COCA COLA ENTERPRISES INC, DEF 14A, 1996-03-04

COCA COLA ENTERPRISES INC
DEF 14A, 1996-03-04
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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<PAGE> 1

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 Rule 14a-11(c) or Rule 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), 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> 2

(Coca-Cola Enterprises LOGO)

<TABLE>
<S> <C>
Summerfield K. Johnston, Jr. PO Box 723040
Vice Chairman and Atlanta, GA 31139
Chief Executive Officer 770 989-3000
</TABLE>

March 4, 1996

Dear Share Owner,

You are cordially invited to attend the 1996 Annual Meeting of Share Owners
of Coca-Cola Enterprises Inc. which will be held in Wilmington, Delaware on
Thursday, April 11, 1996, 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.

/s/ Summerfield K. Johnston, Jr.
---------------------------------
Summerfield K. Johnston, Jr.
<PAGE> 3

(Coca-Cola Enterprises LOGO)

NOTICE OF ANNUAL MEETING OF SHARE OWNERS
TO BE HELD APRIL 11, 1996

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

The 1996 Annual Meeting of Share Owners of Coca-Cola Enterprises Inc., a
Delaware corporation, will be held at the Hotel du Pont, 11th and Market
Streets, Wilmington, Delaware, on Thursday, April 11, 1996, at 10:30 a.m., local
time, for the purpose of considering and voting upon the following proposals:

1. To elect five directors to serve until the 1999 Annual Meeting of
Share Owners;

2. To approve the Company's 1995 Restricted Stock Award Plan (As
Amended and Restated Effective January 2, 1996);

3. To approve the Company's 1995 Stock Option Plan (As Amended and
Restated Effective January 2, 1996);

4. To approve the Company's Long-Term Incentive Plan (As Amended and
Restated Effective January 1, 1996);

5. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the 1996 fiscal year;

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

7. 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 16,
1996, 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 16, 1996, will be available for inspection during normal business hours
from March 29 through April 10, 1996, 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 4, 1996

EACH SHARE OWNER IS URGED TO EXECUTE AND RETURN THE ENCLOSED FORM OF 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> 4

COCA-COLA ENTERPRISES INC.
2500 WINDY RIDGE PARKWAY
ATLANTA, GEORGIA 30339

March 4, 1996

PROXY STATEMENT
FOR ANNUAL MEETING OF SHARE OWNERS
TO BE HELD APRIL 11, 1996

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 1996 Annual Meeting of Share Owners of the Company and at any
adjournments thereof. The Annual Meeting will be held at the Hotel du Pont, 11th
and Market Streets, Wilmington, Delaware, on Thursday, April 11, 1996, at 10:30
a.m., local time.

The mailing address of the principal executive offices of the Company is
Post Office Box 723040, Atlanta, Georgia 31139. The approximate date on which
this proxy statement and form of proxy are first being sent or given to share
owners is March 4, 1996.

VOTING

Only owners of record of shares of common stock of the Company ("Company
Stock") at the close of business on February 16, 1996, 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 16, 1996, there were 125,576,464 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 (As
Amended and Restated Effective January 2, 1996); FOR approval of the Company's
1995 Stock Option Plan (As Amended and Restated Effective January 2, 1996); FOR
approval of the Company's Long-Term Incentive Plan (As Amended and Restated
Effective January 1, 1996); FOR 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 five 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.

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

* "Broker nonvotes" are limited proxies submitted by brokers who do not have the
required voting authority from the beneficial owners.
<PAGE> 5

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 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 in favor of
the election of all directors nominated by the Board of Directors for election
to the Board; approval of the Company's 1995 Restricted Stock Award Plan (As
Amended and Restated Effective January 2, 1996); approval of the Company's 1995
Stock Option Plan (As Amended and Restated Effective January 2, 1996); approval
of the Company's Long-Term Incentive Plan (As Amended and Restated Effective
January 1, 1996); the ratification of Ernst & Young LLP as independent auditors
of the Company for the 1996 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 Company 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.

2
<PAGE> 6

PRINCIPAL SHARE OWNERS

Set forth in the table below is information as of February 16, 1996 (except
as otherwise noted) with respect to persons known to the Company to be the
beneficial owners of more than five percent of the 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) 44.8
One Coca-Cola Plaza N.W.
Atlanta, Georgia 30313
Summerfield K. Johnston, Jr. .............................. 10,699,560(2) 8.5
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
Brinson Partners, Inc...................................... 6,583,560(3) 5.2
209 South LaSalle
Chicago, Illinois 60604-1295
Southeastern Asset Management, Inc. ....................... 6,371,045(4) 5.1
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 (As Amended and Restated
Effective January 2, 1996); (iii) approval of the Company's 1995 Stock
Option Plan (As Amended and Restated Effective January 2, 1996); (iv)
approval of the Company's Long-Term Incentive Plan (As Amended and Restated
Effective January 1, 1996); and (v) the ratification of Ernst & Young LLP as
independent auditors of the Company for the 1996 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 (As Amended
and Restated Effective January 2, 1996); (iii) approval of the Company's
1995 Stock Option Plan (As Amended and Restated Effective January 2, 1996);
(iv) approval of the Company's Long-Term Incentive Plan (As Amended and
Restated Effective January 1, 1996); and (v) the ratification of Ernst &
Young LLP as independent auditors of the Company for the 1996 fiscal year;
and against the share-owner proposal relating to the establishment of an
independent nominating committee.
(3) As of December 31, 1995, Brinson Partners, Inc., a registered investment
advisor, together with its subsidiary, Brinson Trust Company, had shared
voting and dispositive power with regard to all of the shares shown.
(4) As of December 31, 1995, Southeastern Asset Management, Inc., a registered
investment advisor, had sole voting and dispositive power with regard to
4,941,045 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 105,300 of the shares held by it.

3
<PAGE> 7

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 John L. Clendenin, M. Douglas Ivester, John
E. Jacob, Summerfield K. Johnston, Jr., and Robert A. Keller as directors of the
Company expire at the Annual Meeting.

The Board of Directors has named John L. Clendenin, M. Douglas Ivester,
John E. Jacob, Summerfield K. Johnston, Jr., and Robert A. Keller 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 JOHN L. CLENDENIN, M. DOUGLAS IVESTER, JOHN E. JACOB, SUMMERFIELD K.
JOHNSTON, JR., AND ROBERT A. KELLER AS DIRECTORS TO HOLD OFFICE UNTIL THE 1999
ANNUAL MEETING OF SHARE OWNERS, AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE
ELECTED AND QUALIFIED.

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 1999

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

<TABLE>
<S> <C>
- ------------------- JOHN L. CLENDENIN, 61, is Chairman of the Board, President and Chief
- ------------------- Executive Officer of BellSouth Corporation (telecommunications holding
- ------------------- company). He is also a director of Equifax Inc.(information services
- ------------------- company), Providian Corporation (insurance holding company), RJR Nabisco
- ------(PHOTO)------ Holdings Corp. (manufacturer of tobacco products and packaged foods),
- ------------------- 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.
</TABLE>

4
<PAGE> 8

<TABLE>
<S> <C>
- ------------------- M. DOUGLAS IVESTER, 48, 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, 61, 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
- -----(PHOTO)------- National Urban League, Inc. (community-based social service and advocacy
- ------------------- agency) from 1982 to July 1994. He is a director of LTV Corporation
- ------------------- (manufacturer of steel and energy products). He has been a director of
- ------------------- the Company since October 1986.
- -------------------
- -------------------

- ------------------- SUMMERFIELD K. JOHNSTON, JR., 63, 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 Bottling Group, Inc. ("Johnston Coca-Cola") of which he had
- -----(PHOTO)------- been Chairman of the Board and Chief Executive 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 SunTrust Bank,
Chattanooga, N.A.

