EXHIBIT 10.68


          KEY EXECUTIVE RETENTION, SEVERANCE AND NON-COMPETITION PLAN

          Panamerican Beverages, Inc., a company organized under the laws of
the Republic of Panama (the "Parent Company") hereby adopts this Key Executive
Retention, Severance and Non-Competition Plan (the "Plan") on September 18,
2002 for the benefit of certain executives who are in a position to contribute
materially to the success of the Parent Company and its subsidiaries,
including, without limitation, Panamco, LLC (collectively, the "Company").

          1. Purpose. The Company believes that its ability to retain and
motivate key executives may be adversely affected if, as a means of enhancing
shareholder value, the Company considers or enters into a Change of Control
(as defined below) transaction. For this reason, the Company has adopted the
Plan with its principal purpose to: (i) assure that the Company will have the
continued dedication and objectivity of its key executives, notwithstanding
the possibility, threat or occurrence of a Change of Control; and (ii) to
provide its key executives with an incentive to continue employment with the
Company and to motivate its key executives to maximize the value of the
Company upon a Change of Control for the benefit of its stockholders. The Plan
is maintained primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees of the Company.

          2. Certain Defined Terms. Certain capitalized terms used in the Plan
have the meaning set forth in Section 9 of the Plan.

          3. Benefits.

             (a) Subject to Section 3(c), in the event that a Participant's
employment terminates as a result of Involuntary Termination at any time
during the Change of Control Window, then the Participant shall be entitled to
the following benefits:

                 (i) Cash Severance Payment. The Participant shall receive a
          cash payment in an amount (the "Severance Amount") equal to the
          product of: (A) the Participant's Annual Compensation; and (B) the
          Participant's Severance Multiple. The Severance Amount shall be paid
          in a lump sum, less all applicable withholding taxes, within 30 days
          of the Involuntary Termination. The Severance Amount shall not be
          taken into account for purposes of determining benefits under any
          other qualified or non-qualified plans of the Company.

                 (ii) Continued Employee Welfare Benefits. The Participant
          (and any person entitled to claim by or through such Participant)
          shall receive continued provision of the Company's standard group
          employee insurance coverages (e.g., health, dental, disability and
          life), as elected by the Participant and in effect immediately prior
          to the Involuntary Termination, for a period (the "Company-Paid
          Coverage Period") that commences upon the Involuntary Termination
          and terminates upon the earlier of: (A) the expiration of the period
          (measured in the number of years and/or fractions thereof equal to
          the Participant's Severance Multiple) immediately following such
          Involuntary Termination; or (B) the date that the Participant
          becomes covered under another employer's group health, dental,
          disability or life insurance plans that provide the


<PAGE>


                 Participant with comparable benefits; provided, however, that
                 if the continuation of any or all of such insurance coverages
                 are not permitted under the terms of the Company's group
                 insurance plans, the Company shall arrange for the provision
                 of substantially equivalent insurance coverages to be
                 provided under alternative plans or arrangements that provide
                 such coverages on substantially the same terms and at a cost
                 to such Participant that is not greater than that incurred by
                 such Participant (determined on an after-tax basis)
                 immediately prior to such Involuntary Termination. For
                 purposes of Title X of the Consolidated Budget Reconciliation
                 Act of 1985 ("COBRA"), the date of the "qualifying event" for
                 the Participant and his dependents shall be the date upon
                 which the Company-Paid Coverage Period terminates.

                 (iii) Accelerated Vesting of Options and Restricted Stock. If
          such Involuntary Termination occurs prior to the date of the Change
          of Control, such Participant's outstanding stock options and
          restricted stock granted under the Company's Equity Incentive Plan
          (the "EIP") shall fully vest and, in the case of stock options,
          become exercisable as of the date of Involuntary Termination.

                 (iv) Accrued Salary and Vacation. The Participant shall be
          paid all salary and accrued vacation pay earned through the date of
          such Participant's Involuntary Termination, less all applicable
          withholding taxes. Such payment shall be made at the same time as
          the Severance Amount.

                 (v) Relocation Allowance for Expatriates. The Company shall
          provide each Participant who is an Expatriate an additional cash
          payment of $25,000.00, to be paid at the same time as the Severance
          Amount.

