EXHIBIT 10.2

                           COCA-COLA ENTERPRISES INC.
                              SEPARATION AGREEMENT

                  THIS  AGREEMENT (the  "Agreement"),  by and between  COCA-COLA
ENTERPRISES INC., a  Delaware  corporation  (the  "Company"),  and   Patrick  J.
Mannelly  ("Mr. Mannelly").

                  WHEREAS, Mr. Mannelly has given notice of his resignation from
the Company,  and the Company  desires to provide Mr.  Mannelly with  separation
benefits to recognize  the value he has provided to the Company  during his many
years of service to the Company.

                  NOW, THEREFORE, for valuable consideration, the sufficiency of
which is hereby acknowledged, the parties do hereby agree as follows:

                  1. TERMINATION  DATE. Mr.  Mannelly agrees that his employment
with  the  Company   will   terminate,  by  resignation,  on   August  16,  2004
("Termination Date").

                  2. SEPARATION PAY. The Company agrees that after the execution
of, and the revocation period related to, this Agreement it will voluntarily pay
Mr.  Mannelly  $34,500 each month through  January 31, 2006.  All payments under
this Agreement shall be made through the Company's  payroll and shall be subject
to tax withholding applicable to wages.

                  3. PAYMENTS IN LIEU OF EXECUTIVE  MANANGEMENT  INCENTIVE PLAN.
The Company will pay Mr. Mannelly amounts equal to the bonuses, if any, to which
he would have been entitled under the Executive  Management  Incentive Plan (the
"MIP") for calendar years 2004,  2005, and 2006. The amount of each such payment
will be  determined as if Mr.  Mannelly had remained a Senior Vice  President of
the Company  having an annual  salary of  $414,000.  Specifically,  during first
quarter of 2005,  2006 and 2007,  the  Company  will make such  payments  to Mr.
Mannelly for the 2004, 2005 and 2006 calendar years, respectively.

                  4.  REIMBURSEMENT FOR CERTAIN EXPENSES.  Mr. Mannelly shall be
entitled to receive  reimbursements  for his tax and financial planning expenses
and club dues during the period for which he is  receiving  payments  under this
Agreement.   Such  expenses   shall  be  reimbursed  by  the  Company  upon  the
presentation of invoices,  receipts or other evidence  reasonably  acceptable to
the Company.

                  5. EMPLOYEE  BENEFITS PLANS. Mr.  Mannelly's  participation in
the Company's  employee  benefits plans for active  employees shall cease on the
later of the effective  date of this Agreement or on the date provided under the
terms of such plan, except as otherwise provided in this Paragraph, as follows:

                  a.       Mr. Mannelly shall be eligible for benefits under the
                           retirement  plan or plans in which he participated in
                           accordance   with  the  terms  of  such   plans.   In
                           accordance   with   the   terms   of  the   Coca-Cola
                           Enterprises  Employees'  Pension  Plan and  Executive
                           Pension Plan,  Mr.  Mannelly  shall  receive  benefit
                           service  credit for each  month in which he  receives
                           payments  under   Paragraph  2  of  this   Agreement.
                           Further,  the Company shall accept the noncompetition
                           provision  in  Paragraph  9  of  this   Agreement  in
                           satisfaction   of   the   noncompetition    agreement
                           requirement of the Executive Pension Plan.
<PAGE>

                  b.       As of the  effective  date  of  this  Agreement,  Mr.
                           Mannelly  and  his  eligible   dependents   shall  be
                           eligible to participate in the Coca-Cola  Enterprises
                           Executive  Retiree Medical Plan, which  participation
                           shall  continue  until the earlier of Mr.  Mannelly's
                           reaching age 65 or his becoming eligible for coverage
                           under another  employer's group health coverage.  The
                           Company shall cover the cost of any taxes  associated
                           with the provision of benefits under this Plan.

                  6. STOCK  GRANT  PROGRAMS.  As of the  effective  date of this
Agreement the Company shall modify the terms of Mr. Mannelly's equity awards, as
follows:

                  a.       One-hundred percent (100%) of Mr. Mannelly's unvested
                           stock option grants shall become fully vested and his
                           stock options granted in January 1997,  January 1998,
                           January 1999,  December 1999, January 2001,  February
                           2002,  February  2003 and February  2004 shall remain
                           exercisable until their respective expiration dates.

                  b.       Mr.  Mannelly's  restricted stock awards shall become
                           fully  vested  at the later of one month  following
                           the date on which this  Agreement is effective or the
                           date on which  the  performance  requirements  of any
                           such award have been satisfied.

