COCA COLA BOTTLING CO CONSOLIDATED /DE/
OFFICER RETENTION PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>OFFICER RETENTION PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                         OFFICER RETENTION PLAN (ORP)

                                      OF

                      COCA-COLA BOTTLING CO. CONSOLIDATED


              (as amended and restated effective January 1, 2001)
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS.......................     1

     1.1.  Affiliate......................................................     1
     1.2.  Annuity Starting Date..........................................     2
     1.3.  Authorized Leave of Absence....................................     2
     1.4.  Beneficiary....................................................     2
     1.5.  Board..........................................................     2
     1.6.  Change in Control..............................................     2
     1.7.  Code...........................................................     4
     1.8.  Committee......................................................     4
     1.9.  Company........................................................     4
     1.10. Disability Retirement................................. ........     4
     1.11. Employee.......................................................     4
     1.12. ERISA..........................................................     4
     1.13. Executive Committee............................................     4
     1.14. Normal Form of Benefit.........................................     4
     1.15. Normal Retirement..............................................     4
     1.17. ORP Accrued Retirement Benefit.................................     4
     1.18. ORP Agreement..................................................     4
     1.19. Participating Company..........................................     4
     1.20. Plan...........................................................     5
     1.21. Plan Administrator.............................................     5
     1.22. Postponed Retirement...........................................     5
     1.23. Retire.........................................................     5
     1.24. Retirement.....................................................     5
     1.25. Service........................................................     5
     1.26. Severance......................................................     5
     1.27. Surviving Spouse...............................................     5
     1.28. Termination for Cause..........................................     5
     1.29. Termination of Employment......................................     5
     1.30. Total Disability...............................................     6
     1.31. Year of Plan Participation.....................................     6

ARTICLE II ELIGIBILITY AND PARTICIPATION..................................     6

     2.1.  Eligibility....................................................     6
     2.2.  Participation..................................................     6

ARTICLE III RETIREMENT BENEFIT............................................     6

     3.1.  Retirement Benefit.............................................     6
     3.2.  Reemployment...................................................     7

ARTICLE IV DEATH BENEFIT..................................................     8

</TABLE>

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<TABLE>
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     4.1.  Amount of Death Benefit Before Payment Begins...................   8
     4.2.  Amount of Death Benefit After Annuity Payments Begin............   8
     4.3.  Form of Benefit.................................................   8
     4.4.  Time of Payment.................................................   8

ARTICLE V  SEVERANCE BENEFIT...............................................   8

     5.1.  Severance Benefit...............................................   8
     5.2.  Reemployment....................................................   9

ARTICLE VI SPECIAL CIRCUMSTANCES...........................................   9

     6.1.  Change in Control...............................................   9
     6.2.  Acceleration and Enlargement of Benefits........................  11

ARTICLE VII CONDITIONS.....................................................  11

     7.1.  Suicide.........................................................  11
     7.2.  Noncompetition..................................................  11
     7.3.  Forfeiture for Cause............................................  12

ARTICLE VIII ADMINISTRATION OF THE PLAN....................................  12

     8.1.  Powers and Duties of the Committee..............................  12
     8.2.  Agents..........................................................  12
     8.3.  Reports to Board................................................  12
     8.4.  Structure of Committee..........................................  12
     8.5.  Adoption of Procedures of Committee.............................  13
     8.6.  Instructions for Payments.......................................  13
     8.7.  Claims for Benefits.............................................  13
     8.8.  Hold Harmless...................................................  13
     8.9.  Service of Process..............................................  14
     8.10. Benefit Election Procedures.....................................  14

ARTICLE IX  DESIGNATION OF BENEFICIARIES...................................  14

     9.1.  Beneficiary Designation.........................................  14
     9.2.  Failure to Designate Beneficiary................................  14

ARTICLE X  WITHDRAWAL OF PARTICIPATING COMPANY.............................  15

     10.1. Withdrawal of Participating Company.............................  15
     10.2. Effect of Withdrawal............................................  15

ARTICLE XI AMENDMENT OR TERMINATION OF THE PLAN............................  15

     11.1. Right to Amend or Terminate Plan................................  15
     11.2. Notice..........................................................  16

ARTICLE XII GENERAL PROVISIONS AND LIMITATIONS.............................  16
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<TABLE>
<S>                                                                          <C>
     12.1.  No Right to Continued Employment................................  16
     12.2.  Payment on Behalf of Payee......................................  16
     12.3.  Nonalienation...................................................  16
     12.4.  Missing Payee...................................................  17
     12.5.  Required Information............................................  17
     12.6.  No Trust or Funding Created.....................................  17
     12.7.  Binding Effect..................................................  17
     12.8.  Merger or Consolidation.........................................  17
     12.9.  Entire Plan.....................................................  18
     12.10. Withholding.....................................................  18
</TABLE>

                                      iii
<PAGE>

                         OFFICER RETENTION PLAN (ORP)
                                      OF
                      COCA-COLA BOTTLING CO. CONSOLIDATED

              (as amended and restated effective January 1, 2001)

                                   Preamble

     This Plan is designed to enhance the earnings and growth of each
Participating Company. The Plan rewards selected key Employees with retirement
and survivor benefits. Such benefits are intended to supplement retirement and
survivor benefits from other sources. By providing such supplemental benefits,
the Plan enables the Participating Company to attract superior key Employees, to
encourage them to make careers with the Participating Company, and to give them
additional incentive to make the Participating Company more profitable. As
specified herein, the Plan is operated and administered by the Board of
Directors of Coca-Cola Bottling Co. Consolidated and by its Compensation
Committee, and whenever either may take any action, make any determination or
refrain from taking any action or making a determination, such shall be made at
the sole and absolute discretion of the Board of Directors or the Compensation
Committee, as the case may be.

     The Plan became effective on January 1, 1991 and was amended and restated
effective January 1, 1997 and July 1, 1998. By this Instrument, Coca-Cola
Bottling Co. Consolidated is amending and restating the Plan effective January
1, 2001 to make desired changes. The Board of Directors of Coca-Cola Bottling
Co. Consolidated has reserved the right to amend the Plan from time to time in
whole or in part, and the Board of Directors has authorized the amendment and
restatement of the Plan set forth below.