             (b) Upon a Change of Control, each Participant (i) who is then
employed by the Company or (ii) whose employment terminated prior to such
Change of Control as a result of an Involuntary Termination during the Change
of Control Window shall become entitled to receive, in lieu of any payments
that the Participant may be entitled to receive under the Company's Annual
Incentive Plan for the year in which the Change of Control occurs, a lump-sum
payment equal to the product of: (A) the Participant's target bonus (using the
base 1x multiple) for the year in which the Change of Control occurs; and (B)
the number of days from January 1 to the date of the Change of Control divided
by 365. Such payment shall be made within 30 days of the date of the Change of
Control.

             (c) No Participant shall be entitled to receive the benefits set
forth in Section 3(a) and, if applicable, Section 6(a)(i) hereof unless he
first executes a Release (substantially in the form of Exhibit "A" hereto) in
favor of the Company and others set forth in Exhibit "A" relating to all
claims or liabilities of any kind relating to his employment with the Company
or a subsidiary thereof and the termination of such employment.

          4. Nonqualifying Termination. In the event a Participant's
employment is terminated (a) for any reason during any period other than the
Change of Control Window, (b) during the Change of Control Window, by reason
of his voluntary resignation (and such resignation does not


                                     -2-


<PAGE>


constitute an Involuntary Termination), death or disability or (c) during the
Change of Control Window, by the Company for Cause, then such Participant
shall not be entitled to receive severance or other benefits under the Plan.

          5. Acceleration under Equity Incentive Plan. Except as otherwise
provided in Section 3(a)(iii) hereof, each Participant's outstanding stock
options and restricted stock granted under the EIP shall vest and, in the case
of stock options, become exercisable, as provided by and subject to the terms
of the EIP.

          6. Excise Tax Gross-Up; Limitation on Payments.

             (a) Anything in this Plan to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any
Payment to a Participant would be subject to the Excise Tax, then:

                 (i) Level 1 Employee. If a Participant is a Level 1 Employee,
          then such Participant shall be entitled to receive an additional
          payment (the "Gross-Up Payment") in an amount such that, after
          payment by such Participant of all taxes (and any interest or
          penalties imposed with respect to such taxes), including, without
          limitation, any income and employment taxes (and any interest and
          penalties imposed with respect thereto) and Excise Tax imposed upon
          the Gross-Up Payment, such Participant retains an amount of the
          Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

                 (ii) Level 2 Employee. If a Participant is a Level 2
          Employee, then the amounts payable to such Participant shall be
          reduced (reducing first the Payment under Section 3(a)(i), second
          the Payment under Section 3(b) and third the Payment under Section
          3(a)(iii), unless an alternative method or order of reduction is
          elected by such Participant) to the maximum amount as will result in
          no portion of the Payments being subject to such Excise Tax (the
          "Safe Harbor Cap"), but only if the net after-tax amount that would
          be received by such Participant, taking into account all applicable
          federal, state and local income taxes and the Excise Tax, is greater
          than the net after-tax amount that would be received by such
          Participant if Payments are not reduced to the Safe Harbor Cap. For
          purposes of reducing the Payments to the Safe Harbor Cap, only
          amounts payable to such Participant under the Plan (and no other
          Payments) shall be reduced, unless consented to by such Participant.

             (b) Subject to the provisions of Section 6(c), all determinations
required to be made under this Section 6, including whether and when a
Gross-Up Payment or a reduction to the Safe Harbor Cap is required, the amount
of such Gross-Up Payment or reduction and the assumptions to be utilized in
arriving at such determination, shall be made by the firm engaged as the
Parent Company's accountants immediately prior to the Change of Control (the
"Accounting Firm"). The Accounting Firm shall provide detailed supporting
calculations both to the Company and such Participant within 15 business days
of the receipt of notice from such Participant that there has been a Payment
or such earlier time as is requested by the Company. If the Accounting Firm
determines that no Excise Tax is payable by a Level 1 Employee, it shall
deliver to such


