Long Term Incentive Plan




EXHIBIT 10.17





Coca-Cola Enterprises Inc.

LONG-TERM INCENTIVE PLAN


(EFFECTIVE JANUARY 1, 1999)


SECTION 1. PURPOSE


      The purpose of the Long-Term Incentive Plan (the “ Plan”) is to advance the
interest of Coca-Cola Enterprises Inc. (the “Company”) by providing key
management and sales employees with incentive to assist the Company in meeting
and exceeding its business goals.


SECTION 2. ADMINISTRATION


      The Plan shall be administered by a Compensation Committee (the
“Committee”) appointed by the Board of Directors of the Company (the “Board”)
from among its members and shall be comprised of not fewer than two members who
shall be “outside directors” within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and
the regulations thereunder.


      The Committee may, subject to the provisions of the Plan, establish such
rules and regulations or take such action as it deems necessary or advisable for
the proper administration of the Plan. Each determination made or action taken
pursuant to the Plan, including interpretation of the Plan, shall be final and
conclusive for all purposes and upon all persons, including, but not limited to,
the Company, the Committee, the Board, officers, the affected Participants (as
defined in Section 3), and their respective successors in interest.


      In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, but not
limited to, attorneys’ fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved to the extent required by and in
the manner provided by the Certificate of Incorporation or Bylaws of the Company
relating to indemnification of directors) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member or members did not act in good faith and in a manner he, she or
they reasonably believed to be in or not opposed to the best interest of the
Company.


SECTION 3. ELIGIBILITY


      Cash awards (“Awards”) may be made under this Plan to persons who are
executive officers; in the senior executive band; in the executive band;
corporate directors; and, as such positions are defined by the Compensation
Committee, senior staff of the Company and its Subsidiaries (“Participants”).
“Subsidiary” shall mean any corporation or other business organization in which
the Company owns, directly or indirectly, 25% or more of the voting stock or
capital during a Performance Period.











SECTION 4. PERFORMANCE GOAL CRITERIA


      Awards made under the Plan shall be paid solely on account of the
attainment of specified increases in cash operating profit (“COP”), as measured
on a corporate-wide basis, over the period of three consecutive calendar years
(the “Performance Period”) beginning on January 1 of any year the Compensation
Committee designates as the beginning of a Performance Period for which an Award
shall be made. The Committee shall preestablish the specific COP targets for
each Performance Period in accordance with Section 162(m) of the Internal
Revenue Code and regulations thereunder. For the purposes of the Plan, COP is
determined as operating income plus depreciation and amortization, normalized
for acquisitions, divestitures and other significant financial events.


SECTION 5. CALCULATION OF THE AWARD


      The Committee shall establish Award levels, described as percentages by
which a Participant’s Average Annual Base Salary shall be multiplied, to
determine the amount of an Award payable upon the attainment of specified
increases in the corporate-wide COP. “Average Annual Base Salary” means the
average of the base salary in effect on the last day of each year of the
three-year Performance Period for which an Award is made. Notwithstanding the
preceding, the Average Annual Base Salary used to calculate an Award paid to a
Participant (under this Section 5 or Section 6) may not exceed such
Participant’s annual base salary in effect on January 1 that constitutes the
beginning of the Performance Period for which the Award is being paid, increased
by 33 1/3%. No Award under the Plan shall exceed 160% of a Participant’s Average
Annual Base Salary.


SECTION 6. PRORATED AWARDS


      (i) If, after the commencement of a Performance Period, an employee is
hired or promoted into a position eligible for participation in the Plan
(“Eligible Position”), the employee shall be eligible to receive a prorated
Award for the period during which the Participant was employed in an Eligible
Position. To calculate the Average Annual Base Salary for a prorated Award, each
year’s annual base salary shall be prorated based on the period in which the
employee was employed in the Eligible Position.


      (ii) If, within a Performance Period, a Participant is transferred from one
Eligible Position to another Eligible Position, the Participant’s Award shall be
prorated for the period of time the Participant was employed within each such
position. The base salary in effect on the last day of each year shall be
included in the calculation of the Participant’s Average Annual Base Salary.