                                  ARTICLE I.
                   REFERENCES, CONSTRUCTION AND DEFINITIONS

     Unless otherwise indicated, all references to articles, sections and
subsections shall be to the Plan as set forth in this document. The Plan and all
rights thereunder shall be construed and enforced in accordance with ERISA and,
to the extent that state law is applicable, the laws of the State of Delaware.
The article titles and the captions preceding sections and subsections have been
inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provision. References to the masculine gender are for
convenience of reference only and shall include the feminine gender as well.
When the context so requires, the singular includes the plural. Whenever used
herein and capitalized, the following terms shall have the respective meanings
indicated unless the context plainly requires otherwise.

     1.1.  Affiliate. Any corporation with respect to which the Company owns
           ---------
directly or indirectly 100 percent or more of the corporation's outstanding
capital stock, and any other entity with respect to which the Company owns
directly or indirectly 50 percent or more of such corporation's outstanding
capital stock and which the Board designates as an Affiliate.
<PAGE>

     1.2. Annuity Starting Date. The Annuity Starting Date has the following
          ---------------------
meanings:

     (a) For payments made on account of Retirement or Severance, the first day
of the third month following such Retirement or Severance;

     (b) For payments made on account of death, the first day of the third month
following receipt by the Committee of satisfactory proof of death of the
Participant;

     (c) For payment of a Change in Control benefit pursuant to Section 6.1, the
first day of the third month following the Change in Control.

     1.3. Authorized Leave of Absence.  Either (i) a leave of absence authorized
          ---------------------------
by the Participating Company, in its sole and absolute discretion (the
Participating Company is not required to treat different Employees comparably),
provided that the Employee returns to a Participating Company within the period
specified, or (ii) an absence required to be considered an Authorized Leave of
Absence by applicable law.

     1.4. Beneficiary. The beneficiary or beneficiaries designated by a
          -----------
Participant pursuant to Article 9 to receive the benefits, if any, payable on
behalf of the Participant under the Plan after the death of such Participant, or
when there has been no such designation or an invalid designation, the
individual or entity, or the individuals or entities, who will receive such
amount.

     1.5. Board. The Board of Directors of the Company.
          -----

     1.6. Change in Control.  Any of the following:
          -----------------

               (a) The acquisition or possession by any person, other than
     Harrison Family Interests (as defined herein), of beneficial ownership of
     shares of the Company's capital stock having the power to cast more than
     50% of the votes in the election of the Board of Directors of the Company
     or to otherwise designate a majority of the members of the Board of
     Directors of the Company; or

               (b) at any time when Harrison Family Interests do not have
     beneficial ownership of shares of the Company's capital stock having the
     power to cast more than 50% of the votes in the election of the Board of
     Directors of the Company or to otherwise designate a majority of the
     members of the Board of Directors of the Company, the acquisition or
     possession by any person, other than Harrison Family Interests, of
     beneficial ownership of shares of the Company's capital stock having the
     power to cast both (x) more than 20% of the votes in the election of the
     Board of Directors of the Company and (y) a greater percentage of the votes
     in the election of the Board of Directors of the Company than the shares
     beneficially owned by Harrison Family Interests are then entitled to cast;
     or

          (c) the sale or other disposition of all or substantially all of the
     business and assets of the Company and its subsidiaries (on a consolidated
     basis) outside the ordinary course of business in a single transaction or
     series of related transactions, other than any such sale or disposition to
     a person controlled, directly or indirectly, by the Company or

                                       2
<PAGE>

     to a person controlled, directly or indirectly, by Harrison Family
     Interests that succeeds to the rights and obligations of the Company with
     respect to the Plan; or

          (d)   any merger or consolidation of the Company with another entity
     in which the Company is not the surviving entity and in which either (x)
     the surviving entity does not succeed to the rights and obligations of the
     Company with respect to the Plan or (y) after giving effect to the merger,
     a "Change in Control" under subparagraph (a) or (b) above would have
     occurred as defined therein were the surviving entity deemed to be the
     Company for purposes of subparagraphs (a) and (b) (with appropriate
     adjustments in the references therein to "capital stock" and "the Board of
     Directors of the Company" to properly reflect the voting securities and
     governing body of the surviving entity if it is not a corporation).

For purposes of this definition:

          (i)   "Harrison Family Interests" means and includes, collectively, J.
     Frank Harrison, Jr., his lineal descendants (whether by blood or adoption),
     any decedent's estate of any of the foregoing, any trust primarily for the
     benefit of any one or more of the foregoing, any person controlled,
     directly or indirectly, by any one or more of the foregoing, and any person
     in which any one or more of the foregoing have a majority of the equity
     interests;

          (ii)  "person" includes an entity as well as an individual, and also
     includes, for purposes of determining beneficial ownership, any group of
     persons acting in concert to acquire or possess such beneficial ownership;

          (iii) "beneficial ownership" has the meaning ascribed to such term in
     Rule 13d-3 of the Securities Exchange Act of 1934;

          (iv)  "control" of a person means the possession, directly or
     indirectly, of the power to direct or cause the direction of the management
     and policies of such person; and

          (v)   "subsidiary" of the Company means any person as to which the
     Company, or another subsidiary of the Company, owns more than 50% of the
     equity interest or has the power to elect or otherwise designate a majority
     of the members of its board of directors or similar governing body.

For purposes of this definition, the revocable appointment of a proxy to vote
shares of the Company's capital stock at a particular meeting of shareholders
shall not of itself be deemed to confer upon the holder of such proxy the
beneficial ownership of such shares. If any person other than Harrison Family
Interests would (but for this sentence) share beneficial ownership of any shares
of the Company's capital stock with any Harrison Family Interests, then such
person shall be deemed the beneficial owner of such shares for purposes of this
definition only if and to the extent such person has the power to vote or direct
the voting of such shares otherwise than as directed by Harrison Family
Interests and otherwise than for the benefit of Harrison Family Interests.

                                       3
<PAGE>

     1.7.  Code. The Internal Revenue Code of 1986, as now in effect or as
           ----
hereafter amended. All citations to sections of the Code are to such sections as
they may from time to time be amended or renumbered.

     1.8.  Committee. The Compensation Committee of the Board.
           ---------

     1.9.  Company. Coca-Cola Bottling Co. Consolidated, a Delaware corporation,
           -------
and where appropriate any subsidiary thereof, or any entity which succeeds to
its rights and obligations with respect to the Plan; provided, however, that for
purposes of Section 1.6, "Company" shall mean only Coca-Cola Bottling Co.
Consolidated, a Delaware corporation, and any entity which succeeds to its
rights and obligations with respect to the Plan.

