PANAMERICAN BEVERAGES INC
CBP HOLDBACK AGREEMENT -- CA BEVERAGES
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>12
<FILENAME>ex10_53.txt
<DESCRIPTION>CBP HOLDBACK AGREEMENT -- CA BEVERAGES
<TEXT>

                                                                 EXHIBIT 10.53


                    TRUST AGREEMENT - CBP HOLDBACK TRUST

     This TRUST AGREEMENT - CBP HOLDBACK TRUST, dated as of October 2, 2002
(this "Trust Agreement"), is entered into by and among CA BEVERAGES, INC.,
a corporation ("sociedad anonima") organized and existing pursuant to the
laws of the Republic of Panama (the "SETTLOR"), hereby represented by Han
de Goederen, male, of legal age, citizen of the Netherlands, with passport
No. Z01328951, duly authorized to execute this agreement pursuant to a
resolution of the Board of Directors of the Settlor dated September 30,
2002; BANCO GENERAL, S.A., a corporation organized and existing pursuant to
the laws of the Republic of Panama (the "TRUSTEE"), hereby represented by
Jean-Pierre Leignadier, Panamanian, of legal age, with personal identity
card No. 8-390-635; and FUNDACION PRO ACCIONISTAS MINORITARIOS DE COCA COLA
DE PANAMA Y CERVECERIAS BARU-PANAMA, a private foundation organized and
existing pursuant to the laws of the Republic of Panama, as Representative
("REPRESENTATIVE"), hereby jointly represented by Alvaro Arias, Panamanian,
of legal age, with personal identity card No. 8-169-678, and Roberto Ramon
Vallarino Cox, Panamanian, of legal age, with personal identity card No.
8-137-229, as Council Members acting jointly, duly authorized pursuant to
Section 13 of its Foundation Charter, representing and acting on behalf of
the shareholders of Cervecerias Baru-Panama, S.A. ("CBP") who, in
accordance with the Tender Offer Documents (as defined below) and in
compliance with the laws of the Republic of Panama, accept the OPA (as
defined below), do not revoke such acceptance and consummate such
acceptance by tendering their common shares of Settlor (the "ACCEPTING
SHAREHOLDERS").

     WHEREAS, on the date first written above Coca Cola de Panama Compania
Embotelladora, S.A. ("COCA COLA") and Settlor have entered into a Share
Subscription Agreement (the "SHARE SUBSCRIPTION AGREEMENT") whereby Coca
Cola has agreed to issue and sell to Settlor, who has agreed to purchase,
three million nine hundred thirty-four thousand two hundred forty-six
(3,934,246) newly issued no par value common shares of Coca Cola (or such
amount corresponding to fifty percent (50%) plus one share of the total
issued and outstanding no par value common shares of Coca Cola) (the
"SHARES");

     WHEREAS, pursuant to the Share Subscription Agreement, the Settlor has
agreed to launch a Public Tender Offer in the Republic of Panama (the
"OPA") to acquire up to one hundred percent (100%) of the issued and
outstanding US$5.00 par value common shares of CBP at a price per share of
US$14.60; and

     WHEREAS, the execution and delivery of this Trust Agreement (including
the deposit of the Trust Amount (as defined below)) is a condition to the
consummation of the transactions contemplated by the Share Subscription
Agreement.

     NOW, THEREFORE, Settlor, the Trustee and Representative hereby agree
as follows:

1.   Constitution of the Trust. Settlor, the Trustee and Representative
     hereby enter into an irrevocable trust agreement under the provisions
     of Law 1 of January 5, 1984 of the Republic of Panama, which regulates
     trust agreements in the Republic of Panama, in order to guarantee
     payment to the Settlor for any Loss (as defined below).

<PAGE>



2.   Objectives of the Trust. The objectives of this Trust are to:

     (a) permit the Trustee to pledge the Trust Assets to secure any guarantee
     required by applicable securities legislation in connection with the OPA;

     (b) transfer to the Trustee a portion retained from the purchase price of
     the shares subject to the OPA in the amount of US$4,228,525.40 (the
     "HOLDBACK FUND"), as set out in the Share Subscription Agreement and in
     the prospectus (as may be amended from time to time) and the exhibits and
     schedules attached thereto that are delivered to shareholders in respect
     of the OPA (collectively, the "TENDER OFFER DOCUMENTS"), in order for the
     Trustee to use the Holdback Fund according to the terms and conditions of
     this Trust Agreement;

     (c) guarantee to Settlor that, upon consummation of the OPA, the balance
     of the Trust Assets that is not retained with respect to shares of the
     Accepting Shareholders under the OPA shall be returned by the Trustee to
     the Settlor; and

     (d) provide for the return of the Trust Assets to Settlor upon the
     occurrence of any of the events described in Section 10(b) hereof.

3.   Appointment of Beneficiaries. Subject to Section 10(b) hereof, the
     Beneficiaries of this Trust and particularly of the Trust Assets shall
     be Settlor and the Accepting Shareholders as provided for herein.

4.   The Trust Amount. The "Trust Amount" initially shall be the aggregate
     amount of US$4,228,525.40, which represents the Holdback Fund retained
     from the purchase price of the shares subject to the OPA and given in
     trust, with irrevocable instructions as described in the form of
     instruction letter attached hereto as Exhibit A, to the Trustee by the
     Settlor.

5.   Appointment of the Trustee; Deposit of Trust Amount. Settlor hereby
     constitutes and appoints the Trustee as, and the Trustee hereby agrees
     to assume and perform the duties of, the trustee under and pursuant to
     this Trust Agreement. The Trustee acknowledges receipt of an executed
     copy of the Share Subscription Agreement and, as of the date hereof,
     of the Trust Amount from Settlor as provided in the Share Subscription
     Agreement. Trustee hereby accepts such appointment and agrees to hold,
     invest and disburse the Trust Amount in accordance with this Trust
     Agreement.

