THE PBG DIRECTOR DEFERRAL PROGRAM

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

ARTICLE I – INTRODUCTION

     The Pepsi Bottling Group, Inc. (the “Company” or “PBG”) established the PBG Director Deferral Program (the “Plan”) to permit Eligible Directors to defer certain compensation paid to them as Directors. The material terms of the Plan were approved by the Board of Directors by resolution duly adopted on March 27, 2008 and the Plan is effective as of January 1, 2009 (the “Effective Date”).

     For federal income tax purposes, the Plan is intended to be a nonqualified unfunded deferred compensation plan that is unfunded and unsecured. For purposes of ERISA, the Plan is intended to be exempt from ERISA coverage as a plan that solely benefits non-employees (or alternatively, a plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees).

ARTICLE II – DEFINITIONS

     When used in this Plan, the following underlined terms shall have the meanings set forth below unless a different meaning is plainly required by the context:

2.01 Account :

     The account maintained for a Participant on the books of the Company to determine, from time to time, the Participant’s interest under this Plan. The balance in such Account shall be determined by the Plan Administrator. Each Participant’s Account shall consist of at least one Deferral Subaccount for each separate deferral under section 4.01. The Recordkeeper may also establish such additional Deferral Subaccounts as it deems necessary for the proper administration of the Plan. The Recordkeeper may also combine Deferral Subaccounts to the extent it deems separate accounts are not needed for sound recordkeeping. Where appropriate, a reference to a Participant’s Account shall include a reference to each applicable Deferral Subaccount that has been established thereunder.

2.02 Act :

     The Securities Exchange Act of 1934, as amended from time to time.

2.03 Beneficiary :

     The person or persons (including a trust or trusts) properly designated by a Participant, as determined by the Plan Administrator, to receive the amounts in one or more of the Participant’s Deferral Subaccounts in the event of the Participant’s death in accordance with section 4.02(c).

2.04 Code :

     The Internal Revenue Code of 1986, as amended from time to time.

2.05 Company :

     The Pepsi Bottling Group, Inc., a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.

2.06 Deferral Subaccount :

     A subaccount of a Participant’s Account maintained to reflect his or her interest in the Plan attributable to each deferral (or separately tracked portion of a deferral) of Director Compensation, and earnings or losses credited to such subaccount in accordance with section 5.01(b).

2.07 Director :

     A person who is a member of the Board of Directors of the Company and who is not currently an employee of the PBG Organization.

2.08 Director Compensation :

     Direct monetary remuneration to the extent payable in cash in U.S. dollars to the Eligible Director by the Company for the discharge of his or her duties as a member of the Board of Directors of the Company. Director Compensation shall not include the amount of any reimbursement by the Company for expenses incurred by the Eligible Director in the discharge of his or her duties as a member of the Board of Directors of the Company.

2.09 Distribution Valuation Date :

     Each date as specified by the Plan Administrator from time to time as of which Participant Accounts are valued for purposes of a distribution from a Participant’s Account. The current Distribution Valuation Dates are March 31 ^st , June 30 ^th , September 30 ^th and December 31 ^st . Any current Distribution Valuation Date may be changed by the Plan Administrator, provided that such change does not result in a change in when deferrals are paid out that is impermissible under Section 409A. Values are determined as of the close of a Distribution Valuation Date or, if such date is not a business day, as of the close of the preceding business day.

2.10 Election Form :

     The form prescribed by the Plan Administrator on which a Participant specifies the amount of his or her Director Compensation to be deferred and the timing and form of his or her deferral payout, pursuant to the provisions of Article IV. An Election Form need not exist in a paper format, and it is expressly authorized that the Plan Administrator may make available for use such technologies, including voice response systems, Internet-based forms and any other electronic forms, as it deems appropriate from time to time.

2.11 Eligible Director :

     The term “Eligible Director” shall have the meaning given to it in section 3.01(b).

