PBG 2004 LONG-TERM INCENTIVE PLAN
                            AS AMENDED AND RESTATED
                             EFFECTIVE MAY 25, 2005
 
1.  PURPOSE.
 
     The purposes of the PBG 2004 Long Term Incentive Plan (the "Plan") are: (a)
to provide long-term incentives to those persons with significant responsibility
for the success and growth of The Pepsi Bottling Group, Inc. ("PBG") and its
subsidiaries, divisions and affiliated businesses (collectively the "Company");
(b) to assist the Company in attracting, retaining and motivating a diverse
group of employees on a competitive basis; (c) to ensure a pay for performance
linkage for such employees; and (d) to associate the interests of such employees
with those of PBG shareholders.
 
2.  ADMINISTRATION OF THE PLAN.
 
(a) The Plan shall be administered by the Compensation and Management
    Development Committee of the Board of Directors of PBG (the "Committee").
    The Committee shall be appointed by the Board of Directors of PBG (the
    "Board") and shall consist entirely of members of the Board who qualify as
    "outside directors" for purposes of Section 162(m) of the Internal Revenue
    Code of 1986, as amended (the "Code"), as "Non-Employee Directors" within
    the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 as amended
    (the "Act") and as "independent" for purposes of any rules and regulations
    of a stock exchange on which PBG's Common Stock is traded. The foregoing
    notwithstanding, no act of the Committee shall be void or deemed to be
    without authority because a member fails to meet the qualification
    requirements of this Section.
 
(b) The Committee shall have all powers vested in it by the terms of the Plan,
    such powers to include the authority (within the limitations described
    herein):
 
     - to select the individuals to be granted awards under the Plan;
 
     - to determine the type, size and terms of awards to be granted to each
       individual selected;
 
     - to determine the guidelines and procedures for the payment or exercise of
       awards;
 
     - to determine the time when awards will be granted and any conditions
       which must be satisfied by employees before an award is granted;
 
     - to establish objectives and conditions for earning awards that are
       otherwise applicable to awards;
 
     - to determine whether such objectives and conditions have been met and
       whether awards will be paid at the end of the award period or at the time
       the award is exercised (whichever applies);
 
     - to determine whether payment of an award will be deferred;
 
     - to determine whether payment of an award should be reduced or eliminated;
       and
 
     - to determine whether any such award should qualify, regardless of its
       amount, as deductible in its entirety for federal income tax purposes,
       including whether any award is intended to comply with the
       performance-based exception under Code Section 162(m) in the case of an
       award to a "Covered Executive," i.e., an employee who is a "named
       executive officer" (within the meaning of Item 402(a)(3) of Regulation
       S-K) or an individual who is expected to be a named executive officer and
       an employee at the time the Company is entitled to a tax deduction
       related to such award.
 (c) The Committee shall have full power and authority to administer and
    interpret the Plan and to adopt such rules, regulations, agreements,
    guidelines and instruments for the administration of the Plan and for the
    conduct of its business as the Committee deems necessary or advisable. The
    Committee's interpretations of the Plan, and all actions taken and
    determinations made by the Committee pursuant to the powers vested in it
    hereunder, shall be conclusive and binding on all parties concerned,
    including the Company, PBG shareholders and any person receiving an award
    under the Plan.
 
(d) To the extent not prohibited by law and not inconsistent with the
    requirements of Code Section 162(m), Rule 16b-3 of the Act or applicable
    stock exchange rules, the Committee may delegate its authority hereunder
    (including to a member of the Committee or an officer of PBG) and may
    designate employees of the Company to execute documents on behalf of the
    Committee or to otherwise assist the Committee in the administration and
    operation of the Plan.
 
3.  ELIGIBILITY.
 
     Subject to the provisions of the Plan, the Committee may, from time to
time, designate any of the following individuals as eligible to receive an award
available under the Plan: (i) officer, (ii) employee, or (iii) key consultant or
advisor of the Company, other than a non-employee director, who provides bona
fide services to the Company not in connection with the offer or sale of
securities in a capital-raising transaction, in each case subject to limitations
provided by the Code or the Act as determined by the Committee; and the
Committee shall determine the nature and amount of each award.
 
     In addition, notwithstanding any provision of the Plan to the contrary, in
order to foster and promote achievement of the purposes of the Plan or to comply
with provisions of laws in other countries in which the Company operates or has
employees, the Committee, in its sole discretion, shall have the power and
authority to: (i) determine which eligible individuals (if any) performing
services for the Company outside the United States are eligible to participate
in the Plan, (ii) modify the terms, conditions and types of any awards made to
such eligible individuals, and (iii) establish subplans, modified stock option
exercise procedures and other award terms and procedures to the extent such
actions may be necessary or advisable.
 
4.  AWARDS.
 
(a) Types.  Awards under the Plan include stock options (incentive stock options
    and nonqualified stock options), stock appreciation rights, restricted
    shares, restricted share units, performance shares, performance units and
    share awards.
 