6.   The Trust Assets. The Trust Amount, all earnings accrued thereon in
     accordance with Section 7 hereof and any shares or other assets placed
     in trust in accordance with the terms of this Trust Agreement (the
     "TRUST ASSETS") shall be held by the Trustee, to be used as
     specifically provided in this Trust Agreement. Except as expressly
     provided in Section 13 hereof, the Trustee does not have any interest
     in the Trust Amount deposited hereunder or the Trust Assets but is
     serving as trustee only and having only possession thereof in that
     capacity.


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<PAGE>


7.   Investment of the Trust Assets; Taxes.

     (a)  Unless and until the Trustee receives written instructions from
          Settlor and the Representative as set forth below, the Trustee
          shall maintain the Trust Assets in an overnight account at Banco
          General, S.A., available for immediate use. As per written
          instructions of Settlor and the Representative delivered to the
          Trustee, the Trustee shall directly invest and reinvest the Trust
          Assets, in any of the following kinds of investments, or in any
          combination thereof:

          (i)  bonds or other obligations of, or guaranteed by, the
               government of the United States of America or any State
               thereof or the District of Columbia, or agencies of any of
               the foregoing, having maturities as agreed upon by Settlor
               and the Representative, such maturities not to extend beyond
               the date on which this Trust Agreement terminates in
               accordance with Section 10 hereof (the "TERMINATION DATE");

          (ii) commercial paper of United States issuers rated, at the time
               of the Trustee's investment therein or contractual
               commitment providing for such investment, at least P-1 by
               Moody's Investors Service, Inc. ("MOODY'S") and A-1 by
               Standard & Poor's Corporation ("S&P") and having maturities
               as agreed upon by Settlor and the Representative, such
               maturities not to extend beyond the Termination Date;

         (iii) demand or time deposits in, certificates of deposit of or
               bankers' acceptances issued by (A) Banco General, S.A. or a
               depository institution or trust company incorporated under
               the laws of Panama or the laws of the United States of
               America, any State thereof or the District of Columbia
               having a combined capital and surplus of US$10 billion, or
               (B) a Panamanian or United States branch office or agency of
               a foreign depository institution or trust company if, in any
               such case, the depository institution, trust company or
               office or agency is rated at least P-l by Moody's and A-1 by
               S&P (any such institution described in clause (A) or (B)
               being herein called a "PERMITTED BANK"), and having
               maturities as agreed upon by Settlor and the Representative,
               such maturities not to extend beyond the Termination Date;
               or

          (iv) such other investments as Settlor and the Representative
               shall jointly approve or direct in writing.

          The written instructions for the investment shall be given by
          Settlor and the Representative to the Trustee. The Trustee shall
          notify Settlor and the Representative the amount of funds
          available to invest in accordance with this Section 7(a).

     (b)  Each of the foregoing investments shall be made in the name of
          the Trustee in accordance with this Trust Agreement.
          Notwithstanding anything to the contrary contained herein, the
          Trustee may, without notice to Settlor or the Representative,


                                     3

<PAGE>


          sell or liquidate any of the foregoing investments at any time if
          the proceeds thereof are required for release of any portion of
          the Trust Assets permitted or required hereunder, and Trustee
          shall not be liable or responsible for any loss, cost or penalty
          resulting from any such sale or liquidation.

     (c)  The Trustee shall have no responsibility for any investment
          losses resulting from the investment, reinvestment or liquidation
          of the Trust Assets.

     (d)  Any interest or other income received on such investment and
          reinvestment of the Trust Assets shall become part of the Trust
          Assets.

     (e)  All taxes (except for income taxes of the Trustee arising from
          the Fees (as defined below)), if any, in respect of the Trust
          Assets shall be allocable among the parties as set forth in
          Section 13 hereof. 8. Claims Against the Trust Assets. The Trust
          Assets shall be used solely for payment of any action, cost,
          damage, disbursement, expense, fine, fee, liability, loss,
          deficiency, obligation, penalty or settlement of any nature,
          including but not limited to, interest or other carrying costs,
          penalties, legal, accounting and other professional fees and
          expenses incurred in the investigation, collection, prosecution
          and defense of claims, whether in litigation or other proceedings
          or with respect to any action, and amounts paid in settlement
          that may be imposed on or otherwise incurred or suffered,
          directly or indirectly, by any of Settlor, its subsidiaries or
          any of their respective officers, directors, employees, agents or
          representatives and that arise in connection with any breach of,
          or inaccuracy in, any of the representations, warranties or
          covenants made by Settlor, or made or confirmed by the Accepting
          Shareholders, in the Share Subscription Agreement or Tender Offer
          Documents (a "LOSS").

          8.1  Claim for Loss

          (a)  If at any time prior to the Final Termination Date (as
               defined below), Settlor determines that any of Settlor, its
               subsidiaries or any of their respective officers, directors,
               employees, agents or representatives has suffered a Loss, or
               is reasonably likely to suffer a Loss, Settlor shall deliver
               to Representative a notice summarizing in reasonable detail
               the nature and amount of the Loss. If the amount of a Loss
               is not yet certain on the date of such notice, Settlor shall
               provide a good faith estimate of the maximum Loss likely to
               be incurred. The Loss specified or estimated in such notice
               shall be referred to herein as the "Owed Amount".

          (b)  Concurrently with the delivery of any notice by Settlor to
               the Representative of a Loss pursuant to Section 8.1(a)
               above, Settlor will deliver to the Trustee a certificate in
               substantially the form of Exhibit B attached hereto (a
               "CERTIFICATE OF INSTRUCTION"). The Trustee shall give
               written notice to the Representative of its receipt of a
               Certificate of Instruction not later than two business days
               following receipt thereof, together with a copy of such
               Certificate of Instruction.


