THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Pepsi Bottling Group, Inc. (The) (PBG)

3/31/2006 Proxy Information

Stock Ownership and Director Relationships with PepsiCo. PBG was initially incorporated in January 1999 as a wholly owned subsidiary of PepsiCo to effect the separation of most of PepsiCo’s company-owned bottling businesses. PBG became a publicly traded company on March 31, 1999. As of February 15, 2006, PepsiCo’s ownership represented 41.5% of the outstanding Common Stock and 100% of the outstanding Class B Common Stock, together representing 47.1% of the voting power of all classes of PBG’s voting stock. PepsiCo also owns approximately 6.7% of the equity of Bottling Group, LLC, PBG’s principal operating subsidiary. In addition, Margaret D. Moore, one of our Directors, is an executive officer of PepsiCo.

Agreements and Transactions with PepsiCo and Affiliates. PBG and PepsiCo (and certain of its affiliates) have entered into transactions and agreements with one another, incident to their respective businesses, and PBG and PepsiCo are expected to enter into material transactions and agreements from time to time in the future. As used in this section, “PBG” includes the Company and its subsidiaries.

Material agreements and transactions between PBG and PepsiCo (and certain of its affiliates) during 2005 are described below.

Beverage Agreements and Purchases of Concentrates and Finished Products. PBG purchases concentrates from PepsiCo and manufactures, packages, distributes and sells carbonated and non-carbonated beverages under license agreements with PepsiCo. These agreements give PBG the right to manufacture, sell and distribute beverage products of PepsiCo in both bottles and cans and fountain syrup in specified territories. The agreements also provide PepsiCo with the ability to set prices of such concentrates, as well as the terms of payment and other terms and conditions under which PBG purchases such concentrates. In addition, PBG bottles water under the Aquafina trademark pursuant to an agreement with PepsiCo, which provides for the payment of a royalty fee to PepsiCo. In certain instances, PBG purchases finished beverage products from PepsiCo. During 2005, total payments by PBG to PepsiCo for concentrates, royalties and finished beverage products were approximately $2.6 billion.

Transactions with Joint Ventures in which PepsiCo holds an equity interest. PBG purchases tea concentrate and finished beverage products from the Pepsi/ Lipton Tea Partnership, a joint venture of Pepsi-Cola North America, a division of PepsiCo, and Lipton (the “Partnership”). During 2005, total amounts paid or payable to PepsiCo for the benefit of the Partnership were approximately $147 million.

PBG purchases finished beverage products from the North American Coffee Partnership, a joint venture of Pepsi-Cola North America and Starbucks. During 2005, amounts paid or payable to the North American Coffee Partnership by PBG were approximately $225 million.

Under tax sharing arrangements we have with PepsiCo and PepsiCo joint ventures, we received approximately $3 million in tax related benefits in 2005.

Purchase of Snack Food Products from Frito-Lay, Inc. PBG purchases snack food products from Frito-Lay, Inc., a subsidiary of PepsiCo, for sale and distribution through Russia. In 2005, amounts paid or payable by PBG to Frito-Lay, Inc. were approximately $144 million.

Shared Services. PepsiCo provides various services to PBG pursuant to a shared services agreement and other arrangements, including information technology maintenance and the procurement of raw materials. During 2005, amounts paid or payable to PepsiCo for these services totaled approximately $69 million.

Pursuant to the shared services agreement and other arrangements, PBG provides various services to PepsiCo, including employee benefit, credit and collection, international tax and accounting services. During 2005, payments to PBG from PepsiCo for these services totaled approximately $4 million.

Rental Payments. Amounts paid or payable by PepsiCo to PBG for rental of office space at certain PBG facilities were approximately $4 million in 2005.

National Fountain Services. PBG provides certain manufacturing, delivery and equipment maintenance services to PepsiCo’s national fountain customers in specified territories. In 2005, net amounts paid or payable by PepsiCo to PBG for these services were approximately $183 million.

Bottler Incentives. PepsiCo provides PBG with marketing support in the form of bottler incentives. The level of this support is negotiated annually and can be increased or decreased at the discretion of PepsiCo. These bottler incentives are intended to cover a variety of programs and initiatives, including direct marketplace support (including point-of-sale materials) and advertising support. For 2005, total bottler incentives received from PepsiCo, including media costs shared by PepsiCo, were approximately $688 million.