                                     -3-


<PAGE>


Participant a written opinion to such effect and to the effect that failure to
report the Excise Tax on such Participant's applicable federal income tax
return will not result in the imposition of a negligence or similar penalty.
If the Accounting Firm determines that a reduction to the Safe Harbor Cap is
required in the case of a Level 2 Employee, then the Accounting Firm shall
deliver to such Participant a written opinion to that effect, and that failure
to report the Excise Tax on such Participant's applicable federal income tax
return will not result in the imposition of a negligence or similar penalty.
All fees and expenses of the Accounting Firm shall be borne solely by the
Company. Any Gross-Up Payment, as determined pursuant to this Section 6(b),
shall be paid by the Company to such Participant within five days of the
receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and such Participant. As a
result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by the Company
should have been made (or that all or a portion of the reductions pursuant to
Section 6(a)(ii) should not have been made) (the "Underpayment") or that
Payments have been made to or for the benefit of a Participant in excess of
the limitations provided in Section 6(a)(ii) (an "Excess Payment"), consistent
with the calculations required to be made hereunder. In the event the Company
exhausts its remedies pursuant to Section 6(c) and a Level 1 Employee
thereafter is required to make a payment of any Excise Tax (or, if it is
otherwise determined by the Accounting Firm or a court of competent
jurisdiction that an Underpayment has occurred with respect to a Level 2
Employee), the Accounting Firm shall determine that amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of such Participant, together with interest on
such amount at the applicable federal rate (as defined in Section 1274(d) of
the Code) from the date such amount would have been paid to such Participant
until the date of payment. If it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding that has
been finally and conclusively resolved, that an Excess Payment has been made,
such Excess Payment shall be deemed for all purposes to be a loan to such
Participant made on the date such Participant received the Excess Payment and
such Participant shall repay the Excess Payment to the Company on demand,
together with interest on the Excess Payment at the applicable federal rate
(as defined in Section 1274(d) of the Code) from the date of such
Participant's receipt of such Excess Payment until the date of such repayment.

             (c) A Participant shall notify the Company in writing of any
claims by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be
given as soon as practicable but not later than 30 days after such Participant
actually receives notice in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is
requested to be paid; provided, however, that the failure of such Participant
to notify the Company of such claim (or to provide any required information
with respect thereto) shall not affect any rights granted to such Participant
under this Section 6 except to the extent that the Company is materially
prejudiced in the defense of such claim as a direct result of such failure.
The Participant shall not pay such claim prior to the expiration of the 30-day
period following the date on which such Participant gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies such Participant
in writing prior


                                     -4-


<PAGE>


to the expiration of such period that the Company desires to contest such
claim, such Participant shall:

                 (i) give the Company any information reasonably requested by
          the Company relating to such claim;

                 (ii) take such action in connection with contesting such
          claim as the Company shall reasonably request in writing from time
          to time, including, without limitation, accepting legal
          representation with respect to such claim by an attorney selected by
          the Company and reasonably acceptable to such Participant;

                 (iii) cooperate with the Company in good faith in order to
          effectively contest such claim; and

                 (iv) permit the Company to participate in any proceedings
          relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold such Participant harmless, on
an after-tax basis, for any Excise Tax or income or employment tax (including
interest and penalties) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing provisions of this
Section 6, the Company shall control all proceedings taken in connection with
such contest, and, at its sole discretion, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole
discretion, either direct such Participant to pay the tax claimed and sue for
a refund or contest the claim in any permissible manner, and such Participant
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that, if the
Company directs such Participant to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to such Participant, on an
interest-free basis, and shall indemnify and hold such Participant harmless,
on an after-tax basis, from any Excise Tax or income tax (including interest
or penalties) imposed with respect to such advance or with respect to any
imputed income in connection with such advance; and provided, further, that
any extension of the statute of limitations relating to payment of taxes for
the taxable year of such Participant with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which the Gross-Up Payment would be payable hereunder, and
such Participant shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing
authority.

             (d) If, after the receipt by such Participant of an amount
advanced by the Company pursuant to Section 6(c), such Participant becomes
entitled to receive any refund with respect to such claim, such Participant
shall (subject to the Company's complying with the requirements of Section
6(c)) promptly pay to the Company the amount of such refund (together


                                     -5-


<PAGE>


with any interest paid or credited thereon after taxes applicable thereto).
If, after the receipt by such Participant of an amount advanced by the Company
pursuant to Section 6(c), a determination is made that such Participant shall
not be entitled to any refund with respect to such claim, and the Company does
not notify such Participant in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

             (e) Notwithstanding any other provision of this Section 6, the
Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of
such Participant, all or any portion of the Gross-Up Payment, and such
Participant hereby consents to such withholding.