- ------------------- ROBERT A. KELLER, 65, is a consultant to The Coca-Cola Company. 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 Bottling Company of New York, Inc. He has been a director
- -----(PHOTO)------- of the Company since August 1986.
- -------------------
- -------------------
- -------------------
- -------------------
</TABLE>

5
<PAGE> 9

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

INCUMBENT DIRECTORS -- TERMS EXPIRING 1997

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

<TABLE>
<S> <C>
- ------------------- HOWARD G. BUFFETT, 41, has been Chairman of the Executive Committee and
- ------------------- President, International Operations of Grain Systems, Inc. (manufacturer
- ------------------- of agricultural equipment) since September 1995 and President of Buffett
- ------------------- Farms since 1989. Mr. Buffett served as Corporate Vice President and
- ------(PHOTO)------ Assistant to the Chairman and a director of Archer Daniels Midland
- ------------------- Company (agricultural processor and merchandiser) from 1992 to July
- ------------------- 1995. From 1989 to 1992, Mr. Buffett served on the 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) and Lindsay Manufacturing (manufacturer of agricultural
irrigation equipment). He has been a director of the Company since
December 1993.

- ------------------- JOHNNETTA B. COLE, 59, is President of Spelman College, Atlanta,
- ------------------- Georgia. Dr. Cole is also a director of NationsBank South, N.A., Merck &
- ------------------- Co., Inc. (manufacturer of health maintenance and restoration products),
- ------------------- Management Training Corporation (management services for Job Corp
- ------(PHOTO)------ centers and correctional institutions) and The Home Depot, Inc. (home
- ------------------- improvement retailer). She has been a director of the Company since
- ------------------- December 1990.
- -------------------
- -------------------

- ------------------- T. MARSHALL HAHN, JR., 69, 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.
- ------------------- (bank holding company), SunTrust Banks of Georgia, Inc. and Cincinnati,
- ------------------- Inc. (manufacturer of machine tools). He has been a director of the
- ------------------- Company since October 1986.
- -------------------

- ------------------- CLAUS M. HALLE, 68, is an international consultant to The Coca-Cola
- ------------------- Company. He is also a director of Amalgamated Beverages Great Britain
- ------------------- Limited (holding company of a United Kingdom bottling joint venture) and
- ------------------- The Coca-Cola Bottling Company of New York, Inc. He has been a director
- -----(PHOTO)------- of the Company since October 1988.
- -------------------
- -------------------
- -------------------
- -------------------
</TABLE>

6
<PAGE> 10

<TABLE>
<S> <C>
- ------------------- HENRY A. SCHIMBERG, 63, 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>

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

INCUMBENT DIRECTORS -- TERMS EXPIRING 1998

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

<TABLE>
<S> <C>
- ------------------- L. PHILLIP HUMANN, 50, is President and a director of SunTrust Banks,
- ------------------- Inc. He is also a director of Equifax Inc. and Haverty Furniture
- ------------------- Companies, Inc. He was elected Chairman of the Board and Chief Executive
- ------------------- Officer of Trust Company Bank in 1985. Mr. Humann was elected President
- -----(PHOTO)------- of SunTrust Banks, Inc. in 1991. He has been a director of the Company
- ------------------- since April 1992.
- -------------------
- -------------------
- -------------------

- ------------------- SCOTT L. PROBASCO, JR., 67, is a director and Chairman of the Executive
- ------------------- Committee of the Board of SunTrust Bank, Chattanooga, N.A. He is also a
- ------------------- director of Chattem, Inc. (branded consumer products and specialty
- ------------------- chemicals), Provident Life and Accident Insurance Company of America and
- -----(PHOTO)------- SunTrust Banks, Inc. Mr. Probasco also served as a director of Johnston
- ------------------- Coca-Cola from 1962 to 1991. He has been a director of the Company since
- ------------------- December 1991.
- -------------------
- -------------------

- ------------------- E. NEVILLE ISDELL, 52, 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, 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, 56, 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>

7
<PAGE> 11

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

In accordance with the bylaws of the Company, the Board of Directors has
established eight standing committees: an Executive Committee, an Audit
Committee, a Compensation Committee, a Committee on Directors, a Public Issues
Review Committee, a Retirement Plan Review Committee, a Capital Projects Review
Committee and an Affiliated Transaction 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, Isdell, Ivester and Probasco. The
Executive Committee did not meet in 1995, but took formal action by written
consent.

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, Tarkenton and Dr. Cole. The Audit
Committee met four times in 1995.

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, Keller and
Tarkenton. The Compensation Committee met four times in 1995.

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 1997 Annual Meeting." Members are
Messrs. Clendenin (Chairman), Halle, Jacob and Johnston. The Committee on
Directors did not meet in 1995.

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. Buffett (Chairman), Clendenin, Schimberg, Probasco
and Dr. Cole. The Public Issues Review Committee met once in 1995.

The Retirement Plan Review Committee reviews the administration of all
employee retirement plans for the Company and the financial condition of all
trusts and other funds established pursuant to such plans. Members are Messrs.
Jacob (Chairman), Buffett, Humann, and Isdell. The Retirement Plan Committee met
once in 1995.

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 require approval of the full Board of Directors. Members
are Messrs. Johnston (Chairman), Isdell, Ivester and Schimberg. The Capital
Projects Review Committee did not meet in 1995.

The Affiliated Transaction Committee, established in February 1996,
reviews, considers and negotiates any proposed merger or consolidation or
purchase of an equity interest or assets, other than in the ordinary course of
business, from any entity in which The Coca-Cola Company has a

8
<PAGE> 12

20 percent or greater equity or other ownership interest, and which transaction
has an aggregate value exceeding $10 million. The Affiliated Transaction
Committee considers whether any proposed transaction, as described above, should
be approved by a vote of the share owners of the Company which is greater than
or in addition to any vote required by law. Members are Messrs. Clendenin
(Chairman), Jacob and Tarkenton.

In 1995, 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 for each
Board or Committee meeting. Additionally, committee chairmen receive an annual
fee of $3,000. The directors are also entitled to reimbursement for expenses of
attending meetings. The aggregate of all retainers and fees paid to the
directors in 1995 was $474,250. One-third 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. 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 SunTrust Banks, Atlanta, N.A.

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 ("Coca-Cola Stock") 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 16, 1996, 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.

9
<PAGE> 13

<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>
T. Marshall Hahn, Jr.(2)(3)................. 6,500 * 19,347,545 1.5
Claus M. Halle(4)........................... 10,000 * 845,000 *
L. Phillip Humann(2)(5)..................... 3,509 * 0 *
E. Neville Isdell(6)........................ 2,000 * 457,740 *
M. Douglas Ivester(7)....................... 12,460 * 2,115,144 *
John E. Jacob(2)............................ 1,500 * 0 *
Summerfield K. Johnston, Jr.(8)............. 10,699,560 8.5 45,200 *
Robert A. Keller(9)......................... 4,076 * 285,340 *
Scott L. Probasco, Jr.(10).................. 528,991 * 15,000 *
Henry A. Schimberg(11)...................... 1,569,177 1.2 19,659 *
Francis A. Tarkenton(2)(12)................. 14,720 * 41,300 *
John R. Alm(13)............................. 488,399 * 0 *
Gary P. Schroeder(14)....................... 118,330 * 4,047 *
Norman P. Findley III(15)................... 148,031 * 30,134 *
All directors and executive officers as a
group (26 persons), including those
directors and nominees named above(16).... 15,216,825 12.0 23,345,528 1.9
</TABLE>

