COCA COLA ENTERPRISES INC
AMENDMENT TO EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>g78958exv10w2.txt
<DESCRIPTION>AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                           COCA-COLA ENTERPRISES INC.
                              CONSULTING AGREEMENT


         THIS CONSULTING  AGREEMENT (the "Agreement")  effective April 26, 2002,
between Coca-Cola  Enterprises Inc. (the "Company") and Summerfield K. Johnston,
Jr. ("Mr. Johnston").

         WHEREAS, the Company entered into an Employment Agreement,  dated April
17, 1998,  with Mr.  Johnston in order to ensure a successful  transition in the
management  of the Company prior to and  following  Mr.  Johnston's  retirement,
which agreement also provided for Mr. Johnston to provide Consulting Services to
the  Company  in order  for it to  benefit  from  his  valuable  experience  and
expertise; and

         WHEREAS,  the  Company  and Mr.  Johnston  desire  to amend  the  prior
agreement  to  reflect  changes  to the  terms  and  conditions  related  to the
Consulting Services provided by Mr. Johnston.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants  and  agreements  herein  contained,  the  parties do hereby  agree as
follows:


1.       TERM OF CONSULTING SERVICES PERIOD. Mr. Johnston's "Consulting Services
Period,"  as this term is used  through  the  Agreement,  which began on June 1,
2001, shall continue for term ending January 1, 2004. Thereafter, the Consulting
Services Period may be extended each year for a term of one additional  calendar
year, or as otherwise agreed upon by the parties,  by written agreement.  During
the Consulting Services Period, Mr. Johnston agrees to provide Company with such
time and services as Company may  reasonably  request,  with the time and effort
devoted to consulting  services to be consistent  with Mr.  Johnston's  non-full
time status and  availability in view of his involvement in other  non-Coca-Cola
business and activities; provided, such other business activities are consistent
with  Section  11  of  this  Agreement. Specifically, Mr. Johnston's  consulting
services shall include:

                  (a)  Continuing  service on the  Company's  Board of Directors
         (subject to election by the Company's share owners); and

                  (b)  Consulting  with  the  Company  on  strategic   planning,
         maintaining  and enhancing the Company's  strategic  alignment with The
         Coca-Cola Company and the  identification of acquisition  opportunities
         for the Company, and such other duties and responsibilities assigned to
         him by the Company's Board of Directors from time to time.

         2.       POSITION AND TITLE DURING CONSULTING SERVICES  PERIOD.  During
the Consulting  Services Period, Mr. Johnston shall hold the title of Consultant
to  Coca-Cola  Enterprises  Inc.  and  shall  report to the  Company's  Board of
Directors.

         3.       COMPENSATION  FOR  DURING  CONSULTING   SERVICES  PERIOD.  The
Company  shall  pay  Mr.  Johnston  a  consulting  fee  of  $50,000  per  month.
Compensation  paid  pursuant to this  Section 3 shall be in addition to any fees
Mr.  Johnston  earns for service on the  Company's  Board of Directors or on the
Board of Directors of other Coca-Cola bottling companies.


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         4.       RETIREE BENEFITS DURING  CONSULTING  SERVICES  PERIOD.  During
the Consulting  Services Period, Mr. Johnston and his eligible  dependents shall
be eligible to  participate  in the Company's  Executive  Retiree  Medical Plan,
which plan shall  provide the same medical  benefits  (and on the same basis) as
provided  under the medical  plan  covering  active  nonunion  employees  of the
Company,  as it may be amended from time to time.  At the end of the  Consulting
Services Period,  Mr. Johnston shall no longer be eligible to participate in the
Executive  Retiree  Medical  Plan but shall be  eligible to  participate  in the
Company's  Retiree  Medical Plan for which he would  eligible if his  employment
were  terminated at that time. Mr.  Johnston shall be eligible to participate in
the  Company's  financial  planning  and tax benefit  plans on the same basis as
other eligible employees.

         5.       SERVICE   FOR   STOCK  AWARD  VESTING  PURPOSES.   During  the
Consulting  Services  Period,  the Company shall treat Mr. Johnston as an active
employee for purposes of crediting  service in the  determination of the vesting
of any stock awards Mr. Johnston may hold during such period.