     (i)  Stock Options.  Stock options are rights to purchase shares of PBG
          Common Stock ("Common Stock") at a fixed price for a specified period
          of time. Stock options may consist of incentive stock options
          satisfying the requirements of Section 422 of the Code ("ISOs") and
          designated by the Committee as ISOs and non-qualified stock options
          that do not satisfy the aforementioned requirements. The purchase
          price per share of Common Stock covered by a stock option awarded
          pursuant to this Plan (the "Exercise Price" as defined for stock
          options), including any ISOs, shall be equal to or greater than the
          "Fair Market Value" of a share of Common Stock on the date the stock
          option is awarded unless the stock option was granted through the
          assumption of, or in substitution for, outstanding awards previously
          granted to individuals who became employees of the Company as a result
          of merger, consolidation, acquisition or other corporate transaction
          involving the Company, in which case, an Exercise Price may be used
          that reasonably preserves the value of the previously granted award.
          "Fair Market Value" means an amount equal to the average of the high
          and low sales prices for Common Stock as reported on the composite
          tape for securities listed on the New York Stock Exchange, Inc. (the
          "Exchange") on the date in question (or, if no sales of Common Stock
          were made on such Exchange on such date, on the immediately preceding
          day on which sales were
 
 
          made on such Exchange), except that such average price shall be
          rounded up to the nearest one-fourth solely for purposes of
          determining the Exercise Price of stock options and stock appreciation
          rights ("SARs" which are more fully described below in paragraph (ii)
          hereof). The Exercise Price per share may be payable, in whole or in
          part, in cash or in shares of Common Stock held by the option holder,
          including previously acquired shares and shares issuable or
          deliverable in connection with an award (with any Common Stock valued
          at its Fair Market Value on the date of exercise), provided that no
          Common Stock may be used to pay the Exercise Price if and to the
          extent that additional accounting expense would result to the Company
          under then applicable accounting rules.
 
          Stock options may be granted alone or in tandem with other awards,
          including SARs. With respect to stock options granted in tandem with
          SARs, the exercise of either such stock options or SARs will result in
          the simultaneous cancellation of the same number of stock options or
          tandem SARs, as the case may be.
 
          Except for adjustments made pursuant to Section 7, the Exercise Price
          for any outstanding stock option granted under the Plan may not be
          decreased after the date of grant nor may any outstanding stock option
          granted under the Plan be surrendered to the Company as consideration
          for the grant of a new stock option with a lower Exercise Price
          without the approval of PBG's shareholders.
 
          Except in the case of grants in connection with: (1) the recruitment
          of new employees, including employees transferring from an allied
          organization, (2) special recognition awards, (3) awards granted in
          connection with business turnaround plans, and (4) the assumption of,
          or substitution for, outstanding awards previously granted to
          individuals who become employees of the Company as a result of merger,
          consolidation, acquisition or other corporate transaction, stock
          options shall vest over a period of three years from the grant date
          and no options shall have a vesting period of less than one year.
          However, without regard to the vesting period assigned, the vesting of
          stock options may be accelerated in connection with a change in
          control and certain transfers, or in connection with a participant's
          death, disability, retirement or involuntary termination of
          employment, in each case as determined by the Committee. The term of
          options shall be determined by the Committee in its sole discretion at
          the time of grant, but in no event shall the term exceed ten years
          from the date of grant.
 
          ISOs may only be granted to employees of PBG, its subsidiaries and
          divisions and may only be granted to an employee who, at the time the
          option is granted, does not own stock possessing more than 10% of the
          total combined voting power of all classes of stock of PBG. The
          aggregate Fair Market Value (determined at the time of grant) of all
          shares with respect to which ISOs are exercisable by a participant for
          the first time during any year shall not exceed $100,000. Any option
          that is intended to be an ISO but which does not qualify as such shall
          remain outstanding and constitute a non-qualified stock option. In
          determining the shares available for issuance as ISOs under Section 5,
          adjustment under Section 5(a) shall not apply to the extent not
          permitted under Section 422 of the Code and regulations promulgated
          thereunder.
 
     (ii) Stock Appreciation Rights.  SARs are rights to receive the amount by
          which the Fair Market Value of a share of Common Stock on the date the
          SAR is exercised exceeds the purchase price of the SAR (the "Exercise
          Price" as defined for SARs), which shall be equal to or greater than
          the Fair Market Value of a share of Common Stock on the grant date,
          unless the SAR was granted through the assumption of, or in
          substitution for, outstanding awards previously granted to individuals
          who became employees of the Company as a result of merger,
          consolidation, acquisition or other corporate transaction involving
          the Company, in which case, an Exercise Price may be used that
          reasonably preserves the value of the previously granted award. Such
          difference may be paid in cash,
 
                                
 
          shares of Common Stock or both, or by any other method as determined
          by the Committee in its sole discretion.
 