2.12 ERISA :

     Public Law 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.13 Fair Market Value :

     For purposes of converting a Participant’s deferrals to phantom PBG Common Stock as of any date, and for converting dividend equivalents to phantom PBG Common Stock as of any date, the Fair Market Value of such stock is the closing price on such date (or if such date is not a trading date, the first date immediately following such date that is a trading date) for PBG Common Stock as reported on the composite tape for securities listed on the New York Stock Exchange, Inc., rounded to two decimal places. For purposes of determining the value of a Plan distribution, the Fair Market Value of phantom PBG Common Stock is determined as the closing price on the applicable Distribution Valuation Date for PBG Common Stock as reported on the composite tape for securities listed on the New York Stock Exchange, Inc., rounded to two decimal places.

2.14 Key Employee :

     The individuals identified in accordance with the principles set forth below.

          (a)  General . Any Participant who at any time during the applicable year is –

          (1) An officer of any member of the PBG Organization having annual compensation greater than $130,000 (as adjusted for the applicable year under Section 416(i)(1) of the Code);

          (2) A 5-percent owner of any member of the PBG Organization; or

          (3) A 1-percent owner of any member of the PBG Organization having annual compensation of more than $150,000.

     For purposes of (1) above, no more than 50 employees identified in the order of their annual compensation shall be treated as officers. For purposes of this section, annual compensation means compensation as defined in Treas. Reg. §1.415(c)-2(a), without regard to Treas. Reg. §§1.415(c)-2(d), 1.415(c)-2(e), and 1.415(c)-2(g). The Plan Administrator shall determine who is a Key Employee in accordance with Section 416(i) of the Code and the applicable regulations and other guidance of general applicability issued thereunder or in connection therewith (provided, that Section 416(i)(5) of the Code shall not apply in making such determination), and provided further that the applicable year shall be determined in accordance with Section 409A and that any modification of the foregoing definition that applies under Section 409A shall be taken into account.

          (b)  Applicable Year . The Plan Administrator shall determine Key Employees as of the last day of each calendar year (the “determination date”), based on compensation for such year, and the designation for a particular determination date shall be effective for purposes of this Plan for the twelve month period commending on April 1 ^st of the next following calendar year. For purposes of the 2009 calendar year, the prior sentence shall mean that the Key

Employees determined by the Plan Administrator as of December 31, 2007 shall apply to the period from January 1, 2009 to March 31, 2009.

          (c)  Rule of Administrative Convenience . In addition to the foregoing, the Plan Administrator shall treat all other employees classified as Band E5 and above on the applicable determination date prescribed in subsection (b) as Key Employees for purposes of the Plan for the twelve month period commencing on April 1 ^st of the next following calendar year, provided that if this would result in counting more than 200 individuals as key employees as of any such determination date, then the number treated as key employees will be reduced to 200 by eliminating from consideration those employees otherwise added by this subsection (c) in order by their base compensation, from the lowest to the highest.

2.15 Mandatory Deferral :

     The term “Mandatory Deferral” shall have the meaning given to it in section 4.05.

2.16 Participant :

     Any Director who is qualified to participate in this Plan in accordance with section 3.01 and who has an Account. An active Participant is one who is currently deferring under section 4.01.

2.17 PBG Organization :

     The controlled group of organizations of which the Company is a part, as defined by Sections 414(b) and (c) of the Code and the regulations issued thereunder. An entity shall be considered a member of the PBG Organization only during the period it is one of the group of organizations described in the preceding sentence.

2.18 Plan :

     The PBG Director Deferral Program, as set forth herein and as amended from time to time.

2.19 Plan Administrator :

     The Board of Directors of the Company or its delegate or delegates, which shall have the authority to administer the Plan as provided in Article VII. References in this document to the Plan Administrator shall be understood as referring to the Board of Directors, and those delegated by the Board of Directors. All delegations made under the authority granted by this section are subject to section 7.05.

2.20 Plan Year :

     The 12-consecutive month period beginning on January 1 ^st and ending on December 31 ^st .

2.21 Recordkeeper :

     For any designated period of time, the party (which may include the Company’s Compensation Department) that is delegated the responsibility, pursuant to the authority granted in the definition of Plan Administrator, to maintain the records of Participant Accounts, process Participant transactions and perform other duties in accordance with any procedures and rules established by the Plan Administrator.

2.22 Second Look Election :

     The term “Second Look Election” shall have the meaning given to it in section 4.04.

