EXHIBIT 10.31

                             Dated 13th March 2002


                        THE COCA-COLA EXPORT CORPORATION

                                       And

                                     OTHERS


                              TRUST DEED AND RULES
                                       of
                        THE COCA-COLA EXPORT CORPORATION
                              EMPLOYEE SHARE PLAN





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                                    CONTENTS

THE TRUST DEED                                                  Page

1       Definitions and interpretation                            1
2       Trusts of the Plan                                        2
3       Notices to Participants                                   3
4       Investment                                                3
5       Borrowing                                                 4
6       Receipt of money or money's worth with
          respect to Plan Shares                                  4
7       Application of the Plan to group companies                4
8       Retention of Shares subject to Holding Period             5
9       Voting rights and directions                              5
10      Trustee's powers of delegation                            6
11      Administration                                            6
12      Trustee's indemnities and charges                         7
13      Appointment, removal and retirement of the Trustee        9
14      Residence of the trust                                    9
15      Amendments to the Plan                                   10
16      Termination of the Plan                                  10
17      Governing law                                            11
18      Construction of this Deed                                11


                                    SCHEDULE


RULES OF THE COCA-COLA EXPORT CORPORATION EMPLOYEE SHARE PLAN


PART ONE

Definitions and interpretation                                  12

PART TWO

Provisions affecting Plan Shares                                18

1       Operation of the Plan/participation on the same terms   18
2       Participation Contract                                  18
3       Ineligibility due to participation in other share
          plans                                                 19
4       Ineligibility due to Material Interest in close
          company                                               19
5       Contributions to the Trustee                            19
6       Acquisition of Shares for the Plan                      20
7       Rights attaching to Plan Shares                         20
8       Rights issues                                           20
9       Capitalisation issues                                   21
10      Company Reconstruction                                  21
11      Events during Holding Period                            22
12      Fractional entitlements                                 23
13      Transfer of Plan Shares                                 24
14      Stamp duty                                              24
15      Notices                                                 24

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16      Disputes                                                24
17      Terms of employment                                     25

PART THREE

Free Shares                                                     26

1       Invitation to participate                               26
2       Maximum value of Free Shares Appropriated               26
3       Performance measures and targets                        26
4       Basis of Appropriation                                  28

PART FOUR

Partnership Shares and Matching Shares                          29

1       Invitations                                             29
2       Partnership Share Money                                 30
3       No Accumulation Period                                  30
4       Accumulation Period                                     31
5       Stopping and restarting deductions                      32
6       Withdrawal of Partnership Shares                        32
7       Number of Partnership Shares that can be acquired       33
8       Matching Shares                                         33

PART FIVE

Reinvestment of Cash Dividends                                  35

1       Permitted reinvestment                                  35
2       Limit on dividend reinvested                            35
3       Acquisition of Dividend Shares                          36


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THIS DEED is made the 13th day of March  2002

BETWEEN:

(1)    THE COCA-COLA EXPORT  CORPORATION  whose registered  office is at 1 Queen
       Caroline Street, London W6 9HQ ("the Company");

(2)    COCA-COLA  HOLDINGS  (UK) LIMITED and BEVERAGE  SERVICES  LIMITED both of
       whose  registered  office is at 1 Queen  Caroline  Street,  London W6 9HQ
       (together the "Initial Participating Companies"); and

(3)    CAPITA IRG TRUSTEES LIMITED whose  registered  office is at Bourne House,
       34  Beckenham  Road,   Beckenham,   Kent  BR3  4TU  United  Kingdom  (the
       "Trustee").

WHEREAS:

(A)    The Company  wishes to establish an Employee  Share  Ownership Plan to be
       known as the Coca-Cola Export Corporation  Employee Share Plan,  approved
       in accordance  with the  provisions of Schedule 8 to the Finance Act 2000
       and constituting an Employees' Share Scheme.

(B)    The Plan was approved and established by the Company on 8 March 2002.

(C)    The Company has agreed that the Initial Participating  Companies shall be
       Participating  Companies  in  the  Plan  and  the  Initial  Participating
       Companies  have  agreed to be bound in all  respects by this Deed and the
       rules contained in the Schedule to this Deed (the "Rules").

(D)    The Trustee has agreed to be the original trustee of the Plan.

NOW THIS DEED WITNESSES as follows:

1      DEFINITIONS AND INTERPRETATION

1.1    Definitions:  The words and  expressions  used in this  Deed  which  have
       capital letters have the meanings set out in Part One of the Rules.

1.2    Interpretation:  The  provisions  of Part One of the  Rules  shall  apply
       equally to this Deed.

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2      TRUSTS OF THE PLAN

2.1    Payments by Participating Companies: The Participating Companies will pay
       to the Trustee the amounts necessary to enable the Trustee to acquire, in
       accordance  with the  Plan,  Shares  for  and/or  to be  Appropriated  to
       Qualifying  Employees,  together with any other amounts required to cover
       any liabilities  incurred by the Trustee under the Plan in respect of the
       Participating Companies' own employees.

2.2    Application of payments:  Unless otherwise stated, the Trustee will apply
       all monies received by it in accordance with the Plan and hold any Shares
       acquired and all other trust  property  deriving  from them on the trusts
       declared  in this  Deed.  In the  case  of any  monies  received  for the
       acquisition of Free Shares or Matching  Shares,  the Trustee will acquire
       and Appropriate  these Shares in accordance with the Plan. In the case of
       any monies received for the acquisition of Partnership Shares or Dividend
       Shares,  the Trustee will acquire  these  Shares in  accordance  with the
       Plan.

2.3    Retention or sale of surplus Shares: If it is not possible to Appropriate
       all the Shares  acquired  for  Appropriation  as Free  Shares or Matching
       Shares  without  fractional  entitlements  arising  or if,  for any other
       reason,  the Trustee holds Shares which were acquired to be Appropriated,
       but which are not  Appropriated,  the  Trustee  may either  retain  those
       Shares  or  sell  them  and pay the  net  proceeds  to the  Participating
       Companies.

2.4    Rights  attaching  to  unappropriated  Shares:  If  the  Trustee  becomes
       entitled in respect of any Shares not held on behalf of a Participant  to
       any rights to be allotted, or to subscribe for, further securities (other
       than an issue of  capitalisation  shares  of the same  class as  specific
       Shares which the Trustee is about to  Appropriate,  which  capitalisation
       shares  shall be  retained  by the  Trustee as Shares to be  Appropriated
       among the Qualifying  Employees on the relevant  Appropriation  Day), the
       Trustee may take up those rights or sell them for the best  consideration
       in money reasonably obtainable at the time or sell sufficient of them nil
       paid to enable the  Trustee to  subscribe  in full for the balance of any
       unsold rights or allow those rights to lapse.

2.5    Trusts  of   unappropriated   Shares:   The   Trustee   shall   hold  any
       unappropriated  Shares or unutilised cash balances and any income arising
       from them UPON TRUST to apply the same in or towards the future  purchase
       of  Shares  for  the  purposes  of the  Plan  and/or  their  expenses  of
       administering  the Plan.  The  Trustee  shall  notify  the  Participating
       Companies  from time to time of the  amounts  and/or  number of Shares so
       held by it and its/their application.

2.6    Use of Shares acquired under a qualifying  transfer:  Any Shares acquired
       by the Trustee by a transfer from an employee share ownership trust which
       is a qualifying  transfer  within section 69(3AA) of the Finance Act 1989
       must  not be  awarded  as  Partnership  Shares  and must be


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       included in  priority  to  other available  Shares  in  any award of Free
       Free  Shares or Matching Shares made after the date of the transfer.

2.7    General  duty of the Trustee in relation to  Participants'  Plan  Shares:
       Subject to Clause 8, the  Trustee  shall not  dispose of a  Participant's
       Plan  Shares or deal with any  rights,  conferred  in respect of any such
       Shares,  to be allotted  Shares,  securities or rights of any description
       other  than  pursuant  to a  direction  given  by or  on  behalf  of  the
       Participant.

3      NOTICES TO PARTICIPANTS

3.1    Notice of  Appropriation  of Free Shares or Matching  Shares:  As soon as
       practicable  after the Trustee has  Appropriated  Free Shares or Matching
       Shares,  the Trustee shall notify each Qualifying  Employee of the number
       and  description  of the Shares  Appropriated  to him, the Initial Market
       Value of those Shares and the Holding Period applicable to them.

3.2    Notice of acquisition of Partnership Shares: As soon as practicable after
       the Trustee has acquired any Partnership Shares on behalf of a Qualifying
       Employee,  the Trustee shall notify the Qualifying Employee of the number
       and description of the Shares acquired,  the amount of Partnership  Share
       Money applied in acquiring them and their Market Value on the Acquisition
       Date.

3.3    Notice of acquisition of Dividend  Shares:  As soon as practicable  after
       the Trustee has acquired Dividend Shares on behalf of a Participant,  the
       Trustee shall notify the Participant of the number and description of the
       Shares acquired,  their Market Value on the Acquisition Date, the Holding
       Period  applicable  to them and the amount (if any) of the cash  dividend
       carried forward under Rule 3.3 of Part Five of the Rules.

3.4    Notice of Participant's tax liability: Where a Participant becomes liable
       to income tax under  Schedule D Case V,  Schedule E or  Schedule F of the
       Taxes Act due to his  participation in the Plan, the Trustee shall inform
       the Participant of any facts relevant to determining that liability.

3.5    Notice of any  foreign  tax  deducted  before  dividend  paid:  Where any
       foreign  cash  dividend  is  received  in respect of Plan  Shares held on
       behalf of a Participant, the Trustee shall give the Participant notice of
       the amount of any foreign tax deducted  from the  dividend  before it was
       paid.

