0000950123-09-022125 Sample Contracts

RIGHTS AGREEMENT dated as of May 18, 2009 between THE PEPSI BOTTLING GROUP, INC. and MELLON INVESTOR SERVICES LLC, as Rights Agent
Rights Agreement • July 14th, 2009 • Pepsi Bottling Group Inc • Beverages • New York

Reference is made to the Rights Agreement, dated as of May 4, 2009 (the “Existing Rights Agreement”), between the Company and the Rights Agent. Concurrently herewith, the Company and the Rights Agent have duly executed and delivered an amendment to the Existing Rights Agreement terminating such Existing Rights Agreement effective as of the Close of Business (as hereinafter defined) on the date hereof.

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • July 14th, 2009 • Pepsi Bottling Group Inc • Beverages

AMENDMENT NO. 1, dated as of May 18, 2009 (this “Amendment No. 1”), to the Rights Agreement, dated as of May 4, 2009, between THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

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