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                                                                   EXHIBIT 10.19


                       COCA-COLA BOTTLING CO. CONSOLIDATED
                       -----------------------------------

                            ANNUAL BONUS PLAN - 2002
                            ------------------------

PURPOSE
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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


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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 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.


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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.

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


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         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


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         following table for the level of performance achieved with respect to
         each such goal:

                  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


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         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 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;


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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).