EXHIBIT 10.6

Coca-Cola Enterprises
Inc. 




20__ Deferred Stock
Unit Award 




Deferred Stock Unit Award
Recipient: 



Performance Condition to Vesting
(“Performance Condition”): 




Service Condition to
Vesting (“Service Condition”): 



We are pleased to advise you of your
2006 Deferred Stock Unit Award from Coca-Cola Enterprises Inc. (also referred to as the
“Company”), under the 2004 Stock Award Plan (the “Plan”). The terms
and conditions applicable to this Deferred Stock Unit Award (“DSU Award”) are
described below. 

 



          	1. 	  	
               2006 Deferred Stock Unit Award. A 20__ DSU Award account has been
               established on your behalf under the Plan, and it has been credited with
               ________ deferred stock units. 



               



	  	
Upon
the satisfaction of the applicable vesting conditions, the Company will immediately
distribute a share of Coca-Cola Enterprises Inc. common stock to you for each deferred
stock unit credited to your account under the 2006 DSU Award. 






          	2. 	  	
               Nature of Deferred Stock Unit Award. Your DSU Award represents an
               unfunded and unsecured promise by the Company to pay amounts in the future in
               accordance with the terms of this award. The DSU Award does not entitle you to
               vote any shares of the Company’s common stock or receive actual dividends.
               Your DSU Award may not be transferred, assigned, hypothecated, pledged, or
               otherwise encumbered or subjected to any lien, obligation, or liability of you
               or any other party. 



               



          	3. 	  	
               Vesting in Deferred Stock Units. Your DSU Award (or in certain
               circumstances, a portion of your DSU Award) will vest as of the date both the
               Performance Condition and the Service Condition are satisfied. 



               



	  	
Although
the Performance Condition must still be met within the period specified above, the
Continued Service Condition will be waived under the following circumstances: 






          	i. 	  	
               For 100% of your DSU Award, in the event of your death or your termination on
               account of Disability. 



               



          	ii. 	  	
               For a pro rata portion of your DSU Award, upon your Severance Termination
               or Rule of 75 Retirement before the Service Condition is met. The
               pro rata portion will be determined as follows: (a) the
               number of months between the date of this Award and your
               termination date will be divided by the number of months of
               employment required under the Service Condition, and (b) the
               resulting percentage will be applied to your Award to determine
               the portion for which the Service Condition is waived. 



               



          	
               iii. 	  	
               For
100% of your DSU Award upon your Severance Termination or Rule of 75 Retirement after the
Service Condition is met but before the Performance Condition is met. 


               



     	4. 	
          Effect of Termination of Employment. If your employment with the Company
          or an Affiliated Company terminates before this Award is vested, the following
          terms apply: 



          



          	i. 	  	
               If, before this Award vests, your employment with the Company or an
               Affiliated Company terminates on account of any reason other than your death,
               Disability, Severance Termination or Rule of 75 Retirement, your DSU Award will
               be forfeited on your termination date. 



               



          	ii. 	  	
               If, before the Service Condition is met or waived under Paragraph 3.ii.,
               above, your employment terminates on account of your death, Disability,
               Severance Termination, or Rule of 75 Retirement, the portion of your DSU Award
               for which the Service Condition was waived will vest immediately if the
               Performance Condition has been met at the time of your termination or on such
               later date that the Performance Condition is met. 



               



	
    iii. 	
      	
    
    If, after the Service Condition is met, your employment terminates on account of your
death, disability, Severance Termination, or Rule of 75 Retirement, 100% of your DSU Award
will vest on the date the Performance Condition is met. 







     	
          5. 	
          Definitions.  For purposes of this Award, the following definitions apply: 



          



     	a. 	  	
          An “Affiliated Company” includes any The Coca-Cola Company or any
          company of which the Company or The Coca-Cola Company owns at least 20% of the
          voting stock or capital if (i) such company is a party to an agreement that
          provides for continuation of certain employee benefits upon immediate employment
          with such company and (ii) the Company agrees to this subsequent employment. 