4      INVESTMENT

4.1    Trustee's  power of  investment:  The  Trustee may invest any monies from
       time to time held by it and not  immediately  required  as if it were the
       absolute beneficial owner of those monies.

4.2    No duty to invest:  The Trustee shall be under no duty to invest property
       held on trust under this Deed.

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5      BORROWING

       The Trustee shall have power to borrow money both to acquire Shares for
       the purposes of the Plan and to pay any other expenses properly incurred
       by the Trustee in administering the Plan.

6      RECEIPT OF MONEY OR MONEY'S WORTH WITH RESPECT TO PLAN SHARES

6.1    Obligation to pay over: Subject to Clause 6.2, the Trustee shall, as soon
       as  practicable  following  its receipt of any money or money's  worth in
       respect of or by reference to any Plan Shares,  arrange for that money or
       money's  worth  to be paid  to  Participants  in  accordance  with  their
       respective entitlements.

6.2    Exceptions from obligation: Clause 6.1 shall:

       (a) not apply to money's worth consisting of New Shares;

       (b) be subject to the operation of Part Five of the Rules (Reinvestmentof
           Cash Dividends); and

       (c) be subject to Clause 11.

7      APPLICATION OF THE PLAN TO GROUP COMPANIES

7.1    Extension  of the  Plan to  Controlled  Companies  and/or  Jointly  Owned
       Companies:  The Plan may, with the consent of the Company, be extended to
       any  Controlled  Company or Jointly  Owned  Company by the execution of a
       deed of adherence  whereby  that company  agrees to be bound by this Deed
       and the Plan.

7.2    Disapplication  of the Plan to  Participating  Companies:  The Plan shall
       cease to apply to any company at any time when:

       (a) that  company  becomes  no longer  either a  Controlled  Company or a
           Jointly Owned Company; or

       (b) a notice is  served by the  Company  upon the  Trustee  that the Plan
           shall not apply to that company

       provided that the rights of Participants employed by that company to Plan
       Shares  Appropriated  o  them  or  acquired  on  their behalf while that
       company was a Participating  Company shall  not be affected and provided
       that (in  the  situation  referred  to  at  (b) above) the requirement of
       paragraph 10(2) of Schedule 8 continues to be satisfied.

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7.3    Information from Participating  Companies:  A Participating Company (or a
       former  Participating  Company, if appropriate) shall provide the Trustee
       with all  information  required  from it for the operation of the Plan in
       such form as the Trustee shall reasonably require.

8      RETENTION OF SHARES SUBJECT TO HOLDING PERIOD

8.1    No disposal:  Subject to Clause 8.2, the Trustee shall not dispose of any
       of a Participant's Free Shares, Matching Shares or Dividend Shares during
       the Holding  Period  applicable to those Shares other than at the written
       direction  of the  Participant  (or his personal  representatives)  given
       under the terms of the Participation Contract.

8.2    Permitted disposals during Holding Period: Clause 8.1 shall:

       (a) not apply if at the time of the disposal the  Participant  has ceased
           to be in Employment;

       (b) be subject to a direction of the Participant given in accordance with
           Rule 11.1 of Part Two of the Rules; and

       (c) be subject to Clause 11.3.

9      VOTING RIGHTS AND DIRECTIONS

9.1    Exercise of voting  rights:  While Plan Shares are registered in the name
       of the Trustee,  the Trustee shall,  in respect of any matter upon which,
       at a general  meeting  of The  Coca-Cola  Company  or at a meeting of the
       holders of any class of shares of The Coca-Cola  Company,  it is entitled
       to exercise any voting rights attaching to those Plan Shares,  invite the
       Participants  on whose  behalf those Plan Shares are held to direct it as
       to such  exercise.  The Trustee  shall not be entitled in respect of Plan
       Shares held on behalf of  Participants  to vote on a show of hands unless
       all directions  received from  Participants  who have given directions in
       respect of the particular resolution are identical. The Trustee shall not
       in any  circumstances be under an obligation to call for a poll. If there
       is a poll, the Trustee shall vote only in accordance  with the directions
       of Participants  who have given  directions and shall not vote in respect
       of Plan Shares where no directions have been received.

9.2    Voting rights attached to unappropriated Shares: The Trustee may not vote
       in respect of Shares it holds which are not Plan Shares.

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10     TRUSTEE'S POWERS OF DELEGATION

10.1   Trustee's power to employ agents:  The Trustee may, in the performance of
       its duties under the Plan, employ and pay any appropriate person, appoint
       any person as its agent to transact all or any  business,  and act on the
       advice or opinion of any professional or business  person,  and shall not
       be responsible  for anything done or omitted or suffered in good faith in
       reliance on such advice or opinion.

10.2   Delegation  of the  Trustee's  powers:  The  Trustee  may,  to the extent
       permitted by law, delegate any of its powers and duties under the Plan to
       any person,  but no  delegation  made under this Clause  shall divest the
       Trustee of its responsibilities under Schedule 8.

10.3   Nominee shareholder: The Trustee may allow any Shares to be registered in
       the  name  of  an  appointed  nominee,  provided  that  such  Shares  are
       registered in a designated account.

10.4   Revocation  of  delegation:  The  Trustee  may at any time,  and shall if
       directed to by the Company,  revoke any  delegation or  arrangement  made
       under this  Clause  and/or  require  any trust  property  held by another
       person to be returned to the Trustee.

10.5   Execution of documents:  The Trustee may execute and may authorise any of
       its  directors,  officers  or  employees  to  execute  on its  behalf any
       documents in such manner as may be appropriate.

11     ADMINISTRATION

11.1   Meetings and regulations:  Subject to the terms of this Deed, the Trustee
       may  convene   meetings  and  make  such   regulations  as  it  considers
       appropriate for the administration of the Plan.

11.2   Duty to keep  accounts  and  records:  The  Trustee  shall  maintain  the
       accounts  and records  necessary  for it to fulfil its own PAYE and other
       obligations  under  the  Plan and the PAYE  obligations  of any  Employer
       Company under the Plan.

11.3   Trustee's  power to dispose of shares to meet its PAYE  obligations:  The
       Trustee shall,  where a PAYE obligation is imposed on it under Schedule 8
       as a result of a  Participant's  Plan Shares ceasing to be subject to the
       Plan  (including due to the operation of this Clause),  have the power to
       meet that PAYE obligation by:

       (a) disposing of any of the  Participant's  Plan Shares and retaining the
           proceeds; or

       (b) requiring  the  Participant  to pay to it a sum  equal to the  amount
           required to discharge the PAYE obligation.

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       The  Trustee may  dispose of a  Participant's  Plan  Shares  under Clause
       11.3(a) by itself acquiring some or all of  those Shares for the purposes
       of the Plan.

11.4   Trustee to pay Employer Company:  If as a result of a Participant's  Plan
       Shares  ceasing to be subject to the Plan a Participant  is chargeable to
       income tax under Part X of  Schedule 8 and an  obligation  to make a PAYE
       Deduction arises in respect of that charge the Trustee shall,  subject to
       Clauses 11.6 and 11.7,  pay to the Employer  Company a sum  sufficient to
       enable it to discharge that obligation.

11.5   Payment to Employer Company of Capital Receipts:  If the Trustee receives
       a sum of money which  constitutes (or forms part of) a Capital Receipt in
       respect of which a Participant  is chargeable to income tax in accordance
       with Part X of Schedule 8, the Trustee shall pay to the Employer  Company
       out of that sum of money an amount  equal to that on which  income tax is
       payable.

11.6   Payment by Participant to Employer  Company:  Clause 11.4 shall not apply
       if the relevant  Participant is required to pay to his Employer Company a
       sum that is sufficient to enable it to discharge the obligation.

11.7   No Employer  Company:  In any case under Clause 11.4 or Clause  11.5,  as
       appropriate, where:

       (a) there is no Employer Company; or

       (b) the Inland Revenue have directed under  paragraph  95(7) or 96(3), as
           appropriate,  of Schedule 8 that it is impracticable for the Employer
           Company concerned to make a PAYE Deduction,

       Clause 11.4  or  Clause 11.5, as  appropriate, shall  not apply  and the
       Trustee shall make a PAYE Deduction in respect of an amount equal to that
       on  which income tax is payable, as  if  the  Participant were  a former
       employee of the Trustee.

12     TRUSTEE'S INDEMNITIES AND CHARGES

12.1   Trustee's  indemnity:  The  Participating  Companies  agree  to keep  the
       Trustee  fully  indemnified  against any  liability  arising out of or in
       connection with the Plan.  However,  the Trustee shall not be indemnified
       or  exonerated in respect of any fraud,  negligence or wilful  default on
       its part or its agents' or any of their  officers' or  employees'  parts.
       The Trustee  shall have the  benefit of any  indemnities  conferred  upon
       trustees by law.

12.2   Accounting for benefits received by the Trustee:  Neither the Trustee nor
       any  of  its  officers  or  employees  shall  be  liable  to  account  to
       Participants for any benefit received under the Plan. Neither

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       the Trustee nor any officer or employee of the Trustee shall be liable to
       account to other Participants for any profit derived by him as a
       Participant.

12.3   Trustee's  remuneration:  Any person acting as a trustee in the course of
       any profession or business  carried on by him may charge and be paid such
       reasonable  charges  for so acting  as shall  from time to time be agreed
       between him and the Company.

