TCCEC EMPLOYEE SHARE PLAN, EFFECTIVE 3/13/2002

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








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



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




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

8


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.

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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;

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"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)

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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;

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"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


"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


"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

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;

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(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.


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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.

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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

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

(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.

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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

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

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

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

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

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


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


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

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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.


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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

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(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.



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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.


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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.

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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


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