SOFT TOLL AGREEMENT
                             FOR ALUMINUM CAN STOCK
                                      AMONG
                       COCA-COLA BOTTLING CO. CONSOLIDATED
                                       AND
                          THE COCA-COLA TRADING COMPANY
                                       AND
                           ALUMINUM COMPANY OF AMERICA

<PAGE>


 THIS SOFT TOLL AGREEMENT FOR ALUMINUM CAN STOCK (hereinafter referred to as the
 "Agreement") is effective as of the date of last signature of CCBCC, TCCTC, and
 Alcoa,

 Among                             COCA-COLA BOTTLING CO. CONSOLIDATED
                                   a _______________________ corporation
                                   having a place of business at:
                                   _____________________________________

                                   _____________________________________

                                   (hereinafter referred to as "CCBCC")


 And                              THE COCA-COLA TRADING COMPANY a Delaware
                                  corporation having a place of business at: One
                                  Coca-Cola Plaza, N.W., Atlanta,Georgia 30313
                                  U.S.A. (hereinafter referred to as "TCCTC")

 And                              ALUMINUM COMPANY OF AMERICA
                                  a Pennsylvania corporation having a place of
                                  business at 1100 Riverview Plaza, Knoxville,
                                  PA 37902 U.S.A. (hereinafter referred to as
                                  "Alcoa")

<PAGE>


                                    RECITALS:

A.      TCCTC is a direct, wholly-owned subsidiary of The Coca-Cola Company
        ("TCCC") and is engaged in providing services in respect of the supply
        of aluminum can sheet for fabrication into can bodies and ends to be
        used by TCCC, its subsidiaries and participating bottlers, canners, and
        other companies authorized by TCCC to package, distribute and/or sell
        beverages under the trademarks of TCCC, including CCBCC.

B.      Alcoa is a producer of aluminum can sheet and desires to avail itself of
        services provided by TCCTC to have CCBCC designate Alcoa as a supplier
        of aluminum can sheet for can bodies and ends to be used by CCBCC or its
        Affiliates.

C.      CCBCC, TCCTC, and Alcoa have reached agreement on the terms and
        conditions necessary for implementation.

NOW, THEREFORE, IN CONSIDERATION of the promises and obligations of the parties
contained in this Agreement, the parties agree as follows:

 1.     DEFINITIONS

        1.1     ALUMINUM CAN STOCK

                "ALUMINUM CAN STOCK" means aluminum beverage can body, end and
                tab stock that complies with TCCC's and its qualified can
                supplier's standards and specifications, applied in a consistent
                manner to all its aluminum can stock suppliers.

        1.2     CAN MANUFACTURER

                "CAN MANUFACTURER ('CM')" means Ball Corporation, Crown Cork &
                Seal Company, Inc., American National Can Company, and any
                current U.S. supplier to CCBCC of aluminum can bodies and/or
                ends that will use Aluminum Can Stock supplied hereunder.

        1.3     AFFILIATES

                "Affiliates" shall mean, as to any entity, any other entity
                which is controlled by, controls, or is under common control
                with such entity. The term "control" (including the terms
                "controlled," "controlled by," and "under common control with")
                shall mean the possession, direct or indirect, of the power to
                direct or cause the direction of the management and policies of
                an entity.

                                      -2-

<PAGE>


        1.4     DELIVERY TERMS

                "FOB" shall mean "Free on Board" as more fully defined by
                INCOTERMS 1990.

        1.5     GROSS WEIGHT AND NET WEIGHT

                The term "Gross Weight" means the input weight of Aluminum Can
                Stock used to make a given number of can bodies and ends. The
                term "Net Weight" means the Gross Weight minus the weight of
                scrap generated in making the given number of can bodies and
                ends.

        1.6     TERM

                This Agreement will be effective with shipments of Aluminum Can
                Stock beginning January 1, 1999 and will terminate on December
                31, 2000, unless sooner terminated as provided herein.