12.4   Permitted  dealings  of the  Trustee:  The Trustee  (and any  director or
       officer of a body corporate or a trust  corporation  acting as a trustee)
       shall not, on its own account:

       (a) be precluded from acquiring,  holding or dealing with any debentures,
           debenture  stock,  shares or  securities  whatsoever of The Coca-Cola
           Company, the Company, any Controlled Company or Jointly Owned Company
           or any other  company in the shares of which The  Coca-Cola  Company,
           the Company,  any Controlled Company or any Jointly Owned Company may
           be interested;

       (b) be precluded  from  entering  into any contract or other  transaction
           with The Coca-Cola  Company,  the Company,  any Controlled Company or
           Jointly Owned Company or any other company,  or from being interested
           in any such contract or transaction; or

       (c) be in any way liable to account to The Coca-Cola Company, the Company
           or any Controlled Company or Jointly Owned Company or any Participant
           for  any  amount  obtained  by it  from  such  acquisition,  holding,
           dealing,  contract or transaction,  whether or not in connection with
           its duties under this Deed.

12.5   Reliance on information  provided:  The Trustee shall be entitled, in the
       absence of manifest error, to rely without further enquiry on:

       (a) information  supplied  to it by any  Participating  Company  for  the
           purposes of the Plan; and

       (b) any direction,  notice or document purporting to be given or executed
           by or with  the  authority  of any  Participating  Company  or by any
           Participant.

12.6   Exclusion of liability:  The Trustee  shall not be liable or  responsible
       for any loss,  liability or increased  liability of a Participant arising
       out of the failure of the  Participant to give a direction to the Trustee
       or to give a direction  within a particular  time or, if the  Participant
       has directed the Trustee to use its  discretion,  arising out of the bona
       fide exercise by the Trustee of that discretion.

12.7   Insurance: The Trustee may insure against any loss caused by it or by any
       of its employees,  officers,  agents or delegates  under the Plan. It may
       also insure itself and any of these persons against  liability for breach
       of trust not involving  wilful  wrongdoing or fraud of the Trustee or the

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       person  concerned.  Except in the case of a paid  trustee,  the insurance
       premiums may be paid from the Plan assets.

13     APPOINTMENT, REMOVAL AND RETIREMENT OF THE TRUSTEE

13.1   Number of  trustees:  There  shall at all times be in office at least two
       trustees or a corporate trustee.

13.2   Appointment and  removal  of  trustees: The Company  may  at any  time by
       notice in writing:

       (a) appoint a new (or additional) trustee,  including a corporate trustee
           (to the exclusion of the trustee's  statutory power of  appointment);
           and

       (b) remove a trustee  from office (but not so as to leave in office fewer
           than two  trustees or a corporate  trustee),  without  assigning  any
           reason for its removal  which (in the absence of a date  specified in
           the notice) shall take effect immediately.

13.3   Appointment and removal on cessation of the Company's  existence:  If the
       Company ceases to exist then its powers of appointment  and removal shall
       be vested in the Trustee  except  that if the Company  ceases to exist in
       connection with a Company  Reconstruction  or takeover,  then such powers
       shall be vested in the  successor  company  (or,  if more than one,  such
       successor company as the Company shall nominate).

13.4   Retirement of the Trustee:  The Trustee may retire as a trustee by giving
       to the Company written notice which shall take effect at the end of three
       months (or another  period agreed with the Company) from the date of that
       notice,  provided that this will leave at least two trustees in office or
       a  corporate  trustee.  Where the  retiring  Trustee is a sole  corporate
       trustee,  if the  Company  does not appoint a new  trustee  within  three
       months of the date of such  retirement,  then the  Trustee  may appoint a
       successor  trustee.  The Trustee shall not be  responsible  for any costs
       caused by its retirement but shall do all things necessary to give proper
       effect to its retirement.

13.5   Transfer of trust  property:  Immediately on removal or  retirement,  the
       Trustee shall  transfer all trust  property held by it to the  continuing
       and/or any successor  trustee and deliver all documents in its possession
       relating to the Plan as the Company may direct. If it does not do so, the
       continuing trustee may do so on its behalf

13.6   Participant as trustee: A person shall not be disqualified from acting as
       a trustee or an officer or employee of a trustee  because he is or was an
       officer  or  employee  of The  Coca-Cola  Company,  the  Company  or of a
       Participating Company or is or was a Participant.

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14     RESIDENCE OF THE TRUST

       For so long  as the  Plan  is  to  be  approved  by the  Inland  Revenue
       under Schedule  8, the  Trust,  and every  trustee,  shall be  resident
       for tax purposes in the United Kingdom.

15     AMENDMENTS TO THE PLAN

15.1   Company's  power to amend:  Subject to Clause 15.2, the Company may, with
       the Trustee's  consent,  amend the Plan in any manner it thinks fit (with
       any  amendment  being  binding  on  the  Trustee  and  all  Participating
       Companies and Participants)  but so that no purported  amendment shall be
       effective if:

       (a) it would cause the Plan to cease to be an Employees' Share Scheme;

       (b) it would  materially  adversely affect the rights of a Participant in
           respect  of his  Plan  Shares  unless  it is made  with  his  written
           consent; or

       (c) it would offend the rule against perpetuities.

15.2   Inland Revenue approval:  If, and so long as, the Plan is approved by the
       Inland  Revenue under  Schedule 8, no amendment to any key feature of the
       Plan (for the purposes of  paragraph  118(2)(b) of Schedule 8) shall have
       effect unless such amendment has been approved by the Inland Revenue.

15.3   Notice to the Trustee: Written notice of any amendment made in accordance
       with this Clause 15 shall be given to the Trustee.

16     TERMINATION OF THE PLAN

16.1   The Plan shall terminate:

       (a) in accordance with a Plan Termination Notice issued by the Company to
       the Trustee under paragraph 120 of Schedule 8; or

       (b) if earlier, on the expiry of the Trust Period.

16.2   The Company shall  immediately upon executing a Plan  Termination  Notice
       provide a copy of the notice to the Trustee,  the Inland Revenue and each
       individual  who has Plan  Shares or who has  entered  into a  Partnership
       Share  Agreement  which was in force  immediately  before  the notice was
       issued.

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16.3   Upon the issue of a Plan  Termination  Notice  or upon the  expiry of the
       Trust Period, paragraph 121 of Schedule 8 shall have effect.

16.4   Any  Shares  or  other  assets  which  remain  undisposed  of  after  the
       requirements of paragraph 121 of Schedule 8 have been complied with shall
       be held by the  Trustee  upon  trust to pay or  apply  them to or for the
       benefit of the Participating Companies as at the termination date in such
       proportions,  having  regard to their  respective  contributions,  as the
       Trustee shall in its absolute discretion think fit.

17     GOVERNING LAW

       This Deed shall be governed by  and  construed in accordance with the law
       of England.

18     CONSTRUCTION OF THIS DEED


        The Rules shall be treated as part of this Deed.

IN WITNESS whereof  this Deed  has been executed and delivered  as a deed by the
parties on the date which first appears on page 1.

                                       11
<PAGE>

                                    SCHEDULE

                   RULES OF THE COCA-COLA EXPORT CORPORATION
                              EMPLOYEE SHARE PLAN

                                    PART ONE

                         DEFINITIONS AND INTERPRETATION

The words and  expressions  used in the Plan which have capital letters have the
meanings set out below.  Words and  expressions  not otherwise  defined have the
same meanings as they have in the Taxes Act. In the Plan:

(a)  the  headings  are for the sake of  convenience  and should be ignored when
     construing it;

(b)  references to any statutory  provisions are to those provisions as amended,
     extended  or  re-enacted  from  time to time and  include  any  subordinate
     legislation made under them; and

(c)  unless the context  requires  otherwise,  words in the singular include the
     plural  and vice  versa and  words  imputing  either  gender  include  both
     genders.

"Accumulation  Period" in respect of Partnership Shares, the period during which
a Qualifying Employee's Partnership Share Money is accumulated before it is used
to acquire Partnership Shares or is repaid to that employee;

"Acquisition  Date" in respect of Partnership  Shares, the date determined under
Rule 3.1 or Rule 4.3 of Part Four of these Rules as appropriate  and, in respect
of Dividend  Shares,  the date  determined  under Rule 3.1 of Part Five of these
Rules;

"Appropriation" the allocation to a Qualifying Employee of a beneficial interest
in  Free  Shares  or  Matching  Shares  (and  references  to   "Appropriate"  or
"Appropriated" shall be read accordingly);

"Appropriation  Day"  a  day  on  which  Free  Shares  or  Matching  Shares  are
Appropriated to a Qualifying Employee;

"Appropriation  Year" a Year of  Assessment  during  which an  Appropriation  of
Shares is or is intended to be made;

"Associated  Company"  the  meaning  given  in  paragraph  126 (as  extended  by
paragraph 127) of Schedule 8;

                                       12

<PAGE>

"Award  Date"  the date on which an  Appropriation  is made  and/or  Partnership
Shares or Dividend Shares are acquired on behalf of a Qualifying Employee;

"Capital Receipt" the meaning given in paragraph 79 of Schedule 8;

"the Company" the meaning given in the Deed;

"Company  Reconstruction"  has the meaning given to it in Rule 10 of Part Two of
these Rules;

"Connected  Company"  (a)  the  Company,  (b) a  company  which  Controls  or is
Controlled  by the Company or is Controlled by a company which also Controls the
Company,  and (c) a company which is a Member of a Consortium owning the Company
or which is owned in part by the Company as a Member of a Consortium;

"Continuous  Employment"  continuous employment (within the meaning given in the
Employment  Rights Act 1996) by an individual with one or more companies each of
which is a qualifying company, within the meaning of paragraph 14 of Schedule 8;

