Exhibit 1.1
                      Coca-Cola Bottling Co. Consolidated



                             UNDERWRITING AGREEMENT


                                                              New York, New York
                                                                    July 1, 1997


Tothe Representative
 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 convertible preferred stock, $100.00 par value, of
the
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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 Under-
writer 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, 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
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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
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, 

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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 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 


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"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 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 


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<PAGE>

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 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 


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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 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 

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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 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 


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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 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


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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.

                  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


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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 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


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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 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

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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 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 


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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 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


                                       14
<PAGE>

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 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

                                       15
<PAGE>

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 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.




                                       16
<PAGE>

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:

         (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),

                                       17
<PAGE>

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 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


                                       18
<PAGE>

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 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

                                       19
<PAGE>

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 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

                                       20
<PAGE>

         (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 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



                                       21
<PAGE>

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.

         (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


                                       22
<PAGE>

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 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


                                      23
<PAGE>

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
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


                                      24
<PAGE>

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 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


                                      25
<PAGE>


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, 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 

                                       26
<PAGE>


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 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.

                                      27



<PAGE>

                  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,

                                   /s/ William B. Elmore
                              By: ..........................
                                  Name:  William B. Elmore
                                  Title: Vice President & Treasurer



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

Citicorp Securities, Inc.
BancAmerica Securities, Inc.

By:      Citicorp Securities, Inc.

      /s/ Donald J. Donahue
By:  ...........................
        Name:  Donald J. Donahue
        Title: Vice President


For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
             28
<PAGE>
                                   SCHEDULE I

Underwriting Agreement dated July 1, 1997

Registration Statement No. 33-54657

Representative(s):  Citicorp Securities, Inc.
                    BancAmerica Securities, Inc.

Title, Purchase Price and Description of Securities:

     Title:  7.20% Debentures 2009

     Principal Amount: $100,000,000

     Purchase price (include accrued interest or amortization, if any):
     $99,180,000 (99.855% or Principal Amount, less a discount of 0.675%).

     Sinking fund provisions: None

     Redemption provisions: None

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


Closing Date, Time and Location: 10:00 a.m.  New York City Time on July 7,
     1997 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): July 15, 1997

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
                                              Principal Amount
                                              of Securities to
Underwriters                                    be Purchased

Citicorp Securities, Inc.....................  $ 50,000,000
BancAmerica Securities, Inc..................    50,000,000




                                                -----------
      Total................................    $100,000,000
                                                ============