Coca-Cola Bottling Co. Consolidated



                                UNDERWRITING AGREEMENT


                                                              New York, New York
                                                                  April 21, 1999


To the Representatives named in Schedule I hereto of the Underwriters named in
  Schedule II hereto


Dear Sirs:

               Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II hereto
(the "Underwriters"), for whom you (the "Representatives") are acting as
representatives, (1) the principal amount, if any, of its debt securities
(including debt securities convertible into common stock or preferred stock of
the Company ("Convertible Debt") identified in Schedule I hereto (such debt
securities, including Convertible Debt, the "Debt Securities"), to be issued
under an indenture (the "Indenture") dated as of July 20, 1994, between the
Company and NationsBank of Georgia, National Association, as trustee (the
"Trustee"), as supplemented and restated by a Supplemental Indenture dated March
3, 1995 between the Company and the Trustee (all references herein to the
"Indenture" are to the Indenture as so supplemented, and all references to the
"Trustee" are to Citibank, N.A., which succeeded to all of the rights, powers,
duties and obligations of the initial Trustee under the Indenture by agreement
of all parties, effective September 15, 1995); (2) the shares of common stock,
$1.00 par value, of the Company, if any, identified in Schedule I hereto (the
Common Stock"); (3) the shares of Class C common stock, $1.00 par value, of the
Company, if any, identified in Schedule I hereto (the "Class C Common Stock");
(4) the shares of preferred stock, $0.01 par value, of the Company, if any,
identified in Schedule I hereto (the "Preferred Stock"); (5) the shares of


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convertible preferred stock, $100.00 par value, of the Company, if any,
identified in Schedule I hereto (the "Convertible Preferred Stock"); and/or (6)
the shares of non-convertible preferred stock, $100.00 par value, of the
Company, if any, identified in Schedule I hereto (the "Nonconvertible Preferred
Stock"). The Debt Securities, Common Stock, Class C Common Stock, Preferred
Stock, Convertible Preferred Stock, and Nonconvertible Preferred Stock may be
sold either separately or as units (the "Units") together with any of the
foregoing. The Debt Securities, Common Stock, Class C Common Stock, Preferred
Stock, Convertible Preferred Stock, and Nonconvertible Preferred Stock described
in Schedule I hereto shall collectively be referred to herein as the
"Securities". The Common Stock, Class C Common Stock, Preferred Stock,
Convertible Preferred Stock, and Nonconvertible Preferred Stock described in
Schedule I hereto shall collectively be referred to herein as the "Equity
Securities." If the firm or firms listed in Schedule II hereto include only the
firm or firms listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to refer to such firm or
firms.

               1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.

               (a) If the offering of the Securities is a Delayed Offering (as
        specified in Schedule I hereto), paragraph (i) below is applicable and,
        if the offering of the Securities is a Non-Delayed Offering (as so
        specified), paragraph (ii) below is applicable.

                             (i) The Company meets the requirements for the use
                      of Form S-3 under the Securities Act of 1933 (the "Act")
                      and has filed with the Securities and Exchange Commission
                      (the "Commission") a registration statement (the file
                      number of which is set forth in Schedule I hereto) on such
                      Form, including a basic prospectus, for registration under
                      the Act of the offering and sale of the Securities. The
                      Company may have filed one or more amendments thereto, and
                      may have used a Preliminary Final Prospectus, each of
                      which has previously been furnished to you. Such
                      registration statement, as so amended, has become
                      effective. The offering of the Securities is a Delayed
                      Offering and,



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                                                                               3

                      although the Basic Prospectus may not include all the
                      information with respect to the Securities and the
                      offering thereof required by the Act and the rules
                      thereunder to be included in the Final Prospectus, the
                      Basic Prospectus includes all such information required by
                      the Act and the rules thereunder to be included therein as
                      of the Effective Date. The Company will next file with the
                      Commission pursuant to Rules 415 and 424(b)(2) or (5) a
                      final supplement to the form of prospectus included in
                      such registration statement relating to the Securities and
                      the offering thereof. As filed, such final prospectus
                      supplement shall include all required information with
                      respect to the Securities and the offering thereof and,
                      except to the extent the Representatives shall agree in
                      writing to a modification, shall be in all substantive
                      respects in the form furnished to you prior to the
                      Execution Time or, to the extent not completed at the
                      Execution Time, shall contain only such specific
                      additional information and other changes (beyond that
                      contained in the Basic Prospectus and any Preliminary
                      Final Prospectus) as the Company has advised you, prior to
                      the Execution Time, will be included or made therein.

                     (ii) The Company meets the requirements
                      for the use of Form S-3 under the Act and has filed with
                      the Commission a registration statement (the file number
                      of which is set forth in Schedule I hereto) on such Form,
                      including a basic prospectus, for registration under the
                      Act of the offering and sale of the Securities. The
                      Company may have filed one or more amendments thereto,
                      including a Preliminary Final Prospectus, each of which
                      has previously been furnished to you. The Company will
                      next file with the Commission either (x) a final
                      prospectus supplement relating to the Securities in
                      accordance with Rules 430A and 424(b)(1) or (4), or (y)
                      prior to the effectiveness of such registration statement,
                      an amendment to such registration statement, including the
                      form of final prospectus supplement. In the case of clause
                      (x), the Company has included

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                                                                               4

                      in such registration statement, as amended at the
                      Effective Date, all information (other than Rule 430A
                      Information) required by the Act and the rules thereunder
                      to be included in the Final Prospectus with respect to the
                      Securities and the offering thereof. As filed, such final
                      prospectus supplement or such amendment and form of final
                      prospectus supplement shall contain all Rule 430A
                      Information, together with all other such required
                      information, with respect to the Securities and the
                      offering thereof and, except to the extent the
                      Representatives shall agree in writing to a modification,
                      shall be in all substantive respects in the form furnished
                      to you prior to the Execution Time or, to the extent not
                      completed at the Execution Time, shall contain only such
                      specific additional information and other changes (beyond
                      that contained in the Basic Prospectus and any Preliminary
                      Final Prospectus) as the Company has advised you, prior to
                      the Execution Time, will be included or made therein.

