AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1994
                                                     REGISTRATION NO. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      COCA-COLA BOTTLING CO. CONSOLIDATED
             (Exact name of Registrant as specified in its charter)
                                 
             DELAWARE                             1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211
 (State or other jurisdiction of                                    (704) 551-4400
  incorporation or organization)             (Address, including zip code, and telephone number, including
                                                area code, of Registrant's principal executive offices)
DELAWARE 56-0950585 incorporation or organization) Identification No.) (State or other jurisdiction of (I.R.S. Employer
DAVID V. SINGER VICE PRESIDENT AND CHIEF FINANCIAL OFFICER COCA-COLA BOTTLING CO. CONSOLIDATED 1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211 (704) 551-4400 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: RALPH M. KILLEBREW, JR., ESQ. JOHN W. WHITE, ESQ. WITT, GAITHER & WHITAKER, P.C. CRAVATH, SWAINE & MOORE 1100 AMERICAN NATIONAL BANK BUILDING WORLDWIDE PLAZA, 825 EIGHTH AVENUE CHATTANOOGA, TENNESSEE 37402 NEW YORK, NEW YORK 10019 (615) 265-8881 (212) 474-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plan, check the following box. [X] CALCULATION OF REGISTRATION FEE [CAPTION] PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE OFFERING SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED UNIT(1) PRICE(2) Debt Securities(4)............. (3) Preferred Stock(5)............. (3) (3) (3) Common Stock(6)................ (3) Class C Common Stock(7)........ (3) Total.......................... $400,000,000(8) 100% $400,000,000(8)
TITLE OF EACH CLASS OF AMOUNT OF REGISTRATION SECURITIES TO BE REGISTERED FEE Debt Securities(4)............. Preferred Stock(5)............. (3) Common Stock(6)................ Class C Common Stock(7)........ Total.......................... $137,931.03
(1) The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder. (2) Estimated for the purpose of computing the registration fee. (3) Not applicable pursuant to General Instruction II.D. of Form S-3. (4) Subject to note (8) below, there is being registered hereunder such indeterminate principal amount of Debt Securities. If any Debt Securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $400,000,000 less the dollar amount of any securities previously issued hereunder. (5) Subject to note (8) below, such indeterminate number of shares of Convertible Preferred Stock, par value $100 per share, Non-Convertible Preferred Stock, par value $100 per share, and Preferred Stock, par value $0.01 per share, as may, from time to time, be issued at indeterminate prices. (6) Subject to note (8) below, such indeterminate number of shares of Common Stock, par value $1.00 per share, as may, from time to time, be issued at indeterminate prices, including Common Stock issuable upon conversion of Debt Securities or Preferred Stock. (7) Subject to note (8) below, such indeterminate number of shares of Class C Common Stock, par value $1.00 per share, as may, from time to time, be issued at indeterminate prices, including Class C Common Stock issuable upon conversion of Debt Securities or Preferred Stock. (8) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this Registration Statement exceed $400,000,000. The aggregate amount of Common Stock and Class C Common Stock registered hereunder is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act of 1933. The securities registered hereunder may be sold separately or as units with other securities registered hereunder. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. SUBJECT TO COMPLETION DATED JULY 20, 1994 PROSPECTUS (Logo) COCA-COLA BOTTLING CO. CONSOLIDATED DEBT SECURITIES PREFERRED STOCK COMMON STOCK CLASS C COMMON STOCK Coca-Cola Bottling Co. Consolidated (the "COMPANY"), a Delaware corporation, may offer and sell from time to time, together or separately (i) its debt securities ("DEBT SECURITIES"); (ii) shares of one or more classes of its preferred stock ("PREFERRED STOCK"); (iii) shares of its Common Stock, $1.00 par value per share ("COMMON STOCK"); and (iv) shares of its Class C Common Stock, $1.00 par value per share ("CLASS C COMMON STOCK") (collectively, the "SECURITIES"), all having an aggregate initial public offering price not to exceed $400,000,000, at prices and on terms to be determined at the time of sale. The specific terms of the particular Securities in respect of which this Prospectus is being delivered (the "OFFERED SECURITIES") will be set forth in an accompanying supplement to this Prospectus (the "PROSPECTUS SUPPLEMENT"), including, where applicable, the initial public offering price thereof, the net proceeds to the Company, the listing on any securities exchange, other specific terms of the Offered Securities, and: (i) in the case of Debt Securities, the specific designation, aggregate principal amount, original issue discount (if any), authorized denominations, maturity, premium (if any), the rate (which may be fixed or variable), time and method of calculating payment of interest (if any), the place or places where principal of, premium (if any) and interest (if any) thereon will be payable and the dates for payment thereof, any terms for redemption (either mandatory or at the option of the Company or the holder) or early repayment, any sinking fund provisions and any terms for conversion or exchange into other securities of the Company and (ii) in the case of Preferred Stock, the designation, number of shares, liquidation preference per share, initial public offering price, dividend rate (or method of calculation thereof), dates on which dividends shall be payable and dates from which dividends shall accrue, any redemption or sinking fund provisions and the terms (if any) for conversion or exchange into other securities of the Company, and (iii) in the case of Common Stock or Class C Common Stock, the number of shares and the terms of the offering and sale thereof. If so specified in the applicable Prospectus Supplement, Debt Securities may be issued in whole or in part in the form of one or more temporary or permanent global securities. The Securities may be publicly offered through underwriting syndicates represented by one or more managing underwriters, or through one or more such firms acting alone, or through dealers. The Company may enter into an agreement with respect to the Securities then being offered providing for the sale of such Securities to, and for the purchase and public offering thereof by, the several members of such syndicate or such firm or firms (the "UNDERWRITERS"). The Securities may also be sold directly or through agents to investors. See "PLAN OF DISTRIBUTION". The Prospectus Supplement will set forth the names of any underwriters, dealers or agents involved in the sale of the Securities in respect of which this Prospectus is being delivered, any applicable fee, commission or discount arrangements with them and the resulting net proceeds to the Company. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS AUGUST , 1994. NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT DELIVERED HEREWITH AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "COMMISSION"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional Offices located at 7 World Trade Center, Thirteenth Floor, New York, New York 10048 and at Northwestern Atrium Center, 500 W. Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company has filed with the Commission a registration statement on Form S-3 (together with all amendments and exhibits thereto, the "REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to the Offered Securities. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements contained in this Prospectus as to the contents of any document referred to are not necessarily complete, and in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in all respects by such reference. For further information pertaining to the Company and the Securities, reference is made to the Registration Statement. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission (File No. 0-9286) are incorporated herein by reference and made a part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1994; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended April 3, 1994 and July 3, 1994; and (iii) the Company's Current Report on Form 8-K dated May 18, 1994. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Securities shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, in a Prospectus Supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY WILL FURNISH, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, A COPY OF ANY OR ALL OF THE DOCUMENTS THAT HAVE BEEN OR MAY BE INCORPORATED HEREIN BY REFERENCE OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO DAVID V. SINGER, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, COCA-COLA BOTTLING CO. CONSOLIDATED, 1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211 (TELEPHONE 704-551-4400). 2 THE COMPANY The Company is engaged in the production, marketing and distribution of carbonated soft drinks, primarily products of The Coca-Cola Company, Atlanta, Georgia ("THE COCA-COLA COMPANY"). The Company (including its subsidiaries and its 50% owned affiliate) holds franchises to produce and market carbonated soft drinks, primarily products of The Coca-Cola Company within certain territories in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia and West Virginia. The Company also produces and distributes certain other brands of soft drinks within such territories. The Company considers selective acquisitions for additional territories on an ongoing basis. To achieve its goals, further purchases of franchise rights and entities possessing such rights and other related transactions designed to facilitate such purchases may occur. The Company is a Delaware corporation incorporated in 1980 as the successor to a business originally formed in 1902. The Company's principal executive offices are located at 1900 Rexford Road, Charlotte, North Carolina 28211, and its telephone number is (704)551-4400. USE OF PROCEEDS Except as otherwise set forth in a Prospectus Supplement, the Company intends to use the net proceeds from the sale of Securities for general corporate purposes, including repayment of debt, future acquisitions, capital expenditures and working capital. The Company is engaged in an ongoing program of selective acquisitions for additional territories and regularly evaluates the desirability of making such acquisitions. Except as may be specifically set forth in a Prospectus Supplement, the Company has no understandings or agreements with respect to any specific significant acquisition or investment. RATIOS The table below sets forth the ratios of earnings to fixed charges and the ratios of earnings to combined fixed charges and preferred stock dividends of the Company and its consolidated subsidiaries for the periods indicated. The ratios have been computed using the amounts for the Company, its consolidated subsidiaries and its proportionate share of losses incurred by its fifty percent (50%) owned affiliate. Earnings available for fixed charges represent earnings before income taxes, extraordinary items and fixed charges. Fixed charges represent interest incurred plus that portion of rental expense deemed to be the equivalent of interest. Preferred Stock dividends represent all such dividends paid by the Company in respect of its Preferred Stock, increased to an amount representing the pre-tax earnings which would be required to cover such dividend requirements.
SIX MONTHS ENDED FISCAL YEAR ENDED1 JULY 3, 1994 JULY 4, 1993 1993 19923 1991 19904 Ratio of Earnings to Fixed Charges........................... x 1.66x 1.59x 1.11x 1.11x 1.07x Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.................................. x 1.66x 1.59x 0.91x 1.08x 0.94x 19892 Ratio of Earnings to Fixed Charges........................... 0.91x Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.................................. 0.91x
1 The Company's fiscal year ends on the Sunday nearest December 31. 2 For the year ended December 31, 1989, earnings, as defined, were inadequate to cover (i) fixed charges and (ii) combined fixed charges and preferred stock dividends. The coverage deficiency, in each case, was $2,474,000. 3 For the year ended January 3, 1993, earnings, as defined, were inadequate to cover combined fixed charges and preferred stock dividends, as a result of the Company's effective tax rate of 57% in 1992. 4 For the year ended December 30, 1990, earnings, as defined, were inadequate to cover combined fixed charges and preferred stock dividends, as a result of the Company's effective tax rate of 90% in 1990. Had the Company's effective rate been 38%, consistent with the effective tax rate in 1993, the preferred stock dividend factor for 1990 would have been $722,000 resulting in a ratio of earnings to combined fixed charges and preferred stock dividends of 1.05 for 1990. 3 DESCRIPTION OF DEBT SECURITIES The Debt Securities which the Company may offer under this Prospectus will be issued under an Indenture dated as of July 20, 1994 (hereinafter referred to as the "INDENTURE"), between the Company and NationsBank of Georgia, National Association, as Trustee (the "TRUSTEE"). A copy of the Indenture has been filed as an exhibit to the Registration Statement. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indenture. Section references herein or in a Prospectus Supplement refer to such Sections in the Indenture, which Sections are incorporated herein or therein by reference. Terms used herein or in a Prospectus Supplement that are not otherwise defined herein or therein shall have the meanings given in the Indenture, which definitions are incorporated herein or therein by reference. The Debt Securities may be issued from time to time in one or more series. The particular terms of each series of Debt Securities offered pursuant to any Prospectus Supplement or Prospectus Supplements will be described in such Prospectus Supplement or Prospectus Supplements relating to such series. GENERAL The Indenture does not limit the aggregate amount of Debt Securities that may be issued thereunder, and Debt Securities may be issued thereunder from time to time in separate series, up to the aggregate amount from time to time authorized by the Company for each series. The Debt Securities will be unsecured obligations of the Company and will rank equally and ratably with other unsecured and unsubordinated indebtedness of the Company. The applicable Prospectus Supplement or Prospectus Supplements will describe the following terms of the series of Debt Securities ("OFFERED DEBT SECURITIES") in respect of which this Prospectus is being delivered: (1) the title of the Offered Debt Securities; (2) any limit on the aggregate principal amount of the Offered Debt Securities; (3) whether the Offered Debt Securities will be issued in whole or in part in global form and, if so, the name of the Depositary; (4) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Offered Debt Securities will be issued; (5) the date or dates on which the principal of the Offered Debt Securities is payable; (6) the rate or rates at which the Offered Debt Securities will bear interest, if any, and the date or dates from which any such interest will accrue; (7) the Interest Payment Dates on which any such interest on the Offered Debt Securities will be payable and the Regular Record Date with respect thereto; (8) the obligation, if any, of the Company to redeem or repay the Offered Debt Securities pursuant to any sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which the Offered Debt Securities shall be redeemed or repurchased, in whole or in part, pursuant to such obligations; (9) each office or agency where, subject to the terms of the Indenture as described below under "Payment and Paying Agents", the principal of and any premium and interest on the Offered Debt Securities will be payable and each office or agency where, subject to the terms of the Indenture as described under "Denominations; Registration of Transfers and Exchange", the Offered Debt Securities may be presented for registration of transfer or exchange; (10) the period or periods within which, the price or prices at which and the terms and conditions upon which the Offered Debt Securities may be redeemed, in whole or in part, at the option of the Company, or repaid at the option of the Holder, prior to Stated Maturity (in which case the Company intends to comply with the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act in connection therewith, if applicable) and, if so, the provisions related to such redemption or repayment including, in the case of an Original Issue Discount Security, the information necessary to determine the amount due upon redemption or repayment; (11) the denominations in which any Offered Debt Securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof; (12) if other than the principal amount thereof, the portion of the principal amount of Offered Debt Securities that shall be payable upon declaration of acceleration of the maturity thereof; (13) the application, if any, of either or both of the sections of the Indenture relating to defeasance to the Offered Debt Securities; (14) any other terms of the Offered Debt Securities not inconsistent with the provisions of the Indenture. Debt Securities may be issued as Original Issue Discount Securities to be sold at a substantial discount from their principal amount. Special federal income tax considerations applicable to Debt Securities issued at an original issue discount, including Original Issue Discount Securities, will be described in the Prospectus Supplement relating thereto. DENOMINATIONS; REGISTRATION OF TRANSFERS AND EXCHANGE Debt Securities of a given series will be issued only in fully registered form without coupons in denominations of $1,000 and integral multiples thereof, unless otherwise specified in the related Prospectus Supplement. (SECTION 302) 4 Debt Securities may be presented for registration of transfer or for exchange (duly endorsed or accompanied by a written instrument of transfer duly executed), at the office of the Security Registrar or at the office of any transfer agent designated by the Company for such purpose with respect to any series of Debt Securities and referred to in an applicable Prospectus Supplement, without service charge and upon payment of any taxes and other governmental charges as described in the Indenture. The Company has initially appointed the Trustee as Security Registrar. (SECTION 305) If a Prospectus Supplement refers to any transfer agents (in addition to the Security Registrar) initially designated by the Company with respect to any series of Debt Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that the Company will be required to maintain a transfer agent in each place where principal and any premium and interest in respect of any such series are payable. The Company may at any time designate additional transfer agents with respect to any series of Debt Securities. (SECTION 1002) In the event of any redemption of Debt Securities of any series, the Company will not be required to (i) issue, register the transfer of or exchange Debt Securities of such series during a period beginning at the opening of business 15 days before the mailing of a notice of redemption with respect to Debt Securities of the series to be redeemed and ending at the close of business on the day of such mailing, or (ii) register the transfer of or exchange any Debt Security, or portion thereof, called for redemption, except the unredeemed portion of any Debt Security being redeemed in part. (SECTION 305) PAYMENT AND PAYING AGENTS Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of and any premium and interest on Debt Securities will be made at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that at the option of the Company payment of any interest may be made by check mailed to the address of the Person entitled thereto as such address appears in the Security Register. Unless otherwise indicated in an applicable Prospectus Supplement, payment of any interest due on Debt Securities on any interest payment date will be made to the Person in whose name such Debt Security is registered at the close of business on the Regular Record Date for such interest. (SECTION 307) Unless otherwise indicated in an applicable Prospectus Supplement, the principal office of the Paying Agent in The City of New York will be designated as the Company's Paying Agent for payments with respect to Debt Securities. Any other Paying Agents initially designated by the Company for the Debt Securities will be named in an applicable Prospectus Supplement. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company will be required to maintain a Paying Agent in each place where principal and any premium or interest in respect of such series of Debt Securities are payable. (SECTION 1002) All moneys paid by the Company to the Trustee or a Paying Agent for the payment of principal of and any premium or interest on any Debt Security which remain unclaimed for two years after such principal, premium or interest has become due and payable may be paid to the Company and thereafter the holder of such Debt Security, as a general unsecured creditor, may look only to the Company for payment thereof. (SECTION 1003) GLOBAL SECURITIES The Debt Securities of a series may be issued in the form of one or more fully registered securities in global form (a "GLOBAL SECURITY") that will be deposited with, or on behalf of, a depositary (the "DEPOSITARY") identified in the Prospectus Supplement relating to such series. In such case, one or more Global Securities will be issued in a denomination or aggregate denominations in an amount equal to the aggregate principal amount of all outstanding Debt Securities of the series represented by such Global Security or Securities. Unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to the nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor Depository. (SECTION 305) The specific terms of the depositary arrangement with respect to a series of Debt Securities will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. Upon the issuance of a Global Security, and the deposit of such Global Security with or on behalf of the Depositary for such Global Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal 5 amounts of the individual Debt Securities represented by such Global Security to the accounts of institutions that have accounts with such Depositary or its nominee ("PARTICIPANTS"). Such accounts will be designated by the underwriters or agents for such Debt Securities or by the Company, if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial interests in such Global Security will be limited to participants or Persons that may hold interests through participants. Ownership of beneficial interests by participants in such Global Security will be shown on, and the transfer of the ownership interest will be effected only through, records maintained by the Depositary or its nominee for such Global Security. Ownership of beneficial interests in such Global Security by Persons that hold through participants will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by such participant. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the Depositary for a Global Security, or its nominee, is the registered owner or Holder of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the individual Debt Securities represented by such Global Security for all purposes under the Indenture. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have any of the individual Debt Securities of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the Holders thereof for any purposes under the Indenture. Accordingly, each Person owning a beneficial interest in such Global Security must rely on the procedures of the Depositary and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a Holder under the Indenture. The Indenture provides that the Depositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. (SECTION 104) The Company understands that under existing industry practices, if the Company requests any action of Holders or if an owner of a beneficial interest in such Global Security desires to give any notice or take any action that a Holder is entitled to give or take under the Indenture, the Depositary would authorize the participants to give such notice or take such action, and participants would authorize beneficial owners owning through such participants to give such notice or take such action or would otherwise act upon the instructions of beneficial owners owning through them. Principal, premium, if any, and interest payments on individual Debt Securities represented by a Global Security of a Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of a Global Security representing such Global Security. None of the Company, the Trustee or any Paying Agent for such Debt Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Security or Securities for such Debt Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (SECTION 308) The Company expects that the Depositary for a series of Debt Securities or its nominee, upon receipt of any payment of principal, premium or interest with respect to a definitive Global Security representing any of such Debt Securities, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of the Depositary or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such participants. If the Depositary for a series of Debt Securities is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue individual Debt Securities of such series in definitive form in exchange for the Global Security or Securities representing such series of Debt Securities. In addition, the Company may at any time and in its sole discretion, subject to any limitations described in the Prospectus Supplement relating to such Debt Securities, determine not to have the Debt Securities of a series represented by one or more Global Securities and, in such event, will issue individual Debt Securities of such series in definitive form in exchange for the Global Security or Securities representing such series of Debt Securities. (SECTION 305) Further, if the Company so specifies with respect to the Debt Securities of a series, an owner of a beneficial interest in a Global Security representing Debt Securities of such series may, on terms acceptable to the Company and the Depositary for such Global Security, receive Debt Securities of such series in definitive form. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to have Debt Securities of the series represented by such Global Security equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of such Debt Securities in definitive form. Debt Securities of such series so issued in definitive form will, except as set forth in the 6 applicable Prospectus Supplement, be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only without coupons. (SECTION 305) CERTAIN COVENANTS OF THE COMPANY CERTAIN DEFINITIONS APPLICABLE TO COVENANTS (SECTION 101): The term "Subsidiary" of the Company is defined as a corporation more than 50% of the voting stock of which is owned, directly or indirectly, by the Company and/or one or more Subsidiaries of the Company. The term "Restricted Subsidiary" is defined as a Subsidiary of the Company which (1) owned a Principal Property as of the date of the Indenture, or (2) acquired or acquires a Principal Property after such date from the Company or a Restricted Subsidiary other than for cash equal to such property's fair market value as determined by the Board of Directors of the Company, or (3) acquired or acquires a Principal Property after such date by purchase with funds substantially all of which are provided by the Company or a Restricted Subsidiary or with the proceeds of indebtedness for money borrowed, which indebtedness is guaranteed in whole or in part by the Company or a Restricted Subsidiary, or (4) is a party to any contract with respect to the bottling, canning, packaging or distribution of soft drinks or soft drink products, other than any such contract which in the opinion of the Board of Directors of the Company is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety. "Principal Property" is defined to mean any bottling, distribution or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, owned or leased by the Company or any Subsidiary, the gross book value of which (without deduction of any depreciation reserves) on the date as of which the determination is being made exceeds 3% of Consolidated Net Tangible Assets, other than any such facility which in the opinion of the Board of Directors of the Company is not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety. "Attributable Debt" is defined to mean the total net amount of rent required to be paid during the remaining term of certain leases, discounted at the rate per annum equal to the weighted average interest rate borne by the Debt Securities. "Consolidated Net Tangible Assets" is defined to mean the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting (1) all current liabilities, and (2) goodwill and like intangibles of the Company and its consolidated subsidiaries. RESTRICTIONS ON DEBT The Company (1) will not itself, and will not permit any Restricted Subsidiary, to incur or guarantee any evidence of any indebtedness for money borrowed ("DEBT") secured by a mortgage, pledge or lien ("MORTGAGE") on any Principal Property of the Company or any Restricted Subsidiary, or on any share of capital stock or Debt of any Restricted Subsidiary, without securing or causing such Restricted Subsidiary to secure the Debt Securities equally and ratably with (or, at the Company's option, prior to) such secured Debt, and (2) will not permit any Restricted Subsidiary to incur or guaranty any unsecured Debt or to issue any preferred stock, in each instance unless the aggregate amount of (A) all such Debt, (B) the aggregate preferential amount to which such preferred stock would be entitled on any involuntary distribution of assets and (C) all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and leaseback transactions involving Principal Properties (with the exception of such transactions which are excluded as described in "Restrictions on Sales and Leasebacks" below), would not exceed 10% of Consolidated Net Tangible Assets. The above restriction does not apply to, and there will be excluded from Debt in any computation under such restriction, (1) Debt secured by Mortgages on property of, or on any shares of capital stock or Debt of, any corporation, and unsecured Debt of any corporation, existing at the time such corporation becomes a Restricted Subsidiary, (2) Debt secured by Mortgages in favor of the Company or a Restricted Subsidiary and unsecured Debt payable to the Company or a Restricted Subsidiary, (3) Debt secured by Mortgages in favor of governmental bodies to secure progress or advance payments, (4) Debt secured by Mortgages on property, shares of capital stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or incurred within certain time limits to finance the acquisition thereof or construction thereon, (5) unsecured Debt incurred within certain time limits to finance the acquisition of property, shares of capital stock or Debt (other than shares of capital stock or Debt of the Company) or to finance construction on such property, (6) Debt secured by Mortgages securing industrial revenue bonds or (7) any extension, renewal or replacement of any Debt referred to in the foregoing clauses (1) through (6) inclusive. In addition, the above restriction does not apply to any issuance of preferred stock by a Restricted Subsidiary to the Company or another Restricted Subsidiary, provided that such preferred stock shall not thereafter be transferrable to any person other than the Company or a Restricted Subsidiary. (SECTION 1006) 7 RESTRICTIONS ON SALES AND LEASEBACKS Neither the Company nor any Restricted Subsidiary may enter into any sale and leaseback transaction involving any Principal Property, unless, after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Restricted Subsidiaries with respect to all such transactions plus all Debt to which SECTION 1006 is applicable (as described in "Restrictions on Debt" above) would not exceed 10% of Consolidated Net Tangible Assets. This restriction does not apply to, and there shall be excluded in any computation of Attributable Debt under such restriction, Attributable Debt with respect to any sale and leaseback transaction if (1) the lease is for a period of not in excess of three years, including renewal rights, (2) the sale or transfer of the Principal Property is made within a specified period after the later of its acquisition or construction, (3) the lease secures or relates to industrial revenue or pollution control bonds, (4) the transaction is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (5) the Company or a Restricted Subsidiary, within 180 days after the sale or transfer is completed, applies to the retirement of Funded Debt of the Company or a Restricted Subsidiary ranking on a parity with or senior to the Debt Securities, or to the purchase of other property which will constitute Principal Property of a value at least equal to the value of the Principal Property leased in such sale and leaseback transaction, an amount not less than the greater of (i) the net proceeds of the sale of the Principal Property so leased, or (ii) the fair market value of the Principal Property leased. In lieu of applying the proceeds of such sale to the retirement of Funded Debt, the Company may receive credit for (1) the principal amount of any Debt Securities (or other notes or debentures constituting Funded Debt of the Company or a Restricted Subsidiary) delivered within such 180-day period to the applicable trustee for retirement and cancellation, and (b) the principal amount of any other Funded Debt voluntarily retired within such 180-day period. (SECTION 1007) EVENTS OF DEFAULT AND REMEDIES The Indenture defines an "Event of Default" whenever used therein with respect to Debt Securities of any series as one or more of the following events: (1) default in the payment of interest, if any, on Debt Securities of such series for 30 days after becoming due; (2) default in the payment of principal of (or premium, if any, on) Debt Securities of such series when due; (3) default in the deposit of any sinking fund when and as due by the terms of Offered Debt Securities; (4) default in the performance of any other covenant for 90 days after notice; (5) certain events of bankruptcy, insolvency or reorganization; (6) a default under or the acceleration of the maturity date of any bond, debenture, note or other evidence of indebtedness of the Company or any Restricted Subsidiary (other than the Debt Securities of such series) or a default under any indenture or other instrument under which any such evidence of indebtedness has been issued or by which it is governed and the expiration of any applicable grace period specified in such evidence of indebtedness, indenture or other instrument, if the aggregate amount of indebtedness with respect to which such default or acceleration has occurred exceeds $1.0 million; and (7) any other Event of Default provided with respect to Debt Securities of such series. If any Event of Default described above shall occur and be continuing, then either the Trustee or the Holders of at least 25% in principal amount of the outstanding Debt Securities of that series may declare the principal amount (or, if any of the Offered Debt Securities are Original Issue Discount Securities, such portion of the principal amount of such Debt Securities as may be specified by the terms thereof) of all of the Offered Debt Securities to be due and payable immediately. (SECTIONS 501 AND 502) The Indenture provides that the Trustee, within 90 days after the occurrence of a default with respect to any series of Debt Securities, shall give to the Holders of Debt Securities of that series notice of all uncured defaults known to it (the term default to mean any events specified above which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Offered Debt Securities); provided that, except in the case of default in the payment of the principal of (or premium, if any) or interest on any Debt Securities or in the payment of any sinking fund installment with respect to the Offered Debt Securities, the Trustee shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interest of the Holders of Debt Securities. (SECTION 602) The Company is required to furnish to the Trustee annually a certificate by certain officers of the Company stating whether or not to the best of their knowledge the Company is in default in the fulfillment of its covenants under the Indenture and, if there has been a default in the fulfillment of any such covenant, specifying the nature and status of each such default. (SECTION 1005) The Holders of a majority in principal amount of the outstanding Offered Debt Securities (voting as one class) will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Offered Debt Securities, and to waive certain defaults. (SECTIONS 512 AND 513) 8 The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee shall exercise such of its rights and powers under the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (SECTION 601) Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of Debt Securities unless they shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (SECTION 603) CONSOLIDATION, MERGER AND SALE OF ASSETS The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any person unless (i) that person (including the successor corporation) is a corporation organized under the laws of the United States of America or any State or the District of Columbia; (ii) that person (including the successor corporation) assumes by supplemental Indenture all of the Company's obligations on Debt Securities outstanding at that time; and (iii) after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time, would become an Event of Default shall have occurred and be continuing. The Indenture further provides that no such consolidation or merger of the Company with or into any other corporation and no conveyance or transfer of all or substantially all of its property to any person may be made if, as a result thereof, any Principal Property of the Company or any Restricted Subsidiary would become subject to a Mortgage which is not expressly excluded from the restrictions or permitted by the provisions of SECTION 1006 (see "Restrictions on Debt") unless the Debt Securities are secured equally and ratably with (or, at the Company's option, prior to) the Debt secured by such Mortgage by a lien upon such Principal Property. (SECTION 801) DEFEASANCE The Prospectus Supplement will state whether any defeasance provision will apply to any Offered Debt Securities which are the subject thereof. The Indenture provides, if such provision is made applicable to the Debt Securities of any series pursuant to SECTION 301 of the Indenture, that the Company may elect either (A) to defease and be discharged from any and all obligations with respect to such Debt Securities (except for the obligation to register the transfer or exchange of such Debt Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office or agency in respect of the Debt Securities and to hold moneys for payment in trust) ("DEFEASANCE") or (B) to be released from its obligations with respect to such Debt Securities under SECTIONS 501(5), 1006 and 1007 of the Indenture (being the cross-default provisions described in clause (6) under "EVENTS OF DEFAULT AND REMEDIES" and the restrictions described under "Restrictions on Debt" and "Restrictions on Sales and Leasebacks", respectively) ("COVENANT DEFEASANCE"), upon the deposit with the Trustee (or other qualifying trustee), in trust for such purpose, of money and/or U.S. Government Obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of (and premium, if any) and interest, if any, on such Debt Securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor. In the case of defeasance, the Holders of such Debt Securities are entitled to receive payments in respect of such Debt Securities solely from such trust. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an opinion of counsel (as specified in the Indenture) to the effect that the Holders of such Debt Securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion, in the case of defeasance under clause (A) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the Indenture. The Prospectus Supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance with respect to the Debt Securities of a particular series. (ARTICLE THIRTEEN) MODIFICATION Modifications and amendments of the Indenture may be made by the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities issued under the Indenture which are affected by the modification or amendment (which Holders, in the case of a Global Security, shall be the Depositary appointed therefor), provided that no such modification or amendment may, without the consent of each Holder of such Debt Security affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any such Debt Security; (2) reduce the principal amount of (or premium, if any) or the interest, if any, on 9 any such Debt Security or the principal amount due upon acceleration of an Original Issue Discount Security; (3) change the place or currency of payment of principal (or premium, if any) or interest, if any, on any such Debt Security; (4) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Debt Security; (5) reduce the above-stated percentage of Holders of Debt Securities necessary to modify or amend the Indenture; or (6) modify the foregoing requirements or reduce the percentage of outstanding Debt Securities necessary to waive compliance with certain provisions of the Indenture or for waiver of certain defaults. (SECTION 902) THE TRUSTEE NationsBank of Georgia, National Association, is the Trustee under the Indenture. The Company may maintain deposit accounts and conduct other banking transactions with the Trustee in the normal course of the Company's business. DESCRIPTION OF PREFERRED STOCK Under the Company's Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION"), the Company's Board of Directors (without any further vote or action by the Company's stockholders) is authorized to provide for the issuance, in one or more series, of up to (i) 50,000 shares of Convertible Preferred Stock having a par value of $100.00 per share; (ii) 50,000 shares of Non-Convertible Preferred Stock having a par value of $100.00 per share; and (iii) 20,000,000 shares of Preferred Stock having a par value of $0.01 per share (collectively, the "PREFERRED STOCK"). The Board of Directors is authorized to fix the number of shares, the relative powers, preferences and rights, and the qualifications, limitations or restrictions applicable to each series thereof by resolution authorizing the issuance of such series. As of the date of this Prospectus, there were no shares of Preferred Stock issued and outstanding. The description below sets forth certain general terms and provisions of each of the three classes of the Company's Preferred Stock to which a Prospectus Supplement may relate. The specific terms of any series of Preferred Stock in respect of which this Prospectus is being delivered (the "OFFERED PREFERRED STOCK") will be described in the Prospectus Supplement relating to such Offered Preferred Stock. The following summaries of certain provisions governing the Company's preferred stock do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the Certificate of Incorporation and the certificate of designations relating to each particular series of Offered Preferred Stock which will be filed with the Commission (and incorporated by reference in the Registration Statement) in connection with such Offered Preferred Stock. If so indicated in the applicable Prospectus Supplement, the terms of any series of Offered Preferred Stock may differ from the terms set forth below, except those terms required by the Certificate of Incorporation. GENERAL The Offered Preferred Stock, when issued in accordance with the terms of the Certificate of Incorporation and of the applicable certificate of designations and as described in the applicable Prospectus Supplement, will be fully paid and non-assessable. To the extent not fixed in the Certificate of Incorporation, the relative rights, preferences, powers, qualifications, limitations or restrictions of the Offered Preferred Stock of any series will be as fixed by the Board of Directors pursuant to a certificate of designations relating to such series. The Prospectus Supplement relating to the Offered Preferred Stock of each such series shall specify the terms thereof, including: (1) The class, series title or designation and stated value (if any) for such Offered Preferred Stock; (2) The maximum number of shares of Offered Preferred Stock in such series, the liquidation preference per share and the offering price per share for such Offered Preferred Stock; (3) The dividend preferences and the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to such Offered Preferred Stock; (4) The date from which dividends on such Offered Preferred Stock will accumulate, if applicable, and whether dividends will be cumulative; (5) The provisions for a retirement or sinking fund, if any, with respect to such Offered Preferred Stock; (6) The provisions for redemption, if applicable, of such Offered Preferred Stock; 10 (7) The voting rights, if any, of shares of such Offered Preferred Stock; (8) Any listing of such Offered Preferred Stock for trading on any securities exchange or any authorization of such Offered Preferred Stock for quotation in an interdealer quotation system of a registered national securities association; (9) The terms and conditions, if applicable, upon which such Offered Preferred Stock will be convertible into, or exchangeable for, any other securities of the Company, including the title of any such securities and the conversion or exchange price therefor; (10) A discussion of federal income tax considerations applicable to such Offered Preferred Stock; and (11) Any other specific terms, preferences, rights, limitations or restrictions of such Offered Preferred Stock. Subject to the terms of the Certificate of Incorporation and to any limitations contained in the certificate of designations pertaining to any then-outstanding series of Preferred Stock, the Company may issue additional series of Preferred Stock at any time or from time to time, with such powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as the Board of Directors shall determine, all without further action of the stockholders, including the holders of any then-outstanding series of any class of Preferred Stock of the Company. DIVIDENDS Holders of any series of Offered Preferred Stock will be entitled to receive cash dividends when, as and if declared by the Board of Directors of the Company out of funds of the Company legally available therefor, at such rate and on such dates as will be set forth in the applicable Prospectus Supplement. Each dividend will be payable to holders of record as they appear on the stock books of the Company on the record date fixed by the Board of Directors. Dividends, if cumulative, will be cumulative from and after the date set forth in the applicable Prospectus Supplement. LIQUIDATION RIGHTS The Company's Certificate of Incorporation provides that, in the event of a liquidation or dissolution of the Company, or a winding up of its affairs, whether voluntary or involuntary, or in the event of a merger or consolidation of the Company, no distributions will be made to holders of any class of the Company's common stock until after payment or provision for payment of the debts or liabilities of the Company and any amounts to which holders of shares of any class of the Company's preferred stock shall be entitled. The applicable Prospectus Supplement will specify the amount and type of distributions to which the holders of any series of Offered Preferred Stock would be entitled upon the occurrence of any such event. REDEMPTION If so provided in the applicable Prospectus Supplement, the Offered Preferred Stock will be redeemable in whole or in part at the option of the Company, at the times, at the redemption prices and in accordance with any additional terms and conditions set forth therein. VOTING RIGHTS Except as indicated in the applicable Prospectus Supplement, or except as expressly required by applicable law, the holders of any series of Offered Preferred Stock will not be entitled to vote. CONVERSION The terms and conditions, if any, on which shares of the Offered Preferred Stock are convertible into any other class of the Company's securities will be set forth in the Prospectus Supplement relating thereto. Such terms will include the designation of the security into which such shares are convertible, the conversion price, the conversion period, provisions as to whether conversion will be at the option of the holder or the Company, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of the Offered Preferred Stock. In the case of conversion of the Offered Preferred Stock into Common Stock or into any other security of the Company for which there exists an established public trading market at the time of such conversion, such terms may include provisions under which the amount of such security to be received by the holders of the Offered Preferred Stock would be calculated according to the market price of such security as of a time stated in the Prospectus Supplement. 11 DESCRIPTION OF COMMON STOCK AND CLASS C COMMON STOCK GENERAL The Company may issue, separately or together with or upon the conversion of or in exchange for other Securities, Common Stock and/or Class C Common Stock, all as set forth in the accompanying Prospectus Supplement relating to any Common Stock or Preferred Stock in respect of which this Prospectus is being delivered. The following summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the following documents: (i) the Certificate of Incorporation; (ii) the Company's By-Laws, as amended to date (the "BY-LAWS"); and (iii) the certificate of designations filed by the Company with respect to shares of any series of Preferred Stock which may be issued subsequent to the date of this Prospectus (and as described in any applicable Prospectus Supplement). Copies of each of the Restated Certificate of Incorporation of the Company and the Bylaws of the Company, as amended, are filed as exhibits to the Registration Statement. In addition to the three classes of Preferred Stock described above, the authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock having a par value of $1.00 per share; (ii) 10,000,000 shares of Class B Common Stock having a par value of $1.00 per share; and (iii) 20,000,000 shares of Class C Common Stock having a par value of $1.00 per share. As of July 18, 1994, the Company had issued and outstanding: (i) 7,958,059 shares of Common Stock; (ii) options to purchase an aggregate of 250,000 shares of Common Stock, of which options to purchase an aggregate of 212,500 shares were currently exercisable; and (iii) 1,336,362 shares of Class B Common Stock. There are no outstanding shares of Class C Common Stock. The outstanding shares of Common Stock and Class B Common Stock are, and any shares of Common Stock or Class C Common Stock offered hereby will be, upon issuance and payment therefor in accordance with the Certificate of Incorporation and as described in the applicable Prospectus Supplement, fully paid and non-assessable. VOTING RIGHTS The Certificate of Incorporation provides that holders of Common Stock, Class B Common Stock and Class C Common Stock shall, except to the extent provided by law, vote together as a single voting group on any matters brought before the Company's shareholders. Holders of Common Stock are entitled to one (1) vote per share on all such matters, while holders of Class B Common Stock are entitled to twenty (20) votes per share on all such matters and holders of Class C Common Stock are entitled to one-twentieth ( 1/20) vote per share on all such matters. Neither Common Stock, Class B Common Stock nor Class C Common Stock possess any cumulative voting rights under the Certificate of Incorporation. Under the Certificate of Incorporation, the Company may not change the relative rights, preferences, privileges, restrictions, dividend rights, voting powers or other powers of the Common Stock, Class B Common Stock or Class C Common Stock without the affirmative vote of not less than two-thirds of all the votes entitled to be voted by the holders of each class of stock adversely affected thereby voting as a separate class; provided, however, that any proposed amendment to the Certificate of Incorporation which would increase the authorized number of shares of Common Stock, Class B Common Stock or Class C Common Stock would be subject to approval by a majority of all the votes entitled to be voted by holders of Common Stock, Class B Common Stock and Class C Common Stock, voting together as a single class. DIVIDENDS GENERAL. Subject to any prior rights of holders of any then-outstanding shares of Preferred Stock, and to the provisions regarding relative dividend rights discussed below, holders of all three classes of the Company's common stock are entitled to receive dividends when, as and if declared by the Company's Board of Directors out of funds legally available therefor. See also "DESCRIPTION OF PREFERRED STOCK -- Dividends". RELATIVE DIVIDEND RIGHTS. Holders of Class B Common Stock are entitled to receive such dividends, including stock dividends, if any, in such amounts and at such rates per share as may be declared by the Company's Board of Directors out of funds legally available therefor; provided, however, that any such dividends may not exceed any such dividends declared and paid to holders of Common Stock. Holders of Common Stock are entitled to receive such dividends, including stock dividends, if any, in such amounts and at such rates as may be declared by the Board of Directors out of funds legally available therefor, which may 12 exceed any such dividends declared and paid to holders of Class B Common Stock. A dividend of shares may be declared and paid in Common Stock to holders of Common Stock and in Class B Common Stock to holders of Class B Common Stock, if the number of shares paid per share to holders of Common Stock and Class B Common Stock are the same. Any dividends declared and paid on Common Stock and Class C Common Stock must be equal in amount or value and may exceed, but not be less than, any such dividends declared and paid to holders of Class B Common Stock. Dividends of shares of Common Stock may be paid to holders of Common Stock and Class C Common Stock only or to holders of all classes of the Company's common stock if the number of shares paid per share to such holders is the same. Similarly, dividends of shares of Class B Common Stock may be paid to holders of Common Stock and Class C Common Stock only or to holders of all classes of the Company's common stock if the number of shares paid per share to such holders is the same. Dividends of shares of Class C Common Stock may be paid to holders of Common Stock and Class C Common Stock only or to holders of all classes of the Company's common stock if the number of shares paid per share to such holders is the same. Additionally, a dividend of Common Stock may be paid to holders of Common Stock simultaneously with a dividend of Class B Common Stock to holders of Class B Common Stock and a dividend of Class C Common Stock to holders of Class C Common Stock, provided that the number of shares paid per share to holders of each such class is the same. If only shares of Class B Common Stock and Class C Common Stock are outstanding, then a dividend of shares of Class C Common Stock, Class B Common Stock or Common Stock may be declared and paid to holders of Class C Common Stock only or to holders of Class B Common Stock and Class C Common Stock if the number of shares paid per share to such holders is the same; provided that a dividend of shares of Class B Common Stock may be paid to holders of Class B Common Stock while holders of Class C Common Stock receive Common Stock or Class C Common Stock if the number of shares paid to such holders is the same. Additionally, if only shares of Class B Common Stock and Class C Common Stock are outstanding, a dividend of shares of Common Stock or Class B Common Stock may be declared and paid to holders of Class B Common Stock, provided that a dividend of shares of Common Stock or Class C Common Stock is declared and paid to holders of Class C Common Stock and the number of shares paid per share to such holders is the same. If only shares of Common Stock and Class C Common Stock are outstanding, then a dividend of shares of Common Stock, Class B Common Stock, or Class C Common Stock may be declared and paid to the holders of both Common Stock and Class C Common Stock; provided that the number of shares paid per share to such holders is the same. Additionally, if only shares of Common Stock and Class C Common Stock are outstanding, a dividend of Common Stock may be paid to holders of Common Stock and a dividend of Class C Common Stock paid to holders of Class C Common Stock if the number of shares paid per share to such holders is the same. PREEMPTIVE RIGHTS Except as may be otherwise stated in any applicable Prospectus Supplement, holders of the Common Stock, Class B Common Stock and Class C Common Stock do not have any preemptive or other rights to subscribe for additional shares of any class of the Company's capital stock. LIQUIDATION RIGHTS The Certificate of Incorporation provides that, in the event of any liquidation or dissolution of the Company, or a winding up of its affairs, whether voluntary or involuntary, or in the event of a merger or consolidation of the Company, no distributions will be made to holders of any class of the Company's common stock until after payment or provision for payment of the debts or liabilities of the Company and any amounts to which holders of shares of any then-outstanding class of Preferred Stock shall be entitled. After making such payments (or provisions therefor), holders of the Common Stock, Class B Common Stock and Class C Common Stock would be entitled to share ratably (I.E., an equal amount of assets for each share of such stock) in the distribution of the remaining assets of the Company. CONVERSION RIGHTS Except as stated otherwise in any applicable Prospectus Supplement, shares of Common Stock and Class C Common Stock do not possess any conversion rights. Shares of Class B Common Stock are convertible, at the option of the holder thereof and without the payment of any additional consideration to the Company, into shares of Common Stock on a one share for one share basis. Shares of Class B Common Stock are not convertible into shares of Class C Common Stock. 13 TRANSFERABILITY AND PUBLIC TRADING MARKET Except as stated otherwise in any applicable Prospectus Supplement, there are no restrictions on the transferability of shares of Common Stock, Class B Common Stock or Class C Common Stock. The Common Stock currently trades on The Nasdaq Stock Market (National Market) with the symbol "COKE". Neither the Class B Common Stock nor the Class C Common Stock is currently listed for trading on any securities exchange or authorized for quotation in an interdealer quotation system of a registered national securities association. OTHER FACTORS PROVISION REGARDING REDEMPTION OR CALL OF CLASS C COMMON STOCK. The Certificate of Incorporation specifically provides that shares of the Class C Common Stock shall not be made subject to any redemption or call by the Company. STOCK SPLITS AND REVERSE STOCK SPLITS. The Certificate of Incorporation provides that, except for dividends of the Company's stock, which are governed by the provisions described above, shares of Class B Common Stock outstanding at any time shall not be split up or subdivided, whether by stock distribution, reclassification, recapitalization, or otherwise, so as to increase the number of shares thereof issued and outstanding, unless at the same time the shares of Common Stock are split up or subdivided, whether by stock distribution, reclassification, recapitalization, or otherwise, so that the number of shares thereof outstanding shall be proportionately increased in order to maintain the same proportionate equity ownership (I.E., the same proportion of shares held by each class) between the holders of Common Stock and Class B Common Stock as existed on the record date of any such transaction. Except in the case of dividends of the Company's stock, the Certificate of Incorporation also provides that, if shares of Common Stock and Class B Common Stock outstanding at any time are split or subdivided, whether by stock distribution, reclassification, recapitalization, or otherwise, so as to increase the number of shares thereof issued and outstanding, then the shares of Class C Common Stock shall be split or subdivided, whether by stock distribution, reclassification, recapitalization, or otherwise, so that the number of shares thereof outstanding shall be proportionately increased in order to maintain the same proportionate equity ownership (I.E., the same proportion of shares held by each class) among the holders of Common Stock, Class B Common Stock, and Class C Common Stock as existed on the date prior to such split or subdivision. Similarly, if shares of Class C Common Stock shall be split or subdivided in any manner, then all other outstanding classes of the Company's common stock shall be proportionately split or subdivided. In the case of reverse splits, the Certificate of Incorporation provides that shares of Common Stock outstanding at any time shall not be reverse split or combined, whether by reclassification, recapitalization or otherwise, so as to decrease the number of shares thereof issued and outstanding, unless at the same time the shares of Class B Common Stock are reverse split or combined so that the number of shares thereof outstanding shall be proportionately decreased in order to maintain the same proportionate ownership between the holders of Common Stock and Class B Common Stock as existed on the record date of any such transaction. The Certificate of Incorporation also provides that if shares of Common Stock and Class B Common Stock outstanding at any time are reverse split or combined, whether by reclassification, recapitalization, or otherwise, so as to decrease the number of shares thereof issued and outstanding, then the shares of all other classes of the Company's common stock shall be reverse split or combined so that the number of shares thereof outstanding shall be proportionately decreased in order to maintain the same proportionate ownership (I.E., the same proportion of shares held by each class) between the holders of Common Stock, Class B Common Stock and Class C Common Stock as existed on the date prior to the reverse split or combination. Similarly, if shares of Class C Common Stock are reverse split or combined in any manner, all other outstanding classes of the Company's common stock shall be proportionately reverse split or combined. CLASSIFICATION OF BOARD OF DIRECTORS. The Company's Board of Directors is divided into three approximately equal classes, having staggered terms of office of three years each. The affirmative vote of the holders of not less than two thirds of all of the outstanding shares of Common Stock, Class B Common Stock and Class C Common Stock, voting together as a single class, is required for the approval of any amendment, alteration, change or repeal of such classification of the Company's Board. 14 PLAN OF DISTRIBUTION The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices (which may be changed from time to time), at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company may also offer and sell the Securities in exchange for one or more of its outstanding issues of debt or convertible debt securities, or in exchange for one or more classes of securities of other issuers in connection with business combination transactions. Each Prospectus Supplement will describe the method of distribution of the Securities offered therein. The Company may sell Securities in any of three ways: (i) through underwriters or dealers; (ii) through agents; or (iii) directly to one or more purchasers. The Prospectus Supplement with respect to a particular offering of Securities will set forth the terms of the offering of such Securities, including the name or names of any underwriters, dealers, or agents, the purchase price of such Securities, the proceeds to the Company from such sale, any delayed delivery arrangements, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such Securities may be listed. If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to a particular underwritten offering of the Securities will be named in the Prospectus Supplement relating to such offering, and if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement relating thereto, the obligations of the underwriters or agents to purchase a particular offering of Securities will be subject to conditions precedent, and the underwriters will be obligated to purchase all the particular Securities offered if any are purchased. If dealers are utilized in the sale of a particular offering of Securities with respect to which this Prospectus is delivered, the Company will sell such Securities to the dealers as principals. The dealers may then resell such Securities to the public at varying prices to be determined by such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in the Prospectus Supplement relating thereto. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Only underwriters named in a Prospectus Supplement will be deemed to be underwriters in connection with the Securities described therein. Firms not so named will have no direct or indirect participation in the underwriting of such Securities, although such a firm may participate in the distribution of such Securities under circumstances entitling it to a dealer's commission. It is anticipated that any underwriting agreement pertaining to any such Securities will (i) entitle the underwriters to indemnification by the Company against certain civil liabilities under the Securities Act or to contribution with respect to payments which the underwriters may be required to make in respect thereof, (ii) provide that the obligations of the underwriters will be subject to certain conditions precedent and (iii) provide that the underwriters generally will be obligated to purchase all such Securities if any are purchased. Securities also may be offered directly by the Company or through agents designated by the Company from time to time at fixed prices, which may be changed, or at varying prices determined at the time of sale. Any such agent will be named, and the terms of any such agency (including any commissions payable by the Company to such agent) will be set forth, in the Prospectus Supplement relating thereto. Unless otherwise indicated in such Prospectus Supplement, any such agent will act on a reasonable best efforts basis for the period of its appointment. Agents named in a Prospectus Supplement may be deemed to be underwriters (within the meaning of the Securities Act) of the Securities described therein and, under agreements which may be entered into with the Company, may be entitled to indemnification by the Company against certain civil liabilities under the Securities Act or to contribution with respect to payments which the agents may be required to make in respect thereof. If so indicated in a Prospectus Supplement, the Company will authorize underwriters or other agents of the Company to solicit offers by certain specified entities to purchase Securities from the Company pursuant to delayed delivery contracts providing for payment and delivery at a specified future date. The obligations of any purchaser under any such contract will not be subject to any conditions except those described in such Prospectus Supplement. Such Prospectus Supplement will set forth the commissions payable for solicitations of such contracts. 15 Underwriters and agents may from time to time purchase and sell Securities in the secondary market, but are not obligated to do so, and there can be no assurance that there will be a secondary market for the Securities or liquidity in the secondary market if one develops. From time to time, underwriters and agents may make a market in the Securities. A particular offering of Securities may or may not be listed on a national securities exchange. Underwriters and agents may engage in transactions with, or perform services for, the Company and its subsidiaries in the ordinary course of business. EXPERTS The consolidated financial statements and financial statement schedules incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Coca-Cola Bottling Co. Consolidated for the fiscal year ended January 2, 1994 have been so incorporated in reliance on the reports of Price Waterhouse, independent accountants, given on the authority of said firm as experts in accounting and auditing. Any financial statements and schedules hereafter incorporated by reference in the Registration Statement of which this prospectus is a part that have been audited and are the subject of a report by independent accountants will be so incorporated by reference in reliance upon such reports and upon the authority of such firms as experts in accounting and auditing to the extent covered by consents filed with the Commission. LEGAL OPINIONS Certain legal matters relating to the Securities offered hereby will be passed upon for the Company by Witt, Gaither & Whitaker, P.C., 1100 American National Bank Building, Chattanooga, Tennessee 37402, and for any underwriters or agents by Cravath, Swaine & Moore. John W. Murrey, III, a director of the Company, is a member of Witt, Gaither & Whitaker, P.C.. As of July 18, 1994, he beneficially owned, directly or indirectly, 500 shares of the Common Stock of the Company. John F. Henry, Jr., Secretary of the Company, is also a member of Witt, Gaither & Whitaker, P.C.. 16 PART II ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth those expenses to be incurred by the registrant, Coca-Cola Bottling Co. Consolidated (the "COMPANY"), in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All of the amounts shown are estimates, except the applicable Securities and Exchange Commission registration fee. SEC registration fee...................................................................... $137,931 Rating agency fees........................................................................ 150,000 Printing, engraving and postage expenses.................................................. 30,000 Legal fees................................................................................ 150,000 Accounting fees........................................................................... 50,000 Trustee's fees and expenses............................................................... 30,000 Blue Sky fees and expenses, including counsel fees........................................ 15,000 Miscellaneous expenses.................................................................... 15,000 Total................................................................................... $577,931
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Restated Certificate of Incorporation provides for indemnification of all persons that it may indemnify pursuant to Section 145 of the Delaware General Corporation Law ("SECTION 145"). Section 145 permits the Company to indemnify any person liable by reason of the fact that he is or is threatened to be or was a party to a threatened, pending or completed administrative, investigative, civil or criminal action, suit or proceeding (including an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another company or "other enterprise" against expenses, judgments, fines and amounts paid in settlement he actually and reasonably incurred in connection with such an action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the Company (and, in the case of a criminal action or proceeding, had no reason to believe his conduct was unlawful). In the case of an action by or in the right of the Company, indemnification is generally limited to attorneys' fees and other expenses and is not available with respect to any claim, issue or matter as to which the person was adjudged liable to the Company unless the court determines that he is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Expenses incurred by an officer or director in defending an action, suit or proceeding may be paid by the Company in advance of the final disposition of such an action, suit or proceeding if the officer or director agrees to repay such amount in the event it is determined that he was not entitled to it. Such expenses incurred by other employees or agents may be so paid upon such terms and conditions, if any, as the Board of Directors of the Company deems appropriate. In addition, Section 145 permits the Company to purchase and maintain insurance on behalf of any person who is or was an officer, director, employee or agent serving as described above whether or not the Company would have the power to indemnify such person under Section 145. The Company currently maintains such policies for its directors and officers. Constituent corporations and corporations resulting from consolidations and mergers may indemnify such persons to the extent they would have had the power to indemnify as separate entities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In addition, the Company's Restated Certificate of Incorporation contains a provision which eliminates, to the fullest extent permitted under Section 102(b)(7) of the Delaware General Corporation Law, the personal liability of the Company's directors. Section 102(b)(7) provides that a director's personal liability may not be eliminated: (i) for any matter in respect of which such director shall be liable under Section 174 of the Delaware General Corporation Law (relating to, among other things, willful or negligent payment of prohibited dividends); (ii) for any breach of his duty of loyalty to the Company or its stockholders; (iii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iv) for any transactions from which the director derived an improper personal benefit. II-1 Reference is made to Section 7 of the form of Underwriting Agreement (filed herewith as Exhibit 1) for certain provisions with respect to indemnification of certain officers and directors of the Company. ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION 1 Form of Underwriting Agreement (filed herewith) 3.1 Restated Certificate of Incorporation of the Company (filed herewith) 3.2 Bylaws of the Company, as amended (filed herewith) 4.1 Form of Indenture, dated as of July 20, 1994, between the Company and NationsBank of Georgia, National Association, as Trustee (filed herewith) 4.2 Form of fixed rate redeemable or non-redeemable Debt Security (to be filed by amendment or incorporated herein by reference) 4.3 Form of Certificate of Designations, Preferences, Rights and Limitations relating to Preferred Stock (to be filed by amendment or incorporated herein by reference) 4.4 Form of Preferred Stock Certificate (to be filed by amendment or incorporated herein by reference) 4.5 Form of Common Stock Certificate (filed herewith) 4.6 Form of Class C Common Stock Certificate (to be filed by amendment or incorporated herein by reference) 5 Opinion of Witt, Gaither & Whitaker, P.C. (filed herewith) 12 Computation of Ratio of Earnings to Fixed Charges and of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith) 23.1 Consent of Witt, Gaither & Whitaker, P.C. (included in Exhibit 5) 23.2 Consent of Price Waterhouse (filed herewith) 24 Power of Attorney (included in Signature page of this Registration Statement) 25 Form T-1 Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act of 1939 (filed herewith and separately bound)
ITEM 17. UNDERTAKINGS. I. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that the Registrant need not file a post-effective amendment to include the information required to be included by subsection (i) or (ii) above if such information is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by reference in the Registration Statement; and (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 III. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act ("ACT") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. IV. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina on July 20, 1994. COCA-COLA BOTTLING CO. CONSOLIDATED By: /s/ J. FRANK HARRISON, III J. FRANK HARRISON, III VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY AUTHORIZES AND APPOINTS JAMES L. MOORE, JR. AND J. FRANK HARRISON, III, AND EACH OF THEM, AS ATTORNEYS-IN-FACT, TO SIGN ON HIS BEHALF INDIVIDUALLY AND IN THE CAPACITY DESIGNATED BELOW, AND TO FILE, ANY AMENDMENTS, INCLUDING POST EFFECTIVE AMENDMENTS, TO THIS REGISTRATION STATEMENT.
SIGNATURE CAPACITY DATE /s/ J. FRANK HARRISON, JR. Chairman of the Board and Director July 20, 1994 J. FRANK HARRISON, JR. /s/ J. FRANK HARRISON, III Vice Chairman of the Board, Chief July 20, 1994 Executive Officer and Director J. FRANK HARRISON, III /s/ REID M. HENSON Vice Chairman of the Board and Director July 20, 1994 REID M. HENSON /s/ JAMES L. MOORE, JR. President, Chief Operating Officer and Director July 20, 1994 JAMES L. MOORE, JR. Director JOHN M. BELK /s/ H. W. MCKAY BELK Director July 20, 1994 H. W. MCKAY BELK Director H. REID JONES /s/ DAVID L. KENNEDY, JR. Director July 20, 1994 DAVID L. KENNEDY, JR. /s/ JOHN W. MURREY, III Director July 20, 1994 JOHN W. MURREY, III
II-4 Director HERBERT L. OAKES /s/ DAVID V. SINGER Vice President and Chief Financial Officer July 20, 1994 DAVID V. SINGER /s/ STEVEN D. WESTPHAL Vice President and Controller July 20, 1994 STEVEN D. WESTPHAL
II-5 EXHIBITS EXHIBIT INDEX
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NO. 1 Form of Underwriting Agreement (filed herewith) 3.1 Restated Certificate of Incorporation of the Company (filed herewith) 3.2 Bylaws of the Company, as amended (filed herewith) 4.1 Form of Indenture, dated as of July 20, 1994, between the Company and NationsBank of Georgia, National Association, as Trustee (filed herewith) 4.2 Form of fixed rate redeemable or non-redeemable Debt Security (to be filed by amendment or incorporated herein by reference) 4.3 Form of Certificate of Designations, Preferences, Rights and Limitations relating to Preferred Stock (to be filed by amendment or incorporated herein by reference) 4.4 Form of Preferred Stock Certificate (to be filed by amendment or incorporated herein by reference) 4.5 Form of Common Stock Certificate (filed herewith) 4.6 Form of Class C Common Stock Certificate (to be filed by amendment or incorporated herein by reference) 5 Opinion of Witt, Gaither & Whitaker, P.C. (filed herewith) 12 Computation of Ratio of Earnings to Fixed Charges and of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith) 23.1 Consent of Witt, Gaither & Whitaker, P.C. (included in Exhibit 5) 23.2 Consent of Price Waterhouse (filed herewith) 24 Power of Attorney (included in Signature page of this Registration Statement) 25 Form T-1 Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act of 1939 (filed herewith and separately bound)
*********************************************************************** APPENDIX *********************************************************************** On the Prospectus cover appearing on the left side of the page rotated, is the Redherring which reads: Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. On the Prospectus cover the Coca-Cola logo appears where indicated. On the first page of Exhibit 4.5 a logo of Coca-Cola appears with the following words in it: Enjoy Coca-Cola Trademark(Registration Mark) Also on the first page of Exhibit 4.5, the Coca-Cola logo appears twice as follows: Coca-Cola Bottling Co. A seal appears on the first page of Exhibit 4.5 with the following words: COCA-COLA BOTTLING CO. CONSOLIDATED CORPORATE SEAL The signature of John W. Murrey III appears on the first page of Exhibit 4.5 where indicated. The signature of James L. Moore appears on the first page of Exhibit 4.5 where indicated. On the right side of the first page of Exhibit 4.5 the following words are rotated 90 degrees to the right: Countersigned and Registered: FIRST UNION NATIONAL BANK OF NORTH CAROLINA (Charlotte, North Carolina) Transfer Agent By and Registrar Authorized Signature On the right side of the second page of Exhibit 4.5, the following words are rotated 90 degrees to the right: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever. On Exhibit 23.2 the signature of Price Waterhouse appears where noted.