          7. Restrictive Covenants.

             7.1 Non-competition/Non-Solicitation at Option of the Company in
Return for Payment.

             (a) As an inducement to the Company to provide the payments and
benefits to the Participants under the Plan, each Participant acknowledges and
agrees that in the event of such Participant's termination of employment for
any reason (whether or not occurring during the Change of Control Window), the
Company shall have the right (but not the obligation) to require a Participant
to comply with the restrictions set forth in Section 7.1(b) for a term
measured in years and fractions thereof equal to the Participant's Severance
Multiple (the "Non Compete Term"), provided that if such Participant's
employment is not terminated by reason of an Involuntary Termination during a
Change of Control Window (and therefore is not entitled to receive the
payments and benefits set forth in Section 3(a) hereof), then such Participant
need not comply with the restrictions set forth in this Section 7.1 unless the
Company shall pay to such Participant an amount equal to the amount that would
have been payable to such Participant as a Severance Amount (assuming solely
for such purpose that such Participant were entitled to such amount under
Section 3(a) upon his termination of employment), with such amount to be paid
in equal monthly installments over the Non-Compete Term.

             (b) Each Participant acknowledges and agrees that, so long as the
Company complies with its obligations to provide the payments required under
Section 3 or Section 7.1(a), as applicable, he shall not, directly or
indirectly, (i) engage in or have any interest in any sole proprietorship,
partnership, corporation or business or any other person or entity (whether as
an employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise) that directly or indirectly (or through any
affiliated entity) engages in competition with the Company (for this purpose,
any business that engages in soft drink beverage distribution in any area in
the world in which the Company engages in the soft drink beverage distribution
business shall be deemed to be in competition with the Company) during the
Non-Compete Term; provided that such provision shall not apply to the
Participant's ownership of common stock of the Parent Company or the
acquisition by the Participant, solely as an investment, of securities of any
issuer that is registered under Section 12(b) or 12(g) of the Exchange Act,
and that are listed or


                                     -6-


<PAGE>


admitted for trading on any United States national securities exchange or that
are quoted on the National Association of Securities Dealers Automated
Quotations System, or any similar system or automated dissemination of
quotations of securities prices in common use, so long as the Participant does
not control, acquire a controlling interest in or become a member of a group
which exercises direct or indirect control of, more than five percent of any
class of capital stock of such corporation; or (ii) for himself or for any
other person, firm, corporation, partnership, association or other entity: (A)
employ or attempt to employ or enter into any contractual arrangement with any
employee or former employee of the Company, unless such employee or former
employee has not been employed by the Company for a period in excess of six
months; (B) call on or solicit any of the actual or targeted prospective
clients of the Company on behalf of any person or entity in connection with
any business competitive with the business of the Company; or (C) make known
the names and addresses of such clients or any information relating in any
manner to the Company's trade or business relationships with such customers.

             7.2 Nondisclosure. Each Participant acknowledges and agrees that,
as a condition of his participation in the Plan (whether or not the Company
elects to trigger the obligations set forth in Section 7.1 (b)), he shall not
at any time divulge, communicate, use to the detriment of the Company or for
the benefit of any other person or persons, or misuse in any way, any
Confidential Information (as hereinafter defined) pertaining to the business
of the Company. Any Confidential Information or data now or hereafter acquired
by the Participant with respect to the business of the Company (which shall
include, but not be limited to, information concerning the Company's financial
condition, prospects, technology, customers, suppliers, sources of leads and
methods of doing business) shall be deemed a valuable, special and unique
asset of the Company that is received by the Participant in confidence and as
a fiduciary, and Participant shall remain a fiduciary to the Company with
respect to all of such information. For purposes of the Plan, "Confidential
Information" means information disclosed to the Participant or known by the
Participant as a consequence of or through his employment by the Company
(including information conceived, originated, discovered or developed by the
Participant) prior to or after the date of adoption of the Plan, and not
generally known, about the Company or its business. Notwithstanding the
foregoing, nothing herein shall be deemed to restrict the Participant from
disclosing Confidential Information to the extent required by law.

