COCA-COLA ENTERPRISES INC. SUPPLEMENTAL MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

Exhibit 10.2

COCA-COLA ENTERPRISES INC.

SUPPLEMENTAL MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN

(AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008)

ARTICLE I

INTRODUCTION AND PURPOSE

1.1. Purpose . The purpose of the Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings and Investment Plan (the “Plan”) is to provide a select group of management and highly compensated employees with the opportunity to enhance their retirement security by deferring a portion of their compensation under the Plan.

1.2. Amendment and Restatement . Coca-Cola Enterprises Inc. hereby amends and restates the Plan, effective December 31, 2008. This amended and restated Plan applies to all Participants, including former Employees, with an Account under the Plan who had not commenced payments by December 31, 2008. Participants who had commenced payments by December 31, 2008 shall continue to be paid in accordance with the form of payment then in effect.

ARTICLE II

DEFINITIONS

2.1. “ Account ” means the record maintained by the Administrative Committee that represents each Participant’s interest under the Plan. Such interest may be reflected as a book reserve entry in the Company’s accounting records, or as a separate account under a trust, or as a combination of both methods. Each Participant’s Account shall consist of at least two subaccounts: a Deferral Account and an Employer Matching Account.

2.2. “ Administrative Committee ” means the committee appointed pursuant to Article VI to administer the Plan or such committee’s designee.

2.3. “ Affiliates ” means all entities treated as a single service recipient or employer with the Company pursuant to Code section 409A.

2.4. “ Beneficiary ” means (i) the beneficiary designated by the Participant in accordance with the procedures established by the Administrative Committee, (ii) if the Participant has not designated a beneficiary or such beneficiary is no longer living, the Participant’s Surviving Spouse, and (iii) if there is no designated beneficiary or Surviving Spouse, the Participant’s estate.

2.5. “ Code ” means the Internal Revenue Code of 1986, as amended. Reference to any section of the Code includes reference to any regulations promulgated thereunder, and any related administrative guidance, notice, or ruling that amends or supplements such section.

2.6. “ Company ” means Coca-Cola Enterprises Inc., a Delaware corporation, or its successor or successors.

2.7. “ Compensation ” means those amounts included in the definition of Compensation under the MESIP. For purposes of this Plan, “Compensation” shall be determined without regard to the limits of Code section 401(a)(17), and shall include amounts deferred under this Plan, but shall exclude the amount of a Participant’s MIP Award, whether or not deferred hereunder.

2.8. “ Deferral Account ” means that portion of each Participant’s Account that represents his interest in the Plan that is credited pursuant to Sections 4.1(a) and 4.1(c).

2.9. “ Deferral Election ” means a Participant’s election to defer a portion of his Compensation and/or his MIP Award, which election must be made in the manner required by the Administrative Committee.

2.10. “ Eligible Employee ” means any Employee who satisfies the criteria for participation in the Plan, as established by the Administrative Committee.

2.11. “ Employee ” means any person who is an employee on the payroll of the Employer and shall exclude any person not on the payroll of the Employer, such as an independent contractor or person paid by a temporary staffing or similar agency, even if a court or administrative agency determines at any time that such an individual is a common law employee of the Employer.

2.12. “ Employer ” means the Company or any Participating Company.

2.13. “ Employer Matching Account ” means that portion of each Participant’s Account that represents his interest in the Plan that is credited pursuant to Sections 4.1(b) and 4.1(c).

2.14. “ Enrollment Period ” means any period designated by the Administrative Committee during which an Eligible Employee is permitted to make a Deferral Election.

2.15. “ Initial Enrollment Period ” means the period designated by the Administrative Committee in connection with an Eligible Employee’s initial employment with the Employer during which an Eligible Employee is permitted to make a Deferral Election; provided, however, that the Initial Enrollment Period shall end no later than the date that is 30 days after the date that the Employee first becomes eligible to participate in the Plan or any other plan required to be aggregated with the Plan pursuant to Treas. Reg. § 1.409A-1(c)(3)(viii).

2.16. “ MESIP ” means the Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan.

2.17. “ MIP Award ” means the cash bonus payable under the Company’s Management Incentive Plan.

2.18. “ Open Enrollment Period ” means any period designated by the Administrative Committee, other than an Initial Enrollment Period, during which an Eligible Employee is permitted to make a Deferral Election.