               (b) On the Effective Date, the Registration Statement did or
        will, and when the Final Prospectus is first filed (if required) in
        accordance Rule 424(b) and on the Closing Date, the Final Prospectus
        (and any supplement thereto) will, comply in all material respects with
        the applicable requirements of the Act, the Securities Exchange Act of
        1934 (the "Exchange Act") and the Trust Indenture Act of 1939 (the
        "Trust Indenture Act") and the respective rules thereunder; on the
        Effective Date, the Registration Statement did not or will not contain
        any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary in order to make the
        statements therein not misleading; on the Effective Date and on the
        Closing Date the Indenture did or will comply in all material respects
        with the requirements of the Trust Indenture Act and the rules
        thereunder; and, on the Effective Date, the Final Prospectus, if not
        filed pursuant to Rule 424(b), did not or will not, and on the date of
        any filing pursuant to Rule 424(b) and on the Closing Date, the Final
        Prospectus (together with any supplement thereto) will not, include any
        untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which

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                                                                               5

        they were made, not misleading; provided, however, that the Company
        makes no representations or warranties as to (i) that part of the
        Registration Statement which shall constitute the Statement of
        Eligibility and Qualification (Form T-1) under the Trust Indenture Act
        of the Trustee or (ii) the information contained in or omitted from the
        Registration Statement or the Final Prospectus (or any supplement
        thereto) in reliance upon and in conformity with information furnished
        in writing to the Company by or on behalf of any Underwriter through the
        Representatives specifically for inclusion in the Registration Statement
        or the Final Prospectus (or any supplement thereto).

        (c) The terms which follow, when used in this Agreement, shall have the
        meanings indicated. The term "the Effective Date" shall mean each date
        that the Registration Statement and any post-effective amendment or
        amendments thereto became or become effective and each date after the
        date hereof on which a document incorporated by reference in the
        Registration Statement is filed. "Execution Time" shall mean the date
        and time that this Agreement is executed and delivered by the parties
        hereto. "Basic Prospectus" shall mean the prospectus referred to in
        paragraph (a) above contained in the Registration Statement at the
        Effective Date including, in the case of a Non-Delayed Offering, any
        Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean
        any preliminary prospectus supplement to the Basic Prospectus which
        describes the Securities and the offering thereof and is used prior to
        filing of the Final Prospectus. "Final Prospectus" shall mean the
        prospectus supplement relating to the Securities that is first filed
        pursuant to Rule 424(b) after the Execution Time, together with the
        Basic Prospectus or, if, in the case of a Non-Delayed Offering, no
        filing pursuant to Rule 424(b) is required, shall mean the form of final
        prospectus relating to the Securities, including the Basic Prospectus,
        included in the Registration Statement at the Effective Date.
        "Registration Statement" shall mean the registration statement referred
        to in paragraph (a) above, including incorporated documents, exhibits
        and financial statements, as amended at the Execution Time (or, if not
        effective at the Execution Time, in the form in which it shall become
        effective) and, in the event any post-effective amendment thereto
        becomes effective prior to the Closing Date (as hereinafter defined),
        shall also mean such registration

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                                                                               6
        statement as so amended. Such term shall include any Rule 430A
        Information deemed to be included therein at the Effective Date as
        provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and
        "Regulation SK" refer to such rules or regulation under the Act. "Rule
        430A Information" means information with respect to the Securities and
        the offering thereof permitted to be omitted from the Registration
        Statement when it becomes effective pursuant to Rule 430A. Any reference
        herein to the Registration Statement, the Basic Prospectus, any
        Preliminary Final Prospectus or the Final Prospectus shall be deemed to
        refer to and include the documents incorporated by reference therein
        pursuant to Item 12 of Form S-3 which were filed under the Exchange Act
        on or before the Effective Date of the Registration Statement or the
        issue date of the Basic Prospectus, any Preliminary Final Prospectus or
        the Final Prospectus, as the case may be; and any reference herein to
        the terms "amend", "amendment" or "supplement" with respect to the
        Registration Statement, the Basic Prospectus, any Preliminary Final
        Prospectus or the Final Prospectus shall be deemed to refer to and
        include the filing of any document under the Exchange Act after the
        Effective Date of the Registration Statement or the issue date of the
        Basic Prospectus, any Preliminary Final Prospectus or the Final
        Prospectus, as the case may be, deemed to be incorporated therein by
        reference. A "Non-Delayed Offering" shall mean an offering of securities
        which is intended to commence promptly after the effective date of a
        registration statement, with the result that, pursuant to Rules 415 and
        430A, all information (other than Rule 430A Information) with respect to
        the securities so offered must be included in such registration
        statement at the effective date thereof. A "Delayed Offering" shall mean
        an offering of securities pursuant to Rule 415 which does not commence
        promptly after the effective date of a registration statement, with the
        result that only information required pursuant to Rule 415 need be
        included in such registration statement at the effective date thereof
        with respect to the securities so offered. Whether the offering of the
        Securities is a Non-Delayed Offering or a Delayed Offering shall be set
        forth in Schedule I hereto.

               2. Purchase and Sale. (a) Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and

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                                                                               7

not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount or number of shares or Units of
Securities set forth opposite such Underwriter's name in Schedule II hereto,
except that, in the case of Debt Securities, if Schedule I hereto provides for
the sale of such Debt Securities pursuant to delayed delivery arrangements, the
respective principal amount of Securities to be purchased by the Underwriters
shall be as set forth in Schedule II hereto less the respective amounts of
Contract Securities determined as provided below. Securities to be purchased by
the Underwriters are herein sometimes called the "Underwriters' Securities" and
Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter
provided are herein called "Contract Securities".

