COCA COLA ENTERPRISES INC, DEF 14A, 1995-03-06

COCA COLA ENTERPRISES INC
DEF 14A, 1995-03-06
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

Coca-Cola Enterprises Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE>
Coca-Cola Enterprises Inc. (LOGO)

<TABLE>
<S> <C>
Summerfield K. Johnston, Jr. PO Box 1778
Vice Chairman and Atlanta, GA 30301
Chief Executive Officer 404 676-2100
</TABLE>

March 6, 1995

Dear Share Owner,

You are cordially invited to attend the 1995 Annual Meeting of Share Owners
of Coca-Cola Enterprises Inc. which will be held in Wilmington, Delaware on
Monday, April 17, 1995, at 10:30 a.m. The enclosed meeting notice and proxy
statement contain details concerning the business to be discussed at the
meeting.

Please sign, date and return your proxy card in the enclosed envelope at
your earliest convenience to assure that your shares will be represented and
voted at the meeting, even if you cannot attend.

Summerfield K. Johnston, Jr.
<PAGE>

Coca-Cola Enterprises Inc. (LOGO)

NOTICE OF ANNUAL MEETING OF SHARE OWNERS
TO BE HELD APRIL 17, 1995

TO THE OWNERS OF COMMON STOCK
OF COCA-COLA ENTERPRISES INC.

The 1995 Annual Meeting of Share Owners of Coca-Cola Enterprises Inc., a
Delaware corporation, will be held in the du Barry Room of the Hotel du Pont,
11th and Market Streets, Wilmington, Delaware, on Monday, April 17, 1995, at
10:30 a.m., local time, for the purpose of considering and voting upon the
following proposals:

1. To elect four directors to serve until the 1998 Annual Meeting of
Share Owners;

2. To approve the Company's 1995 Restricted Stock Award Plan;

3. To approve the Company's 1995 Stock Option Plan;

4. To approve the Company's Executive Management Incentive Plan
(effective January 1, 1995);

5. To approve the Company's Long-Term Incentive Plan (effective
January 1, 1995);

6. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the 1995 fiscal year;

7. To consider and vote on a share-owner proposal to create an
independent nominating committee; and

8. To transact such other business as may properly come before the
meeting and any adjournments thereof.

Information relating to the above matters is set forth in the attached
proxy statement. Share owners of record at the close of business on February 17,
1995, are entitled to notice of and to vote at the meeting and any adjournments
thereof. A list of share owners of the Company as of the close of business on
February 17, 1995, will be available for inspection during normal business hours
from March 30 through April 14, 1995, at the offices of Morris, Nichols, Arsht
and Tunnell, 1201 North Market Street, Wilmington, Delaware.

By Order of the Board of Directors

J. GUY BEATTY, JR.
Secretary
Atlanta, Georgia
March 6, 1995

EACH SHARE OWNER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY. A SHARE OWNER WHO DECIDES TO ATTEND THE MEETING MAY, IF SO DESIRED,
REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
<PAGE>

COCA-COLA ENTERPRISES INC.
ONE COCA-COLA PLAZA, N.W.
ATLANTA, GEORGIA 30313

March 6, 1995

PROXY STATEMENT
FOR ANNUAL MEETING OF SHARE OWNERS
TO BE HELD APRIL 17, 1995

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Coca-Cola Enterprises Inc. (the "Company")
to be voted at the 1995 Annual Meeting of Share Owners of the Company and at any
adjournments thereof. The Annual Meeting will be held in the du Barry Room of
the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on Monday,
April 17, 1995, at 10:30 a.m., local time.

The mailing address of the principal executive offices of the Company is
Post Office Box 1778, Atlanta, Georgia 30301. The approximate date on which this
proxy statement and form of proxy are first being sent or given to share owners
is March 6, 1995.

VOTING

Only owners of record of shares of common stock of the Company ("Company
Stock") at the close of business on February 17, 1995, are entitled to notice of
and to vote at the Annual Meeting or any adjournments thereof. Each share owner
of record on the record date is entitled to one vote for each share of Company
Stock so owned. On February 17, 1995, there were 128,919,649 shares of Company
Stock issued and outstanding. Under the Company's bylaws, the holders of a
majority of the issued and outstanding shares of Company Stock, present in
person or represented by proxy at the Annual Meeting, will constitute a quorum
for the transaction of business.

Share owners may vote in favor of all nominees for election as directors,
withhold their votes as to all nominees or withhold their votes as to specific
nominees. With respect to all other proposals, share owners may vote in favor of
or against each proposal or may abstain from voting. Share owners should specify
their choices on the enclosed form of proxy card. If no specific instructions
are given with respect to the matters to be acted upon, the shares represented
by a properly signed proxy card will be voted FOR the election of all nominees
for director; FOR approval of the Company's 1995 Restricted Stock Award Plan;
FOR approval of the Company's 1995 Stock Option Plan; FOR approval of the
Company's Executive Management Incentive Plan (effective January 1, 1995); FOR
approval of the Company's Long-Term Incentive Plan (effective January 1, 1995);
FOR the ratification of the appointment of Ernst & Young LLP as independent
auditors and AGAINST the share-owner proposal relating to the establishment of
an independent nominating committee. If any other matters properly come before
the Annual Meeting, the persons named as proxies will vote upon such matters
according to their judgment of what is in the best interest of the Company.

With respect to the election of directors, the four nominees receiving the
highest vote totals will be elected as directors of the Company. Accordingly,
abstentions and broker nonvotes* will have no effect on the vote for the
election of directors.

With respect to all other proposals, the affirmative vote of the holders of
a majority of the Company Stock present, or represented and entitled to vote, at
the Annual Meeting, will be required

- ---------------

*"Broker nonvotes" are limited proxies submitted by brokers who do not have the
required voting authority from the beneficial owners.
<PAGE>

to approve such proposals. Abstentions will be counted as present and entitled
to vote, and will have the effect of "No" votes. Broker nonvotes will not be
included in vote totals and will have no effect on the outcome of each vote.

Proxies and votes will be tabulated by First Chicago Trust Company of New
York, the transfer agent for the shares of Company Stock. Because certain
holders of more than a majority of Company Stock (see "Principal Share Owners")
have advised the Company of their intention to vote all such shares for the
election of all directors nominated by the Board of Directors for election to
the Board; for approval of the Company's 1995 Restricted Stock Award Plan; for
approval of the Company's 1995 Stock Option Plan; for approval of the Company's
Executive Management Incentive Plan (effective January 1, 1995); for approval of
the Company's Long-Term Incentive Plan (effective January 1, 1995); for the
ratification of Ernst & Young LLP as independent auditors of the Company for the
1995 fiscal year and against the share-owner proposal relating to the
establishment of an independent nominating committee, the presence of a quorum
and approval of all proposals except the share-owner proposal are reasonably
assured.

All proxies delivered pursuant to this solicitation are revocable at any
time prior to voting at the option of the persons executing them by giving
written notice to the Secretary of the Company, by delivering a proxy bearing a
later date or by voting in person at the Annual Meeting. All properly executed
proxies delivered pursuant to this solicitation and not revoked will be voted at
the Annual Meeting in accordance with the directions given.

All expenses incurred in connection with the solicitation of proxies will
be borne by the Company. Such costs include charges by brokers, banks,
fiduciaries and custodians for forwarding proxy materials to beneficial owners
of stock held in their names. Solicitation may be undertaken by mail, telephone
and personal contact by directors, officers and employees of the Company without
additional compensation.

PRINCIPAL SHARE OWNERS

Set forth in the table below is information as of February 17, 1995 (except
as otherwise noted) with respect to persons known to the Company to be the
beneficial owners of more than five percent of Company Stock:

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
- ----------------------------------- ------------------ --------
<S> <C> <C>
The Coca-Cola Company...................................... 56,318,906(1) 43.7%
One Coca-Cola Plaza, N.W.
Atlanta, Georgia 30313

Summerfield K. Johnston, Jr................................ 10,461,604(2) 8.1%
One Coca-Cola Plaza, N.W.
Atlanta, Georgia 30313

Brinson Partners, Inc...................................... 9,441,260(3) 7.3%
209 South LaSalle
Chicago, Illinois 60604-1295

Southeastern Asset Management, Inc......................... 8,626,777(4) 6.7%
Suite 900
6075 Poplar Avenue
Memphis, Tennessee 38119
</TABLE>

- ---------------

(1) The Coca-Cola Company has advised the Company that it intends to vote its
shares of Company Stock in favor of (i) the election of all directors
nominated by the Board of Directors for election to the Board; (ii) approval
of the Company's 1995 Restricted Stock Award Plan; (iii) approval

2
<PAGE>

of the Company's 1995 Stock Option Plan; (iv) approval of the Company's
Executive Management Incentive Plan (effective January 1, 1995); (v)
approval of the Company's Long-Term Incentive Plan (effective January 1,
1995); (vi) the ratification of Ernst & Young LLP as independent auditors of
the Company for the 1995 fiscal year; and against the share-owner proposal
relating to the establishment of an independent nominating committee.
(2) Summerfield K. Johnston, Jr. is Vice Chairman of the Board of Directors and
Chief Executive Officer of the Company. See "Election of Directors (Proposal
No. 1) -- Information Concerning Directors" and " -- Security Ownership of
Directors and Officers" below. Mr. Johnston has advised the Company that he
intends to vote his shares of Company Stock in favor of (i) the election of
all directors nominated by the Board of Directors for election to the Board;
(ii) approval of the Company's 1995 Restricted Stock Award Plan; (iii)
approval of the Company's 1995 Stock Option Plan; (iv) approval of the
Company's Executive Management Incentive Plan (effective January 1, 1995);
(v) approval of the Company's Long-Term Incentive Plan (effective January 1,
1995); (vi) the ratification of Ernst & Young LLP as independent auditors of
the Company for the 1995 fiscal year; and against the share-owner proposal
relating to the establishment of an independent nominating committee.
(3) As of February 13, 1995, Brinson Partners, Inc., a registered investment
advisor, together with its subsidiary, Brinson Trust Company, had sole
voting and dispositive power with regard to all of the shares shown.
(4) As of December 31, 1994, Southeastern Asset Management, Inc., a registered
investment advisor, had sole voting and dispositive power with regard to
7,189,577 of the shares held by it, had shared voting and dispositive power
with regard to 1,324,700 of the shares held by it, and had no voting or
dispositive power with regard to 112,500 of the shares held by it.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

NOMINEES

The Board of Directors of the Company, pursuant to the bylaws of the
Company, has set the number of directors of the Company at fourteen. The
directors are divided into three classes, with approximately one-third of the
members of the Board of Directors to be elected by the share owners annually to
serve three-year terms. The terms of L. Phillip Humann, Scott L. Probasco, Jr.,
E. Neville Isdell and Francis A. Tarkenton as directors of the Company expire at
the Annual Meeting.

The Board of Directors has named L. Phillip Humann, Scott L. Probasco, Jr.,
E. Neville Isdell and Francis A. Tarkenton to stand for election as directors at
the Annual Meeting. Each of the nominees has consented to serve as a director if
elected at the Annual Meeting. Should any one or more of these nominees become
unable to serve for any reason, or choose not to serve (which is not
anticipated), the Board of Directors may designate a substitute nominee or
nominees (in which event the persons named in the enclosed proxy card will vote
all valid proxy cards for the election of such substitute nominee or nominees),
allow the vacancy or vacancies to remain open until a suitable candidate or
candidates are located, or by resolution provide for a lesser number of
directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF L. PHILLIP HUMANN, SCOTT L. PROBASCO, JR., E. NEVILLE ISDELL AND
FRANCIS A. TARKENTON AS DIRECTORS TO HOLD OFFICE UNTIL THE 1998 ANNUAL MEETING
OF SHARE OWNERS, AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND
QUALIFIED.

3
<PAGE>

INFORMATION CONCERNING DIRECTORS

Set forth below with respect to the directors and nominees for director of
the Company is information regarding their principal occupations (which have
continued for at least the past five years unless otherwise noted) and certain
other information.

- --------------------------------------------------------------------------------

NOMINEES FOR ELECTION TO TERM EXPIRING 1998

- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
- ------------------- L. PHILLIP HUMANN, 49, is President and a director of SunTrust Banks,
- ------------------- Inc. (bank holding company). He is also a director of Equifax Inc.
- ------------------- (information services company) and Haverty Furniture Companies, Inc. He
- ------------------- was elected Chairman of the Board and Chief Executive Officer of Trust
- ------(Photo)------ Company Bank in 1985. Mr. Humann was elected Senior Executive Vice
- ------------------- President-Banking of SunTrust Banks, Inc. in 1990, and elected President
- ------------------- in 1991. He has been a director of the Company since April 1992.
- -------------------
- -------------------

- ------------------- SCOTT L. PROBASCO, JR., 66, is a director and Chairman of the Executive
- ------------------- Committee of the Board of American National Bank and Trust Company of
- ------------------- Chattanooga. He is also a director of Chattem, Inc. (branded consumer
- ------------------- products and specialty chemicals), Provident Life and Accident Insurance
- ------(Photo)------ Company of America and SunTrust Banks, Inc. Mr. Probasco also served as
- ------------------- a director of Johnston Coca-Cola Bottling Group, Inc. ("Johnston
- ------------------- Coca-Cola" from 1962 to 1991. He has been a director of the Company
- ------------------- since December 1991.
- -------------------

- ------------------- E. NEVILLE ISDELL, 51, has been a Senior Vice President of The Coca-Cola
- ------------------- Company since January 1989 and President of the Greater Europe Group of
- ------------------- The Coca-Cola Company since January 1995. From 1993 to 1995, Mr. Isdell
- ------------------- served as President of the Northeast Europe/Middle East Group of The
- ------(Photo)------ Coca-Cola Company and from 1989 to 1993 he was President of the
- ------------------- Northeast Europe/Africa Group of The Coca-Cola Company. He is also a
- ------------------- director of Amalgamated Beverages Great Britain Limited (holding company
- ------------------- of a United Kingdom bottling joint venture), Coca-Cola FEMSA, S.A. de
- ------------------- C.V. (Mexican soft drink bottler and distributor) and Coca-Cola Amatil
Limited (Australian-based soft drink bottler and distributor). He has
been a director of the Company since July 1993.

- ------------------- FRANCIS A. TARKENTON, 55, is a business consultant and a public speaker.
- ------------------- He served as Chairman of the Board of Directors and Chief Executive
- ------------------- Officer of KnowledgeWare, Inc. (computer software company) from 1986 to
- ------------------- December 1994. He is also a director of Sterling Software, Inc.
- ------(Photo)------ (computer software company). He has been a director of the Company since
- ------------------- October 1986.
- -------------------
- -------------------
- -------------------
</TABLE>

4
<PAGE>

- --------------------------------------------------------------------------------

INCUMBENT DIRECTORS -- TERMS EXPIRING 1996

- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
- ------------------- JOHN L. CLENDENIN, 60, is Chairman of the Board, President and Chief
- ------------------- Executive Officer of BellSouth Corporation (telecommunications holding
- ------------------- company). He is also a director of Equifax Inc., Providian Corporation
- ------------------- (insurance holding company), National Service Industries, Inc.
- ------(Photo)------ (diversified manufacturing company), The Kroger Co. (retail grocery
- ------------------- chain), Wachovia Corp. (bank holding company), Springs Industries, Inc.
- ------------------- (producer of finished fabrics, home furnishings and industrial fabrics)
- ------------------- and the New York Stock Exchange, Inc. He has been a director of the
- ------------------- Company since October 1986.

- ------------------- M. DOUGLAS IVESTER, 47, has served as President and a director of The
- ------------------- Coca-Cola Company since July 1994. He was Executive Vice President and
- ------------------- Principal Operating Officer/North America of The Coca-Cola Company from
- ------------------- April 1993 to July 1994. He was Senior Vice President of The Coca-Cola
- ------(Photo)------ Company and President of its North America Business Sector from 1991 to
- ------------------- 1993 and President, Coca-Cola USA from 1990 to 1991. He is a director of
- ------------------- Georgia-Pacific Corporation (manufacturer and distributor of pulp, paper
- ------------------- and building products). Mr. Ivester has been Chairman of the Board of
- ------------------- Directors of the Company since April 1993.

- ------------------- JOHN E. JACOB, 60, has been Executive Vice President of Anheuser-Busch
- ------------------- Companies, Inc. (brewer) since July 1994 and a director of that company
- ------------------- since 1990. He served as President and Chief Executive Officer of the
- ------------------- National Urban League, Inc. (community-based social service and advocacy
- ------(Photo)------ agency) from 1982 to July 1994. He is a director of The Continental
- ------------------- Corporation (insurance holding company) and LTV Corporation
- ------------------- (manufacturer of steel and energy products). He has been a director of
- ------------------- the Company since October 1986.
- -------------------

- ------------------- SUMMERFIELD K. JOHNSTON, JR., 62, has served as Vice Chairman of the
- ------------------- Board of Directors and Chief Executive Officer of the Company since
- ------------------- December 1991 when the Company acquired all of the stock of Johnston
- ------------------- Coca-Cola of which he had been Chairman of the Board and Chief Executive
- ------(Photo)------ Officer since 1979. He served as Chairman of the Board of Coca-Cola
- ------------------- Bottling Company of Northwest Georgia, Inc. ("CCBC NW Georgia") from
- ------------------- 1951 to February 1995. Mr. Johnston is a director of SW Centrifugal,
- ------------------- Inc. (bronze foundry), The Coca-Cola Bottling Company of New York, Inc.
- ------------------- and American National Bank and Trust Company of Chattanooga.

- ------------------- ROBERT A. KELLER, 64, is a consultant to The Coca-Cola Company and a
- ------------------- senior counsel at the law firm of King & Spalding. He served as Senior
- ------------------- Vice President and General Counsel of The Coca-Cola Company from 1978
- ------------------- until his retirement in 1991. He is also a director of The Coca-Cola
- ------(Photo)------ Bottling Company of New York, Inc. He has been a director of the Company
- ------------------- since August 1986.
- -------------------
- -------------------
- -------------------
</TABLE>

5
<PAGE>

- --------------------------------------------------------------------------------

INCUMBENT DIRECTORS -- TERMS EXPIRING 1997

- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
- ------------------- HOWARD G. BUFFETT, 40, has been Corporate Vice President and Assistant
- ------------------- to the Chairman and a director of Archer Daniels Midland Company
- ------------------- (agricultural processor and merchandiser) since 1992 and President of
- ------------------- Buffett Farms since 1989. From 1989 to 1992, Mr. Buffett served on the
- ------(Photo)------ Douglas County Board of Commissioners in Omaha, Nebraska. From 1989 to
- ------------------- 1991, Mr. Buffett served as Chairman of the Nebraska Ethanol Authority
- ------------------- and Development Board. He is also a director of Berkshire Hathaway Inc.
- ------------------- (diversified holding company). He has been a director of the Company
- ------------------- since December 1993.