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

<TABLE>
<C> <S>
* Less than one percent
(1) Includes 20 shares of Company Stock held by his minor children and 40 shares of
Coca-Cola Stock held by his minor children.
(2) 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.
(3) Includes 19,347,545 shares of Coca-Cola Stock held by Emory University, Atlanta,
Georgia, as of December 31, 1995; Mr. Hahn serves as Chairman of Emory University's
investment committee.
(4) Includes 10,000 shares of Company Stock held in a trust of which he is co-trustee
and beneficiary, 18,440 shares of Coca-Cola Stock owned by his wife and of which he
has disclaimed beneficial ownership, 50,000 shares of Coca-Cola Stock owned by a
foundation of which he is a co-trustee, and 30,000 shares of Coca-Cola Stock held
in a charitable trust of which he is a donor.
(5) Includes 9 shares of Company Stock held in the Company's dividend reinvestment
plan.
(6) Includes 500 shares of Coca-Cola Stock owned by his daughter, 152,500 shares of
Coca-Cola Stock which are subject to transfer restrictions, options to acquire
288,999 shares of Coca-Cola Stock which are exercisable or will be exercisable on
or before April 30, 1996, and 1,643 shares of Coca-Cola Stock held in trust through
The Coca-Cola Company Thrift Plan as of December 31, 1995.
(7) Includes 796 shares of Company Stock owned by his wife, 210 shares of Company Stock
jointly owned with his parents and 85 shares of Company Stock jointly owned by his
mother-in-law and his wife, all of which he has disclaimed beneficial ownership,
700,000 shares of Coca-Cola Stock which are subject to transfer restrictions,
options to acquire 1,245,178 shares of Coca-Cola Stock which are exercisable or
will be exercisable on or before April 30, 1996, and 50,146 shares of Coca-Cola
Stock held in trust through The Coca-Cola Company Thrift Plan as of December 31,
1995.
</TABLE>

10
<PAGE> 14

<TABLE>
<C> <S>
(8) Includes 420,000 shares of Company Stock owned by his daughter, 11,516 shares of
Company Stock held in two custodial accounts, 108,538 shares of Company Stock held
in trust for his daughter, 561,847 shares of Company Stock owned by his son and of
which he has disclaimed beneficial ownership, and 1,364,656 shares of Company Stock
held in a trust of which he is a co-trustee. Also, includes options to acquire
543,033 shares of Company Stock which are exercisable or will be exercisable on or
before April 30, 1996, 250,820 restricted shares of Company Stock which are subject
to forfeiture, and 23,836 shares of Company Stock held in trust through the
Company's Matched Employee Savings and Investment Plan ("MESIP") as of December 31,
1995. Includes 44,000 shares of Coca-Cola Stock held by two trusts of which he is a
trustee and 1,200 shares of Coca-Cola Stock held as custodian for two of his
children.
(9) Includes 102 shares of Company Stock owned by his wife and of which he has
disclaimed beneficial ownership, 5,683 shares of Coca-Cola Stock owned by his wife
and of which he has disclaimed beneficial ownership, and 34,831 shares of Coca-Cola
Stock held in trusts of which his wife is a trustee and of which he has disclaimed
beneficial ownership. Includes options to acquire 375 shares of Coca-Cola Stock
which are exercisable on or before April 30, 1996.
(10) Includes 2,500 shares of Company Stock owned by his wife of which he has disclaimed
beneficial ownership.
(11) Includes 1,550 shares of Company Stock owned by his wife, 388,349 shares of Company
Stock held pursuant to his Deferred Compensation Agreement (See "Executive
Compensation -- Employment Contracts and Termination of Employment Arrangements"),
options to acquire 528,999 shares of Company Stock which are exercisable or will be
exercisable on or before April 30, 1996, and 304,280 restricted shares of Company
Stock which are subject to forfeiture. Includes 7,579 shares of Company Stock and
19,659 shares of Coca-Cola Stock held in trust through the Company's MESIP as of
December 31, 1995.
(12) Includes 220 shares of Company Stock held in the Company's dividend reinvestment
plan as of December 31, 1995.
(13) Includes 4,377 shares of Company Stock owned by his wife, 199,346 shares of Company
Stock held pursuant to his Deferred Compensation Agreement (See "Executive
Compensation -- Employment Contracts and Termination of Employment Arrangements"),
options to acquire 144,099 shares of Company Stock which are exercisable or will be
exercisable on or before April 30, 1996, 52,520 restricted shares of Company Stock
which are subject to forfeiture and 29,027 shares of Company Stock held in trust
through the Company's MESIP as of December 31, 1995.
(14) Includes options to acquire 67,166 shares of Company Stock which are exercisable or
will be exercisable on or before April 30, 1996, 21,580 restricted shares of
Company Stock which are subject to forfeiture, and 6,064 shares of Company Stock
and 3,547 shares of Coca-Cola Stock held in trust through the Company's MESIP as of
December 31, 1995.
(15) Includes options to acquire 90,433 shares of Company Stock which are exercisable or
will be exercisable on or before April 30, 1996, 23,780 restricted shares of
Company Stock which are subject to forfeiture, 15,000 stock appreciation rights
with respect to Company Stock which are exercisable or will be exercisable on or
before April 30, 1996, and 2,098 shares of Company Stock held in trust through the
Company's MESIP as of December 31, 1995. Includes options to acquire 20,500 shares
of Coca-Cola Stock which are exercisable or will be exercisable on or before April
30, 1996, and 9,634 shares of Coca-Cola Stock held in trust through The Coca-Cola
Company Thrift Plan as of December 31, 1995.
</TABLE>

11
<PAGE> 15

<TABLE>
<C> <S>
(16) Includes options to acquire 1,879,991 shares of Company Stock which are exercisable
1996, 796,840 restricted shares of Company Stock which are subject to forfeiture and
56,850 stock appreciation rights with respect to Company Stock which are exercisable
on or before April 30, 1996, and includes 852,500 shares of Coca-Cola Stock which
are subject to transfer restrictions, and 1,575,740 shares of Coca-Cola Stock
subject to options which are exercisable or will be exercisable on or before April
30, 1996.
</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 ten percent 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 ten percent 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 1995 and
prior years, except for a Form 3 timely filed in 1993 for Howard G. Buffett
inadvertently omitted shares held by his minor children. An appropriate filing
was made upon the discovery of this error.

12
<PAGE> 16

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, 1995, 1994 and 1993:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
AWARDS
ANNUAL COMPENSATION ----------------------- 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............... 1995 945,000 756,000 2,143,522 2,039,400 (4) 65,500 185,792 62,203
Vice Chairman and Chief Executive 1994 900,000 675,000 126,353 2,117,000 147,000 0 44,356
Officer 1993 800,000 502,400 134,855 1,010,000 123,300 0 38,217
Henry A. Schimberg........................ 1995 840,000 672,000 2,147,057 3,072,600 (5) 58,200 163,042 512,929
President and Chief Operating Officer 1994 800,000 600,000 148,346 3,248,500 129,000 0 1,483,097
1993 700,000 439,600 139,192 1,376,125 164,000 0 348,611
John R. Alm............................... 1995 392,000 271,460 404,946 428,400 (6) 18,600 54,709 26,068
Senior Vice President and Chief 1994 370,000 238,650 40,840 456,250 43,000 0 29,132
Financial Officer 1993 340,000 180,880 59,532 202,000 32,000 0 1,037,755
Gary P. Schroeder......................... 1995 228,000 176,700 175,913 174,600 (8) 8,000 24,267 15,538
Vice President, Regional Operations 1994 205,000 168,510 (7) 182,500 18,000 0 11,572
1993(9)
Norman P. Findley III..................... 1995 236,000 153,400 58,885 192,600 (10) 8,800 27,170 13,862
Senior Vice President 1994 224,500 134,700 (7) 200,750 21,000 0 10,184
1993 207,500 109,353 (7) 101,000 17,000 0 9,057
</TABLE>

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

(1) "Other Annual Compensation" in 1995 includes: for Mr. Johnston, $117,436
for nonbusiness use of Company aircraft and $1,993,652 taxes paid on his
behalf under the terms of the Company's 1992 Restricted Stock Award Plan
(referred to in this footnote as the tax reimbursement); for Mr. Schimberg,
$64,168 for nonbusiness use of Company aircraft and $2,059,669 tax
reimbursement; for Mr. Alm, $404,946 tax reimbursement; for Mr. Schroeder,
$175,913 tax reimbursement; and for Mr. Findley, $58,885 tax reimbursement.
(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 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: 50% of the original grant vested in 1995 when the
average price of the Company Stock reached $25.00 per share; at $31.25 per
share, an additional 25% the original grant will vest, and at $37.50 per
share, the balance will vest. For restricted stock awarded in 1994, vesting
is dependent upon the average market value of Company Stock rising to
certain per share levels within five years from the date of grant: 50%
vested in 1995 when the average price of the Company Stock reached $26.5313
per share, an additional 25% will vest at $30.9531 and the balance at
$35.3750. For restricted stock awarded in 1995, vesting is dependent on the
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 of
$17.8750; upon the attainment of each level, 20% of the award vests. During
1995, 60% of the award vested.

