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                      COCA-COLA BOTTLING CO. CONSOLIDATED
                               ANNUAL BONUS PLAN
                               -----------------

PURPOSE
-------

The purpose of this Annual Bonus Plan (the "Plan") is to promote the best 
interests of the Company and its Shareholders by providing key management 
employees with additional incentives to assist the Company in meeting and 
exceeding its business goals.

PLAN ADMINISTRATION
-------------------

The Plan will be administered by the Compensation Committee as elected by the
Board of Directors; provided that, so long as the Company and the Plan are
subject to the provisions of Section 162(m) of the Internal Revenue Code of
1986, as amended ("Section 162(m)"), either the Compensation Committee shall be
composed solely of two or more directors who qualify as "outside directors"
under Section 162(m) or, if for any reason one or more members of the
Compensation Committee cannot qualify as "outside directors," the Board shall
appoint a separate Bonus Plan Committee composed of two or more "outside
directors" which shall have all of the powers otherwise granted to the
Compensation Committee to administer the Plan. All references herein to the
"Committee" shall be deemed to refer to either the Compensation Committee or
to the Bonus Plan Committee, as applicable at any given time. The Committee is
authorized to establish new


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guidelines for administration of the Plan, delegate certain tasks to
management, make determinations and interpretations under the Plan, and to
make awards pursuant to the Plan; provided, however, that the Committee shall
at all times be required to exercise these discretionary powers in a manner,
and be subject to such limitations, as will permit all payments under the
Plan to "covered employees" (as defined in Section 162(m)) to continue to
qualify as "performance-based compensation" for purposes of Section 162(m),
and any action taken by the Committee shall automatically be deemed null and
void to the extent (if any) that it would have the effect of destroying such
qualification. Subject to the foregoing, all determinations and interpretations
of the Committee will be binding upon the Company and each participant.

PLAN GUIDELINES
---------------

Eligibility:   The Committee is authorized to grant cash awards to any officer,
including officers who are directors and to other employees of the Company
and its affiliates in key positions.

Participation: Management will recommend annually key positions which should
qualify for awards under the Plan. The Committee has full and final authority
in its discretion to select the key positions eligible for awards. Management 
will inform individuals in selected key positions of their participation in 
the Plan.


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Qualification and Amount of Award:

1.   Participants will qualify for awards under the Plan based on:

     (a)  Corporate goals set for the fiscal year.

     (b)  Division/Manufacturing Center goals or individual goals set for the 
          fiscal year.

     (c)  The Committee may, in its sole discretion, eliminate any individual 
          award, or reduce (but not increase) the amount of compensation 
          payable with respect to any individual award.

2.   The total cash award to the Participant will be computed as follows:

     Gross Cash Award = Base Salary X Approved Bonus % Factor
     X Indexed Performance Factor X Overall Goal Achievement Factor.

     Notwithstanding the above formula, the maximum cash award that may be 
     made to any individual participant based upon performance for any fiscal 
     year period shall be $1,000,000.

3.   The Base Salary is the participant's base salary level set for the fiscal 
     year. The Approved Bonus % Factor is a number set by the Committee 
     (maximum = 100%) to reflect each participant's relative responsibility 
     and the contribution to Company performance attributed to each 
     participant's position with the Company.

4.   The Indexed Performance Factor is determined by the Committee prior to 
     making payments of awards for each fiscal


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     year, based on each individual's performance during such fiscal year. 
     Since the Committee is necessarily required to evaluate subjective 
     factors related to each individual's performance in order to arrive at 
     this number, and since such evaluations cannot be made until after the 
     close of the fiscal year to which the award relates, the Indexed 
     Performance Factor will automatically be set at 1.2 for all participants 
     who are "covered employees" (as defined in Section 162(m)), in order to 
     allow awards to such participants to qualify as "performance-based 
     compensation" that is not subject to the deduction limits of 
     Section 162(m).