                            Coca-Cola Bottling Co. Consolidated

                                       $400,000,000

                                  UNDERWRITING AGREEMENT


                                                         New York, New York
                                                         [Date]            


               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              , 1994, between the
               Company and                 , as trustee (the "Trustee");
               (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 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




                                                                          2



               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 registra-
                         tion statement, as so amended, has become effec-
                         tive.  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 Date.  The Company will next file



                                                                          3



                         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 supple-
                         ment 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 Pro-
                         spectus) 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 prospec-
                         tus, for registration under the Act of the offer-
                         ing 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 effective-
                         ness 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 Effec-
                         tive 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 supple-
                         ment or such amendment and form of final prospec-
                         tus supplement shall contain all Rule 430A Infor-
                         mation, together with all other such required
                         information, with respect to the Securities and
                         the offering thereof and, except to the extent the




                                                                          4


                         Representatives shall agree in writing to a
                         modification, shall be in all substantive respects
                         in the form furnished to you prior to the Execu-
                         tion 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 with
                    Rule 424(b) and on the Closing Date, the Final Pro-
                    spectus (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 neces-
                    sary 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 mate-
                    rial 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


                                                                          5



                    in the Registration Statement or the Final Prospectus
                    (or any supplement thereto).

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





                                                                          6


                    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 secu-
                    rities 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 state-
                    ment 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





                                                                          7



               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
               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 Secu-
               rities 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 prin-
               cipal amount of Securities to be purchased by all Under-
               writers shall be the aggregate principal amount forth in





                                                                          8



               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 reason-
               ably designate at least one business day in advance of the
               Closing Date and payment for the Securities shall be made at
               the office specified in Schedule I hereto.  Certificates for
               the Underwriter's Securities shall be registered in such
               names and in such denominations as the Representatives may
               request not less than three full business days in advance of
               the Closing Date.  

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


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

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





                                                                          9


                    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 supple-
                    ment 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 Repre-
                    sentatives (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 Regis-
                    tration Statement shall have been filed or become
                    effective, (iv) of any request by the Commission for
                    any amendment of the Registration Statement or supple-
                    ment 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 threaten-
                    ing 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 Securi-
                    ties for sale in any jurisdiction or the initiation or
                    threatening of any proceeding for such purpose.  The
                    Company will use its best efforts to prevent the
                    issuance of any such stop order and, if issued, to
                    obtain as soon as possible the withdrawal thereof.

                         (b)  If, at any time when a prospectus relating to
                    the Securities is required to be delivered under the
                    Act, any event occurs as a result of which the Final
                    Prospectus as then supplemented would include any
                    untrue statement of a material fact or omit to state
                    any material fact necessary to make the statements
                    therein in the light of the circumstances under which
                    they were made not misleading, or if it shall be neces-
                    sary 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






                                                                         10



                    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 Representa-
                    tives and counsel for the Underwriters, without charge,
                    copies of the Registration Statement (including exhib-
                    its 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 qualifica-
                    tion 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,  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 Sched-
                    ule 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





                                                                         11



                    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 Under-
               writers.  The obligations of the Underwriters to purchase
               the Underwriters' Securities shall be subject to the accu-
               racy 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





                                                                         12



                    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, Fayetteville 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"), 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 affiliate,
                            Piedmont Coca-Cola Bottling Partnership
                            ("Piedmont") is a general partnership 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




                                                                         13



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

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




                                                                         14



                            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





                                                                         15



                            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
                            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





                                                                         16



                            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
                            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 effec-
                            tiveness 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 Regis-
                            tration Statement contained any untrue statement
                            of a material fact or omitted to state any materi-
                            al fact required to be stated therein or necessary
                            to make the statements therein not misleading or



                                                                         17


                            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); 

                                 (xii) no consent, approval, authorization or
                           order of any court or governmental agency or body
                           is required for the consummation of the trans-
                           actions 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 transac-
                           tions 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




                                                                         18


                           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, Tennessee and North Carolina or the
                    United States, to the extent deemed proper and speci-
                    fied 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 Regis-
                    tration 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 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





                                                                         19


                    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 effective-
                         ness of the Registration Statement has been issued
                         and no proceedings for that purpose have been
                         instituted or, to the Company's knowledge, threat-
                         ened; and

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

                         (e)  At the Closing Date, 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 satis-
                    factory to the Representatives, confirming that they
                    are independent accountants within the meaning of the
                    Act and the Exchange Act and the respective applicable





                                                                         20


                    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 Ex-
                         change Act and the related published rules and
                         regulations;

                              (ii) on the basis of a reading of the latest
                         unaudited financial statements made available by
                         the Company and its subsidiaries; their limited
                         review in accordance with standards established by
                         the American Institute of Certified Public
                         Accountants under Statement of Auditing Standards
                         No. 71, of the unaudited interim financial
                         information of the Company and its subsidiaries;
                         carrying out certain specified procedures (but not
                         an examination in accordance with generally
                         accepted auditing standards) which would not
                         necessarily reveal matters of significance with
                         respect to the comments set forth in such letter;
                         a reading of the minutes of the meetings of the
                         stockholders, directors and the executive,
                         finance, audit, pension and compensation
                         committees of the Company and the Subsidiaries and
                         of the partnership proceedings of Piedmont; and
                         inquiries of certain officials of the Company and
                         Piedmont who have responsibility for financial and
                         accounting matters of the Company and its subsid-
                         iaries and of Piedmont as to transactions and
                         events subsequent to the date of the most recent



                                                                         21


                         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 state-
                              ments 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 Pro-
                              spectus 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 





                                                                         22



                              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 speci-
                         fied procedures as a result of which they deter-
                         mined that certain information of an accounting,
                         financial or statistical nature (which is limited
                         to accounting, financial or statistical informa-
                         tion 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




                                                                         23


                         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 Regula-
                         tion 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 para-
               graph (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




                                                                         24


                    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.  

                         (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 Sec-
               tion 5 shall not have been fulfilled in all material re-
               spects 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 Repre-
               sentatives 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





                                                                         25


               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
               jurisdiction) 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 Underwrit-
               er 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 other-
               wise, 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 in-
               curred, for any legal or other expenses reasonably incurred




                                                                         26



               by them in connection with investigating or defending any
               such loss, claim, damage, liability or action; provided,
               however, that 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.  This indemnity agree-
               ment will be in addition to any liability which the Company
               may otherwise have.  

                         (b)  Each Underwriter severally agrees to indem-
               nify 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 Under-
               writer, 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 state-
               ments 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 writ-
               ing 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




                                                                         27



               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 indemni-
               fying party shall not thereafter be responsible for the fees
               and expenses of any separate counsel retained by the indem-
               nified 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 indem-
               nified party in an action, the indemnified party shall have
               the right to employ separate counsel (including local
               counsel), and the indemnifying party shall bear the reason-
               able 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 indemni-
               fied 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 par-
               ties, 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 indemnifica-
               tion 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 indemni-
               fied 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





                                                                         28



               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 Securi-
               ties) be responsible for any amount in excess of the under-
               writing discount or commission applicable to the Securities
               purchased by such Underwriter hereunder.  If the allocation
               provided by the immediately preceding sentence is unavail-
               able 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 deduct-
               ing 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 Underwrit-
               ers agree that it would not be just and equitable if contri-
               bution 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 Sec-
               tion 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).





                                                                         29



                         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
               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





                                                                         30



               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 tele-
               graphed and confirmed to them, at the address specified in
               Schedule I hereto; or, if sent to the Company, will be
               mailed, delivered or telegraphed 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.




                                                                         31



                         If the foregoing is in accordance with your under-
               standing 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.

               By:  Salomon Brothers Inc
                    Citicorp Securities, Inc.

               By:
                  ...........................
                  Name:
                  Title:


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




                                        SCHEDULE I


                                       Common Stock

                                   Class C Common Stock

                                      Preferred Stock

                                Convertible Preferred Stock

                              Nonconvertible Preferred Stock


               Underwriting Agreement dated

               Registration Statement No. 33-

               Representative(s):

               Designation, Purchase Price and Description:

               Designation:

               Liquidation preference per share:

               Number of shares:

               Purchase price per share (include accrued dividends, if
               any):


               Other provisions:

               Over-allotment option:

               Other provisions of or Amendments to Underwriting Agreement:

               Deposit Agreement:  Terms and Conditions

               Purchased Securities Closing Date and Time:

               Delayed Delivery Arrangements:

                    Fee:

                    Minimum principal amount of each contract:


                                            I-1



                    Maximum aggregate principal amount of all contracts:

               Convertibility into Common Stock:

               Exchangeability into Debt Securities:





               Section 4(g) Listing upon notice of issuance on any national
               securities exchange or automated quotation system:



               Section 5(h) provisions:



               Modification of items to be covered by the letter from Price
               Waterhouse delivered pursuant to Section 5(e) at the
               Execution Time:

               Supplemental matters to be covered by the opinion of Witt,
               Gaither & Whitaker, P.C. to be delivered pursuant to
               Section 5(b):

                                            I-2



                                           Units


               Title and principal amount of Debt Securities or title and
               number of shares of Common Stock, Class C Common Stock,
               Preferred Stock, Convertible Preferred Stock, or
               Nonconvertible in one Unit:




               Purchase Price and currency:



               Section 4(g) Listing upon notice of issuance on any national
               securities exchange or automated quotation system:



               Detachable Date:



               Overallotment option:





               Other provisions:





               Section 5(h) provisions:



               Delayed Delivery:



                    [None]

                    [Underwriters' commission shall be __% of the principal

                    amount of Designated Securities for which Delayed

                                            I-3



                    Delivery Contracts have been entered into and the check

                    given in payment of such commission shall be drawn to

                    the order of _____________]



                    [Maximum aggregate principal amount of Designated

                    Securities to be offered and sold pursuant to Delayed

                    Delivery Contracts:  [$]_______________]



                    [Minimum principal amount of each Delayed Delivery

                    Contract:  [$]______________]



                                            I-4




                                    SCHEDULE II



                                 Delayed Delivery Contract


                                                                     [Date]


               [Insert name and address
                 of lead Representative]


               Dear Sirs:  

                         The undersigned hereby agrees to purchase from
               Coca-Cola Bottling Co. Consolidated, and the Company agrees
               to sell to the undersigned, on         , 19  , (the
               "Delivery Date"),        [principal amount] of the Company's
                                             (the "Securities") offered by
               the Company's Prospectus dated           , 1994, and related
               Prospectus Supplement dated           , 19  , receipt of a
               copy of which is hereby acknowledged, at a [purchase price
               of    % of the] [principal amount] [liquidation preference]
               [price per share] [thereof, plus] [accrued interest]
               [amortization of original issue discount], if any, thereon
               from           , 19  , to the date of payment and delivery,
               and on the further terms and conditions set forth in this
               contract.  

                         Payment for the Securities to be purchased by the
               undersigned shall be made on or before 11:00 AM, New York
               City time, on the Delivery Date to or upon the order of the
               Company in New York Clearing House (next day) funds, at your
               office or at such other place as shall be agreed between the
               Company and the undersigned, upon delivery to the under-
               signed of the Securities in definitive fully registered form
               and in such authorized denominations and registered in such
               names as the undersigned may request by written or tele-
               graphic communication addressed to the Company not less than
               five full business days prior to the Delivery Date.  If no
               request is received, the Securities will be registered in
               the name of the undersigned and issued in a denomination
               equal to the aggregate principal amount or number of
               Securities to be purchased by the undersigned on the
               Delivery Date.

                                  II-1


                         The obligation of the undersigned to take delivery
               of and make payment for Securities on the Delivery Date, and
               the obligation of the Company to sell and deliver Securities
               on the Delivery Date, shall be subject to the conditions
               (and neither party shall incur any liability by reason of
               the failure thereof) that (1) the purchase of Securities to
               be made by the undersigned, which purchase the undersigned
               represents is not prohibited on the date hereof, shall not
               on the Delivery Date be prohibited under the laws of the
               jurisdiction to which the undersigned is subject, and
               (2) the Company, on or before the Delivery Date, shall have
               sold to certain underwriters (the "Underwriters") such
               principal amount or number of Securities as is to be sold to
               them pursuant to the Underwriting Agreement referred to in
               the Prospectus and Prospectus Supplement mentioned above. 
               Promptly after completion of such sale to the Underwriters,
               the Company will mail or deliver to the undersigned at its
               address set forth below notice to such effect, accompanied
               by a copy of the opinion of counsel for the Company
               delivered to the Underwriters in connection therewith.  The
               obligation of the undersigned to take delivery of and make
               payment for the Securities, and the obligation of the
               Company to cause the Securities to be sold and delivered,
               shall not be affected by the failure of any purchaser to
               take delivery of and make payment for the Securities
               pursuant to other contracts similar to this contract.

                         This contract will inure to the benefit of and be
               binding upon the parties hereto and their respective succes-
               sors, but will not be assignable by either party hereto
               without the written consent of the other.  

                         It is understood that acceptance of this contract
               and other similar contracts is in the Company's sole discre-
               tion and, without limiting the foregoing, need not be on a
               first come, first served basis.  If this contract is
               acceptable to the Company, it is required that the Company
               sign the form of acceptance below and mail or deliver one of
               the counterparts hereof to the undersigned at its address
               set forth below.  This will become a binding contract
               between the Company and the undersigned, as of the date


                                   II-2


               first above written, when such counterpart is so mailed or
               delivered.

                         This agreement shall be governed by and construed
               in accordance with the laws of the State of New York.  


                                             Very truly yours,



                                             ..............................
                                                (Name of Purchaser)


                                         By
                                           ................................
                                           (Signature and Title of Officer)


                                         ..................................
                                                     (Address)


               Accepted:  


               Coca-Cola Bottling Co.
                 Consolidated

               By
                 ......................
                 Name:
                 Title:


                                    II-3


                                                                EXHIBIT 3.1

                        RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                         COCA-COLA BOTTLING CO. CONSOLIDATED
                                   _______________

                            Pursuant to Section 245 of the
                           Delaware General Corporation Law
                                   _______________



               Coca-Cola Bottling Co. Consolidated, a corporation organized
          and existing under and  by virtue of the General  Corporation Law
          of  the State of Delaware (the "Corporation"), does, by its Vice-
          Chairman  of the Board of  Directors and its  Secretary and under
          its corporate seal, hereby certify as follows:

               FIRST:    That  the name  of  the  Corporation is  Coca-Cola
                         Bottling Co. Consolidated.

               SECOND:   That the original Certificate of  Incorporation of
                         the Corporation was filed  by the Secretary of the
                         State of Delaware on April 8, 1980.

               THIRD:    That   the   restatement   of  the   Corporation's
                         Certificate of  Incorporation was duly  adopted by
                         the Corporation's Board of Directors in accordance
                         with   Section   245  of   the   Delaware  General
                         Corporation Law  and only restates  and integrates
                         and does  not further amend the  provisions of the
                         Corporation's  Certificate   of  Incorporation  as
                         theretofore amended  or supplemented and  there is
                         no  discrepancy between  those provisions  and the
                         provisions of this Restated Certificate.

               FOURTH:   That the text of the Certificate  of Incorporation
                         of  said  Coca-Cola Bottling  Co.  Consolidated is
                         hereby restated to read in full as follows:



                                             1


                        RESTATED CERTIFICATE OF INCORPORATION

                                          OF

                         COCA-COLA BOTTLING CO. CONSOLIDATED


                    FIRST.    The  name  of the  Corporation  is  Coca-Cola
          Bottling Co. Consolidated.

                    SECOND.   The address of  its registered office  in the
          State of  Delaware is Corporation  Trust Center, 1209  West Tenth
          Street,  in the  City of Wilmington,  County of New  Castle.  The
          name of its registered  agent at such address is  The Corporation
          Trust Company.

                    THIRD.   The nature of  the business or  purposes to be
          conducted or promoted is:

                    (a)    To  engage,  directly  and  indirectly,  in  the
          business of manufacturing, processing, distributing,  selling and
          advertising Coca-Cola,  other soft drink products,  and all types
          of  beverages, foods, and related  products, and to  own and hold
          the stock of other corporations.

                    (b)  To engage in any  other lawful act or activity for
          which corporations  may be  organized under the  Delaware General
          Corporation Law.

                    FOURTH.  

                    (a)    The total  number of  shares  of all  classes of
          capital stock which the Corporation shall have authority to issue
          is 80,100,000, consisting of:

                    (1)  30,000,000  shares of  Common Stock  having a  par
               value of $1.00 per share;

                    (2)  10,000,000 shares of Class B Common Stock having a
               par value of $1.00 per share;

                    (3)  20,000,000 shares of Class C Common Stock having a
               par value of $1.00 per share;

                    (4)  50,000  shares  of  Convertible   Preferred  Stock
               having a par value of $100.00 per share;

                    (5)  50,000 shares of  Non-Convertible Preferred  Stock
               having a par value of $100.00 per share; and

                    (6)  20,000,000 shares of Preferred Stock having a  par
               value of $0.01 per share.




                                  2



               All references herein to the term "preferred stock" shall be
          deemed to include the  Preferred Stock, the Convertible Preferred
          Stock and the Non-Convertible Preferred Stock.

                    (b)  The  holders of  Common Stock and  Class B  Common
          Stock shall have the same rights and privileges, except that:

                    (1)  The  holders of  Common Stock and  Class B  Common
               Stock  shall have  the right  to vote,  but not  as separate
               classes  except  to the  extent  required by  law,  upon all
               matters submitted to the stockholders of the Corporation for
               consideration  at  any  meeting  of  stockholders; provided,
               however,  that  (i) the  holders  of Common  Stock  shall be
               entitled  to one vote per share, and  the holders of Class B
               Common Stock  shall be  entitled to twenty  votes per  share
               with  respect to each  matter to be voted  upon, and (ii) in
               addition to any other vote  required by law, the Corporation
               may not alter or change,  either by increase, diminution  or
               otherwise,  the  relative  rights, preferences,  privileges,
               restrictions, dividend  rights, voting power or other powers
               given  to the  holders of  Common Stock  and Class  B Common
               Stock pursuant to this Article Fourth of this Certificate of
               Incorporation other than by the affirmative vote of not less
               than two-thirds of all the votes entitled to be voted by the
               holders  of each  class of  stock to  be  adversely affected
               thereby  voting  as  a   separate  class,  except  that  the
               Corporation  may  increase the  total  number  of shares  of
               Common Stock  or Class B Common Stock  that may be issued by
               the Corporation by the affirmative vote of a majority of all
               the  votes entitled  to be  voted by  the holders  of Common
               Stock  and Class  B  Common Stock  voting together,  without
               regard to class, as provided in subsection (i) above.

                    (2)(i)   No cash  dividend or  dividend of property  or
               stock, other than stock  of the Corporation as set  forth in
               subsection  2(iii)  below, may  be  declared  and paid,  per
               share, on the  Class B Common Stock unless a  dividend of an
               equal amount of cash or value of property  or stock has been
               declared and paid, per share, on the Common Stock.

                    (ii)  A dividend of cash, property or stock may be paid
               on the Common Stock  without an equal or any  dividend being
               paid on the Class B Common Stock.

                    (iii)  A dividend of shares of Common Stock may be paid
               to  holders  of Common  Stock only  or  the holders  of both
               Common  Stock  and Class  B Common  Stock  if the  number of
               shares paid per share to holders of Common Stock and Class B
               Common  Stock shall  be the  same; a  dividend of  shares of
               Class B Common Stock may be paid to holders of  Common Stock
               only or to holders  of both Common Stock and  Class B Common
               Stock if the number of shares  paid per share to holders  of
               Common Stock and Class B Common Stock shall be the same; and
               a  dividend of  shares may  be declared  and paid  in Common
               Stock to holders of Common Stock and in Class B Common Stock
               to holders of Class 

                                   3


               B Common Stock, if the number of  shares
               paid per share to holders of Common Stock and Class B Common
               Stock shall be the same.

                    (3)   From and after  October 1, 1986,  the outstanding
               shares of  Class B  Common Stock shall  be convertible  into
               fully  paid and nonassessable shares  of Common Stock at the
               option of the holders thereof on  a one share for one  share
               basis.   In  order  for a  stockholder  to effect  any  such
               conversion,  such stockholder  must furnish  the Corporation
               with a written notice  of the request for conversion,  which
               notice shall  be addressed  to the  principal office  of the
               Corporation  or to  the  Corporation's  designated  transfer
               agent,  shall state the number  of shares of  Class B Common
               Stock  to be converted into shares of Common Stock and shall
               be accompanied  by a certificate  or certificates,  properly
               endorsed  and ready  for transfer.   A  conversion shall  be
               deemed to  be made on the close of business of the date when
               the  Corporation  or   transfer  agent   has  received   the
               prescribed  written  notice   and  required  certificate  or
               certificates, properly endorsed and ready for transfer.

                    (4)   Except  as provided  in subsection  2(iii) above,
               shares of Class B Common Stock outstanding at any time shall
               not   be  split   up   or  subdivided,   whether  by   stock
               distribution,    reclassification,   recapitalization,    or
               otherwise,  so as to  increase the number  of shares thereof
               issued and outstanding unless at the same time the shares of
               Common Stock  are split up  or subdivided, whether  by stock
               distribution,    reclassification,   recapitalization,    or
               otherwise, so that the  number of shares thereof outstanding
               shall be proportionately increased  in order to maintain the
               same   proportionate  equity   ownership  (i.e.,   the  same
               proportion of shares held by each class) between the holders
               of Common Stock and Class  B Common Stock as existed  on the
               record date of the transaction.

                    (5)   Shares  of Common  Stock outstanding at  any time
               shall  not   be  reverse  split  or   combined,  whether  by
               reclassification,  recapitalization or  otherwise, so  as to
               decrease the number of shares thereof issued and outstanding
               unless at the  same time the shares of Class  B Common Stock
               are reverse split or  combined so that the number  of shares
               thereof  outstanding shall  be proportionately  decreased in
               order to  maintain the same proportionate  ownership between
               the  holders of  Common Stock  and Class  B Common  Stock as
               existed on the record date of the transaction.

                    (6)   In the event  of a liquidation  or dissolution of
               the Corporation,  or a winding  up of  its affairs,  whether
               voluntary or  involuntary, or  a merger or  consolidation of
               the Corporation,  after payment or provision  for payment of
               the debts or liabilities of  the Corporation and the amounts
               to which holders of the  preferred stock shall be  entitled,
               holders  of Common Stock and  Class B Common  Stock shall be
               entitled to  share ratably (i.e., an equal  amount of assets
               for  
                                   4



               each share  of either  Common Stock  or Class  B Common
               Stock) in the remaining assets of the Corporation.

                    (c)  The holders of Class C Common Stock shall have the
          same  rights and  privileges as  holders  of Common  Stock except
          that:

                    (i)  The holders of Class C Common Stock shall have the
               right to vote,  but not as  a separate  class except to  the
               extent required  by law, upon  all matters submitted  to the
               stockholders  of  the Corporation  for consideration  at any
               meeting of stockholders; provided, however, that the holders
               of Class C Common Stock shall be entitled to 1/20th vote per
               share with respect to each matter to be voted upon;

                    (ii)  If any  cash dividend or dividend of  property or
               stock, other than stock of  the Corporation as provided  for
               in subsection  (c)(iii) below,  shall be declared  and paid,
               per share, on the Common Stock,  then a dividend of an equal
               amount  of cash  or  value of  property  or stock  shall  be
               declared and paid, per  share, on the Class C  Common Stock;
               and no cash dividend or dividend of property or stock, other
               than stock as provided for in subsection (c)(iii) below, may
               be declared and paid, per share, on the Class C Common Stock
               unless a  dividend of an  equal amount  of cash or  value of
               property  or stock has been declared and paid, per share, on
               the  Common Stock; and provided that if any cash dividend or
               dividend of property or stock, other than as provided for in
               subsection (c)(iii)  below, shall be declared  and paid, per
               share, on  the Class B Common  Stock, then a dividend  of an
               equal  or greater  amount of  cash or  value of  property or
               stock shall be declared and paid, per share, on  the Class C
               Common Stock;

                    (iii)  If any dividend of shares of any class of common
               stock is paid  to holders of Common Stock, or  to holders of
               Class  B Common Stock  in the event that  there is no Common
               Stock outstanding, then an equal  dividend of shares of such
               common  stock shall  be paid  to holders  of Class  C Common
               Stock; provided, however, that if any dividend of  shares of
               Common Stock is declared and paid to holders of Common Stock
               and  (in  the  event that  there  is  Class  B Common  Stock
               outstanding) in Class B  Common Stock to holders of  Class B
               Common  Stock, then an equal  dividend of shares  of Class C
               Common  Stock shall  be paid  to holders  of Class  C Common
               Stock and if any  dividend of shares of Class C Common Stock
               is declared and paid to holders of Class B Common Stock then
               an equal dividend of shares of Class C Common Stock shall be
               declared and paid  to holders  of Common Stock  and Class  C
               Common  Stock; and provided  further that if  only shares of
               Class   B  Common  Stock  and   Class  C  Common  Stock  are
               outstanding  and a  dividend of  shares of  Common Stock  or
               Class B Common  Stock is paid to  holders of Class B  Common
               Stock,  then an equal dividend  of shares of  Class C Common
               Stock or Common Stock  shall be paid  to holders of Class  C
               Common Stock;

                                   5


                    (iv)  Except as  provided in subsection (c)(iii) above,
               if  shares  of  Common  Stock  and  Class  B   Common  Stock
               outstanding  at any time are split or subdivided, whether by
               stock  distribution, reclassification,  recapitalization, or
               otherwise, so  as to increase  the number of  shares thereof
               issued  and outstanding, then  the shares of  Class C Common
               Stock  shall  be  split  or  subdivided,  whether  by  stock
               distribution,    reclassification,   recapitalization,    or
               otherwise, so that the  number of shares thereof outstanding
               shall be proportionately increased  in order to maintain the
               same   proportionate  equity   ownership  (i.e.,   the  same
               proportion of shares  held by each class) among  the holders
               of  Common Stock, Class B  Common Stock, and  Class C Common
               Stock  as existed  on  the  date  prior  to  such  split  or
               subdivision; similarly,  if shares  of Class C  Common Stock
               shall be split or  subdivided in any manner, then  all other
               outstanding classes of common stock shall be proportionately
               split or subdivided;

                    (v)  If shares of Common Stock and Class B Common Stock
               outstanding  at  any time  are  reverse  split or  combined,
               whether by reclassification, recapitalization, or otherwise,
               so  as to decrease the  number of shares  thereof issued and
               outstanding, then the shares of all other  classes of common
               stock  shall be reverse split or combined so that the number
               of  shares  thereof  outstanding  shall  be  proportionately
               decreased  in  order  to  maintain  the  same  proportionate
               ownership (i.e., the same proportion of  shares held by each
               class)  between the holders of Common  Stock, Class B Common
               Stock, and Class C Common Stock as existed on the date prior
               to the reverse split or combination; similarly, if shares of
               Class  C Common Stock are  reverse split or  combined in any
               manner, all other outstanding  classes of common stock shall
               be proportionately reverse split or combined;

                    (vi)  In the  event of a liquidation or  dissolution of
               the Corporation, or  a winding  up of  its affairs,  whether
               voluntary or  involuntary, or  a merger or  consolidation of
               the Corporation,  after payment or provision  for payment of
               the  debts or  liabilities  of the  Corporation, holders  of
               Class C Common Stock shall be entitled to share  pro rata in
               the remaining assets of the Corporation with  the holders of
               all other outstanding classes of common stock.