          



     	b. 	  	
          “Disability” means an inability, by reason of a medically determinable
          physical or mental impairment, to engage in any substantially gainful activity,
          which condition, in the opinion of a physician approved of by the Company, is
          expected to have a duration of not less than one year. 



          



     	c. 	  	
          “Rule of 75 Retirement” means your voluntary termination at or after
          you are age 55 and your age and service, when added together, equal 75. 



          



     	d. 	  	
          “Severance Termination” means your involuntary termination without
          Cause or your voluntary termination for Good Reason. For purposes of this
          definition, “Cause” means (i) willful or gross misconduct that is
          materially detrimental to the Company, (ii) acts of personal dishonesty or fraud
          toward the Company or (iii) conviction of a felony, except for a conviction
          related to vicarious liability based solely on your position with the Company,
          provided that you had no involvement in actions leading to such liability or had
          acted upon the advice of the Company’s counsel; and “Good Reason”
          means your (i) demotion or diminution of duties, responsibilities and status,
          (ii) a material reduction in base salary and annual incentive opportunities, or
          (iii) assignment to a position requiring relocation of more than 50 miles from
          the Company’s corporate headquarters. 



          



          	6. 	  	
               Dividend Equivalents. Your DSU Award account will earn credits equal to
               any dividends declared by the Board of Directors on the Company’s common
               stock (“Dividend Equivalents”). These Dividend Equivalents will be
               equal to the dividends payable on the same number of shares of stock as the
               number of deferred stock units granted under this DSU Award. 



               



	  	
The
Dividend Equivalents credited to your account will become vested on the date all or any
portion of your DSU Award vests. An amount equal to these Dividend Equivalents will be
paid to you in cash at that time. If your DSU Award (or any portion of the Award) does not
vest, all Dividend Equivalent credits will also be forfeited. 






          	7. 	  	
               Deemed Acceptance of Award. This document is a summary of your 20__
               Deferred Stock Unit Award under the Coca-Cola Enterprises Inc. 2004 Stock Award
               Plan, the terms of which are incorporated by reference into this document. There
               is no need to acknowledge your acceptance of this Award, as you will be deemed
               to have accepted the Award, as well as the terms and conditions of the Plan and
               this document unless you notify the Company otherwise in writing. 



               



          	8. 	  	
               Acknowledgment of Nature of Plan and Deferred Stock Units. In accepting
               the Award, you acknowledge that: 



               



     	a. 	  	
          the Plan is established voluntarily by the Company, it is discretionary in
          nature and may be modified, amended, suspended or terminated by the Company at
          any time, as provided in the Plan; 



          



     	b. 	  	
          all decisions with respect to future awards, if any, will be at the sole
          discretion of the Company; 



          



     	c. 	  	
          neither the Award of deferred stock units nor any provision of this Award
          Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you
          any right with respect to employment or continuation of current employment, and
          in the event that you are not an employee of the Company, this Award shall not
          be interpreted to form an employment contract or relationship with the Company; 



          



          	9. 	  	
               Tax Obligations. Regardless of any action the Company or
               your employer takes with respect to any or all income tax (including federal,
               state and local taxes), social insurance, payroll tax, payment on account or
               other tax-related withholding (“Tax-Related Items”), you acknowledge
               that the ultimate liability for all Tax-Related Items legally due by you is and
               remains your responsibility and that the Company and/or your employer
               (1) make no representations or undertakings regarding the treatment of any
               Tax-Related Items in connection with any aspect of the deferred stock units,
               including their grant, vesting, or into shares; the receipt of any cash
               payments; or the subsequent sale of any shares acquired at vesting and the
               receipt of any dividends; and (2) do not commit to structure the terms of
               the award or any aspect of the deferred stock units to reduce or eliminate your
               liability for Tax-Related Items. 



