Life Insurance Benefit Agreement



  
 Exhibit 10.37

  
 LIFE INSURANCE BENEFIT AGREEMENT 

 
 This LIFE INSURANCE BENEFIT AGREEMENT (the “Agreement”) is made
and entered into as of the 5th day of December, 2003, and shall be effective as of the 28th day of December, 2003
(the “Effective Date”), by and between COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation (the “Corporation”), Jan M. Harrison, Trustee under the J. Frank Harrison, III 2003 Irrevocable Trust dated December 8, 2003 (the
“JFH Trust”), John R. Morgan, Trustee under the Harrison Family 2003 Irrevocable Trust dated December 8, 2003 (the “Family Trust”), and J. Frank Harrison, III (the “Executive” and together with the JFH Trust, the Family
Trust and the Corporation, the “Parties”). 
  
 Statement of Purpose 
  
 Executive is the Chairman
and Chief Executive Officer of the Corporation. The Corporation has previously provided Executive certain life insurance benefits in accordance with certain split-dollar arrangements. These split-dollar arrangements have been terminated effective
December 27, 2003. As part of Executive’s continuing compensation and benefit arrangements, the Corporation wishes to provide replacement life insurance benefits for Executive. 
  
 NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties hereto agree as follows: 
  
 1. Life Insurance Benefit. As of the Effective Date, the JFH Trust is the owner of the life insurance policy more particularly described on
Exhibit A (the “JFH Trust Policy”) and the Family Trust is the owner of the life insurance policy more particularly described on Exhibit B (the “Family Trust Policy”). The Corporation hereby agrees to
pay the annual premiums on the JFH Trust Policy and the Family Trust Policy, as set forth on Exhibit A and Exhibit B respectively. The Corporation’s obligation under this Paragraph 1 shall continue until (a) the
premiums and expenses of both the JFH Trust Policy and the Family Trust Policy have been paid in full or (b) the death of (i) Executive in the case of the JFH Trust Policy or (ii) both Executive and his spouse in the case of the Family Trust Policy.

  
 2. Taxes. Executive acknowledges that the premium
payments made pursuant to Paragraph 1 will be treated as compensation taxable to him. The Corporation agrees to make a tax gross-up payment on behalf of Executive, in an amount to be determined by the Corporation in its sole discretion, for each
year in which a premium payment is made on the Policy by the Corporation. 
  
 3. Miscellaneous. 
  
 (a)
This Agreement may not be amended, altered or modified except by a written instrument signed by the Parties or their respective successors or assigns and may not be otherwise terminated except as provided herein. 
  









 (b) This Agreement shall be binding upon the Parties, their heirs, legal representatives, successors and
assigns. 
  
 (c) This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the State of North Carolina except to the extent (if any) superceded by the laws of the United States. 
  
 (d) Headings in this Agreement are provided for purposes of convenience only and shall not affect the interpretation of the
terms hereof. 
  
 (e) All notices and other communications
hereunder must be in writing and shall be deemed to have been duly given when either personally delivered or placed in the United States mails by Certified Mail, return receipt requested, postage prepaid, addressed to the party to whom such notice
is being given as follows: 
  

			
	As to the Corporation:	  	 Coca-Cola Bottling Co. Consolidated
 4100 Coca-Cola
Plaza
 Charlotte, North Carolina 28211

		
	 	  	Attention: Executive Compensation and Benefits Department
		
	As to the Trustee of the JFH Trust:	  	 Jan M. Harrison
 [Intentionally
Omitted]

		
	As to the Trustee of the Family Trust:	  	 John R. Morgan
 Poole, Thornbury & Morgan

732 Cherry Street
 Chattanooga, Tennessee 37402

		
	As to the Executive:	  	 J. Frank Harrison, III
 [Intentionally
Omitted]


  
 Any party may change its address (or
the name of the person to whose attention communications hereunder shall be directed) from time to time by serving notice thereof upon the other party as provided herein. 
  
 [Signature page follows on next page] 
  

 2 








 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the 12th day of December, 2003 to
be effective as of the Effective Date. 
  

	
	 “JFH Trust”

	
	 /s/ Jan M. Harrison

	

	Jan M. Harrison, as Trustee of the J. Frank
Harrison, III 2003 Irrevocable Trust Dated
December 8, 2003


  

	
	 “Family Trust”

	
	 /s/ John R. Morgan

	

	John R. Morgan, as Trustee of the Harrison
Family 2003 Irrevocable Trust Dated
December 8, 2003


  

			
	 “Corporation”

	
	 COCA-COLA BOTTLING CO. CONSOLIDATED

		
	 By:
	 	 /s/ Robert D. Pettas, Jr.

	 	 	

	 Name:
	 	 Robert D. Pettas, Jr.

	 Title:
	 	 Executive V.P. & Asst. to the Chairman



  

	
	“Executive”
	
	 /s/ J. Frank Harrison, III

	

	 J. Frank Harrison, III



  









 Exhibit A 
 JFH Trust 
  
 Insurance Policy 
  

					
	 Insurer

	  	Policy Number

	  	 Policy Date


	 Travelers Life & Annuity Company
	  	7421840	  	 December 19, 2003


  
 Schedule of Premium
Payments 
  
 Sixteen (16) annual payments of $145,431.66 commencing in
December 2003. 
  









 Exhibit B 
 Family Trust 
  
 Insurance Policy 
  

					
	 Insurer

	  	Policy Number

	  	 Policy Date


	 Travelers Life & Annuity Company
	  	7421839	  	 December 19, 2003


  
 Schedule of Premium
Payments 
  
 Sixteen (16) annual payments of
$77,271.87 commencing in December 2003.