             7.3 Acknowledgment by Participant. As a condition of his
participation in the Plan, each Participant shall acknowledge and confirm that
(a) the restrictive covenants contained in this Section 7: (i) are reasonably
necessary to protect the legitimate business interests of the Company, and
(ii) are not overbroad, overlong, or unfair and are not the result of
overreaching, duress or coercion of any kind, (b) his full, uninhibited and
faithful observance of each of the covenants contained in this Section 7 will
not cause him any undue hardship, financial or otherwise, and that enforcement
of each of the covenants contained herein will not impair his ability to
obtain employment commensurate with his abilities and on terms fully
acceptable to him or otherwise to obtain income required for the comfortable
support of him and his family and the satisfaction of the needs of his
creditors and (c) the restrictions contained in this Section 7 are intended to
be, and shall be, for the benefit of and shall be enforceable by, the
Company's successors and permitted assigns.


                                     -7-


<PAGE>


             7.4 Reformation by Court. In the event that a court of competent
jurisdiction shall determine that any provision of this Section 7 is invalid
or more restrictive than permitted under the governing law of such
jurisdiction, then only as to enforcement of this Section 7 within the
jurisdiction of such court, such provision shall be interpreted and enforced
as if it provided for the maximum restriction permitted under such governing
law.

             7.5 Injunction. The Company shall be entitled to an injunction
from any court of competent jurisdiction enjoining and restraining any
violation of any or all of the covenants contained in this Section 7 by the
Participant or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess. Each
Participant shall, as a condition of his participation in the Plan,
acknowledge the rights of the Company under this Section 7.5.

          8. Plan Administration.

             8.1 The Committee. The Plan shall be interpreted, administered
and operated by the Compensation Committee of the Board of Directors of the
Parent Company ("Board"), or such other committee designated by the Board to
interpret, administer and operate the Plan (the "Committee"). The Committee
shall have complete authority, in its sole discretion (subject to the express
provisions of the Plan and the obligation imposed hereby to act in good faith)
to interpret the Plan and to make any determinations necessary or advisable
for the administration of the Plan.

             8.2 Administration. The Committee may delegate any of its duties
to such person or persons as it may determine in its sole discretion from time
to time to assist the Committee in the administration of the Plan. Consistent
with the requirements of ERISA and the regulations thereunder of the
Department of Labor, the Committee shall provide adequate written notice to
any Participant whose claim for benefits has been denied, setting forth
specific reasons for such denial, written in a manner calculated to be
understood by such Participant, and affording such Participant a full and fair
review of the decision denying the claim.

             8.3 Participants. The Committee shall from time to time select
the employees (each a "Participant" and collectively, the "Participants") who
are to participate in the Plan. The Company shall advise each Participant of
his participation in the Plan by a letter (the "Award Letter"), which shall
include the Level (1 or 2) at which he will participate and his corresponding
Severance Multiple under the Plan and such other terms and conditions not
inconsistent with the Plan. Each Participant shall sign the Award Letter and
return it to the Company with an acknowledgment that the Participant has read
the Plan, understands his rights and obligations under the Plan, and agrees to
be bound by its terms and conditions. Without conferring any rights whatsoever
upon a Participant or employee of the Company, it is generally intended that
individual Participants will be assigned a level of participation as follows:
(i) the Chief Executive Officer of the Company and each vice president or
other senior executive of Panamco, LLC that reports directly to the Chief
Executive Officer (but excluding any director, manager or staff-level employee
that reports directly to the Chief Executive Officer) may be assigned Level 1
status; and (ii) director-level employees of Panamco, LLC may be assigned
Level 2 status.


                                     -8-


<PAGE>


             8.4 Termination or Amendment of Plan. The Plan shall expire on
September 18, 2005; provided, however, that on September 18, 2003 and on each
September 18 thereafter (any such anniversary being referred to herein as a
"Renewal Date") the term of the Plan shall be extended for one additional year
unless the Board has determined, subject to the remainder of this Section 8.4,
at least 90 days in advance of the immediately succeeding Renewal Date that
the term of the Plan shall not be so extended. The Board shall have the right,
prior to a Change of Control, in its sole discretion, to approve the
termination or amendment of the Plan; provided, however, that no such action
which would adversely affect the rights or potential rights of a Participant
shall be taken by the Board without the consent of such Participant from the
time the Board is informed at a regular or special meeting as to the identity
of a person that may desire to enter into a Change of Control until, in the
opinion of the Board, such person or the Board has abandoned or terminated any
potential Change of Control. In no event shall this Plan be terminated or
amended following a Change of Control in any manner which would adversely
affect the rights or potential rights of a Participant under this Plan with
respect to such Change of Control without the consent of such Participant.