                    (d)  The  Class C Common Stock shall not  be subject to
          redemption  or call by the  Corporation nor shall  the holders of
          such  shares be entitled to preemptive rights with respect to the
          issuance of  additional shares  of Common Stock,  Class B  Common
          Stock or Class C Common stock.

                    (e)   The Board  of Directors is  expressly authorized,
          subject  to the limitations prescribed by law, to provide for the
          issuance  of the  preferred  stock  in  series,  and  to  fix  by
          resolution or resolutions providing  for the issue of any  series
          the number of shares included in such series and the designation,
          relative  
                                   6



          powers, preferences and rights, and the qualifications,
          limitations or restrictions thereof.

                    SEVENTH.  

                    (a)  The number of  directors of the Corporation  shall
          be determined from time to time by  the stockholders or the Board
          of Directors  and shall be not  less than nine and  not more than
          twelve.    The Board  of Directors  shall  be divided  into three
          classes, each  class to be as nearly equal in number as possible.
          The  successors of  the  directors whose  terms expire  each year
          shall be elected to hold  office for the term of three  years, so
          that the term of office of one class of directors shall expire in
          each year.   The directors need not  be elected by written ballot
          unless required by the By-Laws of the Corporation.

                    (b)  Directors may be removed from office, prior to the
          expiration  of their  term,  only  for  cause  and  only  by  the
          affirmative vote  of the holders  of not less than  a majority of
          all the shares of stock outstanding and entitled to vote for  the
          election of directors.

                    (c)  Vacancies  and newly-created directorships may  be
          filled  by a majority of  the directors then  in office, although
          less  than a  quorum, or by  a sole  remaining director,  to hold
          office  until the  next  election of  the  class for  which  such
          directors  shall have  been  chosen, and  until their  successors
          shall be elected and qualified.

                    EIGHTH.   The Corporation reserves the  right to amend,
          alter,  change   or  repeal  any  provision   contained  in  this
          Certificate  of Incorporation,  in  the manner  now or  hereafter
          prescribed by statute, and all rights conferred upon stockholders
          herein are granted subject  to this reservation.  Notwithstanding
          any other provision of  this Certificate of Incorporation or  the
          By-Laws of the  Corporation (and  in addition to  any other  vote
          that may be required by law, this Certificate of Incorporation or
          the  By-Laws of  this  Corporation) the  affirmative vote  of the
          holders of  not less than two  thirds of all the  shares of stock
          outstanding and  entitled to  vote therein  shall be required  to
          amend, alter,  change or repeal  this Article EIGHTH  and Article
          SEVENTH of this Certificate of Incorporation.

                    NINTH.   No action  may be  taken  by the  stockholders
          without a meeting unless written consent to such action is signed
          by  the holders  of  all the  outstanding  capital stock  of  the
          Corporation entitled to vote on such action.

                    TENTH.   Except as  herein otherwise provided,  the By-
          Laws of  the Corporation may be  amended or repealed and  new By-
          Laws may  be adopted by the affirmative vote of a majority of the
          number of directors fixed by this Certificate of Incorporation at
          any regular or special  meeting of the  Board of Directors or  by
          action without meeting by  written consent as provided under  the
          Delaware  General 
                                   7



          Corporation  Law,  provided that  the Board  of
          Directors shall have no power to adopt a By-Law:

                    (a)  Requiring the  holders of more than a  majority of
          the  shares having voting power  to be present  or represented by
          proxy at any meeting in order to constitute a quorum or requiring
          more than  a majority of the votes cast  in person or by proxy to
          be necessary for  the transaction of  any business, except  where
          higher percentages are required by law or by some other provision
          of this Certificate of Incorporation.

                    (b)   Providing for  the management of  the Corporation
          otherwise than  by  the  Board  of  Directors  or  its  Executive
          Committee.

                    (c)  Amending, altering,  changing or repealing any By-
          Law  specified in the By-Laws  of the Corporation  as requiring a
          vote of the stockholders for such action.

                    ELEVENTH.   No  director  or the  Corporation shall  be
          liable  to  the  Corporation  or its  stockholders  for  monetary
          damages for breach of fiduciary duty as a director, provided that
          such  provision shall not eliminate  or limit the  liability of a
          director (a) for any breach of  the director's duty of loyalty to
          the  Corporation or its  stockholders, (b) for  acts or omissions
          not  in good faith or  which involve intentional  misconduct or a
          knowing violation of law, (c) under section 174 of Title 8 of the
          Delaware Code, or (d) for any transaction from which the director
          derived an improper personal  benefit.  This provision  shall not
          eliminate or limit  the liability of  a director  for any act  or
          omission occurring prior to the date that it becomes effective.

               IN WITNESS WHEREOF, Coca-Cola Bottling Co.  Consolidated has
          caused  its  corporate  seal  to  be  hereunto affixed  and  this
          Certificate to be  signed by  J. Frank Harrison,  III, its  Vice-
          Chairman of the Board of  Directors, and John F. Henry, Jr.,  its
          Secretary, this  6th  day of May, 1994.


                                              /s/ J. Frank Harrison, III 
                                             J. Frank Harrison, III
                                             Vice-Chairman of
                                                  the Board of Directors


          ATTEST:


           /s/ John F. Henry, Jr.          
          John F. Henry, Jr.
          Secretary


                                   8



                                                                EXHIBIT 3.2

                                        BYLAWS
                                          OF
                         COCA-COLA BOTTLING CO. CONSOLIDATED

                                      ARTICLE I

                                       OFFICES

               SECTION 1.  Principal  Office.  The principal office  of the
          Corporation shall  be located  at Charlotte, North  Carolina, and
          the  address of the registered  office of the  Corporation in the
          State of Delaware and  the name of the  registered agent at  such
          address   shall  be  as  specified  in  the  Certificate  of  In-
          corporation.

               SECTION 2.  Other Offices.  The Corporation may have offices
          at  such  other places,  either within  or  without the  State of
          Delaware  as the  Board  of  Directors  may  from  time  to  time
          determine, or as the affairs of the Corporation may require.

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

               SECTION  1.   Place  of  Meetings.    All  meetings  of  the
          stockholders  shall  be  held  at  the  principal  office  of the
          Corporation, or at such other place, either within or without the
          State of Delaware,  as shall be designated  in the notice  of the
          meeting or agreed upon by a majority of the stockholders entitled
          to, vote thereat.

               SECTION 2.   Annual Meetings.   The annual  meetings of  the
          stockholders  shall  be  held  within or  without  the  State  of
          Delaware  at  such time  as may  be  determined by  the  Board of
          Directors.   Such  meetings  shall be  held  for the  purpose  of
          electing directors  of the Corporation and for the transaction of
          such  other  business  as  may be  properly  brought  before  the
          meeting.

               SECTION 3.    Special Meetings.    Special meetings  of  the
          stockholders may be  called at any  time by  the Chairman of  the
          Board,  Vice-Chairman,  President,  Secretary  or  the  Board  of
          Directors  of the Corporation  or by any  stockholder pursuant to
          the written request  of the  holders of not  less than  one-tenth
          (1/10th) of all the shares entitled to vote at the meeting.

               SECTION 4.  Notice  of Meetings.  Written or  printed notice
          stating the time and place of the meeting shall be  delivered not
          less than  ten (10) nor more than fifty (50) days before the date
          thereof, either personally  or by mail, by or at the direction of
          the President, the Secretary or other person calling the meeting,
          to each stockholder of record entitled to vote at such meeting.

               In the case of an annual meeting, the notice of meeting need
          not  specifically state  the business  to be  transacted thereat,
          unless it is a matter, other  than the election of directors,  on
          which the vote of  the stockholders is expressly required  by the
          provisions  of the Delaware General Corporation Law.  In the case
          of a  special meeting, the  notice of meeting  shall specifically
          state the purpose or purposes for which the meeting is called.

                                 1


                                                                EXHIBIT 3.2


               When a meeting is adjourned for thirty (30) days or more, or
          if  after the  adjournment a  new record  date is  fixed for  the
          adjourned meeting, notice of the adjourned meeting shall be given
          as  in the  case  of an  original  meeting.   When  a meeting  is
          adjourned  for less than thirty (30) days in any one adjournment,
          it is not necessary to give notice of the adjourned meeting other
          than by announcement at  the meeting at which the  adjournment is
          taken.

               SECTION  5.  Voting  Lists.  At  least ten (10)  days before
          each meeting of  stockholders, the  Secretary of  the Corporation
          shall prepare  an alphabetical list of  the stockholders entitled
          to vote at such meeting, with the address of and number of shares
          held by  each, which list shall be kept on file at the registered
          office of the Corporation for a period of ten (10)  days prior to
          such  meeting  and  shall   be  subject  to  inspection  by   any
          stockholder at any  time during the usual  business hours, either
          at a place within the city where the meeting is to be held, which
          place shall be specified in the notice of the meeting, or, if not
          so specified, at the place where the meeting is to be held.  This
          list  shall also be produced and kept  open at the time and place
          of  the meeting  and  shall  be  subject  to  inspection  by  any
          stockholder present during the whole time of the meeting.

               SECTION 6.  Quorum.  The holders of a majority of the shares
          entitled  to  vote, represented  in  person  or by  proxy,  shall
          constitute  a quorum at meetings of stockholders.  If there is no
          quorum  at the opening of a meeting of stockholders, such meeting
          may be adjourned from  time to time by the vote of  a majority of
          the shares voting on the motion to adjourn; and, at any adjourned
          meeting  at  which  a quorum  is  present,  any  business may  be
          transacted  which  might have  been  transacted  at the  original
          meeting.

               The stockholders at a  meeting at which a quorum  is present
          may  continue to do  business until  adjournment, notwithstanding
          the withdrawal  of  enough  stockholders  to leave  less  than  a
          quorum.

               SECTION 7.  Voting of Shares.  Each outstanding share having
          voting rights shall  be entitled to  one (1)  vote on each matter
          submitted to a vote at a meeting of stockholders.

               The vote of a majority of  the shares voted on any matter at
          a meeting  of stockholders at which a  quorum is present shall be
          the act of the stockholders on that matter, unless the  vote of a
          greater  number  is  required  by  law,  by  the  Certificate  of
          Incorporation or these Bylaws.

               Voting on all matters except the election of directors shall
          be by  voice vote or  by a show of  hands, unless the  holders of
          one-tenth (1/10) of the shares represented  at the meeting shall,
          prior to the  voting on any matter, demand a  ballot vote on that
          particular matter.

               SECTION 8.   Informal  Action By  Stockholders.   Any action
          which may  be taken at a meeting of the stockholders may be taken
          without a meeting,  if a  consent in writing,  setting forth  the
          action so taken, shall be signed  by all of the persons who would
          be entitled  to vote upon such action at a meeting and filed with
          the Secretary of  the Corporation,  to be kept  in the  Corporate
          minute book.


                                 2


                                     ARTICLE III

                                      DIRECTORS

               SECTION 1.  General Powers.  The business and affairs of the
          Corporation shall be managed by the Board of Directors or by such
          Executive Committees as the Board may establish pursuant to these
          Bylaws.

               SECTION 2.  Number.  Term and  Qualification.  The number of
          directors  of the  Corporation shall  be determined from  time to
          time by the  stockholders or the Board of  Directors and shall be
          not less  than nine  and  not more  than twelve.    The Board  of
          Directors shall be divided  into three classes, each class  to be
          as nearly  equal in number  as possible.   The successors  of the
          directors whose terms expire  each year shall be elected  to hold
          office for the term of three years, so that the term of office of
          one class of directors shall expire in each year.  Directors need
          not be residents  of the State of Delaware or stockholders of the
          Corporation.  (Adopted May 15, 1986)


               SECTION  3.  Election of  Directors.  Except  as provided in
          Section 5  of this Article, the directors shall be elected at the
          annual meeting of stockholders; and those persons who receive the
          highest number of votes shall be deemed to have been elected.  If
          any  stockholder so demands,  election of  directors shall  be by
          written ballot.

               SECTION 4.  Removal.   Directors may be removed  from office
          only for  cause by a vote  of stockholders holding a  majority of
          the shares entitled to vote at  an election of directors.  If any
          directors are so  removed, new  directors may be  elected at  the
          same meeting.

               SECTION  5.     Vacancies.    Vacancies   and  newly-created
          directorships may be filled by a  majority  of the directors then
          in  office, although less  than a quorum, or  by a sole remaining
          director, to hold office until the next election of the class for
          which such directors shall have been chosen, and until their suc-
          cessors shall be elected and qualified.

               SECTION 6.    Compensation.   The  Board  of  Directors  may
          compensate directors for  their services as such  and may provide
          for  the  payment  of  all  expenses  incurred  by  directors  in
          attending regular or special meetings of the Board.

               SECTION  7.  Executive and  Other Committees.   The Board of
          Directors  may, by resolution adopted by a majority of the number
          of directors fixed  by these  Bylaws, designate two  (2) or  more
          directors to constitute an Executive Committee, which  committee,
          to the extent  provided in  such resolution, shall  have and  may
          exercise  all of  the  powers  and  authority  of  the  Board  of
          Directors  in the management of  the business and  affairs of the
          Corporation.  The  Board of Directors may,  by resolution adopted
          by a majority  of the number of directors fixed  by these Bylaws,
          from time to time  designate other committees of the  Board, with
          such  lawfully delegable powers and duties as it thereby confers,
          to  serve at  the  pleasure of  the  Board and  shall,  for those
          committees,  elect a director or directors to serve as the member
          or  members,  designating,  if  it desires,  other  directors  as
          alternative members  who may  replace any absent  or disqualified
          member at any meeting of the committee.

               SECTION 8.  Indemnification of Directors  and Officers.  The
          corporation shall  indemnify to  the fullest extent  permitted by
          law any  person made, or  threatened to  be made, a  party to  an
          action,  suit, or 
                                3



          proceeding  by reason of the  fact that he, his
          testator  or intestate  is or was  a director  or officer  of the
          Corporation,  or serves or  served any  other corporation  at the
          request of  the Corporation.  (Adopted  February 11,  1987)   The
          Corporation  may,  but  shall   not  be  obligated  to,  maintain
          insurance  at its expense to  protect itself and  any such person
          against expense or  loss arising  from any such  action, suit  or
          proceeding.

               The indemnification provided by  this Section shall apply to
          acts and transactions occurring heretofore or hereafter and shall
          not  be deemed  exclusive  of any  other  rights to  which  those
          seeking   indemnification   are  entitled   under   any  statute,
          certificate or articles of incorporation, bylaws, agreement, vote
          of stockholders or directors  or otherwise, both as to  action in
          his  official capacity and as to action in another capacity while
          holding such office,  and shall continue as  to a person who  has
          ceased  to be  an  officer or  director  and shall  inure to  the
          benefit  of the  heirs, executors  and administrators  of  such a
          person.

                                      ARTICLE IV

                                MEETINGS OF DIRECTORS

               SECTION  1.   Regular Meetings.   A  regular meeting  of the
          Board of Directors  shall be held  immediately after,  and at the
          same  place as, the annual meeting of stockholders.  In addition,
          the Board of Directors  may provide, by resolution, the  time and
          place,  either within or without  the State of  Delaware, for the
          holding of additional regular meetings.

               SECTION 2.  Special Meetings.  Special meetings of the Board
          of  Directors may be called by or  at the request of the Chairman
          of the  Board, the  President  or any  two (2)  directors.   Such
          meetings  may be  held  either within  or  without the  State  of
          Delaware.

               SECTION 3.   Notice of  Meetings.  Regular  meetings of  the
          Board of Directors may be held without notice.

               The person or persons calling a special meeting of the Board
          of Directors shall,  at least  two (2) days  before the  meeting,
          give  notice thereof by any  usual means of  communication.  Such
          notice  need not  specify the  purpose for  which the  meeting is
          called.

               Attendance  by a  director at a  meeting shall  constitute a
          waiver of notice of such meeting, except where a director attends
          a  meeting for the express purpose of objecting, at the beginning
          of  the meeting, to the  transaction of any  business because the
          meeting is not lawfully called or convened.

               SECTION  4.  Quorum.   A  majority of the directors fixed by
          these bylaws  shall constitute  a quorum  for the  transaction of
          business at any meeting of the Board of Directors.

               SECTION  5.  Manner of Acting.  Except as otherwise provided
          in this Section, and in the Certificate of Incorporation, the act
          of the majority of the directors present at a meeting  at which a
          quorum is present shall be the act of the Board of Directors.

               SECTION  6.     Participating  in  Meetings   by  Conference
          Telephone.   Members  of  the  Board  of  Directors,  or  of  any
          committee hereof, may participate  in a meeting of such  board or
          committee by  means 

                                 4


          of conference telephone  or similar equipment
          that  enables all  persons participating  in the meeting  to hear
          each  other.   Such  participation shall  constitute presence  in
          person at such meeting.

               SECTION 7.  Informal Action By Directors.  Action taken by a
          majority of the directors without a meeting is nevertheless Board
          action if  written consent to the action in question is signed by
          all the directors and  filed with the minutes of  the proceedings
          of the Board, whether done before or after the action so taken.

                                      ARTICLE V

                                     THE OFFICERS

               SECTION 1.  Number.   The officers of the  Corporation shall
          be a  Chairman  of  the  Board, one  or  more  Vice  Chairmen,  a
          President,  a Secretary,  a Treasurer  and such  Vice Presidents,
          Assistant Secretaries, Assistant Treasurers and other officers as
          the Board  of Directors  may from  time to time  elect, or  as an
          officer so  authorized by Section  2 of  this Article V  may from
          time to time appoint.  Any two (2) or more offices may be held by
          the same person except the offices of President and Secretary.

               SECTION  2.   Election  and  Term.    The  officers  of  the
          Corporation shall  be elected by  the Board of  Directors, except
          that   Vice  Presidents,  Assistant   Secretaries  and  Assistant
          Treasurers  may  be appointed  by an  officer of  the Corporation
          expressly  authorized by  the  Board to  make such  appointments.
          Such elections  may be held at any  regular or special meeting of
          the  Board.   Each  officer shall  hold  office until  his death,
          resignation,   retirement,   removal,  disqualification   or  his
          successor is elected and qualifies.

               SECTION 3.   Removal.   Any officer or agent  elected by the
          Board of Directors or  appointed by an authorized officer  may be
          removed by  the Board, and any  officer or agent  appointed by an
          authorized officer may be removed by the appointing officer, with
          or without cause in each instance.

               SECTION 4.  Compensation.   The compensation of all officers
          of  the Corporation  shall be  fixed by  the Board  of Directors,
          except  that  the  compensation   of  officers  appointed  by  an
          authorized officer may be fixed by the appointing officer.

               SECTION 5.  The Chairman of the Board.  The  Chairman of the
          Board  of Directors shall, when present,  preside at all meetings
          of the  stockholders and of the Board of Directors.  The Chairman
          shall also perform such  other duties as may  be directed by  the
          Board of Directors. 

               SECTION  6.   The Vice  Chairmen. The  Vice Chairmen  of the
          Board  of  Directors  shall perform  such  duties  and  have such
          authority as may  be directed by the Chairman of the Board and/or
          the Board of Directors and shall, in the absence of the Chairman,
          preside  at  all  meetings  of  stockholders  and  the  Board  of
          Directors.

               SECTION 7.  The President.  The President shall perform such
          duties and have such authority as may be directed by the Chairman
          of the Board and/or the Board of Directors. 

               SECTION 8.  The  Vice-Presidents.  The Vice-Presidents shall
          perform  such  duties and  have such  authority  as the  Board of
          Directors,  the  Chairman  of  the Board,  Vice  Chairmen  and/or
          President, as applicable, shall prescribe.

                                 5



               SECTION 9.   The Secretary.   The Secretary  shall have  the
          duty  to record the  proceedings of the  meetings of stockholders
          and  directors  in a  book  to be  kept  for that  purpose.   The
          Secretary shall give all notices required by law and by these by-
          laws.  The Secretary  shall have general charge of  the corporate
          books  and records and of  the corporate seal,  and the Secretary
          shall  affix   the  corporate   seal  to   any  lawfully-executed
          instrument requiring it.  The Secretary shall have general charge
          of the stock transfer books of the Corporation and shall keep, at
          the registered  or principal office of the  Corporation, a record
          of stockholders  showing the name and address of each stockholder
          and the number and class  of shares held by each.   The Secretary
          shall  sign such instruments as may require his signature and, in
          general,  shall perform  all  duties incident  to  the office  of
          Secretary  and  such  other duties  as  may  be  assigned to  the
          Secretary from time to  time by the Board of  Directors, Chairman
          of  the Board,  Vice  Chairman and/or  President, as  applicable,
          shall prescribe.

               SECTION  10.    The Treasurer.    The  Treasurer  shall have
          custody of all funds and  securities belonging to the Corporation
          and  shall  receive,  deposit and  disburse  the  same under  the
          direction  of the Board of Directors, Chairman of the Board, Vice
          Chairman and/or  President, as  applicable.  The  Treasurer shall
          keep   full  and  accurate  accounts   of  the  finances  of  the
          Corporation in books  especially provided for that  purpose.  The
          Treasurer shall, in general, perform all duties  incident to such
          office and such other duties as may be assigned from time to time
          by the Board of  Directors, Chairman of the Board,  Vice Chairman
          and/or President, as applicable.

               SECTION  11.   Assistant  Secretaries and  Treasurers.   The
          Assistant  Secretaries and  Assistant  Treasurers  shall, in  the
          absence  or  disability  of   the  Secretary  or  the  Treasurer,
          respectively, perform the duties and exercise the powers of those
          officers, and they shall, in  general, perform such other  duties
          as shall  be assigned to them by  the Secretary or the Treasurer,
          respectively,  or by  the  Board of  Directors,  Chairman of  the
          Board, Vice Chairman, and/or President, as applicable.

               SECTION  12.   Bonds.    The  Board  of  Directors  may,  by
          resolution, require any and all officers, agents and employees of
          the Corporation to  give bond to the Corporation, with sufficient
          sureties, conditioned  on the faithful performance  of the duties
          of their respective offices or positions, and to comply with such
          other conditions  as may  from time  to time  be required  by the
          Board of Directors.

                                      ARTICLE VI

                        CONTRACTS, LOANS, CHECKS AND DEPOSITS

               SECTION 1.  Contracts.  The Board of Directors may authorize
          an  officer or  officers,  agent or  agents,  to enter  into  any
          contract or execute and  deliver any instrument on behalf  of the
          Corporation,  and such  authority may  be general or  confined to
          specific instances.

               SECTION 2.   Loans.  No loans  shall be contracted on behalf
          of  the Corporation  and no  evidences  of indebtedness  shall be
          issued in its name unless authorized by a resolution of the Board
          of  Directors.   Such  authority may  be  general or  confined to
          specific instances.

               SECTION 3.  Checks and Drafts.   All checks, drafts or other
          orders for  the  payment of  money  issued  in the  name  of  the
          Corporation shall be signed by such officer or officers, agent or
          agents of the Corporation  and in such manner as  shall from time
          to time be determined by resolution of the Board of Directors.

                                 6



               SECTION  4.   Deposits.   All funds  of the  Corporation not
          otherwise  employed shall be deposited  from time to  time to the
          credit  of the Corporation in  such depositories as  the Board of
          Directors may select.


                                     ARTICLE VII

                      CERTIFICATES FOR SHARES AND THEIR TRANSFER

               SECTION  1.     Certificates   for  Shares.     Certificates
          representing shares of  the Corporation shall  be issued in  such
          form  as  the  Board  of   Directors  shall  determine  to  every
          stockholder  for  the  fully-paid  shares owned  by  him.   These
          certificates shall be signed by, or bear the facsimile  signature
          of,  the  President  or  any Vice-President  and  the  Secretary,
          Assistant  Secretary,  Treasurer or  Assistant  Treasurer.   They
          shall be consecutively numbered  or otherwise identified; and the
          name and address of the persons to whom they are issued, with the
          number of shares and date of issue, shall be entered on the stock
          transfer books of the Corporation.

               SECTION 2.  Transfer of Shares.  Transfer of shares shall be
          made on the  stock transfer  books of the  Corporation only  upon
          surrender  of the  certificates  for  the  shares  sought  to  be
          transferred  by  the  record  holder  thereof  or  by  his  duly-
          authorized  agent,  transferee  or  legal  representative.    All
          certificates surrendered  for transfer shall  be cancelled before
          new certificates for the transferred shares shall be issued.

               SECTION  3.   Fixing  Record  Date.    For  the  purpose  of
          determining  stockholders entitled to notice of or to vote at any
          meeting of stockholders or any adjournment thereof or entitled to
          receive  payment  of  any   dividend  or  in  order  to   make  a
          determination of  stockholders for any other  proper purpose, the
          Board  of Directors may fix in advance  a date as the record date
          for  such determination of stockholders, such  record date in any
          case  to  be not  more than  sixty (60)  days and,  in case  of a
          meeting of stockholders,  not less than ten (10) days immediately
          preceding the date on which  the particular action requiring such
          determination of stockholders is to be taken.

               If no record date is fixed by the Board of Directors:

               The  record  date for  determining stockholders  entitled to
          notice of or to vote at a meeting of stockholders shall be at the
          close of  business on  the day  next preceding  the day  on which
          notice is given, or if notice is waived, at the close of business
          on the day  next preceding the day on which  the meeting is held;
          and

               The  record  date for  determining stockholders  entitled to
          express consent to corporate action in writing without a meeting,
          when  no prior  action by  the Board  of Directors  is necessary,
          shall be the day on which the first consent is expressed; and

               The record  date for determining stockholders  for any other
          purpose shall be at the close of business on the day on which the
          Board of Directors adopts the resolution relating thereto.

               SECTION 4.  Lost  Certificates.  The Board of  Directors may
          authorize the  issuance of a new share  certificate in place of a
          certificate  claimed to have been  lost or destroyed upon receipt
          of an affidavit of such fact from the person claiming the loss or
          destruction.     When   authorizing  such   issuance  of   a  new
          certificate,  the  Board may  require  the claimant  to  give the
          Corporation a bond in such sum  as 

                                 7



          it may direct to indemnify the
          Corporation  against loss  from  any claim  with  respect to  the
          certificate  claimed to have been lost or destroyed; or the Board
          may, by  resolution reciting that the  circumstances justify such
          action,  authorize the  issuance of  the new  certificate without
          requiring such a bond.

                                     ARTICLE VIII

                                  GENERAL PROVISIONS

               SECTION 1.  Dividends.  The Board of Directors may from time
          to  time declare, and the  Corporation may pay,  dividends on its
          outstanding   shares  in  the  manner  and  upon  the  terms  and
          conditions   provided  by   law   and  by   its  Certificate   of
          Incorporation.

               SECTION 2.   Seal.   The corporate seal  of the  Corporation
          shall consist of two concentric circles between which is the name
          of the Corporation  and in the center of which is inscribed SEAL;
          and  such  seal, as  impressed on  the  margin hereof,  is hereby
          adopted as the corporate seal of the Corporation.

               SECTION  3.   Waiver  of Notice.    Whenever any  notice  is
          required to be  given to  any stockholder or  director under  the
          provisions of the Delaware General  Corporation Law or under  the
          provisions of the Certificate of Incorporation or these Bylaws, a
          waiver  thereof in  writing  signed  by  the  person  or  persons
          entitled  to such notice, whether before or after the time stated
          therein, shall be equivalent to giving such notice.

               SECTION 4.  Fiscal Year.  The fiscal year of the Corporation
          shall be as fixed by the Board of Directors.

               SECTION 5.  Shareholder Protection  Act.  The  provisions of
          The  North  Carolina  Shareholder  Protection  Act  specified  in
          Article VII  of The North Carolina Business Corporation Act shall
          not apply to transactions involving  the Company, and pursuant to
          Section 55-79(ii) of said Act, this  By-law shall formally exempt
          the Company from the provisions of Article VII.  Any transactions
          otherwise  falling  within  the   scope  of  The  North  Carolina
          Shareholder  Protection  Act shall  be  governed  by the  general
          provisions of The North Carolina Business Corporation Act, to the
          extent it applies. (Adopted July 20, 1987)

                                     ARTICLE IX

                                      AMENDMENTS

               Except as hereinafter otherwise  provided, these Bylaws  may
          be amended  or repealed  and new  bylaws  may be  adopted by  the
          affirmative vote of a  majority of the number of  directors fixed
          by the  Certificate  of Incorporation  and  these Bylaws  at  any
          regular or special  meeting of the  Board of Directors,  provided
          that

               (a)  the  Bord of Directors shall  have no power  to adopt a
          bylaw:

                    (i) Requiring the  holders of more  than a majority  of
               the shares having voting power  to be present or represented
               by proxy at any  meeting in order to constitute  a quorum or
               requiring more than a  majority of the votes cast  in person
               or  by  proxy to  be necessary  for  the transaction  

                                8



               of any business,  except where higher  percentages are  
               required by law or by the Certificate of Incorporation.

                    (ii) Providing  for the  management of  the Corporation
               otherwise than by  the Board of  Directors or its  Executive
               Committee.

               (b)  the affirmative vote of  two-thirds of the total number
          of shares outstanding and  entitled to vote shall be  required to
          amend, alter,  change or  repeal Article  II, Section  8; Article
          III, Sections 2 and 4; Article IV, Section 5; and this Article IX
          of these Bylaws.

                                 9




                         Coca-Cola Bottling Co. Consolidated

                                          TO

                        NationsBank of Georgia, National Association,
                                                           Trustee





                                       Indenture

                               Dated as of July 20, 1994



                          COCA-COLA BOTTLING CO. CONSOLIDATED

Reconciliation and tie between Trust Indenture Act of 1939, as amended, 
and the Indenture, dated as of July 20, 1994.


Trust Indenture
Act SectionIndenture Section

310 (a) (1)..........................................................610
    (a) (2)......................................................... 610
    (a) (3)..................................................Not applicable
    (a) (4)...............................................   Not applicable
    (a) (5)..........................................................608
    (b)..............................................................609
     ................................................................611
311(a)...............................................................614 (a)
   (b)...............................................................614 (b)
   (b) (2)...........................................................703 (a)(3)
   ..............................................................    703 (b)
   (c)........................................................Not applicable
312(a)...............................................................701
   ..................................................................702 (a)
   (b)...............................................................702 (b)
   (c)...............................................................702 (c)
313(a)...............................................................703 (a)
   (b)...............................................................703 (b)
   (c)......................................................703 (a), 703 (b)
   (d)...............................................................703 (c)
314(a)...............................................................704
   (b).......................................................Not applicable
   (c) (1)...........................................................102
   (c) (2)...........................................................102
   (c) (3)...................................................Not applicable
   (d).......................................................Not applicable
   (e)...............................................................102
315(a)...............................................................601 (a)
   (b)...............................................................602
   (c)...............................................................703 (a)(6)
   (c)...............................................................601 (b)
   (d)...............................................................601 (c)
   (d) (1)...........................................................601 (a)(1)
   (d) (2)...........................................................601 (c)(2)
   (d) (3)...........................................................601 (c)(3)
   (e)...............................................................514
316(a)...............................................................101
   (a) (1) (A).......................................................512
   (a) (1) (B).......................................................513
   (a) (2).......................................................Not Applicable
   (b)...............................................................508
   (c)...............................................................516
317(a)(1)............................................................503
   (a)(2)............................................................504
   (b)..............................................................1003
318(a)...............................................................107

______________
Note:  This reconciliation and tie shall not, for any purpose, be 
       deemed to be a part of the Indenture.






                                  TABLE OF CONTENTS

                                                                       PAGE
          PARTIES . . . . . . . . . . . . . . . . . . . . . . . . .      1
          RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . .      1


                                        ARTICLE ONE

                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101.     Definitions:
                           Act  . . . . . . . . . . . . . . . . . .      2
                           Affiliate  . . . . . . . . . . . . . . .      2
                           Attributable Debt  . . . . . . . . . . .      2
                           Authenticating Agent . . . . . . . . . .      2
                           Board of Directors . . . . . . . . . . .      3
                           Board Resolution . . . . . . . . . . . .      3
                           Business Day . . . . . . . . . . . . . .      3
                           Capital Stock  . . . . . . . . . . . . .      3
                           Commission . . . . . . . . . . . . . . .      3
                           Company  . . . . . . . . . . . . . . . .      3
                           Company Request and Company Order  . . .      3
                           Consolidated Net Tangible Assets . . . .      3
                           Corporate Trust Office . . . . . . . . .      4
                           corporation  . . . . . . . . . . . . . .      4
                           Debt . . . . . . . . . . . . . . . . . .      4
                           Defaulted Interest . . . . . . . . . . .      4
                           Depositary . . . . . . . . . . . . . . .      4
                           Event of Default . . . . . . . . . . . .      4
                           Funded Debt  . . . . . . . . . . . . . .      4
                           Holder . . . . . . . . . . . . . . . . .      4
                           Indenture  . . . . . . . . . . . . . . .      4
                           interest . . . . . . . . . . . . . . . .      4
                           Interest Payment Date  . . . . . . . . .      4
                           Maturity . . . . . . . . . . . . . . . .      5
                           Mortgage . . . . . . . . . . . . . . . .      5
                           Officers' Certificate  . . . . . . . . .      5
                           Opinion of Counsel . . . . . . . . . . .      5
                           Original Issue Discount Security . . . .      5


          NOTE:  This table of contents shall not, for any purpose, be
          deemed to be a part of the Indenture.


                                        i 



                                                                       PAGE

                           Outstanding  . . . . . . . . . . . . . .      5
                           Paying Agent . . . . . . . . . . . . . .      6
                           Person . . . . . . . . . . . . . . . . .      6
                           Place of Payment . . . . . . . . . . . .      6
                           Predecessor Security . . . . . . . . . .      6
                           Preferred Stock  . . . . . . . . . . . .      6
                           Principal Property . . . . . . . . . . .      6
                           Redemption Date  . . . . . . . . . . . .      7
                           Redemption Price . . . . . . . . . . . .      7
                           Regular Record Date  . . . . . . . . . .      7
                           Repayment Date . . . . . . . . . . . . .      7
                           Repayment Price  . . . . . . . . . . . .      7
                           Responsible Officer  . . . . . . . . . .      7
                           Restricted Subsidiary  . . . . . . . . .      7
                           Securities . . . . . . . . . . . . . . .      7
                           Security Register and Security Registrar      7
                           Special Record Date  . . . . . . . . . .      7
                           Stated Maturity  . . . . . . . . . . . .      8
                           Subsidiary . . . . . . . . . . . . . . .      8
                           Trustee  . . . . . . . . . . . . . . . .      8
                           Trust Indenture Act  . . . . . . . . . .      8
                           Voting Stock . . . . . . . . . . . . . .      8

          SECTION 102.     Compliance Certificates and Opinions . .      8

          SECTION 103.     Form of Documents Delivered to Trustee .      9

          SECTION 104.     Acts of Holders  . . . . . . . . . . . .      9

          SECTION 105.     Notices, Etc., to Trustee and Company  .     11

          SECTION 106.     Notice to Holders; Waiver  . . . . . . .     11

          SECTION 107.     Conflict with Trust Indenture Act  . . .     11

          SECTION 108.     Effect of Headings and Table of Contents     12

          SECTION 109.     Successors and Assigns . . . . . . . . .     12

          SECTION 110.     Separability Clause  . . . . . . . . . .     12

          SECTION 111.     Benefits of Indenture  . . . . . . . . .     12



                                     ii



                                                                       PAGE

          SECTION 112.     Governing Law  . . . . . . . . . . . . .     12

          SECTION 113.     Legal Holidays . . . . . . . . . . . . .     12


                                     ARTICLE TWO

                                    SECURITY FORMS

          SECTION 201.     Forms Generally  . . . . . . . . . . . .     13

          SECTION 202.     Form of Face of Security . . . . . . . .     13

          SECTION 203.     Form of Reverse of Security  . . . . . .     15

          SECTION 204.     Form of Trustee's Certificate of
                                    Authentication  . . . . . . . .     19

          SECTION 205.     Securities in Global Form  . . . . . . .     19


                                    ARTICLE THREE

                                    THE SECURITIES

          SECTION 301.     Amount Unlimited; Issuable in Series . .     19

          SECTION 302.     Denominations  . . . . . . . . . . . . .     21

          SECTION 303.     Execution, Authentication, Delivery and
                                    Dating  . . . . . . . . . . . .     21

          SECTION 304.     Temporary Securities . . . . . . . . . .     23

          SECTION 305.     Registration, Registration of Transfer and
                                    Exchange  . . . . . . . . . . .     24

          SECTION 306.     Mutilated, Destroyed, Lost and Stolen
                                    Securities  . . . . . . . . . .     26

          SECTION 307.     Payment of Interest; Interest Rights
                                    Reserved  . . . . . . . . . . .     27


                                       iii   




                                                                       PAGE

          SECTION 308.     Persons Deemed Owners  . . . . . . . . .     28

          SECTION 309.     Cancellation . . . . . . . . . . . . . .     28

          SECTION 310.     Computation of Interest  . . . . . . . .     29


                                     ARTICLE FOUR

                              SATISFACTION AND DISCHARGE



          SECTION 401.     Satisfaction and Discharge of Securities
                                    of any Series . . . . . . . . .     29

          SECTION 402.     Application of Trust Money . . . . . . .     31


                                     ARTICLE FIVE

                                       REMEDIES

          SECTION 501.     Events of Default  . . . . . . . . . . .     31

          SECTION 502.     Acceleration of Maturity; Rescission and
                                    Annulment . . . . . . . . . . .     33

          SECTION 503.     Collection of Indebtedness and Suits for
                                    Enforcement by Trustee  . . . .     34

          SECTION 504.     Trustee May File Proofs of Claim . . . .     34

          SECTION 505.     Trustee May Enforce Claims Without
                                    Possession of Securities  . . .     35

          SECTION 506.     Application of Money Collected . . . . .     35

          SECTION 507.     Limitation on Suits  . . . . . . . . . .     36

          SECTION 508.     Unconditional Right of Holders to
                                    Receive Principal, Premium and
                                    Interest  . . . . . . . . . . .     36


                                          iv 


                                                                       PAGE

          SECTION 509.     Restoration of Rights and Remedies . . .     37

          SECTION 510.     Rights and Remedies Cumulative . . . . .     37

          SECTION 511.     Delay or Omission Not Waiver . . . . . .     37

          SECTION 512.     Control by Holders . . . . . . . . . . .     37

          SECTION 513.     Waiver of Past Defaults  . . . . . . . .     38

          SECTION 514.     Undertaking for Costs  . . . . . . . . .     38

          SECTION 515.     Waiver of Stay or Extension Laws . . . .     38

          SECTION 516.     Record Date for Action By Holders  . . .     39


                                     ARTICLE SIX

                                     THE TRUSTEE


          SECTION 601.     Certain Duties and Responsibilities  . .     39

          SECTION 602.     Notice of Defaults . . . . . . . . . . .     40

          SECTION 603.     Certain Rights of Trustee  . . . . . . .     41

          SECTION 604.     Not Responsible for Recitals or Issu-
                           ance of Securities   . . . . . . . . . .     42

          SECTION 605.     May Hold Securities  . . . . . . . . . .     42

          SECTION 606.     Money Held in Trust  . . . . . . . . . .     42

          SECTION 607.     Compensation and Reimbursement . . . . .     42

          SECTION 608.     Persons Ineligible for Appointment as
                                    Trustee . . . . . . . . . . . .     43



                                        v





                                                                       PAGE

          SECTION 609.     Disqualification; Conflicting Interests      43

                           (a)  Elimination of Conflicting Interest 
                                  or Resignation  . . . . . . . . .     43
                           (b)  Notice of Failure to Eliminate
                                  Conflicting Interest or Resign  .     43
                           (c)  "Conflicting Interest" Defined  . .     43
                           (d)  Definitions of Certain Terms Used
                                  in This Section . . . . . . . . .     47
                           (e)  Calculation of Percentages of
                                  Securities  . . . . . . . . . . .     48

          SECTION 610.     Corporate Trustee Required; Eligibility      49

          SECTION 611.     Resignation and Removal; Appointment of
                                    Successor . . . . . . . . . . .     49

          SECTION 612.     Acceptance of Appointment by Successor .     51

          SECTION 613.     Merger, Conversion, Consolidation or
                                    Succession to Business  . . . .     52

          SECTION 614.     Preferential Collection of Claims
                                    Against Company . . . . . . . .     52

                           (a)  Segregation and Apportionment of
                                  Certain Collections by Trustee,
                                  Certain Exceptions. . . . . . . .     52
                           (b)  Certain Creditor Relationships
                                  Excluded from Segregation and
                                  Apportionment . . . . . . . . . .     55
                           (c)  Definitions of Certain Terms Used in 
                                  This Section  . . . . . . . . . .     55

          SECTION 615.     Appointment of Authenticating Agent  . .     56


                                         vi 



                                    ARTICLE SEVEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
                                                                       PAGE


          SECTION 701.     Company to Furnish Trustee Names and
                                    Addresses of Holders  . . . . .     58

          SECTION 702.     Preservation of Information; Communi-
                                    cations to Holders  . . . . . .     58

          SECTION 703.     Reports by Trustee . . . . . . . . . . .     59

          SECTION 704.     Reports by Company . . . . . . . . . . .     61


                                    ARTICLE EIGHT

                    CONSOLIDATION, MERGER, CONVEYANCE, OR TRANSFER

          Section 801.     Company May Consolidate, Etc., Only
                                    on Certain Terms  . . . . . . .     62

          Section 802.     Successor Corporation Substituted  . . .     62


                                     ARTICLE NINE

                               SUPPLEMENTAL INDENTURES

          SECTION 901.     Supplemental Indentures Without Consent of
                                    Holders . . . . . . . . . . . .     63

          SECTION 902.     Supplemental Indentures With Consent of 
                                    Holders . . . . . . . . . . . .     64

          SECTION 903.     Execution of Supplemental Indentures . .     65

          SECTION 904.     Effect of Supplemental Indentures  . . .     65

          SECTION 905.     Conformity with Trust Indenture Act  . .     65



                                         vii




                                                                       PAGE

          SECTION 906.     Reference in Securities to Supplemental
                                    Indentures  . . . . . . . . . .     65


                                     ARTICLE TEN

                                      COVENANTS

          SECTION 1001.     Payment of Principal, Premium and
                                Interest  . . . . . . . . . . . . .     66

          SECTION 1002.     Maintenance of Office or Agency . . . .     66

          SECTION 1003.     Money for Securities Payments to Be
                                Held in Trust . . . . . . . . . . .     66

          SECTION 1004.     Corporate Existence . . . . . . . . . .     68

          SECTION 1005.     Statement By Officers as to Default . .     68

          SECTION 1006.     Restrictions on Debt  . . . . . . . . .     68

          SECTION 1007.     Restrictions on Sales and Leasebacks  .     70

          SECTION 1008.     Waiver of Certain Covenants . . . . . .     71

          SECTION 1009.     Calculation of Original Issue Discount;
                                 and Certain Information Concerning
                                 Tax Reporting. . . . . . . . . . .     71


                                    ARTICLE ELEVEN

                               REDEMPTION OF SECURITIES

          SECTION 1101.     Applicability of Article  . . . . . . .     72

          SECTION 1102.     Election to Redeem; Notice to Trustee .     72

          SECTION 1103.     Selection by Trustee of Securities to Be 
                                     Redeemed . . . . . . . . . . .     72

          SECTION 1104.     Notice of Redemption  . . . . . . . . .     73


                                          viii     



                                                                       PAGE

          SECTION 1105.     Deposit of Redemption Price . . . . . .     73

          SECTION 1106.     Securities Payable on Redemption Date .     73


          SECTION 1107.     Securities Redeemed in Part . . . . . .     74


                                    ARTICLE TWELVE

                                    SINKING FUNDS

          SECTION 1201.     Applicability of Article  . . . . . . .     74

          SECTION 1202.     Satisfaction of Sinking-Fund Payments
                                     with Securities. . . . . . . .     75

          SECTION 1203.     Redemption of Securities for Sinking
                                     Fund . . . . . . . . . . . . .     75


                                   ARTICLE THIRTEEN

                                      DEFEASANCE

          SECTION 1301.     Applicability of Article; Company's
                                     Option to Effect Defeasance  .     75

          SECTION 1302.     Defeasance and Discharge  . . . . . . .     76

          SECTION 1303.     Covenant Defeasance . . . . . . . . . .     76

          SECTION 1304.     Conditions to Defeasance  . . . . . . .     76

          SECTION 1305.     Deposited Money and U.S. Government
                                 Obligations to be Held in Trust;
                                 Miscellaneous  . . . . . . . . . .     78


                                   ARTICLE FOURTEEN

                     REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

          SECTION 1401.     Applicability of Article  . . . . . . .     79

                                        ix 




                                                                       PAGE

          SECTION 1402.     Notice of Repayment Date  . . . . . . .     79

          SECTION 1403.     Deposit of Repayment Price  . . . . . .     80

          SECTION 1404.     Securities Payable on Repayment Date  .     80

          SECTION 1405.     Securities Repaid in Part . . . . . . .     80


                                   ARTICLE FIFTEEN


                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS.

