COCA COLA ENTERPRISES INC
GROWTH INCENTIVE PLAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>g75804ex10.txt
<DESCRIPTION>GROWTH INCENTIVE PLAN AGREEMENT
<TEXT>
<PAGE>
                                                                      EXHIBIT 10



April 15, 2002


Mr. John R. Alm
President, Chief Operating Officer
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, Georgia  30339

         Re:      Growth Initiative Program

Dear John:

As we have discussed, The Coca-Cola Company ("TCCC") and Coca-Cola Enterprises
Inc. ("CCE") (together, the "Parties") want to increase and maximize the
profitable sales in CCE territories of products bearing trademarks owned by or
licensed to TCCC (including brands owned by joint ventures or other entities in
which TCCC has a 50% or greater interest) (collectively, "TCCC Brands"). Our two
companies agree that the best approach is to work in a collaborative,
coordinated way so that both companies can succeed in accelerating profitable,
sustainable volume and share growth of TCCC Brands in CCE territories. This
letter sets out the key elements and principles of this collaborative
relationship.

As one aspect of our efforts, TCCC will, through the Growth Initiative Program
("Program") set forth below, provide funding to assist CCE in implementing
mutually agreed, profitable growth. As the Program set out in this letter
matures, the Parties agree that they will work together to try to find ways to
meet our objectives and to strengthen our long-term relationship in a balanced
fashion. Consistent with the relationship contemplated by this letter, each
management group will be outward proponents of the finest, best and most
collaborative relationship in the non-alcoholic beverages industry.

For so long as this agreement remains in effect, TCCC agrees to pay to CCE the
"Incentive Funding" in the amounts and manner specified below if CCE achieves
the indicated mutually agreed nonalcoholic beverage 192 ounce equivalent unit
case ("Unit Case") volume increase minimums, calculated on a comparable day
basis, for TCCC Brands.

UNIT CASE VOLUME GROWTH RATE TARGET MINIMUMS

In consideration for the Incentive Funding, CCE has agreed to annual Unit Case
volume growth minimums for calendar year 2002 versus prior year for TCCC Brands
of 3% in North America and 5% in Europe. The aggregate required volume growth in
North America and Europe shall be referred to as the "Annual Target Minimum".
Performance against the Annual Target Minimum shall be measured quarterly,
calculated on a comparable day basis, versus prior year quarters ("Quarterly
Target Minimum") as follows. The Quarterly Target Minimums in North America for
calendar year 2002 are 3% for Q1, 3% for Q2, 3%
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Mr. John R. Alm
April 15, 2002
Page 2

for Q3, and 3% for Q4. The Quarterly Target Minimums in Europe for calendar year
2002 are 5% for Q1, 5% for Q2, 5% for Q3, and 5% for Q4.

Annual and Quarterly Target Minimums will be reset every Program Year, as
follows. Beginning 2003, for each calendar year that this Program remains in
effect ("Program Year"), TCCC and CCE shall mutually agree upon the Program Base
Volume (defined as CCE's actual volume for TCCC Brands for the applicable prior
reporting period), Program Unit Case volume growth rates, and Annual and
Quarterly Target Minimum(s) for which the Incentive Funding will be earned and
paid under this Program. Our mutual expectation is that the Program Unit Case
volume growth rate in North America and Europe will be 80% of the respective
agreed annual budget plan Unit Case growth rates. Except as otherwise specified
in this agreement, no existing funding agreements shall be affected by this
Program; for example, base marketing funds will continue to be paid to support
mutually developed business plans to achieve mutually agreed to objectives, as a
part of the annual planning process.

Volume from brand conversions and trademark brands acquired by TCCC that, as of
the date of acquisition, are not distributed by CCE will be included in CCE's
actual volume for TCCC Brands during the first twelve months following
introduction by CCE in each applicable territory, and will contribute to Program
Unit Case volume growth in such territory beginning the thirteenth month after
such introduction, but not prior to that date. For trademark brands acquired by
TCCC that, as of the date of acquisition, are distributed by CCE in one or more
of its territories, volume for the applicable territory for the twelve month
period prior to the date of acquisition will be included in Program Base Volume
for such period, and volume from the acquired brand will contribute to Program
Unit Case volume growth for such territory beginning the date of acquisition.
Line extensions and new packaging of existing TCCC Brands in each applicable
territory will count toward Program Unit Case volume growth for such territory
from day one of launch. New trademark brands developed by TCCC and introduced by
CCE (i) in North America will contribute to Program Unit Case volume growth from
day one of launch, and (ii) in Europe will be included in CCE's actual volume
for TCCC Brands for the applicable territory during the first twelve months
following launch in such territory, and will contribute to Program Unit Case
volume growth for such territory beginning the thirteenth month after launch,
but not prior to that date.

