Supplemental Savings Incentive Plan

Exhibit 10.3

COCA-COLA BOTTLING CO. CONSOLIDATED

SUPPLEMENTAL SAVINGS INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007)

COCA-COLA BOTTLING CO. CONSOLIDATED

SUPPLEMENTAL SAVINGS INCENTIVE PLAN

(Amended and Restated Effective January 1, 2007)

Table of Contents

Page ARTICLE I DEFINITIONS 1

1.1 Adjustment Date 1

1.2 Affiliate 1

1.3 Authorized Leave of Absence 1

1.4 Beneficiary 1

1.5 Board 1

1.6 Bonus 1

1.7 Bonus Deferral Election 2

1.8 Change in Control 2

1.9 Class Year Deferral 3

1.10 Code 4

1.11 Committee 4

1.12 Company 4

1.13 Deferral Election 4

1.14 Deferred Retirement 4

1.15 Disability Retirement-Regular 4

1.16 Disability Retirement-Special 4

1.17 Early Retirement-Regular 5

1.18 Early Retirement-Special 5

1.19 Earnings 5

1.20 Effective Date 5

1.21 Employee 5

1.22 ERISA 5

1.23 Fixed Benefit Option Account 5

1.24 Investment Option 5

1.25 Investment Subaccount 5

1.26 Net Gain (Loss) Equivalent 6

1.27 Normal Retirement 6

1.28 Normal Retirement Age 6

1.29 Participant 6

1.30 Participating Company 6

1.31 Plan 7

1.32 Plan Administrator 7

1.33 Plan Year 7

1.34 Post-2005 Company Contributions 7

1.35 Post-2005 Company Contribution Subaccount 7

1.36 Post-2005 Deferrals 7

1.37 Post-2005 Deferral Subaccount 7

1.38 Post-2005 Discretionary Contributions 7


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1.39 Post-2005 Discretionary Contribution Subaccount 7

1.40 Post-2005 Matching Contributions 8

1.41 Post-2005 Matching Contribution Subaccount 8

1.42 Post-2005 Supplemental Account 8

1.43 Pre-2006 Company Contributions 8

1.44 Pre-2006 Company Contribution Subaccount 8

1.45 Pre-2006 Deferrals 8

1.46 Pre-2006 Deferral Subaccount 8

1.47 Pre-2006 Discretionary Contributions 8

1.48 Pre-2006 Discretionary Contribution Subaccount 8

1.49 Pre-2006 Matching Contributions 9

1.50 Pre-2006 Matching Contribution Subaccount 9

1.51 Pre-2006 Supplemental Account 9

1.52 Retire 9

1.53 Retirement 9

1.54 Salary 9

1.55 Salary Deferral Election 9

1.56 Severance 9

1.57 Surviving Spouse 10

1.58 Termination of Employment 10

1.59 Total Disability 10

1.60 Transition Contributions 10

1.61 Transition Contribution Account 10

1.62 Unforeseeable Emergency 10

1.63 Vested Percentage 11

1.64 Year of Service 12 ARTICLE II ELIGIBILITY AND PARTICIPATION 13

2.1 Eligibility 13

2.2 Participation 13

2.3 Duration of Participation 13

2.4 Deferral Elections 13

2.5 Deemed Investment Elections 14

2.6 Effect of Change in Status 16 ARTICLE III COMPANY CONTRIBUTIONS 18

3.1 Matching Contributions 18

3.2 Discretionary Contributions 18

3.3 Transition Contributions 19 ARTICLE IV DISTRIBUTION PROVISIONS WITH RESPECT TO THE FIXED BENEFIT OPTION ACCOUNT AND THE PRE-2006 SUPPLEMENTAL ACCOUNT 21

4.1 General 21

4.2 In-Service Distribution During 2005 21

4.3 Special Payment Elections for Amounts Not Withdrawn Pursuant to Section 4.2 21

4.4 Timing of Monthly Installments 22

4.5 Death of Participant Following Commencement of Monthly Installments 23

4.6 Special Provisions for " Specified Employees" 23

4.7 Amount of Benefit under the Fixed Benefit Option Account 23


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4.8 Amount of Benefit from a Participant' s Pre-2006 Supplemental Account 25