2.23 Section 409A :

     Section 409A of the Code and the applicable regulations and other guidance of general applicability that are issued thereunder.

2.24 Separation from Service :

     A Participant’s separation from service as defined in Section 409A; provided that for this purpose the term “service recipient” shall include PepsiCo, Inc. so long as PepsiCo, Inc. or a member of the PepsiCo, Inc. controlled group maintains an ownership interest in the Company of at least 20%. In the event the Participant also provides services other than as a director for the Company and its affiliates, as determined under the prior sentence, such other services shall not be taken into account in determining when a Separation from Service occurs to the extent permitted under Treas. Reg. § 1.409A-1(h)(5). The term may also be used as a verb ( i.e. , “Separates from Service”) with no change in meaning.

2.25 Specific Payment Date :

     A specific date selected by an Eligible Director that triggers a lump sum payment of a deferral as specified in section 4.03 or 4.04. The Specific Payment Dates that are available to be selected by Eligible Directors shall be determined by the Plan Administrator. With respect to any deferral, the currently available Specific Payment Date(s) shall be the date or dates reflected on the Election Form or the Second Look Election form that is made available by the Plan Administrator for the deferral. In the event that an Election Form or Second Look Election form only provides for selecting a month and a year as the Specific Payment Date, the first day of the month that is selected shall be the Specific Payment Date.

2.26 Valuation Date :

     Each business day, as determined by the Recordkeeper, as of which Participant Accounts are valued in accordance with Plan procedures that are currently in effect. In accordance with procedures that may be adopted by the Plan Administrator, any current Valuation Date may be changed.

ARTICLE III — ELIGIBILITY AND PARTICIPATION

3.01 Eligibility to Participate :

          (a) An individual shall be eligible to defer compensation under the Plan during the period that he or she is a Director hereunder.

          (b) During the period an individual satisfies the eligibility requirements of this section, he or she shall be referred to as an Eligible Director.

          (c) Each Eligible Director shall become an active Participant on the earlier of the date an amount is first withheld from his or her compensation pursuant to an Election Form submitted by the Director to the Plan Administrator under section 4.01 or the date on which a Mandatory Deferral is first credited to the Plan on his or her behalf under section 4.05.

3.02 Termination of Eligibility to Defer :

     An individual’s eligibility to participate by making an election to defer pursuant to section 4.01 shall cease as soon as administratively practicable following the date he or she ceases to be a Director.

3.03 Termination of Participation :

     An individual, who has been an active Participant under the Plan, ceases to be a Participant on the date his or her Account is fully paid out.

ARTICLE IV — DEFERRAL OF COMPENSATION

4.01 Deferral Election :

     (a) Each Eligible Director may make an election to defer under the Plan in 10% increments up to 100% of his or her Director Compensation for a Plan Year (disregarding any Director Compensation that is subject to a Mandatory Deferral pursuant to section 4.05) in the manner described in section 4.02. Such election to defer shall apply to Director Compensation that is earned for services performed in the corresponding Plan Year. A newly Eligible Director may only defer the portion of his or her eligible Director Compensation for the Plan Year in which he or she becomes an Eligible Director that is earned for services performed after the date of his or her election. For this purpose, if a valid Election Form is received prior to the date on which the Eligible Director becomes a Director and the Election Form is effective under section 4.02(a) as of the date on which the Eligible Director becomes a Director, then the Director shall be deemed to receive all of his or her Director Compensation for the Plan Year in which he or she becomes an Eligible Director after the date of the election. Any Director Compensation deferred by an Eligible Director for a Plan Year will be deducted for each payment period for the Plan Year for which he or she has Director Compensation and is an Eligible Director.

          (b) To be effective, an Eligible Director’s Election Form must set forth the percentage of Director Compensation to be deferred and any other information that may be requested by the Plan Administrator from time to time. For this purpose, the Election Form must meet the requirements of section 4.02.

