ex4-1.htm


    EXHIBIT
4.1

    
      


       

       

       

       

      RIGHTS
AGREEMENT

       

      dated as
of May 4, 2009

       

      between

       

      THE PEPSI
BOTTLING GROUP, INC.

       

      and

       

      MELLON
INVESTOR SERVICES LLC,

       

      as Rights
Agent

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Table of Contents

       

       Page

       

      
        
          
            
              
                
                  
                    	
                            SECTION 1.

                          	
                            Certain
    Definitions

                          	
                            1

                          
	
                            SECTION 2.

                          	
                            Appointment of Rights
      Agent

                          	
                            9

                          
	
                            SECTION 3.

                          	
                            Issue of Rights and Right
      Certificates

                          	
                            9

                          
	
                            SECTION 4.

                          	
                            Form of Right
    Certificates

                          	
                            12

                          
	
                            SECTION 5.

                          	
                            Execution, Countersignature and
      Registration

                          	
                            12

                          
	
                            SECTION 6.

                          	
                            Transfer,
      Split-Up, Combination and Exchange of Right Certificates;
      Mutilated, Destroyed, Lost or Stolen Right Certificates;
      Uncertificated Rights

                          	
                            13

                          
	
                            SECTION 7.

                          	
                            Exercise of Rights; Expiration Date
      of Rights

                          	
                            14

                          
	
                            SECTION 8.

                          	
                            Cancelation and Destruction of Right
      Certificates

                          	
                            16

                          
	
                            SECTION 9.

                          	
                            Reservation and Availability of Preferred
      Shares

                          	
                            16

                          
	
                            SECTION 10.

                          	
                            Preferred Shares Record
      Date

                          	
                            17

                          
	
                            SECTION 11.

                          	
                            Adjustments
      in Rights After There Is an Acquiring Person; Exchange
      of Rights for Shares; Business Combinations

                          	
                            18

                          
	
                            SECTION 12.

                          	
                            Certain
      Adjustments

                          	
                            22

                          
	
                            SECTION 13.

                          	
                            Certificate of
      Adjustment

                          	
                            23

                          
	
                            SECTION 14.

                          	
                            Additional
      Covenants

                          	
                            23

                          
	
                            SECTION 15.

                          	
                            Fractional Rights and Fractional
      Shares

                          	
                            24

                          
	
                            SECTION 16.

                          	
                            Rights of Action

                          	
                            25

                          
	
                            SECTION 17.

                          	
                            Transfer and Ownership of Rights and Right
      Certificates

                          	
                            26

                          
	
                            SECTION 18.

                          	
                            Right Certificate Holder Not Deemed a
      Stockholder

                          	
                            26

                          
	
                            SECTION 19.

                          	
                            Concerning the Rights
    Agent

                          	
                            26

                          
	
                            SECTION 20.

                          	
                            Merger or Consolidation or Change of Rights
      Agent

                          	
                            27

                          
	
                            SECTION 21.

                          	
                            Duties of Rights
    Agent

                          	
                            28

                          
	
                            SECTION 22.

                          	
                            Change of Rights
    Agent

                          	
                            31

                          
	
                            SECTION 23.

                          	
                            Issuance of Additional Rights and Right
      Certificates

                          	
                            32

                          
	
                            SECTION 24.

                          	
                            Redemption and
    Termination

                          	
                            32

                          
	
                            SECTION 25.

                          	
                            Notices

                          	
                            33

                          
	
                            SECTION 26.

                          	
                            Supplements and
    Amendments

                          	
                            34

                          
	
                            SECTION 27.

                          	
                            Successors

                          	
                            35

                          
	
                            SECTION 28.

                          	
                            Benefits
      of Rights Agreement; Determinations and Actions by
      the Board, etc.

                          	
                            35

                          
	
                            SECTION 29.

                          	
                            Severability

                          	
                            35

                          
	
                            SECTION 30.

                          	
                            Governing Law

                          	
                            36

                          
	
                            SECTION 31.

                          	
                            Counterparts;
      Effectiveness

                          	
                            36

                          
	
                            SECTION 32.

                          	
                            Descriptive
      Headings

                          	
                            36

                          
	SECTION 33.	Force Majeure 	
                             36

                          


                  

                

              

            

          

        

      

      


       

      Exhibits

      A      Certificate
of Designation

      B      Form
of Right Certificate

      C      Summary
of Rights

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      RIGHTS AGREEMENT dated as of May 4,
2009 (the “Rights
Agreement”), between THE PEPSI BOTTLING GROUP, INC., a Delaware
corporation (the “Company”), and MELLON
INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent
(the “Rights
Agent”).

       

      The Board
of Directors of the Company (the “Board”) has
authorized and declared a dividend of one Right (as hereinafter defined) for
each share of (i) Common Stock, par value $0.01 per share, of the
Company (the “Common
Stock”) and (ii) Class B Common Stock, par value $0.01 per
share, of the Company (the “Class B Common
Stock”), in each case outstanding at the Close of Business (as
hereinafter defined) on May 14, 2009 (the “Record Date”), and
has authorized the issuance of one Right (as such number may hereafter be
adjusted pursuant to the provisions of this Rights Agreement) with respect to
each share of Common Stock and Class B Common Stock that shall become
outstanding (whether originally issued or delivered from the Company’s treasury)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date or the Expiration Date (as such terms are hereinafter defined);
provided, however, that Rights
may be issued with respect to shares of Common Stock and Class B Common
Stock that shall become outstanding after the Distribution Date (whether
originally issued or delivered from the Company’s treasury) and prior to the
earlier of the Redemption Date or the Expiration Date only in accordance with
the provisions of Section 23.  Each Right shall initially
represent the right to purchase one one-thousandth (1/1,000th) of a
share of Series A Preferred Stock, par value $0.01 per share, of the
Company (the “Preferred Shares”),
having the powers, rights and preferences set forth in the Certificate of
Designation attached hereto as Exhibit A.