"Control"  unless  otherwise  indicated,  control  within the  meaning  given in
section 840 of the Taxes Act (and references to "Controls" or "Controlled" shall
be read accordingly);

"Controlled  Company" any company (being a body corporate) which is a Subsidiary
and is under the Control of the Company;

"Dealing Day" any day on which the New York Stock Exchange is open for business;

"the Deed" this trust deed as amended from time to time;

"Dividend  Shares"  Shares  acquired by the  Trustee on behalf of a  Participant
under Part Five of these Rules;

"Eligible Employee" an individual who:

(a)  is in Employment with a Participating Company, chargeable to tax in respect
     of that  Employment  under  Case I of  Schedule  E and has such  Qualifying
     Period (if any) as the Company may determine; or

(b)  if  paragraph  (a)  above  does  not  apply,   is  in  Employment   with  a
     Participating  Company and nominated to participate by the Company (or is a
     member of a category of persons in such  Employment  which is  nominated to
     participate by the Company)  subject to having such  Qualifying  Period (if
     any)

                                       13
<PAGE>

unless the individual is ineligible to participate in the Plan by virtue of Rule
3 or Rule 4 of Part Two of these Rules;

"Employee  Share Ownership Plan" an employee share ownership plan approved under
Schedule 8 and established by a Connected Company;

"Employees'  Share Scheme" the meaning given in section 743 of the Companies Act
1985;

"Employer  Company" the company (if any) of which a  Participant  is an employee
when,  as  appropriate,  either (a) his Plan  Shares  cease to be subject to the
Plan,  or (b) the Trustee  receives a sum of money which  constitutes  (or forms
part of) a Capital  Receipt in respect of his Plan  Shares and to which the PAYE
Regulations apply at that time;

"Employment"  employment  with a  Participating  Company  or  (unless  otherwise
stated) with another Associated Company of the Company;

"Exchange  Rate" for any day,  the average of the buying and  selling  prices at
close UK Pounds  for US  Dollars  spot  rates for that day as  published  in the
Financial  Times  newspaper  (or such other  publication  as is  selected by the
Trustee for the purpose of the Plan);

"Free Shares" Shares  Appropriated to a Qualifying  Employee under Part Three of
these Rules;

"Holding Period" with respect to:

(a)  an Appropriation of Free Shares or Matching Shares, the period specified by
     the Company for that  Appropriation  during which those Shares will be held
     by the Trustee,  which must be not less than three years nor more than five
     years from the  Appropriation Day (or such other period(s) as may from time
     to time be required or permitted under Schedule 8); and

(b)  Dividend Shares,  the period of three years from their Acquisition Date (or
     such other period as may from time to time be required or  permitted  under
     Schedule 8);

"Initial Market Value" in relation to any Appropriation of Shares,  their Market
Value on the Appropriation Day. Where Shares are subject to restrictions or risk
of  forfeiture  (as that term is defined in paragraph  24(3) of Schedule 8) such
Market Value shall be determined as if there were no such restrictions or risk;

"Initial Participating Companies" the meaning given in the Deed;

                                       14
<PAGE>

"Jointly Owned Company":

(a)  any company of which 50 per cent.  of its issued share  capital is owned by
     the Company  and/or any  Subsidiary  and 50 per cent.  of its issued  share
     capital is owned by another person; and

(b)  any company under the Control of any such jointly owned company;

"Market  Value" in relation to a Share,  on any day, the average of the high and
low prices of a Share of the same class on the New York Stock  Exchange at close
of business for the immediately  preceding  Dealing Day converted into UK Pounds
at the Exchange Rate for that preceding  Dealing Day;  provided that if all Plan
Shares  comprised in an  Appropriation  or acquisition on behalf of Participants
are purchased on the market on their Award Date,  "Market  Value" shall mean the
average of the purchase prices of such Plan Shares expressed in UK Pounds;

"Matching Shares" Shares Appropriated under Part Four of these Rules;

"Material Interest" the meaning given in paragraphs 17 to 19 of Schedule 8;

"Member of a Consortium" the meaning given in paragraph 129(4) of Schedule 8;

"New Shares" the meaning given in Rule 10 of Part Two of these Rules;

"NICs" National Insurance contributions;

"Participant" any person on whose behalf the Trustee holds Plan Shares;

"Participating Companies":

(a)  the Initial Participating Companies (while they remain bound by the Deed);

(b)  any  Controlled  Company  which,  pursuant  to  Clause  7.1  of  the  Deed,
     participates in the Plan; and

(c)  any company which is a Jointly Owned Company and which,  pursuant to Clause
     7.1 of the Deed, participates in the Plan;

"Participation  Contract" a contract  complying with Rule 2 of Part Two of these
Rules;

"Partnership  Shares"  Shares  acquired by the Trustee on behalf of a Qualifying
Employee under Part Four of these Rules;

"Partnership  Share Agreement" a contract  complying with Rule 2 of Part Two and
Rule 1 of Part Four of these Rules;

                                       15

<PAGE>

"Partnership  Share Money" money  deducted from a Qualifying  Employee's  Salary
under a Partnership Share Agreement;

"PAYE  Deduction" a deduction  required by regulations made under section 203 of
the Taxes Act;

"PAYE Regulations" the meaning given in section 203L(3) of the Taxes Act;

"Performance  Unit" any  individual,  team or divisional  or corporate  unit the
Company may determine with respect to an  Appropriation  to be made under Rule 1
of Part Three of these Rules;

"Permitted Cessation" ceasing to be in Employment because of:

(a)  injury or disability;

(b)  Redundancy;

(c)  a transfer to which the Transfer of Undertakings (Protection of Employment)
     Regulations 1981 apply;

(d)  a change of  Control or other  circumstances  in  consequence  of which the
     company by which the  Participant  is employed  ceases to be an  Associated
     Company of the Company;

(e)  retirement on or after reaching the age of 50; or

(f)  death;

"Plan" The Coca-Cola Export  Corporation  Employee Share Plan established by the
Deed and these Rules;

"Plan Shares" Free Shares,  Partnership Shares, Matching Shares, Dividend Shares
and/or,  where appropriate,  New Shares, which are held by the Trustee on behalf
of the Participants to whom they have been  Appropriated or on whose behalf they
have been acquired;

"Plan Termination Notice" a notice issued under paragraph 120 of Schedule 8;

"Profit Sharing Scheme" a profit sharing scheme approved under Schedule 9 to the
Taxes Act and established by a Connected Company;

"Qualifying  Corporate Bond" the meaning given in section 117 of the Taxation of
Chargeable Gains Act 1992;

"Qualifying  Employee" an Eligible Employee who has entered into a Participation
Contract or Partnership Share Agreement, as appropriate;

                                       16

<PAGE>

"Qualifying Period" the period (if any) of Continuous  Employment  determined by
the Company with respect to any  operation  of the Plan,  being,  in the case of
Free Shares,  a period  starting not earlier than 18 months  before the relevant
Appropriation  Day, in the case of Partnership  Shares or Matching  Shares where
the  Partnership  Share Agreement  provides for an Accumulation  Period a period
starting no earlier than six months before the start of the Accumulation  Period
and in the case of Partnership  Shares or Matching  Shares where the Partnership
Share Agreement does not provide for an Accumulation  Period,  a period starting
no  earlier  than 18 months  before the date on which the  relevant  Partnership
Share Money is deducted;

"Redundancy" the meaning given in the Employment Rights Act 1996;

"Restricted Performance Measures" performance measures as defined in Rule 3.3 of
Part Three of these Rules;

"Salary" the meaning given in paragraph 48 of Schedule 8;

"Schedule 8" Schedule 8 to the Finance Act 2000;

"Share" a share in the capital of The  Coca-Cola  Company  which  satisfies  the
conditions specified in Part VIII of Schedule 8;

"Subsidiary" any company which is a subsidiary (as defined by section 736 of the
Companies Act 1985) of the Company;

"the Taxes Act" the Income and Corporation Taxes Act 1988;

"The Coca-Cola  Company" The Coca-Cola  Company whose principal office is at [PO
Box 1734, Atlanta,  Georgia 30301,  United States of America],  by whatever name
known from time to time;

"Trustee"  the trustee  referred to in the Deed or such other  person or persons
resident in the United  Kingdom who is or are the trustee or trustees  from time
to time of the Plan;

"Trust Period" the period of 80 years beginning with the date of the Deed;

"Unrestricted  Performance Measures" performance measures as defined in Rule 3.4
of Part Three of these Rules; and

"Year of Assessment" the meaning given in section 832 of the Taxes Act.


                                       17
<PAGE>

                                    PART TWO

                        PROVISIONS AFFECTING PLAN SHARES

1    OPERATION OF THE PLAN/PARTICIPATION ON THE SAME TERMS

1.1  Company's  discretion:  The Plan shall be operated at the discretion of the
     Company.

1.2  Participation on the same terms: Subject to Rules 3.3 and 3.4 of Part Three
     of these Rules,  every Eligible  Employee must be invited to participate in
     the Plan in respect of any Appropriation of Shares or acquisition of Shares
     on their behalf on the same terms,  and those who participate must do so on
     the same terms.

1.3  Permitted  factors:  The fact that  participation  at any operation of Part
     Three  of  these  Rules  may  be by  reference  to an  Eligible  Employee's
     remuneration, length of service or hours worked shall not infringe Rule 1.2
     unless,  where more than one of these three factors is used, paragraph 9(4)
     of Schedule 8 is not complied with.