                                     4


<PAGE>


          (c)  If Representative objects to any claim of Settlor reflected
               in a Certificate of Instruction, Representative shall notify
               Settlor, and Settlor and Representative shall promptly
               review the claim together and attempt to address
               Representative's objections. If, within 15 days following
               Settlor's delivery of the Certificate of Instruction to the
               Trustee (the "CONCILIATION PERIOD"), Settlor and
               Representative agree that Settlor's claim as reflected in
               the Certificate of Instruction should be modified, Settlor
               and Representative shall execute jointly and deliver to the
               Trustee a Resolution Certificate in substantially the form
               attached as Exhibit C.

          (d)  If, within the Conciliation Period, the Trustee receives a
               Resolution Certificate signed by both Settlor and
               Representative, it shall promptly pay over to Settlor from
               the Trust Assets, by wire transfer of immediately available
               funds to a bank account of Settlor's designation, the Owed
               Amount set forth in the Resolution Certificate. If Trustee
               does not receive a Resolution Certificate signed by both
               Settlor and Representative before expiration of the
               Conciliation Period, the Trustee shall, notwithstanding any
               objection by Representative or any other party, promptly
               upon expiration of the Conciliation Period pay over to
               Settlor from the Trust Assets, by wire transfer of
               immediately available funds to a bank account of Settlor's
               designation, the Owed Amount set forth in the Certificate of
               Instruction from the Trust Assets. Such obligation of the
               Trustee shall be absolute and unconditional.

          (e)  If the Representative should dispute or object to the Loss
               claimed by Settlor in the notice to Representative given
               pursuant to Section 8.1(a) or in the Certificate of
               Instruction, and Settlor has not agreed during the
               Conciliation Period to modify its claim by executing a
               Resolution Certificate, Representative shall have no right
               to object to or prevent the disbursement of funds to Settlor
               by the Trustee pursuant to Section 8.1(d). The
               Representative's sole recourse shall be to commence an
               arbitration action against Settlor pursuant to Section 29
               hereof to reclaim the amounts paid over to Settlor by
               Trustee pursuant to the Certificate of Instruction. If,
               following any disbursement from the Trust Assets to Settlor
               pursuant to this Section 8.1, the actual amount of an
               estimated Loss is finally determined by Settlor to be less
               than the Owed Amount specified with respect to such Loss and
               paid to Settlor, Settlor shall within ten (10) business days
               remit to Representative the amount by which the Owed Amount
               exceeded such actual Loss plus interest at a rate equal to
               the annual rate of return of the Trust Assets for the period
               of time during which Settlor held the excess funds or, for
               any period of time after the Trust Assets have been fully
               disbursed, a rate of five percent (5%) per annum.

          8.2  Notwithstanding anything in this Section 8 to the contrary,
               (i) the Trustee shall not be required to make any payments
               to Settlor for any Loss if all amounts in the Trust Assets
               have been released or otherwise previously distributed and
               (ii) Settlor shall have no right to claim a Loss hereunder
               prior to the earlier of (A) the date of the closing of the
               OPA and (B) December 31, 2002.


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<PAGE>


9.   Release of Trust Assets.

     (a)  Promptly after the expiration of the relevant acceptance period
          of the OPA as set forth in the Tender Offer Documents (the
          "ACCEPTANCE TERMINATION DATE"), the Trustee will release and pay
          to Settlor by wire transfer in immediately available funds (or
          through such alternative method as Settlor may instruct the
          Trustee), the balance of the Trust Assets not to be retained on
          behalf of the Accepting Shareholders.

     (b)  Fifty-three and one-third percent (53.33%) of the Trust Assets
          will be held by the Trustee for the recovery of Losses until the
          date which is thirty-six (36) months after the earlier of (A) the
          date of the closing of the OPA and (B) December 31, 2002 and (ii)
          forty-six and two-thirds percent (46.67%) of the Trust Assets
          will be held by the Trustee for the recovery of Losses until the
          date on which the lawsuit filed by Refrescos Nacionales, S.A.
          against Coca Cola and its subsidiaries Ventas y Mercadeo, S.A.
          and Direccion y Administracion de Empresas, S.A. for alleged
          antitrust practices is settled or is the subject of a final,
          non-appealable judgment (the earlier of the dates described in
          clauses (i) and (ii) shall be referred to herein as the "INITIAL
          TERMINATION DATE" and the later of such dates, the "FINAL
          TERMINATION DATE"); provided, however, that such lawsuit shall
          not be settled without the consent of the Representative, such
          consent not to be unreasonably withheld, and any dispute relating
          to the granting or withholding of such consent shall be governed
          by Section 29 hereof; provided further, if any claims for Losses
          are pending as of the Initial Termination Date or the Final
          Termination Date, as the case may be, then such date shall be
          extended to such time as all such claims have been fully
          satisfied or otherwise disposed.

10.  Termination.

     (a)  Subject to Section 10(b), this Trust Agreement, and all
          obligations of the Trustee hereunder shall terminate on the
          earliest of: (i) the Final Termination Date, (ii) such earlier
          date on which all of the Trust Assets shall have been disbursed
          in accordance with the terms of this Trust Agreement, or (iii)
          the date on which CAB and Representative jointly notify the
          Trustee in writing of their intent to terminate the Trust
          Agreement, subject to the Trustee's consent (such consent not to
          be unreasonably withheld). In connection with termination of this
          Trust Agreement in accordance with this Section 10(a), upon
          payment of all Fees due to the Trustee, the Trust Assets then
          held hereunder shall be distributed pro rata for the benefit of
          the Accepting Shareholders, based upon the amount of shares
          tendered by each such Accepting Shareholder in the acceptance of
          the OPA. For that purpose, Banco General, S.A. or another
          qualified financial institution appointed by Settlor to serve as
          the paying agent of the OPA (the "PAYING AGENT") shall certify
          (the "PAYING AGENT CERTIFICATION") to the Trustee the number of
          shares that each such Accepting Shareholder has tendered and sold
          and the aggregate amount to be paid to each such Accepting
          Shareholder (the "CERTIFIED AMOUNT") pursuant to the Tender Offer
          Documents. Promptly after


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<PAGE>


          the Acceptance Termination Date and receipt of the Paying Agent
          Certification, the Trustee shall deliver the Certified Amount to
          the Paying Agent.