     1.10. Disability Retirement. A Termination of Employment on account of
           ---------------------
Total Disability which occurs prior to a Participant's Normal Retirement Date.

     1.11. Employee. A person who is a common law employee of a Participating
           --------
Company.

     1.12. ERISA. The Employee Retirement Income Security Act of 1974, as now in
           -----
effect or as hereafter amended. All citations to sections of ERISA are to such
sections as they may from time to time be amended or renumbered.

     1.13. Executive Committee.  The Executive Committee appointed by the Board.
           -------------------

     1.14. Normal Form of Benefit. The Normal Form of Benefit is a 20-year
           ----------------------
annuity payable in equal monthly installments. Payments begin on the Annuity
Starting Date and continue on the first day of each month thereafter until 240
payments are made.

     1.15. Normal Retirement. A Participant's Termination of Employment, other
           -----------------
than on account of death, on the last day of the month coinciding with or during
which the Participant attains age 60.

     1.16. Normal Retirement Date.  The last day of the month coinciding with or
           ----------------------
during which the Participant attains age 60.

     1.17. ORP Accrued Retirement Benefit. A Participant's ORP Accrued
           ------------------------------
Retirement Benefit shall be as stated in the schedule attached to the
Participant's ORP Agreement. An example of such a schedule is attached hereto as
Exhibit B. The Participant's ORP Accrued Retirement Benefit shall increase with
each Year of Plan Participation the Participant completes.

     1.18. ORP Agreement. The Agreement the Participating Company and the
           -------------
Participant enter into pursuant to Article 2.

     1.19. Participating Company. Subject to the provisions of Article 10,
           ---------------------
"Participating Company" means the Company and any Affiliate. Each Participating
Company shall be deemed to appoint the Board its exclusive agent to exercise on
its behalf all of the power and authority conferred by the Plan upon the Company
and accept the delegation to the Committee of all the power and authority
conferred upon it by the Plan. The authority of the Company to act as such

                                       4
<PAGE>

agent shall continue until the Plan is terminated as to the Participating
Company. The term "Participating Company" shall be construed as if the Plan were
solely the Plan of such Participating Company, unless the context plainly
requires otherwise.

     1.20. Plan. The Officer Retention Plan (ORP) of Coca-Cola Bottling Co.
           ----
Consolidated as contained herein and as it may be amended from time to time
hereafter.

     1.21. Plan Administrator. The Committee.
           ------------------

     1.22. Postponed Retirement. A Participant's Termination of Employment,
           --------------------
other than on account of death, after the date on which the Participant's Normal
Retirement would occur.

     1.23. Retire. The act of taking Retirement.
           ------

     1.24. Retirement. A Participant's Normal Retirement, Postponed Retirement
           ----------
or Disability Retirement.

     1.25. Service. Employment with any Participating Company, including in the
           -------
discretion of the Committee any period during which severance payments are made.

     1.26. Severance. Termination of Employment prior to a Participant's Normal
           ---------
Retirement Date other than on account of Total Disability or death.

     1.27. Surviving Spouse. The survivor of a deceased Participant to whom such
           ----------------
deceased Participant was legally married (as determined by the Committee)
immediately before the Participant's death.

     1.28. Termination for Cause. Termination prior to a Change in Control by
           ---------------------
reason of (i) the Employee's commission of an act of embezzlement, dishonesty,
fraud, gross neglect of duties, or disloyalty to any Participating Company, (ii)
the Employee's commission of a felonious act or other crime involving moral
turpitude or public scandal, (iii) the Employee's alcoholism or drug addiction,
or (iv) the Employee's improper communication of confidential information about
any Participating Company or other conduct committed which the Employee knew or
should have known was not in any Participating Company's best interest.

     1.29.  Termination of Employment. The date on which the Participant is no
            -------------------------
longer employed by any Participating Company; and provided, however, that a
Termination of Employment shall occur on the earlier of (a) or (b) where:

     (a) is the later of the date as of which (i) the Employee quits, is
discharged, terminates employment in connection with incurring a Total
Disability, Retirement or death, or (ii) at the discretion of the Committee, the
Employee is no longer receiving severance payments; and

     (b) is the first day of absence of an Employee who fails to return to
employment at the expiration of an Authorized Leave of Absence.

                                       5
<PAGE>

     1.30. Total Disability.  A physical or mental condition under which the
           ----------------
Participant qualifies as Totally Disabled under the individual disability
insurance policy provided for such Participant by the Participating Company;
provided, however, if the Participant is not insured by such a policy, the
Participant shall be under a Total Disability if the Participant qualifies as
totally disabled under the group long-term disability plan of the Participating
Company; provided further, however, if the Participant is not covered by such
plan or if there is no such plan, the Participant shall be under a Total
Disability if, in the opinion of a physician selected by the Committee, the
Participant's physical or mental condition totally and permanently prevents the
Participant from performing the material duties of the Participant's regular
occupation. In determining whether a Participant is totally disabled under a
policy of insurance, only the definition of "disabled" or "Totally Disabled" as
contained in such policy shall be considered and other requirements such as
exclusion for pre-existing conditions or the meeting of a waiting period shall
be disregarded. Notwithstanding any other provisions of this Plan, a Participant
shall not be considered Totally Disabled if such disability is due to (i) war
declared or undeclared or any act of war, (ii) intentionally self-inflicted
injuries, (iii) active participation in a riot or (iv) the Participant's
intoxication or his illegal use of drugs.

"Totally Disabled" means being under a Total Disability.

     1.31. Year of Plan Participation.  A Participant shall be credited with a
           --------------------------
Year of Plan Participation for the calendar year in which the Participant's
participation in the Plan begins if the Participant remains in Service through
the end of such calendar year. With respect to each calendar year following the
calendar year in which the Participant's participation begins, the Participant
shall be credited with a Year of Plan Participation for each such calendar year
during which the Participant is in Service for the entirety of such calendar
year.

                                  ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

     2.1.  Eligibility.  An Employee (i) who is a member of the Participating
           -----------
Company's "select group of management or highly compensated employees," as
defined in Sections 201(2), 301(a) (3) and 401(a) of ERISA, as amended, and (ii)
whom the Board designates shall be eligible to become a Participant in the Plan.