4.9 Reemployment 25

ARTICLE V DISTRIBUTION PROVISIONS WITH RESPECT TO THE POST-2005 SUPPLEMENTAL ACCOUNT 26

5.1 General 26

5.2 Payment Elections 26

5.3 Timing of Lump Sum Payments 27

5.4 Timing of Monthly Installments 27

5.5 Death of Participant Following Commencement of Monthly Installments 28

5.6 Special Provisions for " Specified Employees" 28

5.7 Amount of Benefit from a Participant' s Post-2005 Supplemental Account 28

5.8 Reemployment 29

ARTICLE VI DISTRIBUTION PROVISIONS WITH RESPECT TO THE TRANSITION CONTRIBUTION ACCOUNT 30

6.1 General 30

6.2 Payment Elections 30

6.3 Timing of Monthly Installments 31

6.4 Death of Participant Following Commencement of Monthly Installments 31

6.5 Special Provisions for " Specified Employees" 31

6.6 Amount of Benefit from a Participant' s Transition Contribution Account 31

6.7 Reemployment 32

ARTICLE VII ADVANCE PAYMENT FOR UNFORESEEABLE EMERGENCIES 33

7.1 Advance Payment for Unforeseeable Emergencies 33

7.2 Payments from Accounts for Advance Payment for Unforeseeable Emergencies 33

ARTICLE VIII PRE-RETIREMENT DEATH BENEFIT 34

8.1 Eligibility 34

8.2 Method of Payment 34

8.3 Timing of Payment 34

8.4 Amount of Benefit under the Fixed Benefit Option Account 34

8.5 Amount of Benefit from a Participant' s Pre-2006 Supplemental Account 36

8.6 Amount of Benefit from a Participant' s Post-2005 Supplemental Account 36

8.7 Amount of Benefit from a Participant' s Transition Contribution Account 37

ARTICLE IX CHANGE IN CONTROL BENEFIT 38

9.1 Eligibility 38

9.2 Method of Payment 38

9.3 Timing of Payment 38

9.4 Amount of Benefit under the Fixed Benefit Option Account 38

9.5 Amount of Benefit from the Participant' s Pre-2006 Supplemental Account 39

9.6 Amount of Benefit from the Post-2005 Supplemental Account 39

9.7 Amount of Benefit from the Transition Contribution Account 40

9.8 Payments to Beneficiary 40

9.9 Benefits Pending or in Progress 40

ARTICLE X ACCOUNTS 42

10.1 Establishment of Accounts 42

10.2 Accounting 42


iii ARTICLE XI ADMINISTRATION OF THE PLAN 45

11.1 Powers and Duties of the Plan Administrator 45

11.2 Agents 45

11.3 Reports to the Committee 45

11.4 Limitations on the Plan Administrator 45

11.5 Benefit Elections, Procedures and Calculations 45

11.6 Calculation of Benefits 46

11.7 Instructions for Payments 46

11.8 Claims for Benefits 46

11.9 Hold Harmless 47

11.10 Service of Process 48

ARTICLE XII DESIGNATION OF BENEFICIARIES 49

12.1 Beneficiary Designation 49

12.2 Failure to Designate Beneficiary 49

ARTICLE XIII WITHDRAWAL OF PARTICIPATING COMPANY 50

13.1 Withdrawal of Participating Company 50

13.2 Effect of Withdrawal 50

ARTICLE XIV AMENDMENT OR TERMINATION OF THE PLAN 51

14.1 Right to Amend or Terminate Plan 51

14.2 Notice 51

ARTICLE XV GENERAL PROVISIONS AND LIMITATIONS 52

15.1 No Right to Continued Employment 52

15.2 Payment on Behalf of Payee 52

15.3 Nonalienation 52

15.4 Missing Payee 53

15.5 Required Information 53

15.6 No Trust or Funding Created 53

15.7 Binding Effect 53

15.8 Merger or Consolidation 54

15.9 Entire Plan 54

15.10 Withholding 54

15.11 Compliance with Section 409A of the Code 54

15.12 Construction 54

15.13 Applicable Law 54

Exhibit A Participating Employers


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Coca-Cola Bottling Co. Consolidated

