COCA-COLA BOTTLING CO. CONSOLIDATED
                             DIRECTOR DEFERRAL PLAN

1.       NAME AND EFFECTIVE DATE:

         This plan shall be known as the "Coca-Cola Bottling Co. Consolidated
Director Deferral Plan" (the "Plan"). The Plan shall be effective as of January
1, 1998.

2.       PURPOSE AND INTENT:

         Coca-Cola Bottling Co. Consolidated (the "Company") establishes this
Plan effective January 1, 1998 for the purpose of providing the nonemployee
members of its Board of Directors with the opportunity to defer payment of the
director fees payable with respect to a year in accordance with the terms and
provisions set forth herein. It is the intent of the Company that amounts
deferred under the Plan by a director shall not be taxable to the director for
income tax purposes until the time actually received by the director. The
provisions of the Plan shall be construed and interpreted to effectuate such
intent.

3.       DEFINITIONS:

         For purposes of the Plan, the following terms shall have the following
meanings:

         (a) "Account" means the account established and maintained on the books
of the Company to record a Participant's interest under the Plan attributable to
amounts credited to the Participant pursuant to paragraph 5(c) below, as
adjusted from time to time pursuant to the terms of the Plan.

         (b) "Beneficiary" means the person(s) or entity(ies) designated by the
Participant to receive the Participant's benefits under the Plan in the event of
the Participant's death. Designation of a Participant's Beneficiary shall be
made on such forms and pursuant to such procedures as determined by the Plan
Administrator from time to time. If a Participant fails to designate a
Beneficiary or if the designated Beneficiary fails to survive the Participant,
then the Beneficiary shall be the Participant's surviving spouse, and if there
is no surviving spouse, then the Participant's estate.

         (c) "Claim" means a claim for benefits under the Plan.

         (d) "Claimant" means a person making a Claim.

         (e) "Compensation Committee" means the committee of individuals who are
serving from time to time as the members of the Compensation Committee of the
Board of Directors of the Company.


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         (f) "Fees" means both (i) the annual retainer fee and (ii) any meetings
fees payable to a Nonemployee Director under the Company's compensation policies
for directors in effect from time to time.

         (g) "Nonemployee Director" means an individual who is a member of the
Board of Directors of the Company, but who is not an employee of the Company.

         (h) "Participant" means a Nonemployee Director who has elected to
participate in the Plan as provided in paragraph 5(b) below.

         (i) "Plan Administrator" means the person or entity designated by the
Compensation Committee as the Plan Administrator for purposes of the Plan.

         (j) "Plan Year" means the twelve (12) month period beginning January 1
and ending December 31.

         (k) "Single Sum Value" of the Account of a Participant who is receiving
annual installments pursuant to paragraph 5(h) means the single sum present
value of the installments determined as of the relevant determination date using
for such purpose as the discount rate the same rate that was used in calculating
the amount of the installments pursuant to paragraph 5(g) below.

4.       ADMINISTRATION:

         The Plan Administrator shall be responsible for administering the Plan.
The Plan Administrator shall have all of the powers necessary to enable it to
properly carry out its duties under the Plan. Not in limitation of the
foregoing, the Plan Administrator shall have the power to construe and interpret
the Plan and to determine all questions that shall arise thereunder. The Plan
Administrator shall have such other and further specified duties, powers,
authority and discretion as are elsewhere in the Plan either expressly or by
necessary implication conferred upon it. The Plan Administrator may appoint such
agents as it may deem necessary for the effective performance of its duties, and
may delegate to such agents such powers and duties as the Plan Administrator may
deem expedient or appropriate that are not inconsistent with the intent of the
Plan. The decision of the Plan Administrator upon all matters within its scope
of authority shall be final and conclusive on all persons, except to the extent
otherwise provided by law.

5.       OPERATION:

         (a) Eligibility. Each Nonemployee Director shall be eligible to
participate in the Plan.

