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                                                                    EXHIBIT 10.2


                           COCA-COLA ENTERPRISES INC.
                              CONSULTING AGREEMENT


      THIS CONSULTING AGREEMENT (the "Agreement"), effective as of the date last
signed below,  between Coca-Cola  Enterprises Inc. (the "Company") and Norman P.
Findley, III ("Mr. Findley").

      WHEREAS,  the Company  desires to ensure a  successful  transition  in the
management of the Company prior to and following Mr. Findley's retirement and to
benefit from Mr. Findley's valuable experience and expertise; and

      WHEREAS, Mr. Findley desires to assist the Company by providing consulting
services to the Company following his retirement.

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



1. TERM OF CONSULTING  SERVICES  PERIOD.  Mr.  Findley shall provide  consulting
services  under this  Agreement  from  September 1, 2003 through August 31, 2006
(the "Consulting  Services Period").  Certain  responsibilities  and the related
compensation  will be  determined  by  reference to three  twelve-month  periods
designated  as "Year  1,"  "Year  2," and Year 3."  Thereafter,  the  Consulting
Services Period may be extended each year for a term of one additional  calendar
year, or as otherwise agreed upon by the parties, by written agreement.

2. CONSULTING  SERVICES.  Mr. Findley shall provide  consulting  services to the
Company as follows:

      (a)   In Year 1 and Year 2: Continuing service as Chairman of the Board of
            Directors of Coca-Cola  Bottlers'  Sales and Services  Company,  LLC
            ("CCB").

      (b)   In Year 1, Year 2 and Year 3: Continuing service as Chairman,  Board
            of Supervisors, Coca-Cola Enterprises, Netherlands ("CCEN").

      (c)   In  Year  1:  Consulting  services  with  respect  to the  Company's
            succession planning, including but not limited to, completion of the
            process of preparing recommendations and gaining Board of Directors'
            approval of a slate of senior  officers,  including  Chief Executive
            Officer,  Chief  Operating  Officer,  and President,  North American
            Business  Unit and the follow-up  and  monitoring of the  Individual
            Development  Plans  for all  members  of the  candidates  for  these
            positions (referred to herein as "Succession Planning Management").

      (d)   In Year 1, Year 2 and Year 3:  Consulting  services  with respect to
            the Company's European Group (referred to herein as "European Market
            Follow-up  &  Mentoring"),  which  services  will be  limited to the
            non-board  meeting days during the weeks in which the Dutch Board of
            Supervisors meet and which include, but will not be limited to:

            (i)   Providing market  analysis,  people input and feedback for the
                  European Group President;
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            (ii)  Mentoring the European Group  President based on this analysis
                  and  feedback,  as well as  input  from the  Company's  senior
                  management;

            (iii) Obtaining and sharing  information and analysis  regarding the
                  European market.

      (e)   In Year 1, Year 2, and Year 3:  Consulting  services,  totaling  two
            weeks services, related to other miscellaneous projects requested by
            the Company's Chief Executive Officer,  Chief Operating Officer,  or
            either of the Group Presidents (referred to herein as "Miscellaneous
            Projects").  Such miscellaneous  projects may require  relationships
            and interface with other Coca-Cola bottlers, the Coca-Cola Bottlers'
            Association,  and The Coca-Cola Company and may include, but are not
            limited to:

            (i)   Developing local marketing  strategies and tactics relative to
                  price/packaging planning;

            (ii)  Evaluating marketing strategies and flow in a Division;

            (iii) Making recommendations  regarding local marketing organization
                  to the Company and The Coca-Cola Company;

            (iv)  Evaluating  the  effectiveness  of local  marketing  teams and
                  making    recommendations   for   remedial   actions,    where
                  appropriate.

      (f)   Notwithstanding  the  foregoing,  in the event the Company  requests
            services related to Miscellaneous Projects (under Paragraph 2(e)) in
            excess of two weeks,  Mr. Findley will provide  additional  services
            with  respect to such  Miscellaneous  Projects  as the  Company  may
            request,  without an increase to his  compensation,  but only to the
            same extent that these  additional  services are provided in lieu of
            services that would have been provided under Paragraph 2(d).

      3.  POSITION  AND TITLE  DURING  CONSULTING  SERVICES  PERIOD.  During the
Consulting  Services  Period,  Mr. Findley shall hold the title of Consultant to
Coca-Cola Enterprises Inc. and shall report to the Company's President and Chief
Operating Officer.