          SECTION 1501.     Immunity of Incorporators, Stockholders,
                                     Officers and Directors . . . .     81

          TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . .     82

          SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . .     82

          ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . .     82


                                      x  



               INDENTURE, dated as of July 20, 1994, between Coca-Cola
          Bottling Co. Consolidated, a corporation duly organized and
          existing under the laws of the State of Delaware (herein called
          the "Company"), having its principal office at 1900 Rexford Road,
          Charlotte, North Carolina 28211, and NationsBank of Georgia,
          National Association, a National Banking Association organized
          under the laws of the United States, as Trustee (herein called
          the "Trustee"), having its principal office at 600 Peachtree
          Street, Atlanta, Georgia 30308.

                               RECITALS OF THE COMPANY

               The Company has duly authorized the execution and delivery
          of this Indenture to provide for the issuance from time to time
          of its unsecured debentures, notes or other evidences of
          indebtedness (herein called the "Securities"), to be issued in
          one or more series as in this Indenture provided.

          All things necessary to make this Indenture a valid agreement of
          the Company, in accordance with its terms, have been done.


          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               For and in consideration of the premises and the purchase of
          the Securities by the Holders thereof, it is mutually covenanted
          and agreed, for the equal and proportionate benefit of all
          Holders of the Securities or of series thereof, as follows:


                                     ARTICLE ONE

                           DEFINITIONS AND OTHER PROVISIONS
                                OF GENERAL APPLICATION

          SECTION 101.  Definitions.

               For all purposes of this Indenture, except as otherwise
          expressly provided or unless the context otherwise requires:

               (1)   the terms defined in this Article have the meanings
          assigned to them in this Article and include the plural as well
          as the singular;

               (2)   all other terms used herein which are defined in the
          Trust Indenture Act, either directly or by reference therein,
          have the meanings assigned to them therein;


                                      1 




               (3)  all accounting terms not otherwise defined herein have
          the meanings assigned to them in accordance with generally
          accepted accounting principles and, except as otherwise herein
          expressly provided, the term "generally accepted accounting
          principles" with respect to any computation required or permitted
          hereunder shall mean such accounting principles as are generally
          accepted at the date of such computation; and

               (4)  the words "herein", "hereof" and "hereunder" and other
          words of similar import refer to this Indenture as a whole and
          not to any particular Article, Section or other subdivision.

               Certain terms, used principally in Article Six, are defined
          in that Article.

               "Act", when used with respect to any Holder, has the meaning
          specified in Section 104.

               "Affiliate" of any specified Person means any other Person
          directly or indirectly controlling or controlled by or under
          direct or indirect common control with such specified Person. 
          For the purposes of this definition, "control" when used with
          respect to any specified Person means the power to direct the
          management and policies of such Person, directly or indirectly,
          whether through the ownership of voting securities, by contract
          or otherwise; and the terms "controlling" and "controlled" have
          meanings correlative to the foregoing.

               "Attributable Debt" means, as to any particular lease under
          which any person is at the time liable, at any date as of which
          the amount thereof is to be determined, the total net amount of
          rent required to be paid by such Person under such lease during
          the remaining primary term thereof, discounted from the
          respective due date thereof to such date at a rate per annum
          equal to the weighted average interest rate, or yield to maturity
          in the case of an Original Issue Discount Security, borne by all
          the Outstanding Securities.  The weighted average interest rate
          borne by the Securities shall be calculated by dividing the
          aggregate of the annual interest payments required on the
          Securities, based on the amount Outstanding at the latest date
          any Securities were issued hereunder, by the aggregate principal
          amount of the Securities Outstanding at such date.  In the case
          of an Original Issue Discount Security, the amount Outstanding
          shall be deemed to be the entire principal amount thereof and the
          annual interest payments shall be deemed to be the product
          obtained by multiplying such entire principal amount by the rate
          of interest payable on overdue principal.  The net amount of rent
          required to be paid under any such lease for any such period
          shall be the amount of the rent payable by the lessee with
          respect to such period, after excluding amounts required to be
          paid on account of maintenance and repairs, insurance, taxes,
          assessments, water rates and similar charges.  In the case of any
          lease which is terminable by the lessee upon the payment of a
          penalty, such net amount shall also include the amount of such
          penalty, but no rent shall be considered as required to be paid
          under such lease subsequent to the first date upon which it may
          be so terminated.

               "Authenticating Agent" means any Person authorized by the
          Trustee to act on behalf of the Trustee to authenticate
          Securities.


                                        2 




               "Board of Directors" means either the board of directors of
          the Company or any duly authorized committee of that board.

               "Board Resolution" means a copy of a resolution certified by
          the Secretary or an Assistant Secretary of the Company to have
          been duly adopted by the Board of Directors and to be in full
          force and effect on the date of such certification, and delivered
          to the Trustee.

               "Business Day", when used with respect to any Place of
          Payment, means each Monday, Tuesday, Wednesday, Thursday and
          Friday which is not a day on which any banking institutions in
          that Place of Payment are authorized or obligated by law to
          close.

               "Capital Stock", as applied to the stock of any corporation,
          means the capital stock of every class whether now or hereafter
          authorized, regardless of whether such capital stock shall be
          limited to a fixed sum or percentage with respect to the rights
          of the holders thereof to participate in dividends and in the
          distribution of assets upon the voluntary or involuntary
          liquidation, dissolution or winding up of such corporation.

               "Commission" means the Securities and Exchange Commission,
          as from time to time constituted, created under the Securities
          Exchange Act of 1934, or, if at any time after the execution of
          this instrument such Commission is not existing and performing
          the duties now assigned to it under the Trust Indenture Act, then
          the body performing such duties at such time.

               "Company" means the Person named as the "Company" in the
          first paragraph of this instrument until a successor corporation
          shall have become such pursuant to the applicable provisions of
          this Indenture, and thereafter "Company" shall mean such
          successor corporation.

               "Company Request" and "Company Order" mean, respectively, a
          written request or order signed in the name of the Company by the
          Chairman of the Board or a Vice Chairman, the President or a Vice
          President (any reference to a Vice President of the Company
          herein shall be deemed to include any Vice President of the
          Company whether or not designated by a number or a word or words
          added before or after the title "Vice President"), and by the
          Treasurer, an Assistant Treasurer, the Controller, an Assistant
          Controller, the Secretary or an Assistant Secretary of the
          Company, and delivered to the Trustee.

               "Consolidated Net Tangible Assets" means the aggregate
          amount of assets (less applicable reserves and other properly
          deductible items) after deducting therefrom (i) all current
          liabilities, and (ii) all goodwill, trade names, trademarks,
          patents, unamortized debt discount and expense and other like
          intangibles, all as set forth on the most recent balance sheet of
          the Company and its consolidated subsidiaries and computed in
          accordance with generally accepted accounting principles.  For
          purposes of this definition, any leasehold interest of the
          Company or any Restricted Subsidiary shall be deemed to be a
          tangible asset if the rental obligations thereunder are included
          in Funded Debt.

                                     3




               "Corporate Trust Office" means the principle office of the
          Trustee at which at any particular time its corporate trust
          business shall be principally administered, which office at the
          date hereof is located at 600 Peachtree Street, Suite 900,
          Atlanta, Georgia 30308, Attention: Corporate Trust
          Administration.

               "corporation" includes corporations, associations, companies
          and business trusts.

               "Debt" has the meaning specified in Section 1006.

               "Defaulted Interest" has the meaning specified in Section
          307.

               "Depositary" means, with respect to the Securities of any
          series issuable or issued in the form of a global Security, the
          Person designated as Depositary by the Company pursuant to
          Section 301 until a successor Depositary shall have become such
          pursuant to the applicable provisions of this Indenture, and
          thereafter "Depositary" shall mean or include each Person who is
          then a Depositary hereunder, and if at any time there is more
          than one such Person, "Depositary" as used with respect to the
          Securities of any such series shall mean the Depositary with
          respect to the Securities of that series.

               "Event of Default" has the meaning specified in Section 501.

               "Funded Debt" means (i) all indebtedness for money borrowed
          having a maturity of more than 12 months from the date as of
          which the amount thereof is to be determined or having a maturity
          of less than 12 months but by its terms being renewable or
          extendible beyond 12 months from such date at the option of the
          borrower, and (it) rental obligations payable more than 12 months
          from such date under leases which are capitalized in accordance
          with generally accepted accounting principles (such rental
          obligations to be included as Funded Debt at the amount so
          capitalized and to be included for the purposes of the definition
          of Consolidated Net Tangible Assets both as an asset and as
          Funded Debt at the amount so capitalized).

               "Holder" means a Person in whose name a Security is
          registered in the Security Register.

               "Indenture" means this Instrument as originally executed or
          as it may from time to time be supplemented or amended by one or
          more Indentures supplemental hereto entered into pursuant to the
          applicable provisions hereof and shall include the terms of any
          particular series of Securities established as contemplated by
          Section 301.

               "interest", when used with respect to an Original Issue
          Discount Security which by its terms bears interest only after
          Maturity, means interest payable after Maturity.

               "Interest Payment Date", when used with respect to any
          Security, means the Stated Maturity of an installment of interest
          on such Security.

                                       4  


               "Maturity", when used with respect to any Security, means
          the date on which the principal of such Security or an
          installment of principal becomes due and payable as therein or
          herein provided, whether at the Stated Maturity or by declaration
          of acceleration, call for redemption, occurrence of any Repayment
          Date or otherwise.

               "Mortgage" has the meaning specified in Section 1006.

               "Officers' Certificate" means a certificate signed by the
          Chairman of the Board, a Vice Chairman, the President or a Vice
          President, and by the Treasurer, an Assistant Treasurer, the
          Controller, an Assistant Controller, the Secretary or an
          Assistant Secretary, of the Company, and delivered to the
          Trustee.

               "Opinion of Counsel" means a written opinion of counsel, who
          may (except as otherwise provided in this Indenture) be counsel
          for, or an employee of, the Company, and who shall be acceptable
          to the Trustee.

               "Original Issue Discount Security" means any Security which
          provides for an amount less than the principal amount thereof to
          be due and payable upon a declaration of acceleration of the
          Maturity thereof pursuant to Section 502.

               "Outstanding", when used with respect to Securities of any
          series, means, as of the date of determination, all Securities of
          such series theretofore authenticated and delivered under this
          Indenture, except:

                    (i)  Securities theretofore cancelled by the Trustee or
               delivered to the Trustee for cancellation;

                    (ii)  Securities for whose payment or redemption money
               in the necessary amount has been theretofore deposited with
               the Trustee or any Paying Agent (other than the Company) in
               trust or set aside and segregated in trust by the Company
               (if the Company shall act as its own Paying Agent) for the
               Holders of such Securities; provided that, if such
               Securities are to be redeemed, notice of such redemption has
               been duly given pursuant to this Indenture or provision
               therefor satisfactory to the Trustee has been made; and

                    (iii)  Securities which have been paid pursuant to
               Section 306 or in exchange for or in lieu of which other
               Securities have been authenticated and delivered pursuant to
               this Indenture, other than any such Securities in respect of
               which there shall have been presented to the Trustee proof
               satisfactory to it that such Securities are held by a bona
               fide purchaser in whose hands such Securities are valid
               obligations of the Company;

          provided, however, that in determining whether the Holders of the 
          requisite principal amount of the Outstanding Securities of any 
          series have given any request, demand, authorization, direction, 
          notice, consent or waiver hereunder, (i) the principal amount of 
          an Original Issue

                                        5 


          Discount Security that shall be deemed to be Outstanding shall be 
          the amount of the principal thereof that would be due and payable 
          as of the date of such determination upon acceleration of the Maturity
          thereof pursuant to Section 502, and (ii) Securities owned by the 
          Company or any other obligor upon the Securities or any Affiliate of 
          the Company or of such other obligor shall be disregarded and deemed 
          not to be Outstanding, except that, in determining whether the Trustee
          shall be protected in relying upon any such request, demand,
          authorization, direction, notice, consent or waiver, only
          Securities which the Trustee knows to be so owned shall be so
          disregarded.  Securities so owned which have been pledged in good
          faith may be regarded as Outstanding if the pledgee establishes
          to the satisfaction of the Trustee the pledgee's right so to act
          with respect to such Securities and that the pledgee is not the
          Company or any other obligor upon the Securities or any Affiliate
          of the Company or of such other obligor.

               "Paying Agent" means any Person authorized by the Company to
          pay the principal of (and premium, if any) or interest on any
          Securities on behalf of the Company.

               "Person" means any individual, corporation, partnership,
          joint venture, association, joint-stock company, trust,
          unincorporated organization or government or any agency or
          political subdivision thereof.

               "Place of Payment", when used with respect to the Securities
          of any series, means the place or places where the principal of
          (and premium, if any) and interest on the Securities of that
          Series are payable as specified as contemplated by Section 301.

               "Predecessor Security" of any particular Security means
          every previous Security evidencing all or a portion of the same
          debt as that evidenced by such particular Security; and, for the
          purposes of this definition, any Security authenticated and
          delivered under Section 306 in exchange for or in lieu of a
          mutilated, destroyed, lost or stolen Security shall be deemed to
          evidence the same debt as the mutilated, destroyed, lost or
          stolen Security.

               "Preferred Stock," as applied to the Capital Stock of any
          corporation, means Capital Stock ranking prior to the shares of
          any other class of Capital Stock of said corporation as to the
          payment of dividends or the distribution of assets on any
          voluntary or involuntary liquidation.

               "Principal Property" means any building, structure or other
          facility, together with the land upon which it is erected and
          fixtures comprising a part thereof, used primarily for the
          bottling, canning or packaging of soft drinks or soft drink
          products or warehousing and distributing of such products, owned
          or leased by the Company or any Subsidiary of the Company, the
          gross book value (without deduction of any depreciation reserves)
          of which on the date as of which the determination is being made
          exceeds 3% of Consolidated Net Tangible Assets, other than any
          such building, structure or other facility or portion thereof
          which, in the opinion of the Board of Directors of the Company,
          is not of material importance to the total business conducted by
          the Company and its Subsidiaries as an entirety.

                                       6



               "Redemption Date", when used with respect to any Security to
          be redeemed, means the date fixed for such redemption by or
          pursuant to this Indenture.

               "Redemption Price", when used with respect to any Security
          to be redeemed, means the price at which it is to be redeemed
          pursuant to this Indenture.

               "Regular Record Date" for the interest payable on any
          Interest Payment Date on the Securities of any series means the
          date specified for that purpose as contemplated by Section 301.

               "Repayment Date", when used with respect to any Security of
          any series to be repaid, means the date, if any, fixed for such
          repayment pursuant to Section 301 of this Indenture.

               "Repayment Price", when used with respect to any Security of
          any series to be repaid, means the price, if any, at which such
          Security is to be repaid pursuant to Section 301 of this
          Indenture.

               "Responsible Officer", when used with respect to the
          Trustee, means any officer in the Corporate Trust Office of the
          Trustee or any other officer of the Trustee customarily
          performing functions similar to those performed by any of the
          above designated officers and also means, with respect to a
          particular corporate trust matter, any other officer to whom such
          matter is referred because of his knowledge of and familiarity
          with the particular subject.

               "Restricted Subsidiary" means a Subsidiary of the Company
          which (i) owns a Principal Property as of the date hereof, or
          (ii) acquires a Principal Property after the date hereof from the
          Company or a Restricted Subsidiary other than for cash equal to
          such property's fair market value as determined by the Board of
          Directors, or (iii) acquires a Principal Property after the date
          hereof by purchase with funds substantially all of which are
          provided by the Company or a Restricted Subsidiary or with the
          proceeds of indebtedness for money borrowed, which indebtedness
          is guaranteed in whole or in part by the Company or a Restricted
          Subsidiary, or (iv) is a party to any contract with respect to
          the bottling, canning, packaging or distribution of soft drinks
          or soft drink products, other than any such contract which in the
          opinion of the Board of Directors of the Company is not of
          material importance to the total business conducted by the
          Company and its Subsidiaries as an entirety.

               "Securities" has the meaning stated in the first recital of
          this Indenture and more particularly means any Securities
          authenticated and delivered under this Indenture.

               "Security Register" and "Security Registrar" have the
          respective meanings specified in Section 305.

               "Special Record Date" for the payment of any Defaulted
          Interest means a date fixed by the Trustee pursuant to Section
          307.

                                        7



               "Stated Maturity", when used with respect to any Security or
          any Installment of principal thereof or Interest thereon, means
          the date specified in such Security as the fixed date on which
          the principal of such Security or such installment of principal
          or interest is due and payable.

               "Subsidiary" means a corporation more than 50% of the
          outstanding Voting Stock of which is owned, directly or
          indirectly by the Company or by one or more other Subsidiaries,
          or by the Company and one or more other Subsidiaries.

               "Trustee" means the Person named as the "Trustee" in the
          first paragraph of this instrument until a successor Trustee
          shall have become such pursuant to the applicable provisions of
          this Indenture, and thereafter "Trustee" shall mean or include
          each Person who is then a Trustee hereunder, and if at any time
          there is more than one such Person, "Trustee" as used with
          respect to the Securities of any series shall mean the Trustee
          with respect to Securities of that series.

               "Trust Indenture Act" means the Trust Indenture Act of 1939,
          as amended and in force at the date as of which this instrument
          was executed, except as provided in Section 905.

               "Voting Stock" means stock of the class or classes having
          general voting power under ordinary circumstances for the
          election of the board of directors, managers or trustees of such
          corporation (irrespective of whether or not at the time stock of
          any other class or classes shall have or might have voting power
          by reason of the happening of any contingency).

          SECTION 102.  Compliance Certificates and Opinions.

               Except as otherwise expressly provided by this Indenture,
          upon any application or request by the Company to the Trustee to
          take any action under any provision of this Indenture, the
          Company shall furnish to the Trustee an Officers' Certificate
          stating that all conditions precedent, if any, provided for in
          this Indenture relating to the proposed action have been complied
          with and an Opinion of Counsel stating that in the opinion of
          such counsel all such conditions precedent, if any, have been
          complied with, except that in the case of any such application or
          request as to which the furnishing of such documents is
          specifically required by any provision of this Indenture relating
          to such particular application or request, no additional
          certificate or opinion need be furnished.

               Every certificate or opinion with respect to compliance with
          a condition or covenant provided for in this Indenture (other
          than certificates provided pursuant to paragraph (4) of Section
          704 of this Indenture) shall include:

               (1) a statement that each individual signing such
          certificate or opinion has read such covenant or condition and
          the definitions herein relating thereto;

                                        8



               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or
          opinions contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of each such
          individual, he or she has made such examination or investigation
          as is necessary to enable him or her to express an informed
          opinion as to whether or not such covenant or condition has been
          complied with, and

               (4) a statement as to whether, in the opinion of each such
          individual, such condition or covenant has been complied with.

          SECTION 103.  Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified
          by, or covered by an opinion of, any specified Person, it is not
          necessary that all such matters be certified by, or covered by
          the opinion of, only one such Person, or that they be so
          certified or covered by only one document, but one such Person
          may certify or give an opinion with respect to some matters and
          one or more other such Persons as to other matters, and any such
          Person may certify or give an opinion as to such matters in one
          or several documents.

          Any certificate or opinion of an officer of the Company may be
          based, insofar as it relates to legal matters, upon a certificate
          or opinion of, or representations by, counsel, unless such
          officer knows, or in the exercise of reasonable care should know,
          that the certificate or opinion or representations with respect
          to the matters upon which his certificate or opinion is based are
          erroneous.  Any such certificate or Opinion of Counsel may be
          based, insofar as it relates to factual matters, upon a
          certificate or opinion of, or representations by, an officer or
          officers of the Company stating that the information with respect
          to such factual matters is in the possession of the Company,
          unless such counsel knows, or in the exercise of reasonable care
          should know, that the certificate or opinion or representations
          with respect to such matters are erroneous.

          Where any Person is required to make, give or execute two or more
          applications, requests, consents, certificates, statements,
          opinions or other instruments under this Indenture, they may, but
          need not, be consolidated and form one instrument.

          SECTION 104.  Acts of Holders.

               (a)  Any request, demand, authorization, direction, notice,
          consent, waiver or other action provided by this Indenture to be
          given or taken by Holders may be embodied in and evidenced by one
          or more instruments of substantially similar tenor signed by such
          Holders in person or by agent duly appointed in writing; and, except
          as herein otherwise expressly provided, such action shall become 
          effective when such instrument or instruments are delivered to the 
          Trustee and, where it is hereby expressly required, to the Company. 
          Such instrument or instruments (and the action embodied therein and 
          evidenced thereby) are herein sometimes referred to as the "Act" 
          of the Holders signing such instrument or instruments.  Proof of 
          execution of any such instrument or of a writing appointing any 
          such agent shall be sufficient 

                                      9


          for any purpose of this Indenture and (subject to
          Section 601) conclusive in favor of the Trustee and the Company,
          if made in the manner provided in this Section.

               (b)  The fact and date of the execution by any Person of any
          such instrument or writing may be proved in any reasonable manner
          which the Trustee deems sufficient.

               (c)  The ownership of Securities shall be proved by the
          Security Register.

               (d)  Any request, demand, authorization, direction, notice,
          consent, waiver or other Act of the Holder of any Security shall
          bind every future Holder of the same Security and the Holder of
          every Security issued upon the registration or transfer thereof
          or in exchange therefor or in lieu thereof in respect of anything
          done, omitted or suffered to be done by the Trustee, any Security
          Registrar, any Paying Agent, any Authenticating Agent or the
          Company in reliance thereon, whether or not notation of such
          action is made upon such Security.

               (e)  Any request, demand, authorization, direction, notice,
          consent, waiver or other Act of the Holder of any Security shall
          bind every future Holder of the same Security and the Holder of
          every Security issued upon the registration of transfer thereof
          or in exchange therefor or in lieu thereof in respect of anything
          done, omitted or suffered to be done by the Trustee or the
          Company in reliance thereon, whether or not notation of such
          action is made upon such Security.

               (f)  Without limiting the generality of the foregoing,
          unless otherwise specified pursuant to Section 301 or pursuant to
          one or more indentures supplemental hereto, a Holder, including a
          Depositary that is the Holder of a global Security, may make,
          give or take, by a proxy or proxies duly appointed in writing,
          any request, demand, authorization, direction, notice, consent,
          waiver or other action provided in this Indenture to be made,
          given or taken by Holders, and a Depositary that is the Holder of
          a global Security may provide its proxy or proxies to the
          beneficial owners of interests in any such global Security
          through such Depositary's standing instructions and customary
          practices.


               (g)  The Trustee shall fix a record date for the purpose of
          determining the Persons who are beneficial owners of interests in
          any global Security held by a Depositary entitled under the
          procedures of such Depositary to make, give or take, by a proxy
          or proxies duly appointed in writing, any request, demand,
          authorization, direction, notice, consent, waiver or other action
          provided in this Indenture to be made, given or taken by Holders. 
          If such a record date is fixed, the Holders on such record date
          or their duly appointed proxy or proxies, and only such Persons,
          shall be entitled to make, give or take such request, demand,
          authorization, direction, notice, consent, waiver or other
          action, whether or not such Holders remain Holders after such
          record date.  No such request, demand, authorization, direction,
          notice, consent, waiver or other action shall be valid or
          effective if made, given or taken more than 90 days after such
          record date.

                                      10



          SECTION 105.    Notices, Etc., to Trustee and Company.

               Any request, demand, authorization, direction, notice,
          consent, waiver or Act of Holders or other document provided or
          permitted by this Indenture to be made upon, given or furnished
          to, or filed with,

                    (1)  the Trustee by any Holder or by the Company shall
               be sufficient for every purpose hereunder if made, given,
               furnished or filed in writing to or with the Trustee at its
               Corporate Trust Office, Attention: Corporate Trust
               Administration, or at any other address previously furnished
               in writing to the Company by the Trustee, or

                    (2)  the Company by the Trustee or by any Holder shall
               be sufficient for every purpose hereunder (unless otherwise
               herein expressly provided) if in writing and mailed, first-
               class postage prepaid, to the Company addressed to it and
               marked "Attention: Treasurer" at the address of its
               principal office specified in the first paragraph of this
               instrument or at any other address previously furnished in
               writing to the Trustee by the Company.

          SECTION 106.  Notice to Holders; Waiver.

               Where this Indenture provides for notice to Holders of any
          event, such notice shall be sufficiently given (unless otherwise
          herein expressly provided) if in writing and mailed, first-class
          postage prepaid, to each Holder affected by such event, at such
          Holder's address as it appears in the Security Register, not
          later than the latest date, and not earlier than the earliest
          date, prescribed for the giving of such notice.  In any case
          where notice to Holders is given by mail, neither the failure to
          mail such notice, nor any defect in any notice so mailed, to any
          particular Holder shall affect the sufficiency of such notice
          with respect to other Holders.  Where this Indenture provides for
          notice in any manner, such notice may be waived in writing by the
          person entitled to receive such notice, either before or after
          the event, and such waiver shall be the equivalent of such
          notice.  Waivers of notice by Holders shall be filed with the
          Trustee, but such filing shall not be a condition precedent to
          the validity of any action taken in reliance upon such waiver.

               In case by reason of the suspension of regular mail service
          or by reason of any other cause it shall be impracticable to give
          such notice by mail, then such notification as shall be made with
          the approval of the Trustee shall constitute a sufficient
          notification for every purpose hereunder.

          SECTION 107.  Conflict with Trust Indenture Act.
               If any provision hereof limits, qualifies or conflicts with
          another provision hereof which is required to be included in this
          Indenture by any of the provisions of the Trust Indenture Act,
          such required provision shall control.

                                         11



          SECTION 108.  Effect of Headings and Table of Contents.

               The Article and Section headings herein and the Table of
          Contents are for convenience only and shall not affect the
          construction hereof.

          SECTION 109.  Successors and Assigns.

               All covenants and agreements in this Indenture by the
          Company shall bind its successors and assigns, whether so
          expressed or not.

          SECTION 110.  Separability Clause.

               In case any provision in this Indenture or in the Securities
          shall be invalid, illegal or unenforceable, the validity,
          legality and enforceability of the remaining provisions shall not
          in any way be affected or impaired thereby.

          SECTION 111.  Benefits of Indenture.

               Nothing in this Indenture or in the Securities, express or
          implied, shall give to any Person, other than the parties hereto,
          any Security Registrar and Paying Agent, any Authenticating Agent
          and their successors hereunder and the Holders, any benefit or
          any legal or equitable right, remedy or claim under this
          Indenture.

          SECTION 112.  Governing Law.

               This Indenture and the Securities shall be governed by and
          construed in accordance with the laws of the State of New York.

          SECTION 113.  Legal Holidays.

               In any case where any Interest Payment Date, Redemption
          Date, Repayment Date or Stated Maturity of any Security shall not
          be a Business Day at any Place of Payment, then (notwithstanding
          any other provision of this Indenture or of the Securities)
          payment of interest or principal (and premium, if any) need not
          be made at such Place of Payment on such date, but may be made on
          the next succeeding Business Day at such Place of Payment with
          the same force and effect as if made on the Interest Payment Date
          or Redemption Date, Repayment Date or at the Stated Maturity,
          provided that no interest shall accrue for the period from and
          after such Interest Payment Date, Redemption Date, Repayment Date
          or Stated Maturity, as the case may be.

                                      12




                                     ARTICLE TWO

                                    SECURITY FORMS

          SECTION 201.  Forms Generally.

               The Securities of each series shall be in substantially the
          form set forth in this Article, or in such other form (including
          global form) as shall be established by or pursuant to a Board
          Resolution or in one or more indentures supplemental hereto, in
          each case with such appropriate insertions, omissions,
          substitutions and other variations as are required or permitted
          by this Indenture, and may have such letters, numbers or other
          marks of identification and such legends or endorsements placed
          thereon as may be required to comply with the rules of any
          securities exchange or as may, consistently herewith, be
          determined by the officers executing such Securities, as
          evidenced by their execution of the Securities.  If the form of
          Securities of any series is established by action taken pursuant
          to a Board Resolution, a copy of an appropriate record of such
          action shall be certified by the Secretary or an Assistant
          Secretary of the Company and delivered to the Trustee at or prior
          to the delivery of the Company Order contemplated by Section 303
          for the authentication and delivery of such Securities, if any.

               The Trustee's certificates of authentication shall be in
          substantially the form set forth in this Article.

               The definitive Securities shall be printed, lithographed or
          engraved or produced by any combination of these methods on steel
          engraved borders or may be produced in any other manner, subject
          to the rules of any securities exchange on which the Securities
          may be listed, all as determined by the officers executing such
          Securities, as evidenced by their execution of such Securities.

          SECTION 202.  Form of Face of Security.

               [If the Security is an Original Issue Discount Security, 
          insert - FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED
          STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF
          ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS..... % OF ITS
          PRINCIPAL AMOUNT, THE ISSUE DATE IS......, 19     AND THE YIELD
          TO MATURITY IS ...%, THE METHOD USED TO DETERMINE THE YIELD IS
          ... AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT APPLICABLE TO
          THE SHORT ACCRUAL PERIOD OF ...., 19     to ..., 19      is ... %
          OF THE PRINCIPAL AMOUNT, OF THIS SECURITY.]

                         COCA-COLA BOTTLING CO.  CONSOLIDATED
                           _____% __________DUE ___________
                              (Hereinafter "Securities")
          No....                                                      $ ...

              COCA-COLA BOTTLING CO.  CONSOLIDATED, a corporation duly 
         organized and existing under the laws of the State of Delaware (herein
         called the "Company", which term

                                      13


         includes any successor corporation under the Indenture hereinafter 
         referred to), for value received, hereby promises to pay to
         ..................................................
         ................................. or registered assigns, the
         principal sum of ..................... Dollars on
         ...........................................  [If the Security is
         to bear interest prior to Maturity, insert --, and to pay
         interest thereon from ................... or from the most recent
         Interest Payment Date to which interest has been paid or duly
         provided for, semi-annually on ..... and .....in each year,
         commencing .............,  at the rate of .. % per annum, until
         the principal hereof is paid or made available for payment if
         applicable insert --, and (to the extent that the payment of such
         interest shall be legally enforceable) at the     rate of ..% per
         annum on any overdue principal and premium and on any overdue
         installment of interest].  The interest so
         payable, and punctually paid or duly provided for, on any
         Interest Payment Date will, as provided in the Indenture, be paid
         to the Person in whose name this Security (or one or more
         Predecessor Securities) is registered at the close of business on
         the Regular Record Date for such interest, which shall be the ...
         or ... (whether or not a Business Day), as the case may be, next
         preceding such Interest Payment Date.  Any such interest not so
         punctually paid or duly provided for will forthwith cease to be
         payable to the Holder on such Regular Record Date and may either
         be paid to the Person in whose name this Security (or one or more
         Predecessor Securities) is registered at the close of business on
         a Special Record Date for the payment of such Defaulted Interest
         to be fixed by the Trustee, notice whereof shall be given to
         Holders of Securities of this series not less than 10 days prior
         to such Special Record Date, or be paid at any time in any other
         lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities of this series may be
         listed, and upon such notice as may be required by such exchange,
         all as more fully provided in the Indenture.]

               [If the Security is not to bear interest prior to Maturity,
          insert -- The principal of this Security shall not bear interest
          except in the case of a default in payment of principal upon
          acceleration, upon redemption, [if applicable,insert - upon
          repayment at the option of the Holder] or at Stated Maturity and
          in such case the overdue principal of this Security shall bear
          interest at the rate of ...% per annum (to the extent that the
          payment of such interest shall be legally enforceable), which
          shall accrue from the date of such default in payment to the date
          payment of such principal has been made or duly provided for. 
          Interest on any overdue principal shall be payable on demand.   
          Any such interest on any overdue principal that is not so paid on
          demand shall bear interest at the rate of ... % per annum (to the
          extent that the payment of such interest shall be legally
          enforceable), which shall accrue from the date of such demand for
          payment to the date payment of such interest has been made or
          duly provided for, and such interest shall also be payable on
          demand.]

               Payment of the principal of (and premium, if any) and [if
          applicable, insert -- any such] interest on this Security will be
          made at the office or agency of the Company maintained for that
          purpose in.......................................................
          ............................................................. 
          in such coin or currency of the United States of America as at 
          the time of payment is legal tender for payment of public and 
          private debts (if applicable, insert --; provided, however, that 
          at the option of the Company payment of interest

                                     14


          may be made by check mailed to the address of the Person entitled 
          thereto as such address shall appear in the Security Register].

               [Insert a brief description of the right, if any, of Holders
          to elect repayment.].

               Reference is hereby made to the further provisions of this
          Security set forth on the reverse hereof, which further
          provisions shall for all purposes have the same effect as if set
          forth at this place.

               Unless the certificate of authentication hereon has been
          executed by the Trustee referred to on the reverse hereof by
          manual signature, this Security shall not be entitled to any
          benefit under the Indenture or be valid or obligatory for any
          purpose.

                IN WITNESS WHEREOF, the Company has caused this instrument
          to be duly executed under its corporate seal.

          Dated:

                                             COCA-COLA BOTTLING CO.
                                             CONSOLIDATED


                                             By:.........................
                                                      [Title]

          Attest:


          .........................
            [Assistant] Secretary

          SECTION 203.   Form of Reverse of Security.


               This Security is one of a duly authorized issue of
          securities of the Company, issued and to be issued in one or more
          series under an Indenture, dated as of __________, 1994 (herein
          called the "Indenture"), between the Company and NationsBank of
          Georgia, National Association, as Trustee (herein called the
          "Trustee", which term includes any successor trustee under the
          Indenture), to which Indenture and all indentures supplemental
          thereto reference is hereby made for a statement of the
          respective rights, limitations of rights, duties and immunities
          thereunder of the Company, the Trustee and the Holders of the
          Securities and of the terms upon which the Securities are, and
          are to be, authenticated and delivered.  This Security is one of
          the series designated on the face hereof limited in aggregate
          principal amount to $.......].

                                       15




               [If applicable, insert -- The Securities of this series are
          subject to redemption upon not less than 30 days' nor more than
          60 days' prior notice by mail, [if applicable insert -- (1) on
          ....  in any year commencing with the year... and ending with the
          year.... through operation of the sinking fund for this series at
          a Redemption Price equal to 100% of the principal amount, and
          (2)] at any time [on or after..........,.... ], as a whole or
          from time to time in part, at the election of the Company, at the
          following Redemption Prices (expressed as percentages of the
          principal amount): If redeemed [on or before ....., ..... %, and
          if redeemed ] during the 12-month period beginning........ of the
          years indicated,

                      Redemption                                Redemption
          Year          Price              Year                    Price





          and thereafter at a Redemption Price equal to ... % of the
          principal amount, together in the case of any such redemption [if
          applicable, insert -- (whether through operation of the sinking
          fund or otherwise)] with accrued interest to the Redemption Date,
          but interest installments whose Stated Maturity is on or prior to
          such Redemption Date will be payable to the Holders of such
          Securities, or one or more Predecessor Securities, of record at
          the close of business on the relevant Record Dates referred to on
          the face hereof, all as provided in the Indenture.]

               [If applicable, insert -- The Securities of this series are
          subject to redemption upon not less than 30 days' notice by mail,
          (1) on............. in any year commencing with the year
          ...........  and ending with the year.......... through operation
          of  the sinking fund for this series at the Redemption Prices for
          redemption through operation of the sinking fund (expressed as
          percentages of the principal amount) set forth in the table
          below, and (2) at any time [on or after..........], as a whole or
          in part, at the election of the Company, at the Redemption Prices
          for redemption otherwise than through operation of the sinking
          fund (expressed as percentages of the principal amount) set forth
          in the table below: If redeemed during the 12-month period
          beginning....... of the years indicated.

                         Redemption Price 
                         For Redemption               Redemption Price For
                         Through Operation            Redemption Otherwise 
                              of the                 Than Through Operation
Year                        Sinking Fund               of the Sinking Fund


                                       16




          and thereafter at a Redemption Price equal to ... % of the
          principal amount, together in the case of any such redemption
          (whether through operation of the sinking fund or otherwise) with
          accrued interest to the Redemption Date, but interest
          installments whose Stated Maturity is on or prior to such
          Redemption Date will be payable to the Holders of such
          Securities, or one or more Predecessor Securities, of record at
          the close of business on the relevant Record Dates referred to on
          the face hereof, all as provided in the Indenture.]

                [Notwithstanding the foregoing, the Company may not, prior
          to............ redeem any Securities of this series as
          contemplated by [Clause (2) of] the preceding paragraph as a part
          of, or in anticipation of, any refunding operation by the
          application, directly or indirectly, of moneys borrowed having an
          interest cost to the Company (calculated in accordance with
          generally accepted financial practice) of less than ... % per
          annum.]

               [The sinking fund for this series provides for the
          redemption on....... in each year beginning with the year.... and
          ending with the year.... of [not less than] $......  [("mandatory
          sinking fund") and not more than $...... ] aggregate principal
          amount of Securities of this series. [Securities of this series
          acquired or redeemed by the Company otherwise than through
          [mandatory] sinking fund payments may be credited against
          subsequent [mandatory] sinking fund payments otherwise required
          to be made -- in the inverse order in which they become due.]

               [In the event of redemption of this Security in part only, a
          new Security or Securities of this series and of like tenor for
          the unredeemed portion hereof will be issued in the name of the
          Holder hereof upon the cancellation hereof.]

               [If applicable, insert provisions with respect to redemption
          or repayment at the option of the Holder and the issuance of
          Securities in lieu of Securities redeemed or repaid at the option
          of the Holder.]

               [If the Security is not an Original Issue Discount Security,
          -- If an Event of Default with respect to Securities of this
          series shall occur and be continuing, the principal of the
          Securities of this series may be declared due and payable in the
          manner and with the effect provided in the Indenture.]

               [If the Security is an Original Issue Discount Security, -If
          an Event of Default with respect to Securities of this series
          shall occur and be continuing, an amount of principal of the
          Securities of this series may be declared due and payable  in the
          manner and with the effect provided in the Indenture.  Such
          amount shall be equal to -- insert formula for determining the
          amount.  Upon payment (i) of the amount of principal so declared
          due and payable and (ii) of interest on any overdue principal and
          overdue interest (in each case to the extent that the payment of
          such interest shall be legally enforceable), all of the Company's
          obligations in respect of the payment of the principal of and
          interest, if any, on the Securities of this series shall
          terminate.]

                                       17



               The Indenture permits, with certain exceptions as therein
          provided, the amendment thereof and the modification of the
          rights and obligations of the Company and the rights of the
          Holders of the Securities of each series to be affected under the
          Indenture at any time by the Company and the Trustee with the
          consent of the Holders of not less than a majority in principal
          amount of the Securities at the time Outstanding of each series
          to be affected.  The Indenture also contains provisions
          permitting the Holders of specified percentages in principal
          amount of the Securities of each series at the time Outstanding,
          on behalf of the Holders of all Securities of such series, to
          waive compliance by the Company with certain provisions of the
          Indenture and certain past defaults under the Indenture and their
          consequences.  Any such consent or waiver by the Holder of this
          Security shall be conclusive and binding upon such Holder and
          upon all future Holders of this Security and of any Security
          issued upon the registration of transfer hereof or in exchange
          hereof or in lieu hereof, whether or not notation of such consent
          or waiver is made upon this Security.