         (b) Elections to Defer. A Nonemployee Director may become a Participant
in the Plan by irrevocably electing, on a form provided by the Plan
Administrator, to defer the Fees payable for a Plan Year to the Nonemployee
Director. In order to be effective, a Nonemployee Director's election to defer
must be executed and returned to the Plan Administrator on or before the date


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specified by the Plan Administrator for such purpose. Such election must
normally be made prior to the beginning of the Plan Year to which the election
relates. However, the Plan Administrator, in its sole and exclusive discretion,
may determine that in certain circumstances an election may be made during a
Plan Year if such determination is not inconsistent with the intent of the Plan
expressed in paragraph 2 above.

         (c) Establishment of Accounts. The Company shall establish and maintain
on its books an Account for each Participant. Each Account shall be designated
by the name of the Participant for whom established. The amount of Fees deferred
by a Participant shall be credited to the Participant's Account as of the date
such Fees would have otherwise been paid to the Participant.

         (d)      Periodic Account Adjustments for Deemed Investments.

                  (i) Deemed Investment. The Plan Administrator shall from time
         to time designate one or more investment vehicle(s) in which the
         Accounts of Participants shall be deemed to be invested. The investment
         vehicle(s) may be designated by reference to the investments available
         under other plans sponsored by the Company. Each Participant shall
         designate the investment vehicle(s) in which his or her Account shall
         be deemed to be invested according to the procedures developed by the
         Plan Administrator. The Company shall be under no obligation to acquire
         or invest in any of the deemed investment vehicle(s) under this
         subparagraph, and any acquisition of or investment in a deemed
         investment vehicle by the Company shall be made in the name of the
         Company and shall remain the sole property of the Company.

                  (ii) Periodic Account Adjustments. Each Account shall be
         adjusted from time to time at such intervals as determined by the Plan
         Administrator. The amount of the adjustment shall equal the amount that
         each Participant's Account would have earned (or lost) for the period
         since the last adjustment had the Account actually been invested in the
         deemed investment vehicle(s) designated by the Participant for such
         period pursuant to paragraph 5(d)(i).

         (e)      Methods of Payment.

                  (i) Termination Prior to Age 65. If a Participant terminates
         service with the Company as a member of the Board of Directors of the
         Company prior to having attained age 65, then the Participant's Account
         shall be paid in a single cash payment in accordance with paragraph
         5(f) below.

                  (ii) Termination At and After Age 65. If a Participant
         terminates service with the Company as a member of the Board of
         Directors of the Company after having attained age 65, then the
         Participant's Account shall be paid in either a single cash payment (in
         accordance with paragraph 5(f) below) or ten (10) annual installments
         (in accordance with paragraph 5(g) below) pursuant to the Participant's
         election. Such election shall be irrevocable and shall be made at the
         time the Participant first elects to defer Fees under the


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         Plan (or at such other time as determined by the Plan Administrator not
         inconsistent with the intent of the Plan expressed in paragraph 2
         above).

         (f) Single Cash Payment. If a Participant to whom the single cash
payment method applies terminates services with the Company as a member of the
Board of Directors of the Company, such Participant's Account determined as of
the date of such termination of services shall be paid to the Participant (or
Beneficiary in case of death) as soon as practicable after such termination of
service. Notwithstanding the foregoing, at the time a Participant first elects
to defer Fees under the Plan (or at such other time as determined by the Plan
Administrator not inconsistent with the intent of the Plan expressed in
paragraph 2 above), the Participant may elect to have the payment of the
Participant's Account deferred until the date the Participant attains age 65,
provided that the Participant terminates service after having attained at least
age 60 (i.e., the deferral to age 65 will not apply if the Participant
terminates service prior to age 60). Such election shall be irrevocable and
shall be made in such forms and pursuant to such procedures as established by
the Plan Administrator from time to time.