Bottling Group, LLC Distribution. PepsiCo has approximately a 6.7% ownership interest in Bottling Group, LLC, our principal operating subsidiary. In accordance with Bottling Group, LLC’s Limited Liability Company Agreement, PepsiCo received a $12 million distribution from Bottling Group, LLC in 2005.

Relationships and Transactions with Management and Others. Linda G. Alvarado, a member of PBG’s Board of Directors, together with certain of her family members own interests in YUM Brands franchise restaurant companies that purchase beverage products from PBG. In 2005, the total amount of these purchases was approximately $320,000.

3/31/2005 Proxy Information

STOCK OWNERSHIP AND DIRECTOR RELATIONSHIPS WITH PEPSICO. PBG was initially incorporated in January 1999 as a wholly owned subsidiary of PepsiCo to effect the separation of most of PepsiCo's company-owned bottling businesses. PBG became a publicly traded company on March 31, 1999. As of February 15, 2005, PepsiCo's ownership represented 42.8% of the outstanding Common Stock and 100% of the outstanding Class B Common Stock, together representing 48.1% of the voting power of all classes of PBG's voting stock. PepsiCo also owns approximately 6.8% of the equity of Bottling Group, LLC, PBG's principal operating subsidiary. In addition, Margaret D. Moore, one of our Directors, is an executive officer of PepsiCo.

AGREEMENTS AND TRANSACTIONS WITH PEPSICO AND AFFILIATES. PBG and PepsiCo (and certain of its affiliates) have entered into transactions and agreements with one another, incident to their respective businesses, and PBG and PepsiCo are expected to enter into material transactions and agreements from time to time in the future. As used in this section, "PBG" includes the Company and its subsidiaries.

Material agreements and transactions between PBG and PepsiCo (and certain of its affiliates) during 2004 are described below.

Beverage Agreements and Purchases of Concentrates and Finished Products. PBG purchases concentrates from PepsiCo and manufactures, packages, distributes and sells carbonated and non-carbonated beverages under license agreements with PepsiCo. These agreements give PBG the right to manufacture, sell and distribute beverage products of PepsiCo in both bottles and cans and fountain syrup in specified territories. The agreements also provide PepsiCo with the ability to set prices of such concentrates, as well as the terms of payment and other terms and conditions under which PBG purchases such concentrates. In addition, PBG bottles water under the Aquafina trademark pursuant to an agreement with PepsiCo, which provides for the payment of a royalty fee to PepsiCo. In certain instances, PBG purchases finished beverage products from PepsiCo. During 2004, total payments by PBG to PepsiCo for concentrates, royalties and finished beverage products were approximately $2.4 billion.

Purchase of Distribution Rights. During 2004, PBG paid PepsiCo approximately $1 million for distribution rights relating to the SoBe brand in certain PBG-owned territories in the United States and Canada.

Transactions with Joint Ventures in which PepsiCo holds an equity interest. PBG purchases tea concentrate and finished beverage products from the Pepsi/Lipton Tea Partnership, a joint venture of Pepsi-Cola North America, a division of PepsiCo, and Lipton (the "Partnership"). During 2004, total amounts paid or payable to PepsiCo for the benefit of the Partnership were approximately $150 million.

PBG purchases finished beverage products from the North American Coffee Partnership, a joint venture of Pepsi-Cola North America and Starbucks. During 2004, amounts paid or payable to the North American Coffee Partnership by PBG were approximately $185 million.

Under tax sharing arrangements we have with PepsiCo and PepsiCo joint ventures, we received approximately $17 million in tax related benefits in 2004.

Purchase of Snack Food Products from Frito-Lay, Inc. PBG purchases snack food products from Frito-Lay, Inc., a subsidiary of PepsiCo, for sale and distribution through Russia. In 2004, amounts paid or payable by PBG to Frito-Lay, Inc. were approximately $75 million. Our agreement with Frito-Lay expired in 2004; however, we have renewed the agreement, under which we will continue our relationship with Frito-Lay.