INCENTIVE FUNDING

CCE has requested $150mm in funding support for 2002 and $250mm for 2003 and
thereafter. TCCC has agreed with CCE, for so long as this Program remains in
effect, to fund this need with a combination of annual (i) incremental funding
from TCCC, including Annual Cash Funding (set forth in Column "A" of the
following chart) and a one time increase of $30 million in Base SMF funding for
North America (which impacts annual Program Cash as set forth in Columns "B" and
"C"); and (ii) proceeds that accrue from mutually developed system savings
and/or new business system opportunities generated
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Mr. John R. Alm
April 15, 2002
Page 3

from certain mutually agreed North America strategic projects that become a part
of the system's strategic plan ("Project Proceeds" as set forth in Column "D"):

<TABLE>
<CAPTION>
                            A         +         B           =       C       +         D         =         E
-----------------------------------------------------------------------------------------------------------------
   Year                  Annual Cash      Increase in Base     Program Cash    Project Proceeds     Total Program
                           Funding           SMF Funding          Impact            Minimum            Funding
-----------------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                  <C>             <C>                  <C>
   2002                     $120mm              $30mm             $150mm           $     0             $150mm
   2003                     $220mm              $30mm             $250mm           $     0             $250mm
   2004                     $165mm              $30mm             $195mm            $ 55mm             $250mm
   2005                     $140mm              $30mm             $170mm            $ 80mm             $250mm
   2006                     $115mm              $30mm             $145mm            $105mm             $250mm
   2007                     $ 90mm              $30mm             $120mm            $130mm             $250mm
   2008                     $ 65mm              $30mm             $ 95mm            $155mm             $250mm
   2009 and any             $ 50mm              $30mm             $ 80mm            $170mm             $250mm
   subsequent
   Program Year
</TABLE>


MANAGEMENT ROUTINE, PROGRAM REVIEW, AND STEWARDSHIP OF PROJECT PROCEEDS

CCE and TCCC shall establish a planning and management routine and shall meet at
least once per month so long as the Program is in effect to review performance
and progress relative to pricing, funding, project results, and other Program
elements. During each Program Year, project results will be managed, and Project
Proceeds up to the Project Proceeds Minimum will be used to credit the CCE
Support Objectives listed above. Project Proceeds that exceed the Project
Proceeds Minimum will be split 50/50 between CCE and TCCC, and, as a guiding
principle, will be reinvested in incremental programs designed to accelerate
current and future growth. If Project Proceeds do not deliver the Project
Proceeds Minimum, and TCCC and CCE are satisfied with each other's fulfillment
of planned project activities and with the quality analysis of the actual
results, TCCC and CCE will split 50/50 the negative variance.

Because the funding listed above reflects a re-allocation of direct marketing
expense, CCE and TCCC agree that if the funding burden results in
under-allocation of media (for example), the parties will collaborate to try to
find the resources to fund a mutually agreed level of media investment.

PAYMENT AND RECONCILIATION OF ANNUAL CASH FUNDING

For each calendar quarter during a Program Year in which CCE achieves Unit Case
volume growth versus prior year quarter greater than or equal to the combined
Quarterly Target Minimums for North America and Europe ("Combined Quarterly
Target Minimum"), CCE
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Mr. John R. Alm
April 15, 2002
Page 4

shall earn 25% of the Annual Cash Funding indicated in Column A of the chart
above, which TCCC shall pay directly to CCE in U.S. dollars as follows.

TCCC shall advance to CCE, within thirty days of the beginning of each Program
Year quarter, 25% of the Annual Cash Funding amount. If CCE's Unit Case volume
growth versus prior year for such quarter is less than the Combined Quarterly
Target Minimum, TCCC shall deduct from the next quarter's advance one U.S.
dollar ($1.00) for each Unit Case comprising CCE's shortfall.

Following the close of the second, third and fourth calendar quarters during a
Program Year, TCCC shall also review CCE's cumulative YTD Unit Case volume
growth versus prior year in North America and Europe. If such growth is greater
than or equal to the cumulative Combined Quarterly Target Minimums for both
geographies as of such date, TCCC shall pay CCE any additional amount necessary
to cause CCE's cumulative Annual Cash Funding payments as of that date to equal,
in the case of Q2, 50% of the total applicable Annual Cash Funding; in the case
of Q3, 75% of the total applicable Annual Cash Funding; and, in the case of Q4,
100% of the total applicable Annual Cash Funding.