               (b) If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the Company pursuant to
delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the
form of Schedule III hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make such arrangements
and, as compensation therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the percentage set forth
in Schedule I hereto of the principal amount of the Debt Securities for which
such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be
with institutional investors, including commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where such sales of Contract Securities arranged by the Underwriters have
been approved by the Company (it being understood that the Company may
reasonably withhold such approval) but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not less than the minimum
principal amount set forth in Schedule I hereto and the aggregate principal
amount set forth in Schedule I hereto and the aggregate principle amount of
Contract Securities may not exceed the maximum aggregate principal amount set
forth in Schedule I hereto. The Underwriters will not have any responsibility in
respect of the validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each Underwriter as set forth
in Schedule II hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities as the principal
amount of Securities set forth opposite the name of such Underwriter bears to
the

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                                                                               8

aggregate principal amount set forth in Schedule II hereto, except to the extent
that you determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided, however, that the
total principal amount of Securities to be purchased by all Underwriters shall
be the aggregate principal amount set forth in Schedule II hereto less the
aggregate principal amount of Contract Securities.

3. Delivery and Payment. Delivery of and payment for the Underwriter's
Securities shall be made on the date and at the time specified in Schedule I
hereto (or such later date not later than five business days after such
specified date as the Representatives shall designate), which date and time may
be postponed by agreement between the Representatives and the Company or as
provided in Section 8 hereof (such date and time of delivery and payment for the
Underwriter's Securities being herein called the "Closing Date"). Delivery of
the Underwriter's Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by certified or official bank check or checks
drawn on or by a New York Clearing House bank or wire transfer payable in same
day funds. Delivery of the Underwriter's Securities shall be made at such
location as the Representatives shall reason- ably designate at least one
business day in advance of the Closing Date and payment for the Securities shall
be made at the office specified in Schedule I hereto. Certificates for the
Underwriter's Securities shall be registered in such names and in such
denominations as the Representatives may request not less than three full
business days in advance of the Closing Date.

               The Company agrees to have the Underwriter's Securities available
for inspection, checking and packaging by the Representatives in New York, New
York, not later than 1:00 PM on the business day prior to the Closing Date.

               4.  Agreements.  The Company agrees with the
several Underwriters that:

               (a) The Company will use its best efforts to cause the
        Registration Statement, if not effective at the Execution Time, and any
        amendment thereto, to become effective. Prior to the termination of the
        offering of the Securities, the Company will not file any amendment of
        the Registration Statement or supplement (including the Final Prospectus
        or any


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                                                                               9

        Preliminary Final Prospectus) to the Basic Prospectus unless the Company
        has furnished you a copy for your review prior to filing and will not
        file any such proposed amendment or supplement to which you reasonably
        object. Subject to the foregoing sentence, the Company will cause the
        Final Prospectus, properly completed, and any supplement thereto to be
        filed with the Commission pursuant to the applicable paragraph of Rule
        424(b) within the time period prescribed and will provide evidence
        satisfactory to the Representatives of such timely filing. The Company
        will promptly advise the Representatives (i) when the Registration
        Statement, if not effective at the Execution Time, and any amendment
        thereto, shall have become effective, (ii) when the Final Prospectus,
        and any supplement thereto, shall have been filed with the Commission
        pursuant to Rule 424(b), (iii) when, prior to termination of the
        offering of the Securities, any amendment to the Registration Statement
        shall have been filed or become effective, (iv) of any request by the
        Commission for any amendment of the Registration Statement or supplement
        to the Final Prospectus or for any additional information, (v) of the
        issuance by the Commission of any stop order suspending the
        effectiveness of the Registration Statement or the institution or
        threatening of any proceeding for that purpose and (vi) of the receipt
        by the Company of any notification with respect to the suspension of the
        qualification of the Securities for sale in any jurisdiction or the
        initiation or threatening of any proceeding for such purpose. The
        Company will use its best efforts to prevent the issuance of any such
        stop order and, if issued, to obtain as soon as possible the withdrawal
        thereof.

               (b) If, at any time when a prospectus relating to the Securities
        is required to be delivered under the Act, any event occurs as a result
        of which the Final Prospectus as then supplemented would include any
        untrue statement of a material fact or omit to state any material fact
        necessary to make the statements therein in the light of the
        circumstances under which they were made not misleading, or if it shall
        be necessary to amend the Registration Statement or supplement the Final
        Prospectus to comply with the Act or the Exchange Act or the respective
        rules thereunder, the Company promptly will (i) prepare and file with
        the Commission, subject to the second sentence of paragraph (a) of this
        Section 4, an amendment or supplement which will correct such statement
        or omission or effect such

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                                                                              10


        compliance and (ii) supply any supplemented Prospectus to you in such
        quantities as you may reasonably request.

               (c) As soon as practicable, the Company will make generally
        available to its security holders and to the Representatives an earnings
        statement or statements of the Company and its subsidiaries which will
        satisfy the provisions of Section 11(a) of the Act and Rule 158 under
        the Act.

               (d) The Company will furnish to the Representatives and counsel
        for the Underwriters, without charge, copies of the Registration
        Statement (including exhibits thereto) and, so long as delivery of a
        prospectus by an Underwriter or dealer may be required by the Act, as
        many copies of any Preliminary Final Prospectus and the Final Prospectus
        and any supplement thereto as the Representatives may reasonably
        request. The Company will pay the expenses of printing or other
        production of all documents relating to the offering.

               (e) The Company will arrange for the qualification of the
        Securities and any Debt Securities, Common Stock, Class C Common Stock,
        Preferred Stock, Convertible Preferred Stock, or Nonconvertible
        Preferred Stock that may be issuable pursuant to the exercise,
        conversion or exchange, as the case may be, of the Securities offered by
        the Company, for sale under the laws of such jurisdictions as the
        Representatives may designate (provided, however, that in connection
        therewith, the Company will not be required to (i) qualify generally to
        do business in any jurisdiction where it is not then so qualified, (ii)
        subject itself to taxation in any such jurisdiction or (iii) consent to
        general service of process in any such jurisdiction where it is not then
        so subject), will maintain such qualifications in effect so long as
        required for the distribution of the Securities, will arrange for the
        determination of the legality of the Securities for purchase by
        institutional investors, and will pay the fee of the National
        Association of Securities Dealers, Inc., in connection with its review,
        if any, of the offering.