     (b)  If Settlor exercises its rights of rescission under Section
          5.9(a) of the Share Subscription Agreement, then (a) Settlor (if
          such exercise shall occur during the Unconditional Period (as
          defined in the Share Subscription Agreement)) or Settlor and
          Representative jointly (if such exercise shall not occur during
          the Unconditional Period) shall send notice of such exercise to
          the Trustee in the form attached as Exhibit D-1 or Exhibit D-2
          hereto, as the case may be, (b) the Trustee shall deliver to
          Settlor all of the Trust Assets (net of Fees due to the Trustee)
          by wire transfer in immediately available funds and (c) this
          Trust Agreement and all obligations of the Trustee hereunder
          shall terminate

11.  Duties and Obligations of the Trustee. The duties and obligations of
     the Trustee shall be limited to and determined solely by the
     provisions of this Trust Agreement and the certificates delivered in
     accordance herewith, and the Trustee is not charged with knowledge of
     or any duties or responsibilities in respect of any other agreement or
     document. In furtherance and not in limitation of the foregoing:

     (a)  The Trustee shall not be liable for any loss of interest or
          earnings sustained as a result of investments made hereunder in
          accordance with the terms hereof, including any liquidation of
          any investment of the Trust Assets prior to its maturity effected
          in order to make a payment required by the terms of this Trust
          Agreement;

     (b)  The Trustee shall be fully protected in relying in good faith
          upon any written certification, instruction, notice, direction,
          request, waiver, consent, receipt or other document that the
          Trustee reasonably believes to be genuine and duly authorized,
          executed and delivered;

     (c)  The Trustee shall not be liable for any error of judgment, or for
          any act done or omitted by it, or for any mistake in fact or law,
          or for anything that it may do or refrain from doing in
          connection herewith; provided, however, that notwithstanding any
          other provision in this Trust Agreement, the Trustee shall be
          liable for its willful misconduct or gross negligence;

     (d)  The Trustee may seek the advice of legal counsel selected with
          reasonable care (provided that the selection of such legal
          counsel shall require Settlor's prior written consent, such
          consent not to be unreasonably withheld) in the event of any
          dispute or question as to the construction of any of the
          provisions of this Trust Agreement or its duties hereunder, and
          it shall incur no liability and shall be fully protected in
          respect of any action taken, omitted or suffered by it in good
          faith in accordance with the opinion of such counsel;

     (e)  In the event that the Trustee shall in any instance, after
          seeking the advice of legal counsel pursuant to the immediately
          preceding clause, in good faith be uncertain as to its duties or
          rights hereunder, it shall be entitled to refrain from taking any


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<PAGE>


          action in that instance and its sole obligation, in addition to
          those of its duties hereunder as to which there is no such
          uncertainty, shall be to keep the property affected by such
          uncertainty safely held in trust until it shall be directed
          otherwise in writing by Settlor and the Representative; provided,
          however, in the event that the Trustee has not received such
          written direction within thirty (30) days after requesting the
          same, it shall have the right to submit the issue to arbitration
          in accordance with Section 29 hereof; and

     (f)  The Trustee may execute any of its powers or responsibilities
          hereunder and exercise any rights hereunder either directly or by
          or through agents or attorneys selected with reasonable care.
          Nothing in this Trust Agreement shall be deemed to impose upon
          the Trustee any duty to qualify to do business or to act as
          fiduciary or otherwise in any jurisdiction other than the
          Republic of Panama and the Trustee shall not be responsible for
          and shall not be under a duty to examine into or pass upon the
          validity, binding effect, execution or sufficiency of this Trust
          Agreement or of any agreement amendatory or supplemental hereto.

     (g)  The Trustee shall issue, or shall cause a financial institution
          (including Banco General, S.A.) to issue, a letter or a bank
          guarantee confirming the availability of sufficient funds to
          settle the obligations derived from the OPA, as required by
          applicable securities legislation of the Republic of Panama.

12.  Cooperation. Settlor and Representative shall provide to the Trustee
     all instruments and documents within their respective powers to
     provide that are necessary for the Trustee to perform its duties and
     responsibilities hereunder.

13.  Fees and Expenses; Indemnity.

     (a)  Notwithstanding anything in this Section 13 to the contrary, the
          Trustee is authorized to deduct from earnings on the Trust Amount
          an acceptance fee of $10,000, and an annual fee of $15,000, both
          payable upon execution of this Trust Agreement. The annual fee
          will be payable thereafter on each anniversary of the execution
          of this Trust Agreement. The Trustee will charge a fee of $4 per
          check for payments to the Beneficiaries (as set forth in Section
          3 hereof) and Settlor upon liquidation of the Trust. The Trustee
          also shall be entitled to receive reasonable and customary
          out-of-pocket expenses incurred in connection with the
          performance of its duties hereunder. The fees, costs and expenses
          described in this Section 13(a) shall be referred to herein as
          "FEES".

     (b)  The Trustee is authorized to, and may disburse to itself from the
          earnings on the Trust Amount, from time to time, the amount of
          any Fees due and payable to it hereunder. If for any reason such
          earnings are insufficient to cover such Fees, Settlor shall pay
          within the following thirty (30) days such amounts to make up
          such shortfall to Trustee upon the presentation of an itemized
          invoice. The Trustee shall notify Settlor and Representative of
          any disbursement from the Trust Assets to itself in respect of
          any Fees under any provision of this Trust Agreement


                                     8


<PAGE>


          and shall furnish to Settlor and Representative copies of all
          related invoices and other statements.