13
<PAGE> 17

(3) "All Other Compensation" in 1995 includes: for Mr. Johnston, $49,212 paid
to a defined contribution pension plan, $219 paid for term life insurance
and $12,772 as imputed interest income; for Mr. Schimberg, $40,200 paid to
a defined contribution pension plan, $219 paid for term life insurance,
$20,377 as imputed interest income and $452,133 in interest and dividends
accrued on an account to which he is entitled upon termination of
employment (See "Executive Compensation -- Employment Contracts and
Termination of Employment Arrangements"); for Mr. Alm, $12,109 paid to a
defined contribution pension plan; $138 paid for term life insurance,
$2,706 as imputed interest income and $11,115 in interest and dividends
accrued on an account to which he is entitled upon termination of
employment (See "Executive Compensation -- Employment Contracts and
Termination of Employment Arrangements"); for Mr. Schroeder, $14,727 paid
to a defined contribution pension plan, $87 paid for term life insurance
and $724 as imputed interest income; and for Mr. Findley, $12,975 paid to a
defined contribution pension plan, $81 paid for term life insurance and
$806 as imputed interest income.
(4) At December 31, 1995, Mr. Johnston held 250,820 restricted shares of
Company Stock, having a market value at that date of $6,740,788.
(5) At December 31, 1995, Mr. Schimberg held 304,280 restricted shares of
Company Stock, having a market value at that date of $8,177,525.
(6) At December 31, 1995, Mr. Alm held 52,520 restricted shares of Company
Stock, having a market value at that date of $1,411,475.
(7) Perquisites and other personal benefits, securities, or property for
Messrs. Schroeder and Findley did not exceed the lesser of $50,000 or 10%
of salary and bonus, and there were no other items of "Other Annual
Compensation."
(8) At December 31, 1995, Mr. Schroeder held 21,580 restricted shares of
Company Stock, having a market value at that date of $579,963.
(9) Mr. Schroeder was not an executive officer in 1993.
(10) At December 31, 1995, Mr. Findley held 23,780 restricted shares of Company
Stock, having a market value at that date of $639,088.

STOCK OPTIONS GRANTED

The following table contains information concerning the grant of stock
options during 1995 under the Company's 1995 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.......... 65,500 12.1 17.8750 January 3, 2005 496,490
Mr. Schimberg......... 58,200 10.8 17.8750 January 3, 2005 441,156
Mr. Alm............... 18,600 3.4 17.8750 January 3, 2005 140,988
Mr. Schroeder......... 8,000 1.5 17.8750 January 3, 2005 60,640
Mr. Findley........... 8,800 1.6 17.8750 January 3, 2005 66,704
</TABLE>

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

(1) Options granted in 1995 are service-based options and become exercisable in
increments of one-third each year from the date of grant.
(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

14
<PAGE> 18

incorporated into the valuation model by the Company are as follows: (i)
dividend yield of .3%, (ii) expected volatility of 27%, (iii) risk-free
interest rate of 7.82%, and (iv) expected life of six years. No assumptions
were made regarding nontransferability or risk of forfeiture. The
assumptions chosen materially impact the resultant valuations.

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 VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AND SARS AT OPTIONS/SARS AT
NUMBER FISCAL YEAR-END(#) FISCAL YEAR-END($)
OF SHARES --------------------- ---------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------- ------------ ------------ --------------------- ---------------------
<S> <C> <C> <C> <C>
Mr. Johnston.................... 0 0 371,965/ 288,235 4,462,852/3,158,597
Mr. Schimberg................... 0 0 361,232/ 271,068 4,327,110/2,983,678
Mr. Alm......................... 0 0 99,099/ 78,901 1,182,318/ 857,344
Mr. Schroeder................... 0 0 45,998/ 35,502 552,413/ 389,588
Mr. Findley..................... 0 0 96,833/ 24,967 1,069,173/ 242,965
</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 the 1995 - 1997 plan, 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% in the
first year following the end of the relevant three-year period and the balance
two years after that, or (ii) in full in the year following death or disability.
The plans provide that awards may be prorated when a participant retires or
leaves the Company for immediate employment at The Coca-Cola Company or certain
of its affiliates.

15
<PAGE> 19

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........................................ 3-year period ending 20% of 40% of 80% of
December 31, 1997 salary salary salary
Mr. Schimberg....................................... 3-year period ending 20% of 40% of 80% of
December 31, 1997 salary salary salary
Mr. Alm............................................. 3-year period ending 15% of 30% of 60% of
December 31, 1997 salary salary salary
Mr. Schroeder....................................... 3-year period ending 12.5% of 25% of 50% of
December 31, 1997 salary salary salary
Mr. Findley......................................... 3-year period ending 12.5% of 25% of 50% of
December 31, 1997 salary salary salary
</TABLE>

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

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

PENSION PLANS

The Company sponsors a noncontributory, qualified defined benefit plan
which provides benefits for substantially all nonunion employees. Retirement
income benefits are based upon a participant's highest average annual
compensation during any three of the last ten 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 in 1995 by the qualified and nonqualified plans was $240,000,
which is set at two times the maximum annual benefit allowed from time to time
under Section 415 of the Internal Revenue Code.

16
<PAGE> 20

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 5 10 15 20 25 30 35 40 45
- ------------ -------- -------- -------- -------- -------- -------- -------- -------- --------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 ........ $ 17,250 $ 34,500 $ 51,750 $ 69,000 $ 86,250 $103,500 $120,750 $138,000 $155,250
350,000 ........ 20,125 40,250 60,375 80,500 100,625 120,750 140,875 161,000 181,125
400,000 ........ 23,000 46,000 69,000 92,000 115,000 138,000 161,000 184,000 207,000
450,000 ........ 25,875 51,750 77,625 103,500 129,375 155,250 181,125 207,000 232,875
500,000 ........ 28,750 57,500 86,250 115,000 143,750 172,500 201,250 230,000 240,000
550,000 ........ 31,625 63,250 94,875 126,500 158,125 189,750 221,375 240,000 240,000
600,000 ........ 34,500 69,000 103,500 138,000 172,500 207,000 240,000 240,000 240,000
650,000 ........ 37,375 74,750 112,125 149,500 186,875 224,250 240,000 240,000 240,000
700,000 ........ 40,250 80,500 120,750 161,000 201,250 240,000 240,000 240,000 240,000
750,000 ........ 43,125 86,250 129,375 172,500 215,625 240,000 240,000 240,000 240,000
800,000 ........ 46,000 92,000 138,000 184,000 230,000 240,000 240,000 240,000 240,000
900,000 ........ 51,750 103,500 155,250 207,000 240,000 240,000 240,000 240,000 240,000
1,000,000 ........ 57,500 115,000 172,500 230,000 240,000 240,000 240,000 240,000 240,000
1,250,000 ........ 71,875 143,750 215,625 240,000 240,000 240,000 240,000 240,000 240,000
1,500,000 ........ 86,250 172,500 240,000 240,000 240,000 240,000 240,000 240,000 240,000
1,750,000 ........ 100,625 201,250 240,000 240,000 240,000 240,000 240,000 240,000 240,000
2,000,000 ........ 115,000 230,000 240,000 240,000 240,000 240,000 240,000 240,000 240,000
2,250,000 ........ 129,375 240,000 240,000 240,000 240,000 240,000 240,000 240,000 240,000
</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 and Long-Term Compensation.

Covered compensation for 1995 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............................... $1,701,000 41 Years
Mr. Schimberg.............................. 1,512,000 14 Years
Mr. Alm.................................... 663,460 18 Years
Mr. Schroeder.............................. 404,700 30 Years
Mr. Findley................................ 389,400 8 Years
</TABLE>

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 SunTrust Banks, Atlanta, N.A., 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,

17
<PAGE> 21

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 SunTrust Banks, Atlanta, N.A., 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. The Company's compensation program applicable to
all of the executive officers continues to be based on three primary elements:

- Base salary compensation

- Annual cash incentive compensation

- Long-term incentive compensation

The 1995 programs adopted by the Committee continue the compensation
policies and plans established in 1992. Significant incentives have been
provided to the Company's management based on successes in both increasing cash
operating profit and increasing the price of the Company's stock.