          Except in the case of grants in connection with:  (1) the recruitment
          of new employees, including employees transferring from an allied
          organization, (2) special recognition awards, (3) awards granted in
          connection with business turnaround plans, and (4) the assumption of,
          or substitution for, outstanding awards previously granted to
          individuals who become employees of the Company as a result of merger,
          consolidation, acquisition or other corporate transaction, SARs shall
          vest over a period of three years from the grant date and no SARs
          shall have a vesting period of less than one year from the grant date.
          However, without regard to the vesting period assigned, the vesting of
          SARs may be accelerated in connection with a change in control and
          certain transfers, or in connection with a participant's death,
          disability, retirement or involuntary termination of employment, in
          each case as determined by the Committee. The term of an SAR shall be
          determined by the Committee in its sole discretion at the time of
          grant, but in no event shall the term exceed ten years from the date
          of grant.
 
          SARs may be granted alone or in tandem with stock options. The grant
          of SARs related to ISOs must be concurrent with the grant of the ISOs.
          The grant of SARs related to nonqualified stock options may be
          concurrent with the grant of the nonqualified stock options or in
          connection with such nonqualified stock options, previously granted
          under Section 4(a)(i), that are unexercised and have not terminated or
          lapsed. With respect to SARs granted in tandem with stock options, the
          exercise of either such stock options or such SARs will result in the
          simultaneous cancellation of the same number of tandem stock options
          or SARs, as the case may be.
 
     (iii)Restricted Shares/Restricted Share Units.  Restricted shares are
          shares of Common Stock that may not be traded or sold until the date
          that the restrictions on transferability imposed by the Committee with
          respect to such shares have lapsed (the "Restriction Period").
          Restricted share units are the right to receive an amount equal to the
          value of a specified number of shares of Common Stock. Awards of
          restricted shares or restricted share units may be made either alone
          or in addition to or in tandem with other awards granted under the
          Plan, and they may be awarded as additional compensation for services
          rendered by the eligible individual or in lieu of cash or other
          compensation to which the eligible individual is entitled from the
          Company.
 
          The Committee shall impose such terms, conditions and/or restrictions
          on any restricted share awards or restricted share units granted
          pursuant to the Plan as it may deem advisable including, without
          limitation: (1) a requirement that participants pay a stipulated price
          for each restricted share or each restricted share unit, (2)
          restrictions based upon the achievement of specific performance goals
          (Company-wide, divisional, and/or individual), (3) time-based
          restrictions on vesting, including the time during which the award is
          subject to a risk of forfeiture, and (4) restrictions under applicable
          Federal or state securities laws.
 
          Except in the case of performance-based awards and awards made in
          connection with: (1) the recruitment of new employees, including
          employees transferring from an allied organization, (2) special
          recognition awards, (3) awards granted in connection with business
          turnaround plans, and (4) the assumption of, or substitution for,
          outstanding awards previously granted to individuals who become
          employees of the Company as a result of merger, consolidation,
          acquisition or other corporate transaction, all restricted share and
          restricted share unit awards shall be subject to a time-based vesting
          restriction of at least three years from the date of grant. However,
          without regard to the time-based vesting restriction assigned, the
          vesting of restricted share and restricted share unit awards may be
          accelerated in connection with a change in control and certain
          transfers or in connection with a participant's death, disability,
          retirement or involuntary termination of
 
          employment, in each case as determined by the Committee. To the extent
          the restricted shares or restricted share units granted to a Covered
          Executive are intended to be deductible under Code Section 162(m), the
          applicable restrictions shall be based on the achievement of
          performance goals over a performance period, as described in Section
          4(a)(iv).
 
          Restricted share units that become payable in accordance with their
          terms and conditions shall be settled in cash, shares of Common Stock,
          or a combination of cash and shares of Common Stock, as determined by
          the Committee.
 
          During any Restriction Period, restricted shares may not be sold,
          assigned, transferred or otherwise disposed of, or mortgaged, pledged
          or otherwise encumbered. In order to enforce the limitations imposed
          upon the restricted shares, the Committee may (1) cause a legend or
          legends to be placed on any certificates relating to such restricted
          shares, and/or (2) issue "stop transfer" instructions, as it deems
          necessary or appropriate.
 
          Unless otherwise determined by the Committee, during any Restriction
          Period, participants who hold restricted shares shall have the right
          to receive dividends, in cash or property, as well as other
          distributions or rights in respect of such shares, shall have the
          right to vote such shares as the record owner thereof, and
          participants who hold restricted share units shall have the right to
          receive dividend equivalents. Unless otherwise determined by the
          Committee, any dividends, distributions or rights, or dividend
          equivalents payable to a participant during the Restriction Period
          shall be distributed to the participant only if and when the
          restrictions imposed on the applicable restricted shares or restricted
          share units lapse.
 
          Each certificate issued for restricted shares shall be registered in
          the name of the participant and deposited with the Company or its
          designee. At the end of the Restriction Period, a certificate
          representing the number of shares to which the participant is then
          entitled shall be delivered to the participant free and clear of the
          restrictions (or the participant's unrestricted ownership shall be
          otherwise reflected). No certificate shall be issued with respect to a
          restricted share unit unless and until such unit is paid in shares of
          Common Stock.
 