     (c)  Prior to the consummation or termination of the OPA, Settlor
          shall be liable for and shall reimburse and indemnify Trustee
          (and any predecessor Trustee) and hold Trustee harmless from and
          against one-half (1/2) of any and all claims, losses, actions,
          liabilities, costs, damages or expenses (including reasonable
          attorneys' fees and expenses) arising from or in connection with
          Trustee's administration of, or performance of duties and
          obligations pursuant to, this Trust Agreement; provided, however,
          that notwithstanding the foregoing, Settlor shall not be required
          to indemnify the Trustee for any such claims, losses, actions,
          liabilities, costs, damages or expenses caused by its own gross
          negligence or own willful misconduct. In addition, when the
          Trustee acts on any information, instructions or communications
          (including, but not limited to, communications with respect to
          the delivery of securities or the wire transfer of funds) sent by
          telephone, telex or facsimile, the Trustee, absent gross
          negligence or willful misconduct, shall not be responsible or
          liable in the event such communication is not an authorized or
          authentic communication or is not in the form Settlor sent or
          intended to send (whether due to fraud, distortion or otherwise).
          The Trustee shall have the right to offset an amount equal to
          one-half (1/2) of any indemnifiable claims, losses, actions,
          liabilities, costs, damages or expenses described above against
          the Trust Assets.

     (d)  After consummation or termination of the OPA, Settlor shall be
          liable for one hundred percent (100%) of all indemnifiable
          claims, losses, actions, liabilities, costs, damages or expenses
          described in Section 13(c) above and the Trustee will have no
          right to offset any amount thereof against the Trust Assets.

     (e)  Notwithstanding anything in this Section 13 to the contrary, all
          of Settlor's compensation, reimbursement and indemnification
          obligations set forth in this Section 13 shall be payable by
          Settlor upon demand by the Trustee, and the failure of Settlor to
          fund such obligations shall give rise to the right of the Trustee
          to offset any such unpaid amounts against payments otherwise due
          to Settlor pursuant to this Trust Agreement. The obligations of
          Settlor under this Section 13 shall survive any termination of
          this Trust Agreement and the resignation or removal of Trustee.

14.  Resignation and Removal of the Trustee.

     (a)  The Trustee may resign as such thirty (30) calendar days
          following the giving of written notice thereof to Settlor and
          Representative. In addition, the Trustee may be removed and
          replaced on a date designated in a written instrument signed by
          Settlor and Representative and delivered to the Trustee. In the
          case of either such resignation or removal, Settlor and the
          Representative jointly shall appoint a branch or affiliate
          located in the Republic of Panama of one of HSBC, BNP Paribas or
          Citibank, N.A. as the successor Trustee. Notwithstanding the
          foregoing, no such resignation or removal shall be effective
          until a successor


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<PAGE>


          Trustee has acknowledged its appointment as such as provided in
          Section 14(c). In either event, upon the effective date of such
          resignation or removal, the Trustee shall deliver the property
          comprising the Trust Assets (net of any Fees due to the Trustee)
          to such successor Trustee, together with such records maintained
          by the Trustee in connection with its duties hereunder and other
          information with respect to the Trust Assets as such successor
          may reasonably request.

     (b)  If a successor Trustee shall not have acknowledged its
          appointment as such as provided in Section 14(c), in the case of
          a resignation, prior to the expiration of thirty (30) calendar
          days following the date of a notice of resignation or, in the
          case of a removal, on the date designated for the Trustee's
          removal, as the case may be, because Settlor and Representative
          are unable to agree on a successor Trustee, or for any other
          reason, the successor Trustee shall be appointed from the first
          of HSBC, BNP Paribas and Citibank, N.A. (in such order) to
          acknowledge its appointment as such, and such appointment shall
          be binding upon all of the parties to this Trust Agreement.

     (c)  Upon written acknowledgment by a successor Trustee appointed in
          accordance with the foregoing provisions of this Section 14 of
          its agreement to serve as Trustee hereunder and the receipt of
          the property then comprising the Trust Assets, the Trustee shall
          be fully released and relieved of all duties, responsibilities
          and obligations under this Trust Agreement, subject to the
          provision contained in Section 11(c) and such successor Trustee
          shall for all purposes hereof be the Trustee.

15.  Notices.

     Any notices or another communication under this Trust Agreement, must
be given in writing and be (a) delivered to the address indicated
hereinafter; (b) transmitted by facsimile, provided that any notice given
in this form must also be sent by mail as provided in clause (c); or (c)
sent by mail with 48 hour delivery (courier), or by certified or registered
mail, postage paid and receipt confirmation requested as follows:

If to Settlor, addressed to:

CA BEVERAGES, INC.
c/o TAPIA, LINARES & ALFARO
P.O. Box 7412
Edificio Plaza 2000, 4th Floor
Avenida Gral. Nicanor A. de Obarrio (Calle 50)
Panama, Republic of Panama
Attn:  Eloy Alfaro / Mario E. Correa
Facsimile: (507) 263-5305

with copies (which shall not constitute notice) to:


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<PAGE>


HEINEKEN INTERNATIONAL B.V.
Tweede Weteringplantsoen 21
P.O. Box 28, 1000 AA
Amsterdam, Netherlands
Attn: Rene Hooft Graafland
Facsimile: +31-20-523-9790

PANAMCO L.L.C.
701 Waterford Way
Suite 800
Miami, FL  33126
Attn:  General Counsel
Facsimile:  (786) 388-8191

