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Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including Zip Code)
COCA-COLA ENTERPRISES INC.
DEFERRED COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTOR COMPENSATION
(As Amended and Restated Effective January 1, 1998)
(Full title of the Plan)
Lowry F. Kline, Esq.
Executive Vice President and General Counsel
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339
(Name and address of agent for service)
(770) 989-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering Registration
be registered registered share price fee
- -------------- ------------ ---------- ------------- ------------
Coca-Cola
Enterprises Inc.
Common Stock,
$1.00 par value 200,000 shares $33.44(1) $6,687,500.00(1) $1,973
(1) Determined in accordance with Rule 457(c) under the Securities Act
of 1933, based on the average of the high and low prices reported
on the New York Stock Exchange on February 24, 1998.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K filed pursuant
to Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended
December 31, 1996;
(b) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December
31, 1996;
(c) the description of the Registrant's common stock to be
offered hereby which is contained in the registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of filing of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by reference and
to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal monetary liabilities of
directors of the Registrant for breaches of certain of their fiduciary duties
to the full extent permitted by Section 102(b)(7) of the General Corporation
Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or limit the
personal liability of members of its board of directors to the corporation or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care. Such a provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty.
In addition, no such provision may eliminate or limit the liability of a
director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating the law, paying an
unlawful dividend or approving an illegal stock repurchase, or obtaining an
improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers to the
extent permitted by the GCL. Section 145 of the GCL provides for
indemnification of directors and officers from and against expenses (including
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attorney's fees), judgments, fines and amounts paid in settlement reasonably
incurred by them in connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions brought as
derivative actions by or in the right of the corporation but only to the
extent of expenses reasonably incurred in defending or settling such action)
in which they may become involved by reason of being a director or officer of
the corporation. The section permits indemnification if the director of
officer acted in good faith in a manner which he reasonably believed to be in
or not opposed to the best interest of the corporation and, in addition, in
criminal actions, if he had reasonable cause to believe his conduct to be
lawful. If, in an action brought by or in the right of the corporation, the
director or officer is adjudged to be liable for negligence or misconduct in
the performance of his duty, he will only be entitled to such indemnity as the
court finds to be proper. Persons who are successful in defense of any claim
against them are entitled to indemnification as of right against expenses
reasonably incurred in connection therewith. In all other cases,
indemnification shall be made (unless otherwise ordered by a court) only if
the board of directors, acting by a majority vote of a quorum of disinterested
directors, independent legal counsel or holders of a majority of the shares
entitled to vote determines that the applicable standard of conduct has been
met. Section 145 provides such indemnity for persons who, at the request of
the corporation, act as directors, officers, employees or agents of other
corporations, partnerships or other enterprises.
The Registrant maintains directors and officers liability
insurance which insures against liabilities that directors or officers of the
Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises Inc., as restated as of April 15, 1992, as amended by Certificate
of Amendment dated April 21, 1997, incorporated by reference to Exhibit 3 to
the Registrant's Current Report on Form 8-K (Date of Report: July 22, 1997).
4.2 Bylaws of Coca-Cola Enterprises Inc., as amended through
February 20, 1996, incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1995.
4.3 Coca-Cola Enterprises Inc. Deferred Compensation Plan for
Nonemployee Director Compensation (As Amended and Restated Effective January
1, 1998).
23 Consent of Ernst & Young LLP.
24 Powers of Attorney.
An opinion of counsel is not being filed because the securities
being registered are not original issuance securities.
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ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the registration
statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the ecurities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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C. Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Coca-Cola Enterprises Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on the 3rd day of March, 1998.
COCA-COLA ENTERPRISES INC.
(Registrant)
S/ S. K. JOHNSTON, JR.
By:------------------------
S. K. Johnston, Jr.
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons in the capacities and on the
dates indicated.
S/ S. K. JOHNSTON, JR.