The Committee's guidelines call for the total individual compensation
package (salary, bonus and incentives) to fall within the 50th to 75th
percentile ranges 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 1995 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 cash incentives payable
on the achievement of aggressive goals in increasing cash operating profit,
performance-vested restricted stock, and stock options. In making a comparison
of the degree of difficulty to Fortune 125 industrial companies, the Company's
1995 incentive program continues to rank 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 is to be in the 50th percentile to 75th percentile base salary
levels of consumer products companies of

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<PAGE> 22

comparable size, using data from its independent compensation consultants. These
companies are 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 1995, the
Committee considered the financial success the Company experienced during 1994,
changed duties and responsibilities, base salaries paid to individuals in
comparable positions in other companies, 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 independent
compensation consultants.

Annual Incentive Compensation. For fiscal 1995, 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 1995 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 a participant's
award would be earned in the event the Company achieves its budgeted cash
operating profit target, with reduced awards payable if a threshold cash
operating profit goal is attained and increased awards payable if budgeted cash
operating profit growth is exceeded.

A significant portion of the cash compensation payable to the Company's
executive officers is tied to the Annual Incentive Plan. Once minimum
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 1995 were paid to the
Company's executive officers with corporate-wide responsibilities based upon
attaining 101.5% of the Company's budgeted cash operating profit, and ranged
from 58% to 80% of salary, depending on the individual's position with the
Company. Cash awards under the 1995 Annual Incentive Plan paid to the Company's
executive officers with regional responsibilities ranged from 46.5% to 77.5% of
salary, based upon their respective region's attaining between 99.5% and 104.3%
of its 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 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. Of the members of management
covered under the ownership guidelines, 65% have already met the requirements.

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 1995 through 1997 that is designed to provide cash
compensation to the senior officers and certain executive managers based solely
upon annual cash operating profit growth for such three-year period. Once the
minimum required increases are achieved, potential awards under the plan range
from 7.5% to 80% of salary, the percentage for each participant commensurate
with his

19
<PAGE> 23

or her level of responsibility and, thus, ability to contribute to growth in
cash operating profit. Awards under the 1995-1997 plan are not payable until
1998.

Stock Option Plan and Restricted Stock Plan. In furtherance of the
Committee's belief that significant ownership by executive management of the
Company's shares 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.

A total of 539,200 option shares were awarded during fiscal 1995 under the
1995 Stock Option Plan. Of this total, 222,600 option shares were awarded to all
executive officers with 65,500 of the executive officer option shares awarded to
the Vice Chairman and Chief Executive Officer. The option exercise price is
equal to $17.8750, the average market price of the Company's stock on date of
grant. Options granted in 1995 vest over a three-year period.

The number of individual option grants approved by the Committee in 1995
was determined by a formula based upon a percentage of base salary in relation
to the market value of the Company's shares on the date of grant, 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 Restricted Stock Award Plan,
in building stock ownership among the Company's officers and management
executives, enhances the potential for profitability and share-owner value.
Shares of restricted stock awarded in 1995 vest based upon a schedule which is
indexed to increases in market price of the Company's stock. Vesting occurs in
20% increments based on approximately 15% incremental growth in the value of the
Company's stock, with 100% vesting 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 the Company's stock on the date of grant was $17.8750 per share. A
total of 654,700 shares were awarded under the Restricted Stock Award Plan in
fiscal 1995. Of this total, 406,100 shares were awarded to all executive
officers; with 113,300 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 the Company's shares, 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.

The guidelines established by the Committee for the 1995 grants of stock
options and restricted stock awards for officer and executive managers were
based on 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.

Interest-Free Loan Program. Due to significant increases in the market
price of Company stock during 1995, members of management vested in and incurred
taxable income with respect to a significant number of shares of
performance-vested restricted stock. In order to assist members of management in
meeting their tax obligations, the Committee approved a short-term interest-free
loan program whereby the Company would remit required withholding taxes with
respect to the taxable income realized by each grantee, the amount of which is
repayable to the Company by the grantee no later than April 15, 1996.

Compensation of Chief Executive Officer. The Committee established fiscal
1995 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 1994, the Company's cash

20
<PAGE> 24

operating profit increased 9%, exceeding the 8% goal established by the
budget approved by the Company's Board of Directors.

- 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.

- While the Committee believes the Chief Executive Officer's base salary
compensation should be commensurate with salaries paid by comparable
companies in the marketplace, it is the Committee's primary objective
that the majority of the Chief Executive Officer's compensation should be
tied to the financial performance of the Company. The Committee approved
a 5% increase in the fixed base salary portion of the Chief Executive
Officer's compensation for 1995.

- 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 1995 Annual Incentive Compensation Plan the Chief Executive
Officer could earn an award of as much as 115% of base salary depending
upon the amount of the Company's 1995 cash operating profit in relation
to the increase set forth in the Company's budget approved by the Board
of Directors. The actual award was 80% of salary, which related to the
Company's achievement of 101.5% of its budgeted cash operating profit for
1995.

- 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 preceding discussion). Therefore, the Chief Executive Officer's
long-term incentive compensation was set without adjustment to reflect
his ownership of the Company's 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 the deductibility for federal tax purposes of
certain compensation paid to certain executive officers. Excepted from this
limitation is "performance-based" compensation which is approved by the
Company's share owners. 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 (As Amended and Restated Effective
January 2, 1996)

- 1995 Stock Option Plan (As Amended and Restated Effective January 2,
1996)

- Long-Term Incentive Plan (As Amended and Restated Effective January 1,
1996)

If approved by the Company's share owners, the Committee 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 such Section.

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<PAGE> 25

Conversely, no compensation will be paid pursuant to these Plans until the
share-owners' approval is obtained.

T. Marshall Hahn, Jr., Chairman
Claus M. Halle
Robert A. Keller
Francis A. Tarkenton

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 28, 1990, 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.)

<TABLE>
<CAPTION>
(GRAPH)

Measurement Period
(Fiscal Year Covered) CCE Peer group* S&P 500
<S> <C> <C> <C>
12/28/90 100 100 100
12/31/91 99.49 146.90 130.34
12/31/92 79.57 148.71 140.25
12/31/93 99.38 185.05 154.32
12/31/94 117.63 182.39 156.42
12/31/95 175.98 258.69 214.99
</TABLE>

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

* Peer Group:
Coca-Cola Beverages Ltd.
Coca-Cola Bottling Co. Consolidated
Whitman Corporation (Pepsi-Cola General Bottlers)

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 16, 1996, directly and indirectly through its
subsidiaries, 56,318,906 shares of Company Stock, representing approximately 45%
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.

22
<PAGE> 26

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.

Material agreements and transactions between the Company and The Coca-Cola
Company during 1995 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,
1995, the Company purchased from The Coca-Cola Company approximately $1.6
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 1996 will be
affected by a 2.8% increase in the price of syrup and concentrate purchased by
the Company under the bottle contracts.

Purchase of Finished Product from Joint Venture. During 1995, 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 1995 total
payments to The Coca-Cola Company, on behalf of the joint venture, were
approximately $25 million.

Administrative Services Agreements. During 1995, The Coca-Cola Company
provided 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 arm's-length rate
for such services. The amount paid by the Company in 1995 to The Coca-Cola
Company for services supplied to the Company for data processing, telephone
service, administrative, shipping and miscellaneous supplies was approximately
$277,000. The bulk of these services were discontinued upon the move of the
Company's headquarters from The Coca-Cola Company's complex.

Lease of Office Space. During most of 1995, the Company's principal
executive offices occupied approximately 28,000 square feet of office space
leased from The Coca-Cola Company. In 1995 the Company incurred approximately
$315,000 in rental and related charges. In late 1995 the Company relocated these
offices.

