RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                              COCA-COLA ENTERPRISES INC.

                           (RESTATED AS OF APRIL 15, 1992)

 

                     (Originally incorporated on January 25, 1944

                  under the name of The Hickory Publishing Company)

                                    ~~~~~~~~~~~~~

               (Pursuant to Section 245 of the General Corporation Law

                              of the State of Delaware)

                                    ~~~~~~~~~~~~~

 

 

         FIRST:   The name of the corporation is Coca-Cola Enterprises Inc.

(hereinafter referred to as the "Corporation").

 

         SECOND:  The address of the registered office of the Corporation in the

State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,

Delaware 19801. The name of the registered agent of the Corporation at such

address is The Corporation Trust Company.

 

         THIRD:   The purpose of the Corporation is to engage in any lawful act

or activity for which corporations may be organized under the General

Corporation Law of Delaware.

 

         FOURTH:  A.       The total number of shares of all classes of stock

that the Corporation shall have authority to issue is Six Hundred Million

(600,000,000) shares, consisting of Five Hundred Million (500,000,000) shares of

common stock, par value $1 per share (hereinafter referred to as "Common Stock")

and One Hundred Million (100,000,000) shares of preferred stock, par value $1

per share (hereinafter referred to as "Preferred Stock").

 

                  B.       The board of directors of the Corporation is

authorized, subject to any limitations prescribed by law, to provide for the

issuance of the shares of Preferred Stock in series, and by filing a

certificate pursuant to the applicable law of the State of Delaware

(hereinafter referred to as a "Preferred Stock Designation") to establish from

time to time the number of shares to be included in each such series, and to

fix the designation, powers, preferences, and rights of the shares of each such

series and any qualifications, limitations or restrictions thereof. The number

of authorized shares of Preferred Stock may be increased or decreased (but not

below the number of shares thereof then outstanding) by the affirmative vote of

the holders of a majority of the shares of Common Stock, without a vote of the

holders of the shares of Preferred Stock, or of any series thereof, unless a

vote of any such holders is required pursuant to the Preferred Stock

Designation or Preferred Stock Designations establishing the series of

Preferred Stock.

 

                  C.       Each holder of shares of Common Stock shall be

entitled to one vote for each share of Common Stock held of record on all

matters on which the holders of shares of Common Stock are entitled to vote.

 

 

         FIFTH:   A.       The business and affairs of the Corporation shall be

managed by the board of directors, and the directors need not be elected by

ballot unless required by the bylaws of the Corporation.

 

                  B.       The number of directors shall be fixed by, or in the

manner provided in, the bylaws. Commencing with the election of directors at the

annual meeting of stockholders held in 1986, the directors shall be divided,

with respect to the time for which they severally hold office, into three

classes, as nearly equal in number as reasonably possible, with the term of

office of the first class to expire at the next annual meeting of stockholders

thereafter, the term of the office of the second class to expire at the second

annual meeting of stockholders thereafter, and the term of office of the third

class to expire at the third annual meeting of stockholders thereafter, with

each director to hold office until his or her successor shall have been duly

elected and qualified. At each annual meeting of stockholders commencing with

the first annual meeting after the division of directors into classes, directors

elected to succeed those directors whose terms then expire shall be elected for

a term of office to expire at the third succeeding annual meeting of

stockholders after their election, with each director to hold office until his

or her successor shall have been duly elected and qualified. All vacancies on

the board of directors and newly created directorships resulting from any

increase in the authorized number of directors shall be filled exclusively by a

majority of the directors then in office, although less than a quorum, or by a

sole remaining director.

 

                  C.       The board of directors is expressly authorized to

adopt, amend or repeal the bylaws of the Corporation.

 

         SIXTH:   A.       A director of the Corporation shall not be personally

liable to the Corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director, except for liability (i) for any breach of the

director's duty of loyalty to the Corporation or its stockholders, (ii) for acts

or omissions not in good faith or which involve intentional misconduct or a

knowing violation of law, (iii) under Section 174 of the Delaware General

Corporation Law, or (iv) for any transaction from which the director derived any

improper personal benefit. If the Delaware General Corporation Law is amended

after this Restated Certificate of Incorporation becomes effective to authorize

corporate action further eliminating or limiting the personal liability of

directors, then the liability of a director of the Corporation shall be

eliminated or limited to the fullest extent permitted by the Delaware General

Corporation Law, as so amended.

 

                  B.       Any repeal or modification of the foregoing

Section A by the stockholders of the Corporation shall not adversely affect any

right or protection of a director or the Corporation existing at the time of

such repeal or modification.