               (f) Until the business date set forth on Schedule I hereto, the
        Company will not, without the consent of the Representatives, offer,
        sell or contract to sell, or otherwise dispose of, directly or
        indirectly, or

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                                                                              11

        announce the offering of, any securities issued or guaranteed by the
        Company (other than the Securities) and other than (i) as specified in
        Schedule I, or (ii) sales of Equity Securities to The Coca-Cola Company
        pursuant to its rights under the Stock Rights and Restrictions Agreement
        (the "Stock Agreement") dated as of January 27, 1989.

               (g) The Company will arrange for the listing of any Equity
        Securities upon notice of issuance on any national securities exchange
        or automated quotation system designated in Schedule I hereto.

               (h) The Company confirms as of the date hereof that it is in
        compliance with all provisions of Section 1 of Laws of Florida, Chapter
        92-198, An Act Relating to Disclosure of Doing Business with Cuba, and
        the Company further agrees that if it commences engaging in business
        with the government of Cuba or with any person or affiliate located in
        Cuba after the date the Registration Statement becomes or has become
        effective with the Securities and Exchange Commission or with the
        Florida Department of Banking and Finance (the "Department"), whichever
        date is later, or if the information reported in the Prospectus, if any,
        concerning the Company's business with Cuba or with any person or
        affiliate located in Cuba changes in any material way, the Company will
        provide the Department notice of such business or change, as
        appropriate, in a form acceptable to the Department.

               5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwriters' Securities shall
be subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the Execution Time and the Closing Date, to
the accuracy of the statements of the Company made in any certificates pursuant
to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:

               (a) If the Registration Statement has not become effective prior
        to the Execution Time, unless the Representatives agree in writing to a
        later time, the Registration Statement will become effective not later
        than (i) 6:00 PM New York City time, on the date of determination of the
        public offering price, if such determination occurred at or prior to
        3:00 PM New York City time on such date or (ii) 12:00 Noon on the

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                                                                              12

        business day following the day on which the public offering price was
        determined, if such determination occurred after 3:00 PM New York City
        time on such date; if filing of the Final Prospectus, or any supplement
        thereto, is required pursuant to Rule 424(b), the Final Prospectus, and
        any such supplement, shall have been filed in the manner and within the
        time period required by Rule 424(b); and no stop order suspending the
        effectiveness of the Registration Statement shall have been issued and
        no proceedings for that purpose shall have been instituted or
        threatened.

               (b) The Company shall have furnished to the Representatives the
        opinion of Witt, Gaither & Whitaker, P.C., counsel for the Company,
        dated the Closing Date, to the effect that:

                      (i) each of the Company, Coca-Cola Bottling Company of
               Mobile, LLC, CCBC of Nashville, L.P., Coca-Cola Bottling Company
               of North Carolina, LLC, Coca-Cola Bottling Company of Roanoke,
               Inc., Columbus Coca-Cola Bottling Company, Panama City Coca-Cola
               Bottling Company, Tennessee Soft Drink Production Company,
               Thomasville Coca-Cola Bottling Company, Coca-Cola Ventures, Inc.,
               CCBC of Wilmington, Inc., The Coca-Cola Bottling Company of West
               Virginia, Inc., Metrolina Bottling Company, COBC, Inc., ECBC,
               Inc., MOBC, Inc., NABC, Inc., PCBC, Inc., ROBC, Inc., TOBC, Inc.,
               WCBC, Inc., and WVBC, Inc. (individually a "Subsidiary" and
               collectively the "Subsidiaries"), is duly incorporated and
               validly exists as a corporation in good standing under the laws
               of the jurisdiction in which it is chartered or organized, with
               full corporate power and authority to own, lease and operate its
               properties, and conduct its business as described in the Final
               Prospectus, and is duly qualified to do business as a foreign
               corporation and is in good standing under the laws of each
               jurisdiction which requires such qualification wherein it owns or
               leases material properties or conducts material business, other
               than jurisdictions, except where the failure so to qualify would
               not have a material adverse effect.

                      (ii) the Company's 50% owned general partnership, Piedmont
               Coca-Cola Bottling Partnership ("Piedmont") is duly organized and
               validly existing under the laws of the State of
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                                                                              13


               Delaware, with full power and authority to own, lease and operate
               its properties, and to conduct its business as described in the
               Final Prospectus and each of its corporate partners is duly
               registered and qualified and is in good standing as a foreign
               corporation authorized to do business in each jurisdiction which
               requires such qualification wherein Piedmont owns or leases
               material properties or conducts material business, other than
               jurisdictions, except where the failure so to qualify would not
               have a material adverse effect.

                      (iii) all the outstanding shares of capital stock of each
               Subsidiary have been duly and validly authorized and issued and
               are fully paid and nonassessable, and, except as otherwise set
               forth in the Final Prospectus, all outstanding shares of capital
               stock of the Subsidiaries and the 50% partnership interest in
               Piedmont are owned by the Company either directly or through
               wholly owned subsidiaries free and clear of any perfected
               security interest and, to the knowledge of such counsel, after
               due inquiry, any other security interests, claims, liens or
               encumbrances;

                      (iv) the Company's authorized equity capitalization is as
               set forth in the Final Prospectus; the Securities conform to the
               description thereof contained in the Final Prospectus; and, if
               the Securities are to be listed on any securities exchange or
               automated quotation system, authorization therefor has been
               given, subject to official notice of issuance and evidence of
               satisfactory distribution, or the Company has filed a preliminary
               listing application and all required supporting documents with
               respect to the Securities with such securities exchange or
               automated quotation system and such counsel has no reason to
               believe that the Securities will not be authorized for listing,
               subject to official notice of issuance and evidence of
               satisfactory distribution;

                      (v) in the case of an offering of Debt Securities, the
               Indenture has been duly authorized, executed and delivered, and
               has been duly qualified under the Trust Indenture Act; the
               Indenture constitutes a legal, valid and binding instrument
               enforceable against the Company in