Management Services. The Company manages the production operations at
various production facilities on behalf of The Coca-Cola Company. During 1995,
The Coca-Cola Company paid the Company $21.4 million for management fees,
manufacturing expenses, rent and other miscellane-

23
<PAGE> 27

ous expenses associated with the management of a syrup plant in Eagan, Minnesota
and noncarbonated hot-fill facilities in Harrisburg, Pennsylvania; Waco, Texas;
and Northampton, Massachusetts.

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 1995, The Coca-Cola Company
paid ECI $1.2 million for these services.

Fountain Equipment. During 1995, the Company purchased fountain dispensing
equipment from The Coca-Cola Company for $6.6 million in conjunction with the
Integrated Operating System program which is being managed by the Company. In
addition, the Company sold fountain production equipment to The Coca-Cola
Company for $8.6 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 1995, The Coca-Cola Company paid the Company $349,000
for these services.

Point-of-Sale Expenses. The Company purchases point-of-sale and other
advertising items from The Coca-Cola Company. In 1995, the Company paid The
Coca-Cola Company approximately $7.1 million for such items and will continue to
purchase such materials in 1996.

Sweetener Requirements Agreement. The Company and The Coca-Cola Company
were parties in 1995 to an arm's-length agreement for the purchase by the
Company from The Coca-Cola Company of substantially all of the Company's 1995
requirements for sweetener. The amount paid by the Company to The Coca-Cola
Company under this agreement during 1995 totaled approximately $242 million. The
Company and The Coca-Cola Company have made a similar arrangement that provides
for fixed pricing for sweetener in 1996.

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 1995 for transshipment assessments was approximately $697,000. 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 1995, the amounts paid by The
Coca-Cola Company to the Company under these agency arrangements for delivery,
billing and collection totaled approximately $14.9 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 1995, the amounts paid by The
Coca-Cola Company to the Company for fountain syrups and bottle and can beverage
products totaled approximately $238 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
finished product than produce it. In 1995, the Company's sales to that bottler
totaled approximately

24
<PAGE> 28

$12.5 million and purchases were approximately $23.2 million. The Company
expects that additional sales and purchases will occur in 1996.

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 1995 marketing activities and has informed the Company that it intends
to provide such funds for the Company's 1996 marketing activities. The Company
believes that the aggregate of base marketing funds (excluding special or
one-time marketing programs) for 1996 will be at a level comparable to the base
marketing funds provided in 1995. 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 1995,
total direct marketing support provided to the Company by The Coca-Cola Company
was approximately $343 million, for which the Company was required to pay
approximately $82 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 $55 million to the Company in 1995 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 1995 fiscal year, CCFC did not advance
funds or enter into any new equipment leases with the Company or any of its
bottlers. In 1995, the Company paid CCFC approximately $345,000 under existing
equipment leases.

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"). Summerfield K. Johnston, Jr. and Scott L.
Probasco, Jr. each own approximately 1.4% of the outstanding stock of GiroVend,
and five officers of the Company, Henry A. Schimberg, John R. Alm, Summerfield
K. Johnston III, Philip H. Sanford and Lowry F. Kline, own in the aggregate
approximately .5% of GiroVend's outstanding stock. Mr. Johnston, Jr. is one of
several guarantors of $675,000 bank debt owed by a GiroVend subsidiary. Mr.
Sanford is also a member of GiroVend's board of directors. At December 31, 1995,
GiroVend owed the Company approximately $1.6 million in principal and interest
under a revolving line of credit between the Company and GiroVend. The line of
credit is unsecured and carries a floating rate of interest payable quarterly
equal to the three-month LIBOR rate plus 1.5%, reset quarterly; GiroVend has
made no payment of interest since January 1995. The revolving line of credit
matures on demand. The Company has not made a demand for repayment under the
line of credit and has indicated that it will extend the maturity of the line of
credit.

Prior to its sale to an unaffiliated bottler in February 1995, the Company
sold to CCBC NW Georgia all of that company's requirements for liquid
nonalcoholic refreshments. During 1995, these sales amounted to approximately
$709,000; additionally, the Company provided loading, administra-

25
<PAGE> 29

tive and miscellaneous services to CCBC NW Georgia for which it received
approximately $25,000. Sales of product were at prices equal to (i) the
Company's fully absorbed cost, which is usually less than the Company charges to
other agency customers, and (ii) reimbursement of product handling costs. Mr.
Johnston was, prior to the sale, Chairman of the Board, Treasurer and owner of
half of the shares of CCBC NW Georgia.

The following executive officers were loaned money by the Company to assist
them in meeting their tax obligations arising from the vesting of restricted
stock during 1995. Each loan was without interest and due to be repaid in full
on or before April 15, 1996. The amount of each loan is shown opposite the name
of the borrower.

<TABLE>
<S> <C>
John R. Alm............................................................. $ 318,635
Norman P. Findley III................................................... 125,517
Robert F. Gray.......................................................... 139,309
John C. Heinrich........................................................ 114,929
Summerfield K. Johnson III.............................................. 141,845
Summerfield K. Johnston, Jr............................................. 1,505,657
Jarratt H. Jones........................................................ 83,575
Lowry F. Kline.......................................................... 78,367
Vicki G. Roman.......................................................... 73,649
Philip H. Sanford....................................................... 131,929
Henry A. Schimberg...................................................... 2,368,790
Gary P. Schroeder....................................................... 124,624
G. David Van Houten, Jr................................................. 98,754
Bernice H. Winter....................................................... 79,991
</TABLE>

In connection with her accepting employment as the Company's Vice President
and Controller in 1994, the Company loaned $890,696 to Bernice H. Winter to
enable her to exercise certain incentive stock options from her previous
employer and to meet tax obligations arising from that exercise. Her loan is
fully secured and payable in installments, with the final payment due in January
2003. No interest is due unless there is a default in payment or Ms. Winter's
employment terminates for any reason other than disability.

In 1992, the Company made a relocation loan to Gary P. Schroeder, Vice
President, Regional Operations in the amount of $200,000. The loan, which is
generally on the same terms as other relocation loans made by the Company (i) is
secured by a second mortgage on the residence, (ii) does not accrue interest,
and (iii) does not become due until he leaves the Company or sells the
residence. Upon the sale of the residence, the Company will share in any
appreciation in price.

The Company paid approximately $95,000 of rental and associated charges in
1995 to Mr. Johnston and Summerfield K. Johnston III for the Company's use of
certain facilities owned by them.

During 1995, the Company and its subsidiaries, paid approximately $750,000
to Archer Daniels Midland Company ("ADM") for carbon dioxide. Howard G. Buffett,
a director of the Company, was also a director and executive officer of ADM
until July 1995.

During 1995, Lowry F. Kline, General Counsel of the Company, was a partner
in the law firm of Miller & Martin, counsel to the Company, which received
approximately $3.4 million in legal fees from the Company during 1995.

26
<PAGE> 30

APPROVAL OF THE 1995 RESTRICTED STOCK AWARD PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)
(PROPOSAL NO. 2)

The Board of Directors of the Company has adopted a 1995 Restricted Stock
Award Plan (As Amended and Restated Effective January 2, 1996) (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 2, 1996, reduced by the number of shares granted under the
Restricted Stock Plan prior to the effective date of this amendment and
restatement. 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 2, 1996 is
612,000, or 30% 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 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 paragraphs, 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 are referred to collectively as "Certain
Related Companies") 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 Related Companies.

The Restricted Stock Plan allows restrictions to be removed only upon the
written certification of the Restricted Stock Committee of the attainment of
requisite increases in the average fair market value of Company Stock within
five years from the date of grant. For the 1996 awards under the Restricted
Stock Plan, the Committee has set, as the requisite price increases: 47%, 67%,
91%, 118%, and 149% over the fair market value on the date of grant, $27.0625.

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<PAGE> 31

"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 prior to the date of grant. The "average fair market value" is
the average of the daily fair market values of Company Stock over twenty
consecutive trading days.

In addition to the required increase in the fair market value of the
Company Stock, the Restricted Stock Plan also provides that the Restricted Stock
Committee may condition the vesting of Restricted Stock on additional
provisions, such as service-related conditions.