          9. Certain Definitions.

             9.1 "Annual Compensation" shall mean: (i) the Participant's
current base salary (determined immediately prior to the Involuntary
Termination and without regard to any decrease in such salary giving rise to
the Involuntary Termination); and (ii) the Participant's target bonus for the
year in which the Involuntary Termination occurs (using the base 1x multiple).

             9.2 "Cause" shall mean: (i) an action or omission of the
Participant that constitutes a willful and material breach of, or failure or
refusal (other than by reason of his disability) to perform his duties as an
employee of the Company which is not cured within 90 days after receipt by the
Participant of written notice of same and which termination is affirmed by a
majority vote of the full Board; (ii) fraud, embezzlement, misappropriation of
funds or breach of trust by the Participant in connection with the performance
of such Participant's services to the Company; (iii) the Participant's
conviction of any crime which involves dishonesty or a breach of trust; or
(iv) gross negligence in connection with the performance of such Participant's
services to the Company, which is not cured within 90 days after written
receipt by the Participant of written notice of same and which termination is
affirmed by a majority vote of the full Board. Any termination of employment
for Cause shall be made in writing to the Participant, which notice shall set
forth in detail all acts or omissions upon which the Company is relying for
such termination. Any determination of Cause by the Board shall be binding and
conclusive on all parties.

             9.3 "Change of Control" shall be deemed to have occurred if: (i)
any "person" as such term is used in Sections 13(d) and 14(d) of the Exchange
Act (other than under any employee benefit plan of the Parent Company, and
excluding stockholders of the Parent Company who are stockholders of the
Parent Company as of the date of adoption of the Plan), becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Parent Company representing 50% or more of
the combined voting power of the Parent Company's then outstanding securities;
(ii) during any period of two consecutive years


                                     -9-


<PAGE>


(not including any period prior to the adoption of the Plan) individuals who
at the beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into an
agreement with the Parent Company to effect a transaction described in clause
(i), (iii) or (iv) of this Section 9.3) whose election by the Parent Company's
stockholders was recommended by the Board with a vote of at least
three-quarters of the directors still in office who either were directors at
the beginning of the two-year period or whose election or nomination for
election was previously so recommended, cease for any reason to constitute at
least a majority of the Board; (iii) the consummation of a merger or
consolidation of the Parent Company with any other corporation other than a
merger or consolidation which would result in the voting securities of the
Parent Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting shares of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the Parent Company or such surviving entity outstanding
immediately after such merger or consolidation; or (iv) the stockholders of
the Parent Company approve a plan of complete liquidation of the Parent
Company or an agreement for the sale or disposition by the Parent Company of
all or substantially all of the Parent Company's assets.

             9.4 "Change of Control Window" shall mean the period that
commences 90 days prior to (a) the occurrence of a Change of Control or (b)
any public announcement of the intention to undertake a transaction that if
consummated would result in a Change of Control, and terminates (i) in the
case of a Level 1 Employee, upon the expiration of the three-year period
following the date of such Change of Control or (ii) in the case of a Level 2
Employee, upon the expiration of the 24-month period following the date of
such Change of Control.

             9.5 "Code" shall mean the Internal Revenue Code of 1986, as
amended.

             9.6 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

             9.7 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

             9.8 "Excise Tax" shall mean the excise tax imposed by Section
4999 of the Code, together with any interest or penalties imposed with respect
to such excise tax.

             9.9 "Expatriate" shall mean a Participant who the Company has
required, in connection with such Participant's employment with the Company
and its affiliates, to relocate such Participant's principal place of
employment to a location other than such Participant's Original Location.

             9.10 "Involuntary Termination" shall mean: (a) any termination of
the Participant's employment by the Company other than for Cause; or (b) the
termination of the Participant's employment by the Participant following the
occurrence of (i) without the Participant's express written consent, a
material reduction in a Participant's position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities
relative to