2 PARTICIPATION CONTRACT

2.1  Holding Period: A Participation Contract (which shall include a Partnership
     Share Agreement which provides for the  Appropriation  of Matching  Shares)
     shall specify the Holding Period applicable to the Free Shares (or Matching
     Shares or Dividend  Shares,  if  applicable) to which it relates and shall,
     subject to its provisions,  bind the Eligible Employee in contract with the
     Company:

       (a) to permit any Plan Shares which are subject to a Holding  Period  and
           Appropriated  to him or acquired on his behalf to remain in the hands
           of the Trustee throughout the Holding Period applicable to them; and

       (b) not to assign, charge or otherwise dispose of his beneficial interest
           in any of those Plan Shares during their Holding Period.

2.2  Forfeiture:  A  Participation  Contract  shall,  if the Company so decides,
     state in respect of the  Appropriation  of Free Shares (or in the case of a
     Partnership  Share  Agreement  of Matching  Shares) to which it relates the
     extent (if any) to which those  Shares will be  forfeited  if other than in
     the event of Permitted Cessation:

       (a) the Participant ceases to be in Employment;

                                       18

<PAGE>

       (b) the Participant withdraws the Shares from the Plan; or

       (c) in the case of Matching  Shares only, the  Participant  withdraws the
           Partnership  Shares in respect of which  those  Matching  Shares were
           Appropriated to him

     before the expiry of the period  (not  exceeding   three  years)  from  the
     Appropriation  Day of the relevant  Shares  specified in the  Participation
     Contract.  If any Shares are  forfeited,  a  Participant  shall cease to be
     beneficially entitled to those Shares.

3    INELIGIBILITY DUE TO PARTICIPATION IN OTHER SHARE PLANS

3.1  Free  Shares:   An   individual   shall  not  be  eligible  to  receive  an
     Appropriation of Free Shares in any Year of Assessment in which shares have
     been (or are at the same  time to be)  appropriated  to him  under a Profit
     Sharing Scheme or in which he has  participated  (or is at the same time to
     participate) in another Employee Share Ownership Plan.

3.2  Partnership  Shares or Matching Shares: An individual shall not be eligible
     to participate in an invitation for  Partnership  Shares or Matching Shares
     in any Year of Assessment in which he has  participated  (or is at the same
     time to participate) in another Employee Share Ownership Plan.

3.3  Deemed  participation:  For the  purposes  of  Rule  3.1  and  Rule  3.2 an
     individual  shall be treated as having  participated  in an Employee  Share
     Ownership  Plan if he would have  received  Free Shares under that plan but
     for the failure to meet a performance target.

4    INELIGIBILITY DUE TO MATERIAL INTEREST IN CLOSE COMPANY

     An individual shall not be eligible to participate  in the Plan at any time
     when he has (or has within the preceding 12 months had) a Material Interest
     in The  Coca-Cola  Company  (being a close  company)  or, if The  Coca-Cola
     Company is a close  company,  in any company  which  Controls The Coca-Cola
     Company or is a Member of a Consortium  which owns The  Coca-Cola  Company.
     Paragraphs  15(2)  and 20 to 22 of  Schedule  8 shall  apply  to  determine
     whether  an  individual  is  regarded  as having or having  had a  Material
     Interest for the purposes of this Rule 4.

5    CONTRIBUTIONS TO THE TRUSTEE

     Any contributions to be made to the Trustee to enable an acquisition of
     Shares to be made by the Trustee for  Appropriation on any Appropriation
     Day shall be made within a sufficient time to allow for that Appropriation.


                                       19
<PAGE>

6    ACQUISITION OF SHARES FOR THE PLAN

     Acquisition  of Shares:  The  Trustee,  upon the  direction of the Company,
     shall acquire Shares to be  Appropriated  as Free Shares or Matching Shares
     or to be  acquired  as  Partnership  Shares or  Dividend  Shares  either by
     acquiring  authorised  but  unissued  Shares or  treasury  Shares  from The
     Coca-Cola Company or by purchasing Shares on the market or otherwise.

7    RIGHTS ATTACHING TO PLAN SHARES

     Rights attaching to Plan Shares: Where the Trustee Appropriates or acquires
     Plan  Shares  a  proportion  of  which  rank  for  any  dividend  or  other
     distribution  or other rights  attaching to Shares by reference to a record
     date preceding the relevant  Appropriation  Day or  Acquisition  Date and a
     proportion  of  which do not,  then  the  Shares  to be  allocated  to each
     Qualifying  Employee  shall,  so  far  as  practicable,   be  in  the  same
     proportions of Shares with and without the rights.

8    RIGHTS ISSUES

8.1  Instructions to the Trustee:  Whenever any rights to be allotted any shares
     or  securities  (on  payment) or rights of any  description  are granted in
     respect of Plan Shares,  each Participant  shall be notified by the Trustee
     of the rights relating to his Plan Shares.  Each Participant may direct the
     Trustee and the Trustee may then, in accordance  with such  directions,  do
     one or more of the following:

       (a) subject to the provision by the  Participant of any necessary  funds,
           take up or sell  all or any of the  rights  or allow  them to  lapse;
           and/or

       (b) sell rights nil paid to the extent necessary to enable the Trustee to
           subscribe in full for the balance of any unsold rights.

     The Participant's directions may be of particular or general application
     and may relate to Plan Shares acquired before and after the date of the
     rights issue.

8.2  Period  for  giving  directions:  The  Trustee  shall  act  upon  any  such
     directions received by it not less than five Dealing Days before the expiry
     of the  period  allowed  for  the  exercise  of  any  such  rights.  If any
     Participant  has not by that time  given  directions  to the  Trustee  with
     regard to those rights and, if  appropriate,  provided any funds  necessary
     for the purpose,  the Trustee shall allow the rights to lapse.  Any Capital
     Receipt  received in consequence of the  non-exercise or sale of any rights
     shall be dealt with by the  Trustee in  accordance  with Clause 11.5 of the
     Deed.

                                       20
<PAGE>

8.3  New Shares:  Any shares,  securities  or rights  taken up by the Trustee on
     behalf of any Participant  under Rule 8.1(b) shall,  subject to Rule 13 and
     provided  that the right to so take up shares,  securities  or other rights
     was  conferred  in  respect  of all the  ordinary  shares in The  Coca-Cola
     Company,  form part of the Participant's Plan Shares and shall be deemed to
     have been  Appropriated  to or acquired on behalf of the Participant in the
     same way and at the same time as the  Participant's  Plan Shares in respect
     of which they are allotted.

8.4  Trustee's indemnity:  Nothing in this Rule shall require the Trustee to act
     in any manner which would involve it in any liability unless indemnified to
     its satisfaction by the Participant against such liability.

9    CAPITALISATION ISSUES

     Where any Shares are  allotted by way of  capitalisation  to the Trustee in
     respect of any Participant's  Plan Shares,  those Shares shall form part of
     that  Participant's Plan Shares and be deemed to have been Appropriated to,
     or acquired on behalf of, the  Participant  in the same way and at the same
     time as the  Participant's  Plan  Shares  in  respect  of  which  they  are
     allotted.

10   COMPANY RECONSTRUCTION

10.1 Company  Reconstruction:  This Rule  applies if there occurs in relation to
     any of a Participant's Plan Shares (the "Original Shares") a transaction:

       (a) which results in a new holding (the "New Holding") being equated with
           the Original Shares for the purposes of capital gains tax; or

       (b) which  would have that result but for the fact that what would be the
           new holding consists of or includes a Qualifying Corporate Bond.

       Such a transaction is referred to in the Plan as a Company
       Reconstruction.

10.2 Excluded Shares: If, as part of a Company Reconstruction, any:

       (a) redeemable  shares or  securities  issued  as  mentioned  in  section
           209(2)(a) of the Taxes Act;

       (b) share capital issued in circumstances such that section 210(l) of the
           Taxes Act applies; or

       (c) share capital to which section 249 of the Taxes Act applies,

     is/are  issued  and a charge to income  tax arises in respect of the issue,
     those  shares  shall not form part of the New Holding  for the  purposes of
     this Rule.

                                       21
<PAGE>

10.3 New Shares:  In this Rule "New Shares" means,  subject to Rule 10.2, shares
     comprised in the New Holding  which were issued in respect of, or otherwise
     represent, the Original Shares.

10.4 Effect on Original Shares: For the purposes of the Plan:

       (a) a Company Reconstruction shall be treated as not involving a disposal
           of the Original Shares;

       (b) the date on which any New Shares  are to be  treated  as having  been
           Appropriated to or acquired on behalf of a Participant  shall be that
           on which his Original Shares were so Appropriated or acquired;

       (c) the  conditions  in Part VIII  (types  of share  that may be used) of
           Schedule  8 shall be  treated as  fulfilled  with  respect to any New
           Shares if they were (or were  treated as)  fulfilled  with respect to
           the Original Shares; and

       (d) the provisions of Part X (income tax) and Part XI (capital gains tax)
           of Schedule 8 shall apply in relation to the New Shares as they would
           have applied to the Original Shares.

10.5 References to Plan Shares:  Following a Company Reconstruction,  references
     to a  Participant's  Plan Shares shall be  construed,  subject to the above
     provisions,  as being or, as the case may be, as  including,  references to
     any New Shares.