<PAGE>


                                                                              14
               accordance with its terms (subject, as to enforcement of
               remedies, to applicable bankruptcy, reorganization, insolvency,
               fraudulent transfer, moratorium or other laws relating to or
               affecting the enforcement of creditors' rights generally from
               time to time in effect and by general equitable principles,
               including, without limitation, concepts of materiality,
               reasonableness, good faith and fair dealing, regardless of
               whether such enforceability is considered in equity or at law);
               and the Debt Securities have been duly authorized and, when
               executed and authenticated in accordance with the provisions of
               the Indenture and delivered to and paid for by the Underwriters
               pursuant to this Agreement, in the case of the Underwriters'
               Securities, or by the purchasers thereof pursuant to Delayed
               Delivery Contracts, in the case of any Contract Securities, will
               constitute legal, valid and binding obligations of the Company,
               be convertible or exercisable for other securities of the Company
               in accordance with their terms as set forth in the Final
               Prospectus, as the case may be, and will be entitled to the
               benefits of the Indenture; if the Debt Securities are convertible
               or exercisable into Equity Securities, the shares of Equity
               Securities issuable upon such conversion or exercise will have
               been duly authorized and reserved for issuance upon such
               conversion and, when issued upon such conversion, will be validly
               issued, fully paid and nonassessable; the outstanding shares of
               such Equity Securities will have been duly authorized and issued,
               will be fully paid and nonassessable and will conform to the
               description thereof contained in the Final Prospectus; and the
               holders of outstanding capital stock of the Company have no
               preemptive rights with respect to any of such shares of Equity
               Securities issuable upon such conversion, except as provided in
               the Stock Agreement;

                      (vi) in the case of an offering of Common Stock or Class C
               Common Stock, the shares of Common Stock or Class C Common Stock
               have been duly and validly authorized and, when issued and
               delivered and paid for by the Underwriters pursuant to this
               agreement, will be fully paid and nonassessable and will conform
               to the description thereof contained in the Final Prospectus; the
               Common Stock has been duly authorized for listing,



<PAGE>

                                                                              15

               subject to official notice of issuance, on the National
               Association of Securities Dealers Automated Quotation National
               Market System; the certificates for the Common Stock or Class C
               Common Stock are in valid and sufficient form; and the holders of
               outstanding shares of capital stock of the Company are not
               entitled to preemptive or other rights to subscribe for the
               Common Stock or Class C Common Stock, except as provided in the
               Stock Agreement.

                      (vii) in the case of an offering of Preferred Stock,
               Convertible Preferred Stock or Nonconvertible Preferred Stock,
               the Company has authorized capital stock as set forth in the
               Final Prospectus; the shares of Preferred Stock, Convertible
               Preferred Stock, or Nonconvertible Preferred Stock being
               delivered at such Closing Date have been duly and validly
               authorized and, when issued and delivered and paid for by the
               Underwriters pursuant to this Agreement, will be fully paid and
               nonassessable; the shares of Preferred Stock, Convertible
               Preferred Stock, or Nonconvertible Preferred Stock conform to the
               descriptions thereof contained in the Final Prospectus; and the
               stockholders of the Company have no preemptive rights with
               respect to any of such shares of Preferred Stock, Convertible
               Preferred Stock or Nonconvertible Preferred Stock, except as
               provided in the Stock Agreement. If the shares of Preferred Stock
               or Convertible Preferred Stock being delivered at such Closing
               Date are convertible or exchangeable into Common Stock or other
               securities (including Securities), such shares of Preferred Stock
               or Convertible Preferred Stock are, and the Contract Securities,
               when so issued, delivered and sold, will be, convertible or
               exchangeable into Common Stock or such other securities in
               accordance with their terms; the shares of such Common Stock or
               other securities initially issuable upon conversion or exchange
               of such shares of Preferred Stock or Convertible Preferred Stock
               will have been duly authorized and reserved for issuance upon
               such conversion or exchange and, when issued upon such conversion
               or exchange, will be duly issued, fully paid and nonassessable;
               the outstanding shares of such Common Stock have been duly
               authorized and issued, are fully paid and nonassessable and
               conform to


<PAGE>

                                                                              16

               the description thereof contained in the Final Prospectus;

                      (viii) to the best knowledge of such counsel, there is no
               pending or threatened action, suit or proceeding before any court
               or governmental agency, authority or body or any arbitrator
               involving the Company or any of its subsidiaries or Piedmont, of
               a character required to be disclosed in the Registration
               Statement which is not adequately disclosed in the Final
               Prospectus, and there is no franchise, contract or other document
               of a character required to be described in the Registration
               Statement or Final Prospectus, or to be filed as an exhibit,
               which is not described or filed as required; and the statements
               included or incorporated in the Final Prospectus describing any
               legal proceedings or material contracts or agreements relating to
               the Company, its subsidiaries and Piedmont fairly summarize such
               matters;

                      (ix) the Registration Statement has become effective under
               the Act; any required filing of the Basic Prospectus, any
               Preliminary Final Prospectus and the Final Prospectus, and any
               supplements thereto, pursuant to Rule 424(b) has been made in the
               manner and within the time period required by Rule 424(b); to the
               best knowledge of such counsel, no stop order suspending the
               effectiveness of the Registration Statement has been issued, no
               proceedings for that purpose have been instituted or threatened,
               and the Registration Statement and the Final Prospectus (other
               than the financial statements and other financial and statistical
               information contained therein as to which such counsel need
               express no opinion) comply as to form in all material respects
               with the applicable requirements of the Act, the Exchange Act and
               the Trust Indenture Act and the respective rules thereunder; and
               such counsel has no reason to believe that at the Effective Date
               the Registration Statement contained any untrue statement of a
               material fact or omitted to state any material fact required to
               be stated therein or necessary to make the statements therein not
               misleading or that the Final Prospectus includes any untrue
               statement of a material fact or omits to state a material fact
               necessary to make the statements therein, in the

<PAGE>
                                                                              17

               light of the circumstances under which they were made, not
               misleading;

                      (x) this Agreement has been duly authorized,
               executed and delivered by the Company;

                      (xi) any Delayed Delivery Contracts have been duly
               authorized, executed and delivered by the Company and are valid
               and binding agreements of the Company enforceable in accordance
               with their terms (subject, as to enforcement of remedies, to
               applicable bankruptcy, reorganization, insolvency, fraudulent
               transfer, moratorium or other laws relating to or affecting the
               enforcement of creditors' rights generally from time to time in
               effect and by general equitable principles, including, without
               limitation, concepts of materiality, good faith and fair dealing,
               regardless of whether such enforceability is considered in equity
               or at law);