FABREGA BARSALLO MOLINO & MULINO
Omega Bldg., M Floor
Samuel Lewis Ave. & 53rd St.
P.O. Box 4493, Panama 5, Rep. of Panama
Attn: Juan Pablo Fabrega/Jose Raul Mulino
Facsimile: (507) 263-6983

and

TAPIA, LINARES & ALFARO
P.O. Box 7412
Edificio Plaza 2000, 4th Floor
Avenida Gral. Nicanor A. de Obarrio (Calle 50)
Panama, Republic of Panama
Attn: Eloy Alfaro / Mario E. Correa
Facsimile: (507) 263-5305

If to the Trustee, to:

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier
Facsimile:  507-265-0291

If to the Representative, to:

FUNDACION PRO ACCIONISTAS MINORITARIOS DE COCA COLA DE PANAMA Y
CERVECERIAS BARU-PANAMA
c/o Arias, Fabrega & Fabrega
Apartado 6307, Zona 5
Calle 50 y Calle 53, Marbella
Edificio PH 2000, Piso 16


                                    11


<PAGE>


Panama, Republic of Panama
Attn: Alvaro Arias and Roberto R. Vallarino C., c/o Francisco Arias G.
Facsimile: 507-205-7001

with a copy (which shall not constitute notice) to:
ARIAS, FABREGA & FABREGA
Apartado 6307, Zona 5
Calle 50 y Calle 53, Marbella
Edificio PH 2000, Piso 16
Panama, Republic of Panama
Attn: Francisco Arias G.
Facsimile: 507-205-7001

or to any other address or to any other person that any party has appointed
in last instance through a notice to the other party. Each one of the
referred notices or communications will be effective (i) if given by
facsimile, when transmitted to the corresponding number specified in (or
according to) this Section 15 and the sender device confirms sending and
receipt; (ii) if sent by 48 hour delivery mail, two (2) working days and,
if sent by certified or registered mail, seven (7) working days after
placed in the mail with first class postage paid, addressed as previously
explained; or (iii) if issued by any other means, when actually received at
the address mentioned.

16.  Bankruptcy of Settlor. In the event that there shall be filed by or
     against the Settlor in any court pursuant to the bankruptcy laws of
     Panama or any other similar foreign, federal or state law providing
     for bankruptcy, insolvency, receivership or protection from creditors
     (collectively, the "BANKRUPTCY LAWS"), a petition in bankruptcy or
     insolvency or for reorganization or for the appointment of a receiver
     or trustee of all or a portion of the assets of Settlor, Settlor will
     be deemed to have waived, and therefore will not assert, any and all
     rights, remedies and recourses under the Bankruptcy Laws with respect
     to the Trust Assets, and the Trust Assets shall continue to be
     administered pursuant to the terms of this Trust Agreement,
     irrespective of such filing.

17.  Severability. To the extent any provision of this Trust Agreement is
     prohibited by or invalid under applicable law, such provision shall be
     ineffective to the extent of such prohibition or invalidity, without
     invalidating the remainder of such provision or the remaining
     provisions of this Trust Agreement.

18.  Amendments, etc. This Trust Agreement may be amended or modified, and
     any of the terms hereof may be waived, only by a written instrument
     duly executed by or on behalf of all of the parties hereto. No waiver
     by any party of any term or condition contained in this Trust
     Agreement, in any one or more instances, shall be deemed to be or
     construed as a waiver of the same or any other term or condition of
     this Trust Agreement on any future occasion.

19.  Entire Agreement. This Trust Agreement constitutes the entire
     agreement between the parties relating to the holding, investment and
     disbursement of the Trust Assets and administration of the Trust
     Assets and sets forth in their entirety the obligations and duties of
     Trustee with respect to the Trust Assets; provided that any
     capitalized terms


                                    12


<PAGE>


     used but not defined herein shall have the meaning assigned to such
     terms in the Share Subscription Agreement.

20.  Binding Effect. All of the terms of this Trust Agreement, as amended
     from time to time, shall be binding upon, inure to the benefit of and
     be enforceable by the parties hereto, and their respective heirs,
     executors, administrators, successors and assigns.

21.  Representations and Warranties. Settlor and Representative each hereby
     represent and warrant (a) that this Trust Agreement has been duly
     authorized, executed and delivered on its behalf and constitutes its
     legal, valid and binding obligation and (b) that the execution,
     delivery and performance of this Trust Agreement by Settlor and
     Representative do not and will not violate any applicable law or
     regulation.

22.  Assignments. No party may assign any of its rights or obligations
     under this Trust Agreement without the prior written consent of the
     other parties, provided that no such consent shall be required for any
     such assignment by Settlor to any of the Sponsors (as defined in the
     Share Subscription Agreement) or any direct or indirect subsidiary of
     the Sponsors.

23.  Execution in Counterparts; Facsimile Signatures. This Trust Agreement
     may be executed in two or more counterparts, which when so executed
     shall constitute one and the same agreement or direction. Facsimile
     signatures shall be treated as originals

24.  Governing Law. This Trust Agreement, the legal relations between the
     parties and any action, whether contractual or non-contractual,
     instituted by any party with respect to matters arising under or
     growing out of or in connection with or in respect of this Trust
     Agreement shall be governed and construed in accordance with the laws
     of the Republic of Panama without regard to conflicts of law or
     private international law rules.

25.  Domicile The parties choose as domicile for the Trust the city of
     Panama, Republic of Panama.

26.  Business Day. For all purposes of this Trust Agreement, the term
     "business day" shall mean a day other than Saturday, Sunday or any day
     on which banks located in the Republic of Panama are authorized or
     obligated to close.

27.  Headings. The headings used in this Trust Agreement have been inserted
     for convenience of reference only and do not define or limit the
     provisions hereof.