     2.2.  Participation.  An Employee who is eligible to become a Participant
           -------------
shall become a Participant upon the execution and delivery of an ORP Agreement
substantially in the form attached hereto as Exhibit A.

                                  ARTICLE III
                              RETIREMENT BENEFIT

     3.1.  Retirement Benefit.
           ------------------

     (a)   Eligibility for Retirement Benefit.  Upon a Participant's Normal
           ----------------------------------
Retirement, Postponed Retirement or Disability Retirement, the Participating
Company shall pay the Participant the Normal Form of Benefit subject to the
conditions and adjustments described in this Section 3.1.

                                       6
<PAGE>

     (b)  Commencement, Form and Amount of Retirement Benefit.
          ---------------------------------------------------

            (1)  The present value of the Normal Form of Benefit as of the
     Annuity Starting Date, determined by using a discount rate of 8 percent per
     annum, shall equal the ORP Accrued Retirement Benefit the Participant
     accrued as of the Participant's Retirement.

            (2)  Notwithstanding Section 3.1(b)(1) above, if the Committee, in
     its sole discretion, so approves and directs, the Participating Company
     shall honor the request of a Participant that the Participant's benefit be
     paid in a single lump sum or as an annuity for a period certain less than
     20 years or at a time starting later than the Annuity Starting Date. To
     make such a request, the Participant must file a written request with the
     Committee.

                    (A)  If the Committee, in its sole discretion, approves a
            Participant's request for payment of the benefit in a single lump
            sum, then an amount equal to the Participant's ORP Accrued
            Retirement Benefit accrued as of the date of Participant's
            Retirement shall be paid to the Participant on the Annuity Starting
            Date.

                    (B)  If the Committee, in its sole discretion, approves a
            Participant's request for payment of the benefit as an annuity for a
            period certain less than 20 years, then payment shall be made to the
            Participant beginning on the Annuity Starting Date and continuing on
            the first day of each month thereafter until expiration of the
            period certain. The present value of the annuity as of the Annuity
            Starting Date, determined by using a discount rate of 8% per annum,
            shall equal Participant's ORP Accrued Retirement Benefit accrued as
            of the date of Participant's Retirement.

                    (C)  If the Committee, in its sole discretion, approves a
            Participant's request for payment at a time starting later than the
            Annuity Starting Date, then payment shall be made to the Participant
            beginning on the date approved and (if an annuity) continuing on the
            first day of each month thereafter until the expiration of the
            period certain. If payment is made in a single lump sum, the amount
            of the lump sum shall equal the amount determined under Section
            3.1(b)(2)(A) increased at the rate of 8 percent per annum for the
            period from the Annuity Starting Date to the date of payment of the
            single lump sum; provided, however, that no increase shall apply
            after the Normal Retirement Date. If payment is made by an annuity,
            the present value of the annuity as of the date payment commences,
            determined by using a discount rate of 8 percent per annum, shall
            equal the amount determined under Section 3.1(b)(2)(B) increased at
            the rate of 8 percent per annum for the period from the Annuity
            Starting Date to the date payment of the annuity commences;
            provided, however, that no increase shall apply after the Normal
            Retirement Date.

     3.2.  Reemployment.  If a Retired Participant again becomes an Employee,
           ------------
such reemployment shall not affect in any way the Participant's Retirement
benefit; and unless the

                                       7
<PAGE>

Committee otherwise decides, the Participant shall not accrue any additional
benefit under this Plan on account of such reemployment.

                                  ARTICLE IV
                                 DEATH BENEFIT

     4.1.  Amount of Death Benefit Before Payment Begins.  If a Participant dies
           ---------------------------------------------
before receiving any payment under this Plan, the death benefit shall equal the
ORP Accrued Retirement Benefit the Participant accrued as of the date of death.
In the case of a Participant who prior to his death had incurred a Severance,
whether or not reemployed, and unless otherwise waived by the Committee, there
shall be a reduction of 50 percent of the amount otherwise payable. (No death
benefit shall be paid if the Participant died after a Termination for Cause,
because all benefits are forfeited; see Section 7.3.) Notwithstanding the
forgoing, if a Participant entitled to a Change in Control benefit under Section
6.1 dies before payment of his Change in Control benefit has begun, the amount
of the death benefit shall be determined in Section 6.1(b)(3).

     4.2.  Amount of Death Benefit After Annuity Payments Begin.  If Participant
           ----------------------------------------------------
dies after annuity payments begin but before all payments have been made, the
monthly installments remaining shall be paid to the Participant's Beneficiary in
a single lump sum, the present value of which shall be determined by using a
discount rate of 8 percent per annum applied to the remaining annuity payments.

     4.3.  Form of Benefit.  Payment of all death benefits shall be made in a
           ---------------
single lump sum.

     4.4.  Time of Payment.  The payment shall be made on the Annuity Starting
           ---------------
Date for death benefits (even if the Committee had approved a postponement of
payments while the Participant was alive).

                                   ARTICLE V
                               SEVERANCE BENEFIT

     5.1.  Severance Benefit.
           -----------------

     (a)  Eligibility for Severance Benefit.  Upon a Participant's Severance,
          ---------------------------------
the Participating Company shall pay the Normal Form of Benefit subject to the
conditions and adjustments described in this Section 5.1.

     (b)  Commencement, Form and Amount of Severance Benefit.
          --------------------------------------------------

     (1)  The present value of the Normal Form of Benefit as of the Annuity
Starting Date, determined by using a discount rate of 8 percent per annum, shall
equal 50 percent of the Participant's ORP Accrued Retirement Benefit as of the
date of the Participant's Severance.

     (2)  Notwithstanding Section 5.1(b)(1) above, if the Committee, in its sole
discretion, so approves and directs, the Participating Company shall honor the
request of a Participant that the Participant's benefit be paid in a single lump
sum or as an annuity for a period certain less than

                                       8
<PAGE>

20 years or at a time later than the Annuity Starting Date. To make such a
request, the Participant must file a written request with Committee.

          (A)  If the Committee, in its sole discretion, approves a
     Participant's request for payment of the benefit in a single lump sum, then
     an amount equal to 50 percent of the Participant's ORP Accrued Retirement
     Benefit accrued as of the Participant's date of Severance shall be paid to
     the Participant on the Annuity Starting Date.