                      (xii) no consent, approval, authorization or order of any
               court or governmental agency or body is required for the
               consummation of the transactions contemplated herein or in any
               Delayed Delivery Contracts, except such as have been obtained
               under the Act and such as may be required under the blue sky laws
               of any jurisdiction in connection with the purchase and
               distribution of the Securities by the Underwriters and such other
               approvals (specified in such opinion) as have been obtained;

                      (xiii) neither the execution and delivery of the
               Indenture, the issue and sale of the Securities, nor the
               consummation of any other of the transactions herein contemplated
               nor the fulfillment of the terms hereof or of any Delayed
               Delivery Contracts will conflict with, result in a breach or
               violation of, or constitute a default under any law or the
               charter or by-laws of the Company or the terms of any indenture
               or other agreement or instrument known to such counsel and to
               which the Company or any of its subsidiaries or Piedmont is a
               party or bound or any judgment, order or decree known to such
               counsel to be applicable to the Company or any of its
               subsidiaries or Piedmont of any court, regulatory body,
               administrative agency, governmental body or


<PAGE>
                                                                              18

               arbitrator having jurisdiction over the Company or any of its
               subsidiaries or Piedmont;

                      (xiv) the information, if any, in the Final Prospectus
               under "Taxation", has been reviewed by them and constitutes a
               complete and accurate summary of the matters disclosed
               thereunder;

                      (xv) no holders of securities of the Company
               have rights to the registration of such securities
               under the Registration Statement; and

                      (xvi) such other legal opinions as are set
               forth on Schedule I hereto.

        In rendering such opinion, Witt, Gaither & Whitaker, P.C. may rely (A)
        as to matters involving the application of laws of any jurisdiction
        other than the States of Delaware and Tennessee or the United States, to
        the extent deemed proper and specified in such opinion, upon the opinion
        of other counsel of good standing believed to be reliable and who are
        satisfactory to counsel for the Underwriters and (B) as to matters of
        fact, to the extent deemed proper, on certificates of responsible
        officers of the Company and public officials. References to the Final
        Prospectus in this paragraph (b) include any supplements thereto at the
        Closing Date.

               (c) The Representatives shall have received from Cravath, Swaine
        & Moore, counsel for the Underwriters, such opinion or opinions, dated
        the Closing Date, with respect to the issuance and sale of the
        Securities, the Indenture, any Delayed Delivery Contracts, the
        Registration Statement, the Final Prospectus (together with any
        supplement thereto) and other related matters as the Representatives may
        reasonably require, and the Company shall have furnished to such counsel
        such documents as they may reasonably request for the purpose of
        enabling them to pass upon such matters.

               (d) The Company shall have furnished to the Representatives a
        certificate of the Company, signed by the Chairman of the Board or the
        President and the principal financial or accounting officer of the
        Company, dated the Closing Date, to the effect that the signers of such
        certificate have carefully examined the Registration Statement, the
        Final Prospectus, any supplement to the Final Prospectus and this
        Agreement and that:

<PAGE>

                                                                              19

                      (i) the representations and warranties of the Company in
               this Agreement are true and correct in all material respects on
               and as of the Closing Date with the same effect as if made on the
               Closing Date and the Company has complied with all the agreements
               and satisfied all the conditions on its part to be performed or
               satisfied at or prior to the Closing Date;

                      (ii) no stop order suspending the effectiveness of the
               Registration Statement has been issued and no proceedings for
               that purpose have been instituted or, to the Company's knowledge,
               threatened; and

                      (iii) since the date of the most recent financial
               statements included in the Final Prospectus (exclusive of any
               supplement thereto), there has been no material adverse change in
               the condition (financial or other), earnings, business affairs,
               properties or business prospects of the Company and its
               subsidiaries or Piedmont, whether or not arising from
               transactions in the ordinary course of business, except as set
               forth in or contemplated in the Final Prospectus (exclusive of
               any supplement thereto).

               (e) At the Closing Date, PricewaterhouseCoopers LLP shall have
        furnished to the Representatives a letter or letters (which may refer to
        letters previously delivered to one or more of the Representatives),
        dated as of the Closing Date, in form and substance satisfactory to the
        Representatives, confirming that they are independent accountants within
        the meaning of the Act and the Exchange Act and the respective
        applicable published rules and regulations thereunder and that they have
        performed the procedures specified by the American Institute of
        Certified Public Accountants for a review of interim financial
        information in accordance with, and as described in, Statement of
        Auditing Standards No. 71 for the latest unaudited financial statements
        in or incorporated in the Registration Statement or the Final Prospectus
        and stating in effect that:

                      (i) in their opinion the audited financial statements and
               financial statement schedules and any pro forma financial
               statements of the Company and its subsidiaries and of Piedmont
               included or

<PAGE>

                                                                              20


               incorporated in the Registration Statement and the Final
               Prospectus and reported on by them comply in form in all material
               respects with the applicable accounting requirements of the Act
               and the Exchange Act and the related published rules and
               regulations;

                      (ii) on the basis of a reading of the latest unaudited
               financial statements made available by the Company and its
               subsidiaries; their limited review in accordance with standards
               established by the American Institute of Certified Public
               Accountants under Statement of Auditing Standards No. 71, of the
               unaudited interim financial information of the Company and its
               subsidiaries; carrying out certain specified procedures (but not
               an examination in accordance with generally accepted auditing
               standards) which would not necessarily reveal matters of
               significance with respect to the comments set forth in such
               letter; a reading of the minutes of the meetings of the
               stockholders, directors and the executive, finance, audit,
               pension and compensation committees of the Company and the
               Subsidiaries and of the partnership proceedings of Piedmont; and
               inquiries of certain officials of the Company and Piedmont who
               have responsibility for financial and accounting matters of the
               Company and its subsidiaries and of Piedmont as to transactions
               and events subsequent to the date of the most recent audited
               financial statements in or incorporated in the Final Prospectus,
               nothing came to their attention which caused them to believe
               that:

                             (1) any unaudited financial statements included or
                      incorporated in the Registration Statement and the Final
                      Prospectus do not comply in form in all material respects
                      with applicable accounting requirements and with the
                      published rules and regulations of the Commission with
                      respect to financial statements included or incorporated
                      in quarterly reports on Form 10-Q under the Exchange Act;
                      or that said unaudited financial statements are not in
                      conformity with generally accepted accounting principles
                      applied on a basis substantially consistent with that of
                      the audited financial statements



<PAGE>

                                                                              21



                      included or incorporated in the Registration Statement and
                      the Final Prospectus;

                             (2) with respect to the period subsequent to the
                      date of the most recent financial statements (other than
                      any capsule information), audited or unaudited, in or
                      incorporated in the Registration Statement and the Final
                      Prospectus, there were any increases, at a specified date
                      not more than five business days prior to the date of the
                      letter, in the long-term debt of the Company and its
                      subsidiaries and of Piedmont or capital stock of the
                      Company, or decreases in the stockholders' equity of the
                      Company as compared with the amounts shown on the most
                      recent consolidated balance sheet included or incorporated
                      in the Registration Statement and the Final Prospectus, or
                      for the period from the date of the most recent financial
                      statements included or incorporated in the Registration
                      Statement and the Final Prospectus to such specified date
                      there were any decreases, as compared with the
                      corresponding period in the preceding year in net sales,
                      gross margin, income from operations, income before income
                      taxes and effect of accounting changes or in total or
                      per share amounts of net income applicable to common
                      stockholders of the Company and its subsidiaries, except
                      in all instances for changes or decreases set forth in
                      such letter, in which case the letter shall be accompanied
                      by an explanation by the Company as to the significance
                      thereof unless said explanation is not deemed necessary by
                      the Representatives;

                             (3) the information included in the Registration
                      Statement and Prospectus in response to Regulation S-K,
                      Item 301 (Selected Financial Data), Item 302
                      (Supplementary Financial Information), Item 402 (Executive
                      Compensation) and Item 503(d) (Ratio of Earnings to Fixed
                      Charges) is not in conformity with the applicable
                      disclosure requirements of Regulation S-K; or

                             (4) the amounts included in any unaudited "capsule"
                      information included or


<PAGE>

                                                                              22


                      incorporated in the Registration Statement and the Final
                      Prospectus do not agree with the amounts set forth in the
                      unaudited financial statements for the same periods or
                      were not determined on a basis substantially consistent
                      with that of the corresponding amounts in the audited
                      financial statements included or incorporated in the
                      Registration Statement and the Final Prospectus;

                      (iii) they have performed certain other specified
               procedures as a result of which they determined that certain
               information of an accounting, financial or statistical nature
               (which is limited to accounting, financial or statistical
               information derived from the general accounting records of the
               Company, its subsidiaries and Piedmont) set forth in the
               Registration Statement and the Final Prospectus and in Exhibit 12
               to the Registration Statement, including the information included
               or incorporated in Items 1, 2, 6, 7 and 11 of the Company's
               Annual report on Form 10-K, incorporated in the Registration
               Statement and the Prospectus, and the information included in the
               "Management's Discussion and Analysis of Financial Condition and
               Results of Operations" included or incorporated in the Company's
               Quarterly Reports on Form 10-Q, incorporated in the Registration
               Statement and the Final Prospectus, agrees with the accounting
               records of the Company, its subsidiaries and Piedmont, excluding
               any questions of legal interpretation; and
                      (iv) if unaudited pro forma financial statements are
               included or incorporated in the Registration Statement and the
               Final Prospectus, on the basis of a reading of the unaudited pro
               forma financial statements, carrying out certain specified
               procedures, inquiries of certain officials of the Company and the
               acquired company who have responsibility for financial and
               accounting matters, and proving the arithmetic accuracy of the
               application of the pro forma adjustments to the historical
               amounts in the pro forma financial statements, nothing came to
               their attention which caused them to believe that the pro forma
               financial statements do not comply in form in all material
               respects with the applicable accounting requirements of Rule
               11-02 of Regulation S-X or that the pro forma adjustments



<PAGE>

                                                                              23

               have not been properly applied to the historical amounts in the
               compilation of such statements.

               References to the Final Prospectus in this paragraph (e) include
any supplement thereto at the date of the letter.

               In addition, except as provided in Schedule I hereto, at the
Execution Time, PricewaterhouseCoopers LLP shall have furnished to the
Representatives a letter or letters, dated as of the Execution Time, in form and
substance satisfactory to the Representatives, to the effect set forth above.

               (f) Subsequent to the Execution Time or, if earlier, the dates as
        of which information is given in the Registration Statement (exclusive
        of any amendment thereof) and the Final Prospectus (exclusive of any
        supplement thereto), there shall not have been (i) any change or
        decrease specified in the letter or letters referred to in paragraph (e)
        of this Section 5 or (ii) any change, or any development involving a
        prospective change, in or affecting the business or properties of the
        Company, its subsidiaries and Piedmont the effect of which, in any case
        referred to in clause (i) or (ii) above, is, in the judgment of the
        Representatives, so material and adverse as to make it impractical or
        inadvisable to proceed with the offering or delivery of the Securities
        as contemplated by the Registration Statement (exclusive of any
        amendment thereof) and the Final Prospectus (exclusive of any supplement
        thereto).

               (g) Subsequent to the Execution Time, there shall not have been
         any decrease in the rating of any of the Company's debt securities by
         any "nationally recognized statistical rating organization" (as defined
         for purpose of Rule 436(g) under the Act) or any notice given of any
         intended or potential decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of the
         possible change.

               (h) At the Execution Time, the Company shall have furnished to
        the Representatives a letter from each officer and director of the
        Company and certain major shareholders specified in Schedule I hereto,
        addressed to the Representatives, in which each such person agrees not
        to offer, sell or contract to sell, or otherwise dispose of, directly or
        indirectly, or announce an offering of, any shares of Equity Securities
        beneficially owned by such person or any


<PAGE>

                                                                              24

         securities convertible into, or exchangeable for, shares of such
         Securities for a period specified in Schedule I hereto following the
         Execution Time without the prior written consent of the
         Representatives.

