COCA-COLA BOTTLING CO. CONSOLIDATED

                             1996 ANNUAL BONUS PLAN
PURPOSE

The purpose of the bonus plan is to provide additional incentive to officers and
employees of the Company in key positions.

PLAN ADMINISTRATION

The plan will be  administered by the  Compensation  Committee as elected by the
Board of Directors.  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. All  determinations  and  interpretations  of the Committee will be
binding upon the Company and each participant.

PLAN GUIDELINES

ELIGIBILITY:  The  Compensation  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 Compensation 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
         (a)      Corporate goals set for the fiscal year.
         (b)      Division/Manufacturing Center goals or individual goals
                  set for the fiscal year.
         (c)      The Compensation Committee may, in its sole discretion,
                  amend or eliminate any individual award.
2.       The gross amount of the award will be specified as a percentage of base
         salary  of the  participant  and will be  determined  on the  following
         basis:

                  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

3.       The total cash award to the participant will be computed as follows:

         Gross  Cash  Award = Base  Salary  X  approved  bonus  % X the  indexed
         performance factor X overall goal achievement factor.

4.       The  Compensation  Committee  will review and  approve all awards.  The
         Committee has full and final  authority in its  discretion to determine
         the actual  gross amount to be paid to  participants.  The gross amount
         will be subject to all local, state and federal minimum tax withholding
         requirements.


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5.       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 Compensation Committee,  provided the participant has been employed
         a minimum of three (3) months during the calendar year.

6.       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  notification  from  the  Company's
independent auditors of the final results of operations for the fiscal year. The
Compensation  Committee is authorized to establish an earlier payment date based
on unaudited preliminary results.  

SPECIAL  AWARD   PROVISION:   Management  may  wish  to  recognize   outstanding
performances  by  individuals  who may or may not be in  eligible  positions  to
receive an award. Management may recommend awards for such individuals,  and the
Compensation Committee is authorized to make such awards.

AMENDMENTS, MODIFICATIONS AND TERMINATION
The Compensation  Committee is authorized to amend, modify or terminate the plan
retroactively at any time, in part or in whole.

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                        APPROVED PERFORMANCE CRITERIA FOR
                       COMPENSATION COMMITTEE TO CONSIDER
                         IN AWARDING 1996 BONUS PAYMENTS

                                 CORPORATE GOALS

                                          WEIGHTAGE
PERFORMANCE INDICATOR                       FACTOR         GOAL**

1.       Cash Flow:
         Operating Cash Flow (A)             30%          Approved Budget
         Free Cash Flow  (B)                 30%          Approved Budget

2.       Net Income                          10%          Approved Budget

3.       Unit Volume                         10%          Approved Budget

4.       Nielsen Market Share                10%          Positive Share Swing

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

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

         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 operating cash flow are gains/losses from:

                  -        Sales of franchise territories.
                  -        Sales of real estate
                  -        Sales of other assets
                  -        Other items as defined by the Compensation Committee.
NOTE:
                  **It  should  be noted  that  none of the  goals  reflect  the
                  possibility of a Joint Venture or  acquisitions.  Should these
                  events occur the goals would need to be recalculated.

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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.       The following items will be considered for exclusions by the Committee:
         -   Unusual or extraordinary events of more than $50,000
         -   Impact of non-budgeted acquisitions made after
             January 1, 1996.
         -   Adjustments   required  to  implement  unbudgeted  changes  in
             accounting  principles  (i.e.,  FASB rulings  regarding health
             care benefits for retirees, deferred taxes, etc.).
         -   Unbudgeted changes in depreciation and amortization schedules.
         -   Premiums paid or received due to the retirement or refinancing of 
             debt or hedging vehicles.

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  1996 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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