               No reference herein to the Indenture and no provision of
          this Security or of the Indenture shall alter or impair the right
          of the Holder of this Security, which is absolute and
          unconditional, to receive payment of the principal of (and
          premium, if any) and interest on this Security at the times,
          place and rate, and in the coin or currency, herein prescribed,

               As provided in the Indenture and subject to certain
          limitations therein set forth, the transfer of this Security is
          registrable in the Security Register, upon surrender of this
          Security for registration of transfer at the office or agency of
          the Company in any place where the principal of (and premium, if
          any) and interest on this Security are payable, duly endorsed by,
          or accompanied by a written instrument of transfer in form
          satisfactory to the Company and the Security Registrar duly
          executed by, the Holder hereof or his attorney duly authorized in
          writing, and thereupon one or more new Securities of this series
          and of like tenor, of authorized denominations and for the same
          aggregate principal amount, will be issued to the designated
          transferee or transferees.

               The Securities of this series are issuable only in
          registered form without coupons in denominations of $......    
          and any integral multiple thereof.  As provided in the Indenture 
          and subject to certain limitations therein set forth, Securities 
          of this series are exchangeable for a like aggregate principal
          amount of Securities of this series and of like tenor of a
          different authorized denomination, as requested by the Holder
          surrendering the same.

               No service charge shall be made for any such registration of
          transfer or exchange, but the Company may require payment of a
          sum sufficient to cover any tax or other governmental charge
          payable in connection therewith.

               Prior to due presentment of this Security for registration
          of transfer, the Company, the Trustee and any agent of the
          Company or the Trustee may treat the Person in whose name this
          Security is registered as the owner hereof for all purposes,
          whether or not this Security be overdue, and neither the Company,
          the Trustee nor any such agent shall be affected by notice to the
          contrary.

                                    18



               All terms used in this Security which are defined in the
          Indenture shall have the meanings assigned to them in the
          Indenture.

               [If applicable, insert form of option to elect repayment.]

          SECTION 204.   Form of Trustee's Certificate of Authentication.

               This is one of the Securities of the series designated
          therein referred to in the within-mentioned Indenture.

                                        NationsBank of Georgia,

                                        National Association, as Trustee



                                   By:  ____________________________
                                        Authorized Signatory

          SECTION 205.  Securities in Global Form.

               If any Security of a series is issuable in global form, such
          Security may provide that it shall represent the aggregate amount
          of Outstanding Securities from time to time endorsed thereon and
          may also provide that the aggregate amount of Outstanding
          Securities represented thereby may from time to time be reduced
          to reflect exchanges.  Any endorsement of a Security in global
          form to reflect the amount, or any increase or decrease in the
          amount, of Outstanding Securities represented thereby shall be
          made by the Trustee and in such manner as shall be specified in
          such Security.  Any instructions by the Company with respect to a
          Security in global form, after its initial issuance, shall be in
          writing but need not comply with Section 102.

                                    ARTICLE THREE

                                    THE SECURITIES

          SECTION 301.  Amount Unlimited; Issuable in Series.

               The aggregate principal amount of Securities which may be
          authenticated and delivered under this Indenture is unlimited.

               The Securities may be issued in one or more series.  All
          Securities of each series issued under this Indenture shall in
          all respects be equally and ratably entitled to the benefits
          hereof with respect to such series without preference, priority
          or distinction on account of the actual time of the
          authentication and delivery or Maturity of the Securities of such
          series.  There shall be established in or pursuant to a Board
          Resolution and, subject to Section 303, set forth, or determined
          in the manner provided, in an Officers' Certificate, or
          established in one or more indentures supplemental hereto, prior
          to the issuance of Securities of any series:

                                  19



                    (1)  the title of the Securities of the series (which
               shall distinguish the Securities of the series from all
               other Securities);

                    (2)  any limit upon the aggregate principal amount of
               the Securities of the series which may be authenticated and
               delivered under this Indenture (except for Securities
               authenticated and delivered upon registration of transfer
               of, or in exchange for, or in lieu of, other Securities of
               the series pursuant to Section 304, 305, 306, 906 or 1107
               and except for any Securities which, pursuant to Section
               303, are deemed never to have been authenticated and
               delivered hereunder);

                    (3)  the date or dates (or manner of determining the
               same) on which the principal of the Securities of the series
               is payable (which, if so provided in such Board Resolution,
               may be determined by the Company from time to time and set
               forth in the Securities of the series issued from time to
               time);

                    (4)  the rate or rates (or the manner of calculation
               thereof) at which the Securities of the series shall bear
               interest, if any, the date or dates from which such interest
               shall accrue (which, if so provided by the Board Resolution,
               may be determined by the Company from time to time and set
               forth in the Securities of the series issued from time to
               time), the Interest Payment Dates on which such interest
               shall be payable and the Regular Record Date for the
               interest payable on any Interest Payment Date;

                    (5)  if other than the Corporate Trust Office of the
               Trustee, the place or places where the principal of (and
               premium, if any) and interest, if any, on Securities of the
               series shall be payable;

                    (6)  the period or periods within which, the price or
               prices at which and the terms and conditions upon which
               Securities of the series may be redeemed, in whole or in
               part, at the option of the Company;

                    (7)  the obligation, if any, of the Company to redeem
               or repurchase Securities of the series pursuant to any
               sinking fund or analogous provisions or at the option of a
               Holder thereof and the period or periods within which, the
               price or prices at which and the terms and conditions upon
               which Securities of the series shall be redeemed or
               repurchased, in whole or in part, pursuant to such
               obligation;

                    (8)  if other than denominations of $1,000 and any
               integral multiple thereof, the denominations in which
               Securities of the series shall be issuable;

                    (9)  whether the Securities of the series shall be
               issued in whole or in part in the form of a global Security
               or Securities and, in such case, the Depositary for such
               global Security or Securities;

                    (10)  if other than the principal amount thereof, the
               portion of the principal amount of Securities of the series
               which shall be payable upon declaration of acceleration of
               Maturity thereof pursuant to Section 502;

                                        20


                    (11)  the application, if any, of either or both of
               Section 1302 and Section 1303 hereof to the Securities of
               the series; and

                    (12)  any other terms of the series (which terms shall
               not be inconsistent with the provisions of this Indenture).

               All Securities of any one series shall be substantially
          identical except as to denomination and except as may otherwise
          be, provided in or pursuant to the Board Resolution referred to
          above and (subject to Section 303) set forth in the Officers'
          Certificate referred to above or in any such indenture
          supplemental hereto.

               If any of the terms of the series are established by action
          taken pursuant to a Board Resolution, a copy of an appropriate
          record of such action shall be certified by the Secretary or an
          Assistant Secretary of the Company and delivered to the Trustee
          at or prior to the delivery of the Officers' Certificate setting
          forth the terms of the series.

          SECTION 302.  Denominations.

               The Securities of each series shall be issuable in
          registered form without coupons in such denominations as shall be
          specified as contemplated by Section 301.  In the absence of any
          such provisions with respect to the Securities of any series, the
          Securities of such series shall be issuable in denominations of
          $1,000 and any integral multiple thereof.

          SECTION  303.  Execution, Authentication, Delivery and Dating.

               The Securities shall be executed on behalf of the Company by
          its Chairman of the Board or one of its Vice Chairmen, its
          President or one of its Vice Presidents, under its corporate seal
          reproduced thereon attested by its Secretary or one of its
          Assistant Secretaries.  The signature of any of these officers on
          the Securities may be manual or facsimile.

               Securities bearing the manual or facsimile signatures of
          individuals who were at any time the proper officers of the
          Company shall bind the Company, notwithstanding that such
          individuals or any of them have ceased to hold such offices prior
          to the authentication and delivery of such Securities or did not
          hold such offices at the date of such Securities.

               At any time and from time to time after the execution and
          delivery of this Indenture, the Company may deliver Securities of
          any series executed by the Company to the Trustee for
          authentication, together with a Company Order for the
          authentication and delivery of such Securities, and the Trustee
          in accordance with the Company Order shall authenticate and
          deliver such Securities. If any Security shall be represented by
          a global Security, then, for purposes of this Section and Section
          304, the notation of the record owner's interest therein upon
          original issuance of such Security shall be deemed to be delivery
          in connection with the original issuance of each beneficial
          owner's interest in such global Security.  If all the Securities
          of any one series are not to be originally issued at one time and
          if a Board Resolution relating to such Securities 

                                          21



          shall so permit, such Company Order may set forth procedures 
          acceptable to the Trustee for the issuance and authentication 
          of such Securities.

               If the form or terms of the Securities of the series have
          been established in or pursuant to one or more Board Resolutions
          as permitted by Sections 201 and 301, in authenticating such
          Securities, and accepting the additional responsibilities under
          this Indenture in relation to such Securities, the Trustee shall
          be entitled to receive, and (subject to Section 601) shall be
          fully protected in relying upon, an Opinion of Counsel stating:

                    (a)  if the form of such Securities has been
               established by or pursuant to Board Resolution as permitted
               by Section 201, that such form has been established in
               conformity with the provisions of this Indenture;

                    (b)  if the terms of such Securities have been
               established by or pursuant to Board Resolution as permitted
               by Section 301, that such terms have been established in
               conformity with the provisions of this Indenture;

                    (c)  that such Securities, when authenticated and
               delivered by the Trustee and issued by the Company in the
               manner and subject to any conditions specified in such
               Opinion of Counsel, will constitute valid and legally
               binding obligations of the Company, enforceable in
               accordance with their terms, subject to bankruptcy,
               insolvency, reorganization and other laws of general
               applicability relating to or affecting the enforcement of
               creditors' rights and to general equity principles;

                    (d)  that all laws and requirements in respect of the
               execution and delivery by the Company of the Securities have
               been complied with; and

                    (e)  such other matters as the Trustee may reasonably
               request.

          If such form or terms have been so established, the Trustee shall
          not be required to authenticate such Securities if the issue of
          such Securities pursuant to this Indenture will affect the
          Trustee's own rights, duties or immunities under the Securities
          and this Indenture or otherwise in a manner which is not
          reasonably acceptable to the Trustee.

               Notwithstanding the provisions of Section 301 and of the
          preceding paragraph, if all Securities of a series are not to be
          originally issued at one time, it shall not be necessary to
          deliver the Officers' Certificate otherwise required pursuant to
          Section 301 or the Company Order and Opinion of Counsel otherwise
          required pursuant to such preceding paragraph at or prior to the
          time of authentication of each Security of such series if such
          documents are delivered at or prior to the time of authentication
          upon original issuance of the first Security of such series to be
          issued.

               Unless otherwise provided in the form of Security for any
          series, all Securities shall be dated the date of its authentication.

                                         22



               No Security shall be entitled to any benefit under this
          Indenture or be valid or obligatory for any purpose unless there
          appears on such Security a certificate of authentication
          substantially in the form provided for herein executed by the
          Trustee by manual signature, and such certificate upon any
          Security shall be conclusive evidence, and the only evidence,
          that such Security has been duly authenticated and delivered
          hereunder and is entitled to the benefits of this Indenture. 
          Notwithstanding the foregoing, if any Security shall have been
          authenticated and delivered hereunder but never issued and sold
          by the Company, and the Company shall deliver such Security to
          the Trustee for cancellation as provided in Section 309 together
          with a written statement (which need not comply with Section 102
          and need not be accompanied by an opinion of Counsel) stating
          that such Security has never been issued and sold by the Company,
          for all purposes of this Indenture such Security shall be deemed
          never to have been authenticated and delivered hereunder and
          shall never be entitled to the benefits of this Indenture.

               If the Company shall establish pursuant to Section 301 that
          the Securities of a series are to be issued in the form of one or
          more global Securities, then the Company shall execute and the
          Trustee shall, in accordance with this Section and the Company
          Order with respect to such series, authenticate and deliver one
          or more global Securities that (i) shall represent and shall be
          denominated in an amount equal to the aggregate principal amount
          of all of the Securities of such series issued and not yet
          canceled, (ii) shall be registered in the name of the Depositary
          for such global Security or Securities or the nominee of such
          Depositary, (iii) shall be delivered by the Trustee to such
          Depositary or pursuant to such Depositary's instructions and (iv)
          shall bear a legend substantially to the following effect:
          "Unless and until it is exchanged in whole or in part for
          Securities in definitive registered form, this Security may not
          be transferred  except as a whole by the Depositary to the
          nominee of the Depositary or by a nominee of the Depositary to
          the Depositary or another nominee of the Depositary or by the
          Depositary or any such nominee to a successor Depositary or a
          nominee of such successor Depositary."

               Each Depositary designated pursuant to Section 301 for a
          global Security must, at the time of its designation and at all
          times while it serves as Depositary, be a clearing agency
          registered under the Securities Exchange Act of 1934, as amended,
          and any other applicable statute or regulation.

          SECTION 304.  Temporary Securities.

               Pending the preparation of definitive Securities of any
          series, the Company may execute, and upon Company Order the
          Trustee shall authenticate and deliver, temporary Securities
          which are printed, lithographed, typewritten, mimeographed or
          otherwise produced, in any authorized denomination, substantially
          of the tenor of the definitive Securities in lieu of which they
          are issued and with such appropriate insertions, omissions,
          substitutions and other variations as the officers executing such
          Securities may determine, as evidenced by their execution of such
          Securities.

               If temporary Securities of any series are issued, the
          Company will cause definitive Securities of that series to be
          prepared without unreasonable delay.  After the preparation of

                                        23



          definitive Securities of such series, the temporary Securities of
          such series shall be exchangeable for definitive Securities of
          such series of like Stated Maturity and with like terms and
          provisions upon surrender of the temporary Securities of such
          series at the office or agency of the Company in a Place of
          Payment for that series, without charge to the Holder.  Upon
          surrender for cancellation of any one or more temporary
          securities of any series, the Company shall execute and the
          Trustee shall authenticate and deliver in exchange therefor a
          like principal amount of definitive Securities of the same series
          and of like Stated Maturity and with like terms and provisions. 
          Until so exchanged the temporary Securities of any series shall
          in all respects be entitled to the same benefits under this
          Indenture as definitive Securities of such series of like Stated
          Maturity and with like terms and provisions.

          SECTION 305.  Registration; Registration of Transfer and
                    Exchange.

               The Company shall cause to be kept at one of its offices or
          agencies maintained pursuant to Section 1002 a register (the
          register maintained in such office and in any other office or
          agency of the Company in a Place of Payment being herein
          sometimes collectively referred to as the "Security Register") in
          which, subject to such reasonable regulations as it may
          prescribe, the Company shall provide for the registration of
          Securities and of transfers of Securities.  The person
          responsible for the maintenance of the Security Register is
          referred to herein as the "Security Registrar".  The Trustee is
          hereby appointed the initial "Security Registrar".

               Upon surrender for registration of transfer of any Security
          of any series at the office or agency in a Place of Payment for
          that series, the Company shall execute, and the Trustee shall
          authenticate and deliver, in the name of the designated
          transferee or transferees, one or more new Securities of the same
          series, of any authorized denominations and of a like aggregate
          principal amount and tenor.

               At the option of the Holder, Securities of any series may be
          exchanged for other Securities of the same series, of any
          authorized denominations and of a like aggregate principal amount
          and tenor, upon surrender of the Securities to be exchanged at
          such office or agency.  Whenever any Securities are so
          surrendered for exchange, the Company shall execute, and the
          Trustee shall authenticate and deliver, the Securities which the
          Holder making the exchange is entitled to receive.

               All Securities issued upon any registration of transfer or
          exchange of Securities shall be the valid obligations of the
          Company, evidencing the same debt, and entitled to the same
          benefits under this Indenture, as the Securities surrendered upon
          such registration of transfer or exchange.

               Every Security presented or surrendered for registration of
          transfer or for exchange shall (if so required by the Company or
          the Security Registrar) be duly endorsed, or be accompanied by a
          written instrument of transfer in form satisfactory to the
          Company and the Security Registrar duly executed, by the Holder
          thereof or his attorney duly authorized in writing.

                                     24



               No service charge shall be made for any registration of
          transfer or exchange of Securities, but the Company may require
          payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection with any
          registration of transfer or exchange of Securities, other than
          exchanges pursuant to Sections 304, 906 or 1107 not involving any
          transfer.

               The Company shall not be required (i) to issue, register the
          transfer of or exchange Securities of any series during a period
          beginning at the opening of business 15 days before the day of
          the mailing of a notice of redemption of Securities of that
          series selected for redemption under Section 1103 and ending at
          the close of business on the day of such mailing, or (ii) to
          register the transfer of or exchange any Security so selected for
          redemption in whole or in part, except the unredeemed portion of
          any Security being redeemed in part.

               Notwithstanding any other provision of this Section 305,
          unless and until it is exchanged in whole or in part for
          Securities in definitive registered form, a global Security
          representing all or a portion of the Securities of a series may
          not be transferred except as a whole by the Depositary for such
          series to a nominee of such Depositary or by a nominee of such
          Depositary to such Depositary or another nominee of such
          Depositary or by such Depositary or any such nominee to a
          successor Depositary for such series or a nominee of such
          successor depositary.

               If at any time the Depositary for the Securities of a series
          notifies the Company that it is unwilling or unable to continue
          as Depositary for the Securities of such series or if at any time
          the Depositary for the Securities of such series shall no longer
          be eligible under Section 303, the Company shall appoint a
          successor Depositary with respect to the Securities of such
          series.   If a successor Depositary for the Securities of such
          series is not appointed by the Company within 90 days after the
          Company receives such notice or becomes aware of such
          ineligibility, the Company's election pursuant to Section 301(9)
          shall no longer be effective with respect to the Securities of
          such series, and the Company will execute, and the Trustee, upon
          receipt of a Company Order for the authentication and delivery of
          definitive Securities of such series, will authenticate and
          deliver, Securities of such series in definitive registered form
          without coupons, in any authorized denominations, in an aggregate
          principal amount equal to the principal amount of the global
          Security or Securities representing such series, in exchange for
          such global Security or Securities.

               The Company may at any time and in its sole discretion
          determine that the Securities of any series issued in the form of
          one or more global Securities shall no longer be represented by a
          global Security or Securities.  In such event the Company will
          execute, and the Trustee, upon receipt of a Company Order for the
          authentication and delivery of definitive Securities of such
          series, will authenticate and deliver, Securities of such series
          in definitive registered form without coupons, in any authorized
          denominations, in an aggregate principal amount equal to the
          principal amount of the global Security or Securities
          representing such series, in exchange for such global Security or
          Securities.

                                        25



               If specified by the Company pursuant to Section 301 with
          respect to a series of Securities, a Person owning a beneficial
          interest in a global Security for Securities of a series may
          instruct the Depositary for such series of Securities to
          surrender such global Security in exchange in whole or in part
          for Securities of such series in definitive registered form on
          such terms as are acceptable to the Company and such Depositary. 
          Thereupon, the Company shall execute, and the Trustee shall
          authenticate and deliver, without service charge:

               (i)  to the Person specified by such Depositary a new
          Security or Securities of the same series, of any authorized
          denomination as requested by such Person, in an aggregate
          principal amount equal to and in exchange for such Person's
          beneficial interest in the global Security; and

               (ii)  to such Depositary a new global Security in a
          denomination equal to the difference, if any, between the
          principal amount of the surrendered global Security and the
          aggregate principal amount of Securities authenticated and
          delivered pursuant to Clause (i) above.

               Upon the exchange of a global Security for Securities in
          definitive registered form without coupons, in authorized
          denominations, such global Security shall be cancelled by the
          Trustee.  Securities in definitive registered form without
          coupons issued in exchange for a global Security pursuant to this
          Section 305 shall be registered in such names and in such
          authorized denominations as the Depositary for such global
          Security, pursuant to instructions from its direct or indirect
          participants or otherwise, shall instruct the Trustee.  The
          Trustee shall deliver such Securities to or as directed by the
          Persons in whose names such Securities are so registered.

          SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

               If any mutilated Security is surrendered to the Trustee, the
          Company shall execute and the Trustee shall authenticate and
          deliver in exchange therefor a new Security of the same series
          and of like tenor and principal amount and bearing a number not
          contemporaneously outstanding.

               If there shall be delivered to the Company and the Trustee
          (i) evidence to their satisfaction of the destruction, loss or
          theft of any Security and (ii) such security or indemnity as may
          be required by them to save each of them and any agent of either
          of them harmless, then, in the absence of notice to the Company
          or the Trustee that such Security has been acquired by a bona
          fide purchaser, the Company shall execute and upon its request
          the Trustee shall authenticate and deliver, in lieu of any such
          destroyed, lost or stolen Security, a new Security of the same
          series and of like tenor and principal amount and bearing a
          number not contemporaneously outstanding.

               In case any such mutilated, destroyed, lost or stolen
          Security has become or is about to become due and payable, the
          Company in its discretion may, instead of issuing a new Security,
          pay such Security.

               Upon the issuance of any new Security under this Section,
          the Company may require the payment of a sum sufficient to cover
          any tax or other governmental charge that may be imposed 

                                       26


          in relation thereto and any other expenses (including the fees 
          and expenses of the Trustee) connected therewith.

               Every new Security of any series issued pursuant to this
          Section in lieu of any destroyed, lost or stolen Security shall
          constitute an original additional contractual obligation of the
          Company, whether or not the destroyed, lost or stolen Security
          shall be at any time enforceable by anyone, and shall be entitled
          to all the benefits of this Indenture equally and proportionately
          with any and all other Securities of that series duly issued
          hereunder.

               The provisions of this Section are exclusive and shall
          preclude (to the extent lawful) all other rights and remedies
          with respect to the replacement or payment of mutilated,
          destroyed, lost or stolen Securities.

          SECTION 307.  Payment of Interest; Interest Rights Reserved.

               Unless otherwise provided as contemplated by Section 301
          with respect to any series of Securities, interest on any
          Security which is payable, and is punctually paid or duly
          provided for, on any Interest Payment Date shall be paid to the
          Person in whose name that Security (or one or more Predecessor
          Securities) is registered at the close of business on the Regular
          Record Date for such interest.

               Any interest on any Security of any series which is payable,
          but is not punctually paid or duly provided for, on any Interest
          Payment Date (herein called "Defaulted Interest") shall forthwith
          cease to be payable to the Holder on the relevant Regular Record
          Date by virtue of having been such Holder, and such Defaulted
          Interest may be paid by the Company, at its election in each
          case, as provided in Clause (1) or (2) below:

                    (1)  The Company may elect to make payment of any
               Defaulted Interest to the Persons in whose names the
               Securities of such series (or their respective Predecessor
               Securities) are registered at the close of business on a
               Special Record Date for the payment of such Defaulted
               Interest, which shall be fixed in the following manner.  The
               Company shall notify the Trustee in writing of the amount of
               Defaulted Interest proposed to be paid on each Security of
               such series and the date of the proposed payment, and at the
               same time the Company shall deposit with the Trustee an
               amount of money equal to the aggregate amount proposed to be
               paid in respect of such Defaulted Interest or shall make
               arrangements satisfactory to the Trustee for such deposit
               prior to the date of the proposed payment, such money when
               deposited to be held in trust for the benefit of the Persons
               entitled to such Defaulted Interest as in this Clause
               provided.  Thereupon the Trustee shall fix a Special Record
               Date for the payment of such Defaulted Interest which shall
               be not more than 15 days and not less than 10 days prior to
               the date of the proposed payment and not less than 10 days
               after the receipt by the Trustee of the notice of the
               proposed payment.  The Trustee shall promptly notify the
               Company of such Special Record Date and, in the name and at
               the expense of the Company, shall cause notice of the
               proposed payment of such Defaulted Interest and the Special
               Record Date therefor 

                                           27 



               to be mailed, first-class postage prepaid, to each Holder of 
               Securities of such series at his address as it appears in 
               the Security Register, not less than 11 days prior to such 
               Special Record Date.  The Trustee may, in its discretion, 
               in the name and at the expense of the Company, cause a similar 
               notice to be published at least once in an authorized newspaper 
               in each Place of Payment, but such publication shall not be 
               a condition precedent to the establishment of such Special 
               Record Date.  Notice of the proposed payment of such Defaulted 
               Interest and the Special Record Date therefor having been so 
               mailed, such Defaulted Interest shall be paid to the Persons 
               in whose names the Securities of such series (or their 
               Prespective Predecessor Securities) are registered at the 
               close of business on such Special Record Date and shall no 
               longer be payable pursuant to the following clause (2).

                    (2)  The Company may make payment of any Defaulted
               Interest on the Securities of any series in any other lawful
               manner not inconsistent with the requirements of any
               securities exchange on which such Securities may be listed,
               and upon such notice as may be required by such exchange,
               if, after notice given by the Company to the Trustee of the
               proposed payment pursuant to this Clause, such manner of
               payment shall be deemed practicable by the Trustee.

               Subject to the foregoing provisions of this Section, each
          Security delivered under this Indenture upon registration of
          transfer of or in exchange for or in lieu of any other Security
          shall carry the rights to interest accrued and unpaid, and to
          accrue, which were carried by such other Security.

          SECTION 308.  Persons Deemed Owners.

               Prior to due presentment of a Security for registration of
          transfer, the Company, the Trustee and any agent of the Company
          or the Trustee may treat the Person in whose name such Security
          is registered as the owner of such Security for the purpose of
          receiving payment of principal of (and premium, if any) and
          (subject to Section 307) interest, if any, on such Security and
          for all other purposes whatsoever, whether or not such Security
          be overdue, and neither the Company, the Trustee nor any agent of
          the Company or the Trustee shall be affected by notice to the
          contrary.

               None of the Company, the Trustee, any Paying Agent or the
          Security Registrar will have any responsibility or liability for
          any aspect of the records relating to or payments made on account
          of beneficial ownership interests of a global Security or for
          maintaining, supervising or reviewing any records relating to
          such beneficial ownership interests.

          SECTION 309.  Cancellation.

               All Securities surrendered for payment, redemption,
          registration of transfer or exchange or for credit against any
          sinking fund payment shall, if surrendered to any Person other
          than the Trustee, be delivered to the Trustee and shall be
          promptly cancelled by it.  The Company may 

                                     28



          at any time deliver to the Trustee for cancellation any Securities 
          previously authenticated and delivered hereunder which the Company 
          may have acquired in any manner whatsoever and may deliver to the 
          Trustee (or to any other Person for delivery to the Trustee) for
          cancellation any Securities previously authenticated hereunder
          which the Company has not issued and sold, and all Securities so
          delivered shall be promptly cancelled by the Trustee, except that
          if a global Security is so surrendered, the Company shall
          execute, and the Trustee shall authenticate and deliver to the
          Depositary for such global Security, without service charge, a
          new global Security or Securities in a denomination equal to and
          in exchange for the unredeemed portion of the principal of the
          global Security so surrendered.  No Securities shall be
          authenticated in lieu of or in exchange for any Securities
          canceled as provided in this Section, except as expressly
          permitted by this Indenture.  All cancelled Securities held by
          the Trustee shall be destroyed by the Trustee, and the Trustee
          shall deliver a certificate of such destruction to the Company.

               Notwithstanding any other provision of this Indenture to the
          contrary, in the case of a series, all the Securities of which
          are not deemed to have been originally issued at one time, a
          Security of such series shall not be deemed to have been
          Outstanding at any time hereunder if and to the extent that,
          subsequent to the authentication and delivery thereof, such
          Security is delivered to the Trustee for such Security for
          cancellation by the Company or any agent thereof upon the failure
          of the original purchaser thereof to make payment therefor
          against delivery thereof, and any Security so delivered to such
          Trustee shall be promptly cancelled by it.


          SECTION 310.  Computation of Interest.

               Except as otherwise specified as contemplated by Section 301
          for Securities of any series, interest, if any, on the Securities
          of each series shall be computed on the basis of a 360-day year
          of twelve 30-day months.

                                     ARTICLE FOUR

                              SATISFACTION AND DISCHARGE

          SECTION 401.  Satisfaction and Discharge of Securities of any
                    Series.

               (a)  The Company shall be deemed to have satisfied and
          discharged the entire indebtedness on all the Securities of any
          particular series and, so long as no Event of Default shall be
          continuing, the Trustee for the Securities of such series, upon
          Company Request and at the expense of the Company, shall execute
          proper instruments acknowledging satisfaction and discharge of
          such indebtedness, when:

                    (1)  either

                         (A)  all Securities of such series theretofore
                    authenticated and delivered (other than (i) Securities
                    of such series which have been destroyed, lost or
                    stolen and which have been replaced or paid as provided
                    in Section 306 and (ii) Securities 

                                        29



                    of such series for whose payment money has theretofore
                    been deposited in trust or segregated and held in trust 
                    by the Company and thereafter repaid to the Company or 
                    discharged from such trust, as provided in Section 1003) 
                    have been delivered to the Trustee for cancellation; or

                         (B)  all Outstanding Securities of such series not
                    described in subclause (A) above and not theretofore
                    delivered to the Trustee for cancellation

                         (i)  have become due and payable, or 

                         (ii)  will become due and payable at their
                         Stated Maturity within one year, or

                         (iii) are to be called for redemption within one
                         year under arrangements satisfactory to the
                         Trustee for the giving of notice of redemption by
                         the Trustee in the name, and at the expense, of
                         the Company,

                    and the Company, in the case of (i), (ii) or (iii)
                    above, has deposited or caused to be deposited with the
                    Trustee as trust funds in trust for the purpose an
                    amount sufficient to pay and discharge the entire
                    indebtedness on all such Outstanding Securities, for
                    principal (and premium, if any) and interest, if any,
                    to the date of such deposit (in the case of Securities
                    which have become due and payable) or to the Stated
                    Maturity or Redemption Date, as the case may be;

                         (2)  the Company has paid or caused to be paid all
               other sums payable hereunder by the Company with respect to
               Securities of such series; and

                         (3)  the Company has delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel, each
               stating that all conditions precedent herein provided for
               relating to the satisfaction and discharge of the entire
               indebtedness on all Securities of such series have been
               complied with.

               (b)  Upon the satisfaction of the conditions set forth in
          this Section 401 with respect to all the Securities of any
          series, the terms and conditions of such series, including the
          terms and conditions with respect thereto set forth in this
          Indenture, shall no longer be binding upon, or applicable to, the
          Company, and the Holders or the Securities of such series shall
          look for payment only to the funds deposited with the Trustee
          pursuant to Section 401(a)(1)(B); provided, however, that in no
          event shall the Company be discharged from any obligations under
          Sections 305, 306 (except that Securities of such series issued
          upon registration of transfer or exchange or in lieu of mutilated, 
          destroyed, lost or stolen Securities shall not be obligations of 
          the Company), 607, 611, 701 or 1002; and provided, further, that in 
          the event a petition for relief under Title 11 of the United States 
          Code or a successor statute is filed and not discharged with respect 
          to the Company within 91 days after the deposit pursuant to Section 
          401(a)(1)(B), the entire indebtedness on all Securities of such 
          series shall not be discharged, and in such event the 

                                   30



          Trustee shall return such deposited funds as it is
          then holding to the Company upon Company Request.

          SECTION 402.  Application of Trust Money.

               Subject to the provisions of the last paragraph of Section
          1003, all money deposited with the Trustee pursuant to Section
          401 shall be held in trust and applied by it, in accordance with
          the provisions of the Securities and this Indenture, to the
          payment, either directly or through any Paying Agent (including
          the Company acting as its own Paying Agent) as the Trustee may
          determine, to the Persons entitled thereto, of the principal (and
          premium, if any) and interest, if any, for whose payment such
          money has been deposited with the Trustee; but such money need
          not be segregated from other funds except to the extent otherwise
          required by law.

                                     ARTICLE FIVE

                                       REMEDIES

          SECTION 501.  Events of Default.

               "Event of Default", wherever used herein with respect to
          Securities of any series, means any one of the following events
          (whatever the reason for such Event of Default and whether it
          shall be voluntary or involuntary or be effected by operation of
          law or pursuant to any judgment, decree or order of any court or
          any order, rule or regulation of any administrative or
          governmental body):

                    (1)  default in the payment of any interest upon any
               Security of that series when it becomes due and payable, and
               continuance of such default for a period of 30 days; or

                    (2)  default in the payment of the principal of (or
               premium, if any, on) any Security of that series at its
               Maturity; or

                    (3)  default in the deposit of any sinking fund
               payment, when and as due by the terms of a Security of that
               series; or

                    (4)  default in the performance, or breach, of any
               covenant or warranty of the Company in this Indenture (other
               than a covenant or warranty a default in whose performance
               or whose breach is elsewhere in this Section specifically
               dealt with or which has expressly been included in this
               Indenture solely for the benefit of a series of Securities
               other than that series), and continuance of such default or
               breach for a period of 60 days after there has been given,
               by registered or certified mail, to the Company by the
               Trustee or to the Company and the Trustee by the Holders of
               at least 25% in principal amount of the Outstanding
               Securities of that series a written notice specifying such
               default or breach and requiring it to be remedied and
               stating that such notice is a "Notice of Default" hereunder;
               or

                                          31



                    (5)  a default under or the acceleration of the
               maturity date of any bond, debenture, note or other evidence
               of indebtedness of the Company or any Restricted Subsidiary
               (other then the Securities of that series) or a default
               under any indenture or other instrument under which any such
               evidence of indebtedness has been issued or by which it is
               governed and the expiration of the applicable period of
               grace, if any, specified in such evidence of indebtedness,
               indenture or other instrument, if the aggregate amount of
               indebtedness with respect to which such default or
               acceleration has occurred exceeds $1.0 million; provided,
               however, that, if such default or acceleration under such
               evidence of indebtedness, indenture or other instrument
               shall be cured by the Company, or be waived by the holders
               of such indebtedness, in each case as may be permitted by
               such evidence of indebtedness, indenture or other
               instrument, then the Event of Default hereunder by reason of
               such default shall be deemed likewise to have been thereupon
               cured or waived;

                    (6)  the entry by a court having jurisdiction in the
               premises of (A) a decree or order for relief in respect of
               the Company in an involuntary case or proceeding under any
               applicable Federal or State bankruptcy, insolvency,
               reorganization or other similar law or (B) a decree or order
               adjudging the Company a bankrupt or insolvent, or approving
               as properly filed a petition seeking reorganization,
               arrangement, adjustment or composition of or in respect of
               the Company under any applicable Federal or State law, or
               appointing a custodian, receiver, liquidator, assignee,
               trustee, sequestrator or other similar official of the
               Company or of any substantial part of its property, or
               ordering the winding up or liquidation of its affairs, and
               the continuance of any such decree or order for relief or
               any such other decree or order unstayed and in effect for a
               period of 60 consecutive days; or

                    (7)  the commencement by the Company of a voluntary
               case or proceeding under any applicable Federal or State
               bankruptcy, insolvency, reorganization or other similar law
               or of any other case or proceeding to be adjudicated a
               bankrupt or insolvent, or the consent by it to the entry of
               a decree or order for relief in respect of the Company in an
               involuntary case or proceeding under any applicable Federal
               or State bankruptcy, insolvency, reorganization or other
               similar law or to the commencement of any bankruptcy or
               insolvency case or proceeding against it, or the filing by
               it of a petition or answer or consent seeking reorganization
               or relief under any applicable Federal or State law, or the
               consent by it to the filing of such petition or to the
               appointment of or taking possession by a custodian,
               receiver, liquidator, assignee, trustee, sequestrator or
               similar official of the Company or of any substantial part
               of its property, or the making by it of an assignment for
               the benefit of creditors, or the admission by it in writing
               of its inability to pay its debts generally as they become
               due, or the taking of corporate action by the Company in
               furtherance of any such action; or

                    (8)  any other Event of Default provided with respect
               to Securities of that series,

                                       32


          SECTION 502.     Acceleration of Maturity; Rescission and
                    Annulment.

               If an Event of Default with respect to Securities of any
          series at the time Outstanding occurs and is continuing, then in
          every such case the Trustee or the Holders of not less than 25%
          in principal amount of the Outstanding Securities of that series
          may declare the principal amount (or, if any of the Securities of
          that series are Original Issue Discount Securities, such portion
          of the principal amount of such Securities as may be specified in
          the terms thereof) of all of the Securities of that series to be
          due and payable immediately, by a notice in writing to the
          Company (and to the Trustee if given by Holders), and upon any
          such declaration such principal amount (or specified amount),
          plus any interest accrued on such Securities to the date of
          declaration, shall become immediately due and payable.

                Upon payment (i) of (A) such principal amount and (B) such
          interest and (ii) of interest on any overdue principal and
          overdue interest (in each case to the extent that the payment of
          such interest shall be legally enforceable), all of the Company's
          obligations in respect of the payment of the principal of and
          interest on such Securities shall terminate.

               At any time after such a declaration of acceleration with
          respect to Securities of any series has been made and before a
          judgment or decree for payment of the money due has been obtained
          by the Trustee as hereinafter in this Article provided, the
          Holders of a majority in principal amount of the Outstanding
          Securities of that series, by written notice to the Company and
          the Trustee, may rescind and annul such declaration and its
          consequences if:

                    (1)  the Company has paid or deposited with the Trustee
               a sum sufficient to pay

                         (A)  all overdue interest on all Securities of
                    that series,

                         (B)  the principal of (and premium, if any, on)
                    any Securities of that series which have become due
                    otherwise than by such declaration of acceleration and
                    interest thereon at the rate or rates prescribed
                    therefor in such Securities,

                         (C)  to the extent that payment of such interest
                    is lawful, interest upon overdue interest at the rate
                    or rates prescribed therefor in such Securities, and

                         (D)  all sums paid or advanced by the Trustee
                    hereunder and the reasonable compensation, expenses,
                    disbursements and advances of the Trustee, its agents
                    and counsel;

               and

                    (2)  all Events of Default with respect to Securities
               of that series, other than the non-payment of the principal
               of Securities of that series which have become due solely by
               such declaration of acceleration, have been cured or waived
               as provided in Section 513.

                                         33



          No such rescission shall affect any subsequent default or impair
          any right consequent thereon.

          SECTION 503.  Collection of Indebtedness and Suits for
          Enforcement by Trustee.

               The Company covenants that if

                    (1)  default is made in the payment of any interest on
               any Security when such interest becomes due and payable and
               such default continues for a period of 30 days, or

                    (2)  default is made in the payment of the principal of
               (or premium, if any, on) any Security at the Maturity
               thereof,

          the Company will, upon demand of the Trustee, pay to it, for the
          benefit of the Holder of such Security, the whole amount then due
          and payable on such Security for principal (and premium, if any)
          and interest, if any, and, to the extent that payment of such
          interest shall be legally enforceable, interest on any overdue
          principal (and premium, if any) and on any overdue interest, at
          the rate or rates prescribed therefor in such Security, and, in
          addition thereto, such further amount as shall be sufficient to
          cover the costs and expenses of collection, including the
          reasonable compensation, expenses, disbursements and advances of
          the Trustee, its agents and counsel.

               If the Company fails to pay such amounts forthwith upon such
          demand, the Trustee, in its own name and as trustee of an express
          trust, may institute a judicial proceeding for the collection of
          the sums so due and unpaid, may prosecute such proceeding to
          judgment or final decree and may enforce the same against the
          Company or any other obligor upon such Security and collect the
          moneys adjudged or decreed to be payable in the manner provided
          by law out of the property of the Company or any other obligor
          upon such Security, wherever situated.

               If an Event of Default with respect to Securities of any
          series occurs and is continuing, the Trustee may in its
          discretion proceed to protect and enforce its rights and the
          rights of the Holders of Securities of such series by such
          appropriate judicial proceedings as the Trustee shall deem most
          effectual to protect and enforce any such rights, whether for the
          specific enforcement of any covenant or agreement in this
          Indenture or in aid of the exercise of any power granted herein,
          or to enforce any other proper remedy.

          SECTION 504.  Trustee May File Proofs of Claim.

               In case of the pendency of any receivership, insolvency,
          liquidation, bankruptcy, reorganization, arrangement, adjustment,
          composition or other judicial proceeding relative to  the Company
          or any other obligor upon the Securities or the property of the
          Company or of such other obligor or their creditors, the Trustee
          (irrespective of whether the principal of the Securities shall
          then be due and payable as therein expressed or by declaration or
          otherwise and irrespective of whether the Trustee shall have made
          any demand on the Company for the 
                                       34



          payment of overdue principal or
          interest) shall be entitled and empowered, by intervention in
          such proceeding or otherwise,

                 (i)   to file and prove a claim for the whole amount of
               principal (and premium, if any), and interest, if any, owing
               and unpaid in respect of the Securities and to file such
               other papers or documents as may be necessary or advisable
               in order to have the claims of the Trustee (including any
               claim for the reasonable compensation, expenses,
               disbursements and advances of the Trustee, its agents and
               counsel) and of the Holders allowed in such judicial
               proceeding, and

                 (ii)  to collect and receive any moneys or other property
               payable or deliverable on any such claims and to distribute
               the same;

          and any custodian, receiver, assignee, trustee, liquidator,
          sequestrator or other similar official in any such judicial
          proceeding is hereby authorized by each Holder to make such
          payments to the Trustee and, in the event that the Trustee shall
          consent to the making of such payments directly to the Holders,
          to pay to the Trustee any amount due it for the reasonable
          compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, and any other amounts due the
          Trustee under Section 607.

               Nothing herein contained shall be deemed to authorize the
          Trustee to authorize or consent to or accept or adopt on behalf
          of any Holder any plan of reorganization, arrangement, adjustment
          or composition affecting the Securities or the rights of any
          Holder thereof or to authorize the Trustee to vote in respect of
          the claim of any Holder in any such proceeding.


          SECTION 505. Trustee May Enforce Claims Without Possession of
                    Securities.

               All rights of action and claims under this Indenture or the
          Securities may be prosecuted and enforced by the Trustee without
          the possession of any of the Securities or the production thereof
          in any proceeding relating thereto, and any such proceeding
          instituted by the Trustee shall be brought in its own name as
          trustee of an express trust, and any recovery of judgment shall,
          after provision for the payment of the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents
          and counsel, be for the ratable benefit of the Holders of the
          Securities in respect of which such judgment has been recovered.

          SECTION 506.  Application of Money Collected.

               Any money collected by the Trustee pursuant to this Article
          shall be applied in the following order, at the date or dates
          fixed by the Trustee and, in the case of the distribution of such
          money on account of principal (or premium, if any) or interest,
          if any, upon presentation of the Securities and the notation
          thereon of the payment if only partially paid and upon surrender
          thereof if fully paid:

                    FIRST: To the payment of all amounts due the Trustee
               under Section 607;

                                    35



                    SECOND: To the payment of the amounts then due and
               unpaid for principal of (and premium, if any) and interest,
               if any, on the Securities in respect of which or for the
               benefit of which such money has been collected, ratably,
               without preference or priority of any kind, according to the
               amounts due and payable on such Securities for principal
               (and premium, if any) and interest, if any, respectively;
               and

                    THIRD: The balance, to the Person or Persons lawfully
               entitled thereto, or as a court of competent jurisdiction
               may direct.

          SECTION 507.  Limitation on Suits.

