X0303 4 2010-02-26 1 0001076405 PEPSI BOTTLING GROUP INC PBG 0001196977 BERACHA BARRY H 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 29301 D 0 D Common Stock 2010-02-26 4 D 0 2174 D 0 D Common Stock 2010-02-26 4 D 0 6205 D 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 outstanding share of Restricted Stock ("Restricted Stock") was canceled at the effective time of the merger (February 26, 2010) in exchange for 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. /s/ David Yawman, Attorney-in-Fact 2010-02-26