       

      Accordingly, in consideration of the
premises and the mutual agreements herein set forth, the parties hereby agree as
follows:

       

                                     
SECTION 1.  Certain
Definitions.  For
purposes of this Rights Agreement, the following terms have the meanings
indicated:

       

      “Acquiring Person”
shall mean (1) any Person (other than PepsiCo, Inc. at any time prior to
the Major Pepsi Reduction Date) who or which, alone or together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of more
than 15% of the Common Shares then outstanding, but not including (a) at
any time prior to the Major Pepsi Reduction Date, PepsiCo, Inc., (b) the
Company, any Subsidiary of the Company, any employee benefit or compensation
plan of the Company or of any of its Subsidiaries or any Person organized,
appointed or established by the Company and holding Common Shares for or
pursuant to the terms of any such employee benefit or compensation plan or
(c) any such Person who has become and is the Beneficial Owner of more than
15% of the Common Shares at the time outstanding solely as the result of a
change in the aggregate number of Common Shares outstanding since the last date
on which such Person acquired Beneficial Ownership of any Common Shares, and
(2) PepsiCo, Inc., if at any time after the date of this Rights Agreement
and prior to the Major Pepsi Reduction Date, PepsiCo, Inc. or any of its
Affiliates acquires Beneficial Ownership of any Common Shares , whether or not
such acquisition results in an increase in the percentage of Beneficial
Ownership of Common Shares by PepsiCo, Inc., together with its Affiliates,
relative to the percentage of Beneficial Ownership of Common Shares by PepsiCo,
Inc., together with its Affiliates, as of the date of this Rights Agreement;
provided, however, that the
term “Acquiring Person” shall not include any Person who or which, alone or
together with all Affiliates and Associates of such Person, would have become an
“Acquiring Person” pursuant to clause (1) or (2) solely as the result of the
acquisition by such Person or one or more of its Affiliates or Associates of
Beneficial Ownership of additional Common Shares if the Board determines that
such acquisition was made in good faith without the knowledge by such Person or
one or more of its Affiliates or Associates that such Person would thereby
become an Acquiring Person, which determination of the Board shall be conclusive
and binding on such Person, the Rights Agent, the holders of the Rights and all
other Persons.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      Notwithstanding
the proviso to the prior sentence, if any Person that is not an Acquiring Person
due to such proviso does not (x) in the case of a Person who or which
otherwise would have become an Acquiring Person pursuant to clause (1),
reduce its percentage of Beneficial Ownership of Common Shares to 15% or less or
(y) in the case of PepsiCo, Inc. prior to the Major Pepsi Reduction Date,
divest itself (or cause any such Affiliates to divest itself) of such additional
Common Shares, in each case by the Close of Business on the tenth calendar day
after notice from the Company (the date of notice being the first day) that such
Person’s Beneficial Ownership of Common Shares would make it an Acquiring
Person, such Person shall, at the end of such ten calendar day period, become an
Acquiring Person (and such proviso shall no longer apply to such
Person).

       

      “Affiliate” and “Associate”, when used
with reference to any Person, shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the date of this Rights Agreement.

       

      A Person shall be deemed the “Beneficial Owner” of,
and shall be deemed to “beneficially own”,
and shall be deemed to have “Beneficial Ownership”
of, any securities:

       

      (a)  which such Person or any
of such Person’s Affiliates or Associates is deemed to “beneficially own”
within the meaning of Rule 13d-3 of the General Rules and Regulations under
the Exchange Act, as in effect on the date of this Rights
Agreement;

       

      (b)  which such Person or any
of such Person’s Affiliates or Associates has, directly or indirectly:
(i) the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding (written or oral), or upon the exercise of conversion rights,
exchange rights, rights (other than the Rights), warrants or options, or
otherwise; provided, however, that a
Person shall not be deemed under this clause (i) to be the Beneficial Owner
of, or to beneficially own, or to have Beneficial Ownership of, any securities
tendered pursuant to a tender or exchange offer made by or on behalf of such
Person or any of such Person’s Affiliates or Associates until such tendered
securities are accepted for purchase or exchange thereunder or cease to be
subject to withdrawal by the tendering security holder; or (ii) the right
to vote or dispose of, including pursuant to any agreement, arrangement or
understanding (written or oral); provided, however, that a
Person shall not be deemed under this clause (ii) to be the Beneficial
Owner of, or to beneficially own, or to have Beneficial Ownership of, any
security if (A) the agreement, arrangement or understanding (written or
oral) to vote such security arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or consent solicitation made
generally to all holders of Common Shares of the Company pursuant to, and in
accordance with, the applicable rules and regulations under the Exchange Act and
(B) the beneficial ownership of such security is not also then reportable
on Schedule 13D or 13G under the Exchange Act (or any comparable or
successor report);

       

       

      
        
          
          

        

        
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      (c)  which are beneficially
owned, directly or indirectly, by any other Person (or an Affiliate or Associate
thereof) with which such Person (or any of such Person’s Affiliates or
Associates) has (i) any agreement, arrangement or understanding (written or
oral) for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in the proviso to clause (b)(ii) of this
definition) or disposing of any voting securities of the Company or
(ii) any agreement, arrangement or understanding (written or oral) to
cooperate in obtaining, changing or influencing the control of the Company;
or

       

      (d)  which are the subject
of, or the reference securities for, or that underlie, any Derivative Interest
of such Person or any of such Person’s Affiliates or Associates, with the number
of Common Shares deemed Beneficially Owned being the notional or other number of
Common Shares specified in the documentation evidencing the Derivative Interest
as being subject to be acquired upon the exercise or settlement of the
Derivative Interest or as the basis upon which the value or settlement amount of
such Derivative Interest is to be calculated in whole or in part or, if no such
number of Common Shares is specified in such documentation, as determined by the
Board in its sole discretion to be the number of Common Shares to which the
Derivative Interest relates.