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(S.K. Johnston, Jr.) Chairman and Chief Executive March 3, 1998
Officer and a Director
(principal executive
officer)
S/ JOHN R. ALM
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(John R. Alm) Executive Vice President
and Chief Financial Officer
(principal financial officer
and principal accounting
officer) March 3, 1998
HOWARD G. BUFFETT*
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(Howard G. Buffett) Director March 3, 1998
JOHN L. CLENDENIN*
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(John L. Clendenin) Director March 3, 1998
JOHNNETTA B. COLE*
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(Johnnetta B. Cole) Director March 3, 1998
JOSEPH R. GLADDEN, JR.*
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(Joseph R. Gladden, Jr.) Director March 3, 1998
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CLAUS M. HALLE*
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(Claus M. Halle) Director March 3, 1998
L. PHILLIP HUMANN*
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(L. Phillip Humann) Director March 3, 1998
JOHN E. JACOB*
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(John E. Jacob) Director March 3, 1998
ROBERT A. KELLER*
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(Robert A. Keller) Director March 3, 1998
JEAN-CLAUDE KILLY*
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(Jean-Claude Killy) Director March 3, 1998
S.L. PROBASCO, JR.*
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(S.L. Probasco, Jr.) Director March 3, 1998
HENRY A. SCHIMBERG*
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(Henry A. Schimberg) Director March 3, 1998
FRANCIS A. TARKENTON*
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(Francis A. Tarkenton) Director March 3, 1998
S/ LOWRY F. KLINE
*By:-----------------------------
Lowry F. Kline
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT NUMBER
4.1 Restated Certificate of Incorporation of Coca-Cola Enterprises
Inc., as restated as of April 15, 1992, as amended by Certificate
of Amendment dated April 21, 1997, incorporated by reference to
Exhibit 3 to the Registrant's Current Report on Form 8-K (Date of
Report: July 22, 1997).
4.2 Bylaws of Coca-Cola Enterprises Inc., as amended through February
20, 1996, incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
4.3 Coca-Cola Enterprises Inc. Deferred Compensation Plan for
Nonemployee Director Compensation (As Amended and Restated
Effective January 1, 1998).
23 Consent of Ernst & Young LLP.
24 Powers of Attorney.
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EXHIBIT 4.3
Coca-Cola Enterprises Inc.
DEFERRED COMPENSATION PLAN
FOR
NONEMPLOYEE DIRECTOR COMPENSATION
(As Amended and Restated Effective January 1, 1998)
1. Purpose. The purpose of the Deferred Compensation Plan for
Nonemployee Directors of Coca-Cola Enterprises Inc. (the "Plan") is to provide
Nonemployee Directors of Coca-Cola Enterprises Inc. (the "Corporation") a
vehicle for automatic and voluntary deferrals of their compensation as a
Director.
2. Effective Date. The Plan shall become effective, as amended and
restated, as of January 1, 1998.
3. Eligibility. All Directors of the Corporation who are not
employees of the Corporation or of any subsidiary of the Corporation shall
participate in the Plan. The Chairman of the Board of Directors, regardless
of employee status, shall, however, participate in the Plan, but solely with
respect to Automatic Deferrals (as defined), and not otherwise.
4. Automatic Deferral of Compensation. Fifteen Thousand Dollars
($15,000) of each annual retainer and one-third of all meeting fees payable to
a participant shall be deferred under the Plan and shall be payable in the
form and at the time elected, as described in paragraph 9 below ("Payment
Election"). Deferrals under this paragraph 4 shall be known as "Automatic
Deferrals."
5. Voluntary Deferral of Compensation.
(a) Amount of Voluntary Deferral. A participant may defer
receipt of all or a specified portion of the annual retainer and meeting fees
receivable for service as a Director of the Corporation after deduction of
Automatic Deferrals ("Net Compensation"), but not any other compensation or
expense reimbursement. Deferrals under this paragraph 5 shall be known as
"Voluntary Deferrals."
(b) Manner of Electing Voluntary Deferral. A participant shall
elect to make a Voluntary Deferral by giving written notice to the Corporation
on the election form attached hereto as Exhibit A (the "Election Form"),
specifying the following:
(i) the amount of the Voluntary Deferral, expressed as a
percentage of Net Compensation; and
(ii) whether Voluntary Deferrals and, if so, whether
Hypothetical Dividends relating to such Voluntary Deferrals, shall be
credited to the Stock Account.
(c) Time of Election. Elections with respect to Voluntary
Deferrals may be made at the following times:
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(i) A nominee for election for Director (who is not at the
time of nomination a sitting Director) may elect a Voluntary Deferral
any time before election to the Board and before being entitled to
receive any compensation for service on the Board or a committee. A
Voluntary Deferral shall be effective upon such person's election to the
Board.