 2.     CAN MANUFACTURERS' COOPERATION

        2.1     CMS' COOPERATION

                TCCTC and CCBCC agree to use commercially reasonable efforts to
                secure the cooperation of the CMs in implementing the structure
                contemplated hereunder. If that cooperation cannot be achieved,
                then the parties to this Agreement shall meet to discuss issues
                that prevent the parties from achieving the objectives of this
                Agreement, and, appropriately modify this Agreement by mutual
                agreement.

 2.2    AGREEMENTS WITH CMS

                If, by December 31, 1998, agreements with respect to the use of
                the Aluminum Can Stock to be purchased by CMs as contemplated by
                this Agreement for can bodies and ends are not in place between
                CCBCC and its CMs, and which include those commitments by the
                CMs that are required under this Agreement, and which include
                commitments by the CMs to directly purchase all Aluminum Can
                Stock committed hereunder, and which are otherwise satisfactory
                to CCBCC, then CCBCC may terminate this Agreement with respect
                to the affected commitments.

                CCBCC will use commercially reasonable efforts to include, in
                those conversion agreements with the CMs, obligations on the CMs
                to (1) report to Alcoa the gross and net amounts of Aluminum Can
                Stock used hereunder by product and the net amount of Aluminum
                Can Stock used hereunder per thousand can bodies and ends, (2)
                accept Aluminum Can Stock committed hereunder at CCBCC's
                designated CM plants or other plants acceptable to

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<PAGE>


                Alcoa, (3) return class scrap to Alcoa on terms and conditions
                to be negotiated between the CM and Alcoa, and (4) to provide
                quarterly status reports to Alcoa, CCBCC, and TCCTC.

 3.     QUALITY AND DELIVERY

        3.1     WARRANTIES

                Alcoa warrants to TCCTC, CCBCC, and TCCC that all Aluminum Can
                Stock delivered under the Agreement (i) is merchantable and is
                fit for its intended purpose, in both cases, for making aluminum
                cans that meet the standards of TCCC and CM in effect on the
                date hereof, and (ii) meets or exceeds TCCC's and its qualified
                CMs' standards for Aluminum Can Stock to be used to manufacture
                can bodies and ends to meet TCCC's performance criteria and
                standards for aluminum can bodies and ends, which are being
                reasonably applied in a consistent manner to all such CM's
                Aluminum Can Stock suppliers, as they may change from time to
                time; provided, however, that Alcoa has agreed to such changes,
                and (iii) does not infringe the intellectual property rights of
                third parties.

        3.2     CMS TO LOOK TO ALCOA

                CCBCC will use good faith efforts to cause the CMs to look
                directly and exclusively to Alcoa for remedies for any quality
                or delivery problems with Aluminum Can Stock purchased under
                this Agreement, whether the CMs buy directly from Alcoa or
                through CCBCC. Alcoa agrees to directly provide, and to be
                solely responsible for providing, such remedies to the CMs. Any
                limitations on Alcoa's liability for quality or delivery
                problems will be determined between each CM and Alcoa. However,
                Alcoa will not limit its liability for quality or delivery
                problems with each CM for Aluminum Can Stock purchased under
                this Agreement more than it limits its liability with that CM
                for Aluminum Can Stock not purchased hereunder, and in any case
                no more than it limits it liability with that CM as of the last
                signing date of this Agreement. Alcoa shall not be responsible
                to TCCTC, CCBCC or TCCC for their incidental or consequential
                damages arising hereunder.

        3.3     INDEMNIFICATION

                Alcoa shall indemnify and hold harmless TCCTC, TCCC, and CCBCC,
                and all of their subsidiaries, officers, agents, and employees,
                collectively referred to as the "indemnified parties," against
                all claims, costs (including, without limitation, reasonable
                attorneys' fees, and full goods replacement and recall costs)
                and damages to the extent that they arise because of the
                Aluminum Can Stock supplied by Alcoa under this Agreement. The
                limitations on damages set forth in Section 3.2 above apply to
                this Section 3.3 except in the case of third party beverage
                consumer (other than CMs) and other beverage filler


                                      -4-
<PAGE>

                claims arising against the indemnified parties to the extent due
                to the Aluminum Can Stock supplied hereunder.