               No Holder of any Security of any series shall have any right
          to institute any proceeding, judicial or otherwise, with respect
          to this Indenture, or for the appointment of a receiver or
          trustee, or for any other remedy hereunder, unless:

                    (1)  such Holder has previously given written notice to
               the Trustee of a continuing Event of Default with respect to
               the Securities of that series:

                    (2)  the Holders of not less than 25% in principal
               amount of the Outstanding Securities of that series shall
               have made written request to the Trustee to institute
               proceedings in respect of such Event of Default in its own
               name as Trustee hereunder;

                    (3)  such Holder or Holders have offered to the Trustee
               reasonable indemnity against the costs, expenses and
               liabilities to be incurred in compliance with such request;

                    (4)  the Trustee for 60 days after its receipt of such
               notice, request and offer of indemnity has failed to
               institute any such proceeding; and

                    (5)  no direction inconsistent with such written
               request has been given to the Trustee during such 60-day
               period by the Holders of a majority in principal amount of
               the Outstanding Securities of that series, it being
               understood and intended that no one or more of such Holders
               shall have any right in any manner whatever by virtue of, or
               by availing of, any provision of this Indenture to affect,
               disturb or prejudice the rights of any other of such
               Holders, or to obtain or to seek to obtain priority or
               preference over any other of such Holders or to enforce any
               right under this Indenture, except in the manner herein
               provided and for the equal and ratable benefit of all such
               Holders.

          SECTION 508.  Unconditional Right of Holders to Receive
          Principal, Premium and Interest.

               Notwithstanding any other provision in this Indenture, the
          Holder of any Security shall have the right, which is absolute
          and unconditional, to receive payment of the principal of (and
          premium, if any) and (subject to Section 307) interest, if any,
          on such Security on the Stated Maturity or Maturities expressed
          in such Security (or, in the case of redemption, on the

                                    36



          Redemption Date or, in the case of repayment at the option of the
          Holder, on the Repayment Date) and to institute suit for the
          enforcement of any such payment, and such rights shall not be
          impaired without the consent of such Holder.

          SECTION 509.  Restoration of Rights and Remedies.

               If the Trustee or any Holder has instituted any proceeding
          to enforce any right or remedy under this Indenture and such
          proceeding has been discontinued or abandoned for any reason, or
          has been determined adversely to the Trustee or to such Holder,
          then and in every such case, subject to any determination in such
          proceeding, the Company, the Trustee and the Holders shall be
          restored severally and respectively to their former positions
          hereunder and thereafter all rights and remedies of the Trustee
          and the Holders shall continue as though no such proceeding had
          been instituted.

          SECTION 510.  Rights and Remedies Cumulative.

               Except as otherwise provided with respect to the replacement
          or payment of mutilated, destroyed, lost or stolen Securities in
          the last paragraph of Section 306, no right or remedy herein
          conferred upon or reserved to the Trustee or to the Holders is
          intended to be exclusive of any other right or remedy, and every
          right and remedy shall, to the extent permitted by law, be
          cumulative and in addition to every other right and remedy given
          hereunder or now or hereafter existing at law or in equity or
          otherwise.  The assertion or employment of any right or remedy
          hereunder, or otherwise, shall not prevent the concurrent
          assertion or employment of any other appropriate right or remedy.

          SECTION 511.  Delay or Omission Not Waiver.

               No delay or omission of the Trustee or of any Holder of any
          Securities to exercise any right or remedy accruing upon any
          Event of Default shall impair any such right or remedy or
          constitute a waiver of any such Event of Default or an
          acquiescence therein.  Every right and remedy given by this
          Article or by law to the Trustee or to the Holders may be
          exercised from time to time, and as often as may be deemed
          expedient, by the Trustee or by the Holders, as the case may be.

          SECTION 512.  Control by Holders.

               The Holders of a majority in principal amount of the
          Outstanding Securities of any series shall have the right to
          direct the time, method and place of conducting any proceeding
          for any remedy available to the Trustee, or exercising any trust
          or power conferred on the Trustee, with respect to the Securities
          of such series, provided that

                    (1)  such direction shall not be in conflict with any
               rule of law or with this Indenture, expose the Trustee to
               personal liability or be unduly prejudicial to Holders not
               joining therein, and

                                      37



                    (2)  the Trustee may take any other action deemed
               proper by the Trustee which is not inconsistent with such
               direction.

          SECTION 513.  Waiver of Past Defaults.

               The Holders of not less than a majority in principal amount
          of the Outstanding Securities of any series may on behalf of the
          Holders of all the Securities of such series waive any past
          default hereunder with respect to such series and its
          consequences, except a default

                    (1)  in the payment of the principal of (or premium, if
               any) or interest, if any, on any Security of such series, or

                    (2)  in respect of a covenant or provision hereof which
               under Article Nine cannot be modified or amended without the
               consent of the Holder of each Outstanding Security of such
               series affected.

                Upon any such waiver, such default shall cease to exist,
          and any Event of Default arising therefrom shall be deemed to
          have been cured, for every purpose of this Indenture, but no such
          waiver shall extend to any subsequent or other default or impair
          any right consequent thereon.

          SECTION 514.  Undertaking for Costs.

               All parties to this Indenture agree, and each Holder of any
          Security by his acceptance thereof shall be deemed to have
          agreed, that any court may in its discretion require, in any suit
          for the enforcement of any right or remedy under this Indenture,
          or in any suit against the Trustee for any action taken, suffered
          or omitted by it as Trustee, the filing by any party litigant in
          such suit of an undertaking to pay the costs of such suit, and
          that such court may in its discretion assess reasonable costs,
          including reasonable attorneys' fees, against any party litigant
          in such suit, having due regard to the merits and good faith of
          the claims or defenses made by such party litigant; but the
          provisions of this Section shall not apply to any suit instituted
          by the Trustee, to any suit instituted by any Holder, or group of
          Holders, holding in the aggregate more than 10% in principal
          amount of the Outstanding Securities of any series, or to any
          suit instituted by any Holder for the enforcement of the payment
          of the principal of (or premium, if any) or interest, if any, on
          any Security on or after the Stated Maturity or Maturities
          expressed in such Security (or, in the case of redemption, on or
          after the Redemption Date or, in the case of repayment at the
          option of the Holder, on or after the Repayment Date).

          SECTION 515.  Waiver of Stay or Extension Laws.

               The Company covenants (to the extent that it may lawfully do
          so) that it will not at any time insist upon, or plead, or in any
          manner whatsoever claim or take the benefit or advantage of, any
          stay or extension law wherever enacted, now or at any time
          hereafter in force, which may affect the covenants or the
          performance of this Indenture; and the Company (to the extent

                                    38



          that it may lawfully do so) hereby expressly waives all benefit
          or advantage of any such law and covenants that it will not
          hinder, delay or impede the execution of any power herein granted
          to the Trustee, but will suffer and permit the execution of every
          such power as though no such law had been enacted.

          SECTION 516.  Record Date for Action by Holders.

               The Company may set a record date for purposes of
          determining the identity of Holders of Securities entitled to
          vote or consent to any action by vote or consent authorized or
          permitted by Section 512 or 513 hereof.  Such record date shall
          be the later of 30 days prior to the first solicitation of such
          consent or the date of the most recent list of Holders furnished
          to the Trustee pursuant to Section 701 hereof prior to such
          solicitation.

                                     ARTICLE SIX

                                     THE TRUSTEE

          SECTION 601.  Certain Duties and Responsibilities.

               (a)  Except during the continuance of an Event of Default,
                    (1)  the Trustee undertakes to perform such duties and
               only such duties as are specifically set forth in this
               Indenture, and no implied covenants or obligations shall be
               read into this Indenture against the Trustee; and

                    (2)  in the absence of bad faith on its part, the
               Trustee may conclusively rely, as to the truth of the
               statements and the correctness of the opinions expressed
               therein, upon certificates or opinions furnished to the
               Trustee and conforming to the requirements of this
               Indenture; but in the case of any such certificates or
               opinions which by any provision hereof are specifically
               required to be furnished to the Trustee, the Trustee shall
               be under a duty to examine the same to determine whether or
               not they conform to the requirements of this Indenture.

               (b)  In case an Event of Default with respect to any series
          of Securities has occurred and is continuing, the Trustee shall
          exercise such of the rights and powers vested in it by this
          Indenture, and use the same degree of care and skill in their
          exercise, as a prudent man would exercise or use under the
          circumstances in the conduct of his own affairs.

               (c)  No provision of this Indenture shall be construed to
          relieve the Trustee from liability for its own negligent action,
          its own negligent failure to act, or its own willful misconduct,
          except that:

                    (1)  this Subsection shall not be construed to limit
               the effect of Subsection (a) of this Section;

                                   39



                    (2)  the Trustee shall not be liable for any error of
               judgment made in good faith by a Responsible Officer, unless
               it shall be proved that the Trustee was negligent in
               ascertaining the pertinent facts;

                    (3)  the Trustee shall not be liable with respect to
               any action taken or omitted to be taken by it in good faith
               in accordance with the direction of the Holders of a
               majority in principal amount of the Outstanding Securities
               of any series, determined as provided in Section 512,
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Trustee, or
               exercising any trust or power conferred upon the Trustee,
               under this Indenture with respect to the Securities of such
               series; and

                    (4)  no provision of this Indenture shall require the
               Trustee to expend or risk its own funds or otherwise incur
               any financial liability in the performance of any of its
               duties hereunder, or in the exercise of any of its rights or
               powers, if it shall have reasonable grounds for believing
               that repayment of such funds or adequate indemnity against
               such risk or liability is not reasonably assured to it.

               (d)  Whether or not therein expressly so provided, every
          provision of this Indenture relating to the conduct or affecting
          the liability of or affording protection to the Trustee shall be
          subject to the provisions of this Section.

          SECTION 602.  Notice of Defaults.

               Within 90 days after the occurrence of any default hereunder
          with respect to the Securities of any series, the Trustee shall
          transmit by mail to all Holders of Securities of such series, as
          their names and addresses appear in the Security Register, notice
          of such default hereunder known to the Trustee, unless such
          default shall have been cured or waived;   provided, however,
          that, except in the case of a default in the payment of the
          principal of (or premium, if any) or interest on any Security of
          such series or in the payment of any sinking fund installment
          with respect to Securities of such series, the Trustee shall be
          protected in withholding such notice if and so long as the board
          of directors, the executive committee or a trust committee of
          directors or Responsible Officers of the Trustee in good faith
          determine that the withholding of such notice is in the interest
          of the Holders of Securities of such series; and provided,
          further, that in the case of any default of the character
          specified in Section 501(4) with respect to Securities of such
          series, no such notice to Holders shall be given until at least
          30 days after the occurrence thereof.  For the purpose of this
          Section, the term "default" means any event which is, or after
          notice or lapse of time or both would become, an Event of Default
          with respect to Securities of such series.

               The Trustee shall not be deemed to have knowledge of any
          default or Event of Default except (i) an Event of Default
          described in Section 501(1), (2) or (3) so long as the Trustee is
          Paying Agent for the Securities or (ii) any default or Event of
          Default of which the Trustee shall have received written
          notification or a Responsible Officer charged with the
          administration of this Indenture shall have obtained actual
          knowledge, and such notification shall not be deemed 

                                    40



          to include receipt of information obtained in any report or other 
          documents furnished under Section 704(1) or (2) of this Indenture, 
          which reports and documents the Trustee shall have no duty to examine.

          SECTION 603.  Certain Rights of Trustee.

               Subject to the provision of Section 601:

                    (a)  the Trustee may rely and shall be protected in
               acting or refraining from acting upon any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note,
               other evidence of indebtedness or other paper or document
               believed by it to be genuine and to have been signed or
               presented by the proper party or parties;

                    (b)  any request or direction of the Company mentioned
               herein shall be sufficiently evidenced by a Company Request
               or Company Order or as otherwise expressly provided herein
               and any resolution of the Board of Directors may be
               sufficiently evidenced by a Board Resolution;

                    (c)  whenever in the administration of this Indenture
               the Trustee shall deem it desirable that a matter be proved
               or established prior to taking, suffering or omitting any
               action hereunder, the Trustee (unless other evidence be
               herein specifically prescribed) may, in the absence of bad
               faith on its part, rely upon an Officers' Certificate;

                    (d)  the Trustee may consult with counsel and the
               advice of such counsel or any Opinion of Counsel shall be
               full and complete authorization and protection in respect of
               any action taken, suffered or omitted by it hereunder in
               good faith and in reliance thereon;

                    (e)  the Trustee shall be under no obligation to
               exercise any of the rights or powers vested in it by this
               Indenture at the request or direction of any of the Holders
               pursuant to this Indenture, unless such Holders shall have
               offered to the Trustee reasonable security or indemnity
               against the costs, expenses and liabilities which might be
               incurred by it in compliance with such request or direction;

                    (f)  the Trustee shall not be bound to make any
               investigation into the facts or matters stated in any
               resolution, certificate, statement, instrument, opinion,
               report, notice, request, direction, consent, order, bond,
               debenture, note, other evidence of indebtedness or other
               paper or document, but the Trustee, in its discretion, may
               make such further inquiry or investigation into such facts
               or matters as it may see fit, and, if the Trustee shall
               determine to make such further inquiry or investigation, it
               shall be entitled to examine the books, records and premises
               of the Company, personally or by agent or attorney; and

                                    41



                    (g)  the Trustee may execute any of the trusts or
               powers hereunder or perform any duties hereunder either
               directly or by or through agents or attorneys and the
               Trustee shall not be responsible for any misconduct or
               negligence on the part of any agent or attorney appointed
               with due care by it hereunder.

          SECTION 604.  Not Responsible for Recitals or Issuance of
                    Securities.

               The recitals contained herein and in the Securities, except
          the Trustee's certificates of authentication, shall be taken as
          the  statements of the Company, and the Trustee or any
          Authenticating Agent assumes no responsibility for their
          correctness.  The Trustee makes no representations as to the
          validity or sufficiency of this Indenture or of the Securities. 
          The Trustee or any Authenticating Agent shall not be accountable
          for the use or application by the Company of Securities or the
          proceeds thereof.

          SECTION 605.  May Hold Securities.

               The Trustee, any Authenticating Agent, any Paying Agent, any
          Security Registrar or any other agent of the Company, in its
          individual or any other capacity, may become the owner or pledgee
          of Securities and, subject to Sections 608 and 613, may otherwise
          deal with the Company with the same rights it would have if it
          were not Trustee, Authenticating Agent, Paying Agent, Security
          Registrar or such other agent.

          SECTION 606.  Money Held in Trust.

               Money held by the Trustee in trust hereunder need not be
          segregated from other funds except to the extent required by law. 
          The Trustee shall be under no liability for interest on any money
          received by it hereunder except as otherwise agreed with the
          Company.

          SECTION 607.  Compensation and Reimbursement.

               The Company agrees:

                    (1)  to pay to the Trustee from time to time reasonable
               compensation for all services rendered by it hereunder
               (which compensation shall not be limited by any provision of
               law in regard to the compensation of a trustee of an express
               trust);

                    (2)  except as otherwise expressly provided herein, to
               reimburse the Trustee upon its request for all reasonable
               expenses, disbursements and advances incurred or made by the
               Trustee in accordance with any provision of this Indenture
               (including the reasonable compensation and the expenses and
               disbursements of its agents and counsel), except any such
               expense, disbursement or advance as may be attributable to
               its negligence or bad faith; and

                                     42



                    (3)  to indemnify the Trustee and its officers,
               directors, employees and agents (the Trustee and its
               offecers, directors, employees and agents referred to in
               this Section collectively as the "Indemnified Parties" and
               individually as an "Indemnified Party") for, and to hold
               each Indemnified Party harmless against, any loss, liability
               or expense incurred without negligence or bad faith on its
               part, arising out of or in connection with the acceptance or
               administration by the Trustee of the trust or trusts
               hereunder, including the costs and expenses of defending
               itself against any claim or liability in connection with the
               exercise or performance of any of its powers or duties
               hereunder.  As security for the performance of the
               obligations of the Company under this Section, the Trustee
               shall have a lien prior to the Securities upon all property
               and funds held or collected by the Trustee, as such, except
               funds held in trust for the payment of principal of (and
               premium, if any) or interest on Securities.

          SECTION 608.  Persons Ineligible for Appointment as Trustee.

               Neither the Company nor any other Person directly or
          indirectly controlling, controlled by or under common control
          with the Company shall serve as Trustee.  

          SECTION 609.  Disqualification; Conflicting Interests.

                    (a)  If the Trustee has or shall acquire any
               conflicting interest, as defined in this Section, with
               respect to the Securities of any series, then within 90 days
               after ascertaining that it has such conflicting interest,
               and if the default (as defined in Subsection (b) of this
               Section) to which such conflicting interest relates has not
               been cured or duly waived or otherwise eliminated before the
               end of such 90-day period, it shall either eliminate such
               conflicting interest or, except as otherwise provided in
               this Section 609, resign with respect to the Securities of
               that series in the manner and with the effect hereinafter
               specified in this Article, and the Company shall take prompt
               steps to have a successor appointed in the manner provided
               in this Article Six.

                    (b)  In the event that the Trustee shall fail to comply
               with the provisions of Subsection (a) of this Section with
               respect to the Securities of any series, the Trustee shall,
               within 10 days after the expiration of such 90-day period,
               transmit by mail to all Holders of Securities of that
               series, as their names and addresses appear in the Security
               Register, notice of such failure in the manner and to the
               extent provided in Subsection (a) of Section 703 hereof.

                    (c)  For the purposes of this Section, the Trustee
               shall be deemed to have a conflicting interest with respect
               to the Securities of any series if such Securities are in
               default (as defined in Subsection (b) of this Section, but
               exclusive of any period of grace or requirement of notice)
               and:

                        (1)  the Trustee is trustee under this Indenture with 
                   respect to the Outstanding Securities of any series other 
                   than that series or is trustee under another indenture 

                                    43



                   under which any other securities, or
                   certificates of interest or participation in any other
                   securities, of the Company are outstanding, unless such
                   other indenture is a collateral trust indenture under
                   which the only collateral consists of Securities issued
                   under this Indenture, provided that there shall be
                   excluded from the operation of this paragraph this
                   Indenture with respect to the Securities of any series
                   other than that series or any indenture or indentures
                   under which other securities, or certificates of
                   interest or participation in other securities, of the
                   Company are outstanding, if

                              (i)  this Indenture and such other indenture
                         or indentures (and all series of Securities
                         issuable thereunder) are wholly unsecured and rank
                         equally and such other indenture or indentures
                         (and such series) are hereafter qualified under
                         the Trust Indenture Act, unless the Commission
                         shall have found and declared by order pursuant to
                         Section 305(b) or Section 307(c) of the Trust
                         Indenture Act that differences exist between the
                         provisions of this Indenture with respect to
                         Securities of that series and one or more other
                         series or the provisions of such other indenture
                         or indentures which are so likely to involve a
                         material conflict of interest as to make it
                         necessary in the public interest or for the
                         protection of investors to disqualify the Trustee
                         from acting as such under this Indenture with
                         respect to the Securities of that series and such
                         other series or under such other indenture or
                         indentures, or

                              (ii)  the Company shall have sustained the
                         burden of proving, on application to the
                         Commission and after opportunity for hearing
                         thereon, that trusteeship under this Indenture
                         with respect to the Securities of that series and
                         such other series or such other indenture or
                         indentures is not so likely to involve a material
                         conflict of interest as to make it necessary in
                         the public interest or for the protection of
                         investors to disqualify the Trustee from acting as
                         such under this Indenture with respect to the
                         Securities of that series and such other series or
                         under such other indenture or indentures;

                         (2)  the Trustee or any of its directors or
                    executive officers is an underwriter for the Company;

                         (3)  the Trustee directly or indirectly controls
                    or is directly or indirectly controlled by or is under
                    direct or indirect common control with an underwriter
                    for the Company:

                         (4)  the Trustee or any of its directors or
                    executive officers is a director, officer, partner,
                    employee, appointee or representative of the Company,
                    or of an underwriter (other than the Trustee itself)
                    for the Company who is currently engaged in the
                    business of underwriting, except that: (i) one
                    individual may be 

                                      44



                    a director or an executive officer,
                    or both, of the Trustee and a director or an executive
                    officer, or both, of the Company but may not be at the
                    same time an executive officer of both the Trustee and
                    the Company; (ii) if and so long as the number of
                    directors of the Trustee in office is more than nine,
                    one additional individual may be a director or an
                    executive officer, or both, of the Trustee and a
                    director of the Company; and (iii) the Trustee may be
                    designated by the Company or by an underwriter for the
                    Company to act in the capacity of transfer agent,
                    registrar, custodian, paying agent, fiscal agent,
                    escrow agent or depository, or in any other similar
                    capacity, or, subject to the provisions of paragraph
                    (1) of this Subsection, to act as trustee, whether
                    under an indenture or otherwise;

                         (5)  10% or more of the voting securities of the
                    Trustee is beneficially owned either by the Company or
                    by any director, partner or executive officer thereof,
                    or 20% or more of such voting securities is
                    beneficially owned, collectively, by any two or more of
                    such persons; or 10% or more of the voting securities
                    of the Trustee is beneficially owned either by an
                    underwriter for the Company or by any director, partner
                    or executive officer thereof, or is beneficially owned,
                    collectively, by any two or more such persons;

                         (6)  the Trustee is the beneficial owner of, or
                    holds as collateral security for an obligation which is
                    in default (as hereinafter in this Subsection defined),
                    (i) 5% or more of the voting securities, or 10% or more
                    of any other class of security, of the Company not
                    including the Securities issued under this Indenture
                    and securities issued under an other indenture under
                    which the Trustee is also trustee, or (ii) 10% or more
                    of any class of security of an underwriter for the
                    Company;

                         (7)  the Trustee is the beneficial owner of, or
                    holds as collateral security for an obligation which is
                    in default (as hereinafter in this Subsection defined),
                    5% or more of the voting securities of any person who,
                    to the knowledge of the Trustee, owns 10% or more of
                    the voting securities of, or controls directly or
                    indirectly or is under direct or indirect common
                    control with, the Company;

                         (8)  the Trustee is the beneficial owner of, or
                    holds as collateral security for an obligation which is
                    in default (as hereinafter in this Subsection defined),
                    10% or more of any class of security of any person who,
                    to the knowledge of the Trustee, owns 50% or more of
                    the voting securities of the Company; 

                         (9)  the Trustee owns, on the date of default upon
                    the Securities of any series issued under this
                    Indenture (as such term is defined hereinafter in this
                    Section but exclusive of any period of grace or
                    requirement of notice) or any anniversary of such
                    default while such default upon the Securities of a
                    series issued under this Indenture remains outstanding,
                    in the capacity of executor, administrator,
                    testamentary or inter vivos trustee, guardian,
                    committee or conservator, or in any other similar
                    capacity, an aggregate of 25% or more of the voting
                    securities, or 

                                            45



                    of any class of security, of any person,
                    the beneficial ownership of a specified percentage of
                    which would have constituted a conflicting interest
                    under paragraph (6), (7) or (8) of this Subsection.  As
                    to any such securities of which the Trustee acquired
                    ownership through becoming executor, administrator or
                    testamentary trustee of an estate which includes them,
                    the provisions of the preceding sentence shall not
                    apply, for a period of two years from the date of such
                    acquisition, to the extent that such securities
                    included in such estate do not exceed 25% of such
                    voting securities or 25% of any such class of security. 
                    Promptly after the dates of any such default upon the
                    Securities of any series issued under this Indenture
                    and annually in each succeeding year that such
                    Securities remain in default, the Trustee shall make a
                    check of its holdings of such securities in any of the
                    above-mentioned capacities as of such dates.  If the
                    Company fails to make payment in full of the principal
                    of (or premium, if any) or interest on any of the
                    Securities when and as the same becomes due and
                    payable, and such failure continues for 30 days
                    thereafter, the Trustee shall make a prompt check of
                    its holdings of such securities in any of the above-
                    mentioned capacities as of the date of the expiration
                    of such 30-day period, and after such date,
                    notwithstanding the foregoing provisions of this
                    paragraph, all such securities so held by the Trustee,
                    with sole or joint control over such securities vested
                    in it, shall, but only so long as such failure shall
                    continue, be considered as though beneficially owned by
                    the Trustee for the purposes of paragraphs (6), (7) and
                    (8) of this Subsection; or 

                         (10)  except under the circumstances described in
                    paragraphs (1), (3), (4), (5) or (6) of Subsection (b)
                    of Section 614 of this Indenture, the Trustee shall be
                    or shall become a creditor of the Company.

               The specification of percentages in paragraphs (5) to (9),
          inclusive, of this Subsection shall not be construed as
          indicating that the ownership of such percentages of the
          securities of a person is or is not necessary or sufficient to
          constitute direct or indirect control for the purposes of
          paragraph (3) or (7) of this Subsection.

               For the purposes of paragraphs (6), (7), (8) and (9) of this
          Subsection only, (i) the terms "security" and "securities" shall
          include only such securities as are generally known as corporate
          securities, but shall not include any note or other evidence of
          indebtedness issued to evidence an obligation to repay moneys
          lent to a person by one or more banks, trust companies or banking
          firms, or any certificate of interest or participation in any
          such note or evidence of indebtedness; (ii) an obligation shall
          be deemed to be "in default" when a default in payment of
          principal shall have continued for 30 days or more and shall not
          have been cured; and (iii) the Trustee shall not be deemed to be
          the owner or holder of (A) any security which it holds as
          collateral security, as trustee or otherwise, for an obligation
          which is not in default as defined in clause (ii) above, or (8)
          any security which it holds as collateral security under this
          Indenture, irrespective of any default hereunder, or (C) any
          security which it holds as agent for collection, or as custodian,
          escrow agent or depository, or in any similar representative
          capacity.

                                    46



               Except in the case of a default in the payment of the
          principal of or interest on any Security issued under this
          Indenture, or in the payment of any sinking or purchase fund
          installment, the Trustee shall not be required to resign as
          provided by this Subsection if the Trustee shall have sustained
          the burden of proving, on application to the Commission and after
          opportunity for hearing thereon, that:

                    (i)  the default under this Indenture may be cured or
               waived during a reasonable period and under the procedures
               described in such application, and

                    (ii)  a stay of the Trustee's duty to resign will not
               be inconsistent with the interests of Holders of the
               Securities.  The filing of such an application shall
               automatically stay the performance of the duty to resign
               until the Commission orders otherwise.

               Any resignation of the Trustee shall become effective only
          upon the appointment of a successor Trustee and such successor's
          acceptance of such an appointment.

                    (d)  For the purposes of this Section:

                         (1)  The term "underwriter", when used with
                    reference to the Company, means every person who,
                    within one year prior to the time as of which the
                    determination is made, has purchased from the Company
                    with a view to, or has offered or sold for the Company
                    in connection with, the distribution of any security of
                    the Company outstanding at such time, or has
                    participated or has had a direct or indirect
                    participation in any such undertaking, or has
                    participated or has had a participation in the direct
                    or indirect underwriting of any such undertaking, but
                    such term shall not include a person whose interest was
                    limited to a commission from an underwriter or dealer
                    not in excess of the usual and customary distributors'
                    or sellers' commission.

                         (2)  The term "director" means any director of a
                    corporation or any individual performing similar
                    functions with respect to any organization, whether
                    incorporated or unincorporated,

                         (3)  The term "person" means an individual, a
                    corporation, a partnership, an association, a joint-
                    stock company, a trust, an unincorporated organization
                    or a government or political subdivision thereof.  As
                    used in this paragraph, the term "trust" shall include
                    only a trust where the interest or interests of the
                    beneficiary or beneficiaries are evidenced by a
                    security.

                         (4)  The term "voting security" means any security
                    presently entitling the owner or holder thereof to vote
                    in the direction or management of the affairs of a
                    person, or any security issued under or pursuant to any
                    trust, agreement or arrangement whereby a trustee or
                    trustees or agent or agents for the owner or 

                                        47



                    holder of such security are presently entitled to vote in 
                    the direction or management of the affairs of a person.

                         (5)  The term "Company" means any obligor upon the
                    Securities.

                         (6)  The term "executive officer" means the
                    president, every vice president, every trust officer,
                    the cashier, the secretary and the treasurer of a
                    corporation, and any individual customarily performing
                    similar functions with respect to any organization
                    whether incorporated or unincorporated, but shall not
                    include the chairman of the board of directors.

                    (e)  The percentages of voting securities and other
               securities specified in this Section shall be calculated in
               accordance with the following provisions:

                         (1)  A specified percentage of the voting
                    securities of the Trustee, the Company or any other
                    person referred to in this Section (each of whom is
                    referred to as a "person" in this paragraph) means such
                    amount of the outstanding voting securities of such
                    person as entitles the holder or holders thereof to
                    cast such specified percentage of the aggregate votes
                    which the holders of all the outstanding voting
                    Securities of such person are entitled to cast in the
                    direction or management of the affairs of such person.

                         (2)  A specified percentage of a class of
                    securities of a person means such percentage of the
                    aggregate amount of securities of the class
                    outstanding.

                         (3)  The term "amount", when used in regard to
                    securities, means the principal amount if relating to
                    evidences of indebtedness, the number of shares if
                    relating to capital shares and the number of units if
                    relating to any other kind of security.

                         (4)  The term "outstanding" means issued and not
                    held by or for the account of the issuer.  The
                    following securities shall not be deemed outstanding
                    within the meaning of this definition:

                              (i)  securities of an issuer held in a
                         sinking fund relating to securities of the issuer
                         of the same class;

                              (ii)  securities of an issuer held in a
                         sinking fund relating to another class of
                         securities of the issuer, if the obligation
                         evidenced by such other class of securities is not
                         in default as to principal or interest or
                         otherwise;

                              (iii)  securities pledged by the issuer
                         thereof as security for an obligation of the
                         issuer not in default as to principal or interest
                         or otherwise; and

                                       48



                              (iv)  securities held in escrow if placed in
                         escrow by the issuer thereof;

                    provided, however, that any voting securities of an
                    issuer shall be deemed outstanding if any person other
                    than the issuer is entitled to exercise the voting
                    rights thereof

                         (5)  A security shall be deemed to be of the same
                    class as another security if both securities confer
                    upon the holder or holders thereof substantially the
                    same rights and privileges; provided, however, that, in
                    the case of secured evidences of indebtedness, all of
                    which are issued under a single indenture, differences
                    in the interest rates or maturity dates of various
                    series thereof shall not be deemed sufficient to
                    constitute such series different classes; and provided,
                    further, that, in the case of unsecured evidences of
                    indebtedness, differences in the interest rates or
                    maturity dates thereof shall not be deemed sufficient
                    to constitute them securities of different classes,
                    whether or not they are issued under a single
                    indenture.

          SECTION 610.  Corporate Trustee Required; Eligibility.

               There shall at all times be a Trustee hereunder which shall
          be a corporation organized and doing business under the laws of
          the United States of America, any State thereof or the District
          of Columbia, authorized under such laws to exercise corporate
          trust powers, shall be subject to supervision or examination by
          Federal, State or District of Columbia authority and shall (i)
          have a combined capital and surplus of at least $50,000,000 or
          (ii) be a wholly owned subsidiary of a bank, trust company or
          bank holding company having a combined capital and surplus of at
          least $50,000,000 and subject to supervision or examination by
          Federal, State or District of Columbia authority.  If such
          corporation publishes reports of condition at least annually,
          pursuant to law or to the requirements of said supervising or
          examining authority, then for the purposes of this Section, the
          combined capital and surplus of such corporation shall be deemed
          to be its combined capital and surplus as set forth in its most
          recent report of condition so published.  If at any time the
          Trustee shall cease to be eligible in accordance with the
          provisions of this Section, it shall resign immediately in the
          manner and with the effect hereinafter specified in this Article.

          SECTION 611.  Resignation and Removal; Appointment of Successor.

               (a)  No resignation or removal of the Trustee and no
          appointment of a successor Trustee pursuant to this Article shall
          become effective until the acceptance of appointment by the
          successor Trustee in accordance with the applicable requirements
          of Section 611.

               (b)  The Trustee may resign at any time with respect to 
          the Securities of one or more series by giving written notice 
          thereof to the Company.  If the instrument of acceptance by 
          a successor Trustee required by Section 611 shall not have 
          been delivered to the Trustee within 

                                  49



          30 days after the giving of such notice of
          resignation, the resigning Trustee may petition any court of
          competent jurisdiction for the appointment of a successor Trustee
          with respect to the Securities of such series.

               (c)  The Trustee may be removed at any time with respect to
          the Securities of any series by Act of the Holders of a majority
          in principal amount of the Outstanding Securities of such series,
          delivered to the Trustee and to the Company.

                (d)  If at any time:

                    (1)  the Trustee shall fail to comply with Section
               609(a) after written request therefor by the Company or by
               any Holder who has been a bona fide Holder of a Security for
               at least six months, or

                    (2)  the Trustee shall cease to be eligible under
               Section 610 and shall fail to resign after written request
               therefor by the Company or by any such Holder, or

                    (3)  the Trustee shall become incapable of acting or
               shall be adjudged a bankrupt or insolvent or a receiver of
               the Trustee or of its property shall be appointed or any
               public officer shall take charge or control of the Trustee
               or of its property or affairs for the purpose of
               rehabilitation, conservation, winding up or liquidation, 

          then, in any such case, (i) the Company, by a Board Resolution,
          may remove the Trustee with respect to any or all series of
          Securities, or (ii) subject to Section 514, unless the Trustee's
          duty to resign is stayed as provided in this Section 611, any
          Holder who has been a bona fide Holder of a Security for at least
          six months may, on behalf of himself and all others similarly
          situated, petition any court of competent jurisdiction for the
          removal of the Trustee with respect to any or all series of
          Securities and the appointment of a successor Trustee or Trustees
          with respect to such series.

               (e)  If the Trustee shall resign, be removed or become
          incapable of acting, or if a vacancy shall occur in the office of
          Trustee for any cause, with respect to the Securities of one or
          more series, the Company, by a Board Resolution, shall promptly
          appoint a successor Trustee or Trustees with respect to the
          Securities of that or those series (it being understood that any
          such successor Trustee may be appointed with respect to the
          Securities of one or more or all of such series and that at any
          time there shall be only one Trustee with respect to the
          Securities of any particular series) and shall comply with the
          applicable requirements of Section 612.  If, within one year
          after such resignation, removal or incapability, or the
          occurrence of such vacancy, a successor Trustee with respect 
          to the Securities of any series shall be appointed by Act 
          of the Holders of a majority in principal amount of the 
          Outstanding Securities of such series delivered to the 
          Company and the retiring Trustee, the successor Trustee 
          so appointed shall, forthwith upon its acceptance of 
          such appointment in accordance with the applicable requirements 
          of Section 612, become the successor Trustee with respect to the 
          Securities of such series and to that extent supersede the successor 
          Trustee appointed by the Company.  If no 

                                    50



          successor Trustee with respect to the
          Securities of any series shall have been so appointed by the
          Company or the Holders and accepted appointment in the manner
          required by Section 612, any Holder who has been a bona fide
          Holder of a Security of such series for at least six months may,
          on behalf of himself and all others similarly situated, petition
          any court of competent jurisdiction for the appointment of a
          successor Trustee with respect to the Securities of such series.

               (f)  The Company shall give notice of each resignation and
          each removal of the Trustee with respect to the Securities of any
          series and each appointment of a successor Trustee with respect
          to the Securities of any series by mailing written notice of such
          event by first-class mail, postage prepaid, to all Holders of
          Securities of such series as their names and addresses appear in
          the Security Register.  Each notice shall include the name of the
          successor Trustee with respect to the Securities of such series
          and the address of its Corporate Trust Officer.

          SECTION 612.  Acceptance of Appointment by Successor.

               (a)  In case of the appointment hereunder of a successor
          Trustee with respect to all Securities, every such successor
          Trustee so appointed shall execute, acknowledge and deliver to
          the Company and to the retiring Trustee an instrument accepting
          such appointment, and thereupon the resignation or removal of the
          retiring Trustee shall become effective and such successor
          Trustee, without any further act, deed or conveyance, shall
          become vested with all the rights, powers, trusts and duties of
          the retiring Trustee; but, on the request of the Company or the
          successor Trustee, such retiring Trustee shall, upon payment of
          its charges, execute and deliver an instrument transferring to
          such successor Trustee all the rights, powers and trusts of the
          retiring Trustee and shall duly assign, transfer and deliver to
          such successor Trustee all property and money held by such
          retiring Trustee hereunder subject, nevertheless, to its lien, if
          any, provided for in Section 607.

               (b)  In case of the appointment hereunder of a successor
          Trustee with respect to the Securities of one or more (but not
          all) series, the Company, the retiring Trustee and each successor
          Trustee with respect to the Securities of one or more series
          shall execute and deliver an indenture supplemental hereto
          wherein each successor Trustee shall accept such appointment and
          which (1) shall contain such provisions as shall be necessary or
          desirable to transfer and confirm to, and to vest in, each
          successor Trustee all the rights, powers, trusts and duties of
          the retiring Trustee with respect to the Securities of that or
          those series to which the appointment of such successor Trustee
          relates, (2) if the retiring Trustee is not retiring with respect
          to all Securities, shall contain such provisions as shall be
          deemed necessary or desirable to confirm that all the rights ,
          powers , trusts and duties of the retiring Trustee with respect
          to the Securities of that or those series as to which the
          retiring Trustee is not retiring shall continue to be vested in
          the retiring Trustee, and (3) shall add to or change any of the
          provisions of this Indenture as shall be necessary to provide for
          or facilitate the administration of the trusts hereunder by more
          than one Trustee, it being understood that nothing herein or in
          such supplemental indenture shall constitute such Trustees co-
          trustees of the same trust and that each such Trustee shall be
          trustee of a trust or trusts hereunder separate and apart from
          any trust or trusts hereunder administered 

                                          51



          by any other such Trustee; and upon the execution and delivery of 
          such supplemental indenture the resignation or removal of the 
          retiring Trustee shall become effective to the extent provided 
          therein and each such successor Trustee, without any further act, 
          deed or conveyance, shall become vested with all the rights, powers,
          trusts and duties of the retiring Trustee with respect to the
          Securities of that or those series to which the appointment of
          each successor Trustee relates; but, on request of the Company or
          any successor Trustee, such retiring Trustee shall duly assign,
          transfer and deliver to such successor Trustee all property and
          money held by such retiring Trustee hereunder with respect to the
          Securities of that or those series to which the appointment of
          such successor Trustee relates.

               (c)  Upon request of any such successor Trustee, the Company
          shall execute any and all instruments for more fully and
          certainly vesting in and confirming to such successor Trustee all
          such rights, powers and trusts referred to in paragraph (a) or
          (b) of this Section, as the case may be.

               (d)  No successor Trustee shall accept its appointment
          unless at the time of such acceptance such successor Trustee
          shall be qualified and eligible under this Article.

          SECTION 613.  Merger, Conversion, Consolidation or Succession to
          Business.

               Any corporation into which the Trustee may be merged or
          converted or with which it may be consolidated, or any
          corporation resulting from any merger, conversion or
          consolidation to which the Trustee shall be a party, or any
          corporation succeeding to all or substantially all the corporate
          trust business of the Trustee, shall be the successor of the
          Trustee hereunder, provided such corporation shall be otherwise
          qualified and eligible under this Article, without the execution
          or filing of any paper or any further act on the part of any of
          the parties hereto.  In case any Securities shall have been
          authenticated, but not delivered, by the Trustee then in office,
          any successor by merger, conversion or consolidation to such
          authenticating Trustee may adopt such authentication and deliver
          the Securities so authenticated with the same effect as if such
          successor Trustee had itself authenticated such Securities.

          SECTION 614.  Preferential Collection of Claims Against Company.

               (a)  Subject to Subsection (b) of this Section, if the
          Trustee shall be or shall become a creditor, directly or
          indirectly, secured or unsecured, of the Company within three
          months prior to a default, as defined in Subsection (c) of this
          Section, or subsequent to such a default, then unless and until
          such default shall be cured, the Trustee shall set apart and hold
          in a special account for the benefit of the Trustee individually,
          the Holders of the Securities and the holders of other indenture
          securities, as defined in Subsection (c) of this Section:

                   (1)  an amount equal to any and all reductions in the amount
              due and owing upon any claim as such creditor in respect of 
              principal or interest, effected after the beginning of such 
              three months' period and valid as against the Company and its 
              other creditors, except any such reduction resulting from the 
              receipt or disposition of any property 

                                         52



               described in paragraph (2) of this Subsection, or
               from the exercise of any right of set-off which the Trustee
               could have exercised if a petition in bankruptcy had been
               filed by or against the Company upon the date of such
               default; and

                    (2)  all property received by the Trustee in respect of
               any claims as such creditor, either as security therefor, or
               in satisfaction or composition thereof, or otherwise, after
               the beginning of such three months' period, or an amount
               equal to the proceeds of any such property, if disposed of,
               subject, however, to the rights, if any, of the Company and
               its other creditors in such property or such proceeds.

          Nothing herein contained, however, shall affect the right of the
          Trustee:

                    (A)  to retain for its own account (i) payments made on
               account of any such claim by any Person (other than the
               Company) who is liable thereon, and (ii) the proceeds of the
               bona fide sale of any such claim by the Trustee to a third
               Person, and (iii) distributions made in cash, securities or
               other property in respect of claims filed against the
               Company in bankruptcy or receivership or in proceedings for
               reorganization pursuant to the Federal Bankruptcy Code or
               applicable State law;

                    (B)  to realize, for its own account, upon any property
               held by it as security for any such claim, if such property
               was so held prior to the beginning of such three months'
               period;

                    (C)  to realize, for its own account, but only to the
               extent of the claim hereinafter mentioned, upon any property
               held by it as security for any such claim, if such claim was
               created after the beginning of such three months' period and
               such property was received as security therefor
               simultaneously with the creation thereof, and if the Trustee
               shall sustain the burden of proving that at the time such
               property was so received the Trustee had no reasonable cause
               to believe that a default, as defined in Subsection (c) of
               this Section, would occur within three months; or

                    (D)  to receive payment on any claim referred to in
               paragraph (B) or (C), against the release of any property
               held as security for such claim as provided in paragraph (B)
               or (C), as the case may be, to the extent of the fair value
               of such property.

               For the purposes of paragraphs (B), (C) and (D), property
          substituted after the beginning of such three months' period for
          property held as security at the time of such substitution shall,
          to the extent of the fair value of the property released, have
          the same status as the property released, and, to the extent that
          any claim referred to in any of such paragraphs is created in
          renewal of or in substitution for or for the purpose of repaying
          or refunding any pre-existing claim of the Trustee as such
          creditor, such claim shall have the same status as such pre-
          existing claim.