     (iv) Performance Awards.  Performance awards are performance shares or
          performance units. Each performance share shall have an initial value
          equal to the Fair Market Value of a share of Common Stock on the date
          of grant. Each performance unit shall have an initial value that is
          established by the Committee at the time of grant. Performance awards
          may be granted either alone or in addition to other awards made under
          the Plan.
 
          Unless otherwise determined by the Committee, performance awards shall
          be conditioned on the achievement of performance goals (which shall be
          based on one or more performance measures, as determined by the
          Committee) over a performance period established by the Committee,
          provided that no performance period shall be less than one year.
 
          The performance measure(s) to be used for purposes of performance
          awards (and for restricted shares and restricted share units, as
          provided in Section 4(a)(iii)) may be described in terms of objectives
          that are related to the individual participant or objectives that are
          Company-wide or related to one or more subsidiaries, divisions,
          departments, regions, functions or business units of the Company to
          which the contributions of the participant are relevant, and may
          consist of one or more or any combination of the following criteria:
          stock price, market share, sales revenue, sales volume, cash flow,
          earnings per share, return on equity, return on assets, return on
          sales, return on invested capital, economic value added, net earnings,
          total shareholder return, gross margin, profit (before or
          after-taxes), net income, operating income, EBITDA (earnings before
          interest, taxes, depreciation and amortization) and/or costs. The
          performance goals based on
 
 
          these performance measures may be made relative to the performance of
          other corporations or a published index. The Committee can establish
          other performance measures for performance awards granted to
          participants who are not Covered Executives and, with respect to such
          participants, shall have the sole discretion to adjust the
          determination of the degree of attainment of the pre-established
          performance goals.
 
          Notwithstanding the achievement of any performance goal established
          under this Plan, the Committee has the discretion, on a participant by
          participant basis, to reduce some or all of a performance award that
          would otherwise be paid.
 
          At, or at any time after, the time an award is granted, and in the
          case of Covered Executives to the extent permitted under Code Section
          162(m) and the regulations thereunder without adversely affecting the
          treatment of the award under the performance-based exception, the
          Committee may provide for the manner in which performance will be
          measured against the performance goals (or may adjust the performance
          goals) to reflect the impact of unusual or nonrecurring events
          affecting the Company, or its financial statements or changes in
          applicable laws, regulations or accounting principles.
 
          With respect to any award that is intended to satisfy the conditions
          for the performance-based exception under Code Section 162(m): (1) the
          Committee shall interpret the Plan and this Section 4 in light of Code
          Section 162(m) and the regulations thereunder; (2) the Committee shall
          have no discretion to amend the award in any way that would adversely
          affect the treatment of the award under Code Section 162(m) and the
          regulations thereunder; and (3) such award shall not be paid until the
          Committee shall first have certified that the performance goals have
          been achieved.
 
          If applicable tax and/or securities laws change to permit Committee
          discretion to alter the governing performance measures without
          obtaining shareholder approval of such changes, the Committee shall
          have the sole discretion to make such changes without first obtaining
          shareholder approval.
 
     (v)  Share Awards.  Share awards are grants of shares of Common Stock. The
          Committee may grant a share award to any eligible individual on such
          terms and conditions as the Committee may determine in its sole
          discretion. Share awards may be made only in lieu of cash or other
          compensation to which the eligible individual is entitled from the
          Company except as to limited awards to non-executive employees or key
          consultants made in connection with special recognition programs.
 
(b) Maximum Awards.  An eligible individual may be granted multiple awards under
    the Plan, but no one employee may be granted awards which would result in
    his or her receiving in the aggregate, during a single calendar year, more
    than 2 million shares of Common Stock. Solely for the purposes of
    determining whether this maximum is met, an SAR, restricted share unit, or
    performance share shall be treated as entitling the holder thereof to one
    share of Common Stock, and an award of performance units shall be treated as
    entitling the holder to the number of shares of Common Stock that is
    determined by dividing the dollar value of the award by the Fair Market
    Value of a share of Common Stock on the date the performance units were
    awarded.
 
(c) Employment by the Company.  To the extent the vesting, exercise, or term of
    any stock option, SAR, restricted share, restricted share unit, performance
    share and/or performance unit award is conditioned on employment by the
    Company, an award recipient whose Company employment terminates through a
    Company-approved transfer to an allied organization: (i) shall vest in (and
    where applicable) be entitled to exercise immediately prior to the transfer
    any stock option, SAR, restricted share or restricted share unit, that is
    not conditioned on the achievement of a performance goal, (ii) shall have
    employment with the allied organization treated as employment by the Company
    in determining any applicable term of such award and period for exercise (as
    well as any right to, or right to exercise, the award upon achievement of a
 
    performance goal), and (iii) shall have the allied organization considered
    part of the Company for purposes of applying the misconduct provisions of
    Section 8. The Chief Personnel Officer shall specify the entities that are
    considered allied organizations as of any time. The Committee may decide,
    when granting an award, to exclude some or all of the award from the
    application of this subsection, or to provide the recipient of the grant
    with less protection in connection with a transfer than would otherwise
    apply under the foregoing provisions of this subsection.
 