- ------------------- JOHNNETTA B. COLE, 58, is President of Spelman College, Atlanta,
- ------------------- Georgia. Dr. Cole is also a director of NationsBank of Georgia, N.A.,
- ------------------- Merck & Co., Inc. (manufacturer of health maintenance and restoration
- ------------------- products) and Management Training Corporation. She has been a director
- ------(Photo)------ of the Company since December 1990.
- -------------------
- -------------------
- -------------------
- -------------------

- ------------------- T. MARSHALL HAHN, JR., 68, has been Honorary Chairman of the Board of
- ------------------- Directors of Georgia-Pacific Corporation since December 1993. Mr. Hahn
- ------------------- served as Chairman of the Board and Chief Executive Officer of Georgia-
- ------------------- Pacific Corporation from 1985 to 1993. He is also a director of Norfolk
- ------(Photo)------ Southern Corporation (railway holding company), SunTrust Banks, Inc.,
- ------------------- Trust Company of Georgia and Cincinnati, Inc. (manufacturer of machine
- ------------------- tools). He has been a director of the Company since October 1986.
- -------------------
- -------------------

- ------------------- CLAUS M. HALLE, 67, is Chief International Consultant to The Coca-Cola
- ------------------- Company. He is also a director of The Coca-Cola Bottling Company of New
- ------------------- York, Inc. He has been a director of the Company since October 1988.
- -------------------
- ------(Photo)------
- -------------------
- -------------------
- -------------------
- -------------------

- ------------------- HENRY A. SCHIMBERG, 62, has served as President, Chief Operating Officer
- ------------------- and a director of the Company since December 1991, when the Company
- ------------------- acquired all of the stock of Johnston Coca-Cola, of which he had been
- ------------------- President and Chief Operating Officer since 1984 and a director since
- ------(Photo)------ 1982.
- -------------------
- -------------------
- -------------------
- -------------------
</TABLE>

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<PAGE>

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

In accordance with the bylaws of the Company, the Board of Directors has
established six standing committees: an Executive Committee, an Audit Committee,
a Compensation Committee, a Committee on Directors, a Public Issues Review
Committee and a Capital Projects Review Committee.

The Executive Committee, during the intervals between meetings of the Board
of Directors, may exercise the powers of the Board of Directors except with
respect to a limited number of matters which include amending the certificate of
incorporation or the bylaws of the Company and recommending to the share owners
of the Company a merger of the Company, the sale of all or substantially all of
the assets of the Company or the dissolution of the Company. Members are Messrs.
Johnston (Chairman), Clendenin, Hahn, Halle, Isdell, Ivester and Tarkenton. The
Executive Committee did not meet in 1994.

The Audit Committee recommends to the Board of Directors the engagement of
the independent auditors of the Company and reviews with the independent
auditors the scope and results of the audits, reviews the adequacy and
effectiveness of the Company's internal controls, reviews the quality and
integrity of the Company's annual and interim external financial reports,
reviews the professional services furnished by the independent auditors to the
Company and handles any other matters the Board of Directors deems appropriate.
Members are Messrs. Humann (Chairman), Hahn, Jacob, Probasco and Dr. Cole. The
Audit Committee met three times in 1994.

The Compensation Committee reviews and approves all salary arrangements,
including annual and long-term incentive awards and other remuneration, for
officers of the Company. It also is responsible for administration of the
Company's stock option and restricted stock plans, incentive plans, and certain
other compensation plans. Members are Messrs. Hahn (Chairman), Halle, Probasco
and Tarkenton. The Compensation Committee met three times in 1994.

The Committee on Directors recommends to the Board of Directors candidates
for election to the Board of Directors and reviews matters relating to potential
director conflicts of interest and directors' fees and retainers. The Committee
on Directors considers nominees for directorships submitted by share owners. All
nominations by share owners must be made in accordance with the bylaws of the
Company. See "Share-Owner Proposals for 1996 Annual Meeting." Members are
Messrs. Clendenin (Chairman), Jacob, Johnston and Keller. The Committee on
Directors met once in 1994.

The Public Issues Review Committee reviews Company policy and practice
relating to significant public issues of concern to the share owners, the
Company, its employees, the communities served by the Company and the general
public. Members are Messrs. Jacob (Chairman), Buffett, Clendenin, Schimberg,
Tarkenton and Dr. Cole. The Public Issues Review Committee met once in 1994.

The Capital Projects Review Committee reviews and approves all proposed
capital projects for property, plant and equipment of the Company where the
amount involved for a specific project is $1 million or more. Capital projects
of $10 million or more also require approval of the Board of Directors. Members
are Messrs. Johnston (Chairman), Isdell, Ivester and Schimberg. The Capital
Projects Review Committee did not meet in 1994.

In 1994, the Board of Directors held five meetings. Each director attended
at least 75 percent of the total of all meetings of the Board and each committee
on which such director served.

COMPENSATION OF DIRECTORS

Directors of the Company who are not officers or employees of the Company
receive an annual retainer of $30,000 and an attendance fee of $1,000 per
meeting for meetings of the Board of Directors or of a Board committee. The
directors are also entitled to reimbursement for expenses of

7
<PAGE>

attending meetings. The aggregate of all retainers and fees paid to the
directors in 1994 was $458,000. Beginning in 1995, 33% of the directors'
retainers and fees are paid into the Deferred Compensation Plan for Non-Employee
Director Compensation (the "Deferred Compensation Plan") and treated as if used
to purchase shares of Company Stock on the date paid into the Deferred
Compensation Plan. Thereafter, the value of each director's account is measured
by the current market price of Company Stock. Directors may also choose to have
any of the balance of their retainers and fees paid into the Deferred
Compensation Plan, to be held in accounts measured by the market price of
Company Stock or credited with interest at the prime lending rate set from time
to time by Trust Company Bank.

In November 1986, each member of the Board of Directors who was not an
officer of the Company or The Coca-Cola Company was awarded an option to acquire
up to 1,500 shares of Company Stock at a price of $16.50 per share, the price at
which Company Stock was sold to the public in the Company's November 21, 1986
initial public offering. Options to acquire up to 1,500 shares of Company Stock
at a price of $16.50 per share were awarded to Dr. Cole in December 1990 and to
Mr. Humann in April 1992. All such options remain unexercised. See "Security
Ownership of Directors and Officers" below.

The Retirement Plan for the Board of Directors provides that all directors
who are not employed by or retired from either the Company, The Coca-Cola
Company, or the subsidiaries of either company, and who, upon their retirement
from the Board, have (i) served at least five years on the Board and (ii)
attained at least age 55 at retirement, shall be entitled to a monthly
retirement benefit equal to one-twelfth of the annual retainer then in effect
for directors. The retirement benefit will be paid to the retired director or
surviving spouse of such director for a term not to exceed the director's total
number of months of service on the Board.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

The number of shares of Company Stock and of the common stock of The
Coca-Cola Company owned beneficially by each director and each nominee for
director of the Company and by all directors and executive officers of the
Company as a group, as of February 17, 1995, is set forth in the table below.
Unless otherwise indicated, all persons shown in the table have sole voting and
investment power with regard to the shares shown.

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
-----------------------------------------------------
THE COCA-COLA COMPANY
COMPANY STOCK COMMON STOCK
------------------------- -------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
NAME SHARES OWNED OF CLASS SHARES OWNED OF CLASS
- -------------------------------------------- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Howard G. Buffett()......................... 5,000 * 14,998 *
John L. Clendenin(1)........................ 2,000 * 0 *
Johnnetta B. Cole(1)........................ 1,575 * 0 *
T. Marshall Hahn, Jr.(1)(2)................. 6,500 * 20,458,889 1.6%
Claus M. Halle(3)........................... 10,000 * 848,750 *
L. Phillip Humann(1)(4)..................... 3,505 * 0 *
E. Neville Isdell(5)........................ 2,000 * 427,040 *
M. Douglas Ivester(6)....................... 12,460 * 1,882,413 *
John E. Jacob(1)............................ 1,500 * 0 *
Summerfield K. Johnston, Jr.(7)............. 10,461,604 8.1% 45,200 *
Robert A. Keller(8)......................... 4,076 * 350,364 *
Scott L. Probasco, Jr.(9)................... 542,097 * 15,000 *
Henry A. Schimberg(10)...................... 1,160,892 * 19,470 *
Francis A. Tarkenton(1)(11)................. 14,699 * 26,300 *
John R. Alm(12)............................. 391,473 * 0 *
</TABLE>

8
<PAGE>

- ---------------

<TABLE>
<C> <S>
* Less than one percent
(1) Beneficial ownership as reported in the table includes, with respect to Messrs.
Clendenin, Hahn, Humann, Jacob and Tarkenton and to Dr. Cole, 1,500 shares of
Company Stock which may be acquired by each such director upon the exercise of
outstanding stock options.
(2) Includes 20,458,889 shares of common stock of The Coca-Cola Company held by Emory
University, Atlanta, Georgia, as of December 31, 1994; Mr. Hahn serves as Chairman
of Emory University's investment committee.
(3) Includes 10,000 shares held in a trust of which he is co-trustee and beneficiary,
18,440 shares of common stock of The Coca-Cola Company owned by his wife and of
which he has disclaimed beneficial ownership, 15,000 shares of common stock of The
Coca-Cola Company owned by a foundation of which he is a co-trustee, and 68,750
shares of common stock of The Coca-Cola Company held in two charitable trusts of
which he is a donor.
(4) Includes 5 shares held in the Company's dividend reinvestment plan.
(5) Includes 500 shares of common stock of The Coca-Cola Company owned by his daughter,
137,500 shares of common stock of The Coca-Cola Company which are subject to
transfer restrictions, options to acquire 287,499 shares of common stock of The
Coca-Cola Company which are exercisable or will be exercisable on or before April
30, 1995, and 1,541 shares of common stock of The Coca-Cola Company held in trust
through The Coca-Cola Company Thrift Plan as of December 31, 1994.
(6) Includes 796 shares owned by his wife, 210 shares jointly owned with his parents
and 85 shares owned by his mother-in-law, all of which he has disclaimed beneficial
ownership, 700,000 shares of common stock of The Coca-Cola Company which are
subject to transfer restrictions, options to acquire 1,013,513 shares of common
stock of The Coca-Cola Company which are exercisable or will be exercisable on or
before April 30, 1995, and 49,080 shares of common stock of The Coca-Cola Company
held in trust through The Coca-Cola Company Thrift Plan as of December 31, 1994.
(7) Includes 11,516 shares held in two custodial accounts and 108,538 shares held in
trust for his minor child, 561,847 shares owned by his son and of which he has
disclaimed beneficial ownership and 1,784,656 shares held in a trust of which he is
a co-trustee. Also, includes options to acquire 298,466 shares of Company Stock
which are exercisable or will be exercisable on or before April 30, 1995, 411,000
restricted shares which are subject to forfeiture and 17,139 shares held in trust
through the Company's Matched Employee Savings and Investment Plan ("MESIP") as of
December 31, 1994. Includes 44,000 shares of common stock of The Coca-Cola Company
held by two trusts of which he is a trustee and 1,200 shares of common stock of The
Coca-Cola Company held as custodian for two of his children.
</TABLE>

9
<PAGE>

<TABLE>
<S> <C>
(8) Includes 102 shares owned by his wife and of which he has disclaimed beneficial
ownership, 6,993 shares of common stock of The Coca-Cola Company owned by his wife
and of which he has disclaimed beneficial ownership and 37,769 shares of common
stock of The Coca-Cola Company held in trusts of which his wife is a trustee and of
which he has disclaimed beneficial ownership. Includes options to acquire 20,000
shares of common stock of The Coca-Cola Company which are exercisable on or before
April 30, 1995.
(9) Includes 2,500 shares owned by his wife of which he has disclaimed beneficial
ownership.
(10) Includes 388,349 shares held pursuant to his Deferred Compensation Agreement (See
"Executive Compensation -- Employment Contracts and Termination of Employment
Arrangements"), options to acquire 296,733 shares which are exercisable or will be
exercisable on or before April 30, 1995, and 472,000 restricted shares which are
subject to forfeiture. Includes 2,260 shares of Company Stock and 19,470 shares of
common stock of The Coca-Cola Company held in trust through the Company's MESIP as
of December 31, 1994.
(11) Includes 199 shares held in the Company's dividend reinvestment plan as of December
31, 1994.
(12) Includes 199,346 shares held pursuant to his Deferred Compensation Agreement (See
"Executive Compensation -- Employment Contracts and Termination of Employment
Arrangements"), options to acquire 77,599 shares which are exercisable or will be
exercisable on or before April 30, 1995, 86,000 restricted shares which are subject
to forfeiture and 26,778 shares held in trust through the Company's MESIP as of
December 31, 1994.
(13) Includes options to acquire 83,833 shares which are exercisable or will be
exercisable on or before April 30, 1995, 19,000 restricted shares which are subject
to forfeiture, 46 shares held in the Company's dividend reinvestment plan as of
December 31, 1994, and 5,753 shares held in trust through the Company's MESIP as of
December 31, 1994.
(14) Includes options to acquire 41,466 shares which are exercisable or will be
exercisable on or before April 30, 1995, 39,600 restricted shares which are subject
to forfeiture, 5,407 shares held in trust through the Company's MESIP as of
December 31, 1994, 1,049 shares of common stock of The Coca-Cola Company owned by
his wife and 972 shares of common stock of The Coca-Cola Company held in trust
through the Company's MESIP as of December 31, 1994.
(15) Includes options to acquire 1,091,427 shares which are exercisable or will be
exercisable on or before April 30, 1995, and 1,258,800 restricted shares which are
subject to forfeiture. Includes 837,500 shares of common stock of The Coca-Cola
Company which are subject to transfer restrictions and 1,364,075 shares of common
stock of The Coca-Cola Company subject to options which are exercisable or will be
exercisable on or before April 30, 1995.
</TABLE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 and regulations of the
Securities and Exchange Commission thereunder require the Company's executive
officers and directors and certain persons who own more than 10% of Company
Stock, as well as certain affiliates of such persons, to file initial reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Executive officers, directors and certain
persons owning more than 10% of Company Stock are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the copies of such
forms received by it and written representations, and except as reported in
prior proxy statements, the Company believes that all filing requirements
applicable to such persons have been complied with in 1994 and prior years,
except for a Form 4 reporting the acquisition of shares in February 1994 by
Bernice H. Winter, the Company's Vice President and Controller, which was not
filed during the succeeding month as required. A filing was made in February
1995 reporting the omitted acquisition.

10
<PAGE>

CERTAIN LEGAL PROCEEDINGS

In Anheuser-Busch Companies, Inc. et al. v. The BOC Group, Inc. et al. (No.
92-1133-CIV-ORL-19, United States District Court, Middle District of Florida,
Orlando Division), the Company is one of several plaintiffs in a civil antitrust
lawsuit against suppliers of carbon dioxide. One of the defendants was Archer
Daniels Midland Company ("ADM"), a corporation of which Howard G. Buffett, a
director of the Company, is also a director and executive officer. During 1994,
ADM settled with all plaintiffs and was dismissed as a defendant. The oversight
responsibility for this lawsuit was assigned to the Audit Committee of the Board
of Directors, of which Mr. Buffett is not a member.

11
<PAGE>

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the four other most highly compensated
executive officers (determined as of the end of the last fiscal year) (hereafter
referred to as the named executive officers) for the fiscal years ended December
31, 1992, 1993 and 1994:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ --------------------------------
AWARDS PAYOUTS
----------------------- -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) SARS(#) ($) ($)(3)
- -------------------------------------------- ---- ------- ------- ------------ --------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Summerfield K. Johnston, Jr................. 1994 900,000 675,000 126,353 2,117,000(4) 147,000 0 44,356
Vice Chairman and Chief Executive Officer 1993 800,000 502,400 134,855 1,010,000 123,300 0 38,217
1992 750,000 345,000 336,896 2,956,250 324,400 0 11,250

Henry A. Schimberg.......................... 1994 800,000 600,000 148,346 3,248,500(5) 129,000 0 1,483,097
President and Chief Operating Officer 1993 700,000 439,600 139,192 1,376,125 164,000 0 348,611
1992 650,000 299,000 213,239 2,543,750 281,100 0 13,464,930

John R. Alm................................. 1994 370,000 238,650 40,840 456,250(6) 43,000 0 29,132
Senior Vice President and Chief Financial 1993 340,000 180,880 59,532 202,000 32,000 0 1,037,755
Officer 1992 300,000 108,000 183,631 618,750 84,400 0 1,561,122

G. David Van Houten, Jr..................... 1994 225,000 173,250 (7) 200,750(8) 20,000 0 13,058
Vice President, Regional Operations 1993 205,000 162,153 (7) 122,000 17,000 0 9,320
1992(9)

Summerfield K. Johnston III................. 1994 220,000 168,080 140,471 200,750(10) 20,000 0 11,069
Vice President, Regional Operations 1993 205,000 108,035 138,213 122,000 17,000 0 8,610
1992 190,000 68,400 62,895 252,350 45,200 0 6,487
</TABLE>

- ---------------

(1) "Other Annual Compensation" in 1994 includes: for Mr. Johnston, Jr.,
$85,243 for nonbusiness use of Company aircraft; for Mr. Schimberg,
$26,400 as a housing allowance, $58,025 for nonbusiness use of Company
aircraft; for Mr. Johnston III, $59,808 for nonbusiness use of Company
aircraft.
(2) Dividends are paid on all shares of restricted stock at the same rate paid
on all shares of Company Stock. For restricted stock awarded in 1992, the
following principal terms apply: (a) the stock is subject to forfeiture if
the officer's employment with the Company terminates for any reason other
than (i) death, (ii) disability or (iii) retirement at least six years
after the date of grant (provided, however, that if the executive retires
during the four-year period after the date of grant, all restricted stock
is forfeited, if retirement is during the fifth year, two-thirds of the
award is forfeited and one-third is vested, if during the sixth year,
one-third is forfeited and two-thirds is vested); (b) the stock will vest
earlier and all restrictions will be removed if the average price of
Company Stock reaches specified levels: at $27.75 per share, one-half of
the original grant will vest; at $34.6875 per share, an additional
one-fourth of the original grant will vest; and at $41.625 per share, the
balance will vest. For restricted stock awarded in 1993, the following
principal terms apply: (a) the stock is subject to forfeiture if the
officer's employment with the Company terminates for any reason other than
(i) death, (ii) disability, (iii) retirement at age 65 with at least ten
years of service or (iv) retirement at least six years after the date of
the grant (provided, however, that if the executive retires during the
four-year period after the date of grant, all restricted stock is
forfeited, if retirement is during the fifth year, two-thirds of the award
is forfeited and one-third is vested, if during the sixth year, one-third
is forfeited and two-thirds is vested); (b) the stock will vest earlier
and all restrictions will be removed if the average price of Company Stock
reaches specified levels: at $25.00 per share, one-half of the original
grant will vest; at $31.25 per share, an additional one-fourth of the
original grant will vest, and at $37.50 per share, the balance will vest.
For restricted stock awarded in 1994, vesting is dependent

12
<PAGE>

upon the average market value of Company Stock rising to certain levels
within five years from the date of grant: one-half vests at $26.5313, an
additional one-fourth at $30.9531 and the balance at $35.3750.
(3) "All Other Compensation" in 1994 includes: for Mr. Johnston, Jr., $41,872
paid to a defined contribution pension plan and $2,484 paid for term life
insurance; for Mr. Schimberg, $45,945 paid to a defined contribution
pension plan, $2,484 paid for term life insurance and $434,668 in interest
and dividends accrued to an account to which he is entitled upon
termination of employment, and a $1 million distribution to him from that
account (See "Executive Compensation -- Employment Contracts and
Termination of Employment Arrangements"); for Mr. Alm, $16,526 paid to a
defined contribution pension plan; $2,053 paid for term life insurance and
$10,553 in interest and dividends accrued to an account to which he is
entitled upon termination of employment (See "Executive
Compensation -- Employment Contracts and Termination of Employment
Arrangements"); for Mr. Van Houten, $11,615 paid to a defined contribution
pension plan and $1,443 paid for term life insurance; and for Mr. Johnston
III, $9,847 paid to a defined contribution pension plan and $1,222 paid
for term life insurance.
(4) At December 31, 1994, Mr. Johnston, Jr. held 411,000 restricted shares of
Company Stock, having a market value at that date of $7,398,000.
(5) At December 31, 1994, Mr. Schimberg held 472,000 restricted shares of
Company Stock, having a market value at that date of $8,496,000.
(6) At December 31, 1994, Mr. Alm held 86,000 restricted shares of Company
Stock, having a market value at that date of $1,548,000.
(7) Perquisites and other personal benefits, securities or property for Mr.
Van Houten did not exceed the lesser of $50,000 or 10% of his salary and
bonus, and there were no other items of "Other Annual Compensation."
(8) At December 31, 1994, Mr. Van Houten held 19,000 restricted shares of
Company Stock, having a market value at that date of $342,000.
(9) Mr. Van Houten was not an executive officer in 1992.
(10) At December 31, 1994, Mr. Johnston III held 39,600 restricted shares of
Company Stock, having a market value at that date of $712,800.