                                      53



               If the Trustee shall be required to account, the funds and
          property held in such special account and the proceeds thereof
          shall be apportioned among the Trustee, the Holders and the
          holders of other indenture securities in such manner that the
          Trustee, the Holders and the holders of other indenture
          securities realize, as a result of payments from such special
          account and payments of dividends on claims filed against the
          Company in bankruptcy or receivership or in proceedings for
          reorganization pursuant to the Federal Bankruptcy Code or
          applicable State law, the same percentage of their respective
          claims, figured before crediting to the claim of the Trustee
          anything on account of the receipt by it from the Company of the
          funds and property in such special account and before crediting
          to the respective claims of the Trustee and the Holders and the
          holders of other indenture securities dividends on claims filed
          against the Company in bankruptcy or receivership or in
          proceedings for reorganization pursuant to the Federal Bankruptcy
          Code or applicable State law, but after crediting thereon
          receipts on account of the indebtedness represented by their
          respective claims from all sources other than from such dividends
          and from the funds and property so held in such special account. 
          As used in this paragraph, with respect to any claim, the term
          "dividends" shall include any distribution with respect to such
          claim, in bankruptcy or receivership or proceedings for
          reorganization pursuant to the Federal Bankruptcy Code or
          applicable State law, whether such distribution is made in cash,
          securities or other property, but shall not include any such
          distribution with respect to the secured portion, if any, of such
          claim.  The court in which such bankruptcy, receivership or
          proceedings for reorganization is pending shall have jurisdiction
          (i) to apportion among the Trustee, the Holders and the holders
          of other indenture securities, in accordance with the provisions
          of this paragraph, the funds and property held in such special
          account and proceeds thereof, or (ii) in lieu of such
          apportionment, in whole or in part, to give to the provisions of
          this paragraph due consideration in determining the fairness of
          the distributions to be made to the Trustee and the Holders and
          the holders of other indenture securities with respect to their
          respective claims, in which event it shall not be necessary to
          liquidate or to appraise the value of any securities or other
          property held in such special account or as security for any such
          claim, or to make a specific allocation of such distributions as
          between the secured and unsecured portions of such claims, or
          otherwise to apply the provisions of this paragraph as a
          mathematical formula.

               Any Trustee which has resigned or been removed after the
          beginning of such three months' period shall be subject to the
          provisions of this Subsection as though such resignation or
          removal had not occurred.  If any Trustee has resigned or been
          removed prior to the beginning of such three months' period, it
          shall be subject to the provision of this Subsection if and only
          if the following conditions exist:

                    (i)   the receipt of property or reduction of claim,
               which would have given rise to the obligation to account, if
               such Trustee had continued as Trustee, occurred after the
               beginning of such three months' period; and

                    (ii)  such receipt of property or reduction of claim
               occurred within three months after such resignation or
               removal.

                                        54



               In any case commenced under the Bankruptcy Act of July 1,
          1898 or any amendment thereto enacted prior to November 6, 1978,
          all references to periods of three months shall be deemed to be
          references to periods of four months.

               (b)  There shall be excluded from the operation of
          Subsection (a) of this Section a creditor relationship arising
          from:

                    (1)  the ownership or acquisition of securities issued
               under any indenture, or any security or securities having a
               maturity of one year or more at the time of acquisition by
               the Trustee;

                    (2)  advances authorized by a receivership or
               bankruptcy court of competent jurisdiction or by this
               Indenture, for the purpose of preserving any property which
               shall at any time be subject to the lien of this Indenture
               or of discharging tax liens or other prior liens or
               encumbrances thereon, if notice of such advances and of the
               circumstances surrounding the making thereof is given to the
               Holders at the time and in the manner provided in this
               Indenture;

                    (3)  disbursements made in the ordinary course of
               business in the capacity of trustee under an
               indenture,transfer agent, registrar, custodian, paying
               agent, fiscal agent or depositary, or other similar
               capacity;

                    (4)  an indebtedness created as a result of services
               rendered or premises rented; or an indebtedness created as a
               result of goods or securities sold in a cash transaction,as
               defined in Subsection (c) of this Section;

                    (5)  the ownership of stock or of other securities of a
               corporation organized under the provisions of Section 25(a)
               of the Federal Reserve Act, as amended, which is directly or
               indirectly a creditor of the Company; and

                    (6)  the acquisition, ownership, acceptance or
               negotiation of any drafts, bills of exchange, acceptances or
               obligations which fall within the classification of self-
               liquidating paper, as defined in Subsection (c) of this
               Section.

               (c)  For the purposes of this Section only:

                    (1)  the term "default" means any failure to make
               payment in full of the principal of or interest on any of
               the Securities or upon the other indenture securities when
               and as such principal or interest becomes due and payable;

                    (2)  the term "other indenture securities" means
               securities upon which the Company is an obligor outstanding
               under any other indenture (i) under which the Trustee is
               also trustee, (ii) which contains provisions substantially
               similar to the provisions of this 

                                     55



               Section, and (iii) under which a default exists at the time 
               of the apportionment of the funds and property held in such 
               special account;

                    (3)  the term "cash transaction" means any transaction
               in which full payment for goods or securities sold is made
               within seven days after delivery of the goods or securities
               in currency or in checks or other orders drawn upon banks or
               bankers and payable upon demand;

                    (4)  the term "self-liquidating paper" means any draft,
               bill of exchange, acceptance or obligation which is made,
               drawn, negotiated or incurred by the Company for the purpose
               of financing the purchase, processing, manufacturing,
               shipment, storage or sale of goods, wares or merchandise and
               which is secured by documents evidencing title to,
               possession of, or a lien upon, the goods, wares or
               merchandise or the receivables or proceeds arising from the
               sale of the goods, wares or merchandise previously
               constituting the security, provided the security is received
               by the Trustee simultaneously with the creation of the
               creditor relationship with the Company arising from the
               making, drawing, negotiating or incurring of the draft, bill
               of exchange, acceptance or obligation;

                    (5)  the term "Company" means any obligor upon the
               Securities; and

                    (6)  the term "Federal Bankruptcy Code" means the
               Bankruptcy Code of 1978, as amended, or successor provisions
               thereto.

          SECTION 615.  Appointment of Authenticating Agent.

               At any time when any of the Securities remain Outstanding
          the Trustee may appoint an Authenticating Agent or Agents with
          respect to one or more series of Securities which shall be
          authorized to act on behalf of the Trustee to authenticate
          Securities of such series issued upon original issue or upon
          exchange, registration of transfer or partial redemption thereof
          or pursuant to Section 306, and Securities so authenticated shall
          be entitled to the benefits of this Indenture and shall be valid
          and obligatory for all purposes as if authenticated by the
          Trustee hereunder.  Wherever reference is made in this Indenture
          to the authentication and delivery of Securities by the Trustee
          or the Trustee's certificate of authentication, such reference
          shall be deemed to include authentication and delivery on behalf
          of the Trustee by an Authenticating Agent and a certificate of
          authentication executed on behalf of the Trustee by an
          Authenticating Agent.  Each Authenticating Agent shall be
          acceptable to the Company and shall at all times be a corporation
          organized and doing business under the laws of the United States
          of America, any State thereof or the District of Columbia,
          authorized under such laws to act as Authenticating Agent, having
          a combined capital and surplus of not less than $15,000,000 and
          subject to supervision or examination by Federal or State
          authority.  If such Authenticating Agent publishes reports of
          condition at least annually, pursuant to law or to the
          requirements of said supervising or examining authority, then for
          the purposes of this Section, the combined capital and surplus of
          such Authenticating Agent shall be deemed to be its combined capital 
          and surplus as set forth in its most recent report of condition so 
          published.  If at any time an Authenticating Agent shall 

                                        56



          cease to be eligible in accordance with the provisions of
          this Section, such Authenticating Agent shall resign immediately
          in the manner and with the effect specified in this Section.

               Any corporation into which an Authenticating Agent may be
          merged or converted or with which it may be consolidated, or any
          corporation resulting from any merger, conversion or
          consolidation to which such Authenticating Agent shall be a
          party, or any corporation succeeding to the corporate agency or
          corporate trust business of an Authenticating Agent, shall
          continue to be an Authenticating Agent, provided such corporation
          shall be otherwise eligible under this Section, without the
          execution or filing of any paper or any further act on the part
          of the Trustee or the Authenticating Agent.

               An Authenticating Agent may resign at any time by giving
          written notice thereof to the Trustee and to the Company.  The
          Trustee may at any time terminate the agency of an Authenticating
          Agent by giving written notice thereof to such Authenticating
          Agent and to the Company.  Upon receiving such a notice of
          resignation or upon such a termination, or in case at any time
          such Authenticating Agent shall cease to be eligible in
          accordance with the provisions of this Section, the Trustee may
          appoint a successor Authenticating Agent which shall be
          acceptable to the Company and shall mail written notice of such
          appointment by first-class mail, postage prepaid, to all Holders
          of Securities of the series with respect to which such
          Authenticating Agent will serve, as their names and addresses
          appear in the Security Register.  Any successor Authenticating
          Agent upon acceptance of its appointment hereunder shall become
          vested with all the rights, powers and duties of its predecessor
          hereunder, with like effect as if originally named as an
          Authenticating Agent.    No successor Authenticating Agent shall
          be appointed unless eligible under the provisions of this
          Section.

               The Trustee agrees to pay to each Authenticating Agent from
          time to time reasonable compensation for its services under this
          Section, and the Trustee shall be entitled to be reimbursed for
          such payments, subject to the provisions of Section 607.

               If all of the Securities of a series are not to be
          originally issued at one time, and if the Trustee does not have
          an office capable of authenticating Securities upon original
          issuance located in a Place of Payment where the Company wishes
          to have Securities of such series authenticated upon original
          issuance, the Trustee may appoint in accordance with this Section
          an Authenticating Agent having an office in a Place of Payment
          designated by the Company with respect to such series of
          Securities.

               If an appointment with respect to one or more series is made
          pursuant to this Section, the Securities of such series may have
          endorsed thereon, in addition to the Trustee's certificate of
          authentication, an alternate certificate of authentication in the
          following form:

               This is one of the Securities of the series designated
          therein referred to in the within-mentioned Indenture.

                                           57



                                        NationsBank of Georgia,
                                        National Association, as Trustee


                                   By   ______________________
                                        as Authenticating Agent


                                   By   _______________________
                                        Authorized Officer

                                    ARTICLE SEVEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701.  Company to Furnish Trustee Names and Addresses of
                    Holders.

               The Company will furnish or cause to be furnished to the
          Trustee

                    (a)  semi-annually, not more than 15 days after each
               Regular Record Date of each series of Securities having such
               a Regular Record Date, a list, in such form as the Trustee
               may reasonably require, of the names and addresses of the
               Holders as of a date not more than 15 days prior to the time
               such list is furnished, and

                    (b)  at such other times as the Trustee may request in
               writing, within 30 days after the receipt by the Company of
               any such request, a list of similar form and content as of a
               date not more than 15 days prior to the time such list is
               furnished; excluding from any such list names and addresses
               received by the Trustee in its capacity as Security
               Registrar.

          SECTION 702.  Preservation of Information; Communications to
          Holders.

               (a)  The Trustee shall preserve, in as current a form as is
          reasonably practicable, the names and addresses of Holders
          contained in the most recent list furnished to the Trustee as
          provided in Section 701 and the names and addresses of Holders
          received by the Trustee in its capacity as Security Registrar. 
          The Trustee may destroy any list furnished to it as provided in
          Section 701 upon receipt of a new list so furnished.

               (b)  If three or more Holders (herein referred to as
          "applicants") apply in writing to the Trustee, and furnish to the
          Trustee reasonable proof that each such applicant has owned a
          Security for a period of at least six months preceding the date
          of such application, and such application states that the
          applicants desire to communicate with other Holders with respect
          to their rights under this Indenture or under the Securities and
          is accompanied by a copy of the form of proxy or other
          communication which such applicants propose to transmit, then the
          Trustee shall, within five business days after the receipt of
          such application, at its election, either

                                       58



                    (i)   afford such applicants access to the information
               preserved at the time by the Trustee in accordance with
               Section 702(a), or

                    (ii)  inform such applicants as to the approximate
               number of Holders whose names and addresses appear in the
               information preserved at the time by the Trustee in
               accordance with Section 702(a), and as to the approximate
               cost of mailing to such Holders the form of proxy or other
               communication, if any, specified in such application.

               If the Trustee shall elect not to afford such applicants
          access to such information, the Trustee shall, upon the written
          request of such applicants, mail to each Holder whose name and
          address appear in the information preserved at the time by the
          Trustee in accordance with Section 702(a) a copy of the form of
          proxy or other communication which is specified in such request,
          with reasonable promptness after a tender to the Trustee of the
          material to be mailed and of payment, or provision for the
          payment, of the reasonable expenses of mailing, unless within
          five days after such tender the Trustee shall mail to such
          applicants and file with the Commission, together with a copy of
          the material to be mailed, a written statement to the effect
          that, in the opinion of the Trustee, such mailing would be
          contrary to the best interest of the Holders or would be in
          violation of applicable law.  Such written statement shall
          specify the basis of such opinion.  If the Commission, after
          opportunity for a hearing upon the objections specified in the
          written statement so filed, shall enter an order refusing to
          sustain any of such objections or if, after the entry of an order
          sustaining one or more of such objections, the Commission shall
          find, after notice and opportunity for hearing, that all the
          objections so sustained have been met and shall enter an order so
          declaring, the Trustee shall mail copies of such material to all
          such Holders with reasonable promptness after the entry of such
          order and the renewal of such tender; otherwise the Trustee shall
          be relieved of any obligation or duty to such applicants
          respecting their application.

               (c)  Every Holder of Securities, by receiving and holding
          the same, agrees with the Company and the Trustee that neither
          the Company nor the Trustee nor any agent of either of them shall
          be held accountable by reason of the disclosure of any such
          information as to the names and addresses of the Holders in
          accordance with Section 702(b), regardless of the source from
          which such information was derived, and that the Trustee shall
          not be held accountable by reason of mailing any material
          pursuant to a request made under Section 702(b).

          SECTION 703.  Reports by Trustee.

               (a)  Within 60 days after May 15 of each year commencing
          with the year 1995, the Trustee shall transmit by mail to all
          Holders, as their names and addresses appear in the Security
          Register, a brief report dated as of such May 15 with respect to
          any of the following events which may have occurred within the
          previous 12 months (but if no such event has occurred within such
          period, no report need be transmitted):

                    (1)  any change to its eligibility under Section 610
               and its qualifications under Section 609;

                                        59



                    (2)  the creation of or any material change to a
               relationship specified in paragraph 1 through 10 of
               Subsection (c) of Section 609 hereof;

                    (3)  the character and amount of any advances (and if
               the Trustee elects so to state, the circumstances
               surrounding the making thereof) made by the Trustee (as
               such) which remain unpaid on the date of such report, and
               for the reimbursement of which it claims or may claim a lien
               or charge, prior to that of the Securities, on any property
               or funds held or collected by it as Trustee, except that the
               Trustee shall not be required (but may elect) to report such
               advances if such advances so remaining unpaid aggregate not
               more than 1/2 of 1% of the principal amount of the
               Securities Outstanding on the date of such report;

                    (4)  the amount, interest rate and maturity date of all
               other indebtedness owing by the Company (or by any other
               obligor on the Securities) to the Trustee in its individual
               capacity, on the date of such report, with a brief
               description of any property held as collateral security
               therefor, except an indebtedness based upon a creditor
               relationship arising in any manner described in Section
               613(b)(2), (3), (4) or (6);

                    (5)  any change to the property and funds, if any,
               physically in the possession of the Trustee as such on the
               date of such report;

                    (6)  any additional issue of Securities which the
               Trustee has not previously reported; and

                    (7)  any action taken by the Trustee in the performance
               of its duties hereunder which it has not previously reported
               and which in its opinion materially affects the Securities,
               except action in respect of a default, notice of which has
               been or is to be withheld by the Trustee in accordance with
               Section 602.

               (b)  The Trustee shall transmit by mail to all Holders, as
          their names and addresses appear in the Security Register, a
          brief report with respect to the character and amount of any
          advances (and if the Trustee elects so to state, the
          circumstances surrounding the making thereof) made by the Trustee
          (as such) since the date of the last report transmitted pursuant
          to Subsection (a) of this Section (or if no such report has yet
          been so transmitted, since the date of execution of this
          instrument) for the reimbursement of which it claims or may claim
          a lien or charge, prior to that of the Securities, on property or
          funds held or collected by it as Trustee and which it has not
          previously reported pursuant to this Subsection, except that the
          Trustee shall not be required (but may elect) to report such
          advances if such advances remaining unpaid at any time aggregate
          10% or less of the principal amount of the Securities Outstanding
          at such time, such report to be transmitted within 90 days after
          such time.

               (c)  A copy of each such report shall, at the time of such
          transmission to Holders, be filed by the Trustee with each stock
          exchange upon which any Securities are listed, with the

                                       60



          Commission and with the Company.  The Company will notify the
          Trustee when any Securities are listed on any stock exchange.

          SECTION 704.  Reports by Company.

               The Company shall:

                    (1)  file with the Trustee, within 15 days after the
               Company is required to file the same with the Commission,
               copies of the annual reports and of the information,
               documents and other reports (or copies of such portions of
               any of the foregoing as the Commission may from time to time
               by rules and regulations prescribe) which the Company may be
               required to file with the Commission pursuant to Section 13
               or Section 15(d) of the Securities Exchange Act of 1934; or,
               if the Company is not required to file information,
               documents or reports pursuant to either of said Sections,
               then it shall file with the Trustee and the Commission, in
               accordance with rules and regulations prescribed from time
               to time by the Commission, such of the supplementary and
               periodic information, documents and reports which may be
               required pursuant to Section 13 of the Securities Exchange
               Act of 1934 in respect of a security listed and registered
               on a national securities exchange as may be prescribed from
               time to time in such rules and regulations;

                    (2)  file with the Trustee and the Commission, in
               accordance with rules and regulations prescribed from time
               to time by the Commission, such additional information,
               documents and reports with respect to compliance by the
               Company with the conditions and covenants of this Indenture
               as may be required from time to time by such rules and
               regulations; 

                    (3)  transmit by mail to all Holders, as their names
               and addresses appear in the Security Register, within 30
               days after the filing thereof with the Trustee, such
               summaries of any information, documents and reports required
               to be filed by the Company pursuant to paragraphs (1) and
               (2) of this Section as may be required by rules and
               regulations prescribed from time to time by the Commission;
               and

                    (4)  furnish to the Trustee, not less often than
               annually, a brief certificate from the Company's principal
               executive officer, principal financial officer or principal
               accounting officer as to his or her knowledge of the
               Company's compliance with all conditions and covenants under
               the Indenture.  For purposes of this paragraph, such
               compliance shall be determined without regard to any period
               of grace or requirement of notice provided under this
               Indenture.

                                          61




                                    ARTICLE EIGHT

                    CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

          SECTION 801.  Company May Consolidate, Etc., Only on Certain
          Terms.

               The Company shall not consolidate with or merge into any
          other corporation or convey or transfer all or substantially all
          of its properties and assets as an entirety to any Person unless:

                    (1)  the corporation formed by such consolidation or
               into which the Company is merged or the Person which
               acquires by conveyance or transfer the properties and assets
               of the Company substantially as an entirety shall be a
               corporation organized and existing under the laws of the
               United States of America, any State thereof or the District
               of Columbia and shall expressly assume, by an indenture
               supplemental hereto, executed and delivered to the Trustee,
               in form satisfactory to the Trustee, the due and punctual
               payment of the principal of (and premium, if any) and
               interest on all the Securities and the performance and
               observance of every covenant of this Indenture on the part
               of the Company to be performed or observed;

                    (2)  immediately after giving effect to such
               transaction, no Event of Default, and no event which, after
               notice or lapse of time or both, would become an Event of
               Default, shall have occurred and be continuing; and

                    (3)  the Company has delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel, each
               stating that such consolidation, merger, conveyance or
               transfer and such supplemental indenture comply with this
               Article and that all conditions precedent herein provided
               for relating to such transaction have been complied with.

               Anything in this Article Eight to the contrary
          notwithstanding, no such consolidation, merger, conveyance or
          transfer shall be entered into or made by the Company with or to
          another corporation which has outstanding any obligations secured
          by a Mortgage if, as a result of such consolidation, merger,
          conveyance or transfer, any Principal Property of the Company or
          any Restricted Subsidiary would be subjected to the lien of such
          Mortgage and such Mortgage is not expressly excluded from the
          restrictions or permitted by the provisions of Section 1006
          unless simultaneously therewith or prior thereto effective
          provision shall be made for the securing of all the Securities
          (together with, if the Company shall so determine, any other Debt
          of the Company now existing or hereafter created which is not
          subordinated to the Securities), equally and ratably with (or, at
          the option of the Company, prior to) the obligations secured by
          such Mortgage by a lien upon such Principal Property.

          SECTION 802.  Successor Corporation Substituted.

               Upon any consolidation by the Company with or merger by the
          Company into any other corporation or any conveyance or transfer
          of the properties and assets of the Company 

                                     62



          substantially as an entirety in accordance with Section 801, the 
          successor corporation formed by such consolidation or into which the
          Company is merged or to which such conveyance or transfer is made
          shall succeed to, and be substituted for, and may exercise every
          right and power of, the Company under this Indenture with the
          same effect as if such successor corporation had been named as
          the Company herein, and thereafter the predecessor corporation
          shall be relieved of all obligations and covenants under this
          Indenture and the Securities.

                                     ARTICLE NINE

                               SUPPLEMENTAL INDENTURES

          SECTION 901.  Supplemental Indentures Without Consent of Holders.

               Without the consent of any Holders, the Company, when
          authorized by a Board Resolution, and the Trustee, at any time
          and from time to time, may enter into one or more indentures
          supplemental hereto, in form satisfactory to the Trustee, for any
          of the following purposes:

                    (1)  to evidence the succession of another corporation
               to the Company and the assumption by any such successor of
               the covenants of the Company herein and in the Securities;
               or

                    (2)  to add to the covenants of the Company for the
               benefit of the Holders of all or any series of Securities
               (and if such covenants are to be for the benefit of less
               than all series of Securities, stating that such covenants
               are expressly being included solely for the benefit of such
               series) or to surrender any right or power herein conferred
               upon the Company; or

                    (3)  to add any additional Events of Default; or

                    (4)  to add to or change any of the provisions of this
               Indenture to such extent as shall be necessary to permit or
               facilitate the issuance of Securities in bearer form,
               registrable or not registrable as to principal, and with or
               without interest coupons, or to permit or facilitate the
               issuance of Securities in uncertificated form; or

                    (5)  to change or eliminate any of the provisions of
               this Indenture, provided that any such change or elimination
               shall become effective only when there is no Security
               Outstanding of any series created prior to the execution of
               such supplemental indenture which is entitled to the benefit
               of such provision; or

                    (6)  to secure the Securities; or

                    (7)  to establish the form or terms of Securities of
               any series as permitted by Sections 201 and 301; or

                                      63



                    (8)  to evidence and provide for the acceptance of
               appointment hereunder by a successor Trustee with respect to
               the Securities of one or more series and to add to or change
               any of the provisions of this Indenture as shall be
               necessary to provide for or facilitate the administration of
               the trusts hereunder by more than one Trustee, pursuant to
               the requirements of Section 611(b); or

                    (9)  to cure any ambiguity, to correct or supplement
               any provision herein which may be defective or inconsistent
               with any other provision herein, or to make any other
               provisions with respect to matters or questions arising
               under this Indenture; provided such other provisions shall
               not adversely affect the interests of the Holders of
               Securities of any series in any material respect.

          SECTION 902.  Supplemental Indentures with Consent of Holders.

               With the consent of the Holders of not less than a majority
          in principal amount of the Outstanding Securities of each series
          affected by such supplemental indenture, by Act of said Holders
          delivered to the Company and the Trustee, the Company, when
          authorized by a Board Resolution, and the Trustee may enter into
          an indenture or indentures supplemental hereto for the purpose of
          adding any provisions to or changing in any manner or eliminating
          any of the provisions of this Indenture or of modifying in any
          manner the rights of the Holders of Securities of such series
          under this Indenture; provided, however, that no such
          supplemental indenture shall, without the consent of the Holder
          of each Outstanding Security affected thereby,

                    (1)  change the Stated Maturity of the principal of, or
               any installment of principal of or interest on, any
               Security, or reduce the principal amount thereof or the rate
               of interest thereon or any premium payable upon the
               redemption thereof, or change any Place of Payment where, or
               the coin or currency in which, any Security or any premium
               or the interest thereon is payable, or impair the right to
               institute suit for the enforcement of any such payment on or
               after the Stated Maturity thereof (or, in the case of
               redemption, on or after the Redemption Date), or

                    (2)  reduce the percentage in principal amount of the
               Outstanding Securities of any series, the consent of whose
               Holders is required for any such supplemental indenture, or
               the consent of whose Holders is required for any waiver (of
               compliance with certain provisions of this Indenture or
               certain defaults hereunder and their consequences) provided
               for in this Indenture, or

                    (3)  modify any of the provisions of this Section,
               Section 513 or Section 1008, except to increase any such
               percentage or to provide that certain other provisions of
               this Indenture cannot be modified or waived without the
               consent of the Holder of each Outstanding Security affected
               thereby, provided, however, that this clause shall not be
               deemed to require the consent of any Holder with respect to
               changes in the references to "the Trustee" and concomitant
               changes in this Section and Section 1008, or the 

                                   64



               deletion of this proviso, in accordance with the requirements of
               Section 611(b) and 901(8).

          A supplemental indenture which changes or eliminates any covenant
          or other provision of this Indenture which has expressly been
          included solely for the benefit of one or more particular series
          of Securities, or which modifies the rights of the Holders of
          Securities of such series with respect to such covenant or other
          provision, shall be deemed not to affect the rights under this
          Indenture of the Holders of Securities of any other series.

               It shall be necessary for any Act of Holders under this
          Section to approve the particular form of any proposed
          supplemental indenture, but it shall be sufficient if such Act
          shall approve the substance thereof.

          SECTION 903.  Execution of Supplemental Indentures.

               In executing, or accepting the additional trusts created by,
          any supplemental indenture permitted by this Article or the
          modifications thereby of the trusts created by this Indenture,
          the Trustee shall be entitled to receive, and (subject to Section
          601) shall be fully protected in relying upon, an Opinion of
          Counsel stating that the execution of such supplemental indenture
          is authorized or permitted by this Indenture.  The Trustee may,
          but shall not be obligated to, enter into any such supplemental
          indenture which affects the Trustee's own rights, duties or
          immunities under this Indenture or otherwise.

          SECTION 904.  Effect of Supplemental Indentures.

               Upon the execution of any supplemental indenture under this
          Article, this Indenture shall be modified in accordance
          therewith, and such supplemental indenture shall form a part of
          this Indenture for all purposes; and every Holder of Securities
          theretofore or thereafter authenticated and delivered hereunder
          shall be bound thereby.

          SECTION 905.  Conformity with Trust Indenture Act.

               Every supplemental Indenture executed pursuant to this
          Article shall conform to the requirements of the Trust Indenture
          Act as then in effect.

          SECTION 906.  Reference in Securities to Supplemental Indentures.

               Securities of any series authenticated and delivered after
          the execution of any supplemental indenture pursuant to this
          Article may, and shall if required by the Trustee, bear a
          notation in form approved by the Trustee as to any matter
          provided for in such supplemental Indenture.  If the Company
          shall so determine, new Securities of any series to modified as
          to conform, in the opinion of the Trustee and the Company, to any
          such supplemental indenture may be prepared and executed by the
          Company and authenticated and delivered by the Trustee in
          exchange for Outstanding Securities of such series.

                                        65



                                     ARTICLE TEN

                                      COVENANTS

          SECTION 1001.  Payment of Principal, Premium and Interest.

               The Company covenants and agrees for the benefit of each
          series of Securities that it will duly and punctually pay the
          principal of (and premium, if any) and interest, if any, on the
          Securities of that series in accordance with the terms of the
          Securities and this Indenture.

          SECTION 1002.  Maintenance of Office or Agency.

               The Company will maintain in each Place of Payment for any
          series of Securities an office or agency where Securities of that
          series may be presented or surrendered for payment, where
          Securities of that series may be surrendered for registration of
          transfer or exchange and where notices and demands to or upon the
          Company in respect of the Securities of that series and this
          Indenture may be served.  The Company hereby appoints Midwest
          Clearing Corp., 40 Broad Street, 2nd Floor, New York, New York,
          10004, as its initial office or agency for each said purposes. 
          The Company will give prompt written notice to the Trustee of the
          location, and any change in the location, of such office or
          agency.  If at any time the Company shall fail to maintain any
          such required office or agency or shall fail to furnish the
          Trustee with the address thereof, such presentations, surrenders,
          notices and demands may be made or served at the Corporate Trust
          Office of the Trustee, and the Company hereby appoints the
          Trustee as its agent to receive all such presentations,
          surrenders, notices and demands.

                The Company may also from time to time designate one or
          more other offices or agencies where the Securities of one or
          more series may be presented or surrendered for any or all such
          purposes and may from time to time rescind such designations;
          provided, however, that no such designation or rescission shall
          in any manner relieve the Company of its obligation to maintain
          an office or agency in each Place of Payment for Securities of
          any series for such purposes.  The Company will give prompt
          written notice to the Trustee of any such designation or
          rescission and of any change in the location of any such other
          office or agency.

          SECTION 1003.  Money for Securities Payments to Be Held in Trust.

               If the Company shall at any time act as its own Paying Agent
          with respect to any series of Securities, it will, on or before
          each due date of the principal of (and premium, if any) or
          interest, if any, on any of the Securities of that series,
          segregate and hold in trust for the benefit of the Persons
          entitled thereto a sum sufficient to pay the principal (and
          premium, if any) or interest, if any, so becoming due until such
          sums shall be paid to such Persons or otherwise disposed of as
          herein provided and will promptly notify the Trustee of its
          action or failure so to act.

                                         66



               Whenever the Company shall have one or more Paying Agents
          for any series of Securities, it will, prior to each due date of
          the principal of (and premium, if any) or interest, if any, on
          any Securities of that series, deposit with a Paying Agent a sum
          sufficient to pay the principal (and premium, if any) or
          interest, if any, so becoming due, such sum to be held in trust
          for the benefit of the Persons entitled to such principal,
          premium or interest, and (unless such Paying Agent is the
          Trustee) the Company will promptly notify the Trustee of its
          action or failure so to act.

               The Company will cause each Paying Agent for any series of
          Securities other than the Trustee to execute and deliver to the
          Trustee an instrument in which such Paying Agent shall agree with
          the Trustee, subject to the provisions of this Section, that such
          Paying Agent will:

                    (1)  hold all sums held by it for the payment of the
               principal of (and premium, if any) or interest, if any, on
               Securities of that series in trust for the benefit of the
               Persons entitled thereto until such sums shall be paid to
               such Persons or otherwise disposed of as herein provided;

                    (2)  give the Trustee notice of any default by the
               Company (or any other obligor upon the Securities of that
               series) in the making of any payment of principal (and
               premium, if any) or interest, if any, on the Securities of
               that series; and

                    (3)  at any time during the continuance of any such
               default, upon the written request of the Trustee, forthwith
               pay to the Trustee all sums so held in trust by such Paying
               Agent.

               The Company may at any time, for the purpose of obtaining
          the satisfaction and discharge of this Indenture or for any other
          purpose, pay, or by Company Order direct any Paying Agent to pay,
          to the Trustee all sums held in trust by the Company or such
          Paying Agent, such sums to be held by the Trustee upon the same
          trusts as those upon which such sums were held by the Company or
          such Paying Agent; and, upon such payment by any Paying Agent to
          the Trustee, such Paying Agent shall be released from all further
          liability with respect to such money.

               Any money deposited with the Trustee or any Paying Agent, or
          then held by the Company, in trust for the payment of the
          principal of (and premium, if any) or interest, if any, on any
          Security of any series and remaining unclaimed for two years
          after such principal (and premium, if any) or interest, if any,
          as become due and payable shall be paid to the Company on Company
          Request, or (if then held by the Company) shall be discharged
          from such trust; and the Holder of such Security shall
          thereafter, as an unsecured general creditor, look only to the
          Company for payment thereof, and all liability of the Trustee or
          such Paying Agent with respect to such trust money, and all
          liability of the Company as trustee thereof, shall thereupon
          cease; provided, however, that the Trustee or such Paying Agent,
          before being required to make any such repayment, may at the
          expense of the Company cause to be published once, in a 
          newspaper published in the English language, customarily 
          published on each Business Day and of general 

                                   67



          circulation in the Borough of Manhattan, The City of New York, 
          notice that such money remains unclaimed and that, after a date 
          specified therein, which shall not be less than 30 days from the 
          date of such publication, any unclaimed balance of such money 
          then remaining will be repaid to the Company.

          SECTION 1004.  Corporate Existence.

               Subject to Article Eight, the Company will do or cause to be
          done all things necessary to preserve and keep in full force and
          effect its corporate existence, rights (charter and statutory)
          and franchises; provided, however, that the Company shall not be
          required to preserve any such right or franchise if the Board of
          Directors shall determine that the preservation thereof is no
          longer desirable in the conduct of the business of the Company
          and its Subsidiaries as a whole.

           SECTION 1005.   Statement by Officers as to Default.

               The Company will deliver to the Trustee, within 120 days
          after the end of each fiscal year of the Company ending after the
          date hereof, an Officers' Certificate, stating whether or not to
          the best knowledge of the signers thereof the Company is in
          default in the performance and observance of any of the terms,
          provisions and conditions of Sections 1001 to 1004 inclusive, and
          Sections 1006 and 1007, and if the Company shall be in default,
          specifying all such defaults and the nature and status thereof of
          which they may have knowledge.

          SECTION 1006.  Restrictions on Debt.

               The Company will not itself, and will not permit any
          Restricted Subsidiary to, incur, issue, assume or guarantee any
          loans, whether or not evidenced by negotiable instruments or
          securities, or any notes, bonds, debentures or other similar
          evidences of indebtedness for money borrowed (loans and notes,
          bonds, debentures or other similar evidences of indebtedness for
          money borrowed being hereinafter in this Article called "Debt"),
          secured by pledge of, or mortgage or other lien on, any Principal 
          Property of the Company or any Restricted Subsidiary, or any
          shares of stock or Debt of any Restricted Subsidiary (pledges,
          mortgages and other liens being hereinafter in this Article
          called "Mortgage" or "Mortgages"), without effectively providing
          that the Securities (together with, if the Company shall so
          determine, any other Debt of the Company or such Restricted
          Subsidiary then existing or thereafter created which is not
          subordinate to the Securities) shall be secured equally and
          ratably with (or prior to) such secured Debt, so long as such
          secured Debt shall be so secured, and will not permit any
          Restricted Subsidiary to incur, issue, assume or guaranty any
          unsecured Debt (except for guaranties of Unsecured Debt of the
          Company or a Restricted Subsidiary of the Company) or to issue
          any Preferred Stock in each instance unless the aggregate amount
          of (A) all such Debt, (B) the aggregate preferential amount to
          which such Preferred Stock would be entitled on any involuntary
          distribution of assets and (C) Attributable Debt of the Company
          and its Restricted Subsidiaries in respect of sale and leaseback
          transactions (as defined in Section 1007) would not exceed 10% 
          of Consolidated Net Tangible Assets; provided, however, that 
          this Section 1006 

                                      68



          shall not apply to, and there shall be excluded from
          Debt in any computation under this Section 1006:
                    (1)  Debt secured by Mortgages on property of, or on
               any shares of stock or Debt of, any corporation, and
               unsecured Debt of any corporation, existing at the time such
               corporation becomes a Restricted Subsidiary;

                    (2)  Debt secured by Mortgages in favor of the Company
               or any Restricted Subsidiary and unsecured Debt payable to
               the Company or any Restricted Subsidiary;

                    (3)  Debt secured by Mortgages in favor of the United
               States of America, or any agency, department or other
               instrumentality thereof, to secure progress, advance or
               other payments pursuant to any contract or provision of any
               statute;

                    (4)  (a) Debt secured by Mortgages on property, shares
               of Capital Stock or Debt existing at the time of acquisition
               thereof (including acquisition through merger or
               consolidation) or to secure the payment of all or any part
               of the purchase price or construction cost thereof or to
               secure any Debt incurred prior to, at the time of, or within
               120 days after, the acquisition of such property or shares
               or Debt or the completion of any such construction for the
               purpose of financing all or any part of the purchase price
               or construction cost thereof, and (b) unsecured Debt
               incurred to finance the acquisition of any property, shares
               of Capital Stock or Debt (other than shares of Capital Stock
               or Debt of the Company) or to finance construction on
               property incurred prior to, at the time of, or within 120
               days after the later of the acquisition of such property or
               the completion of construction thereon;

                    (5)  Debt secured by Mortgages securing obligations
               issued by a state, territory or possession of the United
               States, or any political subdivision of any of the foregoing
               or the District of Columbia, to finance the acquisition of
               or construction on property, and on which the interest is
               not, in the opinion of tax counsel of recognized standing or
               in accordance with a ruling issued by the Internal Revenue
               Service, includible in gross income of the holder by reason
               of Section 103(a)(1) of the Internal Revenue Code (or any
               successor to such provision) as in effect at the time of the
               issuance of such obligations; and

                    (6)  Any extension, renewal or replacement (or
               successive extensions, renewals or replacements), as a whole
               or in part, of any Debt referred to in the foregoing clauses
               (1) to (5), inclusive; provided, that (i) such extension,
               renewal or replacement, in the case of Debt secured by a
               Mortgage, shall be limited to all or a part of the same
               property, shares of stock or Debt that secured the Mortgage
               extended, renewed or replaced (plus improvements on such
               property), and (ii) the Debt secured by such Mortgage at
               such time is not increased; and provided, further, that this
               Section 1006 shall not apply to any issuance of Preferred
               Stock by a Restricted Subsidiary to the Company or another

                                        69



               Restricted Subsidiary, provided that such Preferred Stock
               shall not thereafter be transferable to any Person other
               than the Company or a Restricted Subsidiary.

          SECTION  1007.  Restrictions on Sales and Leasebacks.

               The Company will not itself, and will not permit any
          Restricted Subsidiary to, enter into any transaction after the
          date hereof with any bank, insurance company, lender or other
          investor, or to which any such bank, insurance company, lender or
          investor to a party, provided for the leasing by the Company or a
          Restricted Subsidiary of any Principal Property which has been or
          is to be sold or transferred by the Company or such Restricted
          Subsidiary to such bank, insurance company, lender or investor,
          or to any person to whom funds have been or are to be advanced by
          such bank, insurance company, lender or investor on the security
          of such Principal Property (herein referred to as a "sale and
          leaseback transaction") unless, after giving effect thereto, the
          aggregate amount of all Attributable Debt with respect to such
          transactions plus all Debt to which Section 1006 is applicable
          would not exceed 10% of Consolidated Net Tangible Assets.  This
          covenant shall not apply to, and there shall be excluded from
          Attributable Debt in any computation under this Section 1007,
          Attributable Debt with respect to any sale and leaseback
          transaction if:

                    (1)  the lease in such sale and leaseback transaction
               is for a period, including renewal rights, of not in excess
               of three years, or

                    (2)  the Company or a Restricted Subsidiary, within 180
               days after the sale or transfer shall have been made by the
               Company or by a Restricted Subsidiary, applies an amount not
               less than the greater of the net proceeds of the sale of the
               Principal Property leased pursuant to such arrangement or
               the fair market value of the Principal Property so leased at
               the time of entering into such arrangement (as determined in
               any manner approved by the Board of Directors) to (a) the
               retirement of Funded Debt of the Company ranking on a parity
               with or senior to the Securities or the retirement of Funded
               Debt of a Restricted Subsidiary; provided, however, that the
               amount to be applied to the retirement of such Funded Debt
               of the Company or a Restricted Subsidiary shall be reduced
               by (x) the principal amount of any Securities (or other
               notes or debentures constituting such Funded Debt) delivered
               within such 180-day period to the Trustee or other
               applicable trustee for retirement and cancellation and (y)
               the principal amount of such Funded Debt, other than items
               referred to in the preceding clause (x), voluntarily retired
               by the Company or a Restricted Subsidiary within 180 days
               after such sale; and provided, further, that,
               notwithstanding the foregoing, no retirement referred to in
               this clause (a) may be effected by payment at maturity or
               pursuant to any mandatory sinking fund payment or any
               mandatory prepayment provision, or (b) the purchase of other
               property which will constitute a Principal Property having a
               fair market value, in the opinion of the Board of Directors
               of the Company, at least equal to the fair market value of
               the Principal Property leased in such sale and leaseback
               transaction less the amount of any Funded Debt retired
               pursuant to clause (a) of this subsection, or

                                       70



                    (3)  such sale and leaseback transaction is entered
               into prior to, at the time of, or within 180 days after the
               later of the acquisition of the Principal Property or the
               completion of construction thereon, or

                    (4)  the lease in such sale and leaseback transaction
               secures or relates to obligations issued by a state
               territory or possession of the United States, or any
               political subdivision of any of the foregoing, or the
               District of Columbia, to finance the acquisition of or
               construction on property, and on which the interest is not,
               in the opinion of tax counsel of recognized standing or in
               accordance with a ruling issued by the Internal Revenue
               Service, includible in gross income of the holder by reason
               of Section 103(a)(1) of the Internal Revenue Code (or any
               successor to such provision) as in effect at the time of the
               issuance of such obligations or

                    (5)  such sale and leaseback transaction is entered
               into between the Company and a Restricted Subsidiary or
               between Restricted Subsidiaries.

          SECTION 1008.  Waiver of Certain Covenants.

               The Company may omit in any particular instance to comply
          with any term, provision or condition set forth in Sections 1006
          and 1007, inclusive, with respect to the Securities of any series
          if before the time for such compliance the Holders of at least a
          majority in principal amount of the Outstanding Securities of
          such series shall, by Act of such Holders, either waive such
          compliance in such instance or generally waive compliance with
          such term, provision or condition, but no such waiver shall
          extend to or affect such term, provision or condition except to
          the extent so expressly waived, and, until such waiver shall
          become effective, the obligations of the Company and the duties
          of the Trustee in respect of any such term, provision or
          condition shall remain in full force and effect.

          SECTION 1009.  Calculation of Original Issue Discount; and
          Certain Information Concerning Tax Reporting

               The Company will deliver to the Trustee, within 40 days of
          the date of original issuance of any series of Securities with
          Original Issue Discount, an Officers' Certificate, setting forth
          (i) the amount of the Original Issue Discount on the Securities,
          expressed as a U.S. dollar amount per $1,000 of principal amount
          at Stated Maturity, (ii) the yield to maturity for the
          Securities, and (iii) a table of the amount of the Original Issue
          Discount on the Securities, expressed as a U.S. dollar amount per
          $1,000 of principal amount at Stated Maturity, accrued for each
          day from the date of original issuance of the Securities to their
          Stated Maturity.

               On or before December 15 of each year during which any
          Securities are Outstanding, the Company shall furnish to the
          Trustee such information as may be reasonably requested by the
          Trustee in order that the Trustee may prepare the information
          which it is required to report for such year on Internal Revenue
          Service Forms 1096 and 1099 pursuant to Section 6049 of the
          Internal Revenue Code of 1986, as amended.  Such information
          shall include the amount of 

                                    71



          Original Issue Discount includeable
          in income for each $1,000 of principal amount at Stated Maturity
          of Outstanding Securities during such year.

                                    ARTICLE ELEVEN

                               REDEMPTION OF SECURITIES

          SECTION 1101.  Applicability of Article.