          (B)  If the Committee, in its sole discretion, approves a
     Participant's request for payment of the benefit as an annuity for a period
     certain less than 20 years, then payment shall be made to the Participant
     beginning on the Annuity Starting Date and continuing on the first day of
     each month thereafter until the expiration of the period certain. The
     present value of the annuity as of the Annuity Starting Date, determined by
     using a discount rate of 8% per annum, shall equal 50 percent of
     Participant's ORP Accrued Retirement Benefit accrued as of the
     Participant's date of Severance.

          (C)  If the Committee, in its sole discretion, approves a
     Participant's request for payment of the benefit at a time later than the
     Annuity Starting Date, then payment shall be made to the Participant
     beginning on the date approved and (if an annuity) continuing on the first
     day of each month thereafter until the expiration of the period certain. If
     payment is made in a single lump sum, the amount of the lump sum shall
     equal the amount determined under Section 5.1(b)(2)(A) increased at the
     rate of 8 percent per annum for the period from the Annuity Starting Date
     to the date of payment of the single lump sum; provided, however, that no
     increase shall apply after the Normal Retirement Date. If payment is made
     by an annuity, the present value of the annuity as of the date payment
     commences, determined by using a discount rate of 8 percent per annum,
     shall equal the amount determined under Section 5.1(b)(2)(B) increased at
     the rate of 8 percent per annum for the period from the Annuity Starting
     Date to the date payment of the annuity commences; provided, however, that
     no increase shall apply after the Normal Retirement Date.

     5.2.  Reemployment.   Except as otherwise provided in this Section, if a
           ------------
Severed Participant again becomes an Employee, such reemployment shall not
affect in any way the Participant's Severance benefit; and unless the Committee
decides otherwise, the Participant shall not accrue any additional benefit
under this Plan on account of such reemployment.

                                  ARTICLE VI
                             SPECIAL CIRCUMSTANCES

     6.1.  Change in Control.
           -----------------

     (a)  Eligibility for Change in Control Benefit.  Upon a Change in Control,
          -----------------------------------------
the Participating Company shall pay to each Participant who is an Employee on
the date of the Change in Control a Change in Control benefit in lieu of any
other benefits to which the Participant may be entitled under the Plan.  The
Change in Control benefit shall be the Normal Form of Benefit subject to the
conditions and adjustments described in Section 6.1(b).

                                       9
<PAGE>

     (b)  Commencement, Form and Amount of Change in Control Benefit.
          ----------------------------------------------------------

            (1)  The present value of the Normal Form of Benefit as of the
     Annuity Starting Date, determined by using a discount rate of 8 percent per
     annum, shall equal the Participant's CIC Amount. The "CIC Amount" means the
     ORP Accrued Retirement Benefit that the Participant would have accrued as
     of his Normal Retirement Date had his Years of Plan Participation continued
     unbroken through his Normal Retirement Date. (Solely for illustration
     purposes, the CIC Amount of a Participant whose ORP Accrued Retirement
     Benefit schedule attached to his ORP Agreement was Exhibit B hereto would
     be $500,000, irrespective of the plan year or Participant age during which
     the Change in Control occurred.)

            (2)  Notwithstanding Section 6.1(b)(1) above, the Participant (i)
     may make an election to have his Change in Control benefit paid in a single
     lump sum or as an annuity for a period certain less than 20 years and (ii)
     may make an election to have payment of his Change in Control benefit
     commence at a time later than the Annuity Starting Date. Such election must
     be made on an election form substantially in the form attached hereto as
     Exhibit C. In order to be effective, such election must be filed with the
     Committee by the latest of (i) 365 days before the Change in Control, (ii)
     June 30, 2001, or (iii) the 60th day after the date on which the
     Participant commences participation of the Plan by executing his ORP
     Agreement (but not later than the Change in Control). Any election in
     effect on the latest of these three dates shall be irrevocable, regardless
     of whether or not the Participant filed a subsequent election. Any election
     by a Participant under this Section 6.1(b)(2) does not require Committee
     approval to be effective.

                    (A)  If the Participant elects payment of his Change in
            Control benefit in a single lump sum, then an amount equal to the
            Participant's CIC Amount shall be paid to the Participant on the
            Annuity Starting Date.

                    (B)  If a Participant elects payment of his Change in
            Control benefit as an annuity for a period certain less than 20
            years, then payment shall be made to the Participant beginning on
            the Annuity Starting Date and continuing on the first day of each
            month thereafter until expiration of the period certain. The present
            value of the annuity as of the Annuity Starting Date, determined by
            using a discount rate of 8% per annum, shall equal the Participant's
            CIC Amount.

                    (C)  If a Participant elects to have payment of his Change
            in Control benefit commence at a time later than the Annuity
            Starting Date, then payment shall be made to the Participant
            beginning on the date elected and (if an annuity) continuing on the
            first day of each month thereafter until the expiration of the
            period certain. If payment is in a single lump sum, the amount of
            the lump sum shall equal the Participant's CIC Amount, increased at
            the rate of 8 percent per annum for the period from the Annuity
            Starting Date to the date of payment of the single lump sum;
            provided, however, that no increase shall apply after the Normal
            Retirement Date. If payment is made by an annuity, the present value
            of the annuity as of the date payment commences, determined by using
            a discount rate of

                                      10
<PAGE>

            8 percent per annum, shall equal the Participant's CIC Amount,
            increased at the rate of 8 percent per annum for the period from the
            Annuity Starting Date to the date payment of the annuity commences;
            provided, however, that no increase shall apply after the Normal
            Retirement Date.

            (3)  If a Participant entitled to a Change in Control benefit dies
     before payment of his Change in Control benefit has begun or been
     completed, then full payment of the Change in Control benefit as determined
     under this Section 6.1 shall still be made, and the payment(s) remaining to
     be paid shall be paid instead to the Participant's Beneficiary in a lump
     sum on the Annuity Starting Date for death benefits.  If payment of the
     Change in Control benefit had not begun before the Participant's death, the
     amount of the lump sum shall be the Participant's CIC Amount, increased, if
     the Participant had elected a benefit commencement date later than the
     Annuity Starting Date provided in Section 1.2(c), at the rate of 8 percent
     per annum for the period from said Annuity Starting Date to the Annuity
     Starting Date for death benefits; provided, however, that no such increase
     shall apply after the Normal Retirement Date. If payment of the Change in
     Control benefit had begun before the Participant's death, the amount of the
     lump sum shall be the present value of the remaining monthly annuity
     payments shall be as determined in Section 4.2.

