EXHIBIT INDEX
Published on March 11, 2002
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Incorporation of the Company, including Amendment of
Certificate of Incorporation, effective May 1, 1996 - incorporated
herein by reference to Exhibit 3 of the Company's Form 10-Q Quarterly
Report for the quarter ended March 31, 1996. (With regard to
applicable cross references in this report, the Company's Current,
Quarterly and Annual Reports are filed with the Securities and
Exchange Commission under File No. 1-2217.)
3.2 By-Laws of the Company, as amended and restated through February 21,
2002.
4.1 The Company agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any instrument defining the rights
of holders of long-term debt of the Company and all of its
consolidated subsidiaries and unconsolidated subsidiaries for which
financial statements are required to be filed with the Securities and
Exchange Commission.
10.1.1 The Key Executive Retirement Plan of the Company, as amended -
incorporated herein by reference to Exhibit 10.2 of the Company's Form
10-K Annual Report for the year ended December 31, 1995.*
10.1.2 Third Amendment to the Key Executive Retirement Plan of the Company,
dated as of July 9, 1998 - incorporated herein by reference to Exhibit
10.1.2 of the Company's Form 10-K Annual Report for the year ended
December 31, 1999.*
10.1.3 Fourth Amendment to the Key Executive Retirement Plan of the Company,
dated as of February 16, 1999 - incorporated herein by reference to
Exhibit 10.1.3 of the Company's Form 10-K Annual Report for the year
ended December 31, 1999.*
10.1.4 Fifth Amendment to the Key Executive Retirement Plan of the Company,
dated as of January 25, 2000 - incorporated herein by reference to
Exhibit 10.1.4 of the Company's Form 10-K Annual Report for the year
ended December 31, 1999.*
10.2 Supplemental Disability Plan of the Company, as amended - incorporated
herein by reference to Exhibit 10.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1991.*
10.3 Annual Performance Incentive Plan of the Company, as amended -
incorporated herein by reference to Exhibit 10.4 of the Company's Form
10-K Annual Report for the year ended December 31, 1995.*
10.4 1987 Stock Option Plan of the Company, as amended and restated through
April 20, 1999 - incorporated herein by reference to Exhibit 10.1 of
the Company's Form 10-Q Quarterly Report for the quarter ended March
31, 1999*
10.5 1991 Stock Option Plan of the Company, as amended and restated through
April 20, 1999 - incorporated herein by reference to Exhibit 10.2 of
the Company's Form 10-Q Quarterly Report for the quarter ended March
31, 1999.*
10.6 1999 Stock Option Plan of the Company, as amended and restated through
April 18, 2000 - incorporated herein by reference to Exhibit 10 of the
Company's Form 10-Q Quarterly Report for the quarter ended March 31,
2000.*
10.7 1983 Restricted Stock Award Plan of the Company, as amended through
February 17, 2000 - incorporated herein by reference to Exhibit 10.7
of the Company's Form 10-K Annual Report for the year ended December
31, 1999.*
10.8 1989 Restricted Stock Award Plan of the Company, as amended through
April 18, 2001.*
Exhibit No. Description
- ----------- -----------
10.9.1 Compensation Deferral & Investment Program of the Company, as amended,
including Amendment Number Four dated November 28, 1995 - incorporated
herein by reference to Exhibit 10.13 of the Company's Form 10-K Annual
Report for the year ended December 31, 1995.*
10.9.2 Amendment Number 5 to the Compensation Deferral & Investment Program
of the Company, effective as of January 1, 1998 - incorporated herein
by reference to Exhibit 10.8.2 of the Company's Form 10-K Annual
Report for the year ended December 31, 1997.*
10.10 Special Medical Insurance Plan of the Company, as amended -
incorporated herein by reference to Exhibit 10.16 of the Company's
Form 10-K Annual Report for the year ended December 31, 1995.*
10.11.1 Supplemental Benefit Plan of the Company, as amended - incorporated
herein by reference to Exhibit 10.17 of the Company's Form 10-K Annual
Report for the year ended December 31, 1993.*
10.11.2 Amendment Number Five to the Supplemental Benefit Plan of the Company
- incorporated herein by reference to Exhibit 10.17.2 of the Company's
Form 10-K Annual Report for the year ended December 31, 1996.*
10.11.3 Amendment Number Six to the Supplemental Benefit Plan of the Company,
dated as of July 1, 1998 - incorporated herein by reference to Exhibit
10.11.3 of the Company's Form 10-K Annual Report for the year ended
December 31, 1999.*
10.11.4 Amendment Number Seven to the Supplemental Benefit Plan of the
Company, dated January 24, 2000 - incorporated herein by reference to
Exhibit 10.11.4 of the Company's Form 10-K Annual Report for the year
ended December 31, 1999.*
10.11.5 Amendment Number Eight to the Supplemental Benefit Plan of the
Company, dated January 25, 2000 - incorporated herein by reference to
