X0303 4 2010-02-26 1 0001076405 PEPSI BOTTLING GROUP INC PBG 0001122788 ALVARADO LINDA G C/O THE PEPSI BOTTLING GROUP, INC. ONE PEPSI WAY SOMERS NY 10589 1 0 0 0 Common Stock 2010-02-26 4 D 0 9047 D 0 D Common Stock 2010-02-26 4 D 0 4530 D 0 D Stock Options 31.78 2010-02-26 4 D 0 5664 D Common Stock 5664 0 D Stock Options 30.56 2010-02-26 4 D 0 5891 D Common Stock 5891 0 D Stock Options 34.36 2010-02-26 4 D 0 6112 D Common Stock 6112 0 D Stock Options 22.11 2010-02-26 4 D 0 9498 D Common Stock 9498 0 D Phantom Stock Units 2010-02-26 4 D 0 5301 D Common Stock 5301 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 3, 2009 among the Company, PepsiCo, Inc. ("PepsiCo") and Pepsi-Cola Metropolitan Bottling Company, Inc., a wholly owned subsidiary of PepsiCo ("Metro") (the "Merger Agreement"), each of these shares was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive approximately $18.25 in cash and 0.3216 of a share of PepsiCo common stock. Pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") and each RSU resulting from any associated Dividend Equivalent Unit ("DEU") credited with respect to such RSU was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive 0.6432 of a share of PepsiCo common stock (or cash in an amount equal to the value of such share) rounded down to the nearest whole share. Pursuant to the Merger Agreement, each outstanding PBG stock option, whether or not exercisable or vested, was canceled at the effective time of the merger (February 26, 2010) and converted into an option to purchase the number of shares of PepsiCo common stock equal to the product of (a) the number of shares of PBG common stock subject to the PBG stock option and (b) .6140, rounded down to the nearest whole share. The exercise price per share of PepsiCo common stock subject to the new PepsiCo option will be equal to (a) the exercise price per share of PBG common stock under the PBG stock option divided by (b) .6140, rounded up to the nearest cent. Pursuant to the Merger Agreement, each phantom stock unit (and each additional unit resulting from associated dividend equivalent units) was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive 0.6432 of a share of PepsiCo common stock (or cash in an amount equal to the value of such share) rounded down to the nearest whole share. /s/ David Yawman, Attorney-in-Fact 2010-02-26