13
<PAGE>

STOCK OPTIONS GRANTED

The following table contains information concerning the grant of stock
options during 1994 under the Company's 1994 Stock Option Plan to the named
executive officers.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------
NUMBER OF % OF TOTAL GRANT DATE
SECURITIES OPTIONS GRANTED EXERCISE OR PRESENT
UNDERLYING TO EMPLOYEES IN BASE PRICE VALUE
NAME OPTIONS GRANTED(1) FISCAL YEAR ($/SH) EXPIRATION DATE ($)(2)
- ---------------------- ------------------ --------------- ----------- ----------------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Johnston, Jr. .... 147,000 9.1% 17.6875 February 7, 2004 804,090
Mr. Schimberg......... 129,000 8.0% 17.6875 February 7, 2004 754,650
Mr. Alm............... 43,000 2.7% 17.6875 February 7, 2004 385,710
Mr. Van Houten........ 20,000 1.2% 17.6875 February 7, 2004 179,400
Mr. Johnston III...... 20,000 1.2% 17.6875 February 7, 2004 179,400
</TABLE>

- ---------------

(1) Options granted in 1994 are performance-based options and become exercisable
only upon the average market price of Company Stock having attained certain
increases within five years from the date of grant: upon a 60% increase in
the market price (i.e., reaching $28.30), one half of the options become
exercisable; upon a 100% increase in the market price ($35.3750), all
options become exercisable. Any options not becoming exercisable in five
years are forfeited.
(2) The "grant date present value" is based upon the Black-Scholes option
pricing model adapted for use in valuing executive stock options. The actual
value, if any, an executive may realize upon exercise of the option will
depend on the excess of the stock price over the exercise price on the date
the option is exercised, so there is no assurance the value realized by an
executive will be at or near the value estimated by the Black-Scholes model.
The principal assumptions incorporated into the valuation model by the
Company include the following: expected volatility, risk-free rate of
return, dividend yield, and anticipated option term. The expected volatility
assumption was established based on five years of end-of-the-quarter closing
stock prices and dividends paid immediately preceding the option grant date.
The risk-free rate of return was based on the yield to maturity of U.S.
Treasury strip securities with terms approximating the assumed option term.
The dividend yield is derived by dividing total dividends paid on Company
Stock during the immediately preceding fiscal year prior to the grant by the
stock price on the grant date. The anticipated term was based on a term of
ten years, or six months after normal retirement date, whichever comes
first. No assumptions were made regarding nontransferability and risk of
forfeiture. The assumptions chosen materially impact the resultant
valuations.

14
<PAGE>

OPTION/SAR EXERCISES AND HOLDINGS

The following table provides information with respect to the named
executive officers concerning the exercise of options and/or stock appreciation
rights ("SARs") during the last fiscal year and the number of unexercised
options and SARs held as of the end of the fiscal year.

AGGREGATED OPTION AND SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION AND SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS VALUE OF
AND SARS AT UNEXERCISED IN-THE-MONEY
FISCAL OPTIONS/SARS AT
NUMBER YEAR-END(#) FISCAL YEAR-END($)
OF SHARES ----------------- ------------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- ----------- ----------------- ------------------------
<S> <C> <C> <C> <C>
Mr. Johnston, Jr.................... 0 0 149,233 / 445,467 569,349 / 1,184,639
Mr. Schimberg....................... 0 0 148,366 / 425,734 550,511 / 1,141,340
Mr. Alm............................. 0 0 38,799 / 120,601 148,047 / 309,541
Mr. Van Houten...................... 0 0 109,416 / 31,334 261,061 / 40,252
Mr. Johnston III.................... 0 0 20,732 / 61,468 79,145 / 164,555
</TABLE>

LONG-TERM INCENTIVE PLANS

The following table provides information concerning awards made during the
last fiscal year to the named executive officers under the Company's long-term
incentive plans. Payouts, if any, under the long-term incentive plans of the
Company will be reported in the Summary Compensation Table for the year of
payout. Under these plans, payouts are based upon the annual growth rate of the
Company's cash operating profit (operating income plus depreciation and
amortization) over a three-year period. Whether a payout is at the threshold,
target or maximum amount depends upon the amount of the percentage increase in
the Company's cash operating profit over the relevant three-year period. Any
payouts earned under the plans would be made either (i) 50 percent in the first
year following the end of the relevant three-year period and the balance two
years after that, assuming continued employment of the executive officer, or
(ii) in full in the year following death, retirement or disability. Any
executive officer whose employment is terminated for any reason besides death,
retirement or disability has no right to any further payout. The plans provide
that awards may be prorated when a participant leaves the Company for immediate
employment at The Coca-Cola Company or certain of its affiliates.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER
PERFORMANCE OR NON-STOCK PRICE-BASED PLANS
OTHER PERIOD UNTIL ----------------------------
MATURATION OR THRESHOLD TARGET MAXIMUM
NAME PAYOUT ($)(1) ($)(1) ($)(1)
- ----------------------------------------------------- --------------------- --------- ------ -------
<S> <C> <C> <C> <C>
Mr. Johnston, Jr..................................... 3-year period ending 20% of 40% of 80% of
December 31, 1996 salary salary salary

Mr. Schimberg........................................ 3-year period ending 20% of 40% of 80% of
December 31, 1996 salary salary salary

Mr. Alm.............................................. 3-year period ending 15% of 30% of 60% of
December 31, 1996 salary salary salary

Mr. Van Houten....................................... 3-year period ending 12.5% of 25% of 50% of
December 31, 1996 salary salary salary

Mr. Johnston III..................................... 3-year period ending 12.5% of 25% of 50% of
December 31, 1996 salary salary salary
</TABLE>

- ---------------

(1) "Salary" is the average annual salary, as reported in the Summary
Compensation Table, over the three-year period.

15
<PAGE>

PENSION PLANS

The Company sponsors a non-contributory, qualified defined benefit plan
which provides benefits for substantially all nonunion, full-time employees.
Retirement income benefits are based upon a participant's highest average annual
compensation during any three of the last 10 consecutive calendar years and the
participant's years of credited service.

The Company also maintains an unfunded, nonqualified defined benefit
pension plan which provides benefits which are not provided by the qualified
plan due to the limits set forth in the Internal Revenue Code. The combined
benefit provided by the qualified and nonqualified plans is limited to 200% of
the maximum annual benefit allowed under Section 415 of the Internal Revenue
Code. The maximum benefit under these plans for 1994 was $237,600.

The following table shows the estimated annual benefits payable at normal
retirement age (65) under the defined benefit qualified and nonqualified plans.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE AT RETIREMENT
-------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- -------- --------
<C> <S> <C> <C> <C> <C> <C> <C>
$ 300,000 ......... 51,750 69,000 86,250 103,500 120,750 138,000
350,000 ......... 60,375 80,500 100,625 120,750 140,875 161,000
400,000 ......... 69,000 92,000 115,000 138,000 161,000 184,000
450,000 ......... 77,625 103,500 129,375 155,250 181,125 207,000
500,000 ......... 86,250 115,000 143,750 172,500 201,250 230,000
550,000 ......... 94,875 126,500 158,125 189,750 221,375 237,600
600,000 ......... 103,500 138,000 172,500 207,000 237,600 237,600
650,000 ......... 112,125 149,500 186,875 224,250 237,600 237,600
700,000 ......... 120,750 161,000 201,250 237,600 237,600 237,600
750,000 ......... 129,375 172,500 215,625 237,600 237,600 237,600
800,000 ......... 138,000 184,000 230,000 237,600 237,600 237,600
900,000 ......... 155,250 207,000 237,600 237,600 237,600 237,600
1,000,000 ......... 172,500 230,000 237,600 237,600 237,600 237,600
1,250,000 ......... 215,625 237,600 237,600 237,600 237,600 237,600
1,500,000 ......... 237,600 237,600 237,600 237,600 237,600 237,600
1,750,000 ......... 237,600 237,600 237,600 237,600 237,600 237,600
</TABLE>

Benefits shown in the table above are computed as straight-life annuity
amounts upon retirement at age 65 and are not subject to reduction for Social
Security or other amounts.

Covered compensation includes salary and bonuses, in each case computed as
of the year actually paid rather than as of the year in which it was earned. In
comparison to the Summary Compensation Table, covered compensation excludes
Other Annual Compensation, Restricted Stock Awards and All Other Compensation.

Covered compensation for 1994 as well as years of credited service at the
end of the fiscal year for the executive officers is summarized below:

<TABLE>
<CAPTION>
OFFICER COMPENSATION CREDITED SERVICE
------------------------------------------- ------------ ----------------
<S> <C> <C>
Mr. Johnston, Jr. ......................... $1,575,000 40 Years
Mr. Schimberg.............................. 1,400,000 13 Years
Mr. Alm.................................... 608,650 17 Years
Mr. Van Houten............................. 398,250 23 Years
Mr. Johnston III........................... 388,080 17 Years
</TABLE>

16
<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

Mr. Schimberg has a Restated Compensation Agreement with Johnston
Coca-Cola, dated December 16, 1991, as amended, which originally provided that
he would be entitled to a payment of $13 million (plus accrued interest and
dividends) upon the termination of his employment, with or without cause, from
Johnston Coca-Cola, a subsidiary of Johnston Coca-Cola, or the Company. In 1993,
the agreement was amended to place the amount payable to Mr. Schimberg into two
accounts: $8 million plus accrued interest into a cash account, to earn interest
at the rate paid by Trust Company Bank on six-month certificates of deposit of a
like amount, reset every six months; and $5 million into a stock account to be
invested in Company Stock, with any dividends paid on Company Stock reinvested
in the cash account. Upon the termination of Mr. Schimberg's employment, the
stock and amounts held in cash will be paid to Mr. Schimberg. Mr. Schimberg may
elect installment payments over a period not to exceed ten years, but if he
makes no such election, the Company may pay in installments over a period of not
more than five years. Payments will commence within 60 days after the
termination of Mr. Schimberg's employment; interest on installment payments of
cash would accrue at the rate of interest equal to the yield to maturity on
ten-year United States Treasury bonds having an issue date nearest the date on
which amounts become payable, unless another interest rate is agreed upon by
Johnston Coca-Cola and Mr. Schimberg. Mr. Schimberg has the right to request
payment of all or any part of the value of his account prior to his termination
of employment, but any such payments are at the sole discretion of the Board of
Directors of Johnston Coca-Cola. In 1994, a $1 million payment to Mr. Schimberg
from the cash account was approved.

Mr. Alm has a Deferred Compensation Agreement with Johnston Coca-Cola,
dated December 16, 1991, which became effective upon the Company's acquisition
of Johnston Coca-Cola. The agreement originally provided for $2.5 million,
together with interest, to be paid to Mr. Alm upon the termination of his
employment with the Company. In 1993, Mr. Alm elected to have the entire balance
of the account invested in Company Stock, to be held until his termination of
employment. Dividends on Company Stock are held as cash in the account and
accrue interest at the rate paid by Trust Company Bank on six-month certificates
of deposit of a like amount, with interest being reset every six months. Mr. Alm
is entitled to the value of his account only upon the termination of his
employment with the Company. Mr. Alm may elect an installment period not to
exceed ten years, but if no such election is made, the Company may pay
installments over a period not to exceed five years. Payments will commence
within 60 days after Mr. Alm's termination of employment.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for establishing and reviewing
the salaries, compensation plans and other remuneration of the officers of the
Company. The programs adopted by the Committee link compensation to the
Company's financial performance and growth in share-owner value.

Compensation Philosophy. There are three primary elements of the Company's
compensation program applicable to all of the executive officers, each of which
is determined by the factors summarized in this report:

- Base salary compensation

- Annual cash incentive compensation

- Long-term incentive compensation

The Committee adopted programs in 1994 which continued the compensation
policies and plans established in 1992, with significant additional performance
goals for management tied to increases in the value of Company Stock.

17
<PAGE>

The Committee's guidelines call for total individual compensation packages
(salary, bonus and incentives) to fall at approximately the 75th percentile for
comparable positions at comparable companies, with higher ranges achieved only
in the event of the Company's outstanding performance. The overall compensation
packages in 1994 for the executive officers fell within the framework of these
guidelines. The incentive program is designed to provide high risk and high
reward potential, evidenced by the use of performance vested restricted stock,
performance vested stock options and premium priced stock options. In addition,
challenging cash operating profit goals have been set for the long-term
incentive plan. In making a comparison of the degree of difficulty to Fortune
125 Industrial companies, the Company's 1994 incentive program ranks among the
highest in degree of difficulty as determined by the Company's independent
compensation consultants.

Base Salary Compensation. The Committee's goal in setting base salary
compensation has been to be at approximately the 50th percentile base salary
level of consumer products companies of comparable size, using data from its
independent compensation consultants. These companies are selected to be
representative of the consumer products industry generally and are therefore
broader than the peer group of publicly traded soft drink companies used for
comparison of five-year cumulative return in this proxy statement. Further, the
companies are selected without regard to financial performance. When adjusting
base salary for individual executive officers in 1994, the Committee considered
changed duties and responsibilities and significant individual performance
during the preceding year. While such judgments must at some point be
subjective, the Committee was assisted by the recommendations of the Company's
senior human resources executives and its Chief Executive Officer (who did not
participate in discussions relating to his compensation) and the independent
compensation consultants.

Annual Incentive Compensation. For fiscal 1994, the Committee approved an
annual incentive plan for the officers and executive managers of the Company,
which continued, in all material respects, the plans begun in 1992. The 1994
plan established target award levels based solely upon financial results in
attaining budgeted cash operating profit increases over the prior year,
consistent with management's belief that cash operating profit growth is the
primary measure of the Company's financial performance. Under the plan, 100% of
the targeted award would be earned in the event the Company achieved its
budgeted cash operating profit, with reduced awards payable if budgeted cash
operating profit was not attained and increased awards payable if budgeted cash
operating profit was exceeded.

A significant portion of the cash compensation payable to the Company's
executive officers is tied to the annual incentive plan. Assuming performance
targets are achieved, potential awards range from 7% to 115% of salary, the
percentage for each recipient commensurate with his or her level of
responsibility and thus ability to contribute to growth in cash operating
profit. Cash awards under the annual incentive plan for 1994 were paid to the
Company's executive officers with corporate wide responsibilities based upon
attaining 101% of the Company's budgeted cash operating profit and ranged from
52% to 75% of salary, depending on the individual's position with the Company.
Cash awards under the 1994 annual incentive plan paid to the Company's executive
officers with region responsibilities ranged from 77% to 82% of salary, based
upon their respective regions attaining between 104% and 106% of their
respective region's budgeted cash operating profit.

Long-Term Incentive Compensation. Both the Company's management and the
Compensation Committee believe that significant stock ownership in the Company
links the economic interests of share owners and management and therefore is a
major incentive for management. The Company's long-term incentive plans and
programs are designed to provide the recipient with a proprietary interest in
the growth and performance of the Company and the value of its shares.

In addition, the Company has established stock ownership guidelines for its
management group, including all executive officers. Under these guidelines each
individual executive is expected to own Company Stock with value equal to a
multiple of the executive's base salary. Ownership

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<PAGE>

levels are based on the executive's position in the Company, and multiples range
from two to seven times base salary. While compliance with the ownership
guidelines is voluntary, failure to meet the guidelines within a specified
period disqualifies the executive from participation in any future grants of
stock options or restricted stock by the Company until guidelines are met.

The Company's long-term incentive compensation consists of a three-year
cash incentive plan, a stock option plan and a restricted stock award plan.

Three-year Cash Incentive Plan. The Committee approved a three-year cash
incentive plan for the years 1994 through 1996, based entirely upon prospective
cash operating profit increases, and providing potential cash compensation to
the senior officers and certain executive managers based solely upon compounded
annual cash operating profit growth for such three-year period. Assuming at
least the minimum required increases are achieved, potential awards under the
plan range from 10% to 80% of salary, the percentage for each participant
commensurate with his or her level of responsibility and thus ability to
contribute to growth in cash operating profit. No award will be payable under
the 1994-1996 plan until 1997.