 

         SEVENTH: A.       In anticipation that the Corporation will cease to be

a wholly owned subsidiary of The Coca-Cola Company, but that The Coca-Cola

Company will remain a substantial stockholder of the Corporation, and in

anticipation that the Corporation and The Coca-Cola Company may engage in the

same or similar activities or lines of business and have an interest in the same

areas of corporate opportunities, and in recognition of the benefits to be

derived by the Corporation through its continued contractual, corporate and

business relations with The Coca-Cola Company (including service of officers and

directors of The Coca-Cola Company as officers and directors of the

Corporation), the provisions of this Article SEVENTH are set forth to regulate

and define the conduct of certain affairs of the Corporation as they may involve

The Coca-Cola Company and its officers and directors, and the powers, rights,

duties and liabilities of the Corporation and its officers, directors and

stockholders in connection therewith.

 

                  B.       The Coca-Cola Company shall have no duty to refrain

from engaging in the same or similar activities or lines of business as the

Corporation, and neither The Coca-Cola Company nor any officer or director

thereof (except as provided in paragraph C below) shall be liable to the

Corporation or its stockholders for breach of any fiduciary duty by reason of

any such activities of The Coca-Cola Company or of such person's participation

therein. In the event that The Coca-Cola Company acquires knowledge of a

potential transaction or matter which may be a corporate opportunity for both

The Coca-Cola Company and the Corporation, The Coca-Cola Company shall have no

duty to communicate or offer such corporate opportunity to the Corporation and

shall not be liable to the Corporation or its stockholders for breach of any

fiduciary duty as a stockholder of the Corporation by reason of the fact that

The Coca-Cola Company pursues or acquires such corporate opportunity for itself,

directs such corporate opportunity to another person, or does not communicate

information regarding such corporate opportunity to the Corporation.

 

                  C.       In the event that a director or officer of the

Corporation who is also a director or officer of The Coca-Cola Company acquires

knowledge of a potential transaction or matter which may be a corporate

opportunity for both the Corporation and The Coca-Cola Company, such director or

officer of the Corporation shall have fully satisfied and fulfilled the

fiduciary duty of such director or officer to the Corporation and its

stockholders with respect to such corporate opportunity and shall not be liable

to the Corporation or its stockholders for breach of any fiduciary duty by

reason of the fact that The Coca-Cola Company pursues or acquires such corporate

opportunity for itself or directs such corporate opportunity to another person

or does not communicate information regarding such corporate opportunity to the

Corporation, if such director or officer acts in a manner consistent with the

following policy:

 

                  (i)      A corporate opportunity offered to any person who is

         an officer of the Corporation, and who is also a director but not an

         officer of The Coca-Cola Company, shall belong to the Corporation;

 

         (ii) a corporate opportunity offered to any person who is a director

         but not an officer of the Corporation, and who is also a director or

         officer of The Coca-Cola Company shall belong to the Corporation if

         such opportunity is expressly offered to such person in writing solely

         in his or her capacity as a director of the Corporation, and otherwise

         shall belong to The Coca Cola Company; and (iii) a corporate

         opportunity offered to any person who is an officer of both the

         Corporation and The Coca-Cola Company shall belong to the Corporation.

 

                  D.       Any person purchasing or otherwise acquiring any

interest in shares of the capital stock of the Corporation shall be deemed to

have consented to the provisions of this Article SEVENTH.

 

 

                  E.       For purposes of this Article SEVENTH:

 

                  (1)      A director of the Corporation who is Chairman of the

         board of directors of the Corporation or of a committee thereof shall

         not be deemed to be an officer of the Corporation by reason of holding

         such position (without regard to whether such position is deemed an

         office of the Corporation under the bylaws of the Corporation), unless

         such person is a full-time employee of the Corporation; and

 

                  (2)      The Coca-Cola Company shall include all subsidiary

         corporations and other entities in which The Coca-Cola Company owns

         (directly or indirectly) more than 50% of the outstanding voting

         capital stock or voting power.

 

         EIGHTH:  Any action required or permitted to be taken by the

stockholders of the Corporation shall be effected at an annual or special

meeting of stockholders of the Corporation and may not be effected by any

consent in writing of such stockholders.

