COCA-COLA BOTTLING CO. CONSOLIDATED
                             1997 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 for Executive
   Officers. 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.


NOTE: * During 1997 the Company will initiate a plan to increase volume more so
      than in past years. This increase may affect earnings, OCF, FCF, etc. in
      Fiscal 1997. Therefore the Compensation Committee of the Board of
      Directors reserves the right to modify any calculated awards in #3 above
      for 1997 in recognition of these unique circumstances.

                                      -2-
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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.

                                      -3-

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                       APPROVED PERFORMANCE CRITERIA FOR
                       COMPENSATION COMMITTEE TO CONSIDER
                        IN AWARDING 1997 BONUS PAYMENTS

                                 CORPORATE GOALS
<TABLE>
<CAPTION>
                                   WEIGHTAGE
PERFORMANCE INDICATOR              FACTOR                  GOAL**
<S>                                <C>                    <C>
1. Cash Flow:
   Operating Cash Flow (A)              25%               Approved Budget        
   Free Cash Flow (B)                   25%               Approved Budget        
2. Net Income                           10%               Approved Budget        
3. Unit Volume                          20%               Approved Budget        
4. Nielsen Market Share                 10%               Positive Share Swing   
5. Value Measure                        10%               Approved Budget        
   (9 X OCF - Debt)                                                              
                                                          
</TABLE>

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.

                                      -4-

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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, 1997.

      - 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 1997 incentive compensation, accounting 
      practices and principles used to calculate "actual" results will be 
      consistent with those used in calculating the budget.

                                      -5-

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