Shared Services. PepsiCo provides various services to PBG pursuant to a shared services agreement and other arrangements, including information technology maintenance and the procurement of raw materials. During 2004, amounts paid or payable to PepsiCo for these services totaled approximately $68 million.

Pursuant to the shared services agreement and other arrangements, PBG provides various services to PepsiCo, including employee benefit, credit and collection, international tax and accounting services. During 2004, payments to PBG from PepsiCo for these services totaled approximately $6 million. Rental Payments. Amounts paid or payable by PepsiCo to PBG for rental of office space at certain PBG facilities were approximately $4 million in 2004.

National Fountain Services. PBG provides certain manufacturing, delivery and equipment maintenance services to PepsiCo's national fountain customers in specified territories. In 2004, net amounts paid or payable by PepsiCo to PBG for these services were approximately $180 million.

Bottler Incentives. PepsiCo provides PBG with marketing support in the form of bottler incentives. The level of this support is negotiated annually and can be increased or decreased at the discretion of PepsiCo. These bottler incentives are intended to cover a variety of programs and initiatives, including direct marketplace support (including point-of-sale materials), capital equipment funding and advertising support. For 2004, total bottler incentives received from PepsiCo, including media costs shared by PepsiCo, were approximately $626 million.

PBG provides certain administrative support services to PepsiAmericas, Inc. and Pepsi Bottling Ventures LLC. In 2004, amounts paid or payable by PepsiAmericas, Inc. and Pepsi Bottling Ventures LLC to PBG for these services were approximately $42,000.

Bottling Group, LLC Distribution. PepsiCo has approximately a 6.8% ownership interest in Bottling Group, LLC, our principal operating subsidiary. In accordance with Bottling Group, LLC's Limited Liability Company Agreement, PepsiCo received a $13 million distribution from Bottling Group, LLC in 2004.

RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT AND OTHERS. Linda G. Alvarado, a member of PBG's Board of Directors, together with certain of her family members own interests in YUM Brands franchise restaurant companies that purchase beverage products from PBG. In 2004, the total amount of these purchases was approximately $368,000.

Mr. Weatherup served as Chairman and Chief Executive Officer of The Pepsi Bottling Group, Inc. from March 1999 to January 2003. Prior to the initial public offering of The Pepsi Bottling Group, Inc. in early 1999, he worked with PepsiCo, Inc. for 24 years and served as Chief Executive Officer of its worldwide Pepsi-Cola business.

3/29/2004 Proxy Information

Linda G. Alvarado, a member of PBG's Board of Directors, together with certain members of her family, own interests in Taco Bell and Pizza Hut restaurant companies that purchase beverage products from PBG. In 2003, the total amount of these purchases was approximately $317,740.

PBG was initially incorporated in January 1999 as a wholly owned subsidiary of PepsiCo to effect the separation of most of PepsiCo's company-owned bottling businesses. PBG became a publicly traded company on March 31, 1999.

As of February 20, 2004, PepsiCo's ownership represented 40.8% of the outstanding Common Stock and 100% of the outstanding Class B Common Stock together representing 46.0% of the voting power of all classes of PBG's voting stock. PepsiCo also owns approximately 6.8% of the equity of Bottling Group, LLC, PBG's principal operating subsidiary. In addition, Margaret D. Moore, one of our directors, is an executive officer of PepsiCo.

3/31/2003 Proxy Information

PBG was initially incorporated in January 1999 as a wholly owned subsidiary of PepsiCo to effect the separation of most of PepsiCo's company-owned bottling businesses. PBG became a publicly traded company on March 31, 1999. As of February 21, 2003, PepsiCo's ownership represented 38.0% of the outstanding Common Stock and 100% of the outstanding Class B Common Stock together representing 43.1% of the voting power of all classes of PBG's voting stock. PepsiCo also owns approximately 6.8% of the equity of Bottling Group, LLC, PBG's principal operating subsidiary. In addition, Margaret D. Moore, one of our directors, is an executive officer of PepsiCo.

Linda G. Alvarado, a member of PBG's Board of Directors, together with her husband and children, own and operate Taco Bell and Pizza Hut restaurant companies that purchase beverage products from PBG. In 2002, the total amount of these purchases was approximately $341,389.