     (c) Benefits of other Participants.  If as of the date of a Change in
         ------------------------------
Control a Participant is not entitled to a Change in Control benefit under the
preceding provisions of this Section 6.1 but is entitled to one or more future
payments under Article III (Retirement) or Article V (Severance), such benefits
shall be paid when, as and in the amount(s) provided in Article III or V (as
applicable) and Article IV (if he dies before all benefit payments have been
made).  If as of the date of a Change in Control any death benefit remains to be
paid with respect to a deceased Participant, such death benefit shall be paid
when, as and in the amount provided in Article IV.

     6.2.  Acceleration and Enlargement of Benefits.  Notwithstanding any
           ----------------------------------------
provision in this Plan to the contrary, the Board shall have the right prior to
(but not after) a Change in Control to unilaterally accelerate payment of and/or
increase the amount of any benefit for any Participant or Beneficiary.

                                  ARTICLE VII
                                  CONDITIONS

     7.1.  Suicide.  Notwithstanding any provision in this Plan to the contrary,
           -------
if any Participant dies as a result of suicide within 30 months of entering into
an ORP Agreement, then the Participant's benefits under the Plan shall be
forfeited, and no benefit shall be paid to the Participant's Beneficiary.

     7.2.  Noncompetition.  In the event a Participant, during the period of his
           --------------
employment and for three (3) years following the Termination of Employment for
any Cause or without Cause, (i) directly or indirectly, engages in the same or
similar line of business carried on by any Participating Company in any
territory in which any Participating Company is doing business during the period
of one (1) year preceding the Participant's Termination of Employment, (ii)

                                      11
<PAGE>

directly or indirectly, either for his own account or for the account of any
other person or entity, hires, solicits or attempts to persuade any employee,
agent or consultant of any Participating Company to terminate or alter his
relationship with any Participating Company to any Participating Company's
detriment, or (iii) persuades, encourages or causes, directly or indirectly, any
supplier or customer of any Participating Company, including but not limited to
any supplier or customer with whom Participant had or has material contacts in
the course of his employment with any Participating Company, to terminate his
relationship with any Participating Company or divert any business from any
Participating Company, then the Participant shall forfeit any benefit to which
the Participant may be entitled hereunder and within 30 days of a written
request of the Company shall reimburse the Company for any benefit paid to
Participant hereunder. This Section 7.2 shall not apply to any actions which
occur after both a Participant's Termination of Employment and a Change in
Control.

     7.3. Forfeiture for Cause.  Notwithstanding any provision in this Plan to
          --------------------
the contrary, a Participant shall forfeit all rights to any benefits under this
Plan if the Participant is Terminated for Cause by any Participating Company.

                                 ARTICLE VIII
                          ADMINISTRATION OF THE PLAN

     8.1. Powers and Duties of the Committee.  The Committee shall have general
          ----------------------------------
responsibility for the administration of the Plan (including but not limited to
complying with reporting and disclosure requirements and establishing and
maintaining Plan records). In the exercise of its sole and absolute discretion,
the Committee shall interpret the Plan's provisions and, subject to the Board's
approval, determine the eligibility of individuals for benefits.

     8.2. Agents.  The Committee may engage such legal counsel, certified public
          ------
accountants and other advisers and service providers, who may be advisers or
service providers for one or more Participating Companies, and make use of such
agents and clerical or other personnel, as it shall require or may deem
advisable for purposes of the Plan. The Committee may rely upon the written
opinion of any legal counsel or accountants engaged by the Committee, and may
delegate to any such agent or to any subcommittee or member of the Committee its
authority to perform any act hereunder, including, without limitation, those
matters involving the exercise of discretion, provided that such delegation
shall be subject to revocation at any time at the discretion of the Committee.

     8.3. Reports to Board.  The Committee shall report to the Board or to the
          ----------------
Executive Committee as frequently as the Board or the Executive Committee shall
specify, with regard to the matters for which the Committee is responsible under
the Plan.

     8.4. Structure of Committee.  No member of the Committee shall be entitled
          ----------------------
to act on or decide any matter relating solely to such member or any of such
member's rights or benefits under the Plan. In the event the Committee is unable
to act in any matter by reason of the foregoing restriction, the Board shall act
on such matter. The members of the Committee shall not receive any special
compensation for serving in the capacity as members of the Committee but shall
be reimbursed for any reasonable expenses incurred in connection therewith.
Except as

                                      12
<PAGE>

otherwise required by ERISA, no bond or other security shall be required of the
Committee or any member thereof in any jurisdiction. Any member of the
Committee, any subcommittee or agent to whom the Committee delegates any
authority, and any other person or group of persons, may serve in more than one
fiduciary capacity with respect to the Plan.

     8.5. Adoption of Procedures of Committee.  The Committee may establish its
          -----------------------------------
own procedures and the time and place for its meetings, and provide for the
keeping of minutes of all meetings. A majority of the members of the Committee
shall constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the affirmative vote of
a majority of the members of the Committee at a meeting. The Committee may also
act without meeting by unanimous written consent.

     8.6. Instructions for Payments.  All requests of or directions to any
          -------------------------
Participating Company for payment or disbursement shall be signed by a member of
the Committee or such other person or persons as the Committee may from time to
time designate in writing. This person shall cause to be kept full and accurate
accounts of payments and disbursements under the Plan.

