1999 Stock Option Plan




EXHIBIT 10.12


Coca-Cola Enterprises Inc.


1999 STOCK OPTION PLAN


SECTION 1. PURPOSE


      The purpose of the 1999 Stock Option Plan (the “Plan”) is to advance the
interest of Coca-Cola Enterprises Inc. (the “Company”) and its Subsidiaries (as
defined in Section 4) by encouraging and enabling the acquisition of a financial
interest in the Company by officers and other key employees through grants of
stock options (“Options”).


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 “nonemployee directors” within the meaning of Rule 16b-3 under the
Securities and Exchange Act of 1934, as amended, and “outside directors” within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended
(“Internal Revenue Code”), and the regulations thereunder.


      The Committee shall determine the persons to whom and the times at which
Options will be granted, the number of shares to be subject to each Option, the
duration of each Option, the times within which the Option may be exercised, the
cancellation of the Option (with the consent of the holder thereof) and the
other conditions of the grant of an Option. The Committee, however, may delegate
to the Chief Executive Officer the authority to make awards under the Plan, to
extend the period for exercise of Options awarded or to make such other
determinations that the Committee is authorized to make under the Plan, unless
such delegation would jeopardize the benefits of Section 162(m) of the Internal
Revenue Code or Rule 16b-3 under the Securities and Exchange Act of 1934.


      The Committee may, subject to the provisions of the Plan, establish such
rules and regulations for the proper administration of the Plan, may make
interpretations and take other action in relation to the Plan as it deems
necessary or advisable. Each interpretation or other action made or taken
pursuant to the Plan shall be final and conclusive for all purposes and upon all
persons including, but without limitation, the Company, its Subsidiaries, the
Committee, the Board, the affected optionees, 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, without
limitation, 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 or any Option granted hereunder, 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. STOCK


      The stock to be issued under the Plan shall be shares of common stock, $1
par value, of the Company (the “Stock”). The Stock shall be made available from
authorized and unissued Stock or from shares of Stock held by the Company in its
treasury. The total number of shares of Stock that may be issued under the Plan
pursuant to Options granted hereunder shall not exceed 20,000,000. Stock subject
to any unexercised portion of an Option which expires or is canceled,
surrendered or terminated for any reason may again be subject to Options granted
under the Plan. Stock received in payment upon the exercise of an Option may not
be the subject of a subsequent Option.










SECTION 4. ELIGIBILITY


      Options may be granted to executive officers, other persons in the senior
executive band, and in the executive band, branch managers, sales center
managers, other officers and management employees of the Company and its
Subsidiaries, as well as a consultant or other person providing key services to
the Company and its Subsidiaries. “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 at the time of the granting of such
Option.


      No person shall be granted the right to acquire pursuant to Options granted
under the Plan more than 20% of the aggregate number of shares of Stock
originally authorized for issuance under the Plan.


SECTION 5. AWARDS OF OPTIONS


      (a) OPTION PRICE. The option price shall be 100% or more of the fair market
value of the Stock on the date of grant. The fair market value of shares of
Stock shall be computed on the basis of the average of the high and low market
prices at which a share of Stock shall have been sold on the date for which the
valuation is made, or on the next preceding trading day if such date was not a
trading day, as reported on the New York Stock Exchange Composite Transactions
listing, or as otherwise determined by the Committee.


      (b) PAYMENT. The option price shall be paid in full at the time of
exercise. No shares shall be issued until full payment has been received
therefor. Payment may be made in cash or, with the prior approval of and upon
the conditions established by the Committee, by other means, including delivery
of shares of Stock owned by the optionee.


      (c) DURATION OF OPTIONS. Subject to the terms of the Option, the duration
of Options shall be 10 years from date of grant.


      (d) OTHER TERMS AND CONDITIONS. Options may contain such other provisions,
as the Committee shall determine appropriate from time to time, including
provisions related to the vesting of Options and the time periods within which
an Option shall be exercisable. The grant of an Option to any officer or
employee shall not affect in any way the right of the Company and any Subsidiary
to terminate the relationship between the Company or Subsidiary and the
optionee.


      (e) OPTIONS GRANTED TO INTERNATIONAL OPTIONEES. Options granted to an
optionee who is subject to the laws of a country other than the United States of
America may contain terms and conditions inconsistent with provisions of the
Plan (except those necessary to retain the benefits of Section 162(m) of the
Internal Revenue Code and Rule 16b-3 of the Securities Exchange Act of 1934), or
may be granted under such supplemental documents, as required or appropriate
under such country’s laws.