        3.4     DISQUALIFICATION

                TCCC or CCBCC may, without waiving other rights for failing to
                meet these warranties, disqualify Alcoa if its Aluminum Can
                Stock fails to meet these warranties, or if Alcoa repeatedly
                fails to provide timely delivery. Rejection or revocation of
                acceptance of Aluminum Can Stock may be made by the selected CM,
                and Alcoa shall work expeditiously, while coordinating with
                CCBCC and the CM, to replace such Aluminum Can Stock.

                In the event that Alcoa is disqualified or unable to be
                qualified at a CCBCC selected CM's plant, CCBCC will work with
                the CM and Alcoa to requalify or qualify. Until Alcoa is
                requalified or qualified, CCBCC shall be free to make
                alternative arrangements for its Aluminum Can Stock
                requirements. Alcoa shall pay to CCBCC any additional, direct,
                reasonable costs associated with rolling forward its aluminum
                metal hedge position with Alcoa or taking or transferring a
                metal position to another supplier resulting from those
                alternative arrangements. Until Alcoa is requalified or
                qualified, CCBCC is relieved of the affected volume commitments
                under this Agreement.

 4.     PURCHASE AND SALE OF ALUMINUM CAN STOCK

        4.1     VOLUME COMMITMENT

                4.1.1   NO TCCTC COMMITMENT

                        The Aluminum Can Stock commitments hereunder are made by
                        CCBCC alone, and TCCTC has no liability for the
                        commitments of CCBCC.

                4.1.2   COMMITMENT FOR CCBCC'S VOLUME

                        During the term of this Agreement, CCBCC will require
                        its CMs to purchase, from Alcoa, one hundred percent
                        (100%) of CCBCC's requirements for Aluminum Can Stock
                        for can bodies and ends used at CCBCC's Nashville,
                        Tennessee and Roanoke, Virginia can filling lines. Such
                        purchases shall be in addition to any other purchase
                        commitments any CM has with Alcoa, and shall in no event
                        be a deduction or set off from any contractual
                        commitment between such CM and Alcoa. However, if
                        purchases hereunder are not in addition to any other
                        purchase commitments any CM has with Alcoa, or are a
                        deduction or set off from any contractual commitment
                        between such CM and Alcoa, then Alcoa may terminate this
                        Agreement, and CCBCC and TCCTC will have no liability,
                        financial or otherwise as a result of such termination
                        other than CCBCC's for any direct, reasonable Alcoa cost
                        or expense incurred with respect to Aluminum Can Stock
                        which has already been priced. It is estimated


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<PAGE>

                        that these two filling locations will use approximately
                        500 million can bodies and ends per year (this estimate
                        is not a commitment to purchase).

                        4.1.3    ALCOA OBLIGATED TO SUPPLY

                        Alcoa will supply the amounts committed by CCBCC under
                        this Agreement to the designated CMs for CCBCC's needs,
                        and time is of the essence in all orders.

         4.2    PURCHASES BY CCBCC

                The parties contemplate that actual purchases of the Aluminum
                Can Stock committed hereunder will be made by CCBCC's CMs, as
                outlined below under Section 6.2. However, CCBCC may, with
                Alcoa's consent, purchase the Aluminum Can Stock.

 5.     SCRAP PURCHASE

        Alcoa will work individually with CCBCC's CMs to handle scrap generated
        in the use of Aluminum Can Stock purchased hereunder.

 6.     ALUMINUM CAN STOCK PRICING AND INVOICING

        6.1     PRICING

                Prices  applicable hereunder are provided in the Pricing
                Schedule (Exhibit 1).

        6.2     INVOICING

                Except with respect to Aluminum Can Stock sold to CCBCC as
                provided in Section 4.2, Alcoa shall invoice (the "Alcoa
                invoices") the CM selected by CCBCC at the price of Section 1 of
                the Pricing Schedule.

                Any positive difference between the price invoiced under the
                Alcoa invoices and the CCBCC price under Section 2 price of the
                Pricing Schedule shall be paid by Alcoa to CCBCC, each calendar
                quarter, for each pound to which the prices correspond. If the
                CCBCC price under Section 2 of the Pricing Schedule is higher
                than that of the Alcoa invoices for particular pounds, then
                Alcoa shall issue to CCBCC, each calendar quarter, an invoice
                (payable net 30 days) for that difference. All invoicing
                hereunder shall be netted.