         (g) Annual Installments. If a Participant to whom the annual
installments method applies terminates service with the Company as a member of
the Board of Directors of the Company, the amount of such annual installments
shall be calculated and paid to the Participant (or Beneficiary in the case of
death) pursuant to the provisions of this paragraph 5(g). The first installment
shall be paid as soon as administratively practicable following such termination
of service, and each subsequent installment shall be paid on or about the
anniversary of the first installment payment. The amount of the annual
installments shall be calculated, based on the balance in the Participant's
Account determined as of the date of such termination of services, as ten (10)
equal annual installments amortized over the payment period using an eight
percent (8%) interest rate. If a Participant who has selected the annual
installments method dies before any or all of the annual installments have been
paid, such remaining annual installments shall be paid to the Participant's
Beneficiary at such time as they would have otherwise been paid to the
Participant had the Participant not died.

         (h) Other Payment Provisions. Subject to the provisions of paragraph
5(i) and paragraph 6 below, a Participant shall not be paid any portion of the
Participant's Account prior to the Participant's termination of services as a
member of the Board of Directors of the Company. Any payment hereunder shall be
subject to applicable payroll and withholding taxes. In the event any amount
becomes payable under the provisions of the Plan to a Participant, beneficiary
or other person who is a minor or an incompetent, whether or not declared
incompetent by a court, such amount may be paid directly to the minor or
incompetent person or to such person's fiduciary (or attorney-in-fact in the
case of an incompetent) as the Plan Administrator, in its sole discretion, may
decide, and the Plan Administrator shall not be liable to any person for any
such decision or any payment pursuant thereto.

         (i) Withdrawals on Account of an Unforeseeable Emergency. A Participant
who is in active service as a member of the Board of Directors of the Company
may, in the Plan Administrator's sole discretion, receive a refund of all or any
part of the amounts previously



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credited to the Participant's Account in the case of an "unforeseeable
emergency". A Participant requesting a payment pursuant to this subparagraph (i)
shall have the burden of proof of establishing, to the Plan Administrator's
satisfaction, the existence of such "unforeseeable emergency", and the amount of
the payment needed to satisfy the same. In that regard, the Participant shall
provide the Plan Administrator with such financial data and information as the
Plan Administrator may request. If the Plan Administrator determines that a
payment should be made to a Participant under this subparagraph (i), such
payment shall be made within a reasonable time after the Plan Administrator's
determination of the existence of such "unforeseeable emergency" and the amount
of payment so needed. As used herein, the term "unforeseeable emergency" means a
severe financial hardship to a Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that shall
constitute an "unforeseeable emergency" shall depend upon the facts of each
case, but, in any case, payment may not be made to the extent that such hardship
is or may be relieved (i) through reimbursement or compensation by insurance or
otherwise, or (ii) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship.
Examples of what are not considered to be "unforeseeable emergencies" include
the need to send a Participant's child to college or the desire to purchase a
home. Withdrawals of amounts because of an "unforeseeable emergency" shall not
exceed an amount reasonably needed to satisfy the emergency need.

         (j) Statements of Account. Each Participant shall receive an annual
statement of the Participant's Account balance.

6.       AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN:

         The Board of Directors shall have the right and power at any time and
from time to time to amend the Plan in whole or in part and at any time to
terminate the Plan; provided, however, that no such amendment or termination
shall reduce the amount actually credited to a Participant's Account under the
Plan on the date of such amendment or termination, or further defer the due
dates for the payment of such amounts, without the consent of the affected
Participant. Notwithstanding the provisions of paragraph 5(e) and 5(g), in
connection with any termination of the Plan the Board of Directors shall have
the authority to cause the Accounts of all Participants to be paid in a single
sum payment as of a date determined by the Board of Directors or to otherwise
accelerate the payment of all Accounts in such manner as the Board of Directors
shall determine in its discretion. In that regard, upon any termination of the
Plan the amount of any payment to a Participant (or beneficiary of a deceased
Participant) who is receiving annual installments pursuant to paragraph 5(g)
shall be the Single Sum Value of the Participant's Account determined as of the
selected determination date.

