COCA-COLA BOTTLING CO. CONSOLIDATED
                            ANNUAL BONUS PLAN - 2001

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 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 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

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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.


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.

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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 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 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

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

SHAREHOLDER APPROVAL REQUIREMENT

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 FOR 2001
                                ----------------

                        APPROVED PERFORMANCE CRITERIA FOR
                        ---------------------------------
                             AWARDING BONUS PAYMENTS
                             -----------------------

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

                                        WEIGHTAGE
   PERFORMANCE INDICATOR                 FACTOR*                GOAL
   ---------------------                 ------                 ----



1.  Operating Cash Flow                   30%             Approved Budget

2.  Free Cash Flow                        40%             Approved Budget

3.  Net Income                            10%             Approved Budget

4.  Unit Volume                            5%             Approved Budget

5.  Market Share - Nielsen                 5%             Positive Share Swing

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

    Total                                100%

* Set as Part of Approved Plan

NOTES:

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

2.       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.


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

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

5.       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.

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

7.       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.