                When Alcoa invoices the CM, the CMs are the purchasers of the
                Aluminum Can Stock, and therefore own and have title to the
                Aluminum Can Stock.


                                      -6-
<PAGE>

 7.     ALCOA OPTION TO MEET ALCAN OFFERS

        7.1     ALCOA'S OPTION

                Alcoa is to remain competitive with offers received from Alcan
                Aluminum Corporation ("Alcan"), as described below in this
                Section 7.1. For Aluminum Can Stock that has not yet been priced
                by CCBCC under Section 3 of the Pricing Schedule, Alcoa has the
                option to meet the terms and conditions of any Alcan competitive
                offer(s) on conversion fees up to the aggregate volume not yet
                priced hereunder. If Alcoa does not meet the competitive offer
                on all of CCBCC's volume not yet priced hereunder, then CCBCC is
                free to accept it and is relieved of as much of the volume
                commitments under this Agreement as CCBCC so chooses, except to
                the extent it would relieve CCBCC of volume already priced under
                Section 3 of the Pricing Schedule.

        7.2     CERTIFICATION BY CCBCC'S CFO

                If CCBCC cannot provide to Alcoa a copy of a competitive offer
                under Section 7.1, Alcoa may request CCBCC's CFO to provide a
                representation letter to Alcoa certifying the competitive offer.
                If requested by and paid for by Alcoa, CCBCC's outside auditor
                will also certify that CCBCC is complying with this Section 7.
                In no way will these audit rights jeopardize the confidentiality
                of other CCBCC suppliers or provide Alcoa with competitive
                information.

 8.     MOST FAVORED NATION

        8.1     ALCOA SALES

                If Alcoa, or any Alcoa Affiliate, agrees to supply aluminum can
                sheet directly to any (a) U.S. soft drink maker or (b) CM at a
                price which includes a metal component price having a ceiling of
                less than $0.85 per pound, the parties will meet as soon as
                practicable for the purpose of revising this Agreement to
                reflect the implications of such a lower ceiling price level, if
                any.

                Except as provided below, if, taking into account, without
                limitation, all incentives, promotional activities, discounts,
                rebates, credits, subsidies for hedging costs, and the like,
                whether or not denominated as related to conversion, Alcoa, or
                any Alcoa Affiliate, is selling aluminum can sheet at a price
                which has a conversion fee component which is lower than that
                hereunder (whether or not such sale was initiated by Alcoa or
                was made in response to a request, initiative, or counter of
                another purchaser) directly to any (a) U.S. soft drink maker or
                (b) CM, then such lower fee shall be substituted for the
                conversion cost/lb. hereunder, during the same delivery period
                and on


                                      -7-
<PAGE>

                the same quantity as it is effective for such can maker. For
                purposes of determining conversion fees hereunder, the following
                shall be excluded from consideration:

                o Any systems savings programs between Alcoa and a U.S.
                  canmaker;

                o Any promotional prices or toll fees in connection with the
                  promotion of new products;

                o Spot pricing or toll fees for incremental business; and

                o Annual or multi-year toll fee arrangements; provided, however,
                  that within 5 business days of entering into such an
                  arrangement with a CM which has a conversion fee lower than
                  that provided hereunder, Alcoa shall give CCBCC notice of the
                  material terms thereof, and CCBCC shall, within 10 business
                  days of receipt of such notice, advise Alcoa of its interest
                  in pursuing a similar arrangement and Alcoa will offer such
                  similar arrangement with respect to the same quantity of
                  Aluminum Can Stock, up to the quantity of volume unpriced for
                  the delivery period in question.

        8.2     CERTIFICATION BY CFO

                If requested by CCBCC, Alcoa will certify, by letter from
                Alcoa's Rigid Packaging Division's Chief Financial Officer, that
                it is complying with this Section 8. If requested by and paid
                for by CCBCC, Alcoa's outside auditor will also certify that
                Alcoa is complying with this Section 8. In no way will these
                audit rights jeopardize confidentiality of other Alcoa customers
                or provide CCBCC with competitive information.