28.  Resident Agent of the Trust. In compliance with Section 9 of article
     9, of Law No. 1 of 1984, the law firm Fabrega Barsallo Molino &
     Mulino, Omega Bldg., M Floor, Samuel Lewis Ave. & 53rd St., P.O. Box
     4493, Panama 5, Rep. of Panama, is hereby appointed as the Resident
     Agent for this Trust.

29.  Arbitration. Any controversy, dispute or claim between the parties
     arising out of or related to this Trust Agreement, or the breach
     hereof, shall be finally settled under the Rules of Arbitration of the
     International Chamber of Commerce ("ICC"). The dispute shall be
     referred to arbitration before a panel of three arbitrators, one of
     whom shall be selected by Settlor, one of whom shall be


                                    13


<PAGE>


     selected by Representative and the remaining arbitrator to be mutually
     selected by the other two arbitrators, provided that if the amount in
     controversy is less than US$250,000, there shall be one arbitrator
     appointed as provided in the rules of the ICC. Each arbitrator shall
     be fully bi-lingual in English and Spanish and is qualified to
     practice law in a civil law jurisdiction. Any such arbitration shall
     be conducted in Panama City, Republic of Panama. The arbitrators shall
     have the power to decide on its own subject matter jurisdiction. The
     award rendered by the arbitrator(s) shall be at law (and not in
     equity), shall be subject to the limitations on liability provided in
     this Trust Agreement and shall be final, and judgment may be entered
     upon it in accordance with law in any court having jurisdiction
     thereof. The parties waive, to the fullest extent permitted by
     applicable law, and agree not to invoke or exercise, any rights to
     appeal, review or impugn such decision or award by any court or
     tribunal. Any party shall be entitled to seek interim measures of
     protection in the form of pre-award attachment of assets or injunctive
     relief. It is understood and agreed that money damages would not be a
     sufficient remedy for any breach of this Trust Agreement and that the
     parties hereto shall be entitled to specific performance and
     injunctive or other equitable relief as a remedy for any such breach
     and the parties further agree to waive any requirement for the
     security or posting of any bond in connection with such remedy. Such
     remedy shall not be deemed to be the exclusive remedy for breach of
     this Trust Agreement but shall be in addition to all other remedies
     available at law or equity to Settlor. At any hearing of oral
     evidence, each party shall have the right to present and examine its
     witnesses and to cross-examine the witnesses of the other party and
     each party shall have the right to conduct reasonable discovery of the
     other party.

30.  Language. This Trust Agreement has been negotiated and executed in
     English. The parties acknowledge that a translation into Spanish may
     be required for purposes of filings with governmental authorities; in
     such case, the parties shall agree on Spanish translation by
     initialing the same. The parties agree that, in case of conflict
     between the English and Spanish translations of this Trust Agreement,
     the English version shall govern.

31.  No Third Party Beneficiaries. Notwithstanding anything herein to the
     contrary, this Trust Agreement is not intended to confer upon any
     person other than the parties hereto any rights or remedies hereunder.


                                    14


<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be executed in New York, New York, USA, as of the date first
above written.

                                        "SETTLOR"


                                        CA BEVERAGES, INC.


                                        By:
                                            /s/ Han de Goederen
                                            -----------------------------------
                                            Name:  Han de Goederen
                                            Title: President


                                        "TRUSTEE"


                                        BANCO GENERAL, S.A.


                                        By:
                                            /s/ Jean-Pierre Leignadier
                                            -----------------------------------
                                            Name:  Jean-Pierre Leignadier
                                            Title: Attorney-in-Fact


                                        "REPRESENTATIVE"


                                        FUNDACION PRO ACCIONISTAS MINORITARIOS
                                        DE COCA COLA DE PANAMA Y CERVECERIAS
                                        BARU-PANAMA

                                        By: /s/ Alvaro Arias
                                            -----------------------------------
                                            Name:  Alvaro Arias
                                            Title: Authorized Representative


                                        By:
                                            /s/ Roberto Ramon Vallarino Cox
                                            -----------------------------------
                                            Name:  Roberto Ramon Vallarino Cox
                                            Title: Authorized Representative


<PAGE>



                                        FABREGA BARSALLO MOLINO & MULINO,
                                        as Resident Agent of the Trust Agreement



                                        By:
                                             /s/ Juan Pablo Fabrega
                                             ----------------------------------
                                             Name: Juan Pablo Fabrega


<PAGE>


                                 EXHIBIT A

                         FORM OF INSTRUCTION LETTER

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned CA Beverages, Inc. (the "Settlor"), pursuant to the
Trust Agreement - CBP Holdback Trust, dated as of October 2, 2002, among
Settlor, Fundacion Pro Accionistas Minoritarios de Coca Cola de Panama y
Cervecerias Baru-Panama, as Representative, and you (terms defined in said
Trust Agreement have the same meanings when used herein), hereby
irrevocably instructs you to credit the funds in the sum of
US$________________, transferred to you via wire transfer to the account of
Banco General, S.A. at Citibank, N.A. in New York, New York, USA, account
number 10951934, with value today, to the trust in accordance with the
terms of said Trust Agreement.

                                          CA BEVERAGES, INC.

                                          By:__________________________________
                                          Name:________________________________
                                          Title:_______________________________


<PAGE>



                                 EXHIBIT B

                         CERTIFICATE OF INSTRUCTION

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA Beverages, Inc. (the "Settlor"), pursuant to
Section 8.1(b) of the Trust Agreement - CBP Holdback Trust, dated as of
October 2, 2002, among Settlor, Fundacion Pro Accionistas Minoritarios de
Coca Cola de Panama y Cervecerias Baru-Panama, as Representative (the
"Representative"), and you (terms defined in said Trust Agreement have the
same meanings when used herein), hereby:

     (a)  certifies that (i) Settlor has sent to the Representative a
          notice of Loss under Section 8.1(a) of the Trust Agreement, a
          copy of which is attached hereto, and (ii) the amount of
          $________________________ (the "Owed Amount") is payable to
          Settlor by reason of the matter described in such notice to
          Representative; and

     (b)  instructs you to pay to Settlor from the Trust Assets in
          accordance with the terms of Section 8.1(d) of the Trust
          Agreement the Owed Amount, by wire transfer of immediately
          available funds to Settlor's account at ________________________,
          ________________________, ______________, ______________ (Account
          No.________________________).