Stock Option Plan and Restricted Stock Plan. In furtherance of the
Committee's belief that significant ownership by executive management of Company
Stock is essential for long-term growth in share-owner value, the Company has in
place a stock option plan and a restricted stock award plan. No individual
executive can be awarded more than 300,000 option shares under the 1994 Stock
Option Plan nor more than 181,250 shares under the 1992 Restricted Stock Award
Plan as amended.

A total of 1,606,900 option shares were awarded during fiscal 1994 under
the 1994 Stock Option Plan. Of this total, 506,000 option shares were awarded to
all executive officers with 147,000 of the executive officer option shares
awarded to the Vice Chairman and Chief Executive Officer. Options were awarded
under three sets of conditions, each tied to the average market price of Company
Stock on date of grant ($17.6875), as follows:

(1) For Senior Executive Band positions (including all executive
officers), options become exercisable only in the event the market value of
Company Stock increases to specified levels within five years from the date
of grant. Fifty percent of the options become exercisable with a 60%
increase in stock price, and all become exercisable if the stock price
doubles. If the performance targets are not met within five years of grant,
nonvested options are forfeited. The exercise price is equal to the fair
market price on the date of grant.

(2) For Executive Band positions, options were awarded at a premium
exercise price of 120% of market price of Company Stock on date of grant.
Options vest over a three-year period regardless of the market price of
Company Stock.

(3) For other management positions, options were awarded at an
exercise price equal to the market price of Company Stock on date of grant.
Options vest over a three-year period regardless of the market price of
Company Stock.

Since stock options awarded in 1994 to members of the Senior Executive Band
are tied to the future performance of Company Stock, they provide value to the
recipient only in the event Company Stock increases significantly above the
option exercise price. The number of individual option grants approved by the
Committee was determined by a common formula based upon a percentage of base
salary in relation to the current market value of Company Stock, the amount of
which percentage varies with each individual's level of responsibility, with the
highest percentages being assigned to the Chief Executive Officer and the Chief
Operating Officer. No consideration was given to the number of shares already
owned by a recipient.

The Compensation Committee believes that the 1992 Restricted Stock Award
Plan, as amended, in building stock ownership among the Company's officers and
management executives, enhances the potential for profitability and share-owner
value. Shares are earned under the plan

19
<PAGE>

based upon a schedule which is indexed to increases in the market price of
Company Stock, such that 50% of the award vests if the market price of Company
Stock increases 50% over the market price on the grant date, 75% vests with a
75% increase over the market price on the grant date, and 100% vests when the
stock price doubles over the market price on the grant date. In order for any
shares to vest, the stock performance targets must be met within five years of
the grant date. The average market price of Company Stock on the date of grant
was $17.6875 per share. Shares do not vest by virtue of retirement, death or
disability. A total of 685,000 shares were awarded under the 1992 Restricted
Stock Award Plan (as amended and restated effective as of February 7, 1994) in
fiscal 1994. Of this total, 423,000 shares were awarded to all executive
officers; with 116,000 of those shares awarded to the Vice Chairman and Chief
Executive Officer. The number of individual awards made to the officers and
executive managers was determined by a formula based upon a percentage of base
salary in relation to the current market value of Company Stock; the percentage
varies with each individual's level of responsibility, with the highest
percentages being assigned to the Chief Executive Officer and the Chief
Operating Officer.

The guidelines established by the Committee for the 1994 grants of option
shares and restricted stock awards for officer and executive managers were
considered on the basis of advice from the Company's independent compensation
consulting firm. The Company's consultant stated to the Committee that it relied
upon its review of similar plans and incentive compensation practices at
comparable companies and used data from its own compensation surveys to make its
recommendation.

Compensation of Chief Executive Officer. The Committee established fiscal
1994 compensation for the Company's Chief Executive Officer on the basis of the
following principles and guidelines:

- The Chief Executive Officer's base salary and incentive compensation
should reflect his performance in that capacity, measured primarily by
the extent to which the Company attained its specified cash operating
profit growth target. For fiscal 1993, the Company's cash operating
profit increased 8%, the goal established by the budget approved by the
Company's Board of Directors. This circumstance was the most significant
factor to the Committee in deciding the amount of increase to the Chief
Executive Officer's salary.

- The Chief Executive Officer's base salary compensation should also be
reviewed in the context of amounts paid to chief executives with
comparable levels of experience and qualifications at other consumer
products companies engaged in the same or similar businesses, considering
also the historic salary levels paid by the Company to its Chief
Executive Officer. The Committee concluded, based on data furnished by
its independent consultants, that the Chief Executive Officer's 1994 base
salary satisfied the test referred to above in all respects.

- A significant portion of the Chief Executive Officer's cash compensation
should be directly tied to the Company's financial performance. Under the
Company's 1994 annual incentive compensation plan the Chief Executive
Officer could earn an award of as much as 115% of salary depending upon
the amount of the Company's 1994 cash operating profit in relation to the
increase set forth in the Company's budget approved by the Board of
Directors. The actual award based on 1994 cash operating profit increase
was 75% of salary which related to the Company's achievement of 101% of
budgeted cash operating profit.

- In line with the Committee's belief that long-term incentive compensation
should be structured so that cash incentives are payable only in the
event the Company achieves specified cash operating profit growth
targets, and that significant ownership by management is essential for
long-term growth in share-owner value, stock options and restricted stock
awards should promote share-owner value by providing the potential for
additional stock ownership to the Chief Executive Officer. Accordingly,
the Committee determined to structure long-term incentive compensation to
the Chief Executive Officer in line with the principles followed in
setting long-term incentive compensation for the other executive officers
(see the

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<PAGE>

preceding discussion). Therefore, the Chief Executive Officer's long-term
incentive compensation was set without adjustment to reflect his
ownership of Company Stock he obtained in 1991 in exchange for his
interest in Johnston Coca-Cola.

Section 162(m) of the Internal Revenue Code. Section 162(m) of the
Internal Revenue Code limits a corporation's ability to take a deduction for
federal tax purposes for certain compensation paid to its executives. There is
an exception to this limitation for "performance-based" compensation, which
requires share-owner approval. Consequently, the Company's Board of Directors
has recommended that the following compensation plans applicable to executive
officers be submitted to the Company's share owners for approval under the
provisions of Section 162(m).

- 1995 Restricted Stock Award Plan

- 1995 Stock Option Plan

- Executive Management Incentive Plan (effective January 1, 1995)

- Long-Term Incentive Plan (effective January 1, 1995)

If these plans are approved by the Company's share owners, the Company
believes that all compensation paid or payable under the terms of the above
plans to its executive officers covered under Section 162(m) of the Internal
Revenue Code will qualify for deductibility under that section. Conversely, no
compensation will be paid pursuant to these plans until the approval of the
share owners is obtained.

T. Marshall Hahn, Jr., Chairman
Claus M. Halle
Scott L. Probasco, Jr.
Francis A. Tarkenton

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<PAGE>

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

Set forth below is a line graph presentation showing a five-year comparison
of the cumulative total return on Company Stock to both the S&P Composite 500
Index and an index of peer group companies selected by the Company. The peer
group consists of three publicly traded soft drink bottlers: Coca-Cola Beverages
Ltd., Coca-Cola Bottling Co. Consolidated and Whitman Corporation. The graph
assumes $100 invested on December 29, 1989, in Company Stock and in each index,
with the subsequent reinvestment of dividends on a quarterly basis. (Each date
shown is a fiscal year-end of the Company.)

[GRAPH]

<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) CCE peer group S&P 500
<S> <C> <C> <C>
12/29/89 100 100 100
12/28/90 97.19 68.19 96.89
12/31/91 96.70 100.17 126.28
12/31/92 77.34 101.40 135.88
12/31/93 96.59 126.18 149.52
12/31/94 114.32 124.37 151.55
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCK OWNERSHIP BY AND DIRECTOR RELATIONSHIPS WITH THE COCA-COLA COMPANY

The Company was formed initially as a wholly-owned subsidiary of The
Coca-Cola Company, and The Coca-Cola Company remains the largest share owner of
the Company, owning as of February 17, 1995, directly and indirectly through its
subsidiaries, 56,318,906 shares of Company Stock, representing approximately 44%
of the outstanding Company Stock. In addition, two directors of the Company are
executive officers of The Coca-Cola Company, and two other directors of the
Company are former executive officers of The Coca-Cola Company.

AGREEMENTS AND TRANSACTIONS WITH THE COCA-COLA COMPANY

The Company and The Coca-Cola Company have entered into significant
transactions and agreements with one another, incident to their respective
businesses, and the Company and The Coca-Cola Company are expected to enter into
material transactions and agreements from time to time in the future.

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<PAGE>

Material agreements and transactions between the Company and The Coca-Cola
Company during 1994 are described below.

Bottle Contracts and Purchases of Finished Product. For operations within
the United States and the Caribbean, the Company and its subsidiaries (referred
to collectively as the "Company") purchase syrups and concentrates from The
Coca-Cola Company and manufacture, package, distribute and sell liquid
nonalcoholic refreshment products under bottle contracts with The Coca-Cola
Company. These contracts give the Company the exclusive right to produce and
market beverage products of The Coca-Cola Company in bottles and cans in
specified territories. The bottle contracts also provide The Coca-Cola Company
with the ability to set prices of the syrups and concentrates for the beverages
of The Coca-Cola Company, as well as the terms of payment and other terms and
conditions under which the Company purchases such syrups and concentrates. The
Company has other agreements with The Coca-Cola Company under which it purchases
finished product for sale within its territories. Under the international bottle
contract applicable to the Company's Dutch subsidiary, Coca-Cola Beverages
Nederland B.V. ("CCB Nederland"), CCB Nederland purchases concentrate and syrup
from The Coca-Cola Company and manufactures, packages, distributes and sells its
principal liquid nonalcoholic refreshment products in bottles in its territory.
CCB Nederland has a nonexclusive right within its territory to distribute
products of The Coca-Cola Company in cans; however, these products must be
purchased in finished packages from The Coca-Cola Company and may not be
produced by CCB Nederland. During the Company's fiscal year ended December 31,
1994, the Company purchased from The Coca-Cola Company approximately $1.4
billion of syrups, concentrates, finished product and, in the Netherlands canned
product, under the bottle contracts and other agreements relating to one-year
appointments of the Company to sell fountain syrup. Payments in 1995 will be
affected by a 2.7% increase in the price of concentrate purchased by the Company
under the bottle contracts.

Purchase of Finished Product from Joint Venture. During 1994, the Company
purchased finished product from Coca-Cola Nestle Refreshments Company, USA, a
joint venture between The Coca-Cola Company and Nestle S.A. During 1994 total
payments to The Coca-Cola Company, on behalf of the joint venture, were
approximately $37 million.

Administrative Services Agreements. The Coca-Cola Company provides the
Company with services relating to some of the administrative,
telecommunications, personnel and transportation activities of the Company. In
general, the Company pays The Coca-Cola Company for each service rendered at a
rate believed by management of the Company to approximate an arms-length rate
for such services. The amount paid by the Company in 1994 to The Coca-Cola
Company for services supplied to the Company for data processing, telephone
service, administrative, shipping and miscellaneous supplies was approximately
$518,000.

Lease of Office Space. The Company's principal executive offices occupy
approximately 28,000 square feet of office space leased from The Coca-Cola
Company. In 1994 the Company incurred approximately $1 million in rental and
related charges; however, that included an additional 76,000 square feet of
office space relinquished during the year when the Company relocated a number of
offices to another office complex in the Atlanta metropolitan area. The
Company's lease of the remaining property has a term ending in 1997.

Tolling Agreements. Most Company locations produce syrup from concentrate
and sweeteners purchased from The Coca-Cola Company. However, a Company location
in San Leandro, California purchases concentrate from The Coca-Cola Company
under a "tolling" agreement and pays a fee to The Coca-Cola Company to combine
the concentrate and sweetener to produce syrup. The tolling fee is based on The
Coca-Cola Company's cost per gallon of syrup produced and delivered and may be
adjusted every three months during the term of the agreement to reflect
increases or decreases in production and/or delivery costs. The amount of
tolling fees due to The Coca-Cola Company under this tolling agreement for 1994
totaled approximately $1.2 million.

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<PAGE>

Management Services. The Company manages the production operations at
various production facilities on behalf of The Coca-Cola Company. During 1994,
The Coca-Cola Company paid the Company $9.6 million for management fees,
manufacturing expenses, rent and other miscellaneous expenses associated with
the management of a syrup plant in Eagan, Minnesota and a noncarbonated hot-fill
facility in Harrisburg, Pennsylvania.

Engineering Services. Enterprises Consulting, Inc. ("ECI"), a wholly-owned
subsidiary of the Company, provided construction design consulting and other
engineering services to The Coca-Cola Company. In 1994, The Coca-Cola Company
paid ECI $2.4 million for these services.

Fountain Production Equipment. During 1994, the Company purchased fountain
production equipment from The Coca-Cola Company for $4.3 million. In addition,
the Company sold fountain production equipment to The Coca-Cola Company for $1.5
million.

Training. The Company provides instruction and training on bottler
operations to various management level employees of the Company and The
Coca-Cola Company. During 1994, The Coca-Cola Company paid the Company $184,000
for these services.

Point-of-Sale Expenses. The Company purchases point-of-sale and other
advertising items from The Coca-Cola Company. In 1994, the Company paid The
Coca-Cola Company approximately $7.8 million for such items and will continue to
purchase such materials in 1995.

Sweetener Requirements Agreement. The Company and The Coca-Cola Company
were parties in 1994 to an arms-length agreement for the purchase by the Company
from The Coca-Cola Company of substantially all of the Company's 1994
requirements for sweetener. The amount paid by the Company to The Coca-Cola
Company under this agreement during 1994 totaled approximately $254 million. The
Company and The Coca-Cola Company have made a similar arrangement that provides
for fixed pricing for sweetener in 1995.

Transshipping. Under the terms of its bottle contracts with The Coca-Cola
Company, the Company is prohibited from directly or indirectly selling any of
the beverage products of The Coca-Cola Company outside its exclusive
territories. Under such contracts, The Coca-Cola Company has the right to assess
transshipment damages on behalf of bottlers in other territories for beverage
products of The Coca-Cola Company produced by the Company and found in another
bottler's territory, regardless of fault. The amount due to The Coca-Cola
Company in 1994 for transshipment assessments was approximately $1.9 million.
The Coca-Cola Company generally retains a portion of the assessments to offset
its administrative and investigation costs and remits the remainder to the
bottlers into whose territories the beverages were transshipped.

Agency Billing and Delivery Arrangements. The Company has entered into
agreements with The Coca-Cola Company pursuant to which it sells fountain syrup
back to The Coca-Cola Company at prices which generally equate to the prices
charged by The Coca-Cola Company to the Company. The Company then delivers such
syrup to certain of the major fountain accounts of The Coca-Cola Company, and
sometimes, on behalf of The Coca-Cola Company, invoices and collects the
receivables with respect to such sales. In 1994, the amounts paid by The
Coca-Cola Company to the Company under these agency arrangements for delivery,
billing and collection totaled approximately $13.5 million.

Sales of Syrups and Bottle and Can Products. In addition to the fountain
syrup sales described above, the Company also sells bottle and can beverage
products to The Coca-Cola Company at prices which generally equate to the prices
charged by the Company to its major customers. In 1994, the amounts paid by The
Coca-Cola Company to the Company for fountain syrups and bottle and can beverage
products totaled approximately $222 million. Additionally, the Company and
Coca-Cola Bottling Co. Consolidated, another bottler in which The Coca-Cola
Company owns an equity interest, bought from and sold to each other finished
soft drink product. These transactions occurred in instances where the proximity
of one party's production facilities to the other party's markets, as well as
other economic considerations, made it more efficient for one bottler to buy

24
<PAGE>

finished product than produce it. In 1994, the Company's sales to that bottler
totaled approximately $11.3 million and purchases were approximately $28.8
million. The Company expects that additional sales and purchases will occur in
1995.

Marketing Support Arrangements. Under the Company's bottle contracts with
The Coca-Cola Company, The Coca-Cola Company may, but is not obligated to,
provide advertising, cooperative marketing or media funding to the Company. The
Coca-Cola Company also provides additional funds for the Company's fountain
product marketing programs. The Coca-Cola Company provided such support for the
Company's 1994 marketing activities and has informed the Company that it intends
to provide such funds for the Company's 1995 marketing activities. The Company
believes that the aggregate of base marketing funds (excluding special or
one-time marketing programs) for 1995 will be at a level comparable to the base
marketing funds provided in 1994. Annually, after its review of the Company's
marketing and advertising plans for the following year, The Coca-Cola Company
formulates a marketing support budget for the Company. During the course of the
year, that marketing support level may change due to the competitive environment
or other factors. To qualify for all of the formulated marketing support, the
Company must commit to local media spending and marketing programs and is
expected by The Coca-Cola Company to satisfy certain sales objectives. For 1994,
total direct marketing support provided to the Company by The Coca-Cola Company
was approximately $319 million, for which the Company was required to pay
approximately $71 million for local media and program expense. In the opinion of
management of the Company, the amount and terms of such marketing support
provided to the Company by The Coca-Cola Company are generally as favorable as
provided by The Coca-Cola Company to other Coca-Cola bottlers who have entered
into bottle contracts similar to those of the Company bottlers. The Coca-Cola
Company provided approximately $34 million to the Company in 1994 under a multi-
year incentive program to develop facilities and systems which will support
accelerated placement of additional cold drink vending equipment.

Financing Arrangements. Coca-Cola Financial Corporation ("CCFC") is a
wholly-owned subsidiary of The Coca-Cola Company. The business of CCFC includes
loans of funds on a secured basis and leases of equipment to Coca-Cola bottlers,
their customers and other customers of The Coca-Cola Company. Interest rates
charged in connection with such transactions are at competitive levels, but for
some transactions, interest rates may be, to an extent, subsidized by The
Coca-Cola Company. During the Company's 1994 fiscal year, CCFC did not advance
funds or enter into any new equipment leases with the Company or any of its
bottlers. In 1994, the Company paid CCFC approximately $723,000 under existing
equipment leases.

Purchase of Coca-Cola Bottlers. On January 4, 1994, the Company purchased
approximately 4% of the outstanding shares of The Coca-Cola Bottling Company of
New York, Inc. ("KONY") from The Coca-Cola Company for approximately $6 million.
These shares represent approximately a 9% voting interest. The Company has the
right of first refusal, exercisable within five years after the initial purchase
of KONY shares, to purchase The Coca-Cola Company's other KONY shares, which
would give the Company control of KONY. In connection with the purchase, the
Company's Vice Chairman and Chief Executive Officer, Summerfield K. Johnston,
Jr., was elected to the KONY Board of Directors.

RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT AND OTHERS

Johnston Technologies Inc ("JTI"), an indirect wholly-owned subsidiary of
the Company, owns approximately 31% of the issued and outstanding shares of
GiroVend Holdings, Ltd. ("GiroVend"). GiroVend owns all of the stock of Debitek,
Inc. ("Debitek"), a Delaware corporation which had been owned 20% by JTI prior
to its acquisition by GiroVend in an exchange of GiroVend stock for Debitek
stock. Other Debitek shareholders received GiroVend shares for their Debitek
shares so that, at December 31, 1994, Summerfield K. Johnston, Jr., Vice
Chairman and Chief Executive Officer and Scott L. Probasco, Jr., a director of
the Company, each owned approximately 1.4% of the outstanding stock of GiroVend,
and Mr. Johnston, Jr. is one of several guarantors of a portion of

25
<PAGE>

Debitek's $675,000 indebtedness to a bank. Five officers of the Company, Henry
A. Schimberg, John R. Alm, Summerfield K. Johnston III, Philip H. Sanford and
Lowry F. Kline, owned in the aggregate approximately .5% of GiroVend's
outstanding stock. Mr. Sanford is also a member of GiroVend's board of
directors. At December 31, 1994, GiroVend owed the Company approximately $1.5
million under a revolving line of credit between the Company and GiroVend for
the benefit of Debitek. Approximately $1.5 million of this indebtedness to the
Company was incurred in 1994. The line of credit is unsecured, carries a
floating rate of interest equal to the three-month LIBOR rate plus 1.5%, reset
quarterly, and matures on demand. The Company has not made a demand for the
repayment of principal under the line of credit, but an interest payment in the
amount of approximately $54,000 was received in January 1995. The Company has
indicated that it will extend the maturity of the line of credit.

During 1994, the Company sold to the CCBC NW Georgia in Fort Oglethorpe,
Georgia, substantially all of that company's requirements for liquid
nonalcoholic refreshments. Mr. Johnston, Jr. was the Chairman of the Board,
Treasurer and a 50%-share owner of the CCBC NW Georgia during 1994. All such
products were produced, shipped and sold at prices equal to the Company's fully
absorbed cost, which is usually less than prices that the Company charges to
other agency customers, plus reimbursement of product handling charges. These
sales totaled approximately $6 million in 1994. During 1994, the Company
provided loading, administrative and miscellaneous services to the CCBC NW
Georgia, which paid the Company approximately $208,000 for such services.

During 1994, the Company loaned a total of $890,696 to Bernice H. Winter,
in connection with her accepting employment as the Company's Vice President and
Controller. The purpose of the loans was to enable Ms. Winter to exercise
certain incentive stock options she had been granted by her previous employer
and to assist her in paying her federal income tax liability arising from the
exercise of those options. The loans are repayable commencing December 1995
through January 2003 and are secured by Ms. Winter's pledge of stock. Interest
does not accrue unless there is a default in payment or unless Ms. Winter's
employment terminates for any reason other than disability.

The Company paid approximately $150,000 of rental and associated charges in
1994 to Mr. Johnston, Jr. and Mr. Johnston III for the Company's use of certain
facilities owned by them.

During 1994, the Company and its subsidiaries, paid approximately $1.7
million to ADM for carbon dioxide. Howard G. Buffett, a director of the Company,
is also a director and executive officer of ADM.

In 1992, the Company made a relocation loan of $200,000 to Gary P.
Schroeder, Vice President, Regional Operations. The loan does not accrue
interest and is secured by a second mortgage on Mr. Schroeder's residence. No
repayment is required until Mr. Schroeder sells the residence or leaves the
Company, for any reason. Upon the sale of the residence, the Company will share
in any appreciation in the value of the property, in the same proportion as its
loan bore to the original purchase price.

Lowry F. Kline, General Counsel of the Company, is a partner in the law
firm of Miller & Martin, counsel to the Company, which received approximately $3
million in legal fees from the Company during 1994.

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<PAGE>

APPROVAL OF THE 1995 RESTRICTED STOCK AWARD PLAN
(PROPOSAL NO. 2)

The Board of Directors of the Company has adopted a 1995 Restricted Stock
Award Plan (the "Restricted Stock Plan") and directed that the Restricted Stock
Plan be submitted to the share owners for their approval at the Annual Meeting.
The Restricted Stock Plan would become effective upon the approval by the
holders of a majority of the shares of Company Stock represented and entitled to
vote at the Annual Meeting. The purpose of the Restricted Stock Plan is to
stimulate officers' and key employees' efforts to enhance the Company's
financial performance and strengthen their loyalty to the Company. The following
summary description of the Restricted Stock Plan is qualified in its entirety by
reference to the full text of the Restricted Stock Plan attached hereto as
Exhibit A.

The Company intends that awards under the Restricted Stock Plan be
"performance-based" compensation within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended.

The Company has reserved a total of 2,040,000 shares of Company Stock for
issuance in connection with awards granted under the Restricted Stock Plan on or
after January 3, 1995. Such shares may be awarded from either authorized and
unissued shares or treasury shares. The maximum number of shares that may be
awarded under the Restricted Stock Plan to any individual on or after January 3,
1995 is 510,000, or 25% of the aggregate number of shares reserved for issuance
under the Restricted Stock Plan.

The Restricted Stock Plan is to be administered by a committee of the Board
of Directors (the "Restricted Stock Committee"), which will be comprised of no
fewer than two members who must be "disinterested persons" within the meaning of
Rule 16b-3 under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and "outside directors" within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(including the transition rules of Proposed Treasury Regulations Section
1.162-27). The Restricted Stock Committee will determine, among other things,
the officers (including nonemployee officers) and key employees to whom awards
are to be granted and the number of shares that may be awarded to each such
officer and key employee, as well as interpret the provisions of the Restricted
Stock Plan. Initially, and until a separate committee is appointed, the
Restricted Stock Committee will be the Compensation Committee of the Board of
Directors.

Subject to meeting the conditions described in the next paragraph, shares
of Company Stock awarded under the Restricted Stock Plan may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of while the
recipient is an officer or employee of the Company, The Coca-Cola Company, or a
25%-or-more-owned subsidiary of the Company or The Coca-Cola Company (The
Coca-Cola Company and such subsidiaries referred to collectively as "Certain
Affiliates") unless specifically authorized by the Restricted Stock Committee.
Approximately 120 officers (including nonemployee officers) and employees of the
Company and its subsidiaries are currently eligible to participate in the
Restricted Stock Plan. Although only officers and employees of the Company and
its subsidiaries are eligible to receive grants under the Restricted Stock Plan,
the Company allows the vesting periods to continue without interruption when the
grantees leave the employment of the Company to become employees of Certain
Affiliates.

The Restricted Stock Plan allows restrictions to be removed during
employment only upon stated increases in the average fair market value of
Company Stock. Restrictions on Company Stock awarded under the Restricted Stock
Plan will be removed solely on account of achieving requisite increases in the
fair market value of Company Stock within five years from the date of grant. For
awards made under the Restricted Stock Plan in 1995, vesting is based upon
attainment of increases of 15%, 32%, 52%, 75% or 100% in the fair market value
of Company Stock over the fair market value at grant date, $17.8750.

27
<PAGE>

"Fair market value" is defined as the average of the high and low market
prices for a share of Company Stock, as reported on the New York Stock Exchange
Composite Transactions listing or as otherwise determined by the Restricted
Stock Committee. The "average fair market value" is the average of the daily
fair market values of Company Stock over twenty consecutive trading days.

The Company Stock under an award will be forfeited upon termination of the
employment of a recipient by the Company or any of the Certain Affiliates for
any reason (including, but not limited to, termination by the Company with or
without cause) other than retirement, death or disability.

Upon the retirement, death or disability of a participant, the Restricted
Stock Plan provides for an additional period during which the requisite
increases in the price of Company Stock can be achieved in order for
restrictions to be removed from the Company Stock, or some portion of the
Company Stock. The additional period would be for a maximum of three years from
the date of retirement, death or disability, not to exceed five years from the
date of the grant.

During the period Company Stock is subject to forfeiture, the participant
is entitled to receive dividends and other distributions on the stock and is
entitled to vote such Company Stock on all matters submitted to share owners.

The Restricted Stock Plan will terminate when all of the Company Stock
authorized for award thereunder has been issued and is no longer subject to
forfeiture, unless terminated earlier by the Board of Directors or the
Restricted Stock Committee.

The Board of Directors or the Restricted Stock Committee may amend, suspend
or terminate the Restricted Stock Plan at any time without the approval of share
owners, except for amendments for which share-owner approval would be required
to retain the benefits of Rule 16b-3 under the Exchange Act or Section 162(m) of
the Internal Revenue Code of 1986, as amended. Nevertheless, no such amendment,
suspension or termination will affect previously granted awards without the
participants' consent unless the Restricted Stock Committee determines that the
change is in the best interests of all participants who have received awards.

The Restricted Stock Committee, subject to the approval of the Restricted
Stock Plan by the share owners, has awarded shares of Company Stock under the
Restricted Stock Plan as outlined in the table entitled "New Plan Benefits" in
this proxy statement.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSAL TO ADOPT THE 1995 RESTRICTED STOCK AWARD PLAN.

APPROVAL OF THE 1995 STOCK OPTION PLAN
(PROPOSAL NO. 3)

The Board of Directors of the Company has adopted the Company's 1995 Stock
Option Plan (the "Option Plan") and directed that the Option Plan be submitted
to the share owners for their approval at the Annual Meeting. The Option Plan
will become effective upon the approval by the holders of a majority of the
shares of Company Stock represented and entitled to vote at the Annual Meeting.
The purpose of the Option Plan is to advance the interest of the Company and its
subsidiaries by encouraging and enabling the acquisition of a financial interest
in the Company by officers and other key employees through grants of stock
options ("Options"). The following summary description of the Option Plan is
qualified in its entirety by reference to the full text of the Option Plan
attached hereto as Exhibit B.

The total number of shares of Company Stock that may be issued under the
Option Plan pursuant to Options granted may not exceed 2,893,100 shares. Options
may be granted to executive officers, other persons within the senior executive
band and executive band, branch managers, sales center managers, and other
officers and management employees (including

28
<PAGE>

nonemployee officers) of the Company and its subsidiaries who are employed in a
position determined by the Option Committee (as defined below) to be eligible to
participate in the Option Plan. No person will be granted Options to acquire
more than 15% of the aggregate number of shares originally authorized for
issuance under the Option Plan. Approximately 1,000 employees and officers of
the Company and its subsidiaries are currently eligible to participate in the
Option Plan.

The Option Plan is to be administered by a committee of the Board of
Directors (the "Option Committee"), and will be comprised of no fewer than two
members who must be "disinterested persons" within the meaning of Rule 16b-3
under the Exchange Act and "outside directors" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (including the transition rules of Proposed Treasury Regulations
Section 1.162-27). Initially, and until a separate committee is appointed, the
Option Committee will be the Compensation Committee of the Board of Directors.
The Option Committee will determine the persons to whom and the times at which
Options will be granted, the number of shares to be subject to each Option, the
duration of each Option, the times within which the Option may be exercised, the
cancellation of the Option (with the consent of the holder thereof) and the
other conditions of the grant of an Option. The Option Committee, however, may
delegate from time to time to the Chief Executive Officer, the authority to make
awards under the Option Plan, unless such delegation would jeopardize the
benefits of Rule 16b-3 under the Exchange Act or Section 162(m) or regulations
thereunder of the Internal Revenue Code of 1986, as amended. The Option
Committee also may interpret provisions of the Option Plan. The conditions of
the grants of Options need not be the same with respect to each optionee or with
respect to each Option.

No Option granted pursuant to the Option Plan will be transferable
otherwise than by will or by the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Internal Revenue Code of
1986, as amended, or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.

Options will be granted with an exercise price of one hundred percent or
more of the fair market value of Company Stock on the date of grant. Grants
described in the table entitled "New Plan Benefits" in this proxy statement
carry an exercise price of one hundred percent of the fair market value of the
Company Stock on the date of grant. With respect to the 1995 grants, the date of
grant is January 3, 1995, and the fair market value on that date was $17.8750.
Payment of the exercise price may be in cash, or with the prior approval and
upon the conditions established by the Option Committee, by delivery of shares
of Company Stock owned by the Optionee.

No Option will be exercisable until at least six months after the later of
the date of grant or the date of approval of the Option Plan by share owners.
Thereafter, each Option will be exercisable within such time periods as
established by the Option Committee on the date of grant, or, in the absence of
the Option Committee's establishment of exercise periods: (i) one-third of the
total number of shares subject to the Option shall be exercisable after twelve
months following the date of grant; (ii) an additional one-third of the total
number of shares subject to the Option shall be exercisable after twenty-four
months following the date of grant; and (iii) all shares subject to the Option
shall be exercisable after thirty-six months following the date of grant.

The Option Committee has the authority to permit an optionee under the
Option Plan to surrender for cancellation any unexercised outstanding Option and
receive in exchange from the Company either shares of Company Stock, an Option
for shares of Company Stock, or both, in amounts and with features designated by
the Option Committee. Furthermore, the Option Committee may extend the duration
of any Option for a period not to exceed one year without changing the Option
price and on such other terms and conditions as the Option Committee may deem
advisable. Unless so extended by the Option Committee, the duration of an Option
is ten years.

The Option Committee, in its sole discretion, may cause all outstanding
Options held by an optionee upon retirement to become immediately exercisable.
Options exercisable upon the

29
<PAGE>

retirement of an optionee (whether due to Option Committee action or otherwise)
or becoming exercisable thereafter, will expire no later than thirty-six months
from the date of such optionee's retirement, or twelve months after the
optionee's death, whichever occurs first, unless the Option Committee determines
otherwise. In no event shall an Option be exercised more than ten years after
the date it is granted.

Upon the death or disability of an optionee prior to termination of
employment, all outstanding Options held by such optionee will expire no later
than twelve months after such death or disability, unless the Option Committee
determines otherwise.

If an optionee's employment with the Company or the Certain Affiliates is
terminated for any reason except death, disability or retirement, then such
optionee's Options will expire no later than six months after the date of such
termination of employment; however, any Option held by such optionee may become
exercisable at the discretion of the Option Committee. Although only officers
(including nonemployee officers) and employees of the Company and its
subsidiaries are eligible to receive grants under the Option Plan, the Company
allows the vesting and exercise periods to continue without interruption when
grantees leave the employment of the Company to become employees of Certain
Affiliates.

The Board of Directors of the Company or the Option Committee may amend,
suspend or terminate the Option Plan at any time without the approval of share
owners, except for amendments for which share-owner approval would be required
to retain the benefits of Rule 16b-3 under the Exchange Act or Section 162(m) of
the Internal Revenue Code of 1986, as amended. Nevertheless, no such amendment,
suspension or termination will affect previously granted awards without the
participant's consent unless the Option Committee determines that the change is
in the best interest of all participants who have received Options.

All Options are nonqualified options for tax purposes. An optionee will not
recognize any taxable income at the time of grant of a nonqualified option. Upon
exercise of a nonqualified option, the optionee will recognize ordinary income
for tax purposes measured by the excess of the then fair market value of the
shares over the exercise price.

The income recognized by an optionee who is also an employee of the Company
will be subject to tax withholding. Upon resale of such shares by the optionee,
any difference between the sale price and the exercise price, to the extent not
recognized as ordinary income upon exercise as provided above, will be treated
as either short-term or long-term capital gain or loss (depending on the holding
period). The Company will be entitled to a deduction in the same amount as the
ordinary income recognized by the optionee.

The Option Committee, subject to the approval of the Option Plan by the
share owners, has awarded Options under the Option Plan as outlined in the table
entitled "New Plan Benefits" in this proxy statement.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSAL TO ADOPT THE 1995 STOCK OPTION PLAN.

APPROVAL OF THE EXECUTIVE MANAGEMENT INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1995)
(PROPOSAL NO. 4)

The Board of Directors of the Company has adopted the Company's Executive
Management Incentive Plan (effective January 1, 1995) (the "Executive Incentive
Plan") and directed that the Executive Incentive Plan be submitted to the share
owners for their approval at the Annual Meeting. The Executive Incentive Plan
will become effective upon the approval by the holders of a majority of

30
<PAGE>

the shares of Company Stock represented and entitled to vote at the Annual
Meeting. The purpose of the Executive Incentive Plan is to advance the interests
of the Company by providing executive officers and managers of the Company with
incentive to assist the Company in meeting and exceeding its business goals. The
following summary description of the Executive Incentive Plan is qualified in
its entirety by reference to the full text of the Executive Incentive Plan
attached hereto as Exhibit C.

The Company intends that the cash awards paid pursuant to the Executive
Incentive Plan be "performance-based" compensation within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended.

The Executive Incentive Plan will be administered by a committee of the
Board of Directors (the "Executive Incentive Plan Committee") and will be
comprised of no fewer than two members who must be "outside directors" within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (including the transition rules of Proposed
Treasury Regulations Section 1.162-27). Initially, the Executive Incentive Plan
Committee will be the Compensation Committee of the Board of Directors. The
Executive Incentive Plan Committee may interpret provisions of the Executive
Incentive Plan.

Cash awards may be made under the Executive Incentive Plan to the chief
executive officer; the chief operating officer; senior vice presidents; vice
presidents, regional operations; region vice presidents/general managers;
corporate vice presidents (levels 1 and 2); division vice presidents/general
managers; regional vice presidents (finance, operations, cold drink and human
resources); area vice presidents and corporate directors. Approximately 120
officers and employees of the Company are currently eligible to participate in
the Executive Incentive Plan.

Awards made under the Executive Incentive Plan will be paid solely on
account of attainment of the budgeted cash operating profit of each performance
unit of the Company. Performance units are classified as corporate, region,
division, area or any combination thereof. A minimum award is paid if a
specified percentage of the budgeted cash operating profit is attained, the
award is increased upon the attainment of budgeted cash operating profit and
increased further upon the attainment of specified percentages above budgeted
cash operating profit. Awards are granted as a percentage of base salary in
effect on December 31 of the year for which the award was made; however, the
Executive Incentive Plan provides that the annual base salary used to compute
the award cannot exceed the annual base salary in effect on the preceding
January 1, increased by 10%. For the chief executive officer and the chief
operating officer, the award range is 13% to 115%; for a senior vice president,
the award range is 11% to 95%. For all other positions listed in the preceding
paragraph, the award ranges vary from 3.5% to 90%.

The Executive Incentive Plan provides that awards may be prorated when a
participant transfers within the Company or subsidiary to a position that is
ineligible for participation in this plan or leaves the employment of the
Company and obtains employment with one of the Certain Affiliates.

The Executive Incentive Plan Committee will have no authority to increase
the amount of an award payable to a participant which would otherwise be due
upon the attainment of a performance goal, but the Executive Incentive Plan
Committee will have the authority to reduce or eliminate any award under the
Executive Incentive Plan.