11   EVENTS DURING HOLDING PERIOD

11.1 Takeover:  A Participant  may during the Holding  Period of any of his Plan
     Shares direct the Trustee to:

       (a) accept an offer for those Plan Shares (the "Original Shares") if such
           acceptance  will  result  in a new  holding  being  equated  with the
           Original Shares for the purposes of capital gains tax;

       (b) accept an offer of a Qualifying Corporate Bond (whether alone or with
           other  assets  or cash or both) for  those  Plan  Shares if the offer
           forms part of a general offer as mentioned in Rule 11.1(c) below;

       (c) accept an offer of cash, with or without other assets, for those Plan
           Shares if the offer  forms part of a general  offer  which is made to
           holders of shares of the same  class as his  shares in The  Coca-Cola
           Company and which is made in the first  instance on a condition  such
           that if it is satisfied the person making the offer will have control
           of The  Coca-Cola  Company,  within the meaning of section 416 of the
           Taxes Act; or

                                       22
<PAGE>

       (d) agree to a transaction  affecting  those Plan Shares or those of them
           which are of a particular  class, if the transaction would be entered
           into pursuant to a compromise, arrangement or scheme applicable to or
           affecting:

          (i) all the ordinary  share capital of The  Coca-Cola  Company or, as
              the case may be, all the shares of the class in question; or

         (ii) all the shares, or all the shares of the class in question, which
              are held by a class of shareholders identified otherwise than by
              reference to their employment or their participation in an
              Employee Share Ownership Plan.

11.2 Compulsory acquisition:  In the event of any Plan Shares being compulsorily
     acquired  under  sections  428 to  430F  of the  Companies  Act  1985,  the
     Participants  concerned  shall be entitled to receive  notification of this
     from the  Trustee as soon as  practicable  after the  acquisition,  and the
     provisions of Rules 13 and 14 shall apply with the necessary changes so far
     as relevant.

12   FRACTIONAL ENTITLEMENTS

12.1 Proportionate  allocation:  Where the Trustee receives additional rights or
     securities  in respect of Plan  Shares  under a Company  Reconstruction,  a
     takeover or compulsory  acquisition  described in Rule 11, a capitalisation
     or rights issue or similar offer or invitation,  the Trustee shall allocate
     those  rights  or  securities  amongst  the  Participants  concerned  on  a
     proportionate  basis.  If that  allocation  gives rise to a  fraction  of a
     security or of a transferable unit of a security (in this Rule "unit"), the
     Trustee  shall  round  the  allocation  down to the  next  whole  unit  and
     aggregate  the  fractions  not  allocated.  The Trustee  shall use its best
     endeavours  to sell  any  rights  or  units  which  are not  allocated  and
     distribute the net proceeds of sale (after deducting from them any expenses
     of  sale  and any  taxation  which  may be  payable  in  respect  of  them)
     proportionately among the Participants whose allocations were rounded down,
     but so that any sum of less than 3 otherwise distributable to a particular
     Participant may be  retained  by the  Trustee and used for the  purposes of
     the Plan.

12.2 Allocation by reference to time of  Appropriation  or  acquisition:  In any
     circumstances in which the Trustee receives New Shares which form part of a
     Participant's Plan Shares, the Trustee shall allocate the New Shares to the
     Participant  by  reference  to  the  relative  times  of  Appropriation  or
     acquisition  of his Plan Shares to which they  relate.  If that  allocation
     gives  rise to a fraction  of a New  Share,  the  Trustee  shall  round the
     allocation  up or down to the next  whole  unit as it,  in its  discretion,
     thinks fit.

                                       23
<PAGE>

13   TRANSFER OF PLAN SHARES

     Subject  to  Clause  11.3  of the  Deed,  the  Trustee  shall,  as  soon as
     practicable  after it is  required  to do so under the Plan,  transfer  the
     legal title to any Plan Shares it holds on behalf of that  Participant into
     the name of the relevant Participant (or his nominee).

14   STAMP DUTY

     Any stamp duty or other expenses  involved in any transfer of Shares by the
     Trustee shall be payable:

       (a) in the case of a  transfer  into the  name of a  Participant,  by the
           Trustee (and reimbursed by the relevant Participating Company); and

       (b) in any other case, by the transferee.

15   NOTICES

15.1 Directions  to the  Trustee:  Any  direction  given to the Trustee by or on
     behalf of a Participant  or any person in whom the  beneficial  interest in
     his Plan Shares is for the time being  vested  under the Plan must be given
     in writing and, unless given electronically, signed by the relevant person.

15.2 Notices:  Any notice  which the  Trustee  gives to any  Eligible  Employee,
     Qualifying Employee or Participant shall be in writing (including by email)
     and  sufficiently  given if delivered to him  personally,  by email or sent
     first class  through the post  pre-paid,  in either case  addressed  to the
     Eligible  Employee,  Qualifying  Employee or Participant at the address (or
     email address) last known to the Trustee (including any address supplied by
     the  relevant  Participating  Company).  If the notice is sent by post,  it
     shall be deemed to have been duly  given on the day  following  the date of
     posting  and in the case of a notice  sent by email,  it shall be deemed to
     have been duly  given when sent  provided  the  Trustee  is not  thereafter
     notified that the email is undeliverable.

16   DISPUTES

     The  decision  of the  Company on any  dispute or  question  affecting  any
     Eligible Employee,  Qualifying Employee or Participant under the Plan shall
     be final and conclusive.


                                       24
<PAGE>

17   TERMS OF EMPLOYMENT

     The rights and obligations of an individual  under the terms and conditions
     of his office or employment  shall not be affected by his  participation in
     the Plan or any right he may have to participate in the Plan. An individual
     who  participates  in the Plan waives all and any rights to compensation or
     damages in consequence of the  termination of his office or employment with
     any  company  for any  reason  whatsoever  - whether  lawful or  unlawful -
     insofar  as those  rights  arise,  or may arise,  from his  ceasing to have
     rights  under or to be entitled to the Shares under the Plan as a result of
     such  termination or from the loss or diminution in value of such rights or
     entitlements.  If necessary,  the individual's terms of employment shall be
     varied accordingly.






                                       25
<PAGE>

                                   PART THREE

                                  FREE SHARES

1    INVITATION TO PARTICIPATE

     If the Company decides that an  Appropriation of Free Shares shall be made,
     it shall invite all Eligible  Employees who are not at that time a party to
     a Participation Contract, to participate by issuing to them a Participation
     Contract.  To consent to the  Appropriation  of Free  Shares,  an  Eligible
     Employee must return the Participation  Contract duly completed by the date
     specified in it. If the Company does not receive a  Participation  Contract
     from an Eligible  Employee by the specified  date,  that Eligible  Employee
     shall be deemed to have declined to  participate  in the Plan at that time.
     The Company  shall  specify  the  Holding  Period for the Free Shares to be
     Appropriated  on an  Appropriation  Date.  The Holding  Period for any Free
     Shares already Appropriated under the Plan cannot be changed.

2    MAXIMUM VALUE OF FREE SHARES APPROPRIATED

     The maximum aggregate Initial Market Value of the Free Shares  Appropriated
     to a  Qualifying  Employee  in an  Appropriation  Year shall not exceed the
     maximum amount permitted by paragraph 24 of Schedule 8 from time to time.

3    PERFORMANCE MEASURES AND TARGETS

3.1  Appropriation may be subject to performance  measures:  An Appropriation of
     Free  Shares may be made  subject to  performance  measures  and targets as
     provided for under this Rule 3.

3.2  Requirements  as to  performance  measures:  If any  Appropriation  of Free
     Shares under the Plan is to be made subject to  performance  measures  they
     must be:

       (a) provided for all persons who are  Qualifying  Employees in respect of
           that Appropriation;

       (b) based on business results or other objective criteria;

       (c) fair and objective  measures of the  performance  of the  Performance
           Units to which they apply;

       (d) set for Performance  Units where no employee is a member of more than
           one Performance Unit; and

       (e) be either Restricted Performance Measures or Unrestricted Performance
           Measures.


                                       26
<PAGE>

3.3  Restricted Performance Measures: If the Company decides to Appropriate Free
     Shares by reference to  Restricted  Performance  Measures,  at least 20 per
     cent. of the Free Shares to be Appropriated  must be  Appropriated  without
     reference to  performance  measures and shall be  Appropriated  on the same
     terms as required by Rule 1 of Part Two of these Rules.  The remaining Free
     Shares shall be Appropriated  subject to performance  measures but so that,
     in respect  of such  Appropriation,  the  highest  Appropriation  made to a
     Qualifying  Employee by reference to performance  measures shall be no more
     than four times the highest  Appropriation to a Qualifying Employee without
     reference to performance measures.  The Free Shares awarded by reference to
     performance measures need not be Appropriated on the same terms as required
     by Rule 1 of Part Two of these Rules.

3.4  Unrestricted  Performance  Measures:  If the Company decides to Appropriate
     Free Shares by reference to Unrestricted  Performance  Measures some or all
     of the Free  Shares  shall be  Appropriated  by  reference  to  performance
     measures but so that:

       (a) Appropriations of Free Shares to Qualifying Employees who are members
           of the same  Performance  Unit  shall  be made on the  same  terms as
           required by Rule 1 of Part Two of these Rules; and

       (b) Free Shares  Appropriated  for each Performance Unit shall be treated
           as separate Appropriations.

3.5  Company's  obligation to notify:  If an  Appropriation of Free Shares under
     the Plan is to be made  subject to  performance  measures  and  targets the
     Company  must,  as soon as  reasonably  practicable,  notify each  Eligible
     Employee:

       (a) of the  performance  measures  and  targets  which  will  be  used to
           determine  the  number  or  value,  as  appropriate,  of Free  Shares
           Appropriated to him; and

       (b) in general terms of the  performance  measures  which will be used to
           determine the number or value, as  appropriate,  of Free Shares to be
           Appropriated  to  each  Qualifying  Employee  participating  in  that
           Appropriation.