7.       CLAIMS PROCEDURES:

         (a) General. In the event that a Claimant has a Claim under the Plan,
such Claim shall be made by the Claimant's filing a notice thereof with the Plan
Administrator within ninety (90) days after such Claimant first has knowledge of
such Claim. Each Claimant who has submitted a


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Claim to the Plan Administrator shall be afforded a reasonable opportunity to
state such Claimant's position and to present evidence and other material
relevant to the Claim to the Plan Administrator for its consideration in
rendering its decision with respect thereto. The Plan Administrator shall render
its decision in writing within ninety (90) days after the Claim is referred to
it, unless special circumstances require an extension of such time within which
to render such decision, in which event such decision shall be rendered no later
than one hundred eighty (180) days after the Claim is referred to it. A copy of
such written decision shall be furnished to the Claimant.

         (b) Notice of Decision of Plan Administrator. Each Claimant whose Claim
has been denied by the Plan Administrator shall be provided written notice
thereof, which notice shall set forth:

                  (i)      the specific reason(s) for the denial;

                  (ii) specific reference to pertinent provision(s) of the Plan
         upon which such denial is based;

                  (iii) a description of any additional material or information
         necessary for the Claimant to perfect such Claim and an explanation of
         why such material or information is necessary; and

                  (iv) an explanation of the procedure hereunder for review of
                   such Claim;

all in a manner calculated to be understood by such Claimant.

         (c) Review of Decision of Plan Administrator. Each such Claimant shall
be afforded a reasonable opportunity for a full and fair review of the decision
of the Plan Administrator denying the Claim. Such review shall be by the
Compensation Committee. Such appeal shall be made within ninety (90) days after
the Claimant received the written decision of the Plan Administrator and shall
be made by the written request of the Claimant or such Claimant's duly
authorized representative of the Compensation Committee. In the event of appeal,
the Claimant or such Claimant's duly authorized representative may review
pertinent documents and submit issues and comments in writing to the
Compensation Committee. The Compensation Committee shall review the following:

                  (i) the initial proceedings of the Plan Administrator with
                   respect to such Claim;

                  (ii) such issues and comments as were submitted in writing by
         the Claimant or the Claimant's duly authorized representative; and

                  (iii) such other material and information as the Compensation
         Committee, in its sole discretion, deems advisable for a full and fair
         review of the decision of the Plan Administrator.



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The Compensation Committee may approve, disapprove or modify the decision of the
Plan Administrator, in whole or in part, or may take such other action with
respect to such appeal as it deems appropriate. The decision of the Compensation
Committee with respect to such appeal shall be made promptly, and in no event
later than sixty (60) days after receipt of such appeal, unless special
circumstances require an extension of such time within which to render such
decision, in which event such decision shall be rendered as soon as possible and
in no event later than one hundred twenty (120) days following receipt of such
appeal. The decision of the Compensation Committee shall be in writing and in a
manner calculated to be understood by the Claimant and shall include specific
reasons for such decision and set forth specific references to the pertinent
provisions of the Plan upon which such decision is based. The Claimant shall be
furnished a copy of the written decision of the Compensation Committee. Such
decision shall be final and conclusive upon all persons interested therein,
except to the extent otherwise provided by applicable law.

8.       APPLICABLE LAW:

         The Plan shall be construed, administered, regulated and governed in
all respects under and by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
state of North Carolina.

9.       MISCELLANEOUS:

         A Participant's rights and interests under the Plan may not be assigned
or transferred by the Participant. The Plan shall be an unsecured, unfunded
arrangement. To the extent the Participant acquires a right to receive payments
from the Company under the Plan, such right shall be no greater than the right
of any unsecured general creditor of the Company. Nothing contained herein shall
be deemed to create a trust of any kind or any fiduciary relationship between
the Company and any Participant. The Plan shall be binding on the Company and
any successor in interest of the Company.

         IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Company as of the 18 day of December, 1997.


                                          COCA-COLA BOTTLING
                                          CO. CONSOLIDATED


                                          By: /s/ Robert D. Pettus, Jr.
                                              ---------------------------
                                          Name:Robert D. Pettus, Jr.
                                               --------------------------
                                          Title: Executive Vice-President and
                                                 -----------------------------
                                                  Assistant to the Chairman


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