If CCE exceeds the Annual Target Minimum for any full Program Year, the number
of any Unit Cases by which CCE exceeds the annual volume growth minimum for
North America shall be applied to reduce the Unit Case base volume for that
geography for the immediately following Program Year, and the number of any Unit
Cases by which CCE exceeds the annual volume growth minimum for Europe shall be
applied to reduce the Unit Case base volume for that geography for the
immediately following Program Year.

If CCE's cumulative YTD Unit Case volume growth for any full Program Year is
less than the Annual Target Minimum for that year, CCE shall reimburse TCCC at
the rate of one U.S. dollar ($1.00) for each Unit Case comprising the shortfall,
not to exceed the applicable Annual Cash Funding amount set forth in Column "A"
of the chart above.

CONCENTRATE PRICING

TCCC has committed to a weighted average concentrate price increase of 1.5% for
2002 for CCE in North America and expects to manage concentrate price increases
in the 1% to 2% range until further notice. In the event that CCE, in order to
be competitive and grow share of the non-alcoholic beverage category, reasonably
determines that any wholesale price (net of CCE's CMA, CTM and customer specific
coupon expense) increases in North America need to be significantly lower than
the TCCC concentrate price increase for any given year, and both companies agree
that this is necessary and not solvable through other means, TCCC agrees to
evaluate its allocation of resources to provide mutually agreeable assistance.

Likewise, until further notice, TCCC has committed that its aggregate weighted
concentrate price increases to CCE for its territories in Europe will not exceed
CCE's aggregate weighted net wholesale price increases in such territories.
<PAGE>
Mr. John R. Alm
April 15, 2002
Page 5

OTHER PROGRAM ELEMENTS

Effective Q1 2002 in North America only, CCE and TCCC agree that all CTM
expense, except for such expense incurred in connection with the customers
identified on Attachment "A" hereto for which the current sharing relationship
will be maintained until further notice, will shift 100% to CCE. All expense
(and associated commission revenue) for local media in CCE's North America
territory will shift 100% to TCCC. For 2002 in North America only, Base SMF will
be calculated, on a per Unit Case basis, as the per case amount of 2001 SMF,
plus the per case equivalent (based on 2001 volume) of the one-time $30 million
increase in Base SMF funding provided for under this agreement, plus the per
case CTM expenses transferred from TCCC to CCE, minus the per case amount of the
local media expense (net of commissions) transferred by CCE to TCCC, times the
concentrate price increase amount (e.g., 1.015 for Master Bottle Contract
Bottlers in 2002). For any subsequent Program Years, Base SMF will be
calculated, on a per Unit Case basis, as the prior years Base SMF times the
concentrate price increase amount CTM for non-CCE bottlers will continue to be
administered (facilitated) as needed by CCNA.

CCE agrees as it regards its territories outside of the European Economic Area,
that TCCC (and/or any joint ventures/partnerships in which TCCC participates)
will be the principal brand companies for CCE. TCCC likewise agrees that CCE
will be the principal operating company in its geographies for TCCC. We will
document in writing, prior to April 30, 2002, the non-TCCC brands that CCE
distributes in North America. We will complete negotiations regarding launch
plans for agreed conversions in North America no later than, May 31, 2002. We
will also document in writing by the same date the circumstances under which
TCCC shall use alternate distribution in North America.

CCE and TCCC must agree to annual marketing plans for all applicable geographies
and major customers, including TCCC led marketing strategies and plans
(including Brand, media (CAP), Presence and In-Store marketing plans, including
brand building POS plans and investment levels) and CCE led operational and
customer execution strategies and plans.

TCCC and CCE expressly reserve and do not waive any rights under applicable
bottling or distribution agreements, or any other contract or agreement,
including, but without limitation, the Master Bottle Contract, The Allied Bottle
Contract and The Bottler's Agreement. This program is supplemental to, and not
in lieu of, any annual plan or planning process required by one or more of these
contracts.

CCE and The Coca-Cola Company agree to (i) direct operating strategy and
execution to achieve sustainable share growth of non-alcoholic beverage
business; and (ii) support present/future Business System design initiatives
(e.g., CMG moving to CCE).