 

         NINTH:   In addition to any affirmative vote required by law, by this

Certificate of Incorporation or by any Preferred Stock Designation:

 

         (a)      any amendment or alteration of this Certificate of

Incorporation by the stockholders;

 

         (b)      any amendment or alteration of the bylaws of the Corporation

by the stockholders;

 

         (c)      any merger or consolidation of the Corporation with or into

any other corporation other than a merger or consolidation that does not require

the vote of the stockholders of the Corporation;

 

         (d)      any sale, lease, or exchange (in one transaction or a series

of transactions) of all or substantially all of the property and assets of the

Corporation; or

 

         (e)      the adoption of any plan or proposal for the liquidation or

dissolution of the Corporation shall require the affirmative vote of the holders

of at least 66-2/3% of the voting power of all of the outstanding shares of the

Common Stock and any series of Preferred Stock entitled to vote generally in the

election of directors, voting together as a single class. Such affirmative vote

shall be required notwithstanding any other provisions of this Certificate of

Incorporation or any provision of law or of any agreement with any national

securities exchange or otherwise which might otherwise permit a lesser vote or

no vote.

 

         TENTH:   The board of directors of the Corporation, when evaluating any

offer of a person, other than the Corporation itself, to (a) make a tender or

exchange offer for any equity security of the Corporation, (b) merge or

consolidate the Corporation with another person, or (c) purchase or otherwise

acquire all or substantially all of the properties and assets of the Corporation

shall, in connection with the exercise of its business judgment in determining

what are the best interests of the Corporation and its stockholders, give due

consideration to all relevant factors, including without limitation (i) the

consideration being offered in relation to the current market price, but also in

relation to the current value of the Corporation in a freely negotiated

transaction and in relation to the board of directors' current estimate of the

future value of the Corporation as an independent entity, (ii) the social and

economic effects on the employees, customers, suppliers and other constituents

of the Corporation and its subsidiaries and on the communities in which the

Corporation and its subsidiaries operate or are located, and (iii) the

desirability of maintaining independence from any other entity.

 

         ELEVENTH: A.      Each person who was or is made a party or is

threatened to be made a party to or is involved in any action, suit or

proceeding, whether civil, criminal, administrative or investigative

(hereinafter a "proceeding"), by reason of the fact that he or she, or a person

of whom he or she is the legal representative, is or was a director, officer or

employee of the Corporation or is or was serving at the request of the

Corporation as a director, officer, employee or agent of another corporation or

of a partnership, joint venture, trust or other enterprise, including service

with respect to employee benefit plans, whether the basis of such proceeding is

alleged action in an official capacity as a director, officer, employee or (if

serving for another corporation at the request of the Corporation) agent or in

any other capacity while serving as a director, officer, employee or (if serving

for another corporation at the request of the Corporation) agent, shall be

indemnified and held harmless by the Corporation to the fullest extent

authorized by the Delaware General Corporation Law, as the same exists or may

hereafter be amended (but, in the case of any such amendment, only to the extent

that such amendment permits the Corporation to provide broader indemnification

rights than said law permitted the Corporation to provide prior to such

amendment), against all expense, liability and loss (including attorneys' fees,

judgments, fines, ERISA, excise taxes or penalties and amounts to be paid in

settlement) reasonably incurred or suffered by such person in connection

therewith and such indemnification shall continue as to a person who has ceased

to be a director, officer, employee or (if serving for another corporation at

the request of the Corporation) agent and shall inure to the benefit of his or

her heirs, executors and administrators; provided, however, that except as

provided in Section B hereof with respect to proceedings seeking to enforce

rights to indemnification, the Corporation shall indemnify any such person

seeking indemnification in connection with a proceeding (or part thereof)

initiated by such person only if such proceeding (or part thereof) was

authorized by the board of directors of the Corporation. The right to

indemnification conferred in this Section shall be a contract right and shall

include the right to be paid by the Corporation the expenses incurred in

defending any such proceeding in advance of its final disposition; provided,

however, that, if the Delaware General Corporation Law requires, the payment of

such expenses incurred by a director or officer in his or her capacity as a

director or officer (and not in any other capacity in which service was or is

rendered by such person while a director or officer, including, without

limitation, service to an employee benefit plan) in advance of the final

disposition of a proceeding shall be made only upon delivery to the Corporation

of an undertaking, by or on behalf of such director or officer, to repay all

amounts so advanced if it shall ultimately be determined that such director or

officer is not entitled to be indemnified under this Article ELEVENTH or

otherwise.