3.6  Confidential  information:  In fulfilling its obligations under Rule 3.5(b)
     above,  the Company shall not be obliged to disclose any information  which
     it reasonably considers would prejudice commercial confidentiality.


                                       27
<PAGE>

4    BASIS OF APPROPRIATION

4.1  Free Shares - no performance  measures:  Free Shares to be  Appropriated to
     Qualifying  Employees without performance measures shall be Appropriated on
     a basis determined by the Company but so that such basis complies with Rule
     1 of Part Two of these Rules.

4.2  Free Shares - performance measures:  The Company shall determine in respect
     of any  Appropriation  of Free  Shares to be made  subject  to  performance
     measures  (a)  the  Performance  Units  for  that  Appropriation,  (b)  the
     performance  measures and targets, and (c) whether the performance measures
     are to be  Restricted  Performance  Measures  or  Unrestricted  Performance
     Measures.




                                       28
<PAGE>

                                   PART FOUR

                     PARTNERSHIP SHARES AND MATCHING SHARES

1    INVITATIONS

1.1  Invitations to Eligible Employees:  If the Company decides to give Eligible
     Employees the  opportunity  to acquire  Partnership  Shares,  each Eligible
     Employee will be sent a Partnership Share Agreement under which:

       (a) the Eligible  Employee  would  authorise  the relevant  Participating
           Company to deduct part of his Salary for the purchase of  Partnership
           Shares; and

       (b) the  Company  would  agree to arrange  for  Partnership  Shares to be
           acquired on behalf of the Eligible  Employee in  accordance  with the
           Plan.

     To take the opportunity to acquire Partnership Shares, an Eligible Employee
     must return the  Partnership  Share  Agreement  duly  completed by the date
     specified  in it.  If the  Company  does not  receive a  Partnership  Share
     Agreement from an Eligible  Employee by the specified  date,  that Eligible
     Employee shall be deemed to have declined to acquire  Partnership Shares at
     that time.

1.2  Maximum  deductions  from Salary:  The  Partnership  Share  Agreement  must
     stipulate the maximum amount of  Partnership  Share Money (or percentage of
     Salary)  that may be deducted  from an Eligible  Employee's  Salary and the
     intervals at which such  deductions are to be made, but so that the maximum
     amount does not exceed the amount  permitted from time to time by paragraph
     36 of  Schedule 8 and does not,  in any event,  exceed 10 per cent.  of the
     Eligible Employee's Salary.

1.3  Percentage of Salary:  For the purposes of Rule 1.2 above, "10 per cent. of
     the Eligible Employee's Salary" shall mean:

       (a) if  the   Partnership   Share  Agreement  does  not  provide  for  an
           Accumulation  Period,  10 per cent. of the Salary  payment from which
           the deduction is made; and

       (b) if the  Partnership  Share  Agreement  provides  for an  Accumulation
           Period,  10 per cent. of the Salary  payments  over the  Accumulation
           Period.

1.4  Minimum  deductions from Salary: The Partnership Share Agreement in respect
     of any  invitation  may also  stipulate  that the  minimum  monthly  amount
     (irrespective  of  the  interval  for  deductions)  to be  deducted  from a
     Qualifying  Employee's  Salary in pursuance of that  Agreement  must not be
     less than a specified amount which must not be greater than [British
     Pounds] 10.

                                       29

<PAGE>

1.5  Prescribed notice: The Partnership Share Agreement must contain a notice in
     a prescribed  form in compliance with paragraph 38 of Schedule 8 (notice of
     possible effect of deductions on benefit entitlement).

2    PARTNERSHIP SHARE MONEY

     Any  Partnership  Share  Money  shall  be  paid to the  Trustee  as soon as
     practicable following its deduction from a Qualifying Employee's Salary and
     shall be held by the  Trustee  on his behalf  pending  its  application  in
     accordance  with Rule 3.1 or 4.3 of this Part Four, as  appropriate,  in an
     account (interest bearing or otherwise) with:

     (a) an institution authorised under the Banking Act 1987;

     (b) a building society; or

     (c) a relevant European institution.

     The Company  shall  determine and inform the Trustee of whether the account
     will be interest bearing.

     If the Partnership  Share Money held on behalf of a Qualifying  Employee is
     held in an interest  bearing  account,  the Trustee  shall  account for the
     interest to the Qualifying Employee.

3    NO ACCUMULATION PERIOD

3.1  Acquisition  of  Shares:  Any  Partnership  Share  Money  deducted  from  a
     Qualifying  Employee's  Salary under a Partnership  Share Agreement with no
     Accumulation Period will be applied by the Trustee in acquiring Partnership
     Shares on a date  (the  "Acquisition  Date")  set by the  Trustee  which is
     within 30 days after the deduction is made.  The number of Shares  acquired
     on behalf of a Qualifying  Employee shall be determined by reference to the
     Market Value of the Shares on the Acquisition Date.

3.2  Surplus  Partnership  Share  Money:  Any  surplus  Partnership  Share Money
     remaining after the  acquisition of Partnership  Shares by the Trustee may,
     with the agreement of the Qualifying Employee (which may be provided for in
     the Partnership Share Agreement),  be carried forward and added to the next
     deduction  of  Salary.  In any  other  case,  it must  be paid  over to the
     Qualifying  Employee  (subject  to  deduction  of income tax under PAYE and
     NICs, as appropriate) as soon as practicable.

                                       30

<PAGE>

4    ACCUMULATION PERIOD

4.1  Accumulation Period: If the Company decides to offer an Accumulation Period
     in respect of an invitation to acquire  Partnership Shares, the Partnership
     Share Agreement must specify:

       (a) the length of the Accumulation  Period (which cannot exceed 12 months
           or, if different, any period specified from time to time in paragraph
           41(1) of Schedule 8);

       (b) when the Accumulation  Period starts (which may not be later than the
           date on which  the first  deduction  of  Salary  is made  under  that
           Agreement); and

       (c) when the Accumulation Period ends and whether the Accumulation Period
           will  come to an end  before  then  on the  occurrence  of  specified
           event(s).

4.2  Transaction  resulting in a new holding: If, during an Accumulation Period,
     a transaction occurs in relation to any Shares (the "original  holding") to
     be acquired  under a  Partnership  Share  Agreement  which results in a new
     holding of shares  (the "new  holding")  being  equated  with the  original
     holding for the purposes of capital gains tax and the  Qualifying  Employee
     so consents,  the  Partnership  Share Agreement shall have effect after the
     time of that  transaction  as if it were an  agreement  for the purchase of
     shares comprised in the new holding.

4.3  Acquisition  of Shares:  Subject to Rule 4.5, the  Partnership  Share Money
     deducted in respect of a Participant during an Accumulation  Period must be
     applied by the Trustee in  acquiring  Partnership  Shares on behalf of that
     Participant on a date (the "Acquisition  Date") set by the Trustee which is
     within 30 days  after the end of that  Accumulation  Period.  The number of
     Shares  acquired on behalf of a Qualifying  Employee  will be determined by
     reference to the lower of:

       (a) the Market Value of the Shares at the  beginning of the  Accumulation
           Period; and

       (b) the Market Value of the Shares on their Acquisition Date.

4.4  Surplus  Partnership  Share  Money:  Any  surplus  Partnership  Share Money
     remaining after the  acquisition of Partnership  Shares by the Trustee may,
     with the agreement of the Qualifying Employee (which may be provided for in
     the  Partnership  Share   Agreement),   be  carried  forward  to  the  next
     Accumulation  Period.  In any  other  case,  it must  be  paid  over to the
     Qualifying  Employee  (subject  to  deduction  of income tax under PAYE and
     NICs, as appropriate) as soon as practicable.

4.5  Repayment of Partnership  Share Money: In any case where  Partnership Share
     Money  has been  deducted  in an  Accumulation  Period  and the  Qualifying
     Employee  ceases to be in Employment  with a  Participating  Company during
     that  Accumulation  Period the  Partnership  Share  Money  deducted in that
     Accumulation  Period must be paid over to the Qualifying  Employee (subject
     to

                                       31
<PAGE>

     deduction of income tax under PAYE and NICs as appropriate) as soon as
     practicable.  The  Partnership  Share  Agreement  may provide that when the
     Accumulation Period comes to an end on the occurrence of an event specified
     in the Agreement the Partnership  Share Money deducted in that Accumulation
     Period must be paid over to the Qualifying  Employee  (subject to deduction
     of income tax under PAYE and NICs, as appropriate) as soon as practicable.

5    STOPPING AND RESTARTING DEDUCTIONS

5.1  Stopping  deductions:  A Qualifying Employee may at any time after entering
     into a Partnership  Share  Agreement give notice in writing to the relevant
     Participating  Company  to stop  deductions  from  his  Salary  under  that
     Agreement.

5.2  Restarting  deductions:  A Qualifying  Employee who has stopped  deductions
     from  his  Salary  in  pursuance  of  a  Partnership  Share  Agreement  may
     subsequently give notice in writing to the relevant  Participating  Company
     to restart deductions from his Salary under that Agreement. However:

     (a) any deductions that have been missed may not be made up; and

     (b) where the  deductions  are made during an  Accumulation  Period,  the
         Partnership  Share  Agreement may prevent a Qualifying  Employee from
         restarting deductions more than once in that Accumulation Period.

5.3  Termination  of  Partnership  Share  Agreement:  A Qualifying  Employee may
     terminate his  Partnership  Share Agreement at any time by giving notice in
     writing to the relevant  Participating Company. Where a Qualifying Employee
     terminates his Partnership Share Agreement,  no further deductions shall be
     made from his Salary  and any  Partnership  Share  Money held on his behalf
     shall be paid over to him  (subject to  deduction  of income tax under PAYE
     and NICs, as appropriate) as soon as practicable.