                  7. RESERVATION OF RIGHTS.  Notwithstanding any other provision
of this  Agreement,  the Company  reserves the  unilateral  right at any time to
modify or terminate  any benefit  plan,  bonus  program,  stock option plan,  or
fringe benefit program under which Mr. Mannelly  participates or may participate
(so long as such  modification  or  termination  affects the plans' or programs'
participants  or potential  participants  generally and not just Mr.  Mannelly),
and, in the event of such action, the amount of Mr. Mannelly's benefits, awards,
or grants  under such plans or programs  shall be  determined  according  to the
terms of such plans or programs as modified or  terminated  and not the terms of
this Agreement.

                  8. GENERAL RELEASE.  In consideration for the above separation
pay,  Mr.  Mannelly  agrees to release the  Company  and each of its  directors,
officers,  employees,  agents,  subsidiaries  and  affiliates  from  any and all
charges,  complaints,  claims,  liabilities,  obligations,  actions,  causes  of
action,  suits,  demands,  costs,  losses,  damages and expenses,  of any nature
whatsoever,  known or  unknown,  including,  but in no way limited to, any claim
under Title VII of the Civil Rights Act of 1964; The Americans With Disabilities
Act (ADA);  The Age  Discrimination  in  Employment  Act (ADEA);  The Fair Labor
Standards Act (FLSA);  The Family and Medical Leave Act (FMLA); and The Employee
Retirement  Income Security Act of 1974, as amended (ERISA);  arising out of his
employment relationship or the termination of his employment relationship, which
Mr. Mannelly now has, owns or holds, or claims to have, own or hold, or which he
at any time  heretofore  had,  owned or held,  or claimed  to have,  own or hold
against the Company.

<PAGE>

                  9. NO  COMPETITION.  Mr.  Mannelly agrees that for a period of
two years  following the effective date of this  Agreement,  Mr.  Mannelly shall
not, directly or indirectly engage in,  participate in or have any interest as a
partner,  joint  venturer,  proprietor,   employee,  officer,  director,  agent,
security holder,  creditor or in any other capacity,  or be otherwise associated
with or have any other direct or indirect financial interest in or in connection
with the business or  operations of PepsiCo,  Inc.,  The Pepsi  Bottling  Group,
Inc.,  Cadbury  Schweppes  plc, or any other bottler of  carbonated  soft drinks
(including any business, firm, person, partnership,  corporation related to such
company) having  operations  within the territories in which the Company and its
subsidiaries  conducted  bottling  operations  at the  effective  date  of  this
Agreement.  Provided, however, that nothing herein shall be deemed to prevent or
limit the right of Mr.  Mannelly to own capital stock or debt  securities of any
corporation,   so  long  as  the   securities   are   publicly   traded  in  the
over-the-counter  market  or on any  securities  exchange,  and so  long  as Mr.
Mannelly does not acquire  beneficial  ownership (as determined under Rule 13d-3
of the Securities Exchange Act of 1934) of more than one percent of the issuer's
outstanding  equity  securities  of any class.  Mr.  Mannelly  agrees  that this
covenant is  reasonable  with  respect to its  duration,  geographical  area and
scope.

                  10.  OPPORTUNITY  TO  REVIEW.  Mr.  Mannelly   represents  and
acknowledges that he has been afforded the right and opportunity to consult with
an attorney prior to executing this Agreement,  that he has twenty-one (21) days
within which to consider this  Agreement,  that he has seven (7) days  following
its execution  within which to revoke this  Agreement,  and that this Agreement,
and  compensation  or benefits  hereunder,  will not become  effective until the
revocation  period has expired.  Mr. Mannelly further  acknowledges  that he has
carefully read and understands all of the provisions of this Agreement, and that
he  is  voluntarily   entering  into  this  Agreement.   Mr.  Mannelly   further
acknowledges  and  confirms  that the only  consideration  for his signing  this
Agreement is the terms and conditions  stated in this  Agreement,  that no other
promise or agreement of any kind, except those set forth in this Agreement,  has
been made to him by any person to cause him to sign this document.

                  11.  GOVERNING LAW. This Agreement is made and entered into in
the State of Georgia,  and shall in all  respects be  interpreted,  enforced and
governed under the laws of that State.

                  12.    ENTIRE AGREEMENT.  This Agreement sets forth the entire
agreement  between the parties hereto as to the  termination  of Mr.  Mannelly's
employment with the Company,  and fully  supersedes any and all prior agreements
or  understandings  between them pertaining to the termination of his employment
with the Company.  It is agreed that this  Agreement  may be modified  only by a
subsequent, written agreement, executed by both parties.

                  13. EFFECTIVE DATE. This Agreement shall become effective upon
the later of the date last signed below or, if applicable, the expiration of the
applicable revocation period.
<PAGE>

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Agreement as of the dates indicated below.



Date:   July 29, 2004             /s/ Patrick J. Mannelly
                                  -------------------------------------
                                      Patrick J. Mannelly




                                  COCA-COLA ENTERPRISES INC.


Date:  July 29, 2004          By: /s/ LOWRY F. KLINE
                                  -------------------------------------