(d) Company Buy-Out Right.  At any time after any award becomes exercisable, the
    Committee shall have the right to elect, in its sole discretion and without
    the consent of the holder thereof, to cancel such award and to cause PBG to
    pay to the participant the excess of the Fair Market Value of the shares of
    Common Stock covered by such award over its Exercise Price or purchase price
    on the date the Committee provides written notice (the "Buy-Out Notice") of
    its intention to exercise such right (the "Buy-Out"). Buy-Outs pursuant to
    this provision shall be effected by PBG as promptly as possible after the
    date of the Buy-Out Notice. Payments of Buy-Out amounts may be made in cash,
    in shares of Common Stock, or partly in cash and partly in Common Stock, as
    the Committee deems advisable. To the extent payment is made in shares of
    Common Stock, the number of shares shall be determined by dividing the
    amount of the payment to be made by the Fair Market Value of a share of
    Common Stock on the date of the Buy-Out Notice. This Buy-Out provision shall
    not apply in the case of a "Change in Control" within the meaning of Section
    9, in which case the provisions of Section 9 shall apply.
 
5.  SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
 
     The maximum aggregate number of shares of Common Stock available for
issuance under the Plan shall be 24 million, determined as provided in this
Section and as may be adjusted pursuant to Section 7 hereof. Any of the
authorized shares may be used for any of the types of awards described in the
Plan, provided however, that in no event shall the number of restricted shares
which become fully vested, shares delivered in settlement of restricted share
units and performance awards, and shares granted as share awards ("full-value
awards") exceed 30% of the maximum aggregate number of shares of Common Stock
available for issuance under the Plan as may be adjusted pursuant to Section 7
hereof.
 
     (a)  Shares Remaining.  The following shall apply in determining the number
          of shares remaining available for grant under this Plan:
 
           (i)    In connection with the granting of a stock option or other
                  award (other than SARs payable only in cash or a performance
                  unit denominated in dollars or property other than Common
                  Stock), the number of shares of Common Stock available for
                  issuance under this Plan shall be reduced by the number of
                  shares in respect of which the stock option or award is
                  granted or denominated; provided, however, that where an SAR
                  or performance unit is settled in shares of Common Stock, the
                  number of shares of Common Stock available for issuance under
                  this Plan shall be reduced only by the number of shares issued
                  in such settlement.
 
           (ii)   If any stock option is exercised by tendering or having the
                  Company withhold shares of Common Stock to PBG as full or
                  partial payment of the Exercise Price or to satisfy tax
                  withholding obligations, the number of shares available for
                  issuance under this Plan shall be increased by the number of
                  shares so tendered or withheld.
 
           (iii)  Whenever any outstanding stock option or other award under the
                  Plan (or portion thereof) expires, is cancelled, is settled in
                  cash or is terminated for any reason, the shares allocable to
                  the expired, cancelled, settled or terminated portion of the
                  stock option or award shall remain available for awards under
                  this Plan.
 
           (iv)   Awards granted through the assumption of, or in substitution
                  for, outstanding awards previously granted to individuals who
                  become employees as a result of a merger, consolidation,
                  acquisition or other corporate transaction involving the
 
                  Company as a result of an acquisition will not count against
                  the reserve of available shares under this Plan.
 
     (b)  Shares to be Delivered.  Shares of Common Stock to be delivered by the
          Company under this Plan shall be determined by the Committee and may
          consist in whole or in part of authorized but unissued shares,
          treasury shares or shares acquired on the open market.
 
6.  DEFERRED PAYMENTS.
 
     The Committee may determine that all or a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of Common
Stock or a combination thereof, shall be deferred or may, in its sole
discretion, approve deferral elections made by participants. Deferrals shall be
for such periods and upon such terms as the Committee may determine in its sole
discretion. The Committee may take such steps as reasonably necessary to permit
the deferral of taxes in connection with any award deferral.
 
7. DILUTION AND OTHER ADJUSTMENTS.
 
     In the event of (a) any change in the outstanding shares of Common Stock by
reason of any stock split, reverse stock split, stock dividend,
recapitalization, merger, reorganization, consolidation, combination or exchange
of shares, (b) any separation of a corporation (including a spin-off or other
distribution of assets of the Company to its shareholders), (c) any partial or
complete liquidation, or (d) other similar corporate change, the Committee may,
but shall not be required to make such equitable adjustments in the Plan and the
awards thereunder as the Committee determines are necessary and appropriate to
prevent dilution or enlargement of a participant's rights hereunder, including,
if necessary, an adjustment in (i) the maximum number or kind of shares that may
be issued under the Plan, (ii) the individual maximum in Section 4(b), (iii) the
number and kind of shares and the Exercise Price or purchase price applicable to
awards that may be or have been awarded to any participant (including the
conversion of shares subject to awards from Common Stock to stock of another
entity), and (iv) related terms of awards, including any performance conditions,
and to make cash payments in lieu of such adjustments. No adjustment to
performance conditions is authorized in connection with any awards to a Covered
Executive intended to qualify as performance-based under Code Section 162(m) if
and to the extent that such adjustment would cause the award to fail to so
qualify. Such adjustment shall be conclusive and binding for all purposes of the
Plan.
 
