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                              EXHIBIT 1.1




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                       Coca-Cola Bottling Co. Consolidated



                             UNDERWRITING AGREEMENT


                                                       New York, New York
                                                       November 1, 1995


To the Representatives
  named in Schedule I
  hereto of the Under-
  writers 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 convertible preferred stock, $100.00 par
value, of the

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                                                                              2










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







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                                                                              3










                           Securities is a Delayed Offering and,
                           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







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                                                                              4










                           such registration statement, including the
                           form of final prospectus supplement. In the
                           case of clause (x), the Company has included
                           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)







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                                                                              5










         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 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,







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                                                                              6


         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 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 S-K" 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




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                                                                              7






         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 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 II 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



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                                                                              8










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 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 and
payable in next day funds. Delivery of the Underwriter's Securities
shall be made at such location as the Representatives shall reasonably
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



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                                                                              9










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 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.


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                                                                             10










                  (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 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



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                                                                             11




         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 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.




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                                                                             12





                  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 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 Co.
                  Affiliated, Inc., Coca-Cola Bottling Company of
                  Mobile, Inc., Coca-Cola Bottling Company of Nashville,
                  Inc., Coca-Cola Bottling Company of Roanoke, Inc.,
                  Columbus Coca-Cola Bottling Company, Panama City
                  Coca-Cola Bottling Company, Tennessee Soft Drink
                  Production Company, The Coca-Cola Bottling Company of
                  West Virginia, Inc., Metrolina Bottling Company, COBC,
                  Inc., ECBC, Inc., MOBC, Inc., NABC, Inc., PCBC, Inc.,
                  ROBC, Inc., WCBC, Inc., and WVBC, Inc. (individually a
                  "Subsidiary" and collectively the "Subsidiaries"),


<PAGE>


                                                                             13



                  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 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





<PAGE>


                                                                             14





                  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 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



<PAGE>


                                                                             15










                  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, 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



<PAGE>


                                                                             16







                  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 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


<PAGE>


                                                                             17










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

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

                         (ix) 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);





<PAGE>


                                                                             18










                       (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 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



<PAGE>


                                                                             19










         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:

                           (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



<PAGE>


                                                                             20










                  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, Price Waterhouse 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 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



<PAGE>


                                                                            21










                  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
                           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




<PAGE>


                                                                             22










                           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
                           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




<PAGE>


                                                                            23










                  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 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, Price Waterhouse shall have furnished to the Representatives a
letter or letters, dated


<PAGE>


                                                                             24










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 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.





<PAGE>


                                                                             25











                  (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 con-
summated 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 juris-
diction) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.

                  7.  Indemnification and Contribution.  (a)  The
Company agrees to indemnify and hold harmless each Under-
writer, the directors, officers, employees and agents of
each Underwriter and each person who controls any Under-
writer 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

<PAGE>


                                                                             26










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.

                  (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






<PAGE>


                                                                             27










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 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


<PAGE>


                                                                            28




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
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



<PAGE>


                                                                             29










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 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,





<PAGE>


                                                                            30










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>


                                                                             31










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.




<PAGE>


                                                                            32









                  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: 
                                    Name:
                                    Title:



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

Citicorp Securities, Inc.
Salomon Brothers Inc

By:      Citicorp Securities, Inc.

By:  
         Name:

         Title:


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




<PAGE>









                                   SCHEDULE I


Underwriting Agreement dated November 1, 1995

Registration Statement No. 33-54657

Representative(s):  Citicorp Securities, Inc.
                                    Salomon Brothers Inc

Title, Purchase Price and Description of Securities:

         Title:   6.85% Debentures Due 2007

         Principal Amount:  $100,000,000

         Purchase price (include accrued
           interest or amortization, if
           any):  $99,420,138.89 (100% of Principal Amount, less
           a discount of 0.675%, plus accrued interest of
           $95,138.89).

         Sinking fund provisions:  None

         Redemption provisions:  None

         Other provisions:  Notwithstanding Section 3, payment
                  will be mady by wire transfer of immediately
                  available funds

Closing Date, Time and Location:  10:00 a.m. New York City
                  Time on November 6, 1995 at the offices of Cravath, Swaine &
                  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 or guaranteed by the Company without the consent
         of the Representative(s): November 15, 1995

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


<PAGE>







                                   SCHEDULE II


<TABLE>
<CAPTION>


                                                                   Principal Amount
                                                                   of Securities to
Underwriters                                                         be Purchased
<S>                                                                <C>
Citicorp Securities, Inc.                                          $  50,000,000

Salomon Brothers Inc                                                  50,000,000


















                                                                                     

         Total.............................................................................. $100,000,000

</TABLE>

                                      II-1

<PAGE>