       

      Notwithstanding
the foregoing, nothing contained in this definition shall cause a Person
ordinarily engaged in business as an underwriter of securities to be deemed the
“Beneficial
Owner” of, or to “beneficially own”, or
to have “Beneficial
Ownership” of, any securities acquired in a bona fide firm commitment
underwriting pursuant to an underwriting agreement with the
Company.

       

      “Board” shall have the
meaning set forth in the introductory paragraph of this Rights
Agreement.

       

      “Book Value”, when
used with reference to Common Shares issued by any Person, shall mean the amount
of equity of such Person applicable to each Common Share, determined (a) in
accordance with generally accepted accounting principles in effect on the date
as of which such Book Value is to be determined, (b) using all the
consolidated assets and all the consolidated liabilities of such Person on the
date as of which such Book Value is to be determined, except that no value shall
be included in such assets for goodwill arising from consummation of a business
combination, and (c) after giving effect to (i) the exercise of all
rights, options and warrants to purchase such Common Shares (other than the
Rights), and the conversion of all securities convertible into such Common
Shares, at an exercise or conversion price, per Common Share, which is less than
such Book Value before giving effect to such exercise or conversion (whether or
not exercisability or convertibility is conditioned upon occurrence of a future
event), (ii) all dividends and other distributions on the capital stock of
such Person declared prior to the date as of which such Book Value is to be
determined and to be paid or made after such date, and (iii) any other
agreement, arrangement or understanding (written or oral), or transaction or
other action contemplated prior to the date as of which such Book Value is to be
determined that would have the effect of thereafter reducing such Book
Value.

       

       

      
        
          
          

        

        
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      “Business Combination”
shall have the meaning set forth in Section 11(c)(i).

       

      “Business Day” shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in the Borough of Manhattan, the City of
New York, or the State of New Jersey are authorized or obligated by law or
executive order to close.

       

      “Certificate of
Designation” shall mean the Certificate of Designation of the Preferred
Shares, a copy of which is attached hereto as Exhibit A.

       

      “Class B Common Stock”
shall have the meaning set forth in the introductory paragraph of this Rights
Agreement.

       

      “Class B Common
Shares” shall mean the shares of Class B Common Stock or any other shares
of capital stock of the Company into which the Class B Common Stock shall be
reclassified or changed.

       

      “Close of Business” on
any given date shall mean 5:00 p.m., New York City time, on such date;
provided, however, that, if
such date is not a Business Day, “Close of Business”
shall mean 5:00 p.m., New York City time, on the next succeeding Business
Day.

       

      “Common Shares”, when
used with reference to the Company prior to a Business Combination, shall mean
the shares of Common Stock or any other shares of capital stock of the Company
into which the Common Stock shall be reclassified or changed.  “Common Shares”, when
used with reference to any Person (other than the Company prior to a Business
Combination), shall mean shares of capital stock of such Person (if such Person
is a corporation) of any class or series, or units of equity interests in such
Person (if such Person is not a corporation) of any class or series, the terms
of which do not limit (as a maximum amount and not merely in proportional terms)
the amount of dividends or income payable or distributable on such class or
series or the amount of assets distributable on such class or series upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person
and do not provide that such class or series is subject to redemption at the
option of such Person, or any shares of capital stock or units of equity
interests into which the foregoing shall be reclassified or changed, and if
there shall be more than one class or series of such shares of capital stock or
units of equity interests of such Person, then “Common Shares” of
such Person shall mean the class or series of capital stock of such Person or
units of equity interests in such Person having voting power (being the power
under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of such Person (if such Person
is a corporation) or to participate in the management and control of such Person
(if such Person is not a corporation)), or in the case of multiple classes or
series having voting power, having the greatest voting power.

       

       

      
        
          
          

        

        
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      “Common Stock” shall
have the meaning set forth in the introductory paragraph of this Rights
Agreement.

       

      “Company” shall have
the meaning set forth in the heading of this Rights Agreement; provided, however, that if
there is a Business Combination, “Company” shall have
the meaning set forth in Section 11(c)(iii).

       

      The term “control” with respect
to any Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, by or through stock ownership, agency or
otherwise, or pursuant to or in connection with an agreement, arrangement or
understanding (written or oral) with one or more other Persons by or through
stock ownership, agency or otherwise; and the terms “controlling” and
“controlled”
shall have meanings correlative to the foregoing.

       

      “Distribution Date”
shall have the meaning set forth in Section 3(b).

       

      “Derivative Interest”
shall mean any derivative securities (as defined under Rule 16a-1 under the
Exchange Act) that increase in value as the value of the underlying equity
increases, including, but not limited to, a long convertible security, a long
call option and a short put option position, in each case, regardless of whether
(x) such interest conveys any voting rights in such security, (y) such
interest is required to be, or is capable of being, settled through delivery of
such security or (z) transactions hedge the economic effect of such
interest.