         6.       COMPANY AIRCRAFT. The parties recognize that other  agreements
related to the leasing and  management of aircraft  owned by the Company and Mr.
Johnston are in effect during the Consulting  Services Period,  which agreements
are  not  superceded  or  modified  by  this  Agreement.  For  purposes  of this
Agreement,  the Company shall make its aircraft available to Mr. Johnston during
the Consulting  Services Period for his use in performing  services  pursuant to
this Agreement.  Additionally, Mr. Johnston shall be entitled to personal use of
the Company's aircraft during the Consulting Services Period, as follows:

                  (a)      Thirty-five  (35) hours personal use of the Company's
                           Challenger 604CE per year or the equivalent number of
                           hours on one of the Company's smaller aircraft at the
                           Net Jet exchange rate; and

                  (b)      Two personal international round-trips per year.

         7.       INDEPENDENT  CONTRACTOR.  The  Company  and Mr. Johnston agree
that Mr.  Johnston will act as an independent  contractor in the  performance of
his duties during the Consulting  Services  Period.  Accordingly,  Mr.  Johnston
shall be responsible for payment of all taxes including federal, state and local
taxes  arising out of the provision of  consulting  services in accordance  with
this Agreement.

         8.       PERSONNEL  AND  OFFICE  ACCOMMODATIONS.  During the Consulting
Services  Period,  the  Company  will  provide Mr.  Johnston  with an office and
secretary in its corporate  offices in order to assist him in the performance of
his consulting services.

         9.       EXPENSES. The Company shall reimburse the Mr. Johnston for all
expenses  incurred by Mr.  Johnston in connection  with the  performance  of his
duties  hereunder,  whether  performed  during  the  Employment  Period  or  the
Consulting  Services  Period.  All amounts to be reimbursed to the Mr.  Johnston
pursuant to this Section 9 shall be paid within ninety days (90) days  following
the delivery of the expense invoice to the Company.

         10.      TERMINATION  OF  EMPLOYMENT  AND  CONSULTING  AGREEMENT.  This
Agreement shall terminate upon Mr. Johnston's death, disability or the existence
of circumstances constituting a termination for "cause," as hereinafter defined.


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In the event of such  termination,  the Company shall pay to Mr. Johnston or his
estate all amounts  owed and payable to him under this  Agreement as of the date
of such  termination.  For purposes of this Section 10,  "cause"  shall mean Mr.
Johnston's   willful   failure  or   inability  to  carry  out  his  duties  and
responsibilities  in  any  material  respect,  the  commission  of a  felony  or
commission of any willful or intentional  act,  unprofessional  or unethical act
which has or would have, if such act becomes public knowledge, a substantial and
adverse effect on the business operations or reputation of the Company.

         11.      NON-COMPETITION;  CONFIDENTIALITY.  For  a period of two years
from the end of the Consulting Services Period, Mr. Johnston shall not, directly
or indirectly  engage in,  participate  in or have any interest as a consultant,
partner, joint venture, proprietor, employee, officer, director, agent, security
holder,  creditor or  consultant,  or in any other  capacity,  or have any other
direct  or  indirect   financial   interest  in  any  business,   firm,  person,
partnership,  corporation  (other  than the  Company or The  Coca-Cola  Company)
engaged in any activity  similar to or competitive with the business now engaged
in by the  Company or The  Coca-Cola  Company,  including,  but not  limited to,
manufacturing,  producing or distributing liquid,  nonalcoholic beverages in any
geographic area in which the Company or The Coca-Cola Company or any licensee of
The  Coca-Cola  Company  has  operations  during  or at  the  conclusion  of the
Consulting Services Period;  except nothing herein shall be deemed to prevent or
limit the right of Mr. Johnston to own capital stock or other  securities of any
corporation,  the securities of which are publicly owned or regularly  traded in
the  over-the-counter  market or on any securities  exchange,  provided that Mr.
Johnston does not acquire  beneficial  ownership (as determined under Rule 13d-3
of the Securities Exchange Act of 1934) of more than one percent of the issuer's
outstanding securities of that class.