                                     -10-


<PAGE>


the Participant's position, authority, duties or responsibilities in effect
immediately prior to the Change of Control, including the assignment to the
Participant of any duties inconsistent in any material respect with the
Participant's position, authority, duties or responsibilities in effect
immediately prior to the Change of Control, excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of notice thereof
given by the Participant; (ii) without the Participant's express written
consent, the Company's requiring the Participant's principal place of
employment to be based at any location beyond fifty (50) miles of the location
of such Participant's principal place of employment as it existed immediately
prior to the Change of Control, except for travel reasonably required in the
performance of the Participant's responsibilities; (iii) a reduction in the
Participant's then-current base salary or bonus opportunity; or (iv) a
material reduction in any of the Participant's then-current material benefits
or perquisites, including without limitation and as applicable, life
insurance, health insurance, disability insurance, dental insurance, car
allowance and vacation days. For purposes of this definition, solely with
respect to the occurrence following the first anniversary of a Change of
Control of an event described in Section 9.10(b), a Participant's termination
of his or her employment following the occurrence of such event shall not be
treated as an Involuntary Termination unless such Participant notifies the
Company of such event within 90 days of such Participant's knowledge of the
occurrence of such event.

             9.11 "Level 1 Employee" shall mean each Participant who the
Committee has determined shall participate as a Level 1 employee.

             9.12 "Level 2 Employee" shall mean each Participant who the
Committee has determined shall participate as a Level 2 employee.

             9.13 "Original Location" shall mean the location (city and
country) in which a Participant's principal place of employment with the
Company and its affiliates was located immediately prior to the first instance
in which the Company required a change in such Participant's principal place
of employment.

             9.14 "Payment" shall mean any payment or distribution in the
nature of compensation (within the meaning of Section 280G(b)(2) of the Code)
to or for the benefit of a Participant, whether paid or payable pursuant to
this Plan or otherwise.

             9.15 "Severance Multiple" shall mean:

                   (a) with respect to a Level 1 Employee, three; and

                   (b) with respect to a Level 2 Employee, one and one-half.

          10. General Provisions

             10.1 Assignment. Each Participant's rights under the Plan shall
be non-transferable except by will or by the laws of descent and distribution
and except insofar as applicable law may otherwise require. Any purported
assignment in violation of the preceding


                                     -11-


<PAGE>


sentence shall be void.

             10.2 Governing Law. Except to the extent preempted by ERISA, the
Plan shall be governed by and construed in accordance with the laws of the
State of Florida without reference to principles of conflict of laws.

             10.3 Successors. The Plan shall be for the benefit of and binding
upon the Participants and their respective heirs, personal representatives,
legal representatives, successors and, where applicable, assigns, and upon the
Company and its successors (including, without limitation, any successor to
the Company, whether by merger, consolidation, sale of stock, sale of assets
or otherwise). The Company shall require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, expressly,
absolutely, unconditionally to assume and agree to perform under the Plan in
the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place.

             10.4 Severability. The invalidity of any one or more of the
words, phrases, sentences, clauses or sections contained in the Plan shall not
affect the enforceability of the remaining portions of the Plan or any part
thereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses or sections contained in the Plan shall be declared invalid, the Plan
shall be construed as if such invalid word or words, phrase or phrases,
sentence or sentences, clause or clauses, or section or sections had not been
inserted.

             10.5 Section Headings and Gender. The section headings contained
the Plan are for reference purposes only and shall not affect in any way the
meaning or interpretation of the Plan. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter, as the identity
of the person or persons may require.

             10.6. No Duty to Mitigate. Except as otherwise specifically
provided herein, a Participant shall not be required to mitigate the amount of
any payment contemplated by the Plan, nor shall any such payment be reduced by
any earnings that the Participant may receive from any other source.

             10.7 Noncumulation of Benefits. A Participant may not cumulate
the benefits provided under the Plan with any severance benefits, social costs
or the like ("Other Severance Benefits") that such Participant may be entitled
to by agreement with the Company (including, without limitation, pursuant to
an employment agreement) or under applicable law in connection with the
termination of his employment. To the extent that a Participant receives any
Other Severance Benefits, then the payments and benefits payable hereunder to
such participant shall be reduced by a like amount. To the extent the Company
is required to provide payments or benefits to any Participant under the
Worker Adjustment and Retraining Notification Act (or any state, local or
foreign law relating to severance or dismissal benefits), the benefits payable
hereunder shall be first applied to satisfy such obligation.


                                     -12-


<PAGE>


             10.8 No Employment Agreement. The Plan does not obligate the
Company to continue to employ a Participant. The Participant's employment is
and shall, subject to the terms of any applicable written employment agreement
between the Company and Participant, continue to be at-will, as defined under
applicable law.

             10.9 No Funding of Plan. The Plan shall not be funded. No
Participant shall have any right to, or interest in, any assets of the Company
as a result of his participation in the Plan.