       

      “Exchange Act” shall
mean the Securities Exchange Act of 1934, as in effect on the date in question,
unless otherwise specifically provided.

       

      “Exchange
Consideration” shall have the meaning set forth in
Section 11(b)(i).

       

      “Expiration Date”
shall mean the Close of Business on the first anniversary of the date of
this Rights Agreement.

       

      “including” shall mean
including, without limitation.

       

       

      
        
          
          

        

        
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      “Major Part”, when
used with reference to the assets of the Company and its Subsidiaries as of any
date, shall mean assets (a) having a fair market value aggregating 50% or
more of the total fair market value of all the assets of the Company and its
Subsidiaries (taken as a whole) as of the date in question, (b) accounting
for 50% or more of the total value (net of depreciation and amortization) of all
the assets of the Company and its Subsidiaries (taken as a whole) as would be
shown on a consolidated or combined balance sheet of the Company and its
Subsidiaries as of the date in question, prepared in accordance with generally
accepted accounting principles then in effect, or (c) accounting for 50% or
more of the total amount of earnings before interest, taxes, depreciation and
amortization or of the revenues of the Company and its Subsidiaries (taken as a
whole) as would be shown on, or derived from, a consolidated or combined
statement of income or net earnings of the Company and its Subsidiaries for the
period of 12 months ending on the last day of the Company’s monthly
accounting period next preceding the date in question, prepared in accordance
with generally accepted accounting principles then in effect.

       

      “Major Pepsi Reduction
Date” shall mean the earliest date on which PepsiCo, Inc., together with
its Affiliates, shall Beneficially Own (i) a total number of Common Shares and
Class B Common Shares not exceeding 15% of the Common Shares then outstanding
(after giving effect to the issuance of any Common Shares issuable upon
conversion of the Class B Common Shares both for purposes of calculating the
Beneficial Ownership of PepsiCo, Inc. and its Affiliates and for purposes of
calculating the Common Shares then outstanding) and (ii) a total number of
Common Shares and Class B Common Shares not exceeding 15% of the total voting
power of all Common Shares and Class B Common Shares then
outstanding.

       

      “Market Value”, when
used with reference to Common Shares on any date, shall mean the average of the
daily closing prices, per share, of such Common Shares for the period which is
the shorter of (a) 30 consecutive Trading Days ending on the Trading
Day immediately prior to the date in question or (b) the number of
consecutive Trading Days beginning on the Trading Day immediately after the date
of the first public announcement of the event requiring a determination of the
Market Value of Common Shares and ending on the Trading Day immediately prior to
the record date of such event.  The closing price for each Trading Day
shall be the closing price quoted on the composite tape for securities listed on
the New York Stock Exchange, or, if such securities are not quoted on such
composite tape or if such securities are not listed on such exchange, on the
principal United States securities exchange registered under the Exchange Act
(or any recognized foreign stock exchange) on which such securities are listed,
or, if such securities are not listed on any such exchange, the closing price
(or, if no sale takes place on such Trading Day, the average of the closing bid
and asked prices on such Trading Day) as quoted on any reputable quotations
system specified by the Board, or if no such quotations are available, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in such securities selected by the Board, or if on
any such Trading Day no market maker is making a market in such securities, the
closing price of such securities on such Trading Day shall be deemed to be the
fair value of such securities as determined in good faith by the
Board (whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent, the holders of Rights and
all other Persons); provided, however, that if a
Trading Day occurs during a period following an announcement of any action of
the type described in Section 12(a) that would require an adjustment
thereunder by the issuer of the securities the closing price of which is to be
determined, then, and in each such case, the closing price of such securities
shall be appropriately adjusted to reflect the effect of such action on the
market price of such securities; and provided further,
however, that
for the purpose of determining the closing price of the Preferred Shares for any
Trading Day on which there is no market maker for the Preferred Shares, the
closing price on such Trading Day shall be deemed to be the Formula Number (as
defined in the Certificate of Designation) multiplied by the closing price of
the Common Shares of the Company on such Trading Day.

       

       

      
        
          
          

        

        
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      “Person” shall mean an
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization or other entity, and
shall include any successor (by merger or otherwise) thereof or
thereto.

       

      “Post Transferee”
shall have the meaning set forth in Section 7(e).

       

      “Preferred Shares”
shall have the meaning set forth in the introductory paragraph of this Rights
Agreement.  Any reference in this Rights Agreement to Preferred Shares
shall be deemed to include any authorized fraction of a Preferred Share, unless
the context otherwise requires.

       

      “Principal Party”
shall mean the Surviving Person in a Business Combination; provided, however, that,
(i) if such Surviving Person is a direct or indirect Subsidiary of any
other Person, “Principal Party”
shall mean the Person which is the ultimate parent of such Surviving Person, and
(ii) in the event ultimate control of such Surviving Person is shared by
two or more Persons, “Principal Party”
shall mean that Person that is immediately controlled by such two or more
Persons.

       

      “Prior Transferee”
shall have the meaning set forth in Section 7(e).

       

      “Purchase Price” with
respect to each Right shall mean $100.00, as such amount may from time to time
be adjusted as provided in this Rights Agreement, and shall be payable in lawful
money of the United States of America.  All references herein to the
Purchase Price shall mean the Purchase Price as in effect at the time in
question.

       

      “Record Date” shall
have the meaning set forth in the introductory paragraph of this Rights
Agreement.

       

      “Redemption Date”
shall have the meaning set forth in Section 24(a).

       

      “Redemption Price”
with respect to each Right shall mean $0.01, as such amount may from time to
time be adjusted in accordance with Section 12.  All references
herein to the Redemption Price shall mean the Redemption Price as in effect at
the time in question.

       

       

      
        
          
          

        

        
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      “Registered Common
Shares” shall mean Common Shares that are, as of the date of consummation
of a Business Combination, and have continuously been for the 12 months
immediately preceding such date, registered under Section 12 of the
Exchange Act, and if a Person has multiple classes or series of Registered
Common Shares outstanding, “Registered Common
Shares” of such Person shall mean the class or series of Registered
Common Shares of such Person having voting power (being the power under ordinary
circumstances (and not merely upon the happening of a contingency) to vote in
the election of directors of such Person (if such Person is a corporation) or to
participate in the management and control of such Person (if such Person is not
a corporation)), or in the case of multiple classes or series having voting
power, having the greatest voting power.

       

      “Right Certificate”
shall mean a certificate evidencing a Right in substantially the form attached
hereto as Exhibit B.

       

      “Rights” shall mean
the rights to purchase Preferred Shares (or other securities) as provided in
this Rights Agreement.

       

      “Securities Act” shall
mean the Securities Act of 1933, as in effect on the date in question, unless
otherwise specifically provided.

       

      “Subsidiary” shall
mean a Person, at least a majority of the total outstanding voting power (being
the power under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of such Person (if such Person
is a corporation) or to participate in the management and control of such Person
(if such Person is not a corporation)) of which is owned, directly or
indirectly, by another Person or by one or more other Subsidiaries of such other
Person or by such other Person and one or more other Subsidiaries of such other
Person.

       

      “Surviving Person”
shall mean (a) the Person which is the continuing or surviving Person in a
consolidation or merger specified in Section 11(c)(i)(A)
or 11(c)(i)(B) or (b) the Person to which the Major Part of the assets
of the Company and its Subsidiaries is sold, leased, exchanged or otherwise
transferred or disposed of in a transaction specified in
Section 11(c)(i)(C); provided, however, that, if the
Major Part of the assets of the Company and its Subsidiaries is sold, leased,
exchanged or otherwise transferred or disposed of in one or more related
transactions specified in Section 11(c)(i)(C) to more than one Person, the
“Surviving
Person” in such case shall mean the Person that acquired assets of the
Company and/or its Subsidiaries with the greatest fair market value in such
transaction or transactions.

       

      “Trading Day” shall
mean a day on which the principal national securities exchange (or principal
recognized foreign stock exchange, as the case may be) on which any securities
or Rights, as the case may be, are listed or admitted to trading is open for the
transaction of business or, if the securities or Rights in question are not
listed or admitted to trading on any national securities exchange (or recognized
foreign stock exchange, as the case may be), a Business Day.

       

       

      
        
          
          

        

        
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SECTION 2.  Appointment of Rights
Agent.  The Company hereby appoints the Rights Agent to act
as agent for the Company in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such appointment.  The Company may
from time to time appoint one or more co-Rights Agents as it may deem necessary
or desirable (the term “Rights Agent” being
used herein to refer, collectively, to the Rights Agent together with any such
co-Rights Agents).  In the event the Company appoints one or more
co-Rights Agents, the respective duties of the Rights Agent and any co-Rights
Agents shall be as the Company shall determine, and shall be provided in writing
to the Rights Agent and any such co-Rights Agent.  Subject to Section
21(c), the Rights Agent shall have no duty to supervise and shall not be liable
for the acts or omissions of any such co-Rights Agents.

       

               
                      SECTION 3.  Issue of Rights and Right
Certificates.  (a)  One Right shall be associated
with each Common Share and Class B Common Share outstanding on the Record Date,
each additional Common Share and Class B Common Share that shall become
outstanding between the Record Date and the earliest of the Distribution Date,
the Redemption Date or the Expiration Date and each additional Common Share and
Class B Common Share with which Rights are issued after the Distribution Date
but prior to the earlier of the Redemption Date or the Expiration Date as
provided in Section 23, subject to adjustment as provided in this Rights
Agreement.

       

      (b)  Until the earlier of
(i) such date on which the Company learns that a Person has become an
Acquiring Person and (ii) such date, if any, as may be designated by the
Board following the commencement of, or first public disclosure of an intent to
commence, a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit or compensation plan of the
Company or of any of its Subsidiaries, or any Person organized, appointed or
established by the Company and holding Common Shares for or pursuant to the
terms of any such employee benefit or compensation plan) for outstanding Common
Shares, if upon consummation of such tender or exchange offer such Person could
be the Beneficial Owner of more than 15% of the outstanding Common Shares (the
Close of Business on the earlier of such dates being the “Distribution Date”),
(x) the Rights shall, except as otherwise provided in Section 3(c), be
evidenced by the certificates for Common Shares or Class B Common Shares,
as the case may be, registered in the names of the holders thereof, or, in the
case of Common Shares held in uncertificated form, by the transaction statement
or other record of ownership of such Common Shares, and not by separate Right
Certificates, and (y) the Rights, including the right to receive Right
Certificates, shall be transferable only in connection with the transfer of the
underlying Common Shares or Class B Common Shares, as the case may
be.  As soon as practicable after the Distribution Date, the Company
shall prepare and execute, the Rights Agent shall countersign, and the Company
will send or cause to be sent (and the Rights Agent shall, if requested and
provided with all necessary information, send) by first-class, postage-prepaid
mail, to each record holder of Common Shares and each record holder of
Class B Common Shares, in each case as of the Close of Business on the
Distribution Date, at the address of such holder shown on the records of the
Company or the transfer agent or registrar for the Common Shares, one or more
Right Certificates evidencing one whole Right for each Common Share and one
whole Right for each Class B Common Share held by such record holder,
subject to the provisions of Section 15 and to adjustment as provided in
this Rights Agreement.  As of and after the Distribution Date, the
Rights shall be evidenced solely by such Right Certificates.  The
Company shall, as promptly as practicable, notify the Rights Agent in writing
upon the occurrence of the Distribution Date and, if such notification is given
orally, the Company shall confirm same in writing on or prior to the Business
Day next following.  Until such notice is received by the Rights
Agent, the Rights Agent may presume conclusively for all purposes that the
Distribution Date has not occurred.

       

       

      
        
          
          

        

        
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      (c)  As soon as practicable
after the Record Date, the Company will send a copy of a Summary of Rights to
Purchase Preferred Shares, in substantially the form attached hereto as
Exhibit C (the “Summary of Rights”),
by first-class, postage-prepaid mail, to each record holder of Common Shares and
each record holder of Class B Shares in each case as of the Close of
Business on the Record Date at the address of such holder shown on the records
of the Company or the transfer agent or registrar for the Common
Shares.  With respect to any Common Shares and Class B Common
Shares outstanding as of the Record Date, and until the earliest of the
Distribution Date, the Redemption Date or the Expiration Date, (i) in the case
of certificated shares, (A) the Rights associated with the Common Shares or
Class  B Common Shares, as the case may be, represented by any certificate
shall be evidenced by such certificate for the Common Shares or Class  B
Common Shares, as the case may be, with a copy of the Summary of Rights attached
thereto and the registered holders of the Common Shares and Class B Common
Shares shall also be the registered holders of the associated Rights and (B) the
surrender for transfer of any such certificate, even without a copy of the
Summary of Rights attached thereto, shall also constitute the transfer of the
Rights associated with the Common Shares or Class  B Common Shares, as the
case may be, represented thereby, and (ii) in the case of Common Shares held in
uncertificated form, (A) the Rights associated with the Common Shares shall be
evidenced by the balances indicated in the book-entry account system of the
transfer agent for such Common Shares and the registered holders of the Common
Shares shall also be the registered holders of the associated Rights and (B) the
transfer of any Common Shares in the book-entry account system of the transfer
agent for such Common Shares shall also constitute the transfer of the Rights
associated with such Common Shares.

       

      (d)  In the case of
certificated Common Shares and Class B Common Shares, certificates issued
for Common Shares and Class B Common Shares after the Record Date
(including upon transfer or exchange of outstanding Common Shares and
Class B Common Shares), but prior to the earliest of the Distribution Date,
the Redemption Date or the Expiration Date, shall have printed on, written on or
otherwise affixed to them a legend in substantially the following
form:

       

       

      
        
          
          

        

        
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      This certificate also evidences and
entitles the holder hereof to certain Rights as set forth in a Rights Agreement
dated as of May 4, 2009 (as it may be amended from time to time (the “Rights
Agreement”)), between THE PEPSI BOTTLING GROUP, INC. (the “Company”) and MELLON
INVESTOR SERVICES LLC, as Rights Agent (the “Rights Agent”), the terms of which
(including restrictions on the transfer of such Rights) are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of the Company.  Under certain circumstances, as set forth in
the Rights Agreement, such Rights shall be evidenced by separate certificates
and shall no longer be evidenced by this certificate.  The Company
shall mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor.  RIGHTS
BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

       

      Notwithstanding
this Section 3(d), neither the omission of a legend nor the inclusion of a
legend that makes reference to a rights agreement other than the Rights
Agreement shall affect the enforceability of any part of this Rights Agreement
or the rights of any holder of Rights.

       

      (e)  In the case of Common
Shares held in uncertificated form, the Company shall cause the confirmation and
account statements sent to holders of Common Shares in book-entry form
(including upon transfer or exchange of outstanding Common Shares) prior to the
earliest of the Distribution Date, the Redemption Date or the Expiration Date to
bear a legend in substantially the following form:

       

      Each share of Common Stock, par value
$0.01 per share, of THE PEPSI BOTTLING GROUP, INC. (the “Company”) entitles the
holder thereof to certain Rights as set forth in a Rights Agreement dated as of
May 4, 2009 (as it may be amended from time to time (the “Rights Agreement”)),
between the Company and MELLON INVESTOR SERVICES LLC, as Rights Agent (the
“Rights Agent”), the terms of which (including restrictions on the transfer of
such Rights) are hereby incorporated herein by reference and a copy of which is
on file at the principal executive offices of the Company.  Under
certain circumstances, as set forth in the Rights Agreement, such Rights shall
be evidenced by separate certificates and shall no longer be evidenced by the
shares to which this statement relates.  The Company shall mail to the
holder of shares to which this statement relates a copy of the Rights Agreement
without charge after receipt of a written request therefor.  RIGHTS
BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

       

       

      
        
          
          

        

        
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      Notwithstanding
this Section 3(e), neither the omission of a legend nor the inclusion of a
legend that makes reference to a rights agreement other than the Rights
Agreement shall affect the enforceability of any part of this Rights Agreement
or the rights of any holder of Rights.

       

                                     
SECTION 4.  Form of Right
Certificates.  The Right Certificates (and the form of
election to purchase and form of assignment to be printed on the reverse side
thereof) shall be in substantially the form set forth as Exhibit B hereto
and may have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem appropriate
(but which do not affect the rights, duties or responsibilities of the Rights
Agent) and as are not inconsistent with the provisions of this Rights Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage.  Subject to the other provisions of this Rights Agreement
(including Sections 7, 11 and 23), the Right Certificates, whenever
issued, shall be dated as of the Distribution Date and shall entitle the holders
thereof to purchase such number of Preferred Shares as shall be set forth
therein for the Purchase Price set forth therein, subject to adjustment as
provided in this Rights Agreement.