5.   The Overall Goal Achievement Factor used in calculating the Gross Cash 
     Award for each participant will be determined on the basis of 
     multiplying the weightage factor specified in ANNEX A attached hereto 
     for each of the six performance criteria specified therein (Operating 
     Cash Flow (as defined in ANNEX A), Free Cash Flow (as defined in 
     ANNEX A), Net Income, Unit Volume, Market Share, and an overall Value 
     Measure (as defined in ANNEX A)) by the percentage specified in the 
     following table for the level of performance achieved with respect to 
     each such goal:


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               Goal Achievement              Amount of Award
                 (in percent)                (as a % of max.)
                 ------------                ----------------
                   89.0 or less                       0
                   89.1-94                           80
                   94.1-97                           90
                   97.1-100                         100
                  100.1-105                         110
                  105.1-110                         120
                  
6.   The Committee will review and approve all awards. The Committee has full
     and final authority in its discretion to adjust the Gross Cash Award 
     determined in accordance with the formula described above in arriving at 
     the actual gross amount of the award to be paid to any participant; 
     subject, however, to the limitation that such authority may be exercised 
     in a manner which reduces (by using lower numbers for the Indexed 
     Performance Factor or otherwise), but not in a manner which increases, 
     the Gross Cash Award calculated in accordance with the formula 
     prescribed in Paragraph 2 above. The gross amount will be subject to all 
     local, state and federal minimum tax withholding requirements.

7.   Participant must be an employee of the Company on the date of payment to 
     qualify for an award. Any participant who leaves the employ of the 
     Company, voluntarily or involuntarily, prior to the payment date, is 
     ineligible for any bonus. An employee who assumes a key position during 
     the fiscal year may be eligible for a pro-rated award at the option of 
     the Committee, provided the participant has been


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     employed a minimum of three (3) months during the calendar year.

8.   Awards under the bonus program will not be made if any material aspects 
     of the bottle contracts with The Coca-Cola Company are violated.

Payment Date: Awards shall be paid upon determination (and certification by the 
Committee, as provided below) of the results under each of the performance 
criteria specified in Paragraph 5 above following the closing of the Company's 
books for the fiscal year to which such awards relate; provided, however, that 
the Committee shall have discretion to delay its certification and payment 
of awards for any fiscal year until following notification from the Company's 
independent auditors of the final audited results of operations for the fiscal 
year. In any event, the Committee shall provide written certification that the 
annual performance goals have been attained, as required by Section 162(m),
prior to any payments being made for any fiscal year.

AMENDMENTS, MODIFICATIONS AND TERMINATION
-----------------------------------------

The Committee is authorized to amend, modify or terminate the Plan
retroactively at any time, in part or in whole; provided, however, that any
such amendment may not cause payments to "covered employees" under the Plan
to cease to qualify as "performance-based compensation" under Section 162(m)
unless such


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amendment has been approved by the full Board of Directors of the Company.

SHAREHOLDER APPROVAL REQUIRMENT
--------------------------------

So long as the Company and the Plan are subject to the provisions of Section
162(m), no awards shall be paid to any participants under the Plan unless the
performance goals under the Plan (including any subsequent Plan amendments
as contemplated above) shall have received any approval of the Company's
shareholders required in order for all such payments to "covered employees" to
qualify as "performance-based compensation" under Section 162(m).


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                                    ANNEX A

                       APPROVED PERFORMANCE CRITERIA FOR
                            AWARDING BONUS PAYMENTS


                                CORPORATE GOALS
                            -----------------------

                                        WEIGHTAGE
     PERFORMANCE INDICATED              FACTOR*                       GOAL
     ---------------------              -------                       ----

1.   Cash Flow:
     ----------

     Operating Cash Flow (A)            Approved Plan            Approved Budget
     Free Cash Flow (B)                 Approved Plan            Approved Budget

2.   Net Income                         Approved Plan            Approved Budget

3.   Unit Volume                        Approved Plan            Approved Budget

4.   Market Share                       Approved Plan            Approved Budget

5.   Value Measure                      Approved Plan            Approved Budget
     (9 X OCF - Debt)

     Total                                  100%

* To be set as Part of Approved Plan

NOTES:
------

1.   A.   Operating cash flow is defined as income from operations before 
          depreciation and amortization of goodwill and intangibles.

