COCA COLA ENTERPRISES INC, PRE 14A, 2000-03-03

COCA COLA ENTERPRISES INC
PRE 14A, 2000-03-03
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 Inc. Logo)

NOTICE OF 2000 ANNUAL MEETING OF SHAREOWNERS

<TABLE>
<S> <C>
Time: 10:30 a.m. Friday, April 14, 2000
Place: Hotel du Pont, 11th and Market Streets, Wilmington, Delaware
Record Date: Holders of our common stock at the close of business on
February 25, 2000 are entitled to vote
Matters to be voted on:
- Election of four directors to serve until the 2003 annual
meeting of shareowners;
- Long-Term Incentive Plan (Effective January 1, 2000);
- Executive Management Incentive Plan (Effective January 1,
2000);
- Amendment of the certificate of incorporation to eliminate
preemptive rights;
- Appointment of Ernst & Young LLP as our independent
auditors for 2000;
- Shareowner proposal to create an independent nominating
committee; and
- Any other business properly before the meeting and any
adjournments of it.
</TABLE>

WE URGE YOU TO GRANT A PROXY.

Please sign, date and return the enclosed proxy card. If you are a shareowner of
record, you can grant a proxy over the telephone or internet by following the
instructions on the proxy card. If you decide to attend the meeting, you may
revoke your proxy and vote your shares in person.

This notice of meeting and accompanying proxy statement are
first being sent to our shareowners on or about March 14, 2000
<PAGE> 3

(COCA-COLA ENTERPRISES INC. LOGO)

PROXY STATEMENT
FOR ANNUAL MEETING OF
SHAREOWNERS
to be held 10:30 a.m. April 14, 2000
at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware

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

We are furnishing this proxy statement to our shareowners in connection
with our 2000 annual meeting of shareowners.

Our board of directors is soliciting your proxy to vote your shares of our
common stock at the annual meeting. These proxy materials have been prepared by
our management for the board. This proxy statement and the accompanying form of
proxy are first being sent to our shareowners on or about March 14, 2000.

The mailing address for our principal executive offices is Post Office Box
723040, Atlanta, Georgia 31139-0040.

GENERAL INFORMATION ABOUT VOTING

VOTING YOUR SHARES

You are entitled to vote your common stock at the annual meeting if our records
show that you held your shares as of the close of business on February 25, 2000,
the date our board has selected as the record date for this meeting. At that
time, a total of 419,192,039 shares of common stock were outstanding and
entitled to vote. Each share of common stock has one vote. The accompanying
proxy card shows the number of shares you are entitled to vote.

Shareowners at the annual meeting will consider the election of directors and
the other items listed on the preceding page. You can vote in favor of all
nominees for director or you can withhold your vote from some or all of the
nominees. For all other proposals, you may vote for or against, or you may
abstain from voting.

You can vote in person at the annual meeting, or you can grant a proxy by
signing, dating and returning the proxy card in the postage-paid envelope
provided. All of our shareowners of record also have the option of granting a
proxy by telephone or internet. Look at your proxy card or the information
forwarded by your bank, broker or other holder of record for instructions.
Telephone and internet proxy facilities will close at 8:00 a.m., Eastern
daylight time, on the morning of the annual meeting. You are a shareowner of
record if your stock is registered in your name.

Your shares will be voted as you instruct. The persons named as proxies on the
proxy card will vote as recommended by our board of directors on any matter for
which you have not given instructions. The board's recommendations appear on
page 3.

We are not aware of any other matters to be presented at the annual meeting
except for those described in this proxy statement. If any other matters
properly come before the annual meeting, your shares will be voted in the
discretion of the persons named as proxies on the proxy card.
<PAGE> 4

If the annual meeting is adjourned, your shares will be voted when the meeting
is reconvened as well, unless you have revoked your proxy.

REVOKING YOUR PROXY

Here is how you can revoke your proxy and change your votes any time before your
proxy is voted:

- Give written notice of revocation to our Secretary prior to the annual
meeting;

- Change your vote by granting a later-dated proxy. To do this, sign, date
and deliver a later-dated proxy card prior to the meeting or, prior to
8:00 a.m. on the morning of the annual meeting, you can grant a later
proxy by telephone or internet; or

- Come to the annual meeting and vote your shares in person.

QUORUMS AND VOTE COUNTING

The annual meeting requires a quorum, which for this meeting means that a
majority of the shares issued and outstanding at the record date are represented
at the meeting. If you grant a proxy or attend the meeting in person, your
shares will be counted to determine whether a quorum is present, even if you
abstain from voting on some or all matters introduced at the meeting. "Broker
nonvotes" also count for quorum purposes. If you hold your shares through a
broker, bank or other nominee, generally the nominee may vote the shares it
holds for you in accordance with your instructions. However, if the nominee has
not received your instructions within ten days of the meeting, the nominee may
vote in its discretion only on matters that the New York Stock Exchange
determines to be routine. If a nominee cannot vote on a particular matter
because it is not routine, there is a "broker nonvote" on that matter.

The four nominees for director who receive the highest vote totals will be
elected as directors. All other matters, except for amendment of the certificate
of incorporation, must be approved by a majority of the votes cast by the
holders of the common stock who are present or represented and entitled to vote
at the annual meeting. Under the certificate of incorporation, amendments
require the approval of two-thirds of the voting power of all outstanding
shares. Abstentions and broker nonvotes are counted as present and entitled to
vote, but they are not counted as votes for or against any proposal.

First Chicago Trust Company, a division of EquiServe, is our transfer agent and
will tabulate all proxies and votes for the annual meeting.

COSTS OF PROXY SOLICITATION

We are paying the costs of the proxy solicitation. These costs include charges
of brokers, banks, fiduciaries and custodians for forwarding proxy materials to
their principals and obtaining their proxies. Additionally, some of our
directors, officers or employees may solicit proxies by mail, telephone or
personal contact. None of these solicitors will receive any additional or
special compensation for doing this.

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<PAGE> 5

RECOMMENDATIONS OF THE BOARD OF DIRECTORS

FOR the election of the following persons to the board of directors to
serve until the 2003 annual meeting:

Howard G. Buffett
Johnnetta B. Cole
Jean-Claude Killy
Lowry F. Kline

FOR approval of our Long-Term Incentive Plan (Effective January 1, 2000);

FOR approval of our Executive Management Incentive Plan (Effective January
1, 2000);

FOR amendment of the certificate of incorporation to eliminate preemptive
rights;

FOR ratification of Ernst & Young LLP's appointment as independent
auditors of the Company for the 2000 fiscal year; and

AGAINST a shareowner proposal to create an independent nominating
committee.

PRINCIPAL SHAREOWNERS

The following table shows the number of shares of common stock
beneficially owned, as of February 25, 2000, by each person known to us as
having beneficial ownership of more than five percent of our common stock.

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME SHARES OWNED CLASS
<S> <C> <C>
The Coca-Cola Company....................................... 168,956,718 40.31%
One Coca-Cola Plaza
Atlanta, Georgia 30313
Summerfield K. Johnston, Jr................................. 33,685,594 7.95%
2500 Windy Ridge Parkway
Atlanta, Georgia 30339
</TABLE>

1. ELECTION OF DIRECTORS

NOMINEES

Our board of directors currently has thirteen members; about one-third of
the board is elected each year for a three-year term. Our bylaws disqualify
anyone who has reached the age of 70 from being nominated or renominated for
election as director.

The board has nominated Howard G. Buffett, Johnnetta B. Cole, Jean-Claude
Killy and Lowry F. Kline for terms expiring at our 2003 annual meeting of
shareowners.

Each of the nominees has consented to serve if elected. If, before the
annual meeting, any of them becomes unable to serve, or chooses not to serve,
the board may nominate a substitute. If that happens, the persons named as
proxies in the proxy card will vote for the substitute. Alternatively, the board
could choose either to let the vacancy stay unfilled until an appropriate
candidate is located, or to reduce the size of the board to eliminate the
unfilled seat.

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<PAGE> 6

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the election of Howard
G. Buffett, Johnnetta B. Cole, Jean-Claude Killy and Lowry F. Kline as directors
to hold office until the 2003 annual meeting of shareowners, and until their
respective successors are elected and qualified.

INFORMATION CONCERNING THE NOMINEES AND THE INCUMBENT DIRECTORS

The information below is given as of the date of this proxy statement.

NOMINEES FOR ELECTION
TO TERM EXPIRING 2003

Howard G. Buffett.................................. 45, has been Chairman of the Board of The GSI
(PHOTO OF HOWARD G. BUFFETT) Group, a manufacturer of agricultural equipment,
since June 1996 and President of Buffett Farms
since 1989. Mr. Buffett served as Chairman of the
Executive Committee and President, International
Operations, of The GSI Group from September 1995
to June 1996. Mr. Buffett was Corporate Vice
President and Assistant to the Chairman and a
director of Archer Daniels Midland Company, an
agricultural processor and merchandiser, from
1992 to 1995. He is a director of Berkshire
Hathaway Inc., an investment holding company and
Lindsay Manufacturing, a manufacturer of
agricultural irrigation equipment. He has been a
member of our board of directors since 1993.

Johnnetta B. Cole.................................. 63, has been Presidential Distinguished Professor
(PHOTO OF JOHNNETTA B. COLE) of Anthropology, Women's Studies and African
Studies at Emory University, Atlanta, since
August 1998, and is President Emerita of Spelman
College, Atlanta, Georgia. She was President of
Spelman College from 1987 to 1997. Dr. Cole is
also a director of Merck & Co., Inc., a
manufacturer of health maintenance and
restoration products. She has been a member of
our board of directors since 1990.
</TABLE>

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<PAGE> 7
<TABLE>
<S> <C>
Jean-Claude Killy.................................. 56, has been Chairman and Chief Executive Officer
(PHOTO OF JEAN-CLAUDE KILLY) of The Company of the Tour de France, an
organizer and promoter of sporting events, since
1994 and Chairman of the Board of Coca-Cola
Entreprise, our French bottler, since 1993. From
1992 until 1996, he served as Chairman of the
Board of Amaury Sport Organization, an organizer
of recreational, cultural, and sporting
activities. Mr. Killy is a director of Amaury
Sport Organization and The Philippe Amaury
Editions, S.A., a publisher, and serves as a
member of the International Olympic Committee. He
has been a member of our board of directors since
1997.

Lowry F. Kline..................................... 59, has been Executive Vice President and Chief
(PHOTO OF LOWRY F. KLINE)) Administrative Officer since April 1999. He was
Executive Vice President and General Counsel from
October 1997 until July 1999. He was Senior Vice
President and General Counsel from February 1996
to October 1997, and General Counsel of the
Company since 1991. He was a partner in the law
firm of Miller & Martin LLP, Chattanooga,
Tennessee, from 1970 until 1996.