 9.     CAN PROMOTION

        Alcoa shall pay to CCBCC, quarterly, a can promotion allowance of
        $0.90/thousand cans produced out of Aluminum Can Stock purchased under
        this Agreement. Alcoa may request CCBCC's CFO to provide a
        representation letter to Alcoa certifying the number of cans so
        produced.

 10.    CHANGES IN INDUSTRY PRICING

        If pricing structures in the industry (such as the formula pricing of
        adding a metal component (including the midwest premium) and a
        conversion fee) change, then the parties shall meet to discuss
        appropriate modifications that may be necessary to achieve the
        objectives of the parties.

11.     CHANGES IN CAN STOCK SPECIFICATIONS

        The parties anticipate that changes in Aluminum Can Stock specifications
        will occur over time, and that Alcoa will be able to supply such
        Aluminum Can Stock. If Alcoa is unable to supply


                                      -8-
<PAGE>

        such Aluminum Can Stock in the necessary quantities and it is otherwise
        available, the parties shall meet to discuss and appropriately agree
        upon modification or termination of this Agreement to ensure CCBCC
        receives appropriate Aluminum Can Stock.

 12.    COST AND QUALITY INITIATIVES

        Alcoa and CCBCC will work together to lower system costs wherever
        possible without injury or hardship to each other. Alcoa and CCBCC will
        work together to improve system quality and service.

 13.    FORCE MAJEURE

        The obligations of each party hereunder shall be excused to the extent
        that party's performance, or the performance of another party obligated
        to that party, is prevented or substantially impeded by strikes, work
        stoppages and slowdowns, war, insurrection, government action,
        (including levies, etc.), casualty (including without limitation, fire,
        flood, accident and explosion), acts of God and any other or different
        circumstances beyond the reasonable control of such party (any of the
        foregoing events being referred to as an event of"Force Majeure"). The
        party affected by an event of Force Majeure shall promptly notify the
        other party, identifying the event and estimated duration. The parties
        shall take reasonable steps to limit the consequences hereunder of any
        Force Majeure events.

 14.    CONFIDENTIALITY

        Except to the extent that disclosures to other persons of confidential
        information relating to this Agreement may be required by law or such
        confidential information becomes public through no fault of the
        appropriate party, TCCTC, TCCC, CCBCC and Alcoa agree not to disclose,
        and to cause their Affiliates not to disclose, to any person any pricing
        or cost information, or any other terms of this Agreement, or any other
        confidential or proprietary information provided pursuant to this
        Agreement. However, after consultation with the other parties, a party
        may provide, but only on a need to know basis and only to the extent
        necessary, such information, in confidence, to financial, tax, and legal
        advisors.

 15.    ENTIRE AGREEMENT

        This Agreement and its Exhibits constitute the entire agreement between
        the parties with respect to the subject matter hereof, and supersede all
        prior oral or written agreements between the parties concerning the
        subject matter hereof.

 16.    AMENDMENT

        No amendment to this Agreement shall be binding unless it is in writing
        and signed by all parties.


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<PAGE>

 17.    WAIVER

        No waiver by any party of any breach of any provision of this Agreement
        shall constitute a waiver of any other breach of that or any other
        provision of this Agreement.

 18.    SEVERABILITY

        In the event that any of the provisions of this Agreement are held to be
        unenforceable the remaining provisions of this Agreement shall remain in
        full force and effect, except to the extent that the objectives of the
        parties are frustrated.

 19.    ASSIGNMENT

        19.1  IN GENERAL

                Except as otherwise provided herein, no party shall assign any
                rights or delegate any duties under this Agreement without the
                prior written approval of the other parties.

        19.2    TO AFFILIATES

                Any party may assign this Agreement to an Affiliate provided
                that such assignee shall agree in writing to be bound by all
                terms of this Agreement in the same manner and to the same
                extent as the party is bound.