With respect to 1996 awards under the Restricted Stock Plan, restrictions
will not be removed from the Company Stock unless the recipient is continuously
employed by the Company or any of the Certain Related Companies for five years
from the date on which each level of requisite increase in the fair market value
of the Company's Stock is attained. Company Stock under the 1996 award will be
forfeited upon termination of the employment of the recipient by the Company or
any of the Certain Related Companies if this condition of continued employment
is not satisfied, unless such termination is on account of retirement at or
after age 65, death, disability, involuntary termination without good reason, or
voluntary termination for good reason (hereinafter referred to as a "Specified
Termination Event").

In the case of a Specified Termination Event, the 1996 award agreement
under the Restricted Stock Plan provides for the waiver of the condition of
continued employment and for a continued period during which the requisite stock
price increases can be achieved in order for restrictions to be removed from any
Company Stock. In the case of a recipient's termination on account of
retirement, requisite increases may only be attained within two years from the
date of retirement, not to exceed five years from the date of grant. In the case
of a recipient's termination for any other Specified Termination Event, the
requisite stock price increases may be attained during the remainder of the
five-year period, measured from the date of 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.

As a condition of receiving an award in 1996 under the Restricted Stock
Plan, a recipient must agree not to compete with the Company for two years after
termination of employment with the Company or any of the Certain Related
Companies.

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.

28
<PAGE> 32

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 (AS AMENDED AND RESTATED
EFFECTIVE JANUARY 2, 1996).

APPROVAL OF THE 1995 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)
(PROPOSAL NO. 3)

The Board of Directors of the Company has adopted the Company's 1995 Stock
Option Plan (As Amended and Restated Effective January 2, 1996) (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, reduced
by the number of shares issued prior to the effective date of this amendment and
restatement. 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 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 35% 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 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.

29
<PAGE> 33

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 1996 grants, the date of
grant is January 2, 1996, and the fair market value on that date was $27.0625.
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 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 Related
Companies 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
Related Companies.

In accordance with its authority under the Option Plan, the Option
Committee has determined, and the Board has approved, that after the initial
six-month holding period, all grants made in 1996 to the Chief Executive Officer
and certain Senior Executive Band employees may become exercisable in increments
of 20%, solely upon the attainment of requisite increases in the fair-market
value of Company Stock within five years from the date of grant (a
"Performance-Vested Option Grant"). Under the 1996 Performance-Vested Option
Grant, the requisite increases in the value of Company Stock are 47%, 67%, 91%,
118% and 149%.

If an Option under the Performance-Vested Option Grant has not yet become
exercisable and the optionee should die, become disabled, or retire, the Option
will not expire for 36 months from the

30
<PAGE> 34

date of the Optionee's death, disability, or retirement, during which time the
Option may become exercisable upon the occurrence of the requisite price
increases in the value of the Company's stock, except in no event shall the
period in which the increases may be attained extend past five years from the
date of grant.

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 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 (AS AMENDED AND RESTATED EFFECTIVE
JANUARY 2, 1996).

APPROVAL OF THE LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)
(PROPOSAL NO. 4)

The Board of Directors of the Company has adopted the Company's Long-Term
Incentive Plan (As Amended and Restated Effective January 1, 1996) (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 C.

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

31
<PAGE> 35

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 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 preestablished increases
in cash operating profit during 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 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 percentages that are used to calculate of awards are determined
by the Long-Term Incentive Plan Committee prior to the Performance Period and
are based on a participant's position. The maximum percentage that may be used
to calculate any award under the Long-Term Incentive Plan is 160%.

The maximum amount of compensation payable to any individual under the
Long-Term Incentive Plan would be paid to Summerfield K. Johnston, Jr. since it
is based upon a percentage of average base salary. Assuming the maximum
performance goals were met over the three-year period beginning January 1, 1996,
and further assuming Mr. Johnston's base salary increased by the maximum
percentage allowed by the Long-Term Incentive Plan, he would earn $2,016,000 for
the three-year Performance Period. (The pro forma computation in the following
"New Plan Benefits" table uses assumptions based upon the Company's historical
attainment of cash operating profit goals rather than attempting to predict
1996-1998 performance.)

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.

The Long-Term Incentive Plan provides that awards may be prorated in the
following circumstances: (i) when a participant transfers within the Company or
a 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 Related Companies; (ii) when a participant dies, retires or becomes
disabled prior to the end of a Performance Period; and (iii) when an employee is
hired or promoted into a position eligible for participation after a Performance
Period has begun.

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.

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<PAGE> 36

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, a pro forma computation of the amounts.

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 (AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 1996).

NEW PLAN BENEFITS

The following table shows: (i) grants of restricted stock under the 1995
Restricted Stock Award Plan (As Amended and Restated Effective January 2, 1996)
and (ii) grants of Options under the 1995 Stock Option Plan (As Amended and
Restated Effective January 2, 1996) (both grants approved by the Compensation
Committee to be effective January 2, 1996), (iii) pro forma amounts which would
be earned for 1996 under the Executive Management Incentive Plan (effective
January 1, 1995); and (iv) pro forma amounts which would be earned for the 1996
through 1998 period under the Long-Term Incentive Plan (As Amended and Restated
Effective January 1, 1996). 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(2) OPTIONS GRANTED(4) PLAN(5) PLAN(6)
- -------------------------------- ------------- --------- -------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Summerfield K. Johnston, Jr..... $ 0 0 (3) 900,000 $ 640,250 $ 819,940
Vice Chairman and Chief
Executive Officer
Henry A. Schimberg.............. 11,501,563 425,000 (3) 0 575,250 736,700
President and Chief Operating
Officer
John R. Alm..................... 5,412,500 200,000 (3) 0 225,500 255,970
Senior Vice President and
Chief Financial Officer
Gary P. Schroeder............... 0 0 (3) 32,900 125,000 130,070
Vice President, Regional
Operations
Norman P. Findley III........... 2,029,688 75,000 (3) 0 138,875 157,640
Senior Vice President
Executive Group................. 29,362,813 1,085,000 (3) 1,102,600 2,736,425 3,242,120
Non-Executive Director
Group......................... 0 0 (3) 0 0 0
Non-Executive Officer Employee
Group......................... 0 0 (3) 809,800 3,807,578 15,707,190
</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 2, 1996, $27.0625 per share.
(2) The 1996 grants under the Restricted Stock Plan represent a one-time grant
for the three-year period of 1996-1998. The total number of shares of
restricted stock awarded was based on three considerations. In addition to
representing a grant which reflects the Company's stock-related compensation
policies, the 1996 grant is intended to encourage continuity during the

33
<PAGE> 37

period in which the Chief Executive Officer approaches retirement age and to
provide the Company a covenant not to compete by each grantee for two years
following termination of employment.
(3) Options have an exercise price equal to the fair market value of Company
Stock of the Company on January 2, 1996, $27.0625 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.
(4) The 1996 grant to Mr. Johnston under the Stock Option Plan represents a
one-time grant for the three-year period of 1996-1998. Mr. Johnston's grant
is intended to provide incentive compensation that is comparable to the
grants of restricted stock awarded to other executive management. Like the
1996 restricted stock grant, the options granted to Mr. Johnston will vest
only upon the attainment of requisite increases in the fair market value of
the Company's stock.
(5) Awards under the Executive Management Incentive Plan are not determinable,
because they would be based upon full-year financial results for 1996. The
table discloses pro forma bonuses for 1996 based on a comparison of budgeted
1995 cash operating profit to actual 1995 cash operating profit and assumes
4% annual salary increases for nonofficer participants.
(6) Awards under the Long-Term Incentive Plan are not determinable until 1999,
when the results of the three-year Performance Period (1996 through 1998)
are available. The table discloses pro forma payments as if the terms of the
Long-Term Incentive Plan applied to the period 1993 through 1995 and assumes
a 4% annual salary increase for nonofficer participants over the three-year
term, and a 4% annual salary increase for officer participants over salary
at December 31, 1996.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 5)

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, 1996, subject to
ratification of this appointment by the share owners of the Company at the 1996
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 1996 FISCAL YEAR.

