EXHBIIT 10.2






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 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 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, or Severance Termination, 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,
          or Severance Termination, 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, or Severance Termination, 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. 	  	
               “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) a willful act of personal dishonesty
               or fraud in either case, committed against 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. For purposes of this definition of Cause, no act or failure to act by
               you shall be considered “willful” unless it occurs without your good
               faith belief that such act or failure to act was in, or not contrary to, the
               best interests of the Company. “Good Reason” means your (i) demotion
               or diminution of duties, responsibilities and status; (ii) a material reduction
               in base salary or annual cash bonus incentive opportunities (whether in one
               reduction or cumulatively); or (iii) relocation of your principal office more
               than 50 miles from Atlanta, unless such relocation is closer to your primary
               residence, or outside the Company’s corporate headquarters. You must give
               written notice to the Company within 60 days of the date on which you are
               notified of such circumstances, and the Company will have one month to remedy
               the matter. 



               



          	
               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. 
	
               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. 



               



          	
               11. 
	
               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