        19.3    CHANGE OF CONTROL

                If a sale or other transfer, to an entity or Affiliate of an
                entity substantially involved in the manufacture, sale,
                marketing or distribution of non-alcoholic beverages, of a
                controlling interest in Alcoa or a controlling Affiliate is
                concluded, or a sale or other transfer, to an entity or
                Affiliate of an entity substantially involved in the
                manufacture, sale, marketing or distribution of non-alcoholic
                beverages, of substantially all of the assets of Alcoa or a
                controlling Affiliate is concluded, then CCBCC may terminate
                this Agreement.

        19.4    TO CCBCC SUCCESSORS

                In addition, should a sale or other transfer of a controlling
                interest in CCBCC be concluded, or a sale or other transfer of
                substantially all of the assets of CCBCC be concluded, then,
                with Alcoa's agreement, CCBCC shall assign and delegate its
                respective rights and duties under this Agreement to the
                successor entity, and the successor entity must agree to be
                bound in writing to the same extent as the assigning and
                delegating party. If Alcoa withholds agreement to such sale or
                transfer, then CCBCC may terminate this Agreement.


                                      -10-
<PAGE>

 20.    APPLICABLE LAW

 The validity, interpretation and performance of this Agreement shall be
 governed by the laws applicable to contracts to be performed in the State of
 Georgia without giving effect to the conflict of law or choice of law rules
 thereof.

 AGREED:

 COCA-COLA BOTTLING CO.                      ALUMINUM COMPANY OF AMERICA,
 CONSOLIDATED                                RIGID PACKAGING DIVISION

 By: /s/ James L. Moore                      By: /s/ Michael Coleman
     -------------------------------------       ----------------------------
     -------------------------------------       ----------------------------
     President and Chief Operating Officer       President

 Date: 1/5/99                                Date:  12/22/98
     -------------------------------------         --------------------------

                                             THE COCA-COLA TRADING COMPANY

                                             By: Kenneth L. Carty
                                                 ----------------------------
                                                 Kenneth L. Carty
                                                 Vice President

                                             Date: 1/8/99
                                                 ----------------------------
                                      -11-
<PAGE>

                                    EXHIBIT 1
                                PRICING SCHEDULE

1.     PRICING TO CMS

       THE FOLLOWING IS A GENERIC DESCRIPTION OF ALCOA'S CURRENT PRICING
       PRACTICES FOR ALUMINUM CAN SHEET FOR SALES TO ITS U.S. CAN MAKER
       CUSTOMERS.

       1.1    EFFECTIVE AND PRICING PERIODS FOR CM PRICING

       Throughout the term of this Agreement, prices to be charged by Alcoa to
       the CMs are calculated in Pricing Periods and then apply during Effective
       Periods, as follows:

Pricing Period             Effective Period
--------------             ----------------

3/1/1998 - 8/31/1998       1/1/1999 - 3/31/1999

9/1/1998 - 2/28/1999       4/1/1999 - 9/30/1999

3/1/1999 - 8/31/1999       10/1/1999 - 3/31/2000

9/1/1999 - 2/28/2000       4/1/2000 - 9/30/2000

3/1/2000 - 8/31/2000       10/1/2000- 12/31/2000.

1.2    CM PRICING

The price per pound of Aluminum Can Stock charged by Alcoa to the CMs hereunder
is equal to the sum of a "CM Metal Component" and a "CM Conversion Fee." All
prices for Aluminum Can Stock are FOB the CM's plant.

        1.2.1 CM METAL COMPONENT

        The CM Metal Component equals "CM Metal Cost" plus the "CM Midwest
        Premium," defined as follows:

        "CM Metal Cost" during an Effective Period is the average of the daily
        per pound cash settlement London Metal Exchange price for aluminum, as
        published in PLATT'S METAL WEEK during a corresponding six month
        "Pricing Period."


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<PAGE>

        "CM Midwest Premium" during an Effective Period is the average of the
        weekly per pound closing Midwest Premium for aluminum, as published in
        PLATT'S METAL WEEK, during a corresponding six month "Pricing Period."

