RETIREMENT AND CONSULTING AGREEMENT

          THIS RETIREMENT AND CONSULTING AGREEMENT (the "Agreement") is made to
be effective the 1st day of June, 2000, by and between Reid M. Henson
(hereinafter "Henson") and Coca-Cola Bottling Co. Consolidated (hereinafter the
"Company").

                               W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS, Henson has served as an officer of the Company with the title
 of Vice Chairman of the Board of Directors of the Company (hereinafter the
 "Board") since 1983; and

          WHEREAS, Henson has expressed his intention to retire as an officer of
 the Company effective as of May 31, 2000, and the Board desires to insure that
 Henson will serve as a consultant to the Company after his retirement; and

          WHEREAS, Henson is willing to provide such consulting services to the
 Company after his retirement under the terms and conditions of this Agreement;

          NOW, THEREFORE, in consideration of the premises and other
 consideration as expressly provided for herein, the parties hereto agree as
 follows:

          1. Retirement.

             (a) Retirement Date. Henson and the Company agree that Henson shall
          retire as an employee and officer of the Company effective as of May
          31, 2000 (the "Retirement Date").

             (b) Employee Benefit Plans of the Company. Henson shall be entitled
          to the rights and benefits of a retiree pursuant to the retiree
          medical plan of the Company as in effect as of the Retirement Date
          applicable to retirees of the Company subject to and in accordance
          with the terms and conditions of such plan. In addition, Henson shall
          be entitled to receive the benefits payable to Henson pursuant to the
          terms of the other employee benefit plans of the Company in which
          Henson participates as in effect as of the Retirement Date. This
          Agreement shall neither reduce nor enlarge Henson's rights, if any,
          under the terms of such plans and shall not change the terms of such
          plans or the benefits earned by or due to Henson thereunder. The
          benefits earned by or due to Henson in accordance with the terms of
          such plans shall be paid to Henson by the Company or such plans (as
          the case may be), and such payments shall discharge fully all
          obligations of the Company and such plans with respect to Henson's
          benefits under such plans.

          2. Continued Service as a Director. Henson and the Company acknowledge
that Henson is currently serving as a director of the Company with a term
expiring in 2002. Henson shall continue to serve as a director of the Company
for the remainder of such term in accordance with the Bylaws of the Company;
provided, however, that during the term of this Agreement, Henson shall not be
entitled to receive any compensation for his services as a director, either in
the form of an annual retainer or meeting fees. Notwithstanding the foregoing,

<PAGE>


if Henson continues to serve as a director following the termination of this
Agreement, then Henson shall be entitled to receive the same compensation and
benefits accorded to other nonemployee directors of the Company for his services
as a director from and after the termination of this Agreement.

          3. Consulting.

             (a) Duties. Commencing as of June 1, 2000, Henson shall stand ready
          to and shall furnish to the Company such "consulting services" as the
          Chief Executive Officer of the Company (or his designee) may
          reasonably request, which such consulting services may include
          consulting with and assisting the management of the Company concerning
          the general oversight and guidance of the Company and major projects
          of the Company, and providing the Company with the benefit of his
          experience and knowledge concerning all such matters. Henson agrees to
          provide the Company with such time and business resources as are
          reasonably necessary in order to carry out his responsibilities
          hereunder, and he agrees not to accept any other employment that would
          preclude him from carrying out or otherwise interfering with his
          responsibilities hereunder. In addition, Henson acknowledges that from
          time to time he may be required to provide substantial time and
          business resources to the Company in connection with the consulting
          services requested hereunder. The parties agree that in performing
          consulting services hereunder Henson shall not be an employee of the
          Company but shall act in the capacity of independent contractor.

             (b) Compensation. In consideration for the services to be rendered
          by Henson pursuant to this Section 3, the Company agrees to pay to
          Henson $350,000 annually, such amount to be paid in equal monthly
          installments.

          4. Term. The term of this Agreement shall commence as of the date
hereof and shall continue until May 31, 2005. Notwithstanding the foregoing,
this Agreement shall terminate prior to May 31, 2005 upon the following events:

             (a) Henson elects to terminate the Agreement, in which event Henson
          shall serve sixty (60) days advance written notice upon the Company
          informing the Company of his election to terminate this Agreement;

             (b) The death of Henson, in which event this Agreement shall
          terminate automatically, without any requirement of notice; or

             (c) A determination made in good faith by the Board that Henson has
          willfully failed to perform or is unable to perform due to medical
          infirmity the services assigned to him by the Company pursuant hereto,
          in which event this Agreement shall terminate automatically, without
          any requirement of notice.

          5. Confidentiality of Company Information. Henson agrees to keep
confidential and not to disclose to anyone other than a person acting on behalf
of the Company any information about the Company concerning its methods and
manner of operation, marketing plans, new

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<PAGE>

products, procedures, methods, processes, know-how and techniques, customer
lists and other similar information that may be useful by a competitor of the
Company. This obligation shall continue throughout the term of this Agreement
and thereafter indefinitely.

          6. Covenant Not to Compete. Henson agrees not to engage in any
business activity which competes with or is likely to compete with the business
of the Company in the states in which the Company conducts its business
operations during the term of this Agreement and for a period of three (3) years
following the termination of this Agreement. For the purposes hereof, engaging
in a business activity shall include engaging in a business as an employee,
partner, officer, director, consultant, or owner of an equity interest in a
business, whether it is a proprietorship, corporation, partnership, limited
liability company or similar entity.

          7. Governing Law. This Agreement shall be governed by and interpreted
by the laws of the State of North Carolina.

          8. Entire Agreement. This instrument contains the entire agreement of
the parties with respect to the subject matter hereof and all previous
agreements and discussions relating to the same or similar subject matter are
merged herein. This Agreement may not be changed, amended, modified, terminated
or waived except by a writing signed by both parties hereto. Neither this
Agreement nor the provisions of this Section may be changed, amended, modified,
terminated or waived as a result of any failure to enforce any provision or the
waiver of any specific breach or breaches thereof or any course of conduct of
the parties.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year set forth opposite each respective name.

COCA-COLA BOTTLING CO. CONSOLIDATED

 By:  /s/ Robert D. Pettus, Jr.                        5/15/2000
      ---------------------------------                ------------------------
      Name:                                            (Date)
           ----------------------------
      Title:
            ---------------------------


/s/ Reid M. Henson                                     5-17-2000
---------------------------------------                -------------------------
 Reid M. Henson                                        (Date)

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