4.02 Time and Manner of Deferral Election :

          (a) Deferral Election Deadlines . Ordinarily an Eligible Director must make a deferral election for Director Compensation earned for services performed in a Plan Year no later than December 31 ^st of the calendar year immediately prior to the beginning of the Plan Year (although the Plan Administrator may adopt policies that encourage or require earlier submission of election forms). If December 31 ^st of such year is not a business day, then the deadline for deferral elections will be the first business day preceding December 31 ^st of such year. In addition, an individual who has been nominated for Director status must submit an Election Form prior to becoming an Eligible Director or otherwise prior to rendering services as an Eligible Director, and such Election Form will be effective immediately upon commencement of the individual’s status as an Eligible Director or otherwise upon commencement of his or her services as an Eligible Director.

          (b) General Provisions . A separate deferral election under subsection (a) above must be made by an Eligible Director for each Plan Year’s compensation that is eligible for deferral. If a properly completed and executed Election Form is not actually received by the Plan Administrator (or, if authorized by the Plan Administrator for this purpose, the Recordkeeper) by the prescribed time in subsection (a) above, the Eligible Director will be deemed to have elected not to defer any Director Compensation for the applicable Plan Year. An election is irrevocable once received and determined by the Plan Administrator to be properly

completed (and such determination shall be made not later than the last date for making the election in question). Increases or decreases in the percentage a Participant elects to defer shall not be permitted after the beginning of the applicable Plan Year.

          (c) Beneficiaries . A Participant may designate on the Election Form (or in some other manner authorized by the Plan Administrator) one or more Beneficiaries to receive payment, in the event of his or her death, of the amounts credited to his or her Account; provided that, to be effective, any Beneficiary designation must be in writing, signed by the Participant, and must meet such other standards (including any requirement for spousal consent) as the Plan Administrator shall require from time to time. The Beneficiary designation must also be filed with the Plan Administrator (or Recordkeeper, if designated by the Plan Administrator for this purpose) prior to the Participant’s death. An incomplete Beneficiary designation, as determined by the Plan Administrator (or Recordkeeper, if designated by the Plan Administrator for this purpose), shall be void and of no effect. A Beneficiary designation of an individual by name remains in effect regardless of any change in the designated individual’s relationship to the Participant. Any Beneficiary designation submitted to the Plan Administrator (or Recordkeeper, if designated by the Plan Administrator for this purpose) that only specifies a Beneficiary by relationship shall not be considered an effective Beneficiary designation and shall be void and of no effect. If more than one Beneficiary is specified and the Participant fails to indicate the respective percentage applicable to two or more Beneficiaries, then each Beneficiary for whom a percentage is not designated will be entitled to an equal share of the portion of the Account (if any) for which percentages have not been designated. At any time, a Participant may change a Beneficiary designation for his or her Account in a writing that is signed by the Participant and filed with the Plan Administrator (or Recordkeeper, if designated by the Plan Administrator for this purpose) prior to the Participant’s death, and that meets such other standards as the Plan Administrator shall require from time to time. An individual who is otherwise a Beneficiary with respect to a Participant’s Account ceases to be a Beneficiary when all payments have been made from the Account.

4.03 Period of Deferral; Form of Payment :

          (a) Period of Deferral . An Eligible Director making a deferral election shall specify a deferral period on his or her Election Form by designating either a Specific Payment Date or the date he or she incurs a Separation from Service. Notwithstanding an Eligible Director’s actual election of a Specific Payment Date, an Eligible Director shall be deemed to have elected a period of deferral of not less than one year after the end of the Plan Year for which the Compensation would have been paid absent deferral.

               If the Specific Payment Date selected by an Eligible Director would result in a period of deferral that is less than this minimum deferral period, the Eligible Director shall be deemed to have selected a Specific Payment Date equal to the minimum period of deferral as provided in the preceding sentence. If an Eligible Director fails to affirmatively designate a period of deferral on his or her Election Form, he or she shall be deemed to have specified the date on which he or she incurs a Separation from Service.

          (b) Form of Payment . An Eligible Director making a deferral election shall be eligible for a lump sum payment only.

4.04 Second Look Election :

               (a)  General . Subject to subsection (b) below, a Participant who has made a valid initial deferral in accordance with the foregoing provisions of this Article may subsequently make another one-time election regarding the time of payment of his or her deferral. This opportunity to modify the Participant’s initial election is r