                                           CA BEVERAGES, INC.



                                           By:_________________________________
                                           Name:_______________________________
                                           Title:______________________________

Dated:  __________, _____



<PAGE>



                                 EXHIBIT C

                           RESOLUTION CERTIFICATE

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA Beverages, Inc. (the "Settlor"), and Fundacion Pro
Accionistas Minoritarios de Coca Cola de Panama y Cervecerias Baru-Panama,
as Representative (the "Representative"), pursuant to Section 8.1(c) of the
Trust Agreement - CBP Holdback Trust, dated as of October 2, 2002, among
Settlor, the Representative and you (terms defined in said Trust Agreement
have the same meanings when used herein), hereby:

     (a)  certify that Settlor and Representative have, after further
          discussion of the matter described in the Certificate of
          Instruction dated ____________________ agreed upon an Owed Amount
          different from the amount specified in the Certificate of
          Instruction. Accordingly, the final Owed Amount with respect to
          the matter described in such Certificate is $______________;

     (b)  instruct you to pay to Settlor from the Trust Assets the final
          Owed Amount referred to in paragraph (a) above, by wire transfer
          of immediately available funds to Settlor's account at
          _______________, _______________, (Account No.: _____), within
          two business days of your receipt of this Certificate; and

     (c)  agree that the Owed Amount designated in such Certificate of
          Instruction, to the extent, if any, it exceeds the final Owed
          Amount referred to in paragraph (a) above, shall be deemed not
          payable to Settlor and such Certificate of Instruction is hereby
          cancelled.

                                           CA BEVERAGES, INC.



                                           By:_________________________________
                                           Name:_______________________________
                                                       [Please Print]


<PAGE>


                                           FUNDACION PRO ACCIONISTAS
                                           MINORITARIOS DE COCA COLA DE
                                           PANAMA Y CERVECERIAS BARU-PANAMA



                                           By:_________________________________
                                           Name:_______________________________
                                                          [Please Print]


<PAGE>


                                EXHIBIT D-1

                        NOTICE OF EARLY TERMINATION


To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA BEVERAGES, INC. (the "Settlor"), pursuant to
Section 10 of the Trust Agreement - CBP Holdback Trust, dated as of October
2, 2002, among the Settlor, Fundacion Pro Accionistas Minoritarios de Coca
Cola de Panama y Cervecerias Baru-Panama, as Representative (the
"Representative"), and you (terms defined in said Trust Agreement have the
same meanings when used herein), hereby:

     (a) certifies that Settlor has exercised its option under Section 5.9 of
     the Share Subscription Agreement during the Unconditional Period (as
     defined therein) to rescind the sale of the Shares;

     (b) irrevocably instructs you to pay to Settlor the full amount of the
     Trust Assets as full consideration for the repurchase of the Shares in
     accordance with the terms of Section 5.9 of the Share Subscription
     Agreement, by wire transfer of immediately available funds to Settlor's
     account at ________________________, ________________________,
     ______________, ______________ (Account No.________________________); and

     (c) encloses a copy of (i) the Notice of Early Termination delivered
     pursuant to Section 10 of the Trust Agreement - CBP OPA Trust, dated as
     of October 2, 2002 among the Settlor, the Representative and you and (ii)
     the certificate representing the Shares duly endorsed by us in blank.


                                          CA BEVERAGES, INC.


                                          By:__________________________________
                                          Name:________________________________
                                          Title:_______________________________

Dated:  __________, _____

        [a copy of this notice is to be remitted to Representative]



<PAGE>



                                EXHIBIT D-2

                        NOTICE OF EARLY TERMINATION

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA BEVERAGES, INC. (the "Settlor") and Fundacion Pro
Accionistas Minoritarios de Coca Cola de Panama y Cervecerias Baru-Panama,
as Representative (the "Representative"), pursuant to Section 10 of the
Trust Agreement - CBP Holdback Trust, dated as of October 2, 2002, among
the Settlor, Representative and you (terms defined in said Trust Agreement
have the same meanings when used herein), hereby:

     (a)  certify that Settlor, with the unanimous approval of all of the
          members of the Board of Directors of Coca Cola de Panama Compania
          Embotelladora, S.A. and the approval of Representative, has
          exercised its option under Section 5.9 of the Share Subscription
          Agreement outside of the Unconditional Period to rescind the sale
          of the Shares;

     (b)  irrevocably instruct you to pay to Settlor the full amount of the
          Trust Assets as full consideration for the repurchase of the
          Shares in accordance with the terms of Section 5.9 of the Share
          Subscription Agreement, by wire transfer of immediately available
          funds to Settlor's account at ________________________,
          ________________________, ______________, ______________ (Account
          No.________________________); and

     (c)  encloses a copy of (i) the Notice of Early Termination delivered
          pursuant to Section 10 of the Trust Agreement - CBP OPA Trust,
          dated as of October 2, 2002 among the Settlor, the Representative
          and you and (ii) the certificate representing the Shares duly
          endorsed by us in blank.

                                     CA BEVERAGES, INC.



                                      By:______________________________________
                                      Name:____________________________________
                                                   [Please Print]


<PAGE>



                                      FUNDACION PRO ACCIONISTAS MINORITARIOS
                                      DE COCA COLA DE PANAMA Y CERVECERIAS
                                      BARU-PANAMA



                                      By:______________________________________
                                      Name:____________________________________
                                                 [Please Print]




</TEXT>
</DOCUMENT>