      4. COMPENSATION FOR DURING CONSULTING  SERVICES PERIOD.  The Company shall
pay Mr.  Findley  consulting  fees with  respect to each of the items  described
below, as follows:

      (a)   In Year 1 (9/1/2003 to 8/31/2004):

            Chairman, CCEN Supervisory Board                $ 40,000
            Chairman, CCB Board of Directors                  60,000
            Succession Planning Management                    60,000
            European Market Follow-Up & Mentoring             40,000
            Miscellaneous Projects                            30,000
                                                           ---------
                                                            $230,000

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      (b)   In Year 2 (9/1/2004 to 8/31/2005):

            Chairman, CCEN Supervisory Board                $ 40,000
            Chairman, CCB Board of Directors                  60,000
            European Market Follow-Up & Mentoring             40,000
            Miscellaneous Projects                            30,000
                                                           ---------
                                                            $170,000

      (c)   In Year 3 (9/1/2005 to 8/31/2006)

            Chairman, CCEN Supervisory Board                $ 40,000
            European Market Follow-Up & Mentoring             40,000
            Miscellaneous Projects                            30,000
                                                           ---------
                                                            $110,000

      (d)   Notwithstanding the foregoing, the consulting fees described in this
            Paragraph 4, shall be payable, or adjusted, as follows:

            (i)   Twenty-five percent (25%) of each year's fees shall be payable
                  on the first business day of each quarter.

            (ii)  In the event the consulting  services rendered under Paragraph
                  2(e),  above,  exceed  two weeks of  services  (or such  other
                  number of weeks for which no additional fees are payable under
                  Paragraph 2(f)), Mr. Findley shall present the Company with an
                  invoice for such  services,  and Company shall pay Mr. Findley
                  at the rate of $20,000 per week,  which  amounts shall be paid
                  within  sixty (60) days of the date Mr.  Findley  presents  to
                  Company with an invoice for such services.

            (iii) In the event that the parties  mutually agree at the beginning
                  of any consulting  services period to eliminate all the duties
                  within any item of  Paragraph  2, the  compensation  described
                  herein  shall be reduced by the  subtracting  fees  associated
                  with such item for that Consulting Services Period.

      5.  RETIREE  BENEFITS  DURING  CONSULTING  SERVICES  PERIOD.   During  the
Consulting  Services  Period,  Mr. Findley and his eligible  dependents shall be
eligible to participate in the Company's  Executive  Retiree Medical Plan, which
plan shall provide the same medical benefits (and on the same basis) as provided
under the medical plan covering active nonunion employees of the Company,  as it
may be amended from time to time. At the end of the Consulting  Services Period,
Mr. Findley shall no longer be eligible to participate in the Executive  Retiree
Medical Plan but shall become  eligible to participate in the Company's  Retiree
Medical Plan.

      Mr. Findley shall be eligible to  participate  in the Company's  financial
and tax planning  fringe  benefit plans on the same basis as a Senior  Executive
Vice President of the Company.

      6.  INDEPENDENT  CONTRACTOR.  The Company and Mr.  Findley  agree that Mr.
Findley will act as an independent  contractor in the  performance of his duties
during  the  Consulting  Services  Period.  Accordingly,  Mr.  Findley  shall be
responsible  for payment of all taxes including  federal,  state and local taxes
arising out of the  provision of  consulting  services in  accordance  with this
Agreement.


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      7. PERSONNEL AND OFFICE  ACCOMMODATIONS.  During the  Consulting  Services
Period, the Company will provide Mr. Findley with an office and secretary in its
corporate  offices in order to assist him in the  performance  of his consulting
services.

      8. EXPENSES.  The Company shall reimburse the Mr. Findley for all expenses
incurred by Mr.  Findley in connection  with the  performance  of his consulting
services.  All  amounts to be  reimbursed  to the Mr.  Findley  pursuant to this
Paragraph 8 shall be paid within ninety days (90) days following the delivery of
the expense invoice to the Company.

      9.  TERMINATION  OF EMPLOYMENT AND  CONSULTING  AGREEMENT.  This Agreement
shall  terminate  upon Mr.  Findley's  death,  disability  or the  existence  of
circumstances constituting a termination for "cause," as hereinafter defined. In
the event of such  termination,  the  Company  shall pay to Mr.  Findley  or his
estate all amounts  owed and payable to him under this  Agreement as of the date
of such  termination.  For purposes of this  Paragraph 9, "cause" shall mean Mr.
Findley's   willful   failure  or   inability   to  carry  out  his  duties  and
responsibilities  in  any  material  respect,  the  commission  of a  felony  or
commission of any willful or intentional  act,  unprofessional  or unethical act
which has or would have, if such act becomes public knowledge, a substantial and
adverse effect on the business operations or reputation of the Company.