5.4  Effect of notice  under  Rules  5.1,  5.2 and 5.3:  Unless a later  date is
     specified  in any notice  given under Rule 5.1 or 5.3 above,  the  relevant
     Participating  Company must give effect to such a notice  within 30 days of
     receiving it. Unless a later date is specified in a notice given under Rule
     5.2 above, the relevant Participating Company must restart deductions under
     the  Partnership  Share  Agreement  no later  than  the  date of the  first
     deduction due under the Partnership Share Agreement more than 30 days after
     receipt of the notice.

6    WITHDRAWAL OF PARTNERSHIP SHARES

     A Participant may withdraw his Partnership Shares from the Plan at any
     time.


                                       32
<PAGE>

7    NUMBER OF PARTNERSHIP SHARES THAT CAN BE ACQUIRED

7.1  Limit specified at time of invitation:  The Company may specify at the time
     of making an  invitation  under Rule 1 the  maximum  number of  Partnership
     Shares that can be acquired on behalf of Eligible  Employees  in respect of
     that  invitation.   The  Partnership   Share  Agreement  shall  contain  an
     undertaking  by the  Company  to notify  each  Qualifying  Employee  of any
     restriction on the number of Shares to be acquired:

     (a) if there is no  Accumulation  Period,  before  the  deduction  of any
         Partnership Share Money under the Partnership Share Agreement; or

     (b) if there is an  Accumulation  Period,  before  the  beginning  of the
         Accumulation Period under that Partnership Share Agreement.

7.2  Scaling down: If the Company receives  applications for Partnership  Shares
     in excess of the maximum number of Partnership  Shares specified in respect
     of that invitation  under Rule 7.1, then the following steps shall be taken
     in sequence until the excess number is eliminated:

     (a) the  excess  of the  monthly  deduction  chosen  by  each  Qualifying
         Employee over the amount  stipulated  under Rule 1.4 shall be reduced
         pro rata;

     (b) all  monthly  deductions  shall be reduced  to the amount  stipulated
         under Rule 1.4; and

     (c) Partnership  Share Agreements shall be selected by lot, each based on
         a monthly deduction of the amount stipulated under Rule 1.4.

7.3  Modification/withdrawal  and  notification:   If  Rule  7.2  applies,  each
     Partnership  Share  Agreement  shall be  deemed to have  been  modified  or
     withdrawn in accordance with Rule 7.2 and each Qualifying Employee shall be
     notified accordingly.

8    MATCHING SHARES

8.1  Matching Shares - acquisition and forfeiture:  If the Company  decides,  in
     conjunction  with an invitation  to acquire  Partnership  Shares,  to offer
     Matching Shares,  each Eligible  Employee shall be sent a Partnership Share
     Agreement.  The Partnership  Share Agreement will state the extent (if any)
     to which the Matching  Shares  appropriated  to a Participant in respect of
     the associated  Partnership  Shares will be forfeited if, other than in the
     event of Permitted Cessation, the Participant:

     (a) ceases to be in Employment;

     (b) withdraws the Matching Shares from the Plan; or

                                       33

<PAGE>

     (c) withdraws the associated Partnership Shares from the Plan,

     in each case within such period after the relevant Shares were Appropriated
     to him (not to exceed  three years) as is stated in the  Partnership  Share
     Agreement.

8.2  Terms of Matching Shares: Matching Shares shall:

     (a) be  Shares  of the  same  class  and  carry  the same  rights  as the
         Partnership Shares to which they relate;

     (b) be Appropriated  on the same day as the  Partnership  Shares to which
         they relate are acquired on behalf of the Qualifying Employee; and

     (c) in respect of any  Appropriation,  be  Appropriated to all Qualifying
         Employees on exactly the same basis.

8.3  Ratio of Matching  Shares to  Partnership  Shares:  The  Partnership  Share
     Agreement under which Matching Shares are offered must specify the ratio of
     Matching  Shares to  Partnership  Shares for the time being  offered by the
     Company and the  circumstances and manner in which the ratio may be changed
     by the  Company.  The  ratio  must  not  exceed  2:1 (or such  other  ratio
     permitted by  paragraph  51(2) of Schedule 8 from time to time) and must be
     applied by reference to the number of Shares. The Qualifying  Employee must
     be  informed by the  Company if the ratio  offered by the  Company  changes
     before  Partnership  Shares are  acquired on his behalf  under the relevant
     Partnership Share Agreement.



                                       34

<PAGE>

                                   PART FIVE

                         REINVESTMENT OF CASH DIVIDENDS



1    PERMITTED REINVESTMENT

1.1  Mandatory or voluntary reinvestment: At the time of operating Part Three or
     Part Four of these Rules,  the Company may decide  that,  subject to Rule 2
     below,  all cash dividends paid in respect of any Plan Shares  Appropriated
     or acquired on behalf of a Participant  as a consequence  of that operation
     must either:

     (a) be applied in acquiring Dividend Shares on behalf of the Participant;
         or

     (b) be  applied  in   acquiring   Dividend   Shares  on  behalf  only  of
         Participants who elect to reinvest those dividends.

     If the Company decides  to impose  or allow such a facility under the Plan,
     the provisions of this Part Five of these Rules shall apply.

1.2  Dividend Shares/Holding Period: Dividend Shares shall be shares of the same
     class and carry the same  rights as the  Shares to which the cash  dividend
     relates and may not be subject to forfeiture.

     During the Holding Period,  the Participant  shall be bound by the terms of
     his  Participation  Contract with the Company to permit any Dividend Shares
     acquired on his behalf to remain in the hands of the  Trustee and  (subject
     to Clause 8 of the Deed) not to assign,  charge or otherwise dispose of his
     beneficial interest in such Dividend Shares.

2    LIMIT ON DIVIDEND REINVESTED

2.1  Maximum amount reinvested:  The amount applied under the Plan and any other
     Employee  Share   Ownership  Plan  in  acquiring   Dividend  Shares  for  a
     Participant  shall  not  exceed  [British  Pounds]  1,500  in any  Year  of
     Assessment  (or such  other  amount as may be  permitted  from time to time
     under paragraph 54(1) of Schedule 8).

2.2  Surplus  cash  dividend:  If the amount of cash  dividend  received  by the
     Trustee  in  respect  of a  Participant's  Plan  Shares  exceeds  the limit
     specified in Rule 2.1 above for that Participant in any Year of Assessment,
     the excess of the cash  dividend  must be paid over to the  Participant  as
     soon as practicable.


                                       35
<PAGE>

3    ACQUISITION OF DIVIDEND SHARES

3.1  Time of  acquisition:  Subject to Rule 3.3,  the Trustee  must apply a cash
     dividend  paid in  respect  of Plan  Shares  that  is to be  reinvested  in
     acquiring  Dividend  Shares on a date (the  "Acquisition  Date") set by the
     Trustee  which is a date  within  30 days  after the date on which the cash
     dividend is received by it. The Trustee must,  in exercising  its powers in
     relation to the acquisition of Dividend Shares,  treat Participants  fairly
     and equally and may, for these purposes, use any unappropriated Shares that
     it holds.

3.2  Number of Dividend Shares acquired:  The number of Dividend Shares acquired
     on behalf of a  Participant  shall be  determined  in  accordance  with the
     Market Value of those Shares on their Acquisition Date.

3.3  Carry  forward of  uninvested  amounts:  Any cash  dividend  available  for
     reinvestment  that is not  reinvested  either  because  the  amount  of the
     dividend is insufficient to acquire a Dividend Share or because there is an
     amount remaining after acquiring one or more Dividend Shares on behalf of a
     Participant may be retained by the Trustee and carried forward and added to
     the amount of the next cash dividend to be reinvested for that Participant.
     However,  any such amount  retained by the Trustee must be paid over to the
     Participant as soon as practicable:

     (a) if or to the extent  that it is not  reinvested  within the period of
         three years beginning with the date on which the dividend was paid;

     (b) if  the  Participant   ceases  to  be  in  Employment  prior  to  its
         reinvestment; or

     (c) if a Plan Termination Notice is issued prior to its reinvestment.

     For the purposes of this Rule an amount of cash  dividend  carried  forward
     from an earlier  cash  dividend  shall be treated as  reinvested  before an
     amount derived from a later cash dividend.

                                       36
<PAGE>

THE COMMON SEAL OF                      )

THE COCA-COLA EXPORT CORPORATION        )

was hereunto affixed in the presence of:)
                                                /s/ Susan E. Shaw
                                                -----------------------------
                                                Secretary


                                                /s/ Fiona K. Payne
                                                -----------------------------
                                                Authorized Signatory



THE COMMON SEAL OF                      )
COCA-COLA HOLDINGS (UK) LIMITED         )
was hereunto affixed in the presence of:)


                                                /s/ David Cullinan
                                                -----------------------------
                                                Director




                                                /s/ Jennifer Owen
                                                -----------------------------
                                                Secretary

THE COMMON SEAL OF                      )
BEVERAGE SERVICES LIMITED               )
was hereunto affixed in the presence of:)

                                                /s/ David Cullinan
                                                -----------------------------
                                                Director


                                                /s/ Jennifer Owen
                                                -----------------------------
                                                Secretary


THE COMMON SEAL OF                      )
CAPITA IRG TRUSTEES LIMITED             )
was hereunto affixed in the presence of:)

                                                /s/ David Kilmartin
                                                -----------------------------
                                                Authorised signatory



                                                /s/ John Butler
                                                -----------------------------
                                                Authorised signatory


                                       37








12