X0303 4 2010-02-26 1 0001076405 PEPSI BOTTLING GROUP INC PBG 0001383636 KING ROBERT C THE PEPSI BOTTLING GROUP, INC. ONE PEPSI WAY SOMERS NY 10589 0 1 0 0 EVP & President, North America Common Stock 2010-02-26 4 D 0 104812 D 0 D Common Stock 2010-02-26 4 D 0 15267 D 0 I By 401(k) Plan Stock Options 30.85 2010-02-26 4 D 0 16532 D Common Stock 16532 0 D Stock Options 34.33 2010-02-26 4 D 0 29275 D Common Stock 29275 0 D Stock Options 18.72 2010-02-26 4 D 0 96154 D Common Stock 96154 0 D Phantom Stock Units 2010-02-26 4 D 0 10793 D Common Stock 10793 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 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. Reflects the number of shares of PBG common stock held by the reporting person in the PBG common stock fund of the PBG 401(k) Plan as of February 25, 2010 and was calculated by dividing the dollar value of the reporting person's holdings in such fund by the closing price of PBG common stock on February 25, 2010. Pursuant to the Merger Agreement, each share of PBG common stock 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 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 PBG phantom stock unit held under the PBG Executive Income Deferral Program (the "EID Plan") was canceled at the effective time of the merger (February 26, 2010) and converted into PepsiCo phantom stock units of an equivalent value. /s/ David Yawman, Attorney-in-Fact 2010-02-26