        1.2.2 CM CONVERSION FEE

        The "CM Conversion Fee" for Aluminum Can Stock for can bodies, ends, and
        tab are listed in Alcoa's published price schedule dated 1997 February
        28, attached hereto as Exhibit 2, as revised from time to time during
        the term hereof and subject to annual adjustments on each of April 1,
        1999 and April 1, 2000, at one-half (1/2) of the year over year change
        in the Producer Price Index for Intermediate Materials, Supplies and
        Components, as published monthly by the U.S. Department of Commerce.

2.     CCBCC PRICING

The CCBCC price per pound of Aluminum Can Stock purchased hereunder is equal to
the sum of a "CCBCC Metal Component" and a "CCBCC Conversion Fee." All prices
for Aluminum Can Stock are FOB the CM's plant.

        2.1 CCBCC METAL COMPONENT

        The CCBCC Metal Component equals "CCBCC Metal Cost" plus the "CCBCC
        Midwest Premium," defined as follows:

                "CCBCC Metal Cost" during a calendar month is the average of the
                daily per pound cash settlement London Metal Exchange price for
                aluminum for the immediately preceding calendar month, as
                published in PLATT'S METAL WEEK. For example, the CCBCC Metal
                Cost during March, 1999 is equal to the average of the daily per
                pound cash settlement London Metal Exchange price for aluminum
                for February, 1999.

                "CCBCC Midwest Premium" during a calendar month is the average
                of the weekly per pound closing Midwest Premium for aluminum for
                the immediately preceding calendar month, as published in
                PLATT'S METAL WEEK.

        However, the "CCBCC Metal Cost" component may be changed by CCBCC as
        provided in Section 3 below.

        2.2 CCBCC CONVERSION FEE

                The "CCBCC Conversion Fee" for Aluminum Can Stock for can
                bodies, ends, and tab are listed in Alcoa's published price
                schedule dated 1997 February 28, subject to annual adjustments
                on each of April 1, 1999 and April 1, 2000, at one-half (1/2) of
                the year over year change in the Producer Price Index for
                Intermediate Materials, Supplies and Components, as published
                monthly by the


                                      -13-
<PAGE>

                U.S. Department of Commerce ("PPI"), or alternate agreed index
                if this PPI is no longer calculated. For example, the 2000 CCBCC
                Conversion Fee will be equal to the 1999 one plus (the 1999
                conversion fee x (0.5 x ((1999 PPI - 1998 PPI)/ 1998 PPI))). If
                the PPI decreases, the CCBCC Conversion Fee will not be changed
                for the appropriate year. (In the event of extraordinary
                increases in cost items which were not included in, or a
                component of, the change in the PPI, the parties agree to review
                and if mutually agreeable, to make appropriate modifications.)
                However, CCBCC Conversion Fee is subject to the meeting
                competition and most favored nations provisions of the
                Agreement.

 3.     ALTERNATIVE PRICING OF THE CCBCC METAL COST

 As an alternative to Section 2.1 above, CCBCC may establish a price for the
 CCBCC Metal Cost for particular volumes by requesting Alcoa to (1) make spot
 metal purchases, (2) fix a metal price forward, (3) establish a minimum and
 maximum metal price band, or (4) establish a ceiling metal price. In such
 cases, Alcoa and CCBCC wi11 negotiate a charge, if any, to establish such
 pricing, and agree upon any timing or related pricing issues. Alcoa will issue
 an invoice to CCBCC for any such agreed upon charge, to be netted quarterly
 with the invoicing of Section 6.2 and the can promotion of Section 9 of the
 Agreement. The charge, if any, shall reflect the cost of establishing the price
 requested by CCBCC.

 Once a volume of Aluminum Can Stock has been priced, it cannot be repriced.
 Furthermore, this Section 3 can only be used to price the Net Weight of
 Aluminum Can Stock. Once Aluminum Can Stock has been priced under this Section
 3, CCBCC must take that volume of Aluminum Can Stock in the agreed periods, or
 pay Alcoa to the extent Alcoa is directly and actually harmed by a canceled
 order or deferred delivery date, unless such cancellation or deferrals are due
 to disqualification..

                                      -14-