Supplemental Savings Incentive Plan

(Amended and Restated Effective January 1, 2007)

PREAMBLE

This Plan is designed to enhance the earnings and growth of the Participating Company. The Plan rewards selected key Employees with the opportunity to forego current Earnings in exchange for savings, wealth accumulation, retirement and survivor benefits. Such benefits are intended to supplement savings, wealth accumulation, retirement and survivor benefits from other sources. By providing such supplemental benefits, the Plan enables the Participating Company to attract superior key Employees, to encourage them to make careers with the Participating Company, and to give them additional incentive to make the Participating Company more profitable.

The Plan became effective on April 1, 1990, was amended and restated effective December 1, 1990, was amended and restated effective January 1, 2001 by an Instrument of Coca-Cola Bottling Co. Consolidated dated March 23, 2001, was further amended and restated effective January 1, 2001 by an Instrument of Cola-Cola Bottling Co. Consolidated dated July 26, 2001, was further amended and restated effective December 28, 2003 and was further amended and restated effective as of January 1, 2005. Effective January 1, 2007, this Instrument supersedes and replaces the amended and restated Plan effective January 1, 2005. The Committee has reserved the right to amend the Plan from time to time in whole or in part, and the Committee has authorized the amendment and restatement of the Plan set forth below.

ARTICLE I

DEFINITIONS

Whenever used herein and capitalized, the following terms shall have the respective meanings indicated unless the context plainly requires otherwise:

1.1 Adjustment Date

December 31st of each year, the date of a Change in Control, and any other date during the calendar year specified by the Plan Administrator, upon or as of which Pre-2006 Supplemental Accounts, Post-2005 Supplemental Accounts and Transition Contribution Accounts are adjusted as set forth in Article X.

1.2 Affiliate

Any corporation or other entity with respect to which the Company owns, directly or indirectly, 100% of the corporation' s or other entity' s outstanding capital stock or other equity interest, and any other entity with respect to which the Company owns directly or indirectly 50% or more of such entity' s outstanding capital stock or other equity interest and which the Committee designates as an Affiliate.

1.3 Authorized Leave of Absence

Either (a) a leave of absence authorized by the Participating Company in its sole and absolute discretion (the Participating Company is not required to treat different Employees comparably), provided that the Employee returns to a Participating Company within the period specified, or (b) an absence required to be considered an Authorized Leave of Absence by applicable law.

1.4 Beneficiary

The beneficiary or beneficiaries designated by a Participant pursuant to Article XII to receive the benefits, if any, payable on behalf of the Participant under the Plan after the death of such Participant, or when there has been no such designation or an invalid designation, the individual or entity, or the individuals or entities, who will receive such amount.

1.5 Board

The Board of Directors of the Company.

1.6 Bonus

An amount which is awarded and payable by the Participating Company or an Affiliate to the Employee under the Company' s Annual Bonus Plan (" Annual Plan" ) or the Company' s Long Term Performance Plan (" LTPP" ) in the calendar year next following the " Bonus Performance Period" designated under the Annual Plan or the LTPP, as applicable, which is the performance period during which the Employee performed the employment for which the Bonus is awarded. 1.7 Bonus Deferral Election

The Participant' s irrevocable written election, made in accordance with Section 2.4, to forego the receipt of a stipulated amount of a Bonus.

1.8 Change in Control

Any of the following:

(a) The acquisition or possession by any person, other than Harrison Family Interests (as defined in Paragraph (e)(1) of this Section), of beneficial ownership of shares of the Company' s capital stock having the power to cast more than 50% of the votes in the election of the Board or to otherwise designate a majority of the members of the Board; or (b) At any time when Harrison Family Interests do not have beneficial ownership of shares of the Company' s capital stock having the power to cast more than 50% of the votes in the election of the Board or to otherwise designate a majority of the members of the Board, the acquisition or possession by any person, other than Harrison Family Interests, of beneficial ownership of shares of the Company' s capital stock having the power to cast both (i) more than 20% of the votes in the election of the Board and (ii) a greater percentage of the votes in the election of the Board than the shares beneficially owned by Harrison Family Interests are then entitled to cast; or