(ii) A sitting Director who has never elected to make a
Voluntary Deferral may elect to make a Voluntary Deferral at any time
during the year. Such Voluntary Deferral election shall not, however,
be effective until January 1 of the following year and only upon the
approval of a committee of at least two nonemployee directors within the
meaning of Rule 16b-3 under the Securities and Exchange Act of 1934, as
amended.
(iii) A sitting Director who has discontinued a Voluntary
Deferral under subparagraph 5(b), may re-elect to make a Voluntary
Deferral at any time during the year, but the election will not be
effective until January 1 of the following year and shall be effective
only upon the approval of a committee of at least two nonemployee
directors within the meaning of Rule 16b-3 under the Securities and
Exchange Act of 1934, as amended.
(d) Discontinuance of Election. A participant may elect to
discontinue a Voluntary Deferral at any time, but such election shall not be
effective until the first day of the next calendar quarter.
(e) Term of Election. A Voluntary Deferral shall continue in
effect until the end of the participant's service as a Director.
6. Deferred Compensation in Lieu of Retirement Benefits. A
participant shall receive deferred compensation in lieu of retirement benefits
("Retirement Benefit Deferrals") in the manner described below:
(a) One-Time Deferral of Accrued Retirement Plan Benefit. Any
participant in the Plan who, at December 31, 1997, had an accrued benefit
under the Retirement Plan for the Board of Directors of Coca-Cola Enterprises
Inc. (the "Directors Retirement Plan") may elect to have the present value of
that benefit deferred under this Plan. To be effective, such election must be
made prior to February 28, 1998, on the election form attached as Exhibit B.
(b) One-Time Increase in the Deferred Compensation of Certain
Participants. Any participant who did not have an accrued benefit under the
Directors Retirement Plan at the time of such plan's termination, solely
because he or she had not satisfied the eligibility requirement of completing
five years of service, shall be entitled to a one-time increase in his or her
deferred compensation in an amount equal to the present value of retirement
benefits to which he or she would have been entitled under the Directors
Retirement Plan as of December 31, 1997, if he or she had become eligible to
participate in that Plan prior to December 31, 1997.
(c) Annual Increase in Deferred Compensation Accounts. The
deferred compensation of each participant shall be increased on the first
trading day of each calendar year by $16,000.
(d) Payment of Retirement Benefit Deferrals. Retirement Benefit
Deferrals shall be payable in accordance with the participant's Payment
Election.
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7. Deferred Compensation Accounts. The Corporation shall establish
one or more deferred compensation accounts for each participant, as provided
below.
(a) Basic Account. A Basic Account will be maintained in the
name of each participant on the books and records of the Corporation. All
Voluntary Deferrals will be paid into the participant's Basic Account, unless,
and to the extent, otherwise specified by the participant on the Election
Form. At the end of each calendar year or initial or terminal portion of a
year, such Basic Account will be credited with interest, at an annual rate
equivalent to the weighted average prime lending rate of SunTrust Bank,
Atlanta for the relevant year or portion thereof (the "Interest Equivalents"),
upon the average daily balance in the Basic Account during such year or
portion thereof.
(b) Stock Account.
(i) All Automatic Deferrals and any Voluntary Deferrals,
to the extent specified on the participant's Election Form, shall be
credited to the participant's Stock Account. The Corporation shall
credit to the Stock Account that number of whole shares of common stock
of the Corporation that could be purchased with an amount equal to such
Automatic and Voluntary Deferrals, determined on the basis of the
average of the high and low market prices at which a share of common
stock of the Corporation sold on the trading day preceding the date such
compensation would otherwise be payable, as reported on the New York
Stock Exchange Composite Transactions listing.
(ii) All Retirement Benefit Deferrals shall be credited to
the participant's Stock Account. The Corporation shall credit to the
Stock Account that number of whole shares of the common stock of the
Corporation that could be purchased with an amount equal to such
Retirement Benefit Deferrals, determined on the basis of the average of
the high and low market prices at which a share of common stock of the
Corporation sold on the first trading day of the calendar year to which
such Retirement Benefit Deferral relates, as reported on the New York
Stock Exchange Composite Transactions listing. Notwithstanding the
foregoing, for purposes of the Retirement Benefit Deferrals described in
subparagraphs 6(a) and (b), January 2, 1998 shall be the relevant
trading day.