      (iii) If, within a Performance Period, a Participant transfers from an
Eligible Position to a position ineligible for participation under the Plan, a
prorated Award shall be paid to such Participant for the period of time the
Participant was employed within the Eligible Position. The Participant’s annual
base salary in effect on the last day of the Participant’s employment in the
Eligible Position shall be included in the calculation of the Participant’s
Average Annual Base Salary.


      (iv) Prorated Awards under this Section 6 shall not be paid to a
Participant whose employment is terminated prior to the last day of the
Performance Period unless the reason for such termination was the Participant’s
death, disability, or retirement (as defined in Section 6). A prorated Award
paid to a Participant whose employment is terminated on account of death or
disability shall be calculated based on the increase in COP as of December 31st
of the year preceding the Participant’s termination and shall be paid in the
year following such Participant’s termination of employment. A prorated Award
paid to a Participant whose employment is terminated on account of retirement
shall be paid in the year following the end of the Performance Period for which
the Award is made, and subject to the Committee’s discretion described in
Section 7, shall be calculated on the basis of the increase in COP through the
end of the Performance Period. To determine the Average Annual Base Salary to be
used in calculating a prorated Award under this Section 6(iv), each year’s base
salary shall be prorated for the period in which the Participant was employed in
an Eligible Position during the Performance Period.











      (v) For purposes of this Section 6:



		
	 	      (a) “Retirement” means a Participant’s voluntary termination
of employment on a date which is on or after the earliest date on
which such Participant would be eligible for an immediately
payable benefit pursuant to the terms of the defined benefit
pension plan sponsored by the Company or a Subsidiary in which the
Participant participates. If the Participant does not participate
in such a plan, the date shall be determined as if the
participated in the Company’s defined benefit plan covering the
majority of its non-bargaining employees in the United States.




		
	 	      (b) “Disability” shall be determined according to the
definition of “total and permanent disability,” in effect at the
time of the determination, in the defined benefit plan sponsored
by the Company or a Subsidiary in which the Participant
participates. If the Participant does not participate in such a
plan or such plan does not define “disability,” “disability” shall
mean the Participant’s inability, by reason of a medically
determinable physical or mental impairment, to engage in any
substantial gainful activity, which condition, in the opinion of a
physician approved of by the Committee, is expected to have a
duration of not less than one year.




		
	 	      (c) “Prorated” means the determination of the amount of an
Award for partial participation in a particular Eligible Position,
which amount is determined according to the nearest number of
whole months in which the Participant was employed in the relevant
Eligible Position(s) during the Performance Period for which the
Award is made.




		
	 	      (d) A Participant’s employment with the Company or any
Subsidiary will be deemed not to be a termination of employment if
the Participant’s reason for termination is due to immediate
employment with any other Subsidiary or any Related Company;
however, in such event, the Participant’s Award shall be subject
to proration as if the Participant transferred to a position
within the Company that is ineligible for participation in the
Plan. The term “Related Company” shall include The Coca-Cola
Company or any corporation or business entity in which The
Coca-Cola Company owns, directly or indirectly, 25% or more of the
voting stock or capital if (i) such company is a party to an
active reciprocity agreement with the Company and (ii) the Company
has assented to the Participant’s subsequent employment.



SECTION 7. DISCRETION OF THE COMPENSATION COMMITTEE


      All Awards shall be made solely on the basis of the performance goals set
forth by the Committee pursuant to Section 4 and only in accordance with the
standards set forth in Section 5. The Committee shall have no authority to
increase the amount of an Award payable to a Participant that would otherwise be
due upon the attainment of the performance goal. The Committee shall, however,
have the authority to reduce or eliminate any Award under the Plan.


SECTION 8. COMMITTEE CERTIFICATION


      Prior to payment of an Award, the Committee shall certify in writing that
the performance targets described in Section 4 have, in fact, been satisfied.


SECTION 9. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN


      The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in the Awards made thereunder that does not
constitute the modification of a material term of the Plan. Such action











may be taken without the approval of the share owners of the Company unless the
Committee determines that the approval of share owners would not be necessary to
retain the benefits of Section 162(m) of the Internal Revenue Code.


SECTION 10. GOVERNING LAW


      The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.