8. MISCONDUCT.
 
     Except as otherwise provided in agreements covering Awards hereunder, a
participant shall forfeit all rights in his or her outstanding awards under the
Plan, and all such outstanding awards shall automatically terminate and lapse,
if the Committee determines that such participant has engaged in "Misconduct" as
defined below. The Committee may in its sole discretion require the participant
to pay to the Company any and all gains realized from any awards granted
hereunder that were exercised, vested or paid out within the twelve month period
immediately preceding a date on which the participant engaged in such
Misconduct, as determined by the Committee.
 
     "Misconduct" means any of the following, as determined by the Committee in
good faith: (i) violation of any agreement between the Company and the
participant, including but not limited to a violation relating to the disclosure
of confidential information or trade secrets, the solicitation of employees,
customers, suppliers, licensors or contractors, or the performance of
competitive services, (ii) violation of any duty to the Company, including but
not limited to violation of the Company's Code of Conduct; (iii) making, or
causing or attempting to cause any other person to make, any statement (whether
written, oral or electronic), or conveying any information about the Company
which is disparaging or which in any way reflects negatively upon the Company,
unless required by law or pursuant to a Company policy; (iv) improperly
disclosing or otherwise misusing any confidential information regarding the
Company; (v) unlawful trading in the securities of PBG or
 
of another company based on information gained as a result of that participant's
employment or other relationship with the Company, (vi) engaging in any act
which is considered to be contrary to the best interests of the Company,
including but not limited to recruiting or soliciting employees of the Company
or (vii) commission of a felony or other serious crime or engaging in any
activity which constitutes gross misconduct.
 
     This section shall also apply in the case of a former Company employee
(including, without limitation, a retired or disabled employee) who commits
Misconduct after his or her employment with the Company terminated.
 
9. CHANGE IN CONTROL.
 
     Upon a "Change in Control" (as defined in subsection (f) below), the
following shall occur, unless otherwise provided by the Committee:
 
     (a)Options.  Effective on the date of such Change in Control, all
        outstanding and unvested stock options granted under the Plan shall
        immediately vest and become exercisable, and all stock options then
        outstanding under the Plan shall remain outstanding in accordance with
        their terms. Notwithstanding anything to the contrary in this Plan, in
        the event that any stock option granted under the Plan becomes
        unexercisable during its term on or after a Change in Control because:
        (i) the individual who holds such stock option is involuntarily
        terminated (other than for cause), or such individual terminates for
        "Good Reason" as defined in the agreement governing the stock option
        award, within two years after the Change in Control; (ii) such stock
        option is terminated or adversely modified; or (iii) Common Stock is no
        longer issued and outstanding, or no longer traded on a national
        securities exchange, then the holder of such stock option shall
        immediately be entitled to receive a lump sum cash payment equal to (A)
        the gain on such stock option or (B) only if greater than the gain and
        only with respect to non-qualified stock options the Black-Scholes value
        of such stock option (as determined by a nationally recognized
        independent investment banker chosen by PBG), in either case calculated
        on the date such stock option becomes unexercisable. For purposes of the
        preceding sentence, the gain on a stock option shall be calculated as
        the difference between the Fair Market Value per share of Common Stock
        as of the date such stock option becomes unexercisable, less the
        Exercise Price of the stock option; provided, however, if the shares of
        Common Stock are not traded on a national exchange on such date, the
        Fair Market Value on the immediately preceding day on which the shares
        were traded shall be used.
 
     (b)Stock Appreciation Rights.  Effective on the date of such Change in
        Control, all outstanding and unvested SARs granted under the Plan shall
        immediately vest and become exercisable, and all SARs then outstanding
        under the Plan shall remain outstanding in accordance with their terms.
        In the event that any SAR granted under the Plan becomes unexercisable
        during its term on or after a Change in Control because: (i) the
        individual who holds such SAR is involuntarily terminated (other than
        for cause), or such individual terminates for "Good Reason" as defined
        in the agreement governing the SAR award, within two years after the
        Change in Control; (ii) such SAR is terminated or adversely modified; or
        (iii) Common Stock is no longer issued and outstanding, or no longer
        traded on a national securities exchange, then the holder of such SAR
        shall immediately be entitled to receive a lump sum cash payment equal
        to the gain on such SAR. For purposes of the preceding sentence, the
        gain on an SAR shall be calculated as the difference between the Fair
        Market Value per share of Common Stock as of the date such SAR becomes
        unexercisable and the purchase price per share of Common Stock covered
        by the SAR; provided, however, if the shares of Common Stock are not
        traded on a national exchange on such date, the Fair Market Value on the
        immediately preceding day on which the shares were traded shall be used.
 