If a participant whose Stock Account received a Retirement
Benefit Deferral pursuant to subparagraph 6(b) leaves the Board of
Directors, for any reason, prior to the completion of five years of
service on the Board, the Stock Account of such participant will be
reduced, prior to any payment of compensation under this Plan, by the
same number of whole shares of common stock by which it was increased by
reason of such Retirement Benefit Deferral made under subparagraph 6
(b).
(iii) After crediting such number of whole shares to a
participant's Stock Account in accordance with subparagraphs 7(b)(i) and
(ii), any amount which represents a fractional share shall be credited
to the participant's Basic Account.
(c) Treatment of Hypothetical Dividends. Hypothetical Dividends
on Stock Account balances representing Automatic Deferrals and Retirement
Benefit Deferrals will be credited to the participant's Dividend Account (as
defined in subparagraph (d)); Hypothetical Dividends on Stock Account balances
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representing Voluntary Deferrals will be credited to the participant's Basic
Account, unless the participant has elected, pursuant to paragraph 5(b) (ii),
that they be credited to his or her Dividend Account. As used in this Plan,
"Hypothetical Dividends" refers to an amount equal to dividends paid on shares
of common stock which are credited to a participant's Stock Account, as if
that number of shares had been actually outstanding on the record date of such
dividend, and "dividends" means the dividends paid on a share of the
Corporation's common stock from time to time.
(d) Dividend Account. Balances in the Dividend Account will be
credited with interest as if they were in the Basic Account. However, once a
year, effective as of the second Wednesday in February (the "Dividend
Conversion Date") the credit balance of the Dividend Account will first be
credited with any interest earned since the last date interest was credited
and, second, will be treated as if it had been used to purchase the maximum
number of whole shares of the common stock of the Corporation. That number of
whole shares will be automatically credited to the Stock Account and any
amounts which would represent a fractional share shall remain in the Dividend
Account as a cash balance. To compute the maximum number of whole shares
purchasable, each share will be valued at the average of the high and low
market prices at which a share of common stock of the Corporation was sold on
the trading day preceding the Dividend Conversion Date, as reported on the New
York Stock Exchange Composite Transactions listing.
8. Value of Deferred Compensation Accounts. A participant's Basic
Account, Stock Account and Dividend Account shall be referred to collectively
as his or her "Accounts." The value of each participant's Accounts shall
consist of the total balance in all such Accounts. As promptly as practicable
following the close of each calendar year, a statement will be sent to each
participant as to the balance in the participant's Accounts as of the end of
such year, including the number of shares credited to the Stock Account and
the value of such shares, based upon the average of the high and low market
prices at which a share of common stock of the Corporation sold on the trading
day coincident with or immediately preceding the end of such calendar year, as
reported on the New York Stock Exchange Composite Transactions listing.
9. Payment of Deferred Compensation.
(a) Form of Payment. Payments from the Stock Account will be
made in whole shares of the Corporation's common stock, and payments from all
other Accounts will be made in cash. All payments of cash shall include an
amount equal to any Interest Equivalents on the Basic Account and the Dividend
Account that have accrued through the date immediately preceding the date such
payments are made.
(b) Election as to Number of Payments. A participant shall, at
the same time as he or she first makes a Voluntary Deferral Election, specify
on the Election Form (i) whether the balance of his or her Accounts shall be
paid in a lump-sum payment or a number of annual installments (not to exceed
five) and (ii) the date the lump-sum payment or the first installment payment
shall commence. If, however, no election is in effect, the Board may, at its
option: (i) make a lump-sum payment of the Accounts; or (ii) make a lump-sum
payment from the Stock Account and pay the balance of all other Accounts in
equal monthly installments for a period of no more than 60 months. Except as
otherwise provided in paragraph 10, below, any lump-sum payment shall occur as
soon as reasonably possible following the participant's retirement from the
Board.
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(c) Method of Paying Installments. If the participant elects
installment payments, the following rules apply:
(i) The participant may designate as part of such election
what portion of each payment shall be debited to and be deemed paid from
his or her Stock Account, or from his Basic Account and Dividend
Account, provided that any such designation must be made no later than
at the time the participant's election pursuant to subparagraphs 5(c)
(i) and (ii) are first made. If, however, no such designation is made
before payments are to begin, the Corporation shall debit payments
proportionately from each of the Accounts.
(ii) During any such installment payment period, the
Corporation shall continue to maintain the Stock Account and the
Dividend Account, as provided above, and shall on each Dividend
Conversion Date transfer the credit balance from the Dividend Account to
the Stock Account, as provided above.
10. Amount Payable on Death. In the event of a participant's death,
prior to a total distribution of his or her Accounts, the balance in such
Accounts (including Interest Equivalents in relation to the elapsed portion of
the year of death) shall be determined as of the date of death, and the
balance shall be paid as soon as reasonably possible thereafter to the
beneficiary or beneficiaries previously designated by the participant. Any
such designation shall be in writing and delivered to the Secretary of the
Corporation and may be changed by a later-dated designation. If there is no
designation in effect, the balance of the participant's Accounts shall be paid
to his or her estate.
11. Discretionary Lump-Sum Payment. In the event of a participant's
resignation from the Board of Directors, such participant may, at the
discretion of and with the consent of the Board of Directors or its Committee
on Directors, within ninety days after the participant's resignation revoke
any prior election and elect to receive his or her distribution in a lump-sum
payment.
12. Unfunded Promise to Pay; No Segregation of Funds or Assets.
Neither anything contained in the Agreement nor the establishment or
maintenance of the Basic Account, the Stock Account or the Dividend Account
shall require the segregation of any assets of the Corporation or any type of
funding by the Corporation of such Accounts or the amounts payable therefrom,
it being the intention of the parties that the Plan be an unfunded arrangement
for federal income tax purposes. No participant shall have any rights to or
interest in any specific assets or shares of common stock of the Corporation
by reason of the Plan, and his or her only rights to enforce payment of the
obligations of the Corporation hereunder shall be those of a general creditor
of the Corporation. In the event the Corporation establishes a trust or any
other method of providing for its payment of the obligations created
hereunder, such trust shall conform to the terms of the model trust, as
described in Rev. Proc. 92-64, 1992-33 I.R.B. 11, and it is expressly
understood that no participant will have any interest therein other than as a
general creditor of the Corporation. It is further understood that the shares
credited to the Stock Account shall be only a means for measuring the amount
of deferred compensation payable under the Plan and shall not constitute or
represent outstanding shares of common stock of the Corporation for any
purpose.
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13. Changes in Capitalization. The number of shares of common stock
credited to each participant's Stock Account shall be proportionately adjusted
for any increase or decrease in the number of issued and outstanding shares of
common stock of the Corporation resulting from a subdivision or combination of
shares or the payment of a stock dividend in shares of common stock of the
Corporation to holders of outstanding shares or any other increase or decrease
in the number of such shares effected without receipt of consideration by the
Corporation. Appropriate adjustments shall also be made to reflect any
recapitalization, reclassification of shares or reorganization affecting the
capital structure of the Corporation. In the event of a merger or
consolidation in which the Corporation is not the surviving corporation or in
which the Corporation survives only as a subsidiary of another corporation,
and in such transaction the holders of common stock of the Corporation become
entitled to receive shares of stock or securities of the surviving
corporation, the participant's Stock Account shall be credited with that
number of hypothetical shares of securities of the surviving corporation that
would be exchanged for the shares of common stock of the Corporation in such
transaction if they had been outstanding shares, and any cash or other
consideration that would be receivable if such shares had been outstanding
shall be credited to the participant's Basic Account.
14. Participant's Rights Unsecured. The right of a participant to
receive any unpaid portion of the participant's Accounts shall be an unsecured
claim against the general assets of the Corporation.
15. Nonassignability. The right of a participant to receive any
unpaid portion of the participant's Accounts shall not be assigned,
transferred, pledged or encumbered or be subject in any manner to alienation
or anticipation.
16. Administration. This Plan shall be administered by the Secretary
of the Corporation, who shall have the authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe and implement
the provisions thereof.
17. Amendment and Termination. This Plan may be amended, modified or
terminated at any time by the Board of Directors of the Corporation; provided,
however, that no such amendment, modification or termination shall, without
the consent of a participant, adversely affect such participant's rights with
respect to amounts theretofore accrued to the participant's Accounts.
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EXHIBIT A
ELECTION
TO THE SECRETARY OF COCA-COLA ENTERPRISES INC. (the "Corporation"):
Pursuant to the Deferred Compensation Plan for Nonemployee Director
Compensation of the Corporation (the "Plan"), I hereby elect to defer ______%
of all future payments of annual retainer fees and meeting fees for service on
the Board of Directors of the Corporation. The percentages are applied to the
fees net of Automatic Deferrals, as defined in Paragraph 4 of the Plan.
1. I hereby elect that:
______% of the amounts so deferred be credited to my Basic Account
and thereafter credited with Interest Equivalents as provided in
the Plan and/or
______% of the amounts so deferred be credited to a Stock Account
and treated as if invested in shares of common stock of the
Corporation.
(I understand that unless amounts are specifically deferred into a
Stock Account, all deferred amounts will be put into my Basic
Account.)
2. (To be completed only if amounts are to be deferred into a Stock
Account.) I hereby elect to have any hypothetical dividends paid on shares of
common stock credited to my Stock Account treated as follows (check one):
_____ credited to my Basic Account and thereafter credited with
Interest Equivalents as provided in the Plan.
_____ credited to a Dividend Account and treated as reinvested,
each February, in shares of common stock of the Corporation,
as provided in the Plan. (I understand that if I do not
elect this option all Hypothetical Dividends will be
credited with Interest Equivalents, as provided in the
Plan.)
3. With respect to the remainder of the balance of my Accounts, I
hereby elect payments in the following manner (check and complete one):
_____ a single lump-sum payment to be paid
on___________________________
_____ installment payments in ________ (insert number up to five)
annual installments, commencing (check one):
______ upon my retirement from the Board or
_________________ (specify date).
4. (To be completed only if installments are elected.) I hereby elect
that amounts payable to me in installments be debited to and deemed paid from
my Basic Account, my Stock Account and my Dividend Account (if any) (check
one):
_____ proportionately based on the balances in the Accounts.
<PAGE>
_____ first from my Stock Account until it is exhausted and then
from my remaining Accounts.
_____ first from my Basic Account until it is exhausted and then
from my remaining Accounts.
_____ Other (Specify):
________________________________________________
5. In the event of my death before I have received payment of all
deferred compensation payable to me, payments from the Plan are to be made to
(check one):
_____ my estate
_____ the following:
__________________________________________________ (I
understand that if I do not elect this option, the payments
from the Plan after my death will be paid to my estate.)
I hereby acknowledge that this election is subject to all the terms of
the Plan, as amended and restated from time to time.
_______________________________________
Signature of Director
Name:_________________________________
Date:_______________, 19__.
RECEIVED on the _____ day of _______________, 19__, on behalf of the
Corporation.
_______________________________________
Secretary
<PAGE>
EXHIBIT B
COCA-COLA ENTERPRISES INC.
WAIVER AND ELECTION WITH RESPECT TO
RETIREMENT BENEFITS
TO THE SECRETARY OF COCA-COLA ENTERPRISES INC. (the "Corporation"):
Pursuant to the resolutions adopted by the Board of Directors on
December 16, 1997, I hereby waive the right to receive future benefits under
the Retirement Plan for the Board of Directors of Coca-Cola Enterprises Inc.
(the "Retirement Plan"), which Plan was amended December 15, 1997 to cease the
accrual of benefits as of December 31, 1997. The benefits subject to this
waiver, if paid pursuant to the terms of the Retirement Plan, would constitute
monthly payments of $2,500, beginning at my retirement from the Board and
ending after I had received such payments for the number of months equal to my
months of service on the Board.
I hereby elect to defer an amount equal to the present value of my
Retirement Plan benefits, which has been actuarially determined to be
$___________, into my Stock Account under the Deferred Compensation Plan for
Nonemployee Director Compensation (As Amended and Restated Effective January
1, 1998) (the "Deferred Compensation Plan").
I understand that, pursuant to this election, (i) that my Stock Account
will be credited with ___________ shares of Coca-Cola Enterprises stock, the
number of shares could be purchased for $34.9063, which was the average of the
high and low trading prices for January 2, 1998, as reported on the New York
Stock Exchange Composite Transactions listing, and (ii) that any amount
representing a fractional share will be credited to my Basic Account. I also
understand this deferred compensation will be payable in accordance with the
terms of the Deferred Compensation Plan.
Further, I understand that this waiver and election are irrevocable and
subject to the terms of the Deferred Compensation Plan.
__________________ _________________________________
Date Director
RECEIVED on the ____ day of _______________, 1998, on behalf of the
Corporation.
_________________________________
Secretary
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Coca-Cola Enterprises Inc.
Deferred Compensation Plan for Nonemployee Director Compensation of
Coca-Cola Enterprises Inc. of our report dated January 21, 1997 (except for
the 1997 acquisition described in Note 2, as to which the date is
February 10, 1997 and except for the subsequent event described in Note
18, as to which the date is February 18, 1997), with respect to the
consolidated financial statements and schedule of Coca-Cola Enterprises
Inc. included and/or incorporated by reference in Coca-Cola Enterprises
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
February 25, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANCIS A. TARKENTON,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ FRANCIS A. TARKENTON
______________________________
Francis A. Tarkenton, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SUMMERFIELD K.
JOHNSTON, JR., Chairman, Chief Executive Officer and a Director of
Coca-Cola Enterprises Inc. (the "Company"), do hereby appoint John R.
Alm, Executive Vice President and Chief Financial Officer of the
Company, Lowry F. Kline, Executive Vice President and General Counsel of
the Company, and J. Guy Beatty, Jr., Secretary of the Company or any one
of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf registration statements on Form S-8 in
connection with the issuance of securities of the Company pursuant to
the terms of each of the following plans and agreements of the Company:
Deferred Compensation Plan for Nonemployee Director Compensation,
Coca-Cola Beverages Ltd. Employee Savings and Investment Plan, and
Reglement Du Plan D'Epargne De La Societe Coca Cola Beverages S.A., or
any amendment or supplement thereto, or causing such plans or agreements
or any such amendment or supplement to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ SUMMERFIELD K. JOHNSTON, JR.
______________________________________
Summerfield K. Johnston, Jr., Chairman,
Chief Executive Officer and Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH R. GLADDEN,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ JOSEPH R. GLADDEN, JR.
________________________________
Joseph R. Gladden, Jr., Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B. COLE, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ JOHNNETTA B. COLE
___________________________
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G. BUFFETT, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ HOWARD G. BUFFETT
___________________________
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN-CLAUDE KILLY, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ JOHN-CLAUDE KILLY
___________________________
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SCOTT L. PROBASCO,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ SCOTT L. PROBASCO, JR.
________________________________
Scott L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ JOHN E. JACOB
___________________________
John E. Jacob, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP HUMANN, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ L. PHILLIP HUMANN
---------------------------------
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ CLAUS M. HALLE
--------------------------------------
Claus M. Halle, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A. KELLER, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ ROBERT A. KELLER
___________________________
Robert A. Keller, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HENRY A. SCHIMBERG, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ HENRY A. SCHIMBERG
---------------------------------
Henry A. Schimberg, Director
Coca-Cola Enterprises Inc.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L. CLENDENIN, a
Director of Coca-Cola Enterprises Inc. (the "Company"), do hereby
appoint Summerfield K. Johnston, Jr., Chairman and Chief Executive
Officer of the Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company, Lowry F. Kline, Executive Vice
President and General Counsel of the Company, and J. Guy Beatty, Jr.,
Secretary of the Company or any one of them, my true and lawful attorney
for me and in my name for the purpose of executing on my behalf
registration statements on Form S-8 in connection with the issuance of
securities of the Company pursuant to the terms of each of the following
plans and agreements of the Company: Deferred Compensation Plan for
Nonemployee Director Compensation, Coca-Cola Beverages Ltd. Employee
Savings and Investment Plan, and Reglement Du Plan D'Epargne De La
Societe Coca Cola Beverages S.A., or any amendment or supplement
thereto, or causing such plans or agreements or any such amendment or
supplement to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day
of February, 1998.
S/ JOHN L. CLENDENIN
-------------------------------
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