(c) The sale or other disposition of all or substantially all of the business and assets of the Company and its subsidiaries (on a consolidated basis) outside the ordinary course of business in a single transaction or series of related transactions, other than any such sale or disposition to a person controlled, directly or indirectly, by the Company or to a person controlled, directly or indirectly, by Harrison Family Interests that succeeds to the rights and obligations of the Company with respect to the Plan; or

(d) Any merger or consolidation of the Company with another entity in which the Company is not the surviving entity and in which either (i) the surviving entity does not succeed to the rights and obligations of the Company with respect to the Plan or (ii) after giving effect to the merger, a " Change in Control" under Subsection (a) or (b) of this Section would have occurred as defined therein were the surviving entity deemed to be the Company for purposes of Subsections (a) and (b) of this Section (with appropriate adjustments in the references therein to " capital stock" and " the Board" to properly reflect the voting securities and governing body of the surviving entity if it is not a corporation).

(e) For purposes of this Section:

(1)" Harrison Family Interests" means and includes, collectively, the lineal descendants of J. Frank Harrison, Jr. (whether by blood or adoption), any decedent' s estate of any of the foregoing, any trust primarily for the benefit of any one or more of the foregoing, any person controlled, directly or indirectly, by any one or more of the foregoing, and any person in which any one or more of the foregoing have a majority of the equity interests;


2 (2)" person" includes an entity as well as an individual, and also includes, for purposes of determining beneficial ownership, any group of persons acting in concert to acquire or possess such beneficial ownership;

(3)" beneficial ownership" has the meaning ascribed to such term in Rule 13d-3 of the Securities Exchange Act of 1934; (4)" control" of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person; and

(5)" subsidiary" of the Company means any person as to which the Company, or another subsidiary of the Company, owns more than 50% of the equity interest or has the power to elect or otherwise designate a majority of the members of its board of directors or similar governing body.

(f) Notwithstanding any other provision of this Section, the revocable appointment of a proxy to vote shares of the Company' s capital stock at a particular meeting of shareholders shall not of itself be deemed to confer upon the holder of such proxy the beneficial ownership of such shares. If any person other than Harrison Family Interests would (but for this sentence) share beneficial ownership of any shares of the Company' s capital stock with any Harrison Family Interests, then such person shall be deemed the beneficial owner of such shares for purposes of this definition only if and to the extent such person has the power to vote or direct the voting of such shares otherwise than as directed by Harrison Family Interests and otherwise than for the benefit of Harrison Family Interests.

1.9 Class Year Deferral

The following shall collectively constitute a Class Year Deferral for a Participant with respect to each Plan Year beginning after 2005:

(a) The deferral of the Participant' s Salary under Section 2.4, including any Net Gain (Loss) Equivalent attributable thereto; (b) The deferral of any portion of the Participant' s Bonus under Section 2.4, including any Net Gain (Loss) Equivalent attributable thereto; (c) Post-2005 Matching Contributions credited to the Plan for a Participant, including any Net Gain (Loss) Equivalent attributable thereto; and

3 (d) Post-2005 Discretionary Contributions credited to the Plan for a Participant, including any Net Gain (Loss) Equivalent attributable thereto. 1.10 Code

The Internal Revenue Code of 1986, as amended. References thereto shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder. 1.11 Committee

The Compensation Committee of the Board.

1.12 Company

Coca-Cola Bottling Co. Consolidated, a Delaware corporation, and where appropriate any subsidiary thereof, or any entity which succeeds to its rights and obligations with respect to the Plan; provided, however, that for purposes of Section 1.6, " Company" shall mean only Coca-Cola Bottling Co. Consolidated, a Delaware corporation, and any entity which succeeds to its rights and obligations with respect to the Plan.

1.13 Deferral Election

A Salary Deferral Election or a Bonus Deferral Election.

1.14 Deferred Retirement

A Participant' s Termination of Employment, other than on account of death, after the last day of the month coinciding with or during which the Participant attains Normal Retirement Age but before the end of the calendar year in which the Participant attains age 70. If the Participant is still employed with the Participating Company or an Affiliate at the end of the calendar year in which the Participant attains age 70, the Participant shall be deemed to have taken Deferred Retirement on the last day of that calendar year.