               



	  	
Prior
to the issuance of shares upon vesting of the deferred stock units or the receipt of any
cash payments, you shall pay, or make adequate arrangements satisfactory to the Company or
to your employer (in their sole discretion) to satisfy all withholding and payment on
account obligations of the Company and/or your employer. In this regard, you authorize the
Company or your employer to withhold all applicable Tax-Related Items legally payable by
you from your wages or other cash compensation payable to you by the Company or your
employer or from cash payment received upon vesting of the deferred stock units.
Alternatively, or in addition, if permissible under local law, the Company or your
employer may, in their sole discretion, (1) sell or arrange for the sale of shares to be
issued on the vesting of the deferred stock units to satisfy the withholding or payment on
account obligation, and/or (2) withhold in shares, provided that the Company and your
employer shall withhold only the amount of shares necessary to satisfy the minimum
withholding amount. 






          	10. 	  	
               Data Privacy. You hereby explicitly and unambiguously consent to the
               collection, use and transfer, in  electronic or other form, of your
               personal data as described in this Award Agreement by and among, as 
               applicable, your employer, the Company, and Affiliated Companies for the
               exclusive purpose of implementing,  administering and managing your
               participation in the Plan. 



               



	  	
You
understand that the Company and your employer may hold certain personal information about
you, including,  but not limited to, your name, home address and telephone number,
date of birth, social insurance number or  other identification number, salary,
nationality, job title, any shares of stock or directorships held in the  Company,
details of all deferred stock units or any other entitlement to shares awarded, canceled,
vested,  unvested or outstanding in your favor, for the purpose of implementing,
administering and managing the Plan  (“Data”). You understand that Data
may be transferred to any third parties assisting in the implementation, 
administration and management of the Plan, that these recipients may be located in your
country, or elsewhere,  and that the recipient’s country may have different
data privacy laws and protections than your country. You  understand that you may
request a list with the names and addresses of any potential recipients of the Data by
 contacting your local human resources representative. You authorize the recipients
to receive, possess, use,  retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and  managing your
participation in the Plan, including any requisite transfer of such Data as may be
required to a  broker, escrow agent or other third party with whom the shares
received upon vesting of the deferred stock  units may be deposited. You understand
that Data will be held only as long as is necessary to implement,  administer and
manage your participation in the Plan. You understand that you may, at any time, view
Data,  request additional information about the storage and processing of Data,
require any necessary amendments to  Data or refuse or withdraw the consent herein,
in any case without cost, by contacting in writing your local  human resources
representative. You understand that refusal or withdrawal of consent may affect your
ability  to participate in the Plan. For more information on the consequences of
your refusal to consent or withdrawal  of consent, you understand that you may
contact your local human resources representative. 






          	11. 	  	
               Electronic Delivery. The Company may, in its sole discretion, decide to
               deliver any documents related to deferred stock units awarded under the Plan or
               future deferred stock units that may be awarded under the Plan by electronic
               means or request your consent to participate in the Plan by electronic means.
               You hereby consent to receive such documents by electronic delivery and agree to
               participate in the Plan through an on-line or electronic system established and
               maintained by the Company or another third party designated by the Company. 



               



          	12. 	  	
               Reservation of Right to Modify Award to Comply with Section 409A. This
               Deferred Stock Unit Award is not intended to be subject to section 409A of the
               U.S. Internal Revenue Code. If the Deferred Stock Unit Award is treated as
               subject to section 409A, the Company reserves the authority to amend this award
               as necessary to comply with section 409A or to ensure that section 409A does not
               apply to this award. 



               



          	13. 	  	
               Plan Administration. The Plan is administered by a Committee of the
               Company’s Board of Directors, whose function is to ensure the Plan is
               managed according to its respective terms and conditions. To the extent any
               provision of this award is inconsistent or in conflict with any provision of the
               Plan, the Plan shall govern. A request for a copy of the Plan and any questions
               pertaining to the Plan should be directed to: 



               


                                     	
           	STOCK PLAN ADMINISTRATOR
                                    

          COCA-COLA ENTERPRISES INC.

          P. O.

          BOX 723040 

          ATLANTA, GA, USA 31139-0040

          (770) 989-3000