 

                  B.       If a claim under Section A of this Article ELEVENTH

is not paid in full by the Corporation within ninety days after a written claim

has been received by the Corporation, the claimant may at any time thereafter

bring suit against the Corporation to recover the unpaid amount of the claim

and, if successful in whole or in part, the claimant shall be entitled to be

paid also the expense of prosecuting such claim. It shall be a defense to any

such action (other than an action brought to enforce a claim for expenses

incurred in defending any proceeding in advance of its final disposition where

the required undertaking, if any is required, has been tendered to the

Corporation) that the claimant has not met the standards of conduct which make

it permissible under the Delaware General Corporation Law for the Corporation to

indemnify the claimant for the amount claimed, but the burden of proving such

defense shall be on the Corporation. Neither the failure of the Corporation

(including its board of directors, independent legal counsel, or stockholders)

to have made a determination prior to the commencement of such action that

indemnification of the claimant is proper in the circumstances because he or she

has met the applicable standard of conduct set forth in the Delaware General

Corporation Law, nor an actual determination by the Corporation (including its

board of directors, independent legal counsel, or stockholders) that the

claimant has not met such applicable standard of conduct, shall be a defense to

the action or create a presumption that the claimant has not met the applicable

standard of conduct.

 

                  C.       The right to indemnification and the payment of

expenses incurred in defending a proceeding in advance of its final disposition

conferred in this Article ELEVENTH shall not be exclusive of any other right

which any person may have or hereafter acquire under any statute, provision of

the Certificate of Incorporation, bylaw, agreement, vote of stockholders or

disinterested directors or otherwise.

 

                  D.       The Corporation may maintain insurance, at its

expense, to protect itself and any director, officer, employee or agent of the

Corporation or another corporation, partnership, joint venture, trust or other

enterprise against any expense, liability or loss, whether or not the

Corporation would have the power to indemnify such person against such expense,

liability or loss under the Delaware General Corporation Law.

 

         TWELFTH: The Corporation reserves the right to amend, alter, change or

repeal any provision contained in this Restated Certificate of Incorporation, in

the manner now or hereafter prescribed by statute, and all rights conferred upon

stockholders herein are granted subject to this reservation.

 

         This Restated Certificate of Incorporation was duly adopted by the

board of directors pursuant to Section 245 of the General Corporation Law of the

State of Delaware. This Restated Certificate of Incorporation only restates and

integrates and does not further amend the provisions of the Certificate of

Incorporation as amended or supplemented through April 15, 1992, and there is no

discrepancy between such provisions and the provisions of this Restated

Certificate of Incorporation.

 

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been

executed on this 15th day of April, 1992.

 

 

                                        COCA-COLA ENTERPRISES INC.

 

                                           /S/ SUMMERFIELD K. JOHNSTON, JR.

                                        By:------------------------------------

                                             Summerfield K. Johnston, Jr.

                                             Vice Chairman and Chief

                                                Executive Officer

 

 

ATTEST:

 

/S/ J. GUY BEATTY,JR.

- -----------------------------

J. Guy Beatty, Jr., Secretary

 

 

 

 

      Certificate of Amendment of the Restated Certificate of Incorporation

                                       of

                           Coca-Cola Enterprises Inc.

 

    UNDER SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

 

 

                  COCA-COLA ENTERPRISES INC., a corporation duly organized and

existing under the laws of the State of Delaware,

 

                  DOES HEREBY CERTIFY:

 

                  FIRST:   That on February 22, 2000, the Board of Directors

duly adopted the following resolution amending the Restated Certificate of

Incorporation of the Corporation, and declared its advisability and directed

that the amendment be considered at the next annual meeting of the stockholders

of the Corporation:

 

         RESOLVED, that Article FOURTH of the Company's Restated Certificate of

         Incorporation shall be amended by adding a new paragraph "E" as

         follows:

 

              "E. No stockholder of the Corporation shall have any

                  preemptive right to subscribe to any issue of stock of the

                  Corporation or to any issue of any securities of the

                  Corporation convertible into or exchangeable or exercisable

                  for stock of the Corporation."

 

                  SECOND:  That on April 14, 2000, at the Corporation's annual

meeting called and held in accordance with the provisions of the General

Corporation Law of the State of Delaware, the amendment was duly approved and

adopted by more than two-thirds of the outstanding stock of the Corporation

entitled to vote upon the amendment.

 

                  THIRD:   That the foregoing amendment was duly adopted in

accordance with Section 242 of the General Corporation Law of the State of

Delaware.

 

                  IN WITNESS WHEREOF, this Certificate of Amendment has been

signed on behalf of the Corporation by its Senior Vice President and attested by

its Assistant Secretary as of the 14th day of April, 2000.

 

 

                                                COCA-COLA ENTERPRISES INC.

 

 

ATTEST:                                         /S/ JOHN R. PARKER, JR.

                                                ---------------------------

                                                John R. Parker, Jr.

                                                Senior Vice President

/S/ E. LISTON BISHOP III

- -------------------------

E. Liston  Bishop III

Assistant Secretary