             10.10 Indemnification. If a Participant seeks, in any action,
suit or arbitration, to enforce or to recover damages for breach of his rights
under the Plan, the Participant shall be entitled to recover from the Company
promptly as incurred, and shall be indemnified by the Company against, any and
all expenses and disbursements, including attorneys' fees, actually and
reasonably incurred by the Participant, provided that a Participant shall not
be entitled to indemnification if it is finally determined that the action was
brought by the Participant frivolously or in bad faith.


                                     -13-


<PAGE>


                                                                   EXHIBIT "A"
                               RELEASE AGREEMENT

          In consideration of the mutual promises, payments and benefits
provided for in the annexed Panamerican Beverages, Inc. Key Employee Retention
and Severance Plan (the "Plan"), and the release from [insert employee's name]
(the "Employee") set forth herein, Panamerican Beverages, Inc. (the "Company")
and the Employee agree to the terms of this Release Agreement. Capitalized
terms used and not defined in this Release Agreement shall have the meanings
assigned thereto in the Plan.

          1. The Employee acknowledges and agrees that the Company is under no
obligation to offer the Employee the payments and benefits set forth in the
annexed Plan, unless the Employee consents to the terms of this Release
Agreement. The Employee further acknowledges that he/she is under no
obligation to consent to the terms of this Release Agreement and that the
Employee has entered into this agreement freely and voluntarily.

          2. The Employee voluntarily, knowingly and willingly releases and
forever discharges the Company and its affiliates, together with its and their
respective officers, directors, partners, shareholders, employees and agents,
and each of its and their predecessors, successors and assigns (collectively,
"Releasees"), from any and all charges, complaints, claims, promises,
agreements, controversies, causes of action and demands of any nature
whatsoever that the Employee or his/her executors, administrators, successors
or assigns ever had, now have or hereafter can, shall or may have against
Releasees by reason of any matter, cause or thing whatsoever arising prior to
the time of signing of this Release Agreement by the Employee. The release
being provided by the Employee in this Release Agreement includes, but is not
limited to, any rights or claims relating in any way to the Employee's
employment relationship with the Company or any its Affiliates, or the
termination thereof, or under any statute, including, but not limited to, the
federal Age Discrimination in Employment Act of 1967, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1990, the Americans with
Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974,
the Family and Medical Leave Act of 1993, each as amended, and any other
federal, state or local law or judicial decision.

          3. The Employee acknowledges and agrees that he/she shall not,
directly or indirectly, seek or further be entitled to any personal recovery
in any lawsuit or other claim against the Company or any other Releasee based
on any event arising out of the matters released in paragraph 2.

          4. Nothing herein shall be deemed to release: (i) any of the
Employee's rights under the Plan; or (ii) any of the vested benefits that the
Employee has accrued prior to the date this Release Agreement is executed by
the Employee under the employee benefit plans and arrangements of the Company
or any of its affiliates.

          5. In consideration of the Employee's release set forth in paragraph
2, the Company knowingly and willingly releases and forever discharges the
Employee from any and all charges, complaints, claims, promises, agreements,
controversies, causes of action and demands of any


                                     -14-


<PAGE>


nature whatsoever that the Company now has or hereafter can, shall or may have
against him/her by reason of any matter, cause or thing whatsoever arising
prior to the time of signing of this Release Agreement by the Company,
provided, however, that nothing herein is intended to release any claim the
Company may have against the Employee for any illegal conduct.

          6. The Employee acknowledges that the Company has advised him/her to
consult with an attorney of his/her choice prior to signing this Release
Agreement. The Employee represents that, to the extent he/she desires, he/she
has had the opportunity to review this Release Agreement with an attorney of
his/her choice.

          7. The Employee acknowledges that he/she has been offered the
opportunity to consider the terms of this Release Agreement for a period of at
least forty-five (45) days, although he/she may sign it sooner should he/she
desire. The Employee further shall have seven additional days from the date of
signing this Release Agreement to revoke his/her consent hereto by notifying,
in writing, the General Counsel of the Company. This Release Agreement will
not become effective until seven days after the date on which the Employee has
signed it without revocation.


Dated: ____________________              _______________________________
                                                [Employee Name]


                                         PANAMERICAN BEVERAGES, INC.

                                         By:____________________________
                                         Title: