such person may deem appropriate to
carry out the intent and purpose of the preceding resolutions
and to effectuate the transactions contemplated thereby.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and the seal of the Company, this 21st day of April, 1994.
[SEAL] E. LISTON BISHOP III
---------------------------------
E. Liston Bishop III
Assistant Secretary