The Parties agree that any failure of performance by either party shall be
excused to the extent, and during such period of time, that such failure is
caused by: an act of God; fire;
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Mr. John R. Alm
April 15, 2002
Page 6

war; terrorism; riot; insurrection; boycott, acts of public authorities; delays
or defaults caused by public carriers; inability of suppliers to produce, sell
or deliver needed materials or other cause, whether similar or dissimilar
including marketplace developments, beyond the reasonable control of the
defaulting party; PROVIDED, HOWEVER, that CCE shall reimburse TCCC, in a
mutually agreeable amount consistent with the terms of this agreement to be
negotiated in good faith by TCCC and CCE, for any unearned advances of Incentive
Funding arising from Unit Case volume shortfall(s) as of such cause.

Either TCCC or CCE may in its discretion, terminate this agreement, with or
without cause, by providing six months written notice to the other party;
provided, however, that once an annual plan has been agreed upon by both
companies, such termination shall not be effective until the end of the
applicable plan year.

In addition, during any of the first three calendar quarters of a Program Year,
either TCCC or CCE may cancel CCE's Quarterly Target Minimums and TCCC's
obligation to pay Total Program Funding for the remainder of such Program Year
by providing written notice to the other party at least ten days prior to the
end of such quarter. Such cancellation, if made by either Party, will apply to
all Total Program Funding (including all Annual Cash Funding, Increase in Base
SMF Funding and Project Proceeds Minimum Funding) and Quarterly Target Minimum
commitments remaining for such Program Year. Upon such cancellation, TCCC's
obligation to pay Total Program Funding will cease effective the last day of the
quarter during which such notice is given, and CCE shall refund to TCCC (i) any
unearned portion of Annual Cash Funding (Column "A" above) received by CCE for
such Program Year at the rate of one U.S. dollar ($1.00) for each Unit Case
comprising the year-to-date shortfall as of the date of cancellation (provided
that any such refund shall not exceed the Annual Cash Funding received by CCE
during such year); (ii) any unearned portion of the applicable Increase in Base
SMF Funding (Column "B" above); and (iii) and any unearned portion of the
applicable Project Proceeds Minimum funding (Column "D" above), for such Program
Year. TCCC shall likewise pay to CCE any portion of applicable Annual Cash
Funding, Increase in Base SMF Funding, or Project Proceeds Minimum funding
earned by CCE, but not paid, as of the date of cancellation. All other
provisions of the agreement will remain in full force and effect.

The terms and conditions of this agreement are acknowledged by TCCC and CCE to
be strictly confidential, and the Parties agree not to share the contents hereof
with any other party without the express written consent of the other party.
<PAGE>
Mr. John R. Alm
April 15, 2002
Page 7

If this accurately reflects our agreement and understanding, please sign where
indicated below and return a signed copy to each of us.

Sincerely,

JEFFREY T. DUNN
Jeffrey T. Dunn
Executive Vice President, The Coca-Cola Company
President and Chief Operating Officer
The Americas Group

ALEXANDER R. C. (SANDY) ALLAN
Alexander R. C. (Sandy) Allan
Executive Vice President, The Coca-Cola Company
President and Chief Operating Officer
Europe, Eurasia and Middle East Group


Accepted and agreed to by:

Coca-Cola Enterprises Inc.


By: JOHN R. ALM
    John R. Alm
    President, Chief Operating Officer
<PAGE>
Attachment A -- Customers for which the current CTM sharing relationship in
North America will be maintained until further notice


<TABLE>
<S>                                          <C>                                        <C>
Airtran Airlines                             Continental Airlines                       Meristar
Alaska Airlines                              Crystal Cruises                            Navy Exchange - NEX Norfolk
Aloha Airlines                               DECA US Military Commissaries              Ocean Hospitalities
American Airlines                            Delta Airlines                             Omni Hotels
Apollo Ship Chandlers                        Doubletree Hotels                          Princess Services
Aramark Services                             Extended Stay                              Radisson Hotels
Army and Air Force - Exchange                Fairmont Hotels                            Red Roof Inns
Blockbuster Entertainment                    Hawaiian Airlines                          Royal Caribbean Cruise Lines
Boys & Girls Clubs                           Healthsouth                                Sky West Airlines
Carnival/Holland America                     Hilton Hotels                              Sodexho Marriott
Cendant Headquarters                         Hilton International                       Southwest Airlines
Choice Hotels International                  Holiday Inn                                Starwood Lodging Corp
Choice Management                            Host Marriott Services                     United Airlines
Coast Guard Exchange                         Jameson Inns                               US Air Pittsburgh
Columbia Sussex                              Kloster Cruise Limited                     Veterans Canteen Service
Com Air                                      Marine Corps Exchange                      Wyndham International
Compass                                      Marriott International Hotels
</TABLE>




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