June 25, 2002

Exhibit 10.28

REXAM

BEVERAGE CAN

Americas

June 25, 2002

Xx. Xxx Xxxxxx

Corporate Director

Packaging and Ingredients

Coca-Cola Enterprises, Inc.

X.X. Xxx 000000

Xxxxxxx, XX 00000-0000

Dear Ray:

It is agreed, for the balance of the term of the Can Supply Agreement, dated January 1, 1999 (the “Agreement”), as amended by the June 25, 2002 Amendment to the Agreement (the “Amendment”), that for purposes of evaluating a competitive offer under Section 4(b) (upon the reinstatement of such provision as provided for in the Amendment) and/or for purposes of determining whether we are selling to another customer at a price lower than CCE’s price under Section 4(a) of the Agreement, as amended, no adjustments will be made unless the competitive offer or price we are selling to another customer is less than *** of the then current price being charged to Coca-Cola Enterprises, Inc.

Please indicate your agreement with the terms of this letter by signing below and returning this letter to me.

Sincerely,

/S/ X.X. Xxxxxxxx

Xxxxxxx Xxxxxxxx

Vice President, Sales

Agreed to and Accepted for and on behalf of Coca-Cola Enterprises, Inc.
By:		/S/    Xxx Xxxxxx
		Xxx Xxxxxx
Title:		Corporate Director of Procurement

***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. REXAM BEVERAGE CAN COMPANY 0000 XXXX XXXX XXXX XXXXXX XXXXX 000 XXXXXXX, XXXXXXXX 00000-0000 XXX TEL: x0 000 000 0000