      10. NON-COMPETITION;  CONFIDENTIALITY.  For a period of two years from the
end of the  Consulting  Services  Period,  Mr.  Findley  shall not,  directly or
indirectly  engage in,  participate  in or have any  interest  as a  consultant,
partner,  joint  venturer,  proprietor,   employee,  officer,  director,  agent,
security holder,  creditor or consultant,  or in any other capacity, or have any
other  direct or indirect  financial  interest in any  business,  firm,  person,
partnership,  corporation  (other  than the  Company or The  Coca-Cola  Company)
engaged in any activity  similar to or competitive with the business now engaged
in by the  Company or The  Coca-Cola  Company,  including,  but not  limited to,
manufacturing,  producing or distributing liquid,  nonalcoholic beverages in any
geographic area in which the Company or The Coca-Cola Company or any licensee of
The  Coca-Cola  Company  has  operations  during  or at  the  conclusion  of the
Consulting Services Period;  except nothing herein shall be deemed to prevent or
limit the right of Mr.  Findley to own capital stock or other  securities of any
corporation,  the securities of which are publicly owned or regularly  traded in
the  over-the-counter  market or on any securities  exchange,  provided that Mr.
Findley 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 securities of that class.

      11.   ENFORCEMENT.

      (a)   The parties  recognize that the nature of the subject matter of this
            Agreement,  including Paragraph 10 , would make it impracticable and
            extremely  difficult to determine  actual  damages to the Company in
            the event of a breach of this Agreement by Mr. Findley. Accordingly,
            if Mr.  Findley  commits a breach or threatens to commit a breach of
            any of the provisions of this Agreement,  the Company shall have the
            right  and  remedy  to  have  the   provisions   of  the   Agreement
            specifically  enforced by any court having equity  jurisdiction,  it
            being  acknowledged  and agreed that any such  breach or  threatened
            breach will cause  irreparable  injury to the Company and that money
            damages  will not provide an  adequate  remedy to the  Company.  The
            rights of the Company to equitable relief in the

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            enforcement  of this  Agreement  shall be in addition to any and all
            other remedies available through an action in law.

      (b)   If any of the  covenants  contained  in  Paragraph  10,  or any part
            thereof,  are held to be  unenforceable  because of the  duration of
            such provisions or the area covered thereby,  the undersigned  agree
            that the court  making  such  determination  shall have the power to
            reduce the duration and the area or both of any such  provision and,
            in its reduced form, said provision shall then be enforceable.

      (c)   Should any other portion of this  Agreement be declared  invalid for
            any reason or to have  ceased to have been  binding  on the  parties
            hereto,  said  provision  shall be severed and all other  provisions
            shall continue to be effective and binding.


      (d)   Notwithstanding  anything herein to the contrary,  the Company shall
            not be relieved of any of its  obligations  hereunder to Mr. Findley
            in the event of  determination  by any court,  arbitrator,  or other
            governing authority that the covenants contained in Paragraph 10 are
            unenforceable or to limit the enforceability of any such covenants.

      12. BINDING EFFECT AND ASSIGNMENT.  This Agreement  benefits and binds the
Company and Mr. Findley and their respective heirs,  executors,  administrators,
personal representatives, successors and assigns. Notwithstanding the foregoing,
neither  party shall be entitled to assign this  Agreement  or rights  hereunder
without the prior written consent of the other party;  provided however, that at
any time following  commencement  of the Consulting  Services Period Mr. Findley
may assign his rights under this  Agreement  to a  corporation,  partnership  or
limited  liability company  controlled by Mr. Findley,  subject to the condition
that all  services  and other  duties and  responsibilities  shall be  performed
solely by Mr. Findley.

      13. HEADINGS;  DEFINITIONS.  The headings of paragraphs  contained in this
Agreement are inserted only as a matter of convenience  and for reference and in
no way define,  limit,  extend or describe  the scope of this  Agreement  or the
intent of any  provision  hereof.  The parties agree to all  definitions  in the
statement of parties to this Agreement and in the other introductory language to
this Agreement.

      14. CONTROLLING LAW;  AMENDMENT;  WAIVER. This Agreement shall be governed
by the laws of the  State of  Georgia.  This  Agreement  may not be  altered  or
amended except in writing signed by the parties. The failure of any party hereto
at any time to require  performance of any provisions  hereof shall in no manner
affect the right to subsequently enforce the same. No waiver by any party hereto
of  any  condition,  or  of  the  breach  of  any  term,  provisions,  warranty,
representation,  agreement or covenant  contained in this Agreement,  whether by
conduct or otherwise,  in any one or more instances shall be deemed or construed
as a further or continuing waiver of any such condition or breach or a waiver of
any other  condition  or of the breach of any other term,  provision,  warranty,
representation, agreement or covenant herein contained.

      15. ENTIRE AGREEMENT.  This Agreement constitutes the entire understanding
and  agreement  between the Company and Mr.  Findley with respect to the subject
matter  hereof  and  supersedes  all  prior  negotiations,   understandings  and
agreements,  whether  written or oral,  between the Company and Mr. Findley with
respect to the subject matter hereof.

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                                       COCA-COLA ENTERPRISES INC.


Norman P. Findley, III                 John R. Parker, Jr.

/s/ Norman P. Findley, III             /s/ John R. Parker, Jr.
----------------------------------     ----------------------------------
                                       Title: Senior Vice President and
                                              General Council

Date: May 10, 2003                     Date: May 15, 2003
      ----------------------------           ----------------------------











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