The Board or the Executive Incentive Plan Committee may terminate or
suspend the Executive Incentive Plan in whole or in part, from time to time, and
may amend the Executive Incentive Plan from time to time to correct any defect
or supply any omission or reconcile any inconsistency in the Executive Incentive
Plan or in the awards made thereunder that does not constitute the modification
of a material term of the Executive Incentive Plan, without the approval of the
share owners of the Company. No action shall be taken, however, without the
approval of the share owners unless the

31
<PAGE>

Committee determines that the approval of share owners would not be necessary to
retain the benefits of Section 162(m) of the Internal Revenue Code of 1986, as
amended.

Subject to the approval of the Executive Incentive Plan by the share
owners, the table entitled "New Plan Benefits" in this proxy statement shows,
for illustrative purposes only, the amounts which would have been payable to the
participants in this plan had it applied to actual 1994 cash operating profit as
compared to budgeted 1994 cash operating profit.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSAL TO ADOPT THE EXECUTIVE MANAGEMENT INCENTIVE PLAN (EFFECTIVE JANUARY 1,
1995).

APPROVAL OF THE LONG-TERM INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1995)
(PROPOSAL NO. 5)

The Board of Directors of the Company has adopted the Company's Long-Term
Incentive Plan (effective January 1, 1995) (the "Long-Term Incentive Plan") and
directed that the Long-Term Incentive Plan be submitted to the share owners for
their approval at the Annual Meeting. The Long-Term Incentive Plan will become
effective upon the approval by the holders of a majority of the shares of
Company Stock represented and entitled to vote at the Annual Meeting. The
purpose of the Long-Term Incentive Plan is to advance the interests of the
Company by providing key management and sales employees with incentive to assist
the Company in meeting and exceeding its business goals. The following summary
description of the Long-Term Incentive Plan is qualified in its entirety by
reference to the full text of the Long-Term Incentive Plan attached hereto as
Exhibit D.

The Company intends that the compensation paid pursuant to the Long-Term
Incentive Plan be "performance-based" within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended.

Cash awards may be made under the Long-Term Incentive Plan to the chief
executive officer; the chief operating officer; senior vice presidents; vice
president, regional operations; region vice presidents/general managers;
corporate vice presidents; region vice presidents; division vice
presidents/general managers; area vice presidents; corporate directors and, as
defined by the Compensation Committee, certain eligible senior staff, of the
Company and its subsidiaries. Approximately 1,000 employees are currently
eligible to participate in the Long-Term Incentive Plan.

The Long-Term Incentive Plan will be administered by a committee of the
Board of Directors (the "Long-Term Incentive Plan Committee") and will be
comprised of no fewer than two members who must be "outside directors" within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (including the transition rules of Proposed
Treasury Regulations Section 1.162-27). Initially, and until a separate
committee is appointed, the Long-Term Incentive Plan Committee will be the
Compensation Committee of the Board of Directors. The Long-Term Incentive Plan
Committee may interpret provisions of the Long-Term Incentive Plan.

Awards made under the Long-Term Incentive Plan will be paid solely on
account of the attainment of specified increases in cash operating profit over
any period of three calendar years (the "Performance Period") beginning January
1 of any year the Long-Term Incentive Plan Committee designates as the beginning
of a Performance Period, as measured on a corporate-wide basis. The awards shall
be payable to participants only upon the attainment of increase in cash
operating profit over the Performance Period. Awards are stated as a percentage
of the participant's average base salary in effect on the last day of each year
of any three-year Performance Period for which an award is made; however, the
Long-Term Incentive Plan provides that the average annual

32
<PAGE>

base salary used to compute the award cannot exceed the annual base salary in
effect on January 1 of the first year of the three-year performance period,
increased by 33 1/3%. The maximum percentages that may be used in the
calculation of awards are determined according to a participant's position, as
follows: Chief Executive Officer or Chief Operating Officer, 80%; senior vice
president, 60%; vice presidents, regional operations and region vice
president/general manager, 50%; corporate vice president, 50%; region vice
president, 40%; division vice president/general manager, 40%; area vice
president, 40%; corporate director, 40%; and eligible senior staff, 30%.

The Long-Term Incentive Plan provides that awards may be paid in one or
more installments, as determined by the Long-Term Incentive Plan Committee. For
the 1995-1997 Performance Period, awards will be paid in cash in two
installments.

The Long-Term Incentive Plan provides that awards may be prorated when a
participant transfers within the Company or subsidiary to a position that is
ineligible for participation in this plan or leaves the employment of the
Company and obtains employment with one of the Certain Affiliates.

The Board of Directors or the Long-Term Incentive Plan Committee may
terminate or suspend the Long-Term Incentive Plan in whole or in part, from time
to time, and may amend the Long-Term Incentive Plan from time to time to correct
any defect or supply any omission or reconcile any inconsistency in the
Long-Term Incentive Plan or in the awards made thereunder that does not
constitute the modification of a material term of the Long-Term Incentive Plan,
without the approval of the share owners of the Company. No action shall be
taken, however, without the approval of the share owners unless the Committee
determines that the approval of share owners would not be necessary to retain
the benefits of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Subject to the approval of the Long-Term Incentive Plan by the share
owners, the table entitled "New Plan Benefits" in this proxy statement shows,
for illustrative purposes only, the amounts which would have been paid to
participants in this plan had it been based on attainment of targeted increases
in cash operating profit over the years 1992 through 1994.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSAL TO ADOPT THE LONG-TERM INCENTIVE PLAN (EFFECTIVE JANUARY 1, 1995).

33
<PAGE>

NEW PLAN BENEFITS

The following table shows: (i) grants of restricted stock under the 1995
Restricted Stock Award Plan and (ii) grants of Options under the 1995 Stock
Option Plan (both grants approved by the Compensation Committee to be effective
January 3, 1995), (iii) pro forma amounts which would be earned for 1995 under
the Executive Management Incentive Plan (effective January 1, 1995); and (iv)
pro forma amounts which would be earned for the 1995 through 1997 period under
the Long-Term Incentive Plan. The table assumes approval of each plan by the
share owners and, in the case of the Executive Management Incentive Plan and the
Long-Term Incentive Plan, are further subject to the assumptions noted in the
footnotes.

<TABLE>
<CAPTION>
PRO FORMA
NUMBER OF 1995 BONUS PRO FORMA
NUMBER OF SHARES UNDER PAYOUT
SHARES OF SUBJECT EXECUTIVE UNDER LONG-
DOLLAR VALUE RESTRICTED DOLLAR TO MANAGEMENT TERM
OF RESTRICTED STOCK VALUE OF OPTIONS INCENTIVE INCENTIVE
NAME AND POSITION STOCK(1) GRANTED OPTIONS GRANTED PLAN(3) PLAN(4)
- -------------------------------- ------------- --------- -------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Summerfield K. Johnston, Jr..... $ 2,025,238 113,300 (2) 65,500 $ 708,750 $ 476,459
Vice Chairman and Chief
Executive Officer
Henry A. Schimberg.............. 3,051,263 170,700 (2) 58,200 630,000 423,519
President and Chief Operating
Officer
John R. Alm..................... 425,425 23,800 (2) 18,600 252,840 148,294
Senior Vice President and
Chief Financial Officer
G. David Van Houten, Jr......... 191,263 10,700 (2) 8,800 188,650 77,185
Vice President, Regional
Operations
Summerfield K. Johnston III..... 187,688 10,500 (2) 8,600 181,450 74,822
Vice President, Regional
Operations
Executive Group................. 7,259,038 406,100 (2) 222,600 2,969,066 1,717,386
Non-Executive Director
Group......................... 0 0 0 0 0
Non-Executive Officer Employee
Group......................... 4,443,725 248,600 (2) 316,600 5,576,034 12,194,273
</TABLE>

- ---------------

(1) The figures shown for the dollar value of restricted stock are derived by
multiplying the number of shares of restricted stock granted by the fair
market value of Company Stock on January 3, 1995, $17.8750 per share.
(2) Options have an exercise price equal to the fair market value of Company
Stock of the Company on January 3, 1995, $17.8750 per share. The actual
value an optionee may realize will depend on the excess of the stock price
over the exercise price on the date the Option is exercised.
(3) Awards under the Executive Management Incentive Plan are not determinable,
because they would be based upon full-year financial results for 1995. The
table discloses pro forma bonuses for 1995 based on a comparison of budgeted
1994 cash operating profit to actual 1994 cash operating profit and assumes
5% annual salary increases for nonofficer participants.
(4) Awards under the Long-Term Incentive Plan are not determinable until 1998,
when the results of the three-year performance period (1995 through 1997)
are available. The table discloses pro forma payments as if the terms of the
Long-Term Incentive Plan applied to the period 1992 through 1994 and assumes
a 5% annual salary increase for nonofficer participants over the three-year
term, and a 5% annual salary increase for officer participants over salary
at December 31, 1995.

34
<PAGE>

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 6)

The Board of Directors of the Company, upon the recommendation of the Audit
Committee, has appointed the firm of Ernst & Young LLP to serve as independent
auditors of the Company for the fiscal year ending December 31, 1995, subject to
ratification of this appointment by the share owners of the Company at the 1995
Annual Meeting. Ernst & Young LLP has served as independent auditors of the
Company since 1986 and is considered by management of the Company to be well
qualified. The Company has been advised by that firm that neither it nor any
member thereof has any financial interest, direct or indirect, in the Company or
any of its subsidiaries in any capacity.

Representatives of Ernst & Young LLP will be present at the Annual Meeting,
where they will have an opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate questions.

If the share owners do not ratify the appointment of Ernst & Young LLP, the
Board of Directors will reconsider the appointment.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE FOR THE
PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE 1995 FISCAL YEAR.

SHARE-OWNER PROPOSAL
(PROPOSAL NO. 7)

The New York City Employees' Retirement System, which owns 231,434 shares
of Company Stock, has notified the Company that it intends to submit the
following proposal at the Annual Meeting:

CREATION OF AN INDEPENDENT NOMINATING COMMITTEE
SHAREHOLDER PROPOSAL

Submitted on behalf of the New York City Employees' Retirement System by
Alan G. Hevesi, Comptroller of the City of New York.

WHEREAS, the board of directors is meant to be an independent body elected
by shareholders and charged by law and shareholders with the duty, authority and
responsibility to formulate and direct corporate policies, and

WHEREAS, this company has provided that the board may designate from among
its members one or more committees, each of which, to the extent allowed, shall
have certain designated authority, and

WHEREAS, we believe that directors independent of management are best
qualified to act in the interest of shareholders and can take steps necessary to
seek, nominate and present new directors to shareholders, and

WHEREAS, we believe the selection of new directors is an area in which
inside directors may have a conflict of interest with shareholders, and

WHEREAS, we believe that an increased role for the independent directors
would help our company improve its long-term financial condition, stock
performance and ability to compete.

NOW THEREFORE BE IT RESOLVED, that the shareholders request the company
establish a Nominating Committee to recommend candidates to stand for election
to the board of directors. The committee shall be composed solely of independent
directors. For these purposes, an independent

35
<PAGE>

director is one who: (1) has not been employed by the company, or an affiliate,
in an executive capacity within the last five years; (2) is not, and has not
been, a member of a company that is one of this company's paid advisors or
consultants, (3) is not employed by a significant customer or supplier; (4) does
not and did not have a personal services contract with the company; (5) is not
employed by a tax-exempt organization that receives significant contributions
from the company; (6) is not a relative of the management of the company; and
(7) has not had any business relationship that would be required to be disclosed
under Regulation S-K. The Committee's responsibilities shall include
establishing procedures for the nominating process and developing for board
approval the criteria for nomination.

The proponent has submitted the following statement in support of the
proposal:

"As long-term shareholders we are concerned about our company's
prospects for profitable growth. This proposal is intended to strengthen
the process by which nominees are selected. We believe that this will
strengthen the board of directors in its role of advising, overseeing and
evaluating management.

We urge you to vote FOR this proposal."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE PROPOSAL
TO ESTABLISH AN INDEPENDENT NOMINATING COMMITTEE.

This is substantially the same proposal submitted last year by the
proponent. Last year's proposal was defeated by a vote of 100,240,580 votes
against or abstaining (91.97%), and 8,746,309 votes in favor (8.03%).

The Board of Directors continues to be opposed to the proposal for the same
reasons stated last year: there is no tenable link between the composition of
the nominating committee and the profitability of the Company; all but one
member of the Company's existing Committee on Directors are non-employees; and
the Board believes there is no useful purpose served in automatically denying
certain large share owners the ability to serve on the nominating committee.

SHARE-OWNER PROPOSALS FOR 1996 ANNUAL MEETING

Director nominations and other proposals of share owners intended to be
presented at the 1996 Annual Meeting of Share Owners must be made in writing and
received by the Company on or before November 6, 1995, to be eligible for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting. If not received within such time period, director nominations and other
share-owner proposals may be submitted to share owners at the 1996 Annual
Meeting (although excluded from the Company's proxy statement and form of proxy
relating to that meeting) only if submitted in writing in accordance with
Article I, Section 10 of the bylaws of the Company and received by the Company
not less than 30 days nor more than 60 days prior to the 1996 Annual Meeting.
All share-owner proposals should be submitted by certified mail, return receipt
requested, to the Secretary of the Company, Post Office Box 1778, Atlanta,
Georgia 30301.

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OTHER MATTERS

Management does not know of any matters other than those referred to in the
accompanying notice of the Annual Meeting of Share Owners that may properly come
before the meeting or any adjournments thereof. As to any other matters that may
properly come before the meeting, it is intended that all properly executed
proxies delivered pursuant to this solicitation will be voted on any such
matters in accordance with the discretion of the persons named on the enclosed
proxy.

J. GUY BEATTY, JR.
Secretary
Atlanta, Georgia
March 6, 1995

---------------------

THE COMPANY'S 1994 ANNUAL REPORT, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS, HAS BEEN MAILED TO SHARE OWNERS OF THE COMPANY. THE ANNUAL REPORT
DOES NOT FORM ANY PART OF THE MATERIAL FOR THE SOLICITATION OF PROXIES.

---------------------

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EXHIBIT A

COCA-COLA ENTERPRISES INC.

1995 RESTRICTED STOCK AWARD PLAN

SECTION 1. PURPOSE

The purpose of the 1995 Restricted Stock Award Plan (the "Plan") is to
advance the interest of Coca-Cola Enterprises Inc. (the "Company") and its
Subsidiaries (as defined in Section 4) by stimulating officers' and employees'
efforts to meet and exceed its business goals and strengthening their desire to
remain in the service of the Company and its Subsidiaries through financial
rewards that offer officers (including non-employee officers) and other key
employees the opportunity to acquire a financial interest in the Company through
grants of restricted shares of the Company's common stock ("Awards").

SECTION 2. ADMINISTRATION

The Plan shall be administered by a Compensation Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
from among its members and shall be comprised of not fewer than two members who
shall be "disinterested directors" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and "outside directors" within the
meaning of Section 162(m) and the regulations thereunder (including the
transition rules of Proposed Treasury Regulation Section 1.162-27) of the
Internal Revenue Code of 1986, as amended.

The Committee shall determine the persons to whom and the times at which
Awards will be granted, the number of shares to be awarded, the times within
which the Awards may be subject to or released from forfeiture, the cancellation
of any Award (with the consent of the holder thereof), and all other conditions
of the Award. The terms and conditions of the Awards need not be the same with
respect to each recipient.

The Committee may, subject to the provisions of the Plan, establish such
rules and regulations for the proper administration of the Plan, may make
interpretations and may take other action in relation to the Plan as it deems
necessary or advisable. Each interpretation or other action made or taken
pursuant to the Plan shall be final and conclusive for all purposes and binding
upon all persons, including but not limited to the Company, its Subsidiaries,
the Committee, the Board, the affected recipients and their respective
successors in interest.

In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they may
be a party by reason of any action taken or failure to act in connection with
the Plan or any Award granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved to the extent required
by and in the manner provided by the Certificate of Incorporation or Bylaws of
the Company relating to indemnification of directors) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member or members did not act in good faith and
in a manner he, she or they reasonably believed to be in or not opposed to the
best interests of the Company.

SECTION 3. STOCK

The stock to be issued under the Plan pursuant to the Awards shall be
shares of common stock, $1 par value, of the Company (the "Stock"). The Stock
shall be made available from authorized and

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unissued common stock of the Company or from shares of Stock held by the Company
in its treasury. The total number of shares of Stock that may be issued pursuant
to the Awards under the Plan may not exceed 2,040,000 shares. Shares subject to
awards forfeited shall not be available for subsequent issuance under the Plan.
Such number of shares shall be subject to adjustment in accordance with Section
8.

SECTION 4. ELIGIBILITY

Awards may be granted to persons who are executive officers and persons
employed in the senior executive band and in the executive band (including
non-employee officers) of the Company and its Subsidiaries. "Subsidiary" shall
mean any corporation or other business organization in which the Company owns,
directly or indirectly, 25% or more of the voting stock or capital at the time
of the granting of an Award. No recipient shall acquire, pursuant to the Awards
granted under the Plan, more than 25% of the aggregate number of shares of Stock
issuable pursuant to Awards under the Plan.

SECTION 5. RESTRICTIONS UPON THE STOCK

(a) Restrictions shall apply to all Stock awarded under the Plan and shall
be removed solely on account of requisite increases in the price of the Stock
within five years of the date of grant of an Award and to the extent described
below:

(1) If the fair market value of Stock under the Award increases by 15%
from such value on the date of grant, determined as the average fair market
value of the Stock over twenty consecutive trading days, all restrictions
shall be removed from 20% of the Stock under the Award;

(2) If the fair market value of Stock under the Award increases by 32%
from such value on the date of grant, determined as the average fair market
value of the Stock over twenty consecutive trading days, all restrictions
shall be removed from 40% of the Stock under the Award;

(3) If the fair market value of Stock under the Award increases by 52%
from such value on the date of grant, determined as the average fair market
value of the Stock over twenty consecutive trading days, all restrictions
shall be removed from 60% of the Stock under the Award.

(4) If the fair market value of Stock under the Award increases by 75%
from such value on the date of grant, determined as the average fair market
value of the Stock over twenty consecutive trading days, all restrictions
shall be removed from 80% of the Stock under the Award.

(5) If the fair market value of Stock under the Award increases by
100% from such value on the date of grant, determined as the average fair
market value of the Stock over twenty consecutive trading days, all
restrictions shall be removed from 100% of the Stock under the Award.

The Committee shall certify in writing that such increases have occurred
before restrictions are removed from the certificates evidencing such Stock. Any
Stock from which restrictions are not removed within five years of the date of
grant under which such Stock is awarded shall be forfeited to the Company at the
end of such five-year period.