     8.7. Claims for Benefits.  All claims for benefits under the Plan shall be
          -------------------
submitted in writing to the Committee. Within a reasonable period of time the
Committee shall decide the claim by majority vote. Written notice of the
decision on each such claim shall be furnished within 90 days after receipt of
the claim; provided that, if special circumstances require an extension of time
for processing the claim, an additional 90 days from the end of the initial
period shall be allowed for processing the claim, in which event the claimant
shall be furnished with a written notice of the extension prior to the
termination of the initial 90-day period indicating the special circumstance
requiring an extension. If the claim is wholly or partially denied, such written
notice shall set forth an explanation of the specific findings and conclusions
on which such denial is based. A claimant may review all pertinent documents and
may request a review by the Board of such a decision denying the claim. Such a
request shall be made in writing and filed with the Board within 60 days after
delivery to said claimant of written notice of said decision. Such written
request for review shall contain all additional information which the claimant
wishes the Board to consider. The Board may hold any hearing or conduct any
independent investigation which it deems necessary to render its decision, and
the decision on review shall be made as soon as practicable after the Board's
receipt of the request for review. Written notice of the decision on review
shall be furnished to the claimant within 60 days after receipt by the Board of
a request for review; unless special circumstances require an extension of time
for processing, in which event an additional 60 days shall be allowed for review
and the claimant shall be so notified in writing. Written notice of the decision
on review shall include specific reasons for such decision. For all purposes
under the Plan, such decisions on claims (where no review is requested) and
decisions on review (where review is requested) shall be final, binding and
conclusive on all interested parties as to participation and benefit
eligibility, and as to any other matter of fact or interpretation relating to
the Plan.

     8.8. Hold Harmless.  To the maximum extent permitted by law, no member of
          -------------
the Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on such member's behalf in such member's
capacity as a member of the

                                      13
<PAGE>

Committee nor for any mistake of judgment made in good faith; and each
Participating Company shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums of which are
paid from the Company's own assets), each member of the Committee and each other
officer, employee, or director of any Participating Company to whom any duty or
power relating to the administration or interpretation of the Plan against any
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of any Participating Company) arising
out of any act or omission to act in connection with the Plan unless arising out
of such person's own fraud or bad faith or such indemnification is contrary to
law.

     8.9.  Service of Process.  The Secretary of the Company or such other
           ------------------
person designated by the Board shall be the agent for service of process under
the Plan.

     8.10. Benefit Election Procedures.  The Committee shall establish, and may
           ---------------------------
alter, amend and modify from time to time, the procedures pursuant to which
Participants (and Beneficiaries) may make their respective elections, requests
and designations under the Plan. The Committee shall also establish the
election, request and designation forms that Participants and Beneficiaries must
use for such purposes. No election, request or designation by a Participant or a
Beneficiary shall be effective unless and until it has been executed and
delivered to the Committee (or its authorized representative) and has also
satisfied any other conditions or requirements that may apply to such election,
request or designation under any other applicable provision of the Plan.

                                  ARTICLE IX
                         DESIGNATION OF BENEFICIARIES

     9.1.  Beneficiary Designation.  Every Participant shall file with the
           -----------------------
Committee a written designation (in substantially the form attached hereto as
Exhibit D) of one or more persons as the Beneficiary who shall be entitled to
receive the benefits, if any, payable under the Plan after the Participant's
death. A Participant may from time to time revoke or change such Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death; and in no event shall it be
effective as of any date prior to such receipt. All decisions of the Committee
concerning the effectiveness of any Beneficiary designation and the identity of
any Beneficiary shall be final. If a Beneficiary dies after the death of the
Participant and prior to receiving all payments that would have been made to
such Beneficiary had such Beneficiary's death not occurred, and if no contingent
Beneficiary has been designated, then for the purposes of the Plan any remaining
payments that would have been received by such Beneficiary shall be made to the
Beneficiary's estate.

     9.2.  Failure to Designate Beneficiary.  If no Beneficiary designation is
           --------------------------------
in effect at the time of the Participant's death (including a situation where no
designated Beneficiary is alive or in existence at the time of the Participant's
death), the benefits, if any, payable under the Plan after the Participant's
death shall be made to the Participant's Surviving Spouse, if any, or if the
Participant has no Surviving Spouse, to the Participant's estate. If the
Committee is in doubt as

                                      14
<PAGE>

to the right of any person to receive such benefits, the Committee may direct
the Participating Company to withhold payment, without liability for any
interest thereon, until the rights thereto are determined, or the Committee may
direct the Participating Company to pay any such amount into any court of
appropriate jurisdiction; and such payment shall be a complete discharge of the
liability of the Participating Company therefor.

                                   ARTICLE X
                      WITHDRAWAL OF PARTICIPATING COMPANY

     10.1.  Withdrawal of Participating Company.  A Participating Company (other
            -----------------------------------
than the Company) may withdraw from participation in the Plan by giving the
Board prior written notice approved by resolution by its board of directors or
similar governing body specifying a withdrawal date, which shall be the last day
of a month at least 30 days subsequent to the date on which notice is received
by the Board. The Participating Company shall withdraw from participating in the
Plan if and when it ceases to be either a division of the Company or an
Affiliate. The Board may require the Participating Company to withdraw from the
Plan, as of any withdrawal date the Board specifies.

     10.2.  Effect of Withdrawal.  A Participating Company's withdrawal from the
            --------------------
Plan shall not in any way reduce or otherwise affect benefits accrued as of the
date of withdrawal. With respect to former Employees, "accrued benefits" are
benefits to which the former Employees are entitled under the provisions of the
Plan as the provisions existed immediately before the withdrawal. With respect
to Employees, "accrued benefits" are the benefits to which the Employees would
be entitled under the provisions of the Plan as the provisions existed
immediately before the withdrawal if their employment had terminated (other than
on account of death or Total Disability) on the day before the withdrawal.

     Withdrawal from the Plan by any Participating Company shall not in any way
affect any other Participating Company's participation in the Plan.

                                  ARTICLE XI
                     AMENDMENT OR TERMINATION OF THE PLAN

     11.1.  Right to Amend or Terminate Plan.
            --------------------------------

     (a)  Subject to Section 11.1(c), the Board reserves the right at any time
to amend or terminate the Plan, in whole or in part, and for any reason and
without the consent of any Participating Company, Participant, or Beneficiary.
Each Participating Company by its participation in the Plan shall be deemed to
have delegated this authority to the Board.

     (b)  Subject to Section 11.1(c), the Committee may adopt any ministerial
and nonsubstantive amendment which may be necessary or appropriate to facilitate
the administration, management and interpretation of the Plan.  Each
Participating Company by its participation in the Plan shall be deemed to have
delegated this authority to the Committee.