               Securities of any series which are redeemable before their
          Stated Maturity shall be redeemable in accordance with their
          terms and (except as otherwise specified as contemplated by
          Section 301 for Securities of any series) in accordance with this
          Article.

          SECTION 1102.  Election to Redeem; Notice to Trustee.

               The election of the Company to redeem any Securities shall
          be evidenced by a Board Resolution.  In case of any redemption at
          the election of the Company of less than all the Securities of
          any series, the Company shall, at least 60 days prior to the
          Redemption Date fixed by the Company (unless a shorter notice
          shall be satisfactory to the Trustee), notify the Trustee of such
          Redemption Date and of the principal amount of Securities of such
          series to be redeemed.  In the case of any redemption of
          Securities prior to the expiration of any restriction on such
          redemption provided in the terms of such Securities or elsewhere
          in this Indenture, the Company shall furnish the Trustee with an
          Officers' Certificate evidencing compliance with such
          restriction.

          SECTION 1103.  Selection By Trustee of Securities to Be Redeemed.

               With the exception of Securities delivered by the Company to
          the Trustee in satisfaction of obligations of the Company to make
          mandatory sinking fund payments, if less than all the Securities
          of any series are to be redeemed, the particular Securities to be
          redeemed shall be selected not more than 60 days prior to the
          Redemption Date by the Trustee, from the Outstanding Securities
          of such series not previously called for redemption, by such
          method as the Trustee shall deem fair and appropriate and which
          may provide for the selection for redemption of portions (equal
          to the minimum authorized denomination for Securities of that
          series or any integral multiple thereof) of the principal amount
          of Securities of such series of a denomination larger than the
          minimum authorized denomination for Securities of that series.

               The Trustee shall promptly notify the Company in writing of
          the Securities selected for redemption and, in the case of any
          Securities selected for partial redemption, the principal amount
          thereof to be redeemed.

                For all purposes of this Indenture, unless the context
          otherwise requires, all provisions relating to the redemption of
          Securities shall relate, in the case of any Securities redeemed or 

                                             72



          to be redeemed only in part, to the portion of the principal
          amount of such Securities which has been or is to be redeemed.

          SECTION 1104.  Notice of Redemption.

               Notice of redemption shall be given by first-class mail,
          postage prepaid, mailed not less than 30 nor more than 60 days
          prior to the Redemption Date, to each Holder of Securities to be
          redeemed, at his address appearing in the Security Register,

               All notices of redemption shall state:

                    (1)  the Redemption Date;

                    (2)  the Redemption Price;

                    (3)  if less than all the Outstanding Securities of any
               series are to be redeemed, the identification (and, in the
               case of partial redemption, the principal amounts) of the
               particular Securities to be redeemed;

                    (4)  that on the Redemption Date the  Redemption Price
               will become due and payable upon each such Security to be
               redeemed and, if applicable, that interest thereon will
               cease to accrue on and after said date;

                    (5)  the place or places where such Securities are to
               be surrendered for payment of the Redemption Price; and

                     (6)  that the redemption is for a sinking fund, if
               such is the case.

               Notice of redemption of Securities to be redeemed at the
          election of the Company shall be given by the Company or, at the
          Company's request, by the Trustee in the name and at the expense
          of the Company.

          SECTION 1105.  Deposit of Redemption Price.

               Prior to any Redemption Date, the Company shall deposit with
          the Trustee or with a Paying Agent (or, if the Company is acting
          as its own Paying Agent, segregate and hold in trust as provided
          in Section 1003) an amount of money sufficient to pay the
          Redemption Price of, and (except if the Redemption Date shall be
          an Interest Payment Date) accrued interest on, all the Securities
          which are to be redeemed on that date.

          SECTION 1106.  Securities Payable on Redemption Date.

               Notice of redemption having been given as aforesaid, the
          Securities so to be redeemed shall, on the Redemption Date,
          become due and payable at the Redemption Price therein 

                                      73



          specified, and from and after such date (unless the Company shall 
          default in the payment of the Redemption Price and accrued interest) 
          such Securities shall cease to bear interest.  Upon surrender of any
          such Security for redemption in accordance with said notice, such
          Security shall be paid by the Company at the Redemption Price,
          together with accrued interest, if any, to the Redemption Date;
          provided, however, that installments of interest whose Stated
          Maturity is on or prior to the Redemption Date shall be payable
          to the Holders of such Securities, or one or more Predecessor
          Securities, registered as such at the close of business on the
          relevant Record Dates according to their terms and the provisions
          of Section 307.

               If any Security called for redemption shall not be so paid
          upon surrender thereof for redemption, the principal (and
          premium, if any) shall, until paid, bear interest from the
          Redemption Date at the rate prescribed therefor in the Security.

          SECTION 1107.  Securities Redeemed in Part.

               Any Security which is to be redeemed only in part shall be
          surrendered at a Place of Payment therefor (with, if the Company
          or the Trustee so requires, due endorsement by, or a written
          instrument of transfer in form satisfactory to the Company and
          the Trustee duly executed by, the Holder thereof or his attorney
          duly authorized in writing), and the Company shall execute, and
          the Trustee shall authenticate and deliver to the Holder of such
          Security without service charge, a new Security or Securities of
          the same series and of like tenor, of any authorized denomination
          as requested by such Holder, in aggregate principal amount equal
          to and in exchange for the unredeemed portion of the principal of
          the Security so surrendered, except that if a global Security is
          so surrendered, the Company shall execute, and the Trustee shall
          authenticate and deliver to the Depositary for such global
          Security, without service charge, a new global Security or
          Securities in a denomination equal to and in exchange for the
          unredeemed portion of the principal of the global Security so
          surrendered.

                                    ARTICLE TWELVE

                                    SINKING FUNDS

          SECTION 1201.  Applicability of Article.

               The provisions of this Article shall be applicable to any
          sinking fund for the retirement of Securities of a series except
          as otherwise specified as contemplated by Section 301 for
          Securities of such series.

               The minimum amount of any sinking fund payment provided for
          by the terms of Securities of any series is herein referred to as
          a "mandatory sinking fund payment", and any payment in excess of
          such minimum amount provided for by the terms of Securities of any 
          series is herein referred to as an "optional sinking fund payment".  
          If provided for by the terms of Securities of any series, the cash 
          amount of any sinking fund payment may be subject to 

                                    74



          reduction as provided in Section 1202.  Each sinking
          fund payment shall be applied to the redemption of Securities of
          any series as provided for by the terms of Securities of such
          series.

          SECTION 1202.  Satisfaction of Sinking Fund Payments with
                         Securities.

               The Company (1) may deliver Outstanding Securities of a
          series (other than any previously called for redemption) and (2)
          may apply as a credit Securities of a series which have been
          redeemed either at the election of the Company pursuant to the
          terms of such Securities or through the application of permitted
          optional sinking fund payments pursuant to the terms of such
          Securities, in each case in satisfaction of all or any part of
          any sinking fund payment with respect to the Securities of such
          series required to be made pursuant to the terms of such
          Securities as provided for by the terms of such series; provided
          that such Securities have not been previously so credited.  Such
          Securities shall be received and credited for such purpose by the
          Trustee at the Redemption Price specified in such Securities for
          redemption through operation of the sinking fund and the amount
          of such sinking fund payment shall be reduced accordingly.

          SECTION 1203.  Redemption of Securities for Sinking Fund.

               Not less than 60 days prior to each sinking fund payment
          date for any series of Securities, the Company will deliver to
          the Trustee an Officers' Certificate specifying the amount of the
          next ensuing sinking fund payment for that series pursuant to the
          terms of that series, the portion thereof, if any, which is to be
          satisfied by payment of cash and the portion thereof, if any,
          which is to be satisfied by delivering and crediting Securities
          of that series pursuant to Section 1202, and will also deliver to
          the Trustee any Securities to be so credited which have not
          theretofore been so delivered.  Not less than 30 days before each
          such sinking fund payment date the Trustee shall select the
          Securities to be redeemed upon such sinking fund payment date in
          the manner specified in Section 1103 and cause notice of the
          redemption thereof to be given in the name of and at the expense
          of the Company in the manner provided in Section 1104.  Such
          notice having been duly given, the redemption of such Securities
          shall be made upon the terms and in the manner stated in Sections
          1106 and 1107.

                                   ARTICLE THIRTEEN

                                      DEFEASANCE

          SECTION 1301.  Applicability of Article; Company's Option to
                    Effect Defeasance.

               If pursuant to Section 301 provision is made for either or
          both of (a) defeasance of the Securities of a series under
          Section 1302 or (b) covenant defeasance of the Securities of a
          series under Section 1303, then the provisions of such Section or
          Sections, as the case may be, together with the other provisions
          of this Article Thirteen, shall be applicable to the Securities
          of such series, and the Company may at its option by Board
          Resolution, at any time, with respect to the Securities of 
          such series, elect to have either Section 1302 (if 

                                 75



          applicable) or Section 1303 (if applicable) be applied to the 
          Outstanding Securities of such series upon compliance with the 
          conditions set forth below in this Article Thirteen.

          SECTION 1302.  Defeasance and Discharge.

               Upon the Company's exercise of the above option applicable
          to this Section, the Company shall be deemed to have been
          discharged from its obligations with respect to the Outstanding
          Securities of such series on the date the conditions set forth
          below are satisfied (hereinafter, "defeasance").  For this
          purpose, such defeasance means that the Company shall be deemed
          to have paid and discharged the entire indebtedness represented
          by the Outstanding Securities of such series and to have
          satisfied all its other obligations under such Securities and
          this Indenture insofar as such Securities are concerned (and the
          Trustee, at the expense of the Company, shall execute proper
          instruments acknowledging the same), except for the following
          which shall survive until otherwise terminated or discharged
          hereunder: (a) the rights of Holders of Outstanding Securities of
          such series to receive, solely from the trust fund described in
          Section 1304 and as more fully set forth in such Section,
          payments in respect of the principal of (and premium, if any) and
          interest on such Securities when such payments are due, (b) the
          Company's obligations with respect to such Securities under
          Sections 304, 305, 306, 1002 and 1003, (c) the rights, powers,
          trusts, duties and immunities of the Trustee hereunder and (d)
          this Article Thirteen.  Subject to compliance with this Article
          Thirteen, the Company may exercise its option under this Section
          1302 notwithstanding the prior exercise of its option under
          Section 1303 with respect to the Securities of such series.

          SECTION 1303.  Covenant Defeasance.

               Upon the Company's exercise of the above option applicable
          to this Section, the Company shall be released from its
          obligations under Sections 501(5), 1006 and 1007 with respect to
          the Outstanding Securities of such series on and after the date
          the conditions set forth below are satisfied (hereinafter,
          "covenant defeasance").  For this purpose, such covenant
          defeasance means that, with respect to the Outstanding Securities
          of such series, the Company may omit to comply with and shall
          have no liability in respect of any term, condition or limitation
          set forth in any such Section, whether directly or indirectly by
          reason of any reference elsewhere herein to any such Section or
          by reason of any reference in any such Section to any other
          provision herein or in any other document, but the remainder of
          this Indenture and such Securities shall be unaffected thereby.

          SECTION 1304.  Conditions to Defeasance.

               The following shall be the conditions to application of
          either Section 1302 or Section 1303 to the Outstanding Securities
          of such series:

                    (1)  the Company shall irrevocably have deposited or
               caused to be deposited with the Trustee (or another trustee
               satisfying the requirements of Section 609 who shall agree
               to comply with the provisions of this Article Thirteen
               applicable to it) as trust funds in trust 

                                         76


               for the purpose of making the following payments, specifically 
               pledged as security for, and dedicated solely to, the benefit 
               of the Holders of such Securities, (a) money in an amount, or 
               (b) U.S. Government Obligations which through the scheduled
               payment of principal and interest, if any, in respect
               thereof in accordance with their terms will provide, not
               later than one day before the due date of any payment, money
               in an amount, or (c) a combination thereof, sufficient, in
               the opinion of a nationally recognized firm of independent
               public accountants expressed in a written certification
               thereof delivered to the Trustee, to pay and discharge, and
               which shall be applied by the Trustee (or other qualifying
               trustee) to pay and discharge, (i) the principal of (and
               premium, if any, on) and each installment of principal of
               (and premium, if any) and interest, if any, on the
               Outstanding Securities of such series on the Stated Maturity
               of such principal or installment of principal or interest
               and (ii) any mandatory sinking fund payments or analogous
               payments applicable to the Outstanding Securities of such
               series on the day on which such payments are due and payable
               in accordance with the terms of this Indenture and of such
               Securities.  For this purpose, "U.S. Government Obligations"
               means securities that are (x) direct obligations of the
               United States of America for the payment of which its full
               faith and credit is pledged or (y) obligations of a Person
               controlled or supervised by and acting as an agency or
               instrumentality of the United States of America, the payment
               of which is unconditionally guaranteed as a full faith and
               credit obligation by the United States of America, which, in
               either case, are not callable or redeemable at the option of
               the issuer thereof, and shall also include a depository
               receipt issued by a bank (as defined in Section 3(a)(2) of
               the Securities Act of 1933, as amended) as custodian with
               respect to any such U.S. Government obligation or a specific
               payment of principal of or interest on any such U.S.
               Government Obligation held by such custodian for the account
               of the holder of such depository receipt, provided that
               (except as required by law) such custodian is not authorized
               to make any deduction from the amount payable to the holder
               of such depository receipt from any amount received by the
               custodian in respect of the U.S. Government Obligation or
               the specific payment of principal of or interest on the U.S.
               Government Obligation evidenced by such depository receipt.

                    (2)  No Event of Default or event which with notice or
               lapse of time or both would become an Event of Default with
               respect to the Securities of such series shall have occurred
               and be continuing on the date of such deposit or, insofar as
               Subsections 501(6) and (7) are concerned, at any time during
               the period ending on the 91st day after the date of such
               deposit or, if longer, ending on the day following the
               expiration of the longest preference period applicable to
               the Company in respect of such deposit (it being understood
               that this condition shall not be deemed satisfied until the
               expiration of such period).

                    (3)  Such defeasance or covenant defeasance shall not
               cause the Trustee for the Securities of such series to have
               a conflicting interest as defined in Section 608 and for
               purposes of the Trust Indenture Act with respect to any
               securities of the Company.

                                        77



                    (4)   Such defeasance or covenant defeasance shall not
               cause any Securities of such series then listed on any
               registered national securities exchange under the Securities
               Exchange Act of 1934, as amended, to be delisted or
               deregistered.

                    (5)  In the case of an election under Section 1302, the
               Company shall have delivered to the Trustee an Opinion of
               Counsel stating that (x) the Company has received from, or
               there has been published by, the Internal Revenue Service a
               ruling, or (y) since the date of this Indenture there has
               been a change in the applicable federal income tax law, in
               either case to the effect that, and based thereon such
               opinion shall confirm that, the Holders of the Outstanding
               Securities of such series will not recognize income, gain or
               loss for federal income tax purposes as a result of such
               defeasance and will be subject to federal income tax on the
               same amounts, in the same manner and at the same times as
               would have been the case if such defeasance had not
               occurred.

                    (6)  In the case of an election under Section 1303, the
               Company shall have delivered to the Trustee an Opinion of
               Counsel to the effect that the Holders of the Outstanding
               Securities of such series will not recognize income, gain or
               loss for federal income tax purposes as a result of such
               covenant defeasance and will be subject to federal income
               tax on the same amounts, in the same manner and at the same
               times as would have been the case if such covenant
               defeasance had not occurred.

                    (7)  Such defeasance or covenant defeasance shall be
               effected in compliance with any additional terms, conditions
               or limitations which may be imposed on the Company in
               connection therewith pursuant to Section 301.

                    (8)  The Company shall have delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel, each
               stating that all conditions precedent provided for relating
               to either the defeasance under Section 1302 or the covenant
               defeasance under Section 1303 (as the case may be) have been
               complied with.

          SECTION 1305.  Deposited Money and U.S. Government Obligations to
                         be Held in Trust; Miscellaneous.

               Subject to the provisions of the last paragraph of Section
          1003, all money and U. S. Government Obligations (including the
          proceeds thereof) deposited with the Trustee (or other qualifying
          trustee -- collectively, for purposes of this Section 1305, the
          "Trustee") pursuant to Section 1304, in respect of the
          Outstanding Securities of such series shall be held in trust and
          applied by the Trustee, in accordance with the provisions of such
          Securities and this Indenture, to the payment, either directly or
          through any Paying Agent (including the Company acting as its own
          Paying Agent) as the Trustee may determine, to the Holders of
          such Securities, of all sums due and to become due thereon in
          respect of principal (and premium, if any) and interest, if any,
          but such money need not be segregated from other funds except to
          the extent required by law.

                                         78



               The Company shall pay and indemnify the Trustee against any
          tax, fee or other charge imposed on or assessed against the U. S.
          Government Obligations deposited pursuant to Section 1304 or the
          principal and interest received in respect thereof other than any
          such tax, fee or other charge which by law is for the account of
          the Holders of the Outstanding Securities of such series.

               Anything in this Article Thirteen to the contrary
          notwithstanding, the Trustee shall deliver or pay to the Company
          from time to time upon Company Request any money or U. S.
          Government obligations held by it as provided in Section 1304
          which, in the opinion of a nationally recognized firm of
          independent public accountants expressed in a written
          certification thereof delivered to the Trustee, are in excess of
          the amount thereof which would be required to be deposited to
          effect an equivalent defeasance or covenant defeasance.

                                   ARTICLE FOURTEEN

                     REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

          SECTION 1401.  Applicability of Article.

               Securities of any series which are repayable before their
          Stated Maturity at the option of the Holders shall be repaid in
          accordance with their terms and (except as otherwise specified as
          contemplated by Section 301 for Securities of any series) in
          accordance with this Article,

          SECTION 1402.  Notice of Repayment Date.

               Securities of any Repayment Date with respect to Securities
          of any series shall, unless otherwise specified by the terms of
          the Securities of any series, be given by the Company not less
          than 45 nor more than 60 days prior to such Repayment Date to
          each Holder of Securities of such series in accordance with
          Section 106.

               The notice as to Repayment Date shall state:

                    (1)  the Repayment Date;

                    (2)  the Repayment Price;

                    (3)  the place or places where such Securities are to
               be surrendered for payment of the Repayment Price and the
               date by which Securities must be so surrendered in order to
               be repaid;

                    (4)  a description of the procedure which a Holder must
               follow to exercise a repayment right; and

                    (5)  that exercise of the option to elect repayment
               is irrevocable.

                               79



               No failure of the Company to give the foregoing notice shall
          limit any Holder's right to exercise a repayment right.

          SECTION 1403.  Deposit of Repayment Price.

               Prior to the Repayment Date, the Company shall deposit with
          the Trustee or with a Paying Agent (or, if the Company is acting
          as its own Paying Agent, segregate and hold in trust as provided
          in Section 1003) an amount of money sufficient to pay the
          Repayment Price of and (unless the Repayment Date shall be an
          Interest Payment Date) accrued interest, if any, on all of the
          Securities of such series which are to be repaid on that date.

          SECTION 1404.  Securities Payable on Repayment Date.

               The form of option to elect repayment having been delivered
          as specified in the form of Security for such series as provided
          in Section 203, the Securities of such series so to be repaid
          shall, on the Repayment Date, become due and payable at the
          Repayment Price applicable thereto, and from and after such date
          (unless the Company shall default in the payment of the Repayment
          Price and accrued interest) such Securities shall cease to bear
          interest.  Upon surrender of any such Security for repayment in
          accordance with said notice, such Security shall be paid by the
          Company at the Repayment Price together with accrued interest to
          the Repayment Date; provided, however, that installments of
          interest whose Stated Maturity is on or prior to such Repayment
          Date shall be payable to the Holders of such Securities, or one
          or more Predecessor Securities, registered as such at the close
          of business on the relevant Record Dates according to their terms
          and the provisions of Section 307.

                If any Security shall not be paid upon surrender thereof
          for repayment, the principal (and premium, if any) shall, until
          paid, bear interest from the Repayment Date at the rate
          prescribed therefor in such Security.

          SECTION 1405.  Securities Repaid in Part.

               Any Security which by its terms may be repaid in part at the
          option of the Holder and which is to be repaid only in part shall
          be surrendered at any office or agency of the Company designated
          for that purpose pursuant to Section 1002 (with, if the Company
          or the Trustee so requires, due endorsement by, or a written
          instrument of transfer in form satisfactory to the Company and
          the Trustee duly executed by, the Holder thereof or his attorney
          duly authorized in writing), and the Company shall execute, and
          the Trustee shall authenticate and deliver to the Holder of such
          Security without service charge, a new Security or Securities of
          the same series, of any authorized denomination as requested by
          such Holder, in aggregate principal amount equal to and in
          exchange for the unrepaid portion of the principal of the
          Security so surrendered.

                                  80




                                   ARTICLE FIFTEEN

                  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                    AND DIRECTORS.

          SECTION 1501.  Immunity of Incorporators, Stockholders, Officers
                         and Directors.

               No recourse under or upon any obligation, covenant or
          agreement of this Indenture, or of any Security, or for any claim
          based thereon or otherwise in respect thereof, shall be had
          against any incorporator, stockholder, officer or director, as
          such, past, present or future, of the Company or of any successor
          corporation, either directly or through the Company, whether by
          virtue of any constitution, statute or rule of law, or by the
          enforcement of any assessment or penalty or otherwise; it being
          expressly understood that this Indenture and the obligations
          issued hereunder are solely corporate obligations, and that no
          personal liability whatever shall attach to, or is or shall be
          incurred by, the incorporators, stockholders, officers or
          directors, as such, of the Company or any successor corporation,
          or any of them, because of the creation of the indebtedness
          hereby authorized, or under or by reason of the obligations,
          covenants or agreements contained in this Indenture or in any of
          the Securities or implied therefrom; and that any and all such
          personal liability of every name and nature, either at common law
          or in equity or by constitution or statute, of, and any and all
          such rights and claims against, every such incorporator,
          stockholder, officer or director, as such, because of the
          creation of the indebtedness hereby authorized, or under or by
          reason of the obligations, covenants or agreements contained in
          this Indenture or in any of the Securities or implied therefrom
          are hereby expressly waived and released as a condition of, and
          as a consideration for, the execution of this Indenture and the
          issue of such Securities.

                                    * * * * * * *

               This instrument may be executed in any number of
          counterparts, each of which so executed shall be deemed to be an
          original, but all such counterparts shall together constitute but
          one and the same instrument.

                                       81


               IN WITNESS WHEREOF, the parties hereto have caused this
          Indenture to be duly executed, and their respective corporate
          seals to be hereunto affixed and attested, all as of the day and
          year first above written.

                                        COCA-COLA BOTTLING CO.
                                             CONSOLIDATED


                                        By:_______________________________

          ATTEST:

          ______________________________________

          [Corporate Seal]
                                        NATIONSBANK OF GEORGIA,
                                        NATIONAL ASSOCIATION, AS TRUSTEE



                                        By:______________________________
          ATTEST:


          ______________________________________
          [Corporate Seal]

                                    82


   NUMBER                  (logo, see appendix)          SHARES

                              (Logo of
 COMMON STOCK            COCA-COLA BOTTLING CO.,
                             see appendix)

PAR VALUE $1.00              CONSOLIDATED             CUSIP 191098 10 2
                      INCORPORATED UNDER THE LAWS   SEE REVERSE FOR CERTAIN 
                       OF THE STATE OF DELAWARE          DEFINITIONS


THIS CERTIFIES THAT



                           SPECIMEN



is the owner of

              FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

            (Logo of COCA-COLA BOTTLING CO., see appendix) CONSOLIDATED

transferable in person or by duly authorized attorney on the books of the
Corporation upon surrender of this certificate properly endorsed. This 
certificate and the shares represented hereby are subject to all the terms, 
conditions and limitations of the Certificate of Incorporation and all 
Amendments thereto. This certificate is not valid unless countersigned 
by the Transfer Agent and Registrar.
     WITNESS the facsimile seal of the Corporation and the facsimile 
           signatures of its duly authorized officers.


(Seal, see appendix)      Dated:

                 (Signature of                     (Signature of 
      John W. Murrey III, see appendix)      James L. Moore, see appendix)
               Secretary                 President and Chief Executive Officer


                            AMERICAN BANK NOTE COMPANY.



             COCA-COLA BOTTLING CO. CONSOLIDATED

  THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO 
SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, 
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF 
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES 
AND/OR RIGHTS.

  The following abbreviations, when used in the inscription on the face 
of this certificate, shall be construed as though they were written out 
in full according to applicable laws or regulations:


TEN COM --as tenants in common          UNIF GIFT MIN ACT --....Custodian....
TEN ENT --as tenants by the entireties                     (Cust)      (Minor)
JT TEN  --as joint tenants with right of          under uniform Gifts to Minors
          survivorship and not as tenants         Act....................
          in common                                       (State)

      Additional abbreviations may also be used though not in the above list.

  For value received,____________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
(                             )_______________________________________



______________________________________________________________________
 Please print or typewrite name and address including postal zip code 
 of assignee


______________________________________________________________________



______________________________________________________________________



________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do 
hereby irrevocably constitute and appoint_____________________________

______________________________________________________________________
Attorney to transfer the said stock on the books of the within-named 
Corporation with full power of substitution in the premises.


Dated,______________________


                             ___________________________________


Signature Guaranteed:



                              LAW OFFICES
                  WITT, GAITHER & WHITAKER, P.C.

              1100 AMERICAN NATIONAL BANK BUILDING
              CHATTANOOGA, TENNESSEE 37402-2608

                   TELEPHONE: 615-265-8881
                   FACSIMILE: 615-266-4138
                   FACSIMILE: 615-265-5298

RAYMOND B. WITT, JR.      STEVEN R. BARRETT          JOHN P. GAITHER
PHIL B. WHITAKER          PHILIP B. WHITAKER, JR.      (1915-1994)
JOHN W. MURREY, III       JANE K. RICCI***
HUGH J. MOORE, JR.        LEIGH ANNE BATTERSBY       WILLIAM P. HUTCHESON
FRANK P. PINCHAK          RICHARD D. FAULKNER, JR.*     (1923-1991)
JOHN F. HENRY, JR.        MICHAEL J. MCSUNAS
HAROLD A. SCHWARTZ, JR.   CHARLES N. WHITAKER         OF COUNSEL:
K. STEPHEN POWERS                                     SHIELDS WILSON
CARTER J. LYNCH, III                                  GARY M. DISHEROON
GEOFFREY G. YOUNG*                                    FRANK M. GROVES
RALPH M. KILLEBREW, JR.   ALSO LICENSED IN:
ROSEMARIE L. BRYAN        *   GEORGIA
DOUGLAS E. PECK**         **  NORTH CAROLINA
JONATHAN M. MINNEN*       *** OHIO & TEXAS


                                July 20, 1994



Board of Directors
Coca-Cola Bottling Co. Consolidated
Charlotte, North Carolina

Gentlemen:

You have requested our opinion concerning certain matters in
connection with the Registration Statement on Form S-3 to be
filed by Coca-Cola Bottling Co. Consolidated, a Delaware
corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to $400,000,000 aggregate initial offering
price of securities being registered pursuant to Rule 415 under
the Securities Act, consisting of one or more of the following: 
(i) Debt Securities of the Company; (ii) the Company's
Convertible Preferred Stock, par value $100 per share; (iii) the
Company's Non-Convertible Preferred Stock, par value $100 per
share; (iv) the Company's Preferred Stock, par value $0.01 per
share; (v) the Company's Common Stock, par value $1.00 per share;
and (vi) the Company's Class C Common Stock, par value $1.00 per
share.

In rendering the opinions expressed herein, we have examined the
Restated Certificate of Incorporation of the Company, the Bylaws
of the Company as amended to date, the Indenture dated as of 
July 20, 1994 between the Company and NationsBank of Georgia, 
National Association (as Trustee), and the originals, or copies
certified or otherwise identified to our satisfaction, of such
records, documents, certificates and other instruments as in our
judgement are necessary or appropriate to enable us to render the
opinions expressed below.  In such examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion
that:



                                        WITT, GAITHER & WHITAKER, P.C.


Board of Directors
Coca-Cola Bottling Co. Consolidated
July 20, 1994
Page 2

     1.   The Company is duly incorporated and validly
     existing under the laws of the State of Delaware.

     2.   The Indenture, dated as of July 20, 1994, between
     the Company and NationsBank of Georgia, National
     Association, as Trustee (the "Indenture"), has been
     duly authorized and executed by the Company, has been 
     executed and delivered by the parties thereto and constitutes 
     a valid and legally binding obligation of the Company.

     3.   When the issuance of the Debt Securities has been
     duly authorized by appropriate corporate action and
     such Debt Securities have been duly executed,
     authenticated and delivered in accordance with the
     Indenture and sold as described in the Registration
     Statement, including the Prospectus and any Prospectus
     Supplement relating to such Debt Securities, such Debt
     Securities will be legal, valid and binding obligations
     of the Company entitled to the benefits of the
     Indenture.

     4.   When the issuance of shares of any series of (i)
     the Convertible Preferred Stock, (ii) the Non-
     Convertible Preferred Stock or (iii) the Preferred
     Stock ((i), (ii) and (iii), collectively, the
     "Preferred Equity Securities") has been duly authorized
     by appropriate corporate action, such Preferred Equity
     Securities, when issued in accordance with the terms of
     the applicable corporate authorization and the
     applicable certificate of designations as described in
     the Registration Statement, including the Prospectus
     and any Prospectus Supplement relating to any issuance
     of such Preferred Equity Securities, will be duly
     authorized, validly issued, fully paid and
     nonassessable.

     5.   When the issuance of shares of (i) the Common
     Stock or (ii) Class C Common Stock ((i) and (ii),
     collectively, the "Common Equity Securities") has been
     duly authorized by appropriate corporate action, such
     Common Equity Securities, when issued in accordance
     with the terms of the applicable corporate
     authorization as described in the Registration
     Statement, including the Prospectus and any Prospectus
     Supplement relating to any issuance of such Common
     Equity Securities, will be duly authorized, validly
     issued, fully paid and nonassessable.


We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under




                                     WITT, GAITHER & WHITAKER, P.C.

Board of Directors
Coca-Cola Bottling Co. Consolidated
July 20, 1994
Page 3




the caption "Legal Opinions" in the Prospectus forming a part of
the Registration Statement.

                        Very truly yours,

                        (Signature of Ralph M. Killebrew, Jr.)

                        Ralph M. Killebrew, Jr.
                        For the Firm







                                                               EXHIBIT 12

                       COCA-COLA BOTTLING CO. CONSOLIDATED

                       RATIOS OF EARNINGS TO FIXED CHARGES 
                     AND THE RATIOS OF EARNINGS TO COMBINED 
                   FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                                 (in thousands)

      The tables below set forth the ratios of earnings to fixed charges 
and the ratios of earnings to combined fixed charges and preferred stock 
dividends of the Company and its consolidated subsidiaries for the periods 
indicated.  The ratios have been computed using the amounts for the Company, 
its consolidated subsidiaries and its proportionate share of losses incurred 
by its fifty percent (50%) owned affiliate.  Earnings available for fixed 
charges represent earnings before income taxes, extraordinary items and fixed 
charges.  Fixed charges represent interest incurred plus that portion of
rental expense deemed to be the equivalent of interest.  Preferred Stock 
dividends represent all such dividends paid by the Company in respect of its 
Preferred Stock, increased to an amount representing the pre-tax earnings 
which would be required to cover such dividend requirements.

                          RATIOS OF EARNINGS TO FIXED CHARGES 

6 Months Ended July 3 July 4 Fiscal Year Ended(1) 1994 1993 1993 1992 1991 1990 1989 Income (loss) before income taxes............ 13,215 24,015 4,851 2,956 2,205 (2,474) Fixed charges: Interest expense(2)..... 17,241 32,394 38,462 23,356 26,387 25,403 1/3 rental expense(3)... 2,884 5,767 5,933 4,333 3,400 2,667 Piedmont fixed charges(4)...... -- 2,260 -- -- -- -- ------ ------ ------ ------ ------ ------ Fixed charges, as Defined.......... 20,125 40,421 44,395 27,689 29,787 28,070 ------ ------ ------ ------ ------ ------ Earnings, as Defined............... 33,340 64,436 49,246 30,645 31,992 25,596 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Fixed Charges, as Defined............ 20,125 40,421 44,395 27,689 29,787 28,070 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ratio of Earnings to Fixed Charges......... 1.66 1.59 1.11 1.11 1.07 0.91(5) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Excess (deficiency) of Earnings, as Defined, to Fixed Charges............... 13,215 24,015 4,851 2,956 2,205 (2,474) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
(1) The Company's fiscal year ends on the Sunday nearest December 31. (2) Discounts on sales of trade accounts receivable of $____ million during the six months ended July 3, 1994, $.7 million during the six months ended July 4, 1993, $1.4 million in 1993, $1.6 million in 1992, $1.8 million in 1991, $2.3 million in 1990 and $.7 million in 1989 are included in the interest expense line item. (3) Management believes amounts presented for 1/3 rental expense represent a reasonable approximation of the interest factor in such rentals. (4) Piedmont's fixed charges for 1993 are calculated as follows: Interest expense 4,276 1/3 rental expense(3) 243 ----- 4,519 Proportionate share 50% ----- 2,260 ----- ----- (5) As a result of the loss incurred in 1989, the Company was unable to fully cover the indicated fixed charges. EXHIBIT 12 COCA-COLA BOTTLING CO. CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND THE RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands) RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
6 Months Ended July 3 July 4 Fiscal Year Ended(1) 1994 1993 1993 1992 1991 1990 1989 Earnings, as Defined.... 33,340 64,436 49,246 30,645 31,992 25,596 ------- ------ ------- ---- ------ ------- ------- ------ ------- ---- ------ ------- Preferred Stock Dividends............. -- -- 4,195 728 448 -- Ratio of pre-tax income to net income......... -- -- 2.33 1.01 9.63 -- ------- ------ ------- ---- ------ ------- Preferred Dividend factor................ -- -- 9,774 735 4,314 -- Fixed charges, as Defined............ 20,125 40,421 44,395 27,689 29,787 28,070 ------- ------ ------- ---- ------ ------- Combined Fixed Charges and Preferred Stock Dividends............. 20,125 40,421 54,169 28,424 34,101 28,070 ------- ------ ------- ---- ------ ------- ------- ------ ------- ---- ------ ------- Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends............. 1.66 1.59 0.91(2) 1.08 0.94(3) 0.91(4) ------- ------ ------- ---- ------ ------- ------- ------ ------- ---- ------ ------- Excess (deficiency) of Earnings, as Defined, to Combined Fixed Charges and Preferred Stock Dividends............. 13,215 24,015 (4,923) 2,221 (2,109) (2,474) ------- ------ ------- ---- ------ ------- ------- ------ ------- ---- ------ -------
(1) The Company's fiscal year ends on the Sunday nearest December 31. (2) As a result of the Company's effective tax rate in 1992 of 57%, the Company was unable to fully cover the indicated combined fixed charges and preferred stock dividends. (3) As a result of the Company's effective tax rate in 1990 of 90%, the Company was unable to fully cover the indicated combined fixed charges and preferred stock dividends. Had the Company's effective rate been 38%, consistent with the effective tax rate in 1993, the preferred stock dividend factor for 1990 would have been $722,000 resulting in a ratio of earnings to combined fixed charges and preferred stock dividends of 1.05 for 1990. (4) As a result of the loss incurred in 1989, the Company was unable to fully cover the indicated combined fixed charges and preferred stock dividends.

                  CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Registration Statement on Form S-3 of our reports 
dated February 18, 1994 appearing on pages 38 and 51 in Coca-Cola Bottling 
Co. Consolidated's Annual Report on Form 10-K for the year ended January 2, 
1994. We also consent to the reference to us under the heading "Experts" 
in such Prospectus.

(Signature of Price Waterhouse)
PRICE WATERHOUSE

Charlotte, North Carolina
July 19, 1994

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                                
                            FORM T-1
               STATEMENT OF ELIGIBILITY UNDER THE
                                
          TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                                
                  DESIGNATED TO ACT AS TRUSTEE
                                
                                
  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                                
                  PURSUANT TO SECTION 305(b)(2)
                                
                                
          NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
       (Exact name of trustee as specified in its charter)
                                
                           58-0193243
              (I.R.S. employer identification no.)

  600 Peachtree Street, N.E.
  Suite 900
  Atlanta, Georgia                                        30308
  (Address of principal executive offices)             (Zip Code)
                                
                                
                        John T. Henderson
          NationsBank of Georgia, National Association
                       Area Administration
                       6000 Feldwood Road
                  College Park, Georgia  30349
                         (404) 774-6074
    (Name, Address and telephone number of agent for service)
                                
                                
                         with a copy to:
          NationsBank of Georgia, National Association
                         Corporate Trust
                 600 Peachtree Street, Suite 900
                        Atlanta, GA 30308
                                
                                
               Coca-Cola Bottling Co. Consolidated
       (Exact name of obligor as specified in its charter)

       Delaware                                   56-0950585
  (State or other jurisdiction                    (IRS employer
  of incorporation or organization)               identification no.)

               Coca Cola Bottling Co. Consolidated
                        1900 Rexford Road
                Charlotte, North Carolina  28211
                         (704) 551-4400
                                
    (Name, address, including zip code, and telephone number,
       including area code, of principal executive office)
                                
                                
                         Debt Securities
               (Title of the indenture securities)




1.   General information.

     Furnish the following information as to the trustee--

     (a)  Name and address of each examining or supervising authority to which 
          it is subject.

          The Comptroller of the Currency,
          Washington, D.C.

          Federal Reserve Bank of Atlanta
          104 Marietta Street, N.W.
          Atlanta, Georgia

          Federal Deposit Insurance Corporation
          Washington, D.C.

     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

2.   Affiliations with obligor.

     If the obligor is an affiliate of the trustee, describe each such 
     affiliation.

          None.

16.  List of Exhibits.

     List below all exhibits filed as a part of this statement of
     eligibility.

     (1)  A copy of the Articles of Association of the trustee as
          now in effect. (See Exhibit 1 to Form T-1, Exhibit 25
          to Registration No. 33-50233, which is incorporated
          herein by reference.)

     (2)  A copy of the certificate of authority of the trustee
          to commence business. (See Exhibit 2  to Form T-1,
          Exhibit 25 to Registration No. 33-50233, which is
          incorporated herein by reference.)

     (3)  A copy of the authorization of the trustee to exercise
          corporate trust powers. (See Exhibit 3 to Form T-1,
          Exhibit 25 to Registration No. 33-50233, which is
          incorporated herein by reference.)

     (4)  A copy of the existing by-laws of the trustee, as
          amended to date. (See Exhibit 4 to Form T-1, Exhibit
          25 to Registration No. 33-50233, which is incorporated
          herein by reference.)
      
     (6)  The consent of the trustee required by Section 321(b)
          of the Trust Indenture Act of 1939.

     (7)  A copy of the latest report of condition of the trustee
          published pursuant to law or the requirements of its supervising 
          or examining authority.
                            



                           SIGNATURE


      Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, NationsBank of Georgia, National Association, a
corporation organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Atlanta and the
State of Georgia, on the 14th day of July, 1994.

                              NATIONSBANK OF GEORGIA,
                               NATIONAL ASSOCIATION


                              By: /s/ Sandra Carreker        .
                                      Sandra Carreker
                                      Vice President

                      


                      EXHIBIT 6 TO FORM T-1
                                
                       CONSENT OF TRUSTEE


      Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issuance of
Coca-Cola Bottling Co. Consolidated Debt Securities, NationsBank
of Georgia, National Association hereby consents that reports of
examinations by Federal, State, Territorial or District Authorities  
may be furnished by such authorities to the Securities and Exchange 
Commission upon request therefor.


                              NATIONSBANK OF GEORGIA,
                               NATIONAL ASSOCIATION


                              By: /s/ Sandra Carreker       .
                                      Sandra Carreker
                                      Vice President




                            SIGNATURE


      Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, NationsBank of Georgia, National Association, a
corporation organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Atlanta and the
State of Georgia, on the 14th day of July, 1994.

                              NATIONSBANK OF GEORGIA,
                               NATIONAL ASSOCIATION


                              By:
                                   Sandra Carreker
                                   Vice President





                      EXHIBIT 6 TO FORM T-1
                                
                       CONSENT OF TRUSTEE


      Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issuance of
Coca-Cola  Bottling Co. Consolidated Debt Securities, NationsBank
of Georgia, National Association hereby consents that reports of
examinations by Federal, State, Territorial or District Authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.


                              NATIONSBANK OF GEORGIA,
                               NATIONAL ASSOCIATION


                              By:
                                   Sandra Carreker
                                   Vice President




                      EXHIBIT 7 TO FORM T-1

Comptroller of the Currency
Administrator of National Banks


                       REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the
NATIONSBANK OF GEORGIA, N.A. OF ATLANTA, in the state of Georgia,
at the close of business on March 31, 1994 published in response
to call made by Comptroller of the Currency, under Title 12,
United States Code, Section 161. Charter Number 13281,
Comptroller of the Currency, Atlanta District.



Statement of Resources and Liabilities

                                                    Dollar Amounts in Thousands

ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin              1,322,088.
Securities:
   Held-to-maturity securities                                  1,421,482.
   Available-for-sale securities                                2,370,474.

Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
    Federal funds sold                                          1,303,530.
    Securities purchased under agreements to resell                 7,881.
Loans and lease financing receivables:
   Loans and leases, net of unearned income                     9,796,002.
   LESS: Allowance for loan and lease losses                      123,557.
   LESS: Allocated transfer risk reserve                               87.
   Loans and leases, net of unearned income,
   allowance, and reserve                                       9,672,358.
Assets held in trading accounts                                    23,788.
Premises and fixed assets (including capitalized leases)          185,336.
Other real estate owned                                            14,729.
Customers' liability to this bank on acceptances outstanding      249,002.
Intangible assets                                                  44,567.
Other assets                                                      256,203.
Total assets                                                   16,871,438.
                                
                                
LIABILITIES

Deposits:
   In domestic offices                                          8,693,074.
   Noninterest-bearing                                          2,856,181.
   Interest-bearing                                             5,836,893.

Federal funds purchased and securities sold under agreements to
 repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
    Federal funds purchased                                     3,488,099.
    Securities sold under agreements to repurchase              2,301,917.
Demand notes issued to the U.S. Treasury                          146,636.
Trading Liabilities                                                19,766.
Other borrowed money:
   With original maturity of one year or less                     105,810.
   With original maturity of more than one year                       590.
Bank's liability on acceptances executed and outstanding          249,002.
Other liabilities                                                 851,200.
Total liabilities                                              15,856,094.

                     EQUITY CAPITAL
Common stock                                                       97,747.
Surplus                                                           231,313.
Undivided profits and capital reserves                            683,180.
Less: Net unrealized loss on marketable equity securities          (3,104)
Total equity capital                                            1,015,344.
Total liabilities, limited-life preferred stock, 
 and equity capital                                            16,871,438.

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has
been examined by us, and to the best of our knowledge and belief
has been prepared in conformance with the instructions and is
true and correct.


     Hugh M. Chapman 
James R. Lientz, Jr.       Directors
    L.L. Gellerstedt