       

               
                      SECTION 5.  Execution, Countersignature and
Registration.  (a)  The Right Certificates shall
be executed on behalf of the Company by (x) the Chairman, or any Vice
President, and by the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer or (y) any two officers designated by the Board, either
manually or by facsimile signature, and may have affixed thereto the Company’s
seal or a facsimile thereof.  The Right Certificates shall be
countersigned by the Rights Agent either manually or, at the Company’s option,
by facsimile signature, and shall not be valid or obligatory for any purpose
unless so countersigned.  In the event that any officer of the Company
who shall have signed any of the Right Certificates shall cease to be such an
officer of the Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such Right Certificates may nevertheless be
countersigned by the Rights Agent and issued and delivered by the Company with
the same force and effect as though the person who signed such Right
Certificates had not ceased to be such an officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of execution of such Right Certificate, shall be a proper officer of
the Company to sign such Right Certificate, although at the date of execution of
this Rights Agreement any such person was not such an officer of the
Company.

       

      (b)  Following the
Distribution Date, the Rights Agent shall keep or cause to be kept, at its
office designated for such purpose, books for registration and transfer of the
Right Certificates issued hereunder.  Such books shall show the names
and addresses of the respective holders of the Right Certificates, the number of
Rights evidenced by each of the Right Certificates, the certificate number of
each of the Right Certificates and the date of each of the Right
Certificates.

       

       

      
        
          
          

        

        
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                  SECTION 6.  Transfer, Split-Up, Combination and Exchange
of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates;
Uncertificated Rights.  (a)  Subject to
Sections 7(e) and 15, at any time after the Distribution Date, and at
or prior to the Close of Business on the earlier of the Redemption Date or the
Expiration Date, any Right Certificate or Right Certificates (other than Right
Certificates representing Rights that have become null and void pursuant to
Section 7(e)) may be transferred, split-up, combined or exchanged for another
Right Certificate or Right Certificates representing, in the aggregate, the same
number of Rights as the Right Certificate or Right Certificates surrendered then
represented.  The Right Certificates are transferable only on the
registry books of the Rights Agent.  Any registered holder desiring to
transfer, split-up, combine or exchange any Right Certificate or Right
Certificates shall make such request in writing delivered to the Rights Agent
and shall surrender the Right Certificate or Right Certificates to be
transferred, split-up, combined or exchanged at the office of the Rights Agent
designated for such purpose; provided, however, that neither
the Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any Right Certificate surrendered for
transfer until the registered holder shall have properly completed and duly
signed the certification contained in the form of assignment on the reverse side
of such Right Certificate and shall have provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company or the Rights Agent shall reasonably
request.  Thereupon the Rights Agent shall, subject to
Sections 7(e) and 15, countersign and deliver to the Person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested.  The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split-up, combination or exchange of Right Certificates.  If
and to the extent the Company does require payment of any such taxes or charges,
the Company shall give the Rights Agent prompt written notice thereof and the
Rights Agent shall not deliver any Right Certificate unless and until it is
satisfied that all such payments have been made, and the Rights Agent shall
promptly forward any such sum collected by it to the Company or to such Persons
as the Company may specify by written notice.

       

      (b)  Upon receipt by the
Company and the Rights Agent of evidence reasonably satisfactory to them of the
loss, theft, destruction or mutilation of a valid Right Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company’s request, reimbursement to the
Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancelation of the Right Certificate if
mutilated, the Company shall execute a new Right Certificate of like tenor and
deliver such new Right Certificate to the Rights Agent for countersignature and
delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

       

      (c)  Notwithstanding any
other provision hereof, the Company and the Rights Agent may amend this Rights
Agreement to provide for uncertificated Rights in addition to or in place of
Rights evidenced by Right Certificates.

       

       

       

      
        
          
          

        

        
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                  SECTION 7.  Exercise of Rights; Expiration Date of
Rights.  (a)  Subject to the other provisions of
this Rights Agreement (including Section 7(e) and Section 11), each
Right shall entitle the registered holder thereof, upon exercise thereof as
provided in this Rights Agreement, to purchase for the Purchase Price, at any
time after the Distribution Date and at or prior to the earlier of (i) the
Expiration Date and (ii) the Redemption Date, one one-thousandth
(1/1,000th) of a Preferred Share, subject to adjustment as provided in this
Rights Agreement.

       

      (b)  Subject to the other
provisions of this Rights Agreement (including Section 7(e)), the
registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided in this Rights Agreement) in whole or in
part at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
properly completed and duly executed, to the Rights Agent at the office of the
Rights Agent designated for such purpose, together with payment of the Purchase
Price for each one one-thousandth (1/1,000th) of a Preferred Share (as such
fraction may be adjusted as provided in this Rights Agreement) as to which the
Rights are exercised, at or prior to the earlier of (i) the Expiration Date
and (ii) the Redemption Date.