     (c) Restricted Shares/Restricted Share Units.  Upon a Change of Control all
         restricted shares and restricted share units shall immediately vest.
         Immediately upon such vesting, certificates for all such vested
         restricted shares shall be distributed to the participants, and the
         cash or shares payable upon vesting of the restricted stock units shall
         be paid to the participants.
 
     (d) Performance Awards.  Each performance award granted under the Plan that
         is outstanding on the date of the Change in Control shall immediately
         vest and the holder of such performance award shall be entitled to a
         lump sum cash payment equal to the amount of such performance award
         payable at the end of the performance period as if 100% of the
         performance goals have been achieved.
 
     (e) Time of Payment.  Any amount required to be paid pursuant to this
         Section shall be paid within 20 days after the date such amount becomes
         payable.
 
     (f) Definition of Change in Control.  A "Change in Control" means the
         occurrence of any of the following events: (i) any individual,
         corporation, partnership, group, association or other entity, other
         than PepsiCo, Inc. ("PepsiCo") or an entity approved by PepsiCo, is or
         becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Act), directly or indirectly, of 50% or more of the combined voting
         power of PBG's outstanding securities ordinarily having the right to
         vote at elections of directors; (ii) during any consecutive two-year
         period, persons who constitute the Board at the beginning of the period
         cease to constitute at least 50% of the Board (provided that any new
         Board member who was approved by a majority of directors who began the
         two-year period or who was approved by PepsiCo shall be considered a
         director who began the two-year period); (iii) the approval by the
         shareholders of PBG of a plan or agreement providing for a merger or
         consolidation of PBG with another company, other than with PepsiCo or
         an entity approved by PepsiCo, and PBG is not the surviving company
         (unless the shareholders of PBG prior to the merger or consolidation
         continue to have 50% or more of the combined voting power of the
         surviving company's outstanding securities); (iv) the sale, exchange or
         other disposition of all or substantially all of PBG's assets, other
         than to PepsiCo or an entity approved by PepsiCo; or (v) any other
         event, circumstance, offer or proposal occurs or is made, which is
         intended to effect a change in the control of PBG and which results in
         the occurrence of one or more of the events set forth in clauses (i)
         through (iv) of this paragraph.
 
         In addition, a "Change in Control" means the occurrence of any of the
         following events with respect to PepsiCo: (i) acquisition of 20% or
         more of the outstanding voting securities of PepsiCo by another entity
         or group; excluding, however, any acquisition by an employee benefit
         plan or related trust sponsored or maintained by PepsiCo; (ii) during
         any consecutive two-year period, persons who constitute the Board of
         Directors of PepsiCo (the "PepsiCo Board") at the beginning of the
         period cease to constitute at least 50% of the PepsiCo Board (provided
         that any new PepsiCo Board member who was approved by a majority of
         directors who began the two-year period shall be considered a director
         who began the two-year period); (iii) PepsiCo shareholders approve, and
         there is completed, a merger or consolidation of PepsiCo with another
         company, and PepsiCo is not the surviving company; or, if after such
         transaction, the other entity owns, directly or indirectly, 50% or more
         of the outstanding voting securities of PepsiCo; (iv) PepsiCo
         shareholders approve a plan of complete liquidation of PepsiCo or the
         sale or disposition of all or substantially all of PepsiCo's assets; or
         (v) any other event, circumstance, offer or proposal occurs or is made,
         which is intended to effect a change in the control of PepsiCo, and
         which results in the occurrence of one or more of the events set forth
         in clauses (i) through (iv) of this paragraph.
 
 
10.  MISCELLANEOUS PROVISIONS.
 
(a) Rights as Shareholder.  Except as otherwise provided herein, a participant
    in the Plan shall have no rights as a holder of Common Stock with respect to
    awards hereunder, unless and until certificates for shares of Common Stock
    are issued to such participant or registered in the name of the participant
    on the Company's records.
 
(b) Assignment or Transfer.  Unless the Committee shall specifically determine
    otherwise, no award granted under the Plan or any rights or interests
    therein (other than an award of shares that is not subject to any
    restrictions) shall be assignable or transferable by a participant, except
    by will or the laws of descent and distribution.
 
(c) Agreements.  All awards granted under the Plan shall be evidenced by
    agreements in such form and containing such terms and conditions (not
    inconsistent with the Plan), as the Committee shall approve.
 
(d) Requirements for Transfer.  The Committee shall have no obligation to issue
    or transfer a share of Common Stock under the Plan until all legal
    requirements applicable to the issuance or transfer of such shares have been
    complied with to the satisfaction of the Committee. The Committee shall have
    the right to condition any issuance of shares of Common Stock made to any
    participant upon such participant's written undertaking to comply with such
    restrictions on his subsequent disposition of such shares as the Committee
    or PBG shall deem necessary or advisable as a result of any applicable law,
    regulation or official interpretation thereof, and certificates representing
    such shares may be legended to reflect any such restrictions.
 