Exhibit of 10.11.5 of the Company's Form 10-K Annual Report for the
year ended December 31, 1999.*
10.12 Retirement Plan for the Board of Directors of the Company, as amended
- incorporated herein by reference to Exhibit 10.22 of the Company's
Form 10-K Annual Report for the year ended December 31, 1991.*
10.13 Deferred Compensation Plan for Non-Employee Directors of the Company,
adopted as of October 16, 1997 - incorporated herein by reference to
Exhibit 10.12 of the Company's Form 10-K Annual Report for the year
ended December 31, 1997.*
10.14 Long Term Performance Incentive Plan of the Company, as amended and
restated effective April 21, 1999 - incorporated herein by reference
to Exhibit 10.4 of the Company's Form 10-Q Quarterly Report for the
quarter ended March 31, 1999.*
10.15 Executive Performance Incentive Plan of the Company, as amended and
restated effective April 21, 1999 - incorporated herein by reference
to Exhibit 10.5 of the Company's Form 10-Q Quarterly Report for the
quarter ended March 31, 1999.*
10.16.1 Letter Agreement, dated December 6, 1999, between the Registrant and
M. Douglas Ivester - incorporated herein by reference to Exhibit
10.17.1 of the Company's Form 10-K Annual Report for the year ended
December 31, 1999.*
10.16.2 Letter Agreement, dated December 15, 1999, between the Registrant and
M. Douglas Ivester - incorporated herein by reference to Exhibit
10.17.2 of the Company's Form 10-K Annual Report for the year ended
December 31, 1999.*
2
Exhibit No. Description
- ----------- -----------
10.16.3 Letter Agreement, dated February 17, 2000, between the Registrant and
M. Douglas Ivester - incorporated herein by reference to Exhibit
10.17.3 of the Company's Form 10-K Annual Report for the year ended
December 31, 1999.*
10.17 Group Long-Term Performance Incentive Plan of the Company, as amended
and restated effective February 17, 2000 - incorporated herein by
reference to Exhibit 10.18 of the Company's Form 10-K Annual Report
for the year ended December 31, 1999.*
10.18 Executive Incentive Plan of the Company, adopted as of February 14,
2001 - incorporated herein by reference to Exhibit 10.19 of the
Company's Form 10-K Annual Report for the year ended December 31,
2000.*
10.19 Restricted Stock Agreement, dated December 20, 2000, between the
Company and Charles S. Frenette - incorporated herein by reference to
Exhibit 10.20 of the Company's Form 10-K Annual Report for the year
ended December 31, 2000.*
10.20 Form of United States Master Bottle Contract, as amended, between the
Company and Coca-Cola Enterprises Inc. ("Coca-Cola Enterprises") or
its subsidiaries - incorporated herein by reference to Exhibit 10.24
of Coca-Cola Enterprises' Annual Report on Form 10-K for the fiscal
year ended December 30, 1988 (File No. 01-09300).
10.21.1 Employment Agreement, dated as of February 21, 2001, between the
Company and Deval L. Patrick.*
10.21.2 Letter, dated January 4, 2002, from the Company to Deval L. Patrick.*
10.22.1 Employment Agreement, dated March 2, 2001, between the Company and
Steven J. Heyer.*
10.22.2 Letter, dated January 4, 2002, from the Company to Steven J. Heyer.*
10.23 Letter Agreement, dated March 31, 2001, between the Company and Jack
L. Stahl - incorporated herein by reference to Exhibit 10.4 of the
Company's Form 10-Q Quarterly Report for the quarter ended March 31,
2001.*
10.24 Letter Agreement, dated June 12, 2001, between the Company and Joseph
R. Gladden, Jr.*
10.25 Letter Agreement, dated August 22, 2001, between the Company and
Charles S. Frenette.*
10.26 Letter Agreement, dated August 22, 2001, between The Coca-Cola Export
Corporation and Charles S. Frenette.*
10.27 Letter Agreement, dated September 17, 2001, between the Company and
Brian G. Dyson.*
10.28 Letter, dated October 17, 2001, from the Company to James E.
Chestnut.*
10.29 Resolutions of the Compensation Committee of the Company's Board of
Directors, dated October 17, 2001, pertaining to A.R.C. (Sandy)
Allan.*
10.30 Deferred Compensation Plan of the Company, adopted as of December 20,
2001.*
12.1 Computation of Ratios of Earnings to Fixed Charges for the years ended
December 31, 2001, 2000, 1999, 1998 and 1997.
13.1 Portions of the Company's 2001 Annual Report to Share Owners expressly
incorporated by reference herein: Pages [33 through 67, 69, 72 and the
inside back cover] (definitions of "Dividend Payout Ratio," "Economic
Profit," "Free Cash Flow," "Interest Coverage Ratio," "Net Capital,"
"Net Debt," "Return on Capital," "Return on Common Equity," "Total
Capital" and "Total Market Value of Common Stock").
3
Exhibit No. Description
- ----------- -----------
21.1 List of subsidiaries of the Company as of December 31, 2001.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this report.
99.1 Cautionary Statement Relative to Forward-Looking Statements
- -----------------------
* Management contracts and compensatory plans and arrangements required to be
filed pursuant to Item 14(c) of this report.