INCUMBENT DIRECTORS
TERM EXPIRING 2002

John L. Clendenin.................................. 65, is Chairman Emeritus of BellSouth
(PHOTO OF JOHN L. CLENDENIN)) Corporation, a telecommunications holding
company, a director of Equifax Inc., a credit
information provider; Nabisco Group Holdings,
Inc. and Nabisco Holdings Corp., a manufacturer
of packaged foods; The Kroger Co., a retail
grocery chain; Wachovia Corp., a bank holding
company; Springs Industries, Inc., a producer of
finished fabrics, home furnishings, and
industrial fabrics; National Service Industries,
Inc., a producer of lighting equipment,
envelopes, and chemicals and provider of linen
services; The Home Depot, Inc., a retailer of
home improvement products; and Powerwave
Technologies, a manufacturer of radio amplifier
equipment. From 1984 through 1996, Mr. Clendenin
served as Chairman, President and Chief Executive
Officer of BellSouth Corporation, and served on
its board of directors until 1997, when he
retired as Chairman of the Board. He has been a
member of our board of directors since 1986.
</TABLE>

5
<PAGE> 8
<TABLE>
<S> <C>

Joseph R. Gladden, Jr.............................. 57, has been Executive Vice President and General
(PHOTO OF JOSEPH R. GLADDEN, JR.) Counsel of The Coca-Cola Company since January
2000; he had been Senior Vice President and
General Counsel since April 1991. He is a
director of Coca-Cola Amatil Ltd., a soft drink
bottler. He has been a member of our board of
directors and its Vice Chairman since 1997.

John E. Jacob...................................... 65, has been Executive Vice President of
(PHOTO OF JOHN E. JACOB) Anheuser-Busch Companies, Inc., a brewer, since
1994 and a director of that company since 1990.
He is a director of LTV Corporation, a
manufacturer of steel and energy products. He has
been a member of our board of directors since
1986.

Summerfield K. Johnston, Jr........................ 67, has served as chairman of the board of
(PHOTO OF SUMMERFIELD K. JOHNSTON, JR.) directors since October 1997 and our Chief
Executive Officer from December 1991 until April
1998 and from January 1, 2000 through the
present. He was vice chairman of the board from
December 1991 to October 1997. Mr. Johnston is a
director of SunTrust Banks, Inc., a bank holding
company. He has been a member of our board of
directors since 1991.

Robert A. Keller................................... 69, is retired. He was a director of The
(PHOTO OF ROBERT A. KELLER) Coca-Cola Bottling Company of New York, Inc.
until its acquisition by our Company in 1997. He
has been a member of our board of directors since
1986.
</TABLE>

6
<PAGE> 9
<TABLE>
<S> <C>
INCUMBENT DIRECTORS
TERMS EXPIRING 2001

James E. Chestnut.................................. 49, has been Executive Vice President, Operations
(PHOTO OF JAMES E. CHESTNUT) Support of The Coca-Cola Company since January
2000; prior to that, he was Senior Vice
President, Operations Support from November 1999
to January 2000 and Senior Vice President and
Chief Financial Officer from July 1994 to
November 1999. Mr. Chestnut serves as a director
of Coca-Cola FEMSA, S.A. de C.V. He has been a
member of our board of directors since 1999.

J. Trevor Eyton.................................... 65, has been Chairman, Group Advisory Board and a
(PHOTO OF J. TREVOR EYTON) director of EdperBrascan Corporation, a natural
resources, integrated power systems, real estate
development and management, banking and brokerage
services company, since 1998, prior to which Sen.
Eyton was Chairman and then Senior Chairman from
1990 to 1998. He has been a member of the Senate
of Canada since 1990. Sen. Eyton is also a
director of Barrick Gold Corporation, a gold
production company; Noranda Inc., a diversified
natural resources company--mining and metals,
forest products, oil and gas; Trilon Financial
Corporation, a management, finance, and insurance
company; M.A. Hanna Company, a specialty
chemicals company; and Imax Corporation, a
theater projection and sound system company. He
was a director of Coca-Cola Beverages Ltd. until
its acquisition by our company in 1997. He has
been a member of our board of directors since
1998.

L. Phillip Humann.................................. 54, has served as Chairman of the Board,
(PHOTO OF L. PHILLIP HUMANN) President and Chief Executive Officer of SunTrust
Banks, Inc., a bank holding company, since March
1998, and prior to that, served as President. He
is a director of SunTrust Banks, Inc.; Equifax
Inc., an information services company; and
Haverty Furniture Companies, Inc., a furniture
retailer. He has been a member of our board of
directors since 1992.
</TABLE>

7
<PAGE> 10
<TABLE>
<S> <C>

Scott L. Probasco, Jr.............................. 71, is an advisory director and Chairman of the
(PHOTO OF SCOTT L. PROBASCO JR.) Executive Committee of the Board of SunTrust
Bank, Chattanooga, N.A. He is also a director of
Chattem, Inc., a branded consumer products
company, and SunTrust Banks, Inc., a bank holding
company. He has been a member of our board of
directors since 1991.
</TABLE>

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The board of directors has the following standing committees. The members
of each committee who served in 1999 are identified in the right-hand column:

Executive Committee

Exercises powers of the board of directors between meetings, except for:
amending the certificate of incorporation or bylaws; or recommending to
shareowners a merger or sale of all or substantially all of the assets or
dissolution

Summerfield K. Johnston, Jr. (Chairman)
James E. Chestnut
Joseph R. Gladden, Jr.
L. Phillip Humann
Scott L. Probasco, Jr.
Henry A. Schimberg

The Executive Committee took action by written consent three times in 1999.

Audit Committee

Recommends to the board the engagement of auditors and reviews with auditors the
scope and results of audits, reviews adequacy and effectiveness of internal
controls, reviews quality and integrity of annual and interim external financial
reports, reviews professional services furnished by outside auditors, handles
other matters assigned by the board

L. Phillip Humann (Chairman)
John L. Clendenin
Johnnetta B. Cole
J. Trevor Eyton

The Audit Committee met four times in 1999.

Compensation Committee

Reviews and approves all salary arrangements, including annual and long-term
incentive awards and other remuneration, for officers; responsible for
administration of stock option and restricted stock plans, incentive plans, and
other compensation plans

John L. Clendenin (Chairman)
J. Trevor Eyton
Claus M. Halle
Robert A. Keller

The Compensation Committee met three times in 1999 and took one action by
written consent.
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Committee on Directors

Recommends to the board of directors candidates for election to the board and
reviews matters relating to potential director conflicts of interest and
directors' fees and retainers; also considers candidates for election to the
board submitted by shareowners

Claus M. Halle (Chairman)
Joseph R. Gladden, Jr.
John E. Jacob
Summerfield K. Johnston, Jr.
Jean-Claude Killy

The Committee on Directors met two times in 1999.

Public Issues Review Committee

Reviews our policies and practices relating to significant public issues of
concern to shareowners, the company generally, employees, communities served by
us, and the general public

Howard G. Buffett (Chairman)
Johnnetta B. Cole
Jean-Claude Killy
Scott L. Probasco, Jr.
Henry A. Schimberg

The Public Issues Review Committee met once in 1999.

Retirement Plan Review Committee

Reviews administration of all employee retirement plans and the financial
condition of all trusts and other funds established under these plans

John E. Jacob (Chairman)
Howard G. Buffett
James E. Chestnut
L. Phillip Humann

The Retirement Plan Review Committee met once in 1999.

Capital Projects Review Committee

Reviews and approves all proposed capital projects for property, plant and
equipment where the amount involved for a specific project is $1 million or
more; capital projects exceeding $10 million require approval of the board

James E. Chestnut
Joseph R. Gladden, Jr.
Summerfield K. Johnston, Jr.
Henry A. Schimberg

The Capital Projects Review Committee took ten actions by written consent in
1999.

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Affiliated Transaction Committee

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 20 percent or
greater equity or other ownership interest, and which transaction has an
aggregate value exceeding $10 million; considers whether any proposed
transaction described above should be approved by shareowners by a percentage
vote in excess of or in addition to any vote required by law

John L. Clendenin (Chairman)
J. Trevor Eyton
John E. Jacob

The Affiliated Transaction Committee did not meet in 1999.

In 1999, the board of directors held six meetings. Each director attended
at least 75 percent of the total of all meetings of the board and each committee
on which he or she served, except for Dr. Cole.

COMPENSATION OF DIRECTORS

Outside directors are paid a $35,000 annual retainer and meeting fees of
$1,000 for each board and committee meeting attended. If the outside director
chairs a board committee, he or she receives an additional $3,000 annual
retainer. An "outside director" is neither an officer nor an employee of the
company.

Our other directors are paid as follows:

- Outside director who is an employee of The Coca-Cola Company: annual
retainer as director, meeting fee for board meetings, but not committee
meetings.

- Chairman: annual retainer as director, meeting fee for board meetings,
but not committee meetings, annual retainer if committee chair.

We also reimburse all directors for reasonable expenses of attending a
meeting of the board or a committee.

Outside directors and the Chairman have one-third of all meeting fees and
$15,000 of the annual retainer paid into deferred compensation accounts, valued
as if they were invested in our common stock. Outside directors, but not the
Chairman, can make voluntary deferrals into these compensation accounts, as
well. The account of each outside director was also credited with shares of
phantom stock having a value of $16,000 on January 3, 2000.

On January 4, 1999, each outside director was granted an option to buy
4,250 shares of common stock. These options have the following exercise prices:
850 shares at $40.3218; 850 shares at $46.3700; 850 shares at $53.3255; 850
shares at $61.3243; and 850 shares at $70.5229. One-third of each tranche vests
on the first, second and third anniversaries of the grant date, and the options
remain exercisable until January 4, 2009. They will vest sooner upon the
director's death, disability or inability to be renominated because of the
mandatory retirement age. Once vested, the options will be exercisable at any
time until January 4, 2009, or for shorter periods following the director's
death, disability, resignation or inability to be renominated because of the
mandatory retirement age. On December 14, 1999, each outside director was
granted an option to purchase 6,600 shares of common stock. These

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<PAGE> 13

options have the following exercise prices: 1,320 shares at $18.0938; 1,320
shares at $20.8079; 1,320 shares at $23.9291; 1,320 shares at $27.5187; and
1,320 shares at $31.6462. One-fourth of each tranche vests on the first, second,
third and fourth anniversaries of the grant date. These grants are exercisable
until December 14, 2009, subject to generally the same conditions as the January
1999 grants. The December grants were for 2000 compensation, and no grants were
given to the directors in January 2000.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

The following table shows the number of shares of our common stock and of
the common stock of The Coca-Cola Company beneficially owned, as of February 25,
2000, unless otherwise indicated, by:

- each director;

- each nominee for director;

- each executive officer named in the Summary Compensation Table on page
17; and

- the directors and executive officers as a group.

Each person has sole investment and voting power for the shares shown,
unless otherwise indicated in the footnotes.

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
-----------------------------------------------------
OUR COMMON STOCK COCA-COLA STOCK
------------------------- -------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
NAME SHARES OWNED OF CLASS SHARES OWNED OF CLASS
- ---- ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Howard G. Buffett(1)(2)..................... 34,869 * 26,786 *
James E. Chestnut(3)........................ 3,247 * 469,869 *
John L. Clendenin(2)(4)..................... 42,426 * 0 *
Johnnetta B. Cole(5)(6)..................... 35,081 * 500 *
J. Trevor Eyton(7).......................... 5,705 * 0 *
Joseph R. Gladden, Jr.(8)(9)................ 8,219 * 797,092 *
Claus M. Halle(2)(10)....................... 62,225 * 1,652,180 *
L. Phillip Humann(5)(11).................... 31,919 * 40 *
John E. Jacob(2)(12)........................ 44,918 * 0 *
Summerfield K. Johnston, Jr.(13)............ 33,685,594 7.95% 90,400 *
Robert A. Keller(2)(14)..................... 26,837 * 403,535 *
Jean-Claude Killy(8)(15).................... 16,295 * 5,000 *
Scott L. Probasco, Jr.(2)(16)............... 1,610,550 * 5,000 *
Henry A. Schimberg(17)...................... 6,120,671 1.45% 45,044 *
John R. Alm(18)............................. 2,135,972 * 0 *
Lowry F. Kline(19).......................... 761,214 * 0 *
Norman P. Findley(20)....................... 649,198 * 19,576 *
All directors and executive officers as a
group (30 persons), including those
directors and nominees named above(21).... 51,036,370 11.89% 3,593,427 *
</TABLE>

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

*Less than one percent

(1) Includes 15,000 shares of our common stock owned jointly with his wife,
60 shares held by his minor children, and his stock account balance in our
directors' deferred compensation plan, that will be paid in 8,064 shares of our
common stock upon distribution from the plan.

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<PAGE> 14

Includes 26,696 shares of Coca-Cola stock owned jointly with his wife and 90
shares held by his minor children.

(2) With respect to Messrs. Buffett, Clendenin, Halle, Jacob, Keller, and
Probasco, beneficial ownership as reported in the table includes 11,745 shares
of our common stock that may be acquired upon the exercise of outstanding stock
options.

(3) Includes his stock account balance in the directors' deferred
compensation plan that will be paid in 2,247 shares of our common stock upon
distribution from the plan. Includes 3,300 shares of Coca-Cola stock owned by
his wife, 1,980 shares of Coca-Cola stock owned by his children, 147,500
restricted shares of Coca-Cola stock, 283,522 shares of Coca-Cola stock that may
be acquired upon the exercise of outstanding stock options, and 3,078 shares of
Coca-Cola stock held in trust through The Coca-Cola Company Thrift and
Investment Plan as of December 31, 1999.

(4) Includes his stock account balance in the directors' deferred
compensation plan that will be paid in 22,681 shares of our common stock upon
distribution from the plan.

(5) With respect to Dr. Cole and Mr. Humann, beneficial ownership as
reported in the table includes 16,245 shares of our common stock that may be
acquired upon the exercise of outstanding stock options.

(6) Includes her stock account balance in the directors' deferred
compensation plan that will be paid in 18,611 shares of our common stock upon
distribution from the plan. Includes 500 shares of Coca-Cola stock owned jointly
with her husband.

(7) Includes 1,500 shares held indirectly, 1,415 shares of our common stock
that may be acquired upon the exercise of outstanding stock options, and his
stock account balance in the directors' deferred compensation plan that will be
paid in 2,790 shares of our common stock upon distribution from the plan.

(8) With respect to Messrs. Gladden and Killy, beneficial ownership as
reported in the table includes 4,245 shares of our common stock that may be
acquired upon the exercise of outstanding stock options.

(9) Includes his stock account balance in the directors' deferred
compensation plan that will be paid in 2,974 shares of our common stock upon
distribution from the plan. Includes 320,000 restricted shares of Coca-Cola
stock, 38 shares of Coca-Cola stock held in trust through The Coca-Cola Company
Thrift and Investment Plan as of December 31, 1999, 182,250 shares of Coca-Cola
stock that may be acquired upon the exercise of outstanding stock options, and
295 shares of Coca-Cola stock owned by his daughter.

(10) Includes 30,000 shares of our common stock held in a trust of which he
is co-trustee and beneficiary, 3,712 shares of our common stock held in a
revocable trust, and his stock account balance in the directors' deferred
compensation plan that will be paid in 16,768 shares of our common stock upon
distribution from the plan. Includes 36,880 shares of Coca-Cola stock owned by
his wife and as to which he has disclaimed beneficial ownership, 97,000 shares
of Coca-Cola stock owned by a foundation of which he is a co-trustee, and 55,180
shares of Coca-Cola stock held in a charitable trust of which he is a donor.

(11) Includes 4,091 shares of our common stock held in our dividend
reinvestment plan and his stock account balance in the directors' deferred
compensation plan that will be paid in 9,583 shares of our common stock upon
distribution from the plan. Includes 40 shares of Coca-Cola stock held in trust
for his son.

(12) Includes his stock account balance in the directors' deferred
compensation plan that will be paid in 33,173 shares of our common stock upon
distribution from the plan.

(13) Includes 14,904 shares of our common stock owned by his wife, 1,572,338
shares of our common stock held in trusts for his daughter, 1,599,824 shares of
our common stock held in a trust for his son of which he is a co-trustee, and
3,943,968 shares of our common stock
12
<PAGE> 15

held in a trust of which he is a co-trustee. Also includes options to acquire
4,680,600 shares of our common stock that are exercisable or will be exercisable
within sixty days from the date of this table, his balance in the directors'
deferred compensation plan that will be paid in 1,229 shares of our common stock
upon distribution from the plan, 13,321 shares of our common stock held in our
Matched Employee Savings and Investment Plan, and 81,162 shares of our common
stock held pursuant to our Supplemental Matched Employee Savings and Investment
Plan, each plan as of December 31, 1999. Includes 88,000 shares of Coca-Cola
stock held by two trusts of which he is a co-trustee, 960 shares of Coca-Cola
Stock held in a trust for his daughter, and 1,440 shares of Coca-Cola stock held
in a trust, of which he is a co-trustee, for his son.

(14) Includes 309 shares of our common stock owned by his wife, as to which
he has disclaimed beneficial ownership, and his stock account balance in the
directors' deferred compensation plan that will be paid in 859 shares of our
common stock upon distribution from the plan. Includes 12,580 shares of
Coca-Cola stock owned by his wife and 90,893 shares of Coca-Cola stock held in
trusts of which his wife is a trustee, as to all of which he has disclaimed
beneficial ownership, and 4,906 shares of Coca-Cola stock held in a family
foundation.

(15) Includes his stock account balance in the directors' deferred
compensation plan that will be paid in 6,050 shares of our common stock upon
distribution from the plan.

(16) Includes 7,500 shares of our common stock held in trust for his wife,
of which he has disclaimed beneficial ownership, 1,579,473 shares of our common
stock held in a trust of which he is trustee, and his stock account balance in
the directors' deferred compensation plan that will be paid in 11,732 shares of
our common stock upon distribution from the plan.

(17) Includes 4,650 shares of our common stock owned by his wife, 1,165,047
shares of our common stock held pursuant to his deferred compensation agreement,
options to acquire 1,896,900 shares of our common stock that are exercisable or
will be exercisable within sixty days from the date of this table, and 1,275,000
restricted shares of our common stock that are subject to forfeiture. Includes
6,378 shares of our common stock and 40,762 shares of Coca-Cola stock held in
trust through the Matched Employee Savings and Investment Plan, and 44,596
shares of our common stock and 4,282 shares of Coca-Cola stock held pursuant to
the Supplemental Matched Employee Savings and Investment Plan, all as of
December 31, 1999.

(18) Includes 10,775 shares of our common stock owned by his wife, 354
shares of our common stock owned by his children, as to which he has disclaimed
beneficial ownership, 450 shares held in a family foundation of which he is a
trustee, 598,038 shares of our common stock held pursuant to his deferred
compensation agreement, options to acquire 346,330 shares of our common stock
that are exercisable or will be exercisable within sixty days from the date of
this table, 600,000 restricted shares of our common stock that are subject to
forfeiture, 57,028 shares of our common stock held in trust through the Matched
Employee Savings and Investment Plan, and 38,951 shares of our common stock held
pursuant to the Supplemental Matched Employee Savings and Investment Plan, both
plans as of December 31, 1999.

(19) Includes options to acquire 194,030 shares of our common stock which
are exercisable or will be exercisable within sixty days from the date of this
table, 420,000 restricted shares of our common stock that are subject to
forfeiture, 1,307 shares of our common stock held in trust through the Matched
Employee Savings and Investment Plan, and 2,152 shares of our common stock held
pursuant to the Supplemental Matched Employee Savings and Investment Plan, both
plans as of December 31, 1999.

(20) Includes options to acquire 298,730 shares of our common stock that are
exercisable or will be exercisable within sixty days from the date of this
table, 255,000 restricted shares

13
<PAGE> 16

of our common stock that are subject to forfeiture, 5,351 shares of our common
stock held in trust through the Matched Employee Savings and Investment Plan,
1,017 shares of our common stock held pursuant to the Supplemental Matched
Employee Savings and Investment Plan, both plans as of December 31, 1999, and
19,576 shares of Coca-Cola stock held in trust through The Coca-Cola Company
Thrift and Investment Plan as of December 31, 1999.

(21) Includes options to acquire 9,924,355 shares of our common stock that
are exercisable or will be exercisable within sixty days from the date of this
table, 3,180,000 restricted shares of our common stock that are subject to
forfeiture and includes 467,500 shares of Coca-Cola stock that are subject to
transfer restrictions, and options to acquire 465,772 shares of Coca-Cola stock
that are exercisable or will be exercisable within sixty days from the date of
this table.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers, and beneficial owners of 10% or more
of our common stock, must file reports with the Securities and Exchange
Commission showing the number of shares of our common stock they beneficially
own and any changes in their beneficial ownership. Copies of these reports must
be provided to us. Based on our review of these reports and the written
representations of our directors and executive officers, we believe that all
required reports were filed in 1999, and, other than disclosed in prior proxy
statements, in preceding years.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee establishes and reviews the salaries and other
compensation paid to our executive officers. This report summarizes the
compensation of our executive officers for 1999.

COMPENSATION PHILOSOPHY.

The Committee has established compensation programs for executive officers that
are intended to reward superior leaders within a highly competitive business. A
high percentage of the compensation of executive officers is conditioned upon
increases in both cash operating profit and the price of the common stock. Four
types of pay make up an executive officer's compensation:

- an annual base salary

- an annual performance-based bonus

- a long-term performance-based bonus

- periodic grants of performance-based stock options.

The bonuses and stock option grants create a compensation program that has
potential for both high risk and high reward. For 1999, the Committee approved a
total compensation program for executive officers that would fall near the 80th
percentile of the total compensation paid to similar positions at other Fortune
125 industrial companies and other consumer goods companies if the performance
goals of the bonus programs were met.

The Committee's independent compensation consultants report that the performance
goals of the bonus plans and stock option grants continue to rank among the most
difficult when compared to compensation programs at other Fortune 125 industrial
companies.

ANNUAL BASE SALARY.

For 1999, the Committee set each executive officer's targeted base salary within
the 50th to 75th percentile range of the base salaries paid to a similar
position at other Fortune

14
<PAGE> 17

125 industrial companies and other consumer goods companies. The Committee also
considered the company's financial performance in 1998, changes in the duties
and responsibilities of each executive officer and the individual's performance
during the prior year. Senior human resources executives, the chief executive
officer and our independent compensation consultants assist the Committee with
decisions regarding the executive officers' base salaries. Mr. Schimberg, the
chief executive officer at the time the Committee approved executive officers'
compensation for 1999, did not participate in discussions regarding his own
compensation.

ANNUAL PERFORMANCE-BASED BONUS.

Growth in cash operating profit was used to measure the company's performance
for purposes of rewarding the performance of its executive officers. For 1999,
the Committee continued the annual incentive bonus program that conditions the
payment of an executive officer's bonus on specific increases in our cash
operating profit. Based on recommendations from management, the Committee
established the cash operating profit performance goals for each of our business
units and the award levels of the executives. The Committee also established
award levels ranging from 8% to 115% of the executives' salaries.

Under the 1999 annual bonus plan, an executive officer could receive 100% of the
bonus that was earned if the relevant business unit reached its budgeted cash
operating profit goal. An executive officer could also receive a lower
percentage of the bonus if the budgeted cash operating profit was not attained
but a specific minimum goal was reached. The executive could also earn a larger
bonus if the budgeted cash operating profit goal was exceeded.

Under the 1999 annual bonus plan, executive officers with corporate-wide and
European Group responsibilities could have received bonuses ranging from 28.8%
to 46.8% of their base salaries. However, because of the Belgian product recall
in the summer of 1999, the Committee did not approve annual bonuses for
executive officers with corporate-wide or European Group responsibilities. Other
executive officers reached cash operating profit goals for their business units
of between 81% and 103% and received bonuses ranging from 0% to 76.3% of their
base salaries. These bonuses were paid in the first quarter of 2000.

LONG-TERM PERFORMANCE-BASED BONUS.

The Committee approved a cash bonus plan for the three-year performance period
of 1999 through 2001. The Committee established specific goals for increases in
our cash operating profit over this three-year period. The Committee also
established bonus levels ranging from 10% to 160% of executives' salaries. No
bonuses are payable under the 1999-2001 long-term bonus plan until 2002 unless
the executive officer terminates employment because of death or disability.

In the first quarter of 2000, executives received long-term performance bonuses
based on the company's achieving a budgeted cash operating profit and a 0.2%
average annual increase in the cash operating profit over the amount budgeted
for the performance period of 1997 through 1999. These bonuses ranged from 42.7%
to 85.3% of the executive officers' base salaries.

GRANTS OF PERFORMANCE-BASED STOCK OPTIONS.

The Committee believes that it is important for a significant part of the
compensation of each executive officer to be tied to ownership of common stock
so that each executive's interest in the growth and performance of the company
is closely aligned with the interests of our shareowners. The Committee has
established stock ownership guidelines for the company's executive officers,
requiring each executive to own common stock with a value equal to a multiple of
his or her salary. The multiples range from two to seven times the executive's
base salary. An executive officer must satisfy the guidelines

15
<PAGE> 18

within a specific time period to qualify for future grants of stock options.

In January 1999 the Committee granted 6,238,553 stock options. Of these, 846,000
options were granted to executive officers. Reflecting aggressive performance
goals, the Committee designed the options granted to executives so that the
market price of the common stock must increase substantially before the
individual realizes compensation upon exercise of the options. Specifically,
each grant to an executive is divided into five equal subgrants. Each subgrant
carries a 15% higher exercise price than the prior subgrant, intended to reflect
a 15% increase in the market price of the common stock, measured from the grant
date price of $35.0625. One-third of each subgrant becomes exercisable on the
first, second and third anniversaries of the grant date.

The Committee made additional grants of stock options in December 1999, but
these grants were for 2000 compensation. The December 1999 grants are included
in the first two executive compensation tables following this report.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER.

The Committee established the following compensation guidelines for 1999 for our
chief executive officer:

- Base salary and cash incentive compensation should reflect the
responsibilities of that officer and be competitive with the compensation
of executives in similar businesses who have comparable experience and
qualifications. For 1999, the Committee approved a 5.7% increase in Mr.
Schimberg's annual base salary.

- Cash, annual and long-term bonuses should be tied to the company's growth
of cash operating profit. Under the 1999 annual bonus plan, the maximum
bonus payable to the chief executive officer could have been 115% of his
base salary. However, because the Committee did not approve an annual
bonus for any executive officer with corporate-wide or European Group
responsibilities, Mr. Schimberg received no annual bonus. In the first
quarter of 2000, he received a long-term performance-based bonus of
$942,565, based on the company's having achieved budgeted cash operating
profit and a 0.2% average annual increase in cash operating profit over
the amount budgeted for the 1997-1999 measurement period.

- Significant stock ownership by senior officers is important to the growth
in shareowner value. However, the Committee did not grant stock options
to Mr. Schimberg in 1999 because he had received a multiple-year grant in
1998.

SECTION 162(M) OF THE INTERNAL REVENUE CODE.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction
to public corporations for compensation over $1,000,000 paid for any fiscal year
to the corporation's chief executive officer and the four other most highly
compensated executive officers. However, compensation that is
"performance-based" is exempt from this limit on deductibility if it satisfies
certain requirements of Section 162(m). Therefore, the Committee has designed
the annual cash bonus program, the long-term cash bonus program and the stock
option grants to qualify as performance-based compensation under Section 162(m).

16
<PAGE> 19

For 2000, the Committee approved, and the board has adopted, the Executive
Management Incentive Plan (Effective January 1, 2000) and the Long-Term
Incentive Plan (Effective January 1, 2000), subject to the approval of our
shareowners at the annual meeting. The Committee intends for the compensation
paid to officers covered by Section 162(m) to satisfy the
requirements of performance-based compensation. The company will not make any
awards under the plans, therefore, unless the shareowners approve them.

John L. Clendenin, Chairman
J. Trevor Eyton
Claus M. Halle
Robert A. Keller

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- -----------------------------------
AWARDS PAYOUTS
OTHER ----------------------- ---------
ANNUAL RESTRICTED SECURITIES
COMPEN- STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS SATION AWARDS OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL OCCUPATION(1) YEAR ($) ($) ($)(2) ($)(3) SARS(#)(4) ($) ($)(5)
- ----------------------- ---- --------- ------- ------- ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry A. Schimberg.............. 1999 1,281,677 0 333,828 0 0 1,273,608 17,384
President and Chief 1998 1,053,846 770,500 139,947 0 600,000 1,179,869 17,228
Executive Officer 1997 950,000 788,500 92,865 0 0 421,013 52,495
Summerfield K. Johnston, Jr..... 1999 717,020 0 133,720 0 888,343 1,145,608 40,659
Chairman of the Board 1998 843,017 435,500 205,021 0 0 1,321,539 47,228
1997 1,055,670 871,517 167,739 0 0 474,924 71,570
John R. Alm..................... 1999 525,000 0 81,541 0 683,406 428,800 33,967
Chief Operating Officer 1998 500,000 284,500 88,445 0 0 405,416 30,472
1997 430,000 310,030 65,511 0 0 144,561 27,888
Lowry F. Kline.................. 1999 441,334 0 885(6) 0 250,725 297,600 13,550
Executive Vice President and 1998 400,000 227,600 2,935(6) 0 0 262,632 12,394
Chief Administrative Officer 1997 280,000 201,880 0(7) 0 0 98,125 6,711
Norman P. Findley............... 1999 350,000 0 1,120(6) 0 240,000 304,000 36,842
Executive Vice President 1998 330,000 203,940 930(6) 0 0 236,375 16,809
Marketing 1997 310,000 294,500 0(7) 0 0 80,332 21,477
</TABLE>

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

(1) The officer group, referred to as the named executive officers, is
composed of Mr. Schimberg, who served as chief executive officer until December
30, 1999, together with the four most highly compensated executive officers,
determined as of December 31, 1999, and indicating their position as of that
date.

(2) "Other Annual Compensation" in 1999 includes the following reportable
perquisites and other personal benefits, securities, or property: for Mr.
Schimberg, $83,683 for nonbusiness use of company aircraft; and $49,880 for
financial and legal services; for Mr. Johnston, $88,854 for nonbusiness use of
company aircraft; for Mr. Alm, $53,650 for nonbusiness use of company aircraft.

(3) At December 31, 1999, the named executives owned the following
restricted shares of common stock, having the value indicated, based on the
stock's closing price of $20.2188 on that date: Mr. Schimberg, 1,275,000 shares,
$25,778,970; Mr. Alm, 600,000 shares, $12,131,280; Mr. Kline, 420,000 shares,
$8,491,896; and Mr. Findley, 255,000 shares, $5,155,794.

(4) Includes the following numbers of options granted in December 1999 as
part of 2000 compensation: Mr. Johnston (888,343); Mr. Alm (600,000); Mr. Kline
(170,000); and Mr. Findley (170,000).

17
<PAGE> 20

(5) "All Other Compensation" in 1999 includes: for Mr. Schimberg, $5,000
paid to a defined contribution retirement plan, $12,384 in income imputed for
term life insurance; for Mr. Johnston, $28,275 paid to a defined contribution
retirement plan, $12,384 in income imputed for term life insurance; for Mr. Alm,
$28,495 paid to defined contribution retirement plan, $5,472 in income imputed
for term life insurance; for Mr. Kline, $5,000 paid to a defined contribution
retirement plan, $8,550 in income imputed for term life insurance; and for Mr.
Findley, $28,292 paid to a defined contribution retirement plan, and $8,550 in
income imputed for term life insurance.

(6) Perquisites and other personal benefits, securities, or property for
this named executive officer during the fiscal year did not exceed the lesser of
$50,000 or 10% of salary and bonus.

(7) Perquisites and other personal benefits, securities, or property for
this named executive officer during the fiscal year did not exceed the lesser of
$50,000 or 10% of salary and bonus, and there were no other items of "Other
Annual Compensation."

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Mr. Johnston......... 888,343(2) 4.0% 177,668 at $18.0938 12/14/2009 $5,651,633
177,668 at $20.8079 12/14/2009
177,668 at $23.9291 12/14/2009
177,668 at $27.5184 12/14/2009
177,671 at $31.6462 12/14/2009

Mr. Alm.............. 683,406(2)(3) 3.0% 13,406 at $35.0635 01/04/2009 $4,650,412
14,000 at $40.3218 01/04/2009
14,000 at $46.3700 01/04/2009
14,000 at $53.3255 01/04/2009
14,000 at $61.3243 01/04/2009
14,000 at $70.5229 01/04/2009
120,000 at $18.0938 12/14/2009
120,000 at $20.8079 12/14/2009
120,000 at $23.9291 12/14/2009
120,000 at $27.5184 12/14/2009
120,000 at $31.6462 12/14/2009

Mr. Kline............ 250,725(2)(4) 1.1% 10,725 at $35.0635 01/04/2009 $1,877,165
14,000 at $40.3218 01/04/2009
14,000 at $46.3700 01/04/2009
14,000 at $53.3255 01/04/2009
14,000 at $61.3243 01/04/2009
14,000 at $70.5229 01/04/2009
34,000 at $18.0938 12/14/2009
34,000 at $20.8079 12/14/2009
34,000 at $23.9291 12/14/2009
34,000 at $27.5184 12/14/2009
34,000 at $31.6462 12/14/2009
</TABLE>

18
<PAGE> 21

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
% OF TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO GRANT DATE
UNDERLYING EMPLOYEES EXERCISE OR PRESENT
OPTIONS IN FISCAL BASE/PRICE EXPIRATION VALUE
NAME GRANTED YEAR ($/SH) DATE ($)(1)
- ---- --------------- -------------- ------------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Findley.......... 240,000(2) 1.1% 14,000 at $40.3218 01/04/2009 $1,726,800
14,000 at $46.3700 01/04/2009
14,000 at $53.3255 01/04/2009
14,000 at $61.3243 01/04/2009
14,000 at $70.5229 01/04/2009
34,000 at $18.0938 12/14/2009
34,000 at $20.8079 12/14/2009
34,000 at $23.9291 12/14/2009
34,000 at $27.5184 12/14/2009
34,000 at $31.6462 12/14/2009
</TABLE>

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

(1) 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, the 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 the executive will
be at or near the value estimated by the Black-Scholes model. The principal
assumptions incorporated into the valuation model by the company are as follows:
(i) dividend yield of .4%; (ii) expected volatility of 33.7% for the grants made
January 4, 1999 and 35.6% for the grants made December 14, 1999; (iii) risk-free
interest rate of 4.777% for the grants made January 4, 1999 and 6.34% for the
grants made December 14, 1999; (iv) expected life of six years. No assumptions
were made regarding nontransferability or risk of forfeiture. The assumptions
chosen materially impact the resulting valuations.

(2) Options expiring December 2009 are part of 2000 compensation package.

(3) 13,406 options expiring January 2009 were elected by the officer in
December 1998 in lieu of a portion of annual bonus for 1999.

(4) 10,725 options expiring January 2009 were elected by the officer in
December 1998 in lieu of a portion of annual bonus for 1999.

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

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AND SARS AT FISCAL OPTIONS/SARS AT
NUMBER YEAR-END(#) FISCAL YEAR-END($)
OF SHARES VALUE -------------------- --------------------
ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE ($) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- --------- -------------------- --------------------
<S> <C> <C> <C> <C>
Mr. Schimberg............ 0 0 1,896,900/600,000 28,670,729/ 0
Mr. Johnston............. 0 0 4,680,600/ 888,343 60,158,218/377,545
Mr. Alm.................. 211,000 4,852,406 323,000/683,406 4,762,448/255,000
Mr. Kline................ 51,000 1,346,375 170,700/ 250,725 2,558,057/ 72,250
Mr. Findley.............. 0 0 365,400/ 240,000 5,426,691/ 72,250
</TABLE>

19
<PAGE> 22

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS(1)
--------------------------------
PERFORMANCE OR OTHER PERIOD THRESHOLD TARGET MAXIMUM
NAME UNTIL MATURATION OR PAYOUT ($)(4) ($)(4) ($)(4)
- ---- --------------------------- ----------- -------- ---------
<S> <C> <C> <C> <C>
Mr. Schimberg(2)...................... 3-year period ending 18% of 36% of 71% of
December 31, 2001 salary salary salary
Mr. Johnston.......................... 3-year period ending 40% of 80% of 160% of
December 31, 2001 salary salary salary
Mr. Alm(3)............................ 3-year period ending 38% of 75% of 150% of
December 31, 2001 salary salary salary
Mr. Kline............................. 3-year period ending 30% of 60% of 120% of
December 31, 2001 salary salary salary
Mr. Findley........................... 3-year period ending 30% of 60% of 120% of
December 31, 2001 salary salary salary
</TABLE>

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

(1) Under the 1999-2001 plan, payouts are based upon the average 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 on the percentage of the average
annual increase in the company's cash operating profit over the relevant
three-year period. Any payout earned under the plans would be made either (i) in
the first year following the end of the relevant three-year period, or (ii) in
the year following a participant's death or disability. The plan provides that
awards may be prorated when, during a performance period, a participant retires,
dies, becomes disabled or leaves the company for immediate employment at The
Coca-Cola Company or certain of its related companies.

(2) Mr. Schimberg's percentages are adjusted to reflect that his
participation in the plan will terminate upon his retirement on April 17, 2000.

(3) Mr. Alm's percentages are adjusted to reflect that, until his election
as chief operating officer effective October 19, 1999, his payout percentages
were 30%-60%-120%.

(4) "Salary" is the average of the annual base salaries over the relevant
three-year period, as reported in the Summary Compensation Table.

PENSION PLANS

The company has a noncontributory, qualified defined benefit pension plan
that provides retirement benefits for substantially all employees, other than
employees covered by a collective bargaining agreement. Benefits are based upon
the highest average annual compensation during any three of the last ten
consecutive calendar years and years of credited service.

The company also maintains two unfunded, nonqualified defined benefit
pension plans, providing retirement benefits in excess of those provided by the
qualified plan. The combined benefit provided by the qualified and nonqualified
plans is limited to 300% of the maximum annual benefit allowed under Section 415
of the Internal Revenue Code. The maximum benefit for 1999 at age 65 was
$390,000.

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

20
<PAGE> 23

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35 40 45
- ------------ -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 750,000 $ 51,645 $103,290 $154,935 $206,580 $258,225 $309,870 $361,515 $390,000 $390,000
800,000 55,145 110,290 165,435 220,580 275,725 330,870 386,015 390,000 390,000
900,000 62,145 124,290 186,435 248,580 310,725 372,870 390,000 390,000 390,000
1,000,000 69,145 138,290 207,435 276,580 345,725 390,000 390,000 390,000 390,000
1,250,000 86,645 173,290 259,935 346,580 390,000 390,000 390,000 390,000 390,000
1,500,000 104,145 208,290 312,435 390,000 390,000 390,000 390,000 390,000 390,000
1,750,000 121,645 243,290 364,935 390,000 390,000 390,000 390,000 390,000 390,000
2,000,000 139,145 278,290 390,000 390,000 390,000 390,000 390,000 390,000 390,000
2,250,000 156,645 313,290 390,000 390,000 390,000 390,000 390,000 390,000 390,000
2,500,000 174,145 348,290 390,000 390,000 390,000 390,000 390,000 390,000 390,000
2,750,000 191,645 383,290 390,000 390,000 390,000 390,000 390,000 390,000 390,000
3,000,000 209,145 390,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000
3,250,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000
3,500,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000
</TABLE>

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

Covered compensation for 1999 includes salary and bonuses (annual and
long-term) earned, but excludes Other Annual Compensation, Restricted Stock
Awards, and All Other Compensation described in the Summary Compensation Table.

Covered compensation for 1999 as well as years of credited service at the
end of the fiscal year for the executive officers is summarized below:

<TABLE>
<CAPTION>
CREDITED
OFFICER COMPENSATION SERVICE
- ------- ------------ --------
<S> <C> <C>
Mr. Schimberg............................................... $3,325,766 17 Years
Mr. Johnston................................................ $2,220,241 45 Years
Mr. Alm..................................................... $1,189,133 22 Years
Mr. Kline................................................... $ 966,533 8 Years
Mr. Findley................................................. $ 764,124 11 Years
</TABLE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

Mr. Johnston has an employment agreement with the company dated April 17, 1998,
providing that he will remain an employee of the company until such time as
determined by the board of directors, when he will then become a consultant to
the company for a term ending January 1, 2003. While he is an employee, his base
salary will be determined by the Compensation Committee, and he will continue to
participate in employee and fringe benefit plans. Once he becomes a consultant,
the agreement sets the compensation at $50,000 per month. Mr. Johnston has
agreed to remain on the board until the end of the consulting period, subject to
election by our shareowners. He is also bound by a noncompetition agreement,
which extends for two years beyond the end of his consulting period.

Under Mr. Schimberg's employment agreement with the company dated April 17,
1998, he was to have served as president and chief executive officer until April
17, 2000, at which time he would become a consultant to the company and to The
Coca-Cola Company. Mr. Schimberg chose to resign as president and chief
executive officer effective December 30, 1999 to accelerate the transition to a
new management team. At its December 1999 meeting, the Compensation Committee
agreed (1) to continue Mr. Schimberg's

21
<PAGE> 24

salary and benefits and to allow his prorated participation in the annual and
long-term bonus programs through April 17, 2000; (2) to pay Mr. Schimberg
$50,000 (grossed up for tax effect) to compensate him for the early closing of
his Atlanta residence; (3) to allow him as many as 25 hours per year personal
use of company aircraft and the right to have an additional 25 hours per year
personal use, subject to availability and to Mr. Schimberg's reimbursing the
company for its cost of the additional hours; and (4) to grant him an
interest-free loan from the company to cover withholding tax incurred upon the
vesting of his restricted stock. The loan would be repayable no later than April
2, 2001, and earlier upon his sale of one-third or more shares, or upon the
price of the company's stock reaching $35 per share. Under the April 1998
agreement, Mr. Schimberg will be paid $400,000 annually upon his becoming a
consultant. At the time of signing the agreement Mr. Schimberg received a grant
of options to purchase 600,000 shares of the common stock. The options are
divided into five subgrants, each with an exercise price reflecting an
approximate 15% growth in the price of our stock, which was approximately $39.84
per share at the time of grant. One-half of each subgrant vests on April 1,
2000, and the remainder of each subgrant vests in equal amounts annually over
the subsequent three-year consultation period. Mr. Schimberg will be bound by a
noncompetition agreement, which extends for two years beyond the end of his
consulting period.

In accordance with Mr. Schimberg's Restated Compensation Agreement with Johnston
Coca-Cola Bottling Group, Inc. dated December 16, 1991, as amended, a lump-sum
payment in stock and cash of the balance of his account will be paid to him as
soon as practical after April 17, 2000. This account had a balance at December
31, 1999 of $11,134,425 in cash and 1,165,047 shares of common stock.

Mr. Alm's deferred compensation agreement with Johnston Coca-Cola Bottling
Group, Inc. dated December 16, 1991, as amended, had a balance at December 31,
1999 of $306,321 in cash and 598,038 shares of common stock. Amounts equal to
dividends earned on the common stock are credited to an account that is
periodically credited with an amount equal to the interest that would have been
earned on such amounts if the rate paid by SunTrust Bank, Atlanta, on six-month
certificates of deposit of like amount were applied. 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 make a lump-sum payment to Mr. Alm or
may make installments payments for no more than five years. Payments will
commence within 60 days after Mr. Alm's termination of employment.

22
<PAGE> 25

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
Date CCE Peer Group S&P 500
- ---- --- ---------- -------
<S> <C> <C> <C>
12/31/94 $100.00 $100.00 $100.00
12/31/95 149.61 148.13 137.55
12/31/96 270.69 191.82 169.11
12/31/97 597.29 248.88 225.52
12/31/98 603.10 208.86 289.46
12/31/99 341.69 231.63 350.96
</TABLE>

The graph shows the cumulative total return to our shareowners during the
five years ended December 31, 1999, in comparison to the cumulative returns of
the S&P Composite 500 Index and an index of peer group companies selected by our
company. The peer group consists of The Coca-Cola Company, PepsiCo, Inc.,
Coca-Cola Bottling Co. Consolidated, Cadbury Beverages plc, Whitman Corporation
and Pepsi Bottling Group, Inc.. The graph assumes $100 invested on December 31,
1994, in our common stock and in each index, with the subsequent reinvestment of
dividends on a quarterly basis.

The composition of the company's peer group was changed this year to add
Pepsi Bottling Group, Inc., which became a publicly held company on March 31,
1999. Had the prior peer group been used in this proxy statement, the
performance graph would have shown the prior peer group to have attained a total
return for the period of $231.98.

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. The Coca-Cola Company remains the largest shareowner of the company,
owning as of February 25, 2000, directly and indirectly through its
subsidiaries, 168,956,718 shares of common stock, representing approximately 40%
of the outstanding common stock. In addition, two directors of the company are
executive officers of The Coca-Cola Company, and two other directors of the
company are former executive officers of The Coca-Cola Company.

AGREEMENTS AND TRANSACTIONS WITH THE COCA-COLA COMPANY

The company and The Coca-Cola Company have entered into 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 1999 are described below.

Beverage Agreements and Purchases of Finished Product.

The company and its subsidiaries purchase syrups and concentrates from The
Coca-Cola Company and manufacture,

23
<PAGE> 26

package, distribute, and sell liquid nonalcoholic refreshment products under
beverage agreements with The Coca-Cola Company. These agreements give the
company the right to produce and market beverage products of The Coca-Cola
Company in bottles and cans in specified territories. The beverage agreements
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 those syrups and concentrates. The company has other agreements with
The Coca-Cola Company under which it purchases finished product or fountain
syrup for sale within its territories.

During 1999, the company purchased from The Coca-Cola Company approximately $3.8
billion of syrups, concentrates, and finished product under the beverage
agreements and other agreements relating to fountain syrup, net of amounts paid
by The Coca-Cola Company to the company to settle obligations upon the amendment
of certain agreements.

Purchase of Finished Product from Joint Venture.

The company purchases finished product from Coca-Cola Nestle Refreshments
Company, USA, a joint venture between The Coca-Cola Company and Nestle S.A.
During 1999, total payments to The Coca-Cola Company, for the benefit of the
joint venture, were approximately $24 million.

Management Services.

During 1999, the company charged The Coca-Cola Company approximately $6 million
for management fees, manufacturing expenses, rent, and other miscellaneous
expenses associated with our management of a syrup plant in Eagan, Minnesota.

Dispensing Equipment.

During 1999, The Coca-Cola Company reimbursed the company approximately $50
million for the cost of parts and labor in connection with repairs on cooler,
dispensing, or post-mix equipment owned by The Coca-Cola Company.

Lease of Office Space.

During 1999, the company and The Coca-Cola Company leased office space from each
other in various locations. The company paid approximately $1 million to and
received approximately $2 million from The Coca-Cola Company under these
arrangements.

Point-of-Sale Expenses.

The company purchases point-of-sale and other advertising items from The
Coca-Cola Company. In 1999, the company paid The Coca-Cola Company approximately
$12 million for such items and will continue to purchase such materials in 2000.

Sweetener Requirements Agreement.

The company and The Coca-Cola Company are parties to a sweetener requirements
agreement for the purchase by the company of substantially all of its
requirements for sweetener in the United States. The amount paid by the company
to The Coca-Cola Company under this agreement during 1999 totaled approximately
$308 million. This agreement runs through 2002.

Sales of Syrups, Bottle and Can Products, and 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 addition to
the

24
<PAGE> 27

fountain syrup sales, the company sells bottle and can beverage products to The
Coca-Cola Company at prices that generally equate to the prices charged by the
company to its major customers. In 1999, the amounts paid by The Coca-Cola
Company to the company for fountain syrups, bottle and can beverage products,
and delivery, billing and collection totaled approximately $419 million.

Marketing and Other Support Arrangements.

For 1999, total direct marketing support paid or payable to the Company by The
Coca-Cola Company, or on behalf of the company by The Coca-Cola Company,
approximated $767 million. Pursuant to cooperative advertising, and brand and
trade arrangements with The Coca-Cola Company, the company paid The Coca-Cola
Company approximately $243 million for local media, brand, and marketing program
costs. 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 beverage agreements similar to those of the company
bottlers. In addition, funding for costs associated with market or
infrastructure development paid or payable to the company by The Coca-Cola
Company approximated $338 million.

Transactions with Coca-Cola Bottling Co. Consolidated.

Additionally, the company and Coca-Cola Bottling Co. Consolidated, a bottler in
which the company and The Coca-Cola Company own equity interests, bought from
and sold to each other finished beverage products. 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 1999, our
sales to that bottler totaled approximately $18 million and purchases were
approximately $22 million. The company expects that additional sales and
purchases will occur in 2000.

RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT AND OTHERS

The company paid approximately $116,000 in rental and associated charges in 1999
to Messrs. Johnston and Summerfield K. Johnston III, Executive Vice President,
Strategic Planning, for our use of certain equipment and facilities owned by
them.

25
<PAGE> 28

2. APPROVAL OF THE LONG-TERM INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 2000)

Our board of directors has proposed the adoption of the Long-Term Incentive Plan
(Effective January 1, 2000) and directed that it be submitted for approval at
the annual meeting of shareowners. The plan will become effective only upon
shareowner approval. A summary of the plan is below. The full text of the plan
is in Exhibit A to this proxy statement.

PURPOSE

To provide key management employees with incentive to assist the company in
meeting and exceeding its business goals.

ADMINISTRATION

The Compensation Committee of the board of directors.

ELIGIBLE PERSONS; ELIGIBLE POSITIONS

Executive officers, employees in executive positions and certain senior staff
designated by the Compensation Committee.

PERFORMANCE PERIOD

Three calendar years, as designated by the Compensation Committee, currently
January 1, 2000 through December 31, 2002.

PERFORMANCE GOAL

The specific and objective targets established prior to the beginning of the
performance period are related to budgeted return on invested capital. As used
in the plan "return on invested capital" is determined in the same manner as in
the company's audited financial statements for each year during the performance
period, adjusted for acquisitions, divestitures, and other significant financial
events.

CALCULATION OF AWARDS

Pre-established award levels for the attainment of minimum, target and maximum
performance goals are described as specific percentages of a participant's
average annual base salary over the performance period, using the base salary in
effect as of each December 31. However, for purposes of calculating the award,
the average annual base salary cannot exceed 133 1/3% of the January 1, 2000
base salary.

MAXIMUM AWARD

The chief executive officer could receive as much as 160% of his base salary,
which could result in an award of $2,346,608 for the three-year performance
period. However, the award paid to the chief executive officer under this plan
for the past three performance periods has averaged $961,856. The award payable
to the majority of the participants would be much lower.

PRORATED AWARD

Generally, a participant must be employed at the end of the performance period
to receive an award under the plan, unless the participant dies, becomes
disabled, retires, or takes employment with The Coca-Cola Company, in which
event the award will be prorated. The award would also be prorated if the
participant held more than one eligible position during the performance period,
having different award levels.

PAYMENT OF AWARD

Awards are paid in the year following the three-year performance period, but
only after the Compensation Committee has certified in writing that the
performance goals were met.

26
<PAGE> 29

TERMINATION, AMENDMENT OR SUSPENSION

The board of directors or the Compensation Committee can terminate, suspend, or
amend this plan at any time. This can be done without the approval of
shareowners, unless that approval is necessary to retain the benefits of Section
162(m) of the Internal Revenue Code.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the proposal to adopt the
Long-Term Incentive Plan (Effective January 1, 2000).

3. APPROVAL OF THE EXECUTIVE MANAGEMENT INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 2000)

Our board of directors has proposed the adoption of the Executive Management
Incentive Plan (Effective January 1, 2000) and directed that it be submitted for
approval at the annual meeting of shareowners. The plan will become effective
only upon shareowner approval. A summary of the plan is below. The full text of
the plan is in Exhibit B to this proxy statement.

PURPOSE

To provide executive officers with incentive to assist the company in meeting
and exceeding its business goals.

ADMINISTRATION

The Compensation Committee of the board of directors.

ELIGIBLE PERSONS; ELIGIBLE POSITIONS

Senior officers with company-wide or group-wide responsibilities.

PERFORMANCE PERIOD

A calendar year, as designated by the Compensation Committee, currently January
1, 2000 through December 31, 2000.

PERFORMANCE GOAL

The specific and objective targets established prior to the beginning of the
performance period are related to budgeted operating income. As used in the plan
"operating income" is determined in the same manner as in the company's audited
financial statements for the performance period, adjusted for acquisitions,
divestitures, and other significant financial events.

CALCULATION OF AWARDS

Pre-established award levels for the attainment of minimum, target and maximum
performance goals are described as specific percentages of a participant's base
salary as of December 31, 2000. However, for purposes of calculating the award,
the December 31 base salary is limited to 110% of the January 1 base salary.

MAXIMUM AWARD

The chief executive officer could receive as much as 115% of his base salary,
which could result in an award of $1,391,500 for the 2000 performance period.
However, the award paid to the chief executive officer under this plan for the
past three years has averaged $547,339. The award payable to the majority of the
participants would be much lower.

PRORATED AWARD

27
<PAGE> 30

prorated. The award would also be prorated if the participant held more than one
eligible position during the year, having different award levels.

PAYMENT OF AWARD

Awards are paid in the year following the performance period, but only after the
Compensation Committee has certified in writing that the performance goals were
met.

TERMINATION, AMENDMENT, OR SUSPENSION

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the proposal to adopt the
Executive Management Incentive Plan (Effective January 1, 2000).

NEW PLAN BENEFITS
The following table shows: pro forma amounts which would be earned for
the 2000-2002 period under the Long-Term Incentive Plan (Effective January 1,
2000); and pro forma amounts which would be earned for 2000 under the Executive
Management Incentive Plan (Effective January 1, 2000). The table assumes
approval of each plan by the shareowners and, because pay-outs, if any, depend
upon attainment of objectives over periods that are still open, the pro forma
results assume that the participants would each receive the award payable if the
company achieves the targeted increases in return on invested capital for the
2000-2002 performance period and the budgeted operating income for the 2000
performance period under the Long-Term Incentive Plan and the Executive
Management Incentive Plan, respectively.

<TABLE>
<CAPTION>
PRO FORMA PAYOUT PRO FORMA PAYOUT
UNDER LONG-TERM UNDER 2000 EXECUTIVE
NAME AND POSITION(1) INCENTIVE PLAN(2) MANAGEMENT INCENTIVE PLAN(3)
- -------------------- ----------------- -----------------------------
<S> <C> <C>
Henry A. Schimberg............................. $ 36,000 $ 324,000
President and Chief Executive Officer
Summerfield K. Johnston, Jr.................... $ 906,664 $ 715,000
Chairman of the Board
John R. Alm.................................... $ 618,180 $ 487,500
Chief Operating Officer
Lowry F. Kline................................. $ 282,508 $ 251,350
Executive Vice President and Chief
Administrative Officer
Norman P. Findley.............................. $ 216,363 $ 192,500
Executive Vice President, Marketing
Executive Group................................ $ 3,587,135 $3,819,160
Non-Executive Director Group................... N/A N/A
Non-Executive Officer Employee Group........... $23,429,525 N/A
</TABLE>

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

(1) Positions are as of December 31, 1999, except for Mr. Schimberg, whose
position is as of December 30, 1999.

28
<PAGE> 31

(2) Awards under the Long-Term Incentive Plan would not be determined until
2003 when the results of the three-year performance period are available. The
table discloses pro forma payments determined as described above; and the table
further assumes a 3% annual salary increase in 2001 and 2002 for salaries of all
participants over salaries at January 1, 2000.

(3) Awards under the Executive Management Incentive Plan would not be
determined until 2001 because they would be based upon financial results for
2000. The table discloses 2001 pro forma bonuses, determined as described above,
using the salary of each executive officer at January 1, 2000 and increasing
December 31, 1999 salaries of all participants in the nonofficer group by 3%.

4. AMENDMENT OF CERTIFICATE OF INCORPORATION

We propose to amend the company's certificate of incorporation to make it clear
that our shareowners do not have preemptive rights.

Preemptive rights are the rights of existing shareowners, subject to various
exceptions, to subscribe for new shares of capital stock to be issued by a
company increasing its issued shares, in preference to persons who are not
shareowners. The effect of approving this amendment would be to make clear that
none of our shareowners have preemptive rights.

The company was originally incorporated in Delaware in 1944 as "The Hickory
Publishing Company", a wholly owned subsidiary of The Coca-Cola Company. At that
time, Delaware law gave preemptive rights to shareowners of Delaware companies
in the absence of a provision in the certificate of incorporation denying such
rights. Our certificate of incorporation had no such provision; therefore, The
Coca-Cola Company, as the sole shareholder, had preemptive rights. On September
8, 1986 the company filed a restated certificate of incorporation, changing our
name to "Coca-Cola Enterprises Inc.", changing the par value, name and
authorized number of shares, authorizing a class of preferred shares, and making
certain other changes in preparation for the anticipated public offering.

Prior to the company's 1986 amendments, the Delaware law regarding preemptive
rights had changed. Under the changed law, for any company formed after July 3,
1967, no shareowner would have preemptive rights unless those rights were
expressly granted in the certificate of incorporation.

At the time of the company's public offering in 1986, counsel opined that the
issuance of the common stock in the offering was not subject to preemptive
rights, and the prospectus for the initial public offering of our stock stated
that there were no preemptive rights for the common stock.

In connection with a recent review of our charter documents, a question was
raised regarding the absence of any provision in the certificate of
incorporation specifically denying preemptive rights. We have since received
another opinion from counsel confirming that, notwithstanding the absence of
such a provision, the shares of the company's common stock do not have
preemptive rights and have not had such rights at any time since the 1986
amendments to the company's certificate of incorporation.

To avoid any further questions in this regard, the board of directors believes
it would be prudent to clarify the matter by the adoption of an amendment to the
company's certificate of incorporation expressly eliminating preemptive rights.
Therefore, the board of directors has approved and declared advisable the
amendment appearing below, subject to its adoption by the shareowners at the
annual meeting.

We have no current plans or intentions to engage in any transactions that would
otherwise give rise to preemptive rights if

29
<PAGE> 32

such rights existed. But we think it is appropriate that we remove any question
about the existence of such rights at this time, so that later resolution of the
issue would not delay our ability to take advantage of opportunities for public
equity financing that could become available in the future.

The proposed amendment would add a new Section E to Article FOURTH of the
company's Restated Certificate of Incorporation, as follows:

E. No stockholder of the Corporation shall have any preemptive right to
subscribe to any issue of stock of the Corporation or to any issue of any
securities of the Corporation convertible into or exchangeable or
exercisable for stock of the Corporation.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the proposal to amend the
company's certificate of incorporation to eliminate preemptive rights.

5. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Our board has followed the recommendation of its Audit Committee and appointed
the firm of Ernst & Young LLP as independent auditors of the company for the
fiscal year ending December 31, 2000. This appointment is subject to your
ratification at the annual meeting. Ernst & Young LLP has served as independent
auditors of the company since 1986, and our management considers the firm to be
well qualified.

Ernst & Young LLP has advised the company that neither the firm nor any member
of the firm has any direct or indirect financial interest, in any capacity, in
the company or any of its subsidiaries.

Representatives of Ernst & Young LLP will have the opportunity to make a
statement at the annual meeting and will be otherwise available at the meeting
to respond to appropriate questions from the shareowners.

If the shareowners do not ratify this appointment of Ernst & Young LLP, it will
be reconsidered by the board.

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our board of directors recommends that you vote FOR the proposal to ratify the
appointment of Ernst & Young LLP as independent auditors for the 2000 fiscal
year.

6. SHAREOWNER PROPOSAL

The New York City Employees' Retirement System has notified us that it intends
to submit the following proposal at the Annual Meeting. The proponent certified
that it owned 4,565,048 shares of common stock for over one year prior to its
submission of the proposal and intends to hold at least $2,000 worth of these
securities through the date of the annual meeting.

CREATION OF AN INDEPENDENT NOMINATING COMMITTEE

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

30
<PAGE> 33

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."

RECOMMENDATION OF THE BOARD OF DIRECTORS

Our board of directors recommends that you vote AGAINST the proposal to
establish an independent nominating committee.

This is substantially the same proposal submitted by this proponent and turned
down by the shareowners every year since 1994.

The board of directors continues to be opposed to the proposal, because it
believes there is no tenable link between the composition of a nominating
committee and the creation of shareowner value.

The board's existing Committee on Directors is currently composed of five
members. Two of the members would be barred from a nominating committee that was
constituted in line with the proposal: Joseph R. Gladden, Jr., because he is an
employee of The Coca-Cola Company, a significant supplier, and Summerfield K.
Johnston, Jr., because he is an employee of the company. Both The Coca-Cola
Company and Mr. Johnston are significant shareowners of the company, and the
effect of the proposal would be to bar significant shareowners from being
represented on the committee charged with evaluating potential directors. This
is a result which the board believes to be inappropriate and unlikely to result
in any benefit to the shareowners of the company generally.

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<PAGE> 34

SHAREOWNER PROPOSALS FOR 2001 ANNUAL MEETING

If you intend to submit either a nomination to the board of directors or a
shareowner proposal and request its inclusion in the 2001 proxy statement and
form of proxy, those submissions must be in writing and received by us no later
than November 14, 2000.

If you miss the deadline for submissions to be included in the proxy, your
submission can still be considered at the 2001 meeting so long as it complies
with Article 1, Section 10 of our bylaws. Under the bylaws, your submission must
be in writing and received by us no fewer than 30 days and no more than 60 days
prior to the 2001 annual meeting, and otherwise comply with the requirements of
the bylaws.

Any shareowner submissions should be sent to us by certified mail, return
receipt requested, at Post Office Box 723040, Atlanta, Georgia 31139-0040.

OTHER MATTERS

We do not know of anything else that will come before the annual meeting,
including any adjournments of it, that has not been discussed in this proxy
statement. If other matters properly come before the meeting, the persons named
in the proxy card will vote your shares in their discretion.

J. GUY BEATTY, JR.
Secretary

Atlanta, Georgia
March 14, 2000

32
<PAGE> 35

EXHIBIT A

LONG-TERM INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 2000)

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) of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the
regulations thereunder.

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 persons who are
officers and managers of the Company 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, 20% 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 the Company's return on invested capital
("ROIC") over the period of

A-1
<PAGE> 36

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. The Committee shall
preestablish the specific ROIC targets for each Performance Period in accordance
with Section 162(m) of the Internal Revenue Code and regulations thereunder. For
the purposes of the Plan, ROIC is determined in the same manner as set forth in
the Company's audited financial statements for each year of the performance
Period, normalized for acquisitions, divestitures and other significant
financial events.

SECTION 5. CALCULATION OF THE AWARD.

The Committee shall establish 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 Company's ROIC. "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
(under this Section 5 or Section 6) may not exceed such Participant's annual
base salary on the first day 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. PRORATED AWARDS.

(i) If, after the commencement of a Performance Period, an employee is
hired or promoted into a position eligible for participation in the Plan
("Eligible Position"), the employee shall be eligible to receive a prorated
Award for the period during which the Participant was employed in an Eligible
Position. 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, within a Performance Period, a Participant is transferred from
one Eligible Position to another Eligible Position, the Participant's Award
shall be prorated for the period of time the Participant was employed within
each such 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.

(iii) If, within a Performance Period, a Participant transfers from an
Eligible Position to a position ineligible for participation under the Plan, 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.

(iv) Prorated Awards under this Section 6 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). A prorated Award
paid to a Participant whose employment is terminated on account of death or
disability shall be calculated based on the increase in ROIC as of December 31st
of the year preceding the Participant's termination and shall be paid in the
year following such Participant's termination of employment. A prorated 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 7, shall be calculated on the basis of the
A-2
<PAGE> 37

increase in ROIC through the end of the Performance Period. To determine the
Average Annual Base Salary to be used in calculating a prorated Award under this
Section 6(iv), 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.

(v) For purposes of this Section 6:

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

(b) "Disability" shall be determined according to the definition of
"total and permanent disability," in effect at the time of the determination, in
the defined benefit plan sponsored by the Company or a Subsidiary in which the
Participant participates. If the Participant does not participate in such a plan
or such plan does not define "disability," "disability" shall mean the
Participant's inability, by reason of a medically determinable physical or
mental impairment, to engage in any substantial gainful activity, which
condition, in the opinion of a physician approved of by the Committee, is
expected to have a duration of not less than one year.

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

(d) A Participant's employment with the Company or any Subsidiary
will be deemed not to be a termination of employment if the Participant's reason
for termination is due to immediate employment with any other Subsidiary or any
Related Company; 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 "Related
Company" shall include The Coca-Cola Company or any corporation or business
entity in which The Coca-Cola Company owns, directly or indirectly, 20% or more
of the voting stock or capital if (i) such company is a party to an active
reciprocity agreement with the Company and (ii) the Company has assented to the
Participant's subsequent employment.

SECTION 7. DISCRETION OF THE COMPENSATION COMMITTEE.

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

SECTION 8. COMMITTEE CERTIFICATION.

Prior to payment of an Award, the Committee shall certify in writing that
the performance targets described in Section 4 have, in fact, been satisfied.

A-3
<PAGE> 38

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

The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in the Awards made thereunder that does not
constitute the modification of a material term of the Plan. Such action may be
taken without the approval of the share owners of the Company unless the
Committee determines that the approval of share owners would be necessary to
retain the benefits of Section 162(m) of the Internal Revenue Code.

SECTION 10. GOVERNING LAW.

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

A-4
<PAGE> 39

EXHIBIT B

EXECUTIVE MANAGEMENT INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 2000)

SECTION 1. PURPOSE.

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

SECTION 2. ADMINISTRATION.

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

SECTION 3. ELIGIBILITY.

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

"Subsidiary" shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 20% or more of the voting stock
or capital during any Performance Period.

B-1
<PAGE> 40

SECTION 4. PERFORMANCE GOAL CRITERIA.

For each calendar year (a "Performance Period") designated by the
Committee as a Performance Period for which an Award will be made, the Committee
shall establish specific targets for the Company's actual operating income for
the Performance Period, as compared to its budgeted operating income ("Budgeted
OI") for the Performance Period. Awards under the Plan shall be paid solely on
account of the attainment of these targets, which shall be preestablished in
accordance with Section 162(m) of the Internal Revenue Code and regulations
thereunder. For the purposes of the Plan, operating income is determined in the
same manner as set forth in the Company's audited financial statements for the
Performance Period, normalized for acquisitions, divestitures and other
significant financial events.

SECTION 5. CALCULATION OF AWARDS.

The Committee shall establish Award levels, described as percentages by
which a Participant's annual base salary shall be multiplied, to determine the
amount of an Award payable upon the attainment of specified targets described in
Section 4. No Award under the Plan shall exceed 115% percent of a Participant's
annual base salary. An Award paid to a Participant shall be calculated using the
annual base salary in effect on December 31 of the year for which the Award is
made. Notwithstanding the preceding sentence, the annual base salary used to
calculate an Award paid to a Participant (under this Section 5 or Section 6) may
not exceed such Participant's annual base salary in effect on January 1 of any
Performance Period for which the Award is made, increased by 10%.

SECTION 6. PRORATED AWARDS.

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

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

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

(iv) A Participant whose employment with the Company or any Subsidiary
terminates prior to the last day of the Performance Period shall not receive any
Award under the Plan unless the reason for such termination was the
Participant's death, disability, or retirement. In the event a Participant
terminates on account of such circumstances, the Participant shall receive a
prorated Award determined as if the Participant transferred to a position within
the Company that is ineligible for participation in the Plan as of the date of
such termination.

(v) For purposes of this Section 6:

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.

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

(d) For purposes of this Section 6, a Participant's employment with
the Company or any Subsidiary will be deemed not to be a termination of
employment if the Participant's reason for termination is due to immediate
employment with any other Subsidiary or any Related Company; however, in such
event, the Participant shall receive a prorated Award as if the Participant
transferred to a position that is not eligible for participation under the Plan.
The term "Related Company" shall include The Coca-Cola Company or any
corporation or business entity in which The Coca-Cola Company owns, directly or
indirectly, 20% or more of the voting stock or capital if (i) such company is a
party to an active reciprocity agreement with the Company and (ii) the Company
has assented to the Participant's subsequent employment.

SECTION 7. DISCRETION OF THE COMPENSATION COMMITTEE.

SECTION 8. COMMITTEE CERTIFICATION.

Prior to payment of an Award, the Committee shall certify in writing that
the performance targets in Section 4 have, in fact, been satisfied.

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

The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in the Awards made thereunder that does not
constitute the modification of a material term of the Plan. Any such action may
be taken without the approval of the share owners unless the Committee
determines that the approval of share owners would be necessary to retain the
benefits of Section 162(m) of the Internal Revenue Code.

B-3
<PAGE> 42

SECTION 10. GOVERNING LAW.

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

B-4
<PAGE> 43

(LOGO)
<PAGE> 44

PROXY

(COCA-COLA ENTERPRISES INC. LOGO)

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

The undersigned hereby (a) appoints J. Guy Beatty, Jr. and John R. Parker, Jr.,
each as proxies with full power of substitution, to vote all shares of common
stock of Coca-Cola Enterprises Inc. owned of record by the undersigned and (b)
directs Putnam Fiduciary Trust Company, Trustee under the following Plans: (i)
Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan, and/or
(ii) Lansing Matched Employee Savings and Investment Plan, and/or (iii)
Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining
Employees, and/or (iv) The Coca-Cola Bottling Company of New York, Inc. Savings
Plan for Southern New England, and/or (v) Central States Coca-Cola Bottling
Company Bargaining Thrift and Savings Plan, and/or (vi) Coca-Cola Bottling
Company of St. Louis Bargaining Employees' Savings and Investment Plan, to vote
in person or by proxy all shares of common stock of Coca-Cola Enterprises Inc.
allocated to any accounts of the undersigned under such Plan, and which the
undersigned is entitled to vote, on all matters which may come before the 2000
Annual Meeting of Shareowners to be held at the Hotel du Pont, 11th and Market
Streets, Wilmington, Delaware, on April 14, 2000 at 10:30 a.m. local time, and
any adjournments thereof, unless otherwise specified herein.

Proposal 1:
Election of Directors, Nominees:

For term to expire at the 2003 Annual Meeting of Shareowners: (01)
Howard G. Buffett, (02) Johnnetta B. Cole, (03) Jean-Claude Killy,
and (04) Lowry F. Kline.

The number appearing before the name of each nominee is for use in
internet and telephone voting.

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. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL. -

AGENDA
-------------------------------------------------------------------------
ELECTION OF FOUR DIRECTORS
-
APPROVAL OF LONG-TERM INCENTIVE PLAN (EFFECTIVE JANUARY 1, 2000)
-
APPROVAL OF EXECUTIVE MANAGEMENT INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 2000)
-
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO ELIMINATE PREEMPTIVE RIGHTS
-
RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
-
TRANSACTION OF OTHER BUSINESS, INCLUDING ONE SHAREOWNER
PROPOSAL AS MAY COME PROPERLY BEFORE THE MEETING
-------------------------------------------------------------------------
If you choose to vote your shares over the internet or telephone,
there is no need to mail back your proxy card.
The internet and telephone voting facilities will close at 12:00 a.m.
on April 13, 2000.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
- --------------------------------------------------------------------------------
- ADMISSION TICKET ON REVERSE. PLEASE BRING THIS TICKET WITH YOU
IF ATTENDING THE ANNUAL MEETING -

DIRECTIONS TO HOTEL DU PONT:

FROM BALTIMORE, THE DELAWARE MEMORIAL BRIDGE, OR DOWNSTATE DELAWARE:
Take I-95 North to Wilmington, Exit 7 marked "Route 52, Delaware Avenue." From
right lane take Exit 7 onto Adams Street. At the third traffic light on Adams
Street, turn right onto 11th Street. At Delaware Avenue intersection stay left,
continuing on 11th Street. Follow 11th Street through four traffic lights.
Hotel du Pont is on the right.

FROM COMMODORE BARRY BRIDGE (NEW JERSEY), OR PHILADELPHIA ON I-95 SOUTH, OR
I-478 (THE BLUE ROUTE), OR ROUTE 202 (IF TRAVELING ROUTE 202, FOLLOW ROUTE 202
TO INTERSECTION WITH I-95 SOUTH):
Follow I-95 South to Exit 7A marked "Route 52, South Delaware Avenue" (11th
Street). Follow exit road (11th Street) to intersection with Delaware Avenue
marked "52 South, Business District." At Delaware Avenue stay left, continuing
on 11th Street. Follow 11th Street through four traffic lights. Hotel du Pont is
on the right.
<PAGE> 45
[X] Please mark your
votes as in this
example.

This proxy, when properly executed, will be voted in the manner directed
herein. If no directions are given, this proxy will be voted FOR the election
of directors, FOR Proposals 2, 3, 4, and 5, AGAINST Proposal 6, and as the
proxies deem advisable on all other matters that may come properly before the
meeting.

The Board of Directors recommends a vote FOR Proposals 1, 2, 3, 4, and 5.

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

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

FOR AGAINST ABSTAIN
2. To approve the [ ] [ ] [ ]
Company's Long-Term
Incentive Plan (Effective
January 1, 2000);

FOR AGAINST ABSTAIN
3. To approve the Company's [ ] [ ] [ ]
Executive Management
Incentive Plan (Effective
January 1, 2000);

FOR AGAINST ABSTAIN
4. To approve an amendment to [ ] [ ] [ ]
the Company's certificate
of incorporation to eliminate
preemptive rights;

FOR AGAINST ABSTAIN
5. To ratify the appointment of [ ] [ ] [ ]
Ernst & Young LLP as independent
auditors of the Company for the
2000 fiscal year and;
- -----------------------------------------------------------------------------

The Board of Directors recommends a vote AGAINST Proposal 6.
- -----------------------------------------------------------------------------

FOR AGAINST ABSTAIN
6. Shareowner Proposal to create [ ] [ ] [ ]
an independent nominating
committee.
- -----------------------------------------------------------------------------

If you plan to attend the [ ]
Annual Meeting, please mark
this box.

To discontinue Annual Report [ ]
mailing (for multiple account
holders only), mark this box.

If you would be interested in [ ]
receiving future proxy materials
electronically, mark this box.
- ------------------------------------------------------------

SIGNATURE(S) ______________________________ DATE _______________________

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

FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL

CONTROL NUMBER

VOTE YOUR PROXY OVER THE INTERNET OR BY TELEPHONE.

SHAREOWNERS may now choose one of three methods to vote during the 2000 proxy
season: 1. Vote by internet, 2. Vote by telephone, or 3. Vote by mailing the
above proxy card. Using either internet or telephone voting will eliminate the
need for you to return the proxy card and will help to reduce expenses for
Coca-Cola Enterprises. For electronic (internet/telephone) voting, you must
enter the Control Number printed in the box above, just below the perforation,
to access the system. Your electronic vote (internet/telephone) authorizes the
named proxies in the same manner as if you marked, signed, dated, and mailed
the proxy card.

TO VOTE BY INTERNET:
1. Log on to the internet and go the web site http://www.eproxyvote.com/cce, 7
days a week, 24 hours a day.
2. Follow the instructions that appear on your computer screen. You must enter
the Control Number printed in the above box to vote by internet.

TO VOTE BY TELEPHONE:
1. Call on a touch-tone telephone 877-PRX-VOTE (877-779-8683) TOLL-FREE in
U.S. and Canada only, or outside the U.S. 201-536-8073; 7 days a week, 24
hours a day.
2. Follow the instructions to vote your shares. You must enter the Control
Number printed in the above box to vote by telephone.

TO VOTE BY MAIL:
1. Sign and date the above proxy voting card and mail in the business reply
envelope enclosed.

If you choose to vote your shares by internet or by telephone, there
is no need to mail your proxy card.
The internet and telephone voting facilities will close
at 12:00 a.m. on April 13, 2000.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
- --------------------------------------------------------------------------------

BRING THIS ADMISSION TICKET WITH YOU IF ATTENDING THE ANNUAL MEETING.

ADMISSION TICKET
COCA-COLA ENTERPRISES INC. LOGO

ANNUAL MEETING OF SHAREOWNERS

Friday, April 14, 2000, 10:30 a.m. local time
Hotel du Pont
11th and Market Streets, Wilmington, Delaware