1.   B.   Free cash flow is defined as the net cash available for debt 
          paydown after considering non-cash charges, capital expenditures, 
          taxes and adjustments for changes in assets and liabilities, but 
          before payment of cash dividends. Specifically excluded would be 
          acquisitions and capital expenditures made because of acquisitions. 
          Specifically excluded from free cash flow are net proceeds from:


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          -    Sales of franchise territories
          -    Sales of real estate
          -    Sales of other assets
          -    Other items as defined by the Committee.

2.   Net Income is defined as the after-tax reported earnings of the Company.

3.   Unit Volume is defined as bottle, can and pre-mix cases, converted to 8 oz.
     cases.

4.   If, and to the extent that, excluding any of the following items increases
     the level of goal achievement with respect to any of the performance
     indicators, then such item shall be excluded from determination of the
     level of goal achievement:
     -    Unbudgeted events of more than $50,000.
     -    Impact of non-budgeted acquisition or joint venture transactions
          occurring after the commencement of the fiscal year performance
          period.
     -    Adjustments required to implement unbudgeted changes in accounting
          principles (i.e., new FASB rulings).
     -    Unbudgeted changes in depreciation and amortization schedules.
     -    Unbudgeted premiums paid or received due to the retirement of
          refinancing of debt or hedging vehicles.

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     The Committee shall, however, have discretion to include any of these
     specifically excluded items, but only to the extent that the exercise of
     such discretion would reduce (but not increase) the amount of any award
     otherwise payable under the Plan.

5.   Bonus program will not be in force if any material aspects of the Bottle
     Contracts with TCCC are violated.

6.   For purposes of determining incentive compensation, accounting practices
     and principles used to calculate "actual" results will be consistent with
     those used in calculating the budget.

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                                ANNEX A FOR 1998

                       APPROVED PERFORMANCE CRITERIA FOR
                            AWARDING BONUS PAYMENTS

                                CORPORATE GOALS

                                  WEIGHTAGE
PERFORMANCE INDICATOR              FACTOR*             GOAL
---------------------              -------             ----
1.  Cash Flow:

    Operating Cash Flow (A)          30%          Approved Budget

    Free Cash Flow (B)               15%          Approved Budget

2.  Net Income                       10%          Approved Budget

3.  Unit Volume                      30%          Approved Budget

4.  Market Share - Nielsen            5%          Positive Share Swing

5.  Value Measure                    10%          Approved Budget
    (9 X OCF - Debt)

    Total                           100%

*Set as Part of Approved Plan

NOTES

1.   A.   Operating cash flow is defined as income from operations before
          depreciation and amortization of goodwill and intangibles.
1.   B.   Free cash flow is defined as the net cash available for debt paydown
          after considering non-cash charges, capital expenditures, taxes and
          adjustments for changes in assets and liabilities, but before payment
          of cash dividends. Specifically excluded would be acquisitions and
          capital expenditures made because of acquisitions. Specifically
          excluded from free cash flow are net proceeds from:
          -    Sales of franchise territories
          -    Sales of real estate
          -    Sales of other assets
          -    Other items as defined by the Committee.

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2.   Net Income is defined as the after-tax reported earnings of the Company.

3.   Unit Volume is defined as bottle, can and pre-mix cases, converted to 8 oz.
     cases.

4.   If, and to the extent that, excluding any of the following items increases
     the level of goal achievement with respect to any of the performance
     indicators, then such item shall be excluded from determination of the
     level of goal achievement:
     -    Unbudgeted events of more than $50,000.
     -    Impact of non-budgeted acquisition or joint venture transactions
          occurring after the commencement of the fiscal year performance
          period.
     -    Adjustments required to implement unbudgeted changes in accounting
          principles (i.e., new FASB rulings).
     -    Unbudgeted changes in depreciation and amortization schedules.
     -    Unbudgeted premiums paid or received due to the retirement of
          refinancing of debt or hedging vehicles.
     The Committee shall, however, have discretion to include any of these
     specifically excluded items, but only to the extent that the exercise of
     such discretion would reduce (but not increase) the amount of any award
     otherwise payable under the Plan.

5.   Bonus program will not be in force if any material aspects of the Bottle
     Contracts with TCCC are violated.

6.   For purposes of determining incentive compensation, accounting practices
     and principles used to calculate "actual" results will be consistent with
     those used in calculating the budget.