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<PAGE> 38

SHARE-OWNER PROPOSAL
(PROPOSAL NO. 6)

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 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 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) is not remunerated by the company for personal
services (consisting of legal, accounting, investment banking, and management
consulting services (whether or not as an employee) for a corporation, division,
or similar organization that actually provides the personal services, nor an
entity from which the company derives more than 50 percent of its gross
revenues); (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) is not part of an interlocking directorate in
which the CEO or other executive officers of the corporation serves on the board
of another corporation that employs the director.

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.

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<PAGE> 39

This is substantially the same proposal submitted in 1994 and 1995 by the
proponent. In 1995, the proposal was defeated by a vote of 98,396,884 votes
against or abstaining (88.8%), and 12,409,133 votes in favor (11.2%).

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 nonemployees; and
the Board believes there is no useful purpose served in arbitrarily denying
certain large share owners the ability to serve on the nominating committee.

SHARE-OWNER PROPOSALS FOR 1997 ANNUAL MEETING

Director nominations and other proposals of share owners intended to be
presented at the 1997 Annual Meeting of Share Owners must be made in writing and
received by the Company on or before November 5, 1996, 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 1997 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 1997 Annual Meeting.
All share-owner proposals should be submitted by certified mail, return receipt
requested, to the Secretary of the Company, Post Office Box 723040, Atlanta,
Georgia 31139.

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 4, 1996

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

THE COMPANY'S 1995 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.

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

36
<PAGE> 40

EXHIBIT A

COCA-COLA ENTERPRISES INC.

1995 RESTRICTED STOCK AWARD PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)

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 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 unissued common stock of the Company
or from shares of Stock held by the Company in its

A-1
<PAGE> 41

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, reduced by the number of
Shares granted under the Plan prior to the effective date of this amendment and
restatement. 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 all key employees and officers (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 30% 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, which
restrictions shall not be removed except upon attainment of requisite increases
in the fair market value of the Stock on the date of grant, which requisite
increases shall be established by the Committee prior to the date of any Award
under the Plan. The Committee shall certify in writing that such increases have
occurred before restrictions may be removed from the certificates evidencing
such stock. Any Stock with respect to which requisite increases have not been
obtained shall be forfeited to the Company not later than five years from the
date of grant of such Stock.

(b) 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 provisions delaying the removal of all
forfeiture restrictions until service-related conditions are satisfied, limiting
the period for measuring the performance-based requirements of Section 5(a), and
removing the nontransferability restrictions provided for under 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.

(c) 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.

(d) 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.

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(d)) unless the restrictions described in Section 5 are
removed.

A-2
<PAGE> 42

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.

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.

A-3
<PAGE> 43

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.

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.

A-4
<PAGE> 44

EXHIBIT B

COCA-COLA ENTERPRISES INC.

1995 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)

SECTION 1. PURPOSE

The purpose of the 1995 Stock Option Plan (As Amended and Restated
Effective January 2, 1996) (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.

B-1
<PAGE> 45

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, reduced
by the number of shares issued prior to the effective date of this amendment and
restatement. 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 35% 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

B-2
<PAGE> 46

Option is granted, (B) to the extent of an additional one-third of the total
number of shares subject 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.

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<PAGE> 47

(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 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.

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<PAGE> 48

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 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.

LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)

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 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 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 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. "Average Annual Base Salary" means 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. 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%. No Award under the Plan shall exceed
160% of a Participant's Average Annual Base Salary.

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 Annual Base Salary for a prorated Award,
each year's annual 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 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
Participant's annual 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,

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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 under this Section 7 shall not be paid to a Participant
whose employment is terminated prior to the last day of the Performance Period
unless the reason for such termination was the Participant's death, disability,
or retirement (as defined in Section 6). 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 in an eligible
position during the Performance Period. A partial Award paid to a Participant
whose employment is terminated on account of death or disability shall be
calculated based on the increase in COP as of December of the year preceding
the Participant's termination and shall be paid in the year following such
Participant's termination of employment. A partial Award paid 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.

(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.

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 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.

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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(PRINTED ON RECYCLED PAPER LOGO)
<PAGE> 53

<TABLE>
<S> <C>
EXHIBIT D

COCA-COLA ENTERPRISES INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF COCA-COLA ENTERPRISES INC.

P The undersigned hereby (a) appoints J. Guy Beatty, Jr., Lowry F. Kline, and Philip H. Sanford, each as proxies with full
R power of substitution, to vote all shares of Common Stock of Coca-Cola Enterprises Inc. owned of record by the undersigned
O and (b) directs Trust Company Bank, Trustee under the Coca-Cola Enterprises Inc. Matched Employee Savings and Investment
X Plan, to vote in person or by proxy all shares of Common Stock of Coca-Cola Enterprises Inc. allocated to any accounts of
Y the undersigned under such Plan, and which the undersigned is entitled to vote, on all matters which may come before the
1996 Annual Meeting of Share Owners to be held at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware, on April
11, 1996 at 10:30 a.m. local time, and any adjournments thereof, unless otherwise specified herein.

Proposal 1:
Election of Directors, Nominees:

For terms to expire at the 1999 Annual Meeting of Share Owners: John L. Clendenin, M. Douglas Ivester, John E. Jacob,
Summerfield K. Johnston, Jr., and Robert A. Keller.

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

COCA-COLA ENTERPRISES INC.

[LOGO]

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, Barq's, Coca-Cola, Fanta, Fresca, Fruitopia, Fruitopia Inner Light fruit beverages,
Fruitopia fruit teas, Hi-C fruit drinks, Mello Yello, Minute Maid and diet Minute Maid soft drinks
Minute Maid Juices To Go, Mr. PiBB, diet Mr. PiBB, Powerade, Ramblin' root beer, and TAB.

PRODUCTS OF OTHER COMPANIES MARKETED AND PRODUCED
BY COCA-COLA ENTERPRISES INC. IN SELECTED MARKETS:

A&W, Canada Dry, Dad's, Dr Pepper, Diet Dr Pepper, Evian, Mendota Springs, Naya, Nestea,
diet Nestea, Nestea Cool, Nestea pitcher style, Nestea Specialties, Schweppes, Squirt, Sunkist, and Welch's.
</TABLE>
<PAGE> 54
- ------------------------------------------------------------------------------
/X/ PLEASE MARK YOUR /2516
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, AND 5, AGAINST PROPOSAL 6,
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, AND 5.
<TABLE>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. To approve the Company's / / / / / /
Directors 1995 Restricted Stock
(See Reverse) Award Plan (As Amended
and Restated Effective
January 2, 1996);

For, except vote withheld from
the following nominee(s):
3. To approve the Company's / / / / / /
1995 Stock Option Plan (As
Amended and Restated
- ------------------------------ Effective January 2, 1996);

FOR AGAINST ABSTAIN
4. To Approve the Company's / / / / / /
Long-Term Incentive Plan
(As Amended and Restated
Effective January 1, 1996);

5. To ratify the appointment of / / / / / /
Ernst & Young LLP as
independent auditors of the
Company for the 1996 fiscal
year; and

</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 6.
____________________________________________________________
FOR AGAINST ABSTAIN
6. Share-Owner Proposal to / / / / / /
create an independent
nominating committee.

DO YOU PLAN TO ATTEND THE / / / /
ANNUAL MEETING? YES NO

SIGNATURES(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.
- ---------------------------------------------------------------------------

F O L D A N D D E T A C H H E R E

ADMISSION TICKET

COCA-COLA ENTERPRISES INC.

A N N U A L M E E T I N G O F S H A R E O W N E R S

THURSDAY, APRIL 11, 1996, 10:30 A.M. LOCAL TIME
HOTEL du PONT
11th AND MARKET STREETS, WILMINGTON, DELAWARE

- ---------------------------------------------------------------------------
A G E N D A
.......................................................

ELECTION OF FIVE DIRECTORS
-
APPROVAL OF 1995 RESTRICTED STOCK AWARD PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)
-
APPROVAL OF 1995 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 2, 1996)
-
APPROVAL OF LONG-TERM INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)
-
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 proxy card above. Present this Admission ticket to
the Coca-Cola Enterprises representative at the entrance to the Annual Meeting
room.
________________________________________________________________________________