2.19. “ Participant ” means an Eligible Employee who satisfies the requirements for participation in the Plan and makes a Deferral Election pursuant to Article III. Any current or former Employee who has an interest under the Plan shall also be considered a Participant, even though such Employee is ineligible to make a Deferral Election.

2.20. “ Participating Company ” shall mean an Affiliate that has adopted the Plan with the consent of the Company or the Administrative Committee.

2.21. “ Plan ” means the Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings and Investment Plan, as amended.

2.22. “ Plan Year ” means the 12-month period beginning each January 1st and ending on the next December 31st.

2.23. “ Separation from Service ” means a separation from service, within the meaning of Code section 409A, with the Employer and all Affiliates, applying the special rules regarding military service and periods of leave treated as continued employment pursuant to Treas. Reg. §1.409A-1(h)(1)(i) and using a 50% threshold for the level of service rather than 20% under Treas. Reg. §1.409A-1(h)(1)(ii).

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2.24. “ Surviving Spouse ” shall mean a spouse who is married to the Participant as of the date of the Participant’s death and who survives the Participant.

ARTICLE III

PARTICIPATION AND DEFERRAL ELECTIONS

3.1. Participation .

(a) Compensation Deferral Election . An Eligible Employee may make a Deferral Election with respect to Compensation during the following periods:

(b) MIP Deferral Election . An Eligible Employee may make a Deferral Election during an Open Enrollment Period with respect to his MIP Award payable for services performed in the Plan Year following such Open Enrollment Period. Such Open Enrollment Period shall end no later than December 31 of the Plan Year preceding the year in which the services relating to the MIP Award are performed. For example, an Eligible Employee’s Deferral Election made during the 2009 Open Enrollment Period with respect to his MIP Award will apply to his MIP Award earned in 2010 and paid in 2011.

(c) Employer Matching Contributions . A Participant with an effective Deferral Election in place shall be eligible to have Employer matching contributions credited to his Employer Matching Account under Section 4.1(b).

3.2. Limitation on Amount of Deferral Election . An Eligible Employee may elect to defer any whole percentage of his Compensation and/or MIP Award, subject to any maximum established by the Administrative Committee. Until changed by the Administrative Committee, a Participant’s Deferral Election shall not exceed 70% of his Compensation for any payroll period and/or 70% of any MIP Award.

3.3. Change in Deferral Election . Deferral Elections shall remain in effect until changed or revoked pursuant to this Section 3.3 or Section 3.5. A Participant may, during any Open Enrollment Period in which he is an Eligible Employee, increase or decrease the percentage of an existing Deferral Election or revoke an existing Deferral Election with respect to Compensation or an MIP Award to be paid for services performed in the Plan Year next following such Open Enrollment Period, provided: (a) such change must be made during, and shall become irrevocable at the end of, the Plan Year during which such Open Enrollment Period occurs; and (b) such Open Enrollment Period shall end no later than December 31 of the Participant’s taxable year prior to the Participant’s taxable year in which the services relating to the Compensation or MIP Award will be performed. A Participant may not otherwise revoke or change the percentage of an existing Deferral Election.

3.4. Rehired Employees . A rehired Eligible Employee shall be permitted to make an Deferral Election under Section 3.1(a)(2), but shall not be permitted to make a Deferral Election under Section 3.1(a)(1).

3.5. Cancellation of Deferrals Upon Hardship . In the event that a Participant receives a hardship distribution in a Plan Year pursuant to Treas. Reg. §1.401(k)-1(d)(3) under any section 401(k) plan of the Employer

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or an Affiliate or pursuant to Section 5.7 of this Plan, the Participant’s Deferral Election shall be cancelled with respect to any Compensation or MIP Award to be paid during the remainder of such Plan Year and any future Plan Year; provided, however, that (a) in the case of a hardship distribution under a section 401(k) plan, the Participant may elect during the next Open Enrollment Period that is at least six months after such hardship distribution occurs to make a new Deferral Election in accordance with the procedures set forth in this Article III, and (b) in the case of a hardship distribution under Section 5.7 of this Plan, the Participant may elect during the next Open Enrollment Period to make a new Deferral Election in accordance with the procedures set forth in this Article III.

ARTICLE IV

ACCRUAL OF BENEFITS

4.1. Participants’ Accounts .

(a) Deferral Account . Each Participant’s Deferral Account shall be credited with an amount equal to the portion of the Compensation or MIP Award deferred by the Participant as soon as practicable after such amount would oth