       

      (c)  Subject to the other
provisions of this Rights Agreement (including Section 7(e)), upon receipt
of a Right Certificate representing exercisable Rights, with the form of
election to purchase properly completed and duly executed, accompanied by
payment of the Purchase Price for the Preferred Shares to be purchased together
with an amount equal to any applicable transfer tax, in lawful money of the
United States of America, in cash or by certified check or money order payable
to the order of the Company, the Rights Agent shall thereupon promptly
(i) either (A) requisition from any transfer agent of the Preferred
Shares (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of Preferred Shares to be purchased
and the Company hereby irrevocably authorizes its transfer agent to comply with
all such requests or (B) if the Company shall have elected to deposit the
Preferred Shares with a depositary agent under a depositary arrangement,
requisition from the depositary agent depositary receipts representing the
number of one one-thousandths (1/1,000ths) of a Preferred Share (as such
fraction may be adjusted as provided in this Rights Agreement) to be purchased
(in which case certificates for the Preferred Shares to be represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company shall direct the depositary agent to comply with all such requests,
(ii) when necessary to comply with this Rights Agreement (or otherwise when
appropriate, as determined by the Company with notice to the Rights Agent),
requisition from the Company the amount of cash, if any, to be paid in lieu of
issuance of fractional shares in accordance with Section 15,
(iii) after receipt of such certificates or depositary receipts, cause the
same to be delivered to or, upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be designated by such
holder and (iv) when necessary to comply with this Rights Agreement (or
otherwise when appropriate, as determined by the Company with notice to the
Rights Agent), after receipt thereof, deliver such cash, if any, to or upon the
order of the registered holder of such Right Certificate.

       

       

      
        
          
          

        

        
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      (d)  In case the registered
holder of any Right Certificate shall exercise fewer than all the Rights
evidenced thereby, a new Right Certificate evidencing Rights equivalent to the
Rights remaining unexercised shall be issued by the Rights Agent and delivered
to the registered holder of such Right Certificate or to such holder’s duly
authorized assigns, subject to the provisions of Section 15.

       

      (e)  Notwithstanding anything
in this Rights Agreement to the contrary, any Rights that are at any time
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate
of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
Associate or Affiliate of such Acquiring Person) who becomes a transferee after
the Acquiring Person becomes such (a “Post Transferee”),
(iii) a transferee of an Acquiring Person (or of any Associate or Affiliate
of such Acquiring Person) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person
(or from such Affiliate or Associate) to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person (or such
Affiliate or Associate) has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the
Board has determined is part of a plan, arrangement or understanding which has
as a primary purpose or effect the avoidance of this Section 7(e) (a “Prior Transferee”),
or (iv) any subsequent transferee receiving transferred Rights from a Post
Transferee or a Prior Transferee, either directly or through one or more
intermediate transferees, shall become null and void without any further action
and no holder of such Rights shall have any rights whatsoever with respect to
such Rights, whether under any provision of this Rights Agreement or
otherwise.  The Company shall use all reasonable efforts to ensure
that the provisions of this Section 7(e) are complied with, but shall have
no liability to any holder of any Right Certificate or any other Person as a
result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliate or Associate, or any transferee thereof,
hereunder.  The Company shall give the Rights Agent written notice of
the identity of any Acquiring Person, Associate or Affiliate known to it, or the
nominee of any of the foregoing, and the Rights Agent may rely on such notice in
carrying out its duties under this Agreement and shall be deemed not to have any
knowledge of the identity of any such Acquiring Person, Associate or Affiliate,
or the nominee of any of the foregoing unless and until it shall have received
such notice.

       

      (f)  Notwithstanding anything
in this Rights Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to a registered
holder of any Right Certificates upon the occurrence of any purported exercise
as set forth in this Section 7 unless such registered holder shall have
(i) properly completed and duly signed the certificate contained in the
form of election to purchase set forth on the reverse side of the Right
Certificate surrendered for such exercise and (ii) provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably
request.

       

       

      
        
          
          

        

        
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SECTION 8.  Cancelation and Destruction of Right
Certificates.  All Right Certificates surrendered or
presented for the purpose of exercise, transfer, split-up, combination or
exchange shall, and any Right Certificate representing Rights that have become
null and void and nontransferable pursuant to Section 7(e) surrendered or
presented for any purpose shall, if surrendered or presented to the Company or
to any of its agents, be delivered to the Rights Agent for cancelation or in
canceled form, or, if surrendered or presented to the Rights Agent, shall be
canceled by it, and no Right Certificates shall be issued in lieu thereof except
as expressly permitted by this Rights Agreement.  The Company shall
deliver to the Rights Agent for cancelation and retirement, and the Rights Agent
shall so cancel and retire, any Right Certificate purchased or acquired by the
Company.  The Rights Agent shall deliver all canceled Right
Certificates to the Company, or shall, at the written request of the Company,
destroy such canceled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

       

               
                      SECTION 9.  Reservation and Availability of Preferred
Shares.  (a)  The Company shall cause to be
reserved and kept available out of its authorized and unissued Preferred Shares
or any authorized and issued Preferred Shares held in its treasury, free from
preemptive rights or any right of first refusal, a number of Preferred Shares
sufficient to permit the exercise in full of all outstanding
Rights.

       

      (b)  If there are not
sufficient Preferred Shares issued but not outstanding or authorized but
unissued to permit the exercise or exchange of Rights in accordance with this
Rights Agreement, the Company shall take all such action as may be necessary to
authorize additional Preferred Shares for issuance upon the exercise or exchange
of Rights pursuant to this Rights Agreement; provided, however, that if the
Company is unable to cause the authorization of additional Preferred Shares,
then the Company shall, or, if action by the Company’s stockholders is necessary
to cause such authorization, in lieu of seeking any such authorization, the
Company may, to the extent necessary and permitted by applicable law and any
agreements or instruments in effect prior to the Distribution Date to which it
is a party, (i) upon surrender of a Right, pay cash equal to the Purchase
Price in lieu of issuing Preferred Shares and requiring payment therefor,
(ii) upon due exercise of a