(e) Withholding Taxes.  PBG shall have the right to deduct from all awards
    hereunder paid in cash any federal, state, local or foreign taxes required
    by law to be withheld with respect to such awards, and with respect to
    awards paid or satisfied in stock, to require the payment (through
    withholding from the participant's salary or otherwise) of any such taxes.
    The obligations of PBG to make delivery of awards in cash or shares of
    Common Stock shall be subject to currency or other restrictions imposed by
    any government. With respect to withholding required upon the exercise of
    stock options or SARs, upon the lapse of restrictions on restricted shares
    or upon any other taxable event arising as a result of awards granted
    hereunder, unless other arrangements are made with the consent of the
    Committee, participants shall satisfy the withholding requirement by having
    the Company withhold shares of Common Stock having a Fair Market Value on
    the date the tax is to be determined equal to not more than the minimum
    amount of tax required to be withheld with respect to the transaction unless
    a fractional share is payable in which case, such minimum amount plus the
    next highest share will be withheld. The Committee may permit a participant
    to surrender or direct the withholding of other shares of Common Stock to
    satisfy tax obligations but only if and to the extent that no additional
    accounting expense would result to the Company under then applicable
    accounting rules.
 
    If a participant makes a disposition, within the meaning of Section 424(c)
    of the Code and regulations promulgated thereunder, of any shares of Common
    Stock issued to him pursuant to the exercise of an incentive stock option
    within the two-year period commencing on the day after the date of the grant
    or within the one-year period commencing on the day after the date of
    transfer of such shares to the participant pursuant to such exercise, the
    participant shall, within ten (10) days of such disposition, notify PBG
    thereof, by delivery of written notice to PBG at its principal executive
    office, and immediately deliver to PBG (or allow to be withheld from other
    compensation) any taxes required to be withheld.
 
(f) No Implied Rights to Awards.  Except as set forth herein, no employee or
    other person shall have any claim or right to be granted an award under the
    Plan. Neither the Plan nor any action taken hereunder shall be construed as
    giving any employee any right to be retained in the employ of the Company.
 
 (g) Fractional Shares.  Fractional shares of Common Stock shall not be issued or
    transferred under an award, but the Committee may pay cash in lieu of a
    fraction or round the fraction, in its discretion.
 
(h) Beneficiary Designation.  To the extent allowed by the Committee, each
    participant under the Plan may, from time to time, name any beneficiary or
    beneficiaries (who may be named on a contingent or successive basis) to whom
    any benefit under the Plan is to be paid in case of his or her death before
    he or she receives any or all of such benefit. Unless the Committee
    determines otherwise, each such designation shall revoke all prior
    designations by the same participant, shall be in a form prescribed by the
    Committee, and will be effective only when filed by the Participant in
    writing with the Company during the participant's lifetime. In the absence
    of any such designation, benefits remaining unpaid at the participant's
    death shall be paid to the participant's estate.
 
(i) Costs and Expenses.  The cost and expenses of administering the Plan shall
    be borne by PBG and not charged to any award or to any employee receiving an
    award.
 
(j) Funding of Plan.  PBG shall not be required to establish any special or
    separate fund or to make any other segregation of assets to assure the
    payment of any award under the Plan.
 
(k) Successors.  All obligations of the Company under the Plan with respect to
    awards granted hereunder shall be binding on any successor to the Company,
    whether the existence of such successor is the result of a direct or
    indirect purchase, merger, consolidation, or otherwise, of all or
    substantially all of the business and/or assets of the Company.
 
11.  EFFECTIVE DATE, AMENDMENTS AND TERMINATION.
 
(a) Effective Date.  The Plan shall become effective on its approval by PBG's
    shareholders.
 
(b) Amendments.  The Committee may at any time terminate or from time to time
    amend the Plan in whole or in part, but no such action shall materially
    adversely affect any rights or obligations with respect to any awards
    theretofore granted under the Plan without the consent of the affected
    participant.
 
    In addition, amendments to the Plan and any transaction that would
    constitute a "repricing" shall be subject to shareholder approval to the
    extent required under Section 303A.08 of the Listed Company Manual of the
    New York Stock Exchange or Section 162(m) or 422 of the Code (or any
    successor provision or provisions).
 
    The Committee may, at any time, amend outstanding agreements evidencing
    awards under the Plan in a manner not inconsistent with the terms of the
    Plan; provided, however, that except as provided in Section 4(d) with
    respect to the Company's Buy-Out right, if such amendment is materially
    adverse to the participant, the amendment shall not be effective unless and
    until the participant consents, in writing, to such amendment.
 
    Notwithstanding the preceding provisions of this subsection (b), following a
    Change in Control (as defined in Section 9), the Committee may not amend the
    Plan or outstanding agreements evidencing awards under the Plan in a way
    that would be adverse to a participant, even if the amendment would not be
    materially adverse, without the written consent of the participant.
 
(c) Termination.  No awards shall be made under the Plan on or after the tenth
    anniversary of the date on which PBG's shareholders approve the Plan.
    Determination of the award actually earned and payout or settlement of the
    award may occur later, and as to any outstanding award, the Plan's terms
    shall remain in effect (including authority under Section 11(b) relating to
    the Committee's authority to modify outstanding awards).