     (c)  In no event shall an amendment or termination reduce or otherwise
affect benefits accrued as of the date of the amendment or termination.  With
respect to former Employees,

                                      15
<PAGE>

"accrued benefits" are benefits to which the former Employees are entitled under
the provisions of the Plan as the provisions existed immediately before the
amendment or termination. With respect to Employees, "accrued benefits" are the
benefits to which the Employees would be entitled under the provisions of the
Plan as the provisions existed immediately before the amendment or termination
if their employment had terminated without Cause (other than on account of death
or Total Disability and without the 50% reduction on account of Severance) on
the day before the amendment or termination. Not in limitation of the foregoing,
from and after the date of a Change in Control no amendment or termination may
be made to the Plan that, without the express written consent of the affected
Participant or Beneficiary (as the case may be), directly or indirectly changes
the amount, time or method of payment of (i) any Change in Control benefits
resulting from the Change in Control or (ii) any Retirement benefit, Severance
benefit, death benefit or other benefits that had accrued by the date of the
Change in Control.

     11.2.  Notice.  Notice of any amendment or termination of the Plan shall be
            ------
given by the Board or the Committee, whichever adopts the amendment, to the
other and to all Participating Companies.

                                  ARTICLE XII
                      GENERAL PROVISIONS AND LIMITATIONS

     12.1.  No Right to Continued Employment.  Nothing contained in the Plan
            --------------------------------
shall give any Employee the right to be retained in the employment of any
Participating Company or affect the right of any such employer to dismiss any
Employee with or without Cause. The adoption and maintenance of the Plan shall
not constitute a contract between any Participating Company and Employee or
consideration for, or condition of, the employment of any Employee. Unless an
Employee has a written contract of employment executed by a duly authorized
representative of a Participating Company, such Employee is an "employee at
will."

     12.2.  Payment on Behalf of Payee.  If the Committee finds that any person
            --------------------------
to whom any amount is payable under the Plan is unable to care for such person's
affairs because of illness or accident, or is a minor, or has died, then any
payment due such person or such person's estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
elects, be paid to such person's spouse, a child, a relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Plan and every Participating Company.

     12.3.  Nonalienation.  No interest, expectancy, benefit, payment, claim or
            -------------
right of any Participant or Beneficiary under the Plan shall be (a) subject in
any manner to any claims of any creditor of the Participant or Beneficiary, (b)
subject to the debts, contracts, liabilities or torts of the Participant or
Beneficiary or (c) subject to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind.
If any person attempts to take any action contrary to this Section, such action
shall be null and void and of no effect; and the Committee and the Participating
Company shall disregard such action and shall not in any manner be bound thereby
and shall suffer no liability on account of its disregard thereof. If any
Participant or Beneficiary hereunder becomes bankrupt or attempts to anticipate,

                                      16
<PAGE>

alienate, sell, assign, pledge, encumber, or charge any right hereunder, then
such right or benefit shall, in the discretion of the Committee, cease and
terminate; and in such event, the Committee may hold or apply the same or any
part thereof for the benefit of the Participant or Beneficiary or the spouse,
children, or other dependents of the Participant or Beneficiary, or any of them,
in such manner and in such amounts and proportions as the Committee may deem
proper.

     12.4.  Missing Payee.  If the Committee cannot ascertain the whereabouts of
            -------------
any person to whom a payment is due under the Plan, and if, after five years
from the date such payment is due, a notice of such payment due is mailed to the
last known address of such person, as shown on the records of the Committee or
any Participating Company and within three months after such mailing such person
has not made written claim therefore, the Committee if it so elects, after
receiving advice from counsel to the Plan, may direct that such payment and all
remaining payments otherwise due to such person be canceled on the records of
the Plan and the amount thereof forfeited; and upon such cancellation, the
Participating Company shall have no further liability therefore, except that, in
the event such person later notifies the Committee of such person's whereabouts
and requests the payment or payments due to such person under the Plan, the
amounts otherwise due but unpaid shall be paid to such person without interest
for late payment.

     12.5.  Required Information.  Each Participant shall file with the
            --------------------
Committee such pertinent information concerning himself or herself, such
Participant's Beneficiary, or such other information as the Committee may
specify; and no Participant, Beneficiary, or other person shall have any rights
or be entitled to any benefits under the Plan unless such information is filed
by or with respect to the Participant.

     12.6.  No Trust or Funding Created.  The obligations of each Participating
            ---------------------------
Company to make payments hereunder shall constitute a liability of such
Participating Company to a Participant or Beneficiary, as the case may be. Such
payments shall be made from the general funds of the Participating Company; and
the Participating Company shall not be required to establish or maintain any
special or separate fund, or purchase or acquire life insurance on a
Participant's life, or otherwise to segregate assets to assure that such payment
shall be made; and neither a Participant nor a Beneficiary shall have any
interest in any particular asset of the Participating Company by reason of its
obligations hereunder. Nothing contained in the Plan shall create or be
construed as creating a trust of any kind or any other fiduciary relationship
between any Participating Company and a Participant or any other person. The
rights and claims of a Participant or a Beneficiary to a benefit provided
hereunder shall have no greater or higher status than the rights and claims of
any other general, unsecured creditor of any Participating Company.

     12.7.  Binding Effect.  Obligations incurred by any Participating Company
            --------------
pursuant to this Plan shall be binding upon and inure to the benefit of such
Participating Company, its successors and assigns, and the Participant and the
Participant's Beneficiary.

     12.8.  Merger or Consolidation.  In the event of a merger or a
            -----------------------
consolidation by any Participating Company with another corporation, or the
acquisition of substantially all of the assets or outstanding stock of a
Participating Company by another corporation, then and in such

                                      17
<PAGE>

event the obligations and responsibilities of such Participating Company under
this Plan shall be assumed by any such successor or acquiring corporation; and
all of the rights, privileges and benefits of the Participants and Beneficiaries
hereunder shall continue.

     12.9.  Entire Plan.  This document, any written amendments hereto and the
            -----------
ORP Agreements contain all the terms and provisions of the Plan and shall
constitute the entire Plan, any other alleged terms or provisions being of no
effect.

     12.10. Withholding.  Every Participating Company shall withhold from
            -----------
benefit payments all taxes required by law and shall withhold from other
compensation such other taxes as may be imposed on ORP Accrued Retirement
Benefits prior to their distribution.

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed this
_____ day of ______________ , 2001.

                              COCA-COLA BOTTLING CO. CONSOLIDATED



                              By:_______________________________________________
                                 Executive Vice President and Assistant to the
                                 Chairman
[Corporate Seal]

ATTEST:

____________________________
Secretary

                                      18

</TEXT>
</DOCUMENT>