1.15 Disability Retirement-Regular

Attaining age 55 while subject to a Total Disability if (i) the Total Disability caused a Termination of Employment, (ii) the Total Disability has continued from the Termination of Employment until age 55 and (iii) the Participant has less than 20 Years of Service (including Years of Service credited for time while the Total Disability continued) upon attaining age 55. The Participant will be deemed to have taken Disability Retirement- Regular upon attaining age 55. 1.16 Disability Retirement-Special

Attaining age 55 while subject to a Total Disability if (i) the Total Disability caused a Termination of Employment, (ii) the Total Disability has continued from the Termination of Employment until age 55 and (iii) the Participant has 20 or more Years of Service


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(including Years of Service credited for time while the Total Disability continued) upon attaining age 55. The Participant will be deemed to have taken Disability Retirement- Special upon attaining age 55.

1.17 Early Retirement-Regular

Termination of Employment, other than on account of death, after attaining age 55 but prior to the earlier of attaining age 60 or completing 20 Years of Service.

1.18 Early Retirement-Special

Termination of Employment, other than on account of death, after attaining age 55 and completing 20 Years of Service, but prior to attaining age 60.

1.19 Earnings

With respect to an Employee, Salary and Bonuses payable by the Participating Company to the Employee.

1.20 Effective Date

The Effective Date of this amendment and restatement of the Plan is January 1, 2007.

1.21 Employee

A person who is a common-law employee of the Participating Company.

1.22 ERISA

The Employee Retirement Income Security Act of 1974, amended. References thereto shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder. 1.23 Fixed Benefit Option Account

With respect to each Participant, the separate bookkeeping account consisting of the Participant' s Pre-2006 Deferrals and Pre-2006 Company Contributions not allocated to the Participant' s Pre-2006 Supplemental Account. 1.24 Investment Option

An investment option designated by the Plan Administrator pursuant to Section 2.5(e).

1.25 Investment Subaccount

One or more subaccounts kept as part of:

(a) A Participant' s Pre-2006 Supplemental Account to account for Pre-2006 Deferrals or Pre-2006 Company Contributions, as applicable;

5 (b) A Participant' s Post-2005 Supplemental Account to account for Post-2005 Deferrals or Post-2005 Company Contributions, as applicable; or (c) A Participant' s Transition Contribution Account to account for Transition Contributions; which are deemed to be invested in the Investment Option to which the subaccount relates, and the Net Gain (Loss) Equivalent attributable thereto.

1.26 Net Gain (Loss) Equivalent

With respect to each Adjustment Date, the dollar amount equivalent to be credited to or debited from, as the case may be, each of the Participant' s Investment Subaccounts. The amount of the Net Gain (Loss) Equivalent of a particular Investment Subaccount shall equal the amount of investment gain or loss which would have been experienced had the Investment Subaccount balance been invested in the Investment Option to which it relates. As of each Adjustment Date, the Plan Administrator shall determine the Net Gain (Loss) Equivalent, taking into due account additions to and subtractions from the Investment Subaccount since the next preceding Adjustment Date.

1.27 Normal Retirement

A Participant' s Termination of Employment, other than on account of death, on the last day of the month coinciding with or during which the Participant attains Normal Retirement Age.

1.28 Normal Retirement Age

Age 60. 1.29 Participant

As of any date, (a) any Employee who commences participation in the Plan as provided in Article II, (b) a former Employee who is eligible for a benefit under the Plan, or (c) a former Employee whose employment terminated on account of Total Disability and who may later become eligible for a benefit under the Plan.

1.30 Participating Company

Subject to the provisions of Article XIII, " Participating Company" means the Company and any Affiliate which adopts the Plan for the benefit of its selected key Employees. Each Participating Company shall be deemed to appoint the Committee as its exclusive agent to exercise on its behalf all of the power and authority conferred by the Plan upon the Company and accept the delegation to the Plan Administrator of all the power and authority conferred upon the Plan Administrator by the Plan. The authority of the Committee to act as such agent shall continue until the Plan is terminated as to the Participating Company. The term " Participating Company" shall be construed as if the Plan were solely the Plan of such Participating Company, unless the context plainly requires otherwise.