      (f) WITHHOLDING OF TAXES. The Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the optionee the amount of any federal, state or local taxes
required by law to be withheld with respect to Options granted hereunder or the
Stock acquired pursuant to the exercise of such Options.


SECTION 6. REPLACEMENT


      The Committee from time to time may permit an optionee under the Plan to
surrender for cancellation any unexercised outstanding stock option or stock
appreciation rights of the Company and receive in exchange from the Company
either shares of Stock, an option for such number of shares of Stock, or both,
in amounts and with features as designated by the Committee.


SECTION 7. EXTENSION OF THE TERMS OF OPTIONS


      The Committee may extend the duration of any Option for a period not to
exceed one year without changing the option price and on such other terms and
conditions as the Committee may deem advisable unless such extension or change
would result in less favorable tax treatment than the optionee would have
received under the original option.












SECTION 8. TRANSFERABILITY OF OPTIONS


      An Option shall be transferable by will or by the laws of descent and
distribution or pursuant to a domestic relations order issued by a court of
competent jurisdiction. Further, an Option is transferable to an immediate
family member of the optionee under such terms and conditions as may be
determined, from time to time, by the Committee. For purposes of this Section 8,
an “immediate family member” is defined as the optionee’s spouse, child,
grandchild, parent or a trust established for the benefit of such family
members. With respect to any Option transferred pursuant to the terms of this
Section 8, any such Option shall be exercisable only by the designated
transferee or the designated transferee’s legal representative.


SECTION 9. EFFECT OF TERMINATION OF EMPLOYMENT


      (a) All Options exercisable upon an optionee’s termination of employment
(whether due to Committee action or otherwise) or becoming exercisable
thereafter shall expire in accordance with the terms of such Options, unless the
Committee determines otherwise. The Committee, in its sole discretion, may cause
all outstanding Options held by an optionee upon his or her termination of
employment for any reason, including retirement, death, and disability, to
become immediately exercisable.


      (b) For purposes of this Section 9, “retirement” means an optionee’s
voluntary termination of employment on a date which is on or after the earliest
date on which such optionee 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 optionee participates. If the optionee does
not participate in such a plan, the date shall be determined as if the optionee
participated in the Company’s defined benefit plan covering the majority of its
nonbargaining employees in the United States. With respect to nonemployee
officers or consultants, “retirement” means termination, or cessation, of
services at or after age 55. Notwithstanding the foregoing, Options may contain
such other definitions of “retirement,” as the Committee determines appropriate.


      (c) For purposes of this Section 9, “disability” shall have the same
meaning as the definition “disability” in effect at the time of the
determination in the defined benefit pension plan sponsored by the Company or a
Subsidiary in which the optionee participates. If the optionee does not
participate in such a plan or such plan does not define “disability,”
“disability” shall mean the optionee’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.


SECTION 10. NO RIGHTS AS A SHARE OWNER


      An optionee or a transferee of an Option shall have no right as a share
owner with respect to any Stock covered by an Option or receivable upon the
exercise of an Option until the optionee or transferee shall have become the
holder of record of such Stock. No adjustments shall be made for dividends in
cash or other property (except for stock dividends) or other distributions or
rights in respect of such Stock for which the record date is prior to the date
on which the optionee or transferee shall have in fact become the holder of
record of the share of Stock acquired pursuant to the Option.


SECTION 11. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE


      In the event there is any change in the shares of Stock through the
declaration of stock dividends or stock splits or through recapitalization or
merger, share exchange, consolidation, combination of shares or otherwise, the
Committee or the Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of Stock available for Options as well as
the number of shares of Stock subject to any outstanding Option and the option
price thereof. Any such adjustment may provide for the elimination of any
fractional shares which might otherwise become subject to any Option without
payment therefor.










SECTION 12. 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, including the adoption of amendments deemed necessary or
desirable to qualify the Options under the laws of various states or countries
(including tax laws) or to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Option granted thereunder. Any
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 be
necessary to retain the benefits of Section

162(m) of the Internal Revenue Code.


      No amendment or termination or modification of the Plan shall in any manner
affect any Option theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a manner that does
affect Options theretofore granted upon a finding by the Committee that such
amendment or modification is necessary to retain the benefits of Section 162(m)
of the Internal Revenue Code or that it is not adverse to the interest of
holders of outstanding Options.


      The Plan shall terminate five years after the date of approval of the Plan
by the share owners of the Company unless earlier terminated by the Board or by
the Committee.


SECTION 13. GOVERNING LAW


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