(b) Any Stock from which restrictions have not been removed shall be
forfeited to the Company upon the termination of the employment of the recipient
by the Company and its Subsidiaries for any reason (including, but not limited
to, termination with or without cause) other than retirement, death or
disability.

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<PAGE>

(c) If a recipient retires, dies or becomes disabled at any time within the
five years after an Award, the Stock from which restrictions have not been
removed shall not be forfeited to the Company for three years from the date of
retirement, death or disability, during which time restrictions upon the Stock
may be removed upon occurrence of the price increases described in Section 5(a),
except that in no event shall the period to which the provisions of Section 5(a)
apply be extended past five years from the date of the Award.

(d) For purposes of this Section 5, the "fair market value" of a share of
Stock shall be the average of the high and low market prices on the applicable
trading day or on the next preceding trading day, if such date is not a trading
day, as reported on the New York Stock Exchange Composite Transactions listing
or as otherwise determined by the Committee.

(e) Awards may contain such other provisions, not inconsistent with the
provisions of the Plan, as the Committee shall determine to be appropriate at
the time of the Award, including the removal of all forfeiture provisions
contained in this Section and the nontransferability provisions of Section 6.
The grant of an Award to any officer or employee shall not affect in any way the
right of the Company or any Subsidiary to terminate the employment relationship
between the recipient and the Company or Subsidiary.

(f) For non-employee officers, termination of services as an officer shall
constitute termination of employment for purposes of this Plan, and termination
of services as a non-employee officer at age 55 or older shall constitute
retirement for purposes of this Plan.

(g) As used in this Section 5, the term "retirement" shall mean a
recipient's voluntary termination of employment on a date which is on or after
the earliest date on which such recipient would be eligible for an immediately
payable benefit pursuant to the terms of the defined benefit pension plan
sponsored by the Company or a Subsidiary in which the grantee participates. If
the grantee does not participate in a such a plan, the date shall be determined
as if the grantee participated in the Company's defined benefit pension plan
covering the majority of its non-bargaining employees in the United States.

(h) For purposes of this Section 5, a recipient's employment shall not be
deemed to have terminated if the recipient obtains immediate employment with an
Affiliate of the Company, and termination from such subsequent employment shall
be deemed a termination from the Company unless the recipient obtains immediate
reemployment with the Company or its Subsidiaries. The term "Affiliate" shall
include The Coca-Cola Company or any corporation or business entity in which The
Coca-Cola Company owns, directly or indirectly, 25% or more of the voting stock
or capital.

(i) "Disability" shall be determined according to the definition of "total
and permanent disability", in effect at the time of the determination, in the
defined benefit pension plan sponsored by the Company or a Subsidiary in which
the grantee participates. If the grantee does not participate in a such a plan,
the definition shall be determined as if the grantee participated in the
Company's defined benefit pension plan covering the majority of its
non-bargaining employees in the United States.

SECTION 6. NONTRANSFERABILITY OF AWARDS

Shares of Stock subject to Awards shall not be transferable and shall not
be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
while the recipient is an officer or employee of the Company or an Affiliate (as
defined in Section 5(h)) unless the restrictions described in Section 5 are
removed.

SECTION 7. RIGHTS AS A SHARE OWNER

A recipient who receives an Award shall have rights as a share owner with
respect to Stock covered by such Award to receive dividends in cash or other
property or other distributions or rights in respect to such Stock, and to vote
such Stock as the beneficial owner thereof.

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<PAGE>

SECTION 8. ADJUSTMENT IN THE NUMBER OF SHARES

In the event there is any change in the number of shares of Stock
outstanding through the declaration of stock dividends, through stock splits or
through recapitalization or merger, share exchange, consolidation, combination
of shares or otherwise, the Committee or the Board shall make such adjustment,
if any, as it may deem appropriate in the number of shares of Stock subject to
an Award, the number available for Awards, or in the calculation of the
requisite price increases described in Section 5(a).

SECTION 9. TAXES

(a) If a recipient properly elects within 30 days of the date on which an
Award is granted to include in gross income for federal income tax purposes an
amount equal to the fair market value (on the date of grant of the Award) of the
Stock subject to the Award, such person shall make arrangements satisfactory to
the Committee to pay to the Company in the year of such Award any federal, state
or local taxes required to be withheld with respect to such shares.

(b) Each recipient who does not make the election described in subsection
(a) of this Section shall, no later than the date as of which the restrictions
referred to in Section 5 and such other restrictions as may have been imposed as
a condition of the Award lapse, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of, any federal, state or local
taxes of any kind required by law to be withheld with respect to the Stock
subject to such Award. The Company shall have the right to retain custody of any
Stock subject to an Award until such payments or satisfactory arrangements have
been made.

(c) If the recipient shall fail to make the tax payments described in this
Section 9, the Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct from any payment of any kind otherwise due to the
recipient the amount of any federal, state or local taxes required by law to be
withheld with respect to the Stock subject to such Award.

SECTION 10. RESTRICTIVE LEGEND AND STOCK POWER

Each certificate evidencing Stock subject to an Award shall bear an
appropriate legend referring to the restrictions applicable to such Award. Any
attempt to dispose of Stock in contravention of such restrictions shall be
ineffective. The Committee may adopt rules which provide that the certificates
evidencing such shares may be held in custody by a bank or other institution, or
that the Company may itself hold such shares in custody until the restrictions
thereon shall have lapsed and may require as a condition of any Award that the
recipient shall have delivered a stock power endorsed in blank relating to the
Stock covered by such Award.

SECTION 11. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN

The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time, including the adoption of amendments deemed necessary or
desirable to qualify the Awards under the laws of the United States and various
states (including tax laws) and under rules and regulations promulgated by the
Securities and Exchange Commission with respect to persons who are subject to
the provisions of Section 16 of the Securities Exchange Act of 1934, as amended,
or to correct any defect or supply an omission or reconcile any inconsistency in
the Plan or in any Award granted thereunder, without the approval of the share
owners of the Company.

However, no such action shall be taken without the approval of the share
owners of the Company unless the Committee determines that approval of the share
owners would not be necessary to retain the benefits of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, or Section 162(m) of the Internal
Revenue Code of 1986, as amended.

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No amendment or termination or modification of the Plan shall in any manner
affect Awards theretofore granted without the consent of the recipient unless
the Committee has made a determination that an amendment or modification is
necessary to retain the benefits of Rule 16b-3 under the Securities and Exchange
Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code of 1986,
as amended, or that is not adverse to the interest of any persons to whom Awards
have theretofore been granted.

The Plan shall terminate when all shares of Stock subject to Awards under
the Plan have been issued and are no longer subject to forfeiture under the
terms hereof unless earlier terminated by the Board or the Committee.

SECTION 12. GOVERNING LAW

The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.

SECTION 13. SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934

Any action taken by the Committee or the Board of Directors pursuant to the
Plan, and any provision of the Plan, is null and void if it does not comply with
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, and would otherwise result in liability under Section 16(b) of that
Act.

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EXHIBIT B

COCA-COLA ENTERPRISES INC.

1995 STOCK OPTION PLAN

SECTION 1. PURPOSE

The purpose of the 1995 Stock Option Plan (the "Plan") is to advance the
interest of Coca-Cola Enterprises Inc. (the "Company") and its Subsidiaries (as
defined in Section 4) by encouraging and enabling the acquisition of a financial
interest in the Company by officers and other key employees through grants of
stock options ("Options").

SECTION 2. ADMINISTRATION

The Committee shall determine the persons to whom and the times at which
Options will be granted, the number of shares to be subject to each Option, the
duration of each Option, the times within which the Option may be exercised, the
cancellation of the Option (with the consent of the holder thereof) and the
other conditions of the grant of an Option. The Committee, however, may
delegate, from time to time, to the Chief Executive Officer the authority to
make Awards under the Plan or to extend the period for exercise of Options
awarded under the Plan for optionees who are not directors of the Company,
unless such delegation would jeopardize for any optionee the benefit of Rule
16b-3 under the Securities Exchange Act of 1934, as amended, or Section 162(m)
or regulations thereunder of the Internal Revenue Code of 1986, as amended. The
conditions of the grants of Options need not be the same with respect to each
optionee or with respect to each Option.

The Committee may, subject to the provisions of the Plan, establish such
rules and regulations for the proper administration of the Plan, may make
interpretations and take other action in relation to the Plan as it deems
necessary or advisable. Each interpretation or other action made or taken
pursuant to the Plan shall be final and conclusive for all purposes and upon all
persons including, but without limitation, the Company, its Subsidiaries, the
Committee, the Board, the affected optionees, and their respective successors in
interest.

In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, without
limitation, attorneys' fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan or any Option granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
to the extent required by and in the manner provided by the Certificate of
Incorporation or Bylaws of the Company relating to indemnification of directors)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member or members did not
act in good faith and in a manner he, she or they reasonably believed to be in
or not opposed to the best interest of the Company.

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<PAGE>

SECTION 3. STOCK

The stock to be issued under the Plan shall be shares of common stock, $1
par value, of the Company (the "Stock"). The Stock shall be made available from
authorized and unissued Stock or from shares of Stock held by the Company in its
treasury. The total number of shares of Stock that may be issued under the Plan
pursuant to Options granted hereunder may not exceed 2,893,100 shares. Stock
subject to any unexercised portion of an Option which expires or is canceled,
surrendered or terminated for any reason may again be subject to Options granted
under the Plan. Stock received in payment upon the exercise of an Option may not
be the subject of a subsequent Option.

SECTION 4. ELIGIBILITY

Options may be granted to executive officers, other persons in the senior
executive band, and in the executive band, branch managers, sales center
managers, and other officers and management employees (including non-employee
officers) of the Company and its Subsidiaries who are employed in a position
determined by the Committee to be eligible to participate in the Plan on the
date on which any grant is made.

"Subsidiary" shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 25% or more of the voting stock
or capital at the time of the granting of such Option.

No person shall be granted the right to acquire pursuant to Options granted
under the Plan more than 15% of the aggregate number of shares of Stock
originally authorized for issuance under the Plan.

SECTION 5. AWARDS OF OPTIONS

(a) Option Price. The option price shall be 100% or more of the fair
market value of the Stock on the date of grant.

(b) Payment. The option price shall be paid in full at the time of
exercise. No shares shall be issued until full payment has been received
therefor. Payment may be made in cash or, with the prior approval of and upon
the conditions established by the Committee, by delivery of shares of Stock
owned by the optionee.

(c) Value. The fair market value of shares of Stock shall be computed on
the basis of the average of the high and low market prices at which a share of
Stock shall have been sold on the date for which the valuation is made, or on
the next preceding trading day if such date was not a trading day, as reported
on the New York Stock Exchange Composite Transactions listing, or as otherwise
determined by the Committee.

(d) Withholding. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to the recipient the amount of any federal, state or local taxes
required by law to be withheld with respect to the Stock subject to such Award.

(e) Duration of Options. Subject to the provisions of Section 9, the
duration of Options shall be 10 years from date of grant.

(f) Time Period for Exercise of Options. Subject to the provisions of
Section 9, no Option shall be exercisable, in whole or in part, for a period of
six months after the date on which the Option is granted or, if later, six
months after the date of approval of the Plan by share owners. Thereafter, it
shall be exercisable (i) within such time periods as established by the
Committee on the date of grant, or (ii) in the absence of Committee-established
time periods, (A) to the extent of one-third of the total number of shares
subject to the Option after 12 months following the date on which the Option is
granted, (B) to the extent of an additional one-third of the total number of
shares subject

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<PAGE>

to the Option after 24 months following the date on which the Option is granted;
and (C) in full after 36 months following the date on which the Option is
granted.

(g) Other Terms and Conditions. Options may contain such other provisions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine appropriate from time to time. The grant of an Option to any officer
or employee shall not affect in any way the right of the Company and any
Subsidiary to terminate the relationship between the Company and the optionee.

SECTION 6. REPLACEMENT

The Committee from time to time may permit an optionee under the Plan to
surrender for cancellation any unexercised outstanding stock option or stock
appreciation rights of the Company and receive in exchange from the Company
either shares of Stock, an option for such number of shares of Stock, or both,
in amounts and with features as designated by the Committee.

SECTION 7. EXTENSION OF THE TERMS OF OPTIONS

The Committee may extend the duration of any Option for a period not to
exceed one year without changing the option price and on such other terms and
conditions as the Committee may deem advisable.

SECTION 8. NONTRANSFERABILITY OF OPTION

No Option granted pursuant to the Plan shall be transferable otherwise than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title 1 of the Employee Retirement Income Security Act or the rules
thereunder. Certificate(s) representing the shares of Stock issued upon exercise
of an Option shall be issued only in the name of the optionee or in the name of
such optionee's duly authorized representative. With the exception of any Option
transferred pursuant to a qualified domestic relations order, Options shall be
exercisable, during the lifetime of an optionee, only by the optionee personally
or by the optionee's legal representative. With respect to any Option
transferred pursuant to a qualified domestic relations order, any such Option
shall be exercisable only by the designated transferee personally or the
designated transferee's legal representative.

SECTION 9. EFFECT OF TERMINATION OF EMPLOYMENT

(a) Retirement.

(i) The Committee, in its sole discretion, may cause all outstanding
Options held by an optionee upon his or her retirement to become immediately
exercisable.

(ii) All Options exercisable upon retirement of an optionee (whether due to
Committee action or otherwise) or becoming exercisable thereafter shall expire
no later than 36 months from the date of such optionee's retirement; provided,
however, that if the optionee dies within two years after the optionee's
retirement, the Options shall expire 12 months after his or her death, unless
the Committee determines otherwise.

(b) Death or Disability While Employed.

Upon the death or disability of an optionee prior to termination of
employment, all outstanding Options held by such employee expire no later than
12 months after the employee's death or determination of disability, whichever
occurs first, unless the Committee determines otherwise.

(i) Upon the termination of employment of an optionee other than for a
reason other than the death, disability or retirement of the optionee ("Other
Termination of Employment"), then the

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Committee, in its sole discretion, may cause all outstanding nonexercisable
Options held by such optionee to become immediately exercisable.

(ii) All Options exercisable upon the Other Termination of Employment
(whether due to Committee action or otherwise) or becoming exercisable
thereafter, shall expire no later than six months after the Other Termination of
Employment, unless the Committee determines otherwise.

(d) Definitions and other Determinations.

(i) For purposes of this Section 9, "retirement" means an optionee's
voluntary termination of employment on a date which is on or after the earliest
date on which such optionee would be eligible for an immediately payable benefit
pursuant to the terms of the defined benefit pension plan sponsored by the
Company or a Subsidiary in which the optionee participates. If the optionee does
not participate in such a plan, the date shall be determined as if the optionee
participated in the Company's defined benefit plan covering the majority of its
non-bargaining employees in the United States. With respect to non-employee
officers, "retirement" means termination of services as an officer at or after
age 55.

(ii) For purposes of this Section 9, "disability" shall be determined
according to the definition of "total and permanent disability," in effect at
the time of the determination, in the defined benefit pension plan sponsored by
the Company or a Subsidiary in which the optionee participates. If the optionee
does not participate in such a plan, the definition shall be determined as if
the optionee participated in the Company's defined benefit plan covering the
majority of its non-bargaining employees in the United States.

(iii) For purposes of this Section 9, a recipient's employment shall not be
deemed to have terminated if the recipient obtains immediate employment with an
Affiliate of the Company, and termination from such subsequent employment shall
be deemed a termination from the Company, unless the recipient obtains immediate
reemployment with the Company or its Subsidiaries. The term "Affiliate" shall
include The Coca-Cola Company or any corporation or business entity in which The
Coca-Cola Company owns, directly or indirectly, 25% or more of the voting stock
or capital.

SECTION 10. NO RIGHTS AS A SHARE OWNER

An optionee or a transferee of an Option that has been transferred pursuant
to Section 8 shall have no right as a share owner with respect to any Stock
covered by an Option or receivable upon the exercise of an Option until the
optionee or transferee shall have become the holder of record of such Stock. No
adjustments shall be made for dividends in cash or other property (except for
share dividends) or other distributions or rights in respect of such Stock for
which the record date is prior to the date on which the optionee or transferee
shall have in fact become the holder of record of the share of Stock acquired
pursuant to the Option.

SECTION 11. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE

In the event there is any change in the shares of Stock through the
declaration of stock dividends or stock splits or through recapitalization or
merger, share exchange, consolidation, combination of shares or otherwise, the
Committee or the Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of Stock available for Options as well as
the number of shares of Stock subject to any outstanding Option and the option
price thereof. Any such adjustment may provide for the elimination of any
fractional shares which might otherwise become subject to any Option without
payment therefor.

SECTION 12. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN

The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time, including the

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<PAGE>

adoption of amendments deemed necessary or desirable to qualify the Options
under the laws of various states (including tax laws) and under rules and
regulations promulgated by the Securities and Exchange Commission with respect
to persons who are subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, or to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Option granted thereunder,
without the approval of the share owners of the Company.

However, no action shall be taken without the approval of the share owners
of the Company if the Committee determines that the approval of share owners
would be necessary to retain the benefits of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code
of 1986, as amended.

No amendment or termination or modification of the Plan shall in any manner
affect any Option theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a manner that does
affect Options theretofore granted upon a finding by the Committee that such
amendment or modification is necessary to retain the benefits of Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, or Section 162(m) of the
Internal Revenue Code of 1986, as amended, or that it is not adverse to the
interest of holders of outstanding Options.

The Plan shall terminate five years after the date of approval of the Plan
by the share owners of the Company unless earlier terminated by the Board or by
the Committee.

SECTION 13. GOVERNING LAW

The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.

SECTION 14. SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934

Any action taken by the Committee or the Board pursuant to the Plan, and
any provision of the Plan, shall be null and void if it does not comply with the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934 and would
otherwise result in liability under Section 16(b) of that Act.

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EXHIBIT C

COCA-COLA ENTERPRISES INC.

EXECUTIVE MANAGEMENT INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1995)

SECTION 1. PURPOSE.

The purpose of the Executive Management Incentive Plan (the "Plan") is to
advance the interest of Coca-Cola Enterprises Inc. (the "Company") by providing
executive officers and managers of the Company with incentive to assist the
Company in meeting and exceeding its business goals.

SECTION 2. ADMINISTRATION.

The Plan shall be administered by a Compensation Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
from among its members and shall be comprised of not fewer than two members who
shall be "outside directors" within the meaning of Section 162(m) and the
regulations thereunder, (including the transition rules of Proposed Treasury
Regulation Section 1.162-27) of the Internal Revenue Code of 1986, as amended.

The Committee may, subject to the provisions of the Plan, establish such
rules and regulations or take such action as it deems necessary or advisable for
the proper administration of the Plan. Each interpretation made or action taken
pursuant to the Plan shall be final and conclusive for all purposes and binding
upon all persons, including, but not limited to, the Company, the Committee, the
Board, the affected Participants (as defined in Section 3), and their respective
successors in interest.

In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, but not
limited to, attorneys' fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved to the extent required by and in
the manner provided by the Certificate of Incorporation or Bylaws of the Company
relating to indemnification of directors) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member or members did not act in good faith and in a manner he, she or
they reasonably believed to be in or not opposed to the best interest of the
Company.

SECTION 3. ELIGIBILITY.

Cash awards ("Awards") may be made under this Plan to persons who are
executive officers, in the senior executive band, and in the executive band of
the Company and its Subsidiaries ("Participants").

"Subsidiary" shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 25% or more of the voting stock
or capital during any Performance Period.

SECTION 4. PERFORMANCE GOAL CRITERIA.

The Committee shall establish specific objective targets in relation to the
cash operating profit as budgeted by the Company ("budgeted COP") for each
performance unit of the Company, including targets at below 100% of budgeted
COP, over a period of a calendar year (the

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"Performance Period") designated by the Compensation Committee as the
Performance Period for which an Award shall be made under this Plan. Awards made
under the Plan shall be paid solely on account of the attainment of these
preestablished targets. For the purposes of the Plan, COP shall be determined as
operating income plus depreciation and amortization, normalized for
acquisitions, divestitures and other significant financial events. For purposes
of the Plan, performance units shall be classified as corporate or region, or
any combination thereof.

SECTION 5. CALCULATION OF AWARDS.

The Committee shall establish Award levels, described as percentages by
which a Participant's annual base salary shall be multiplied, to determine the
amount of an Award payable upon the attainment of specified targets of budgeted
COP. An Award paid to a Participant shall be calculated using the annual base
salary in effect on December 31 of the year for which the Award is made.
Notwithstanding the preceding sentence, the annual base salary used to calculate
an Award paid to a Participant may not exceed such Participant's annual base
salary in effect on January 1 of any Performance Period for which the Award is
made, increased by 10%.

The maximum percentage used in the calculation of Participants' Awards are
as follows: Chief Executive Officer and the Chief Operating Officer, 115%;
senior vice president, 95%; vice president, regional operations, 90%; region
vice president/general manager, 90%; corporate vice president-level 1, 90%;
corporate vice president-level 2, 80%; division vice president/general manager,
75%; regional vice president (human resources, finance, operations, and cold
drink), 70%; area vice president, 70%; corporate director, 70%.

SECTION 6. PRORATED AND PARTIAL AWARDS.

(i) A person hired or promoted into a position identified in Section 3
("Eligible Position") during a Performance Period shall receive a prorated Award
for the period of time the person was employed in an Eligible Position, using
the Participant's base salary in effect on December 31 of the Performance Period
for which the Award is made.

(ii) A Participant who is promoted from one Eligible Position to another
Eligible Position during a Performance Period shall receive an Award that is
prorated for the period of time the Participant was employed within each
Eligible Position, using the Participant's annual base salary in effect on
December 31 of the Performance Period for which the Award is made.

(iii) A Participant who is not employed in an Eligible Position on the last
day of the Performance Period due to the Participant's transfer to a position
with the Company or a Subsidiary that is not an Eligible Position shall receive
an Award that is prorated for the period of time the Participant was employed in
an Eligible Position, using the Participant's annual salary on the last day that
the Participant is employed in that Eligible Position.

(iv) A Participant whose employment is terminated prior to the last day of
the Performance Period shall receive an Award that is prorated for the period of
time the Participant was employed in an Eligible Position if the reason for such
termination was the Participant's death, disability, or retirement. For purposes
of this Section 6, a Participant's employment with the Company will be deemed
not to be terminated if the Participant's reason for termination was due to
immediate employment with any Affiliate; however, such Participant's Award shall
be prorated as if the Participant transferred from an Eligible Position to a
position that is ineligible for participation in the Plan. The term "Affiliate"
shall include The Coca-Cola Company or any corporation or business entity in
which The Coca-Cola Company owns, directly or indirectly, 25% or more of the
voting stock or capital.

(v) For purposes of this Section 6:

(a) "Retirement" means a Participant's voluntary termination of
employment on a date which is on or after the earliest date on which such
Participant would be eligible for an

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immediately payable benefit pursuant to the terms of the defined benefit
pension plan sponsored by the Company or a Subsidiary in which the
Participant participates. If the Participant does not participate in such a
plan, the date shall be determined as if the Participant participated in
the Company's defined benefit plan covering the majority of its
non-bargaining employees in the United States.

(b) "Disability" shall be determined according to the definition of
"total and permanent disability," in effect at the time of the
determination, in the defined benefit plan sponsored by the Company or a
Subsidiary in which the Participant participates. If the Participant does
not participate in such a plan, the definition shall be determined as if
the Participant participated in the Company's defined benefit plan covering
the majority of its non-bargaining employees in the United States.

(c) "Prorated" means the determination of the amount of an Award for
partial participation that is measured according to the nearest whole
number of months in which a Participant was employed in an Eligible
Position(s) during the Performance Period for which the Award is made.

SECTION 7. DISCRETION OF THE COMPENSATION COMMITTEE.

All Awards shall be made solely on the basis of the performance goals set
forth by the Committee pursuant to Section 4 and only in accordance with the
standards set forth in Section 5. The Committee shall have no authority to
increase the amount of an Award payable to a Participant which would otherwise
be due upon the attainment of the performance goal. The Committee shall,
however, have the authority to reduce or eliminate any Award under the Plan.

SECTION 8. COMMITTEE CERTIFICATION.

The Committee shall present to the Board written certification that the
performance goal of Section 4 has, in fact, been satisfied prior to the payment
of any Award made under the Plan.

SECTION 9. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN.

The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in the Awards made thereunder that does not
constitute the modification of a material term of the Plan, without the approval
of the share owners of the Company. No action shall be taken, however, without
the approval of the share owners unless the Committee determines that the
approval of share owners would not be necessary to retain the benefits of
Section 162(m) of the Internal Revenue Code of 1986, as amended.

SECTION 10. GOVERNING LAW.

The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.

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EXHIBIT D

COCA-COLA ENTERPRISES INC.

LONG-TERM INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1995)

SECTION 1. PURPOSE.

The purpose of the Long-Term Incentive Plan (the "Plan") is to advance the
interest of Coca-Cola Enterprises Inc. (the "Company") by providing key
management and sales employees with incentive to assist the Company in meeting
and exceeding its business goals.

SECTION 2. ADMINISTRATION.

The Plan shall be administered by a Compensation Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
from among its members and shall be comprised of not fewer than two members who
shall be "outside directors" within the meaning of Section 162(m) and the
regulations thereunder, (including the transition rules of Proposed Treasury
Regulation Section 1.162-27) of the Internal Revenue Code of 1986, as amended.

The Committee may, subject to the provisions of the Plan, establish such
rules and regulations or take such action as it deems necessary or advisable for
the proper administration of the Plan. Each determination made or action taken
pursuant to the Plan, including interpretation of the Plan, shall be final and
conclusive for all purposes and upon all persons, including, but not limited to,
the Company, the Committee, the Board, officers, the affected Participants (as
defined in Section 3), and their respective successors in interest.

In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, but not
limited to, attorneys' fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved to the extent required by and in
the manner provided by the Certificate of Incorporation or Bylaws of the Company
relating to indemnification of directors) or paid by them in satisfaction of
judgment in any such action, suit, or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member or members did not act in good faith and in a manner he, she or
they reasonably believed to be in or not opposed to the best interest of the
Company.

SECTION 3. ELIGIBILITY.

Cash awards ("Awards") may be made under this Plan to the chief executive
officer; the chief operating officer; senior vice presidents; vice presidents,
regional operations; region vice presidents/general managers; corporate vice
presidents; region vice presidents; division vice presidents/general managers;
area vice presidents; corporate directors, and, as such positions are defined by
the Compensation Committee, senior staff of the Company and its Subsidiaries
("Participants").

"Subsidiary" shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 25% or more of the voting stock
or capital during a Performance Period.

SECTION 4. PERFORMANCE GOAL CRITERIA.

Awards made under the Plan shall be paid solely on account of the
attainment of specified increases in cash operating profit ("COP"), as measured
on a corporate-wide basis, over the

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period of three consecutive calendar years (the "Performance Period") beginning
on January 1 of any year the Compensation Committee designates as the beginning
of a Performance Period for which an Award shall be made under the Plan. For the
purposes of the Plan, COP is determined as operating income plus depreciation
and amortization, normalized for acquisitions, divestitures and other
significant financial events.

SECTION 5. CALCULATION OF THE AWARD.

The Committee has established Award levels, described as percentages by
which a Participant's average annual base salary shall be multiplied, to
determine the amount of an Award payable upon the attainment of specified
increases in the corporate-wide COP. The Participant's average annual base
salary used in the calculation of an Award shall be the average of the base
salary in effect on the last day of each year of the three-year Performance
Period for which an Award is made ("Average Annual Base Salary").
Notwithstanding the preceding, the average annual base salary used to calculate
an Award paid to a Participant may not exceed such Participant's annual base
salary in effect on January 1 that constitutes the beginning of the Performance
Period for which the Award is being paid, increased by 33 1/3%.

The maximum percentages that may be used in the calculation of
Participants' Awards are determined according to a Participant's position as
follows: Chief Executive Officer or Chief Operating Officer, 80%; senior vice
president, 60%; vice president, regional operations, 50%; region vice
president/general manager, 50%; corporate vice president, 50%; region vice
president, 40%; division vice president/general manager, 40%; area vice
president, 40%; corporate director, 40%; and eligible senior staff, 30%.

SECTION 6. PAYMENT OF AWARD AND DEFINITIONS.

(i) Awards shall be paid in cash after the end of the Performance Period in
one or more installments, as determined by the Committee.

(ii) "Retirement" means a Participant's voluntary termination of employment
on a date which is on or after the earliest date on which such Participant would
be eligible for an immediately payable benefit pursuant to the terms of the
defined benefit pension plan sponsored by the Company or a Subsidiary in which
the Participant participates. If the Participant does not participate in such a
plan, the date shall be determined as if the Participant participated in the
Company's defined benefit plan covering the majority of its non-bargaining
employees in the United States.

(iii) "Disability" shall be determined according to the definition of
"total and permanent disability," in effect at the time of the determination, in
the defined benefit plan sponsored by the Company or a Subsidiary in which the
Participant participates. If the Participant does not participate in such a
plan, the definition shall be determined as if the Participant participated in
the Company's defined benefit plan covering the majority of its non-bargaining
employees in the United States.

SECTION 7. PRORATED AND PARTIAL AWARDS.

(i) If during the years to which the Plan applies, an employee is hired or
promoted into a position eligible for participation in the Plan, the employee
shall be eligible to receive a prorated Award for the period of partial
participation. To calculate the average base salary for a prorated Award, each
year's base salary shall be prorated based on the period in which the employee
was employed in the eligible position.

(ii) If a Participant is promoted from one position to another position
eligible for participation under the Plan, the Participant's Award shall be
prorated for the period of time the Participant was employed within each
position. The base salary in effect on the last day of each year shall be
included in the calculation of the Participant's average annual base salary,
irrespective of the

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changes of positions. Prorated awards shall be measured according to the number
of whole months in which a Participant was employed within each position for
which the Award is made.

(iii) If, within a Performance Period, a Participant transfers from a
position eligible for participation under the Plan to a position ineligible for
participation, a prorated Award shall be paid to such Participant for the period
of time the Participant was employed within the eligible position. The base
salary in effect on the last day of the Participant's employment in the eligible
position shall be included in the calculation of the Participant's average
annual base salary, irrespective of the change of positions. Prorated awards
shall be measured according to the number of whole months in which the
Participant was employed within one or more eligible positions.

(iv) Partial Awards shall be paid to a Participant whose employment is
terminated prior to the last day of the Performance Period if the reason for
such termination was the Participant's death, disability, or retirement (as
defined in Section 6). A partial Award paid to a Participant whose employment is
terminated on account of death or disability shall be paid in the year following
such Participant's termination of employment. A partial Award to a Participant
whose employment is terminated on account of retirement shall be paid in the
year following the end of the Performance Period for which the Award is made and
subject to the Committee's discretion described in Section 8, shall be
calculated on the basis of the increase in COP through the end of the
Performance Period. To determine the Average Annual Base Salary to be used in
calculating a partial Award, each year's base salary shall be prorated for the
period in which the Participant was employed, and the Average Annual Base Salary
shall be determined as the average for the years to which the Plan applies
preceding the year of termination.

(v) For purposes of this Section 7, a Participant's employment with the
Company will be deemed not to be a termination of employment if the
Participant's reason for termination with the Company is due to immediate
employment with any Affiliate; however, in such event, the Participant's Award
shall be subject to proration as if the Participant transferred to a position
within the Company that is ineligible for participation in the Plan. The term
"Affiliate" shall include The Coca-Cola Company or any corporation or business
entity in which The Coca-Cola Company owns, directly or indirectly, 25% or more
of the voting stock or capital.

SECTION 8. DISCRETION OF THE COMPENSATION COMMITTEE.

SECTION 9. COMMITTEE CERTIFICATION.

Prior to making an Award under the Plan, the Committee shall present to the
Board written certification that the performance-based goal of Section 4 has, in
fact, been satisfied.

SECTION 10. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN.

The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in the Awards made thereunder that does not
constitute the modification of a material term of the Plan, without the approval
of the share owners of the Company. No action shall be taken, however, without
the approval of the share owners of the Company unless the Committee determines
that the approval of share owners would not be necessary to retain the benefits
of Section 162(m) of the Internal Revenue Code of 1986, as amended.

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<PAGE>

SECTION 11. GOVERNING LAW.

The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.

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EXHIBIT E

COCA-COLA ENTERPRISES INC. [LOGO]

P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R OF COCA-COLA ENTERPRISES INC.
O
X The undersigned hereby (a) appoints J. Guy Beatty, Jr., Lowry F. Kline, and
Y Philip H. Sanford, each as proxies with full power of substitution, to vote
all shares of Common Stock of Coca-Cola Enterprises Inc. owned of record by
the undersigned and (b) directs Trust Company Bank, Trustee under the
Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan, to
vote in person or by proxy all shares of Common Stock of Coca-Cola
Enterprises Inc. allocated to any accounts of the undersigned under such
Plan, and which the undersigned is entitled to vote, on all matters which
may come before the 1995 Annual Meeting of Share Owners to be held at the
Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on April 17,
1995, at 10:30 a.m. EDT, and any adjournments thereof, unless otherwise
specified herein.

Proposal 1:
Election of Directors, Nominees:

For terms to expire at the 1998 Annual Meeting of Share Owners: L. Philip
Humann, E. Neville Isdell, Scott L. Probasco, Jr., and Francis A.
Tarkenton.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING
THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED SEE
NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE REVERSE
WITH THE BOARD OF DIRECTORS' RECOMMENDATONS. THE SIDE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THIS CARD.

================================================================================
FOLD AND DETACH HERE
<PAGE>

[ X ] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSALS 2, 3, 4, 5, AND 6, "AGAINST"
PROPOSAL 7, AND AS THE PROXIES DEEM ADVISABLE ON ALL OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.

- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, 3, 4, 5, AND 6.
- --------------------------------------------------------------------------------

FOR WITHHELD
1. Election of [ ] [ ]
Directors
(See reverse)

For, except vote withheld from the following nominee(s):

- --------------------------------------------------------

FOR AGAINST ABSTAIN
2. To approve the [ ] [ ] [ ]
Company's 1995
Restricted Stock Award
Plan;

FOR AGAINST ABSTAIN
3. To approve the [ ] [ ] [ ]
Company's 1995
Stock Option Plan;

FOR AGAINST ABSTAIN
4. To approve the Company's [ ] [ ] [ ]
Executive Management
Incentive Plan (effective
January 1, 1995);

FOR AGAINST ABSTAIN
5. To approve the Company's [ ] [ ] [ ]
Long-Term Incentive Plan
(effective January 1, 1995);

FOR AGAINST ABSTAIN
6. To ratify the appointment [ ] [ ] [ ]
of Ernst & Young LLP as indepen-
dent auditors of the Company
for the 1995 fiscal year; and

- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 7.
- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
7. Share-Owner Proposal to [ ] [ ] [ ]
create an independent
nominating committee.

Do you plan to attend
the Annual Meeting? [ ] [ ]
YES NO

----------------------------------------

----------------------------------------
SIGNATURE(S) DATE

Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee
or guardian, please give your full
title as such.

================================================================================
FOLD AND DETACH HERE
<PAGE>

COCA-COLA ENTERPRISES INC. [LOGO]

[FIGURE 1]
Coca-Cola contour bottle

PRODUCTS OF THE COCA-COLA COMPANY
MARKETED AND PRODUCED BY COCA-COLA ENTERPRISES INC.:
Coca-Cola classic, caffeine free Coca-Cola classic,
diet Coke, caffeine free diet Coke, Sprite, diet Sprite, Cherry Coke,
diet Cherry Coke, Coca-Cola, Fanta, Fresca, Fruitopia, Hi-C fruit drinks,
Mello Yello, Minute Maid and diet Minute Maid soft drinks, Minute Maid
Juices To Go, Mr. PiBB, diet Mr. PiBB, Nestea, diet Nestea, Nestea Cool,
PowerAde, Ramblin'root beer, and TAB.

<PAGE>
ADMISSION TICKET

COCA-COLA ENTERPRISES INC. [LOGO]

ANNUAL MEETING OF SHARE OWNERS

Monday, April 17, 1995, 10:30 a.m. EDT
du Barry Room, Hotel du Pont
11th and Market Streets, Wilmington, Delaware

AGENDA

ELECTION OF FOUR DIRECTORS
*
APPROVAL OF 1995 RESTRICTED STOCK AWARD PLAN
*
APPROVAL OF 1995 STOCK OPTION PLAN
*
APPROVAL OF EXECUTIVE MANAGEMENT INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1995)
*
APPROVAL OF LONG-TERM INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1995)
*
RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
*
TRANSACTION OF OTHER BUSINESS, INCLUDING SHARE-OWNER PROPOSAL, AS MAY
PROPERLY COME BEFORE THE MEETING

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING, WHETHER OR
NOT YOU ATTEND THE MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE REPRESENTED,
WE URGE YOU TO COMPLETE AND MAIL THE PROXY CARD ABOVE.

If you and your guest plan on attending the Annual Meeting, please mark
the appropriate box on the card above. Present this Admission Ticket to the
Coca-Cola Enterprises representative at the entrance to the du Barry Room.