6 1.31 Plan

The Coca-Cola Bottling Co. Consolidated Supplemental Savings Incentive Plan, as contained herein and as it may be amended from time to time hereafter.

1.32 Plan Administrator

The Executive Vice President and Assistant to the Chairman or such other person designated by such individual or by the Chief Executive Officer of the Company.

1.33 Plan Year

The 12-month period beginning each January 1 and ending the following December 31.

1.34 Post-2005 Company Contributions

Post-2005 Matching Contributions and Post-2005 Discretionary Contributions.

1.35 Post-2005 Company Contribution Subaccount

With respect to each Participant, the separate bookkeeping account consisting of the Participant' s Post-2005 Matching Contribution Subaccount and the Participant' s Post-2005 Discretionary Contribution Subaccount and the Investment Subaccounts thereunder, including Net Gain (Loss) Equivalent attributable thereto.

1.36 Post-2005 Deferrals

Amounts of Earnings that would have been paid to a Participant with respect to any year after 2005 but which the Participant elects to defer pursuant to a Deferral Election.

1.37 Post-2005 Deferral Subaccount

The subaccount kept as part of a Participant' s Post-2005 Supplemental Account to account for Post-2005 Deferrals credited to Investment Options and the Net Gain (Loss) Equivalent attributable thereto. 1.38 Post-2005 Discretionary Contributions

The contributions described in Section 3.2(b).

1.39 Post-2005 Discretionary Contribution Subaccount

The subaccount kept as part of a Participant' s Post-2005 Supplemental Account to account for Post-2005 Discretionary Contributions credited to Investment Options and the Net Gain (Loss) Equivalent attributable thereto.

7 1.40 Post-2005 Matching Contributions

The contributions described in Section 3.1(b).

1.41 Post-2005 Matching Contribution Subaccount

The subaccount kept as part of a Participant' s Post-2005 Supplemental Account to account for Post-2005 Matching Contributions credited to Investment Options and the Net Gain (Loss) Equivalent attributable thereto. 1.42 Post-2005 Supplemental Account

With respect to each Participant, the separate bookkeeping account consisting of the Participant' s Post-2005 Deferral Subaccount, the Post-2005 Company Contribution Subaccount and the Investment Subaccounts thereunder, including the Net Gain (Loss) Equivalent attributable thereto.

1.43 Pre-2006 Company Contributions

Pre-2006 Matching Contributions and Pre-2006 Discretionary Contributions.

1.44 Pre-2006 Company Contribution Subaccount

With respect to each Participant, the separate bookkeeping account consisting of the Participant' s Pre-2006 Matching Contribution Subaccount and the Participant' s Pre-2006 Discretionary Contribution Subaccount and the Investment Subaccounts thereunder, including Net Gain (Loss) Equivalent attributable thereto.

1.45 Pre-2006 Deferrals

Amounts of Earnings that would have been paid to a Participant with respect to any year prior to 2006 but which the Participant elected to defer pursuant to a Deferral Election.

1.46 Pre-2006 Deferral Subaccount

The subaccount kept as part of a Participant' s Pre-2006 Supplemental Account to account for Pre-2006 Deferrals credited to Investment Options and the Net Gain (Loss) Equivalent attributable thereto or the subaccount kept as part of a Participant' s Fixed Benefit Option Account to account for Pre-2006 Deferrals credited to the Participant' s Fixed Benefit Option Account, as applicable.

1.47 Pre-2006 Discretionary Contributions

The contributions described in Section 3.2(a).

1.48 Pre-2006 Discretionary Contribution Subaccount

The subaccount kept as part of a Participant' s Pre-2006 Supplemental Account to account for Pre-2006 Discretionary Contributions credited to Investment Options and the Net


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Gain (Loss) Equivalent attributable thereto or the subaccount kept as part of a Participant' s Fixed Benefit Option Account to account for Pre-2006 Discretionary Contributions credited to the Participant' s Fixed Benefit Option Account, as applicable. ...