               (i) Prior to the Closing Date, the Company shall have furnished
        to the Representatives such further legal opinions, information,
        certificates and documents as the Representatives may reasonably
        request.

               (j) The Company shall have accepted Delayed Delivery Contracts in
        any case where sales of Contract Securities arranged by the Underwriters
        have been approved by the Company.

               If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.

               The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for the
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the
Closing Date.

               6. Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses (including reasonable fees
and disbursements of one Underwriters' counsel and one local counsel in each
jurisdiction) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities.


<PAGE>


                                                                              25

               7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives specifically for inclusion therein, and (ii) such indemnity with
respect to any Preliminary Final Prospectus shall not inure to the benefit of
any Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the
Securities which are the subject thereof if such person did not receive a copy
of the Final Prospectus (or the Final Prospectus as supplemented), excluding
documents incorporated therein by reference, at or prior to the confirmation of
the sale of such Securities to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a material fact
contained in such Preliminary Final Prospectus was corrected in the Final
Prospectus (or the Final Prospectus as supplemented). This indemnity agreement
will be in addition to any liability which the Company may otherwise have.


<PAGE>


                                                                              26

               (b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth in the last paragraph of the cover page, under the heading
"Underwriting" or "Plan of Distribution" and, if Schedule I hereto provides for
sales of Securities pursuant to delayed delivery arrangements, in the last
sentence under the heading "Delayed Delivery Arrangements" in any Preliminary
Final Prospectus or the Final Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in the documents referred to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.

               (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall


<PAGE>


                                                                              27


have the right to employ one separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

               (d) In the event that the indemnity provided in paragraph (a) or
(b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Underwriters may be subject in such proportion as is appropriate to

<PAGE>

                                                                              28

reflect the relative benefits received by the Company and by the Underwriters
from the offering of the Securities; provided, however, that in no such case
shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any
amount in excess of the underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company
and the Underwriters shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and of the Underwriters in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses), and
benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided
by the Company or the Underwriters. The Company and the Underwriters agree that
it would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).

               8. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
or number of Securities set forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in the event that the
aggregate amount


<PAGE>


                                                                              29

or number of Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate amount or number of
Securities set forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without liability to
any nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Final Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.

               9. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time (i)
trading in the Company's Common Stock or Class C Common Stock shall have been
suspended by the New York Stock Exchange or National Association of Securities
Dealers Automated Quotation National Market System or trading in securities
generally on the New York Stock Exchange or National Association of Securities
Dealers Automated Quotation National Market System shall have been suspended or
limited or minimum prices shall have been established on [either of] such
Exchange or market system, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war or other calamity or crisis the effect of
which on financial markets is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Final Prospectus (exclusive of
any supplement thereto).

               10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the


<PAGE>


                                                                              30

Securities. The provisions of Sections 6 and 7 hereof shall survive the
termination or cancellation of this Agreement.

               11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telecopied and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telecopied and confirmed to it at 1900 Rexford Road, Charlotte, NC 28211,
attention of the Treasurer, with a copy sent to the Company's counsel, Witt,
Gaither & Whitaker, P.C., at 1100 American National Bank Building, Chattanooga,
Tennessee 37402.

               12. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation hereunder.

               13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York without reference
to principles of conflicts of laws.

               If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.


                                             Very truly yours,

                                             Coca-Cola Bottling Co.
                                             Consolidated,

                                             By: /s/ Jonathan W. Albright
                                                 Name:  Jonathan W. Albright
                                                  Title: Vice President and
                                                        Treasurer



The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Salomon Smith Barney Inc.
NationsBanc Montgomery Securities LLC
<PAGE>

First Union Capital Markets Corp.
Goldman, Sachs & Co.
SunTrust Equitable Securities

By:     Salomon Smith Barney Inc.

By:  /s/ Martha D. Bailey
     ------------------------------
        Name:  Martha D. Bailey
        Title: First Vice President


For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

<PAGE>


                                   SCHEDULE I


Underwriting Agreement dated April 21, 1999

Registration Statement No. 333-71003

Representative(s):    Salomon Smith Barney Inc.
                      NationsBanc Montgomery Securities LLC
                        First Union Capital Markets Corp.
                              Goldman, Sachs & Co.
                          SunTrust Equitable Securities

Title, Purchase Price and Description of Securities:

        Title:   6.375% Debentures Due 2009

        Principal Amount:  $250,000,000

        Purchase price:  $247,112,500 (99.495% of Principal Amount,
        less a discount of 0.650%), plus interest, if any, since April
        26, 1999

        Sinking fund provisions:  None

        Redemption provisions:  Redeemable in whole or in part
               at any time at the redemption prices described in the
               Company's Prospectus Supplement dated April 21, 1999

        Other provisions:  None

Closing Date, Time and Location:  10:00 a.m. New York City

Time on April 26, 1999 at the offices of Cravath, Swaine &

<PAGE>


Moore, 825 Eighth Avenue, New York, New York 10019

Type of Offering:  Delayed Offering

Delayed Delivery Arrangements:  None

        Fee:

        Minimum principal amount of each contract:  $

        Maximum aggregate principal amount of all contracts:  $

Date referred to in Section 4(f) after which the Company may offer or sell debt
securities issued

<PAGE>
or guaranteed by the Company without the consent of the Representative(s ):
April 26, 1999

Modification of items to be covered by the letter from PricewaterhouseCoopers
LLP delivered pursuant to Section 5(e) at the Execution Time: None

<PAGE>


                                   SCHEDULE II




                                                      Principal Amount
                                                      of Securities to
Underwriters                                            be Purchased
------------                                            ------------
Salomon Smith Barney Inc.                             $  137,500,000

NationsBanc Montgomery Securities LLC                     50,000,000
First Union Capital Markets Corp.                         12,500,000
Goldman, Sachs & Co.                                      37,500,000
SunTrust Equitable Securities                             12,500,000


                                                       -------------

        Total.......................................... $250,000,000