Agreement,

On this 25th day of December 2008 in Moscow, Russian Federation

Frito Lay Manufacturing LLC whose registered address is Mezheninova, 5, Kashira, Moscow Region, Russian Federation in the person of its general director, Paul Kiesler acting on the basis of the charter of the company on the one hand

And

PepsiCo Holdings LLC whose registered address is Sherrizone, Moscow Region, Russian Federation in the person of its general director, Marina Ostrovskaya acting on the basis of the charter of the company on the other hand

have reached the following agreement:

1

Definitions

Throughout this Agreement, unless the context expressly admits otherwise, the following words and phrases shall have the following meanings:

Agreement means this master distribution agreement signed between FLM and PCH.

AOP means FLM’s prevailing annual operating plan for the sale of the Products in the Russian Federation to be determined by FLM and communicated to PCH.

Beverages means any beverage distributed by PCH.

Case means a raw case of the Products, determined according to the Product list, set forth in Schedule F as amended from time to time by FLM.

Channel means either the Modern Trade, the Traditional Trade or the Indirect Channel (as the case may be.)

Combined Sales Force means all those sales persons employed by PCH and engaged in the sale of the Products together with the sale of the Beverages.

Combined Cities means all those cities or oblasts in which the Combined Sales Force collects orders for the Products and which at the Effective Date are those set forth in Schedule S.

Credit Limit means the total amount of money which PCH may owe FLM at any time for the Products and which shall not exceed the value of all Products purchased by PCH during any thirty day period or such other period as the Parties may agree from time to time, such value being determined on the basis of the prevailing Price List.

Credit Terms means those credit terms granted by PCH to Customers from time to time in accordance herewith.

Customers means any legal or physical entity purchasing the Products and/or Beverages from PCH.

Database means a data base containing Customer and transactional information and maintained by PCH in accordance with clause 11.

Dedicated Sales Force means all those sales persons employed by PCH and engaged solely in the sale of the Products.

Dedicated Cities means all those cities and oblasts in which the Dedicated Sales Force collects some or all of orders for the Products arising in such city and which at the Effective Date are those set forth in Schedule S.

DS3 Customer means any 3PD Customer some or all of whose sales force is employed by PCH. Any sales made by such sales force shall be deemed to have been made by the Sales Force. Any sales made directly by a DS3 Customer (and not by such sales force) shall be deemed to form part of sales into the Indirect Channel.

Effective Date means the date on which this Agreement shall come into force and this shall be 1 ^st of January 2009.

FLM means Frito Lay Manufacturing LLC whose registered address is 142 900, Mezheninova, 5, Kashira, Moscow Region, Russian Federation.

Forecast means a forecast jointly prepared by the Parties pursuant to clause 6.2 setting out, inter alia, the Parties’ commercial expectations for the following year and the financial assumptions on which they are based.

Indirect Channel means that channel comprised of 3PD Customers or wholesalers who purchase the Products primarily for resale to other distributors or retailers.

KPI(s) means all those key performance indicators determined by FLM (taking into account the reasonable opinions of PCH) and which PCH shall track and report to FLM in accordance with Schedules L and S. and the introduction of which shall be subject to the prior approval of PCH, such approval not to be unreasonably withheld or delayed.

Modern Trade means any hypermarket, supermarket, discounter or any other Customer falling within this channel according to PCH’s channel classification prevailing on the Effective Date together with such other Customers as the Parties may determine (from time to time) acting reasonably.

Pallet means those pallets belonging to FLM on which the Product is shipped to PCH.

Parties means FLM and PCH.

PCH means PepsiCo Holdings LLC whose registered address is Sherrizone, Moscow Region, Russian Federation.

Price List shall mean the rouble price list setting out the prices at which FLM shall sell the Products to PCH and such list shall be determined in accordance with Schedule F, subject to clause 6.5. The Price List prevailing on the Effective Date is set forth at Schedule F.

Products means all those products sold by FLM to PCH from time to time pursuant hereto, all of which shall conform to the Quality Documents.

Proposing Party shall have the meaning ascribed to it in clause 6.5 of this Agreement.

Quality Specifications means all those quality specifications to which the Products shall conform in accordance with Russian law.

Quality Documents means the certificate of conformity, sanitary epidemiological conclusion and confirmation of quality and fitness for consumption for each of the Products.

Sales Force means either the Combined Sales Force or the Dedicated Sales Force (as the case may be.)

Schedule(s) mean all those schedules of this Agreement, which form an integral part hereof.

Total Sales Force means the Combined Sales Force and the Dedicated Sales Force.

Trademarks means “Lays”, “Lays Max”, “Cheetos” and “Hrusteam” and such other snack food trademarks under which the Products are sold from time to time.

Traditional Trade means any Customer falling within this channel according to PCH’s channel classification prevailing on the Effective Date (and this shall include on-premise customers) together with such other Customers as the Parties may determine (from time to time) acting reasonably.

Term means the term of this Agreement which shall be five years from the Effective Date subject to the relevant provisions of clause 6 and17.

Volume Plan means the annual plan setting out by region, city, Sales Force and Channel the volume of the Products to be sold during the following year throughout the Russian Federation.

3PD Agreements means a distribution or wholesale supply agreement (as the case may be) concluded by PCH with a 3PD Customer for the supply of the Products and/or the Beverages.

3PD Customers means any wholesaler or distributor within the Indirect Channel which purchases the Products from PCH.

2

General

With effect from the Effective Date FLM hereby appoints PCH as its distributor of the Products in the Channels throughout the Term in accordance with the terms and conditions hereof and PCH hereby accepts such appointment.

3

Sale of Products to PCH

3.1

FLM shall sell the Products to PCH at the Price List, prevailing on the day on which shipment of the Products [is scheduled to take place] [takes place.]

3.2

Any amendments to the Price List made in accordance herewith shall become effective 30 calendar days after PCH’s receipt of electronic notice thereof.

3.3

FLM shall recognize the income from the sale of Products to PCH at the moment of their delivery to PCH, which shall be deemed to have taken place upon signing of an act of acceptance by a duly authorized representative of PCH, whereupon title and risk in the Products shall pass to PCH.

3.4

If FLM delivers Products directly to Customers, FLM shall recognize the income from such sale from the moment a duly authorized representative of PCH confirms in writing that the Products have been loaded onto the delivery truck, whereupon title in the Products shall pass to PCH.

3.5

The Parties shall exchange between each other in accordance with their usual practices information confirming shipment and delivery of the Products to ensure their respective finance departments effect mutual reconciliation of such information by the last working day of each week and by the end of the first working day after each month of the Term.

3.6

The rights and obligations of the Parties with respect to the acceptance, rejection, and repackaging of the Products together with the presentation and settlement of any claims by PCH arising from the Products’ failure to conform to the Quality Specifications are set forth in Schedule L.

4

PCH’s Payment Terms

4.1

PCH shall pay for the Products within 30 calendar days of the date of their shipment.

4.2

The Parties shall ensure that at any time PCH shall not owe FLM an amount in excess of the Credit Limit.

4.3

The Credit Limit shall be tracked by the Parties on a monthly basis.

4.4

The Parties shall review the Credit Limit annually in good faith taking into account prevailing market conditions and shall endeavour to make reasonable changes thereto in the light of such review.

4.5

The Credit Limit does not include the cost of any Pallets. If PCH fails to return a Pallet to FLM within 6 months of its shipment in case of return to FLM’s Samara, Yekaterinburg & Novosibirsk branches and 3 month of its shipment in case of return to FLM’s Moscow and St. Petersburg branches PCH shall promptly pay FLM an amount equal to the prevailing invoice price at which FLM purchases replacement Pallets pursuant to arm’s length transactions.

4.6

All those other rights and obligations of the Parties in relation to the Pallets are set forth in Schedule L.

5

Terms of Delivery to PCH

5.1

The prices set forth in the prevailing Price List shall include the cost of primary transportation to the agreed place of delivery, which FLM shall bear.

5.2

The delivery destinations and the standard delivery terms to which all Product sold and distributed pursuant to the terms hereof shall be subject are more particularly described in Schedules S & L.

5.3

The Parties shall abide by the procedure for the collection and submission of orders for the Products by PCH together with the procedure for the fulfilment of such orders set forth in Schedule L.

6

Determining & Amending the Price List

6.1

The Price List and growth bonuses, which shall be in force from the Effective Date throughout 2009, subject to the provisions of clause 6.5 is set forth at Schedule F.

6.2

By 31 ^st of October of each year of the Term commencing in 2009, the Parties shall acting in good faith use all reasonable endeavours to agree the Forecast and the Price List.

6.3

The Forecast on which the Price List for 2009 is based is set forth in Schedule F.

6.4

No later than 30 ^th of September each year the Parties shall commence the negotiation of the Forecast and the Price List. If by 31 ^st of October of each year of the Term the Parties fail to agree in writing either the Forecast or the Price List for the following year, this Agreement shall terminate on 1 ^st of May of the following year.

6.5

At least once every quarter the Parties shall use their reasonable endeavours to review in good faith the prevailing Forecast against the latest actual market

data to which each component of the Forecast relates. If in the reasonable opinion of either party the Forecast is materially different to such actual data, such party may propose in writing appropriate amendment(s) to the Price List in the light of such difference (“the Proposing Party”) and the Parties shall use all reasonable endeavours to agree such amendments. If 30 days after the date upon which the Proposing Party delivers notice of its proposal to the other party, the Parties have failed to reach agreement on the amendments to the Price List, either party may terminate this Agreement by delivering written notice thereof on the other party in which case this Agreement shall terminate six months after the date of delivery of such notice.

6.6

Upon reasonable notice each party shall grant to the other prompt, full and unfettered access to all books and records maintained by such party in order to permit the other party to exercise its right of review set forth in clause 6.5.

6.7

If this Agreement is terminated pursuant to clauses 6.4 or 6.5, such termination shall not amount to a breach of contract by either party and the Price List prevailing immediately prior to (i) 31 ^st of October (in the case of clause 6.4) or (ii) the delivery of the Proposing Party’s notice (in the case of clause 6.5) shall re