         12.      ENFORCEMENT.

                  (a)      The parties recognize that the nature of the  subject
         matter  of  this  Agreement,   including  Section  11,  would  make  it
         impracticable  and extremely  difficult to determine  actual damages to
         the Company in the event of a breach of this Agreement by Mr. Johnston.
         Accordingly,  if Mr. Johnston commits a breach or threatens to commit a
         breach of any of the  provisions of this  Agreement,  the Company shall
         have the  right  and  remedy to have the  provisions  of the  Agreement
         specifically enforced by any court having equity jurisdiction, it being
         acknowledged and agreed that any such breach or threatened  breach will
         cause irreparable injury to the Company and that money damages will not
         provide an adequate remedy to the Company. The rights of the Company to
         equitable  relief  in the  enforcement  of this  Agreement  shall be in
         addition to any and all other remedies  available  through an action in
         law.

                  (b)      If any of the covenants  contained  in Section 11, or
         any part thereof, are held to be unenforceable  because of the duration
         of such provisions or the area covered thereby,  the undersigned  agree
         that the court making such determination shall have the power to reduce
         the  duration  and the area or both of any such  provision  and, in its
         reduced form, said provision shall then be enforceable.

                  (c)      Should  any  other  portion  of  this   Agreement  be
         declared  invalid for any reason or to have ceased to have been binding
         on the parties  hereto,  said provision  shall be severed and all other
         provisions shall continue to be effective and binding.


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<PAGE>

                  (d)      Notwithstanding  anything  herein  to  the  contrary,
         the Company shall not be relieved of any of its  obligations  hereunder
         to Mr. Johnston in the event of determination by any court, arbitrator,
         or other governing authority that the covenants contained in Section 11
         are unenforceable or to limit the enforceability of any such covenants.

         13.      BINDING EFFECT  AND  ASSIGNMENT.  This Agreement  benefits and
binds the  Company  and Mr.  Johnston  and their  respective  heirs,  executors,
administrators,    personal    representatives,    successors    and    assigns.
Notwithstanding  the  foregoing,  neither party shall be entitled to assign this
Agreement or rights  hereunder  without the prior  written  consent of the other
party;  provided  however,  that  at  any  time  following  commencement  of the
Consulting  Services  Period Mr.  Johnston  may  assign  his  rights  under this
Agreement to a corporation,  partnership or limited liability company controlled
by Mr. Johnston, subject to the condition that all services and other duties and
responsibilities shall be performed solely by Mr. Johnston.

         14.      HEADINGS;  DEFINITIONS.  The headings of sections contained in
this  Agreement are inserted only as a matter of  convenience  and for reference
and in no way define,  limit,  extend or describe the scope of this Agreement or
the intent of any provision hereof.  The parties agree to all definitions in the
statement of parties to this Agreement and in the other introductory language to
this Agreement.

         15.      CONTROLLING  LAW;  AMENDMENT;  WAIVER.  This  Agreement  shall
be  governed  by the laws of the State of  Georgia.  This  Agreement  may not be
altered or amended except in writing  signed by the parties.  The failure of any
party hereto at any time to require  performance of any provisions  hereof shall
in no manner affect the right to subsequently enforce the same. No waiver by any
party  hereto  of any  condition,  or of the  breach  of any  term,  provisions,
warranty,  representation,  agreement or covenant  contained in this  Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or of the breach of any other  term,  provision,
warranty, representation, agreement or covenant herein contained.

         16.      ENTIRE AGREEMENT.  This  Agreement   constitutes   the  entire
understanding and agreement between the Company and Mr. Johnston with respect to
the subject matter hereof and supersedes all prior negotiations,  understandings
and agreements,  whether  written or oral,  between the Company and Mr. Johnston
with respect to the subject matter hereof.


SUMMERFIELD K. JOHNSTON, JR.                COCA-COLA ENTERPRISES INC.

S/ SUMMERFIELD K. JOHNSON, JR.              BY:  S/ J. R. PARKER, JR.
                                            TITLE:  SENIOR VICE PRESIDENT AND
                                            GENERAL COUNSEL
4-26-02                                     APRIL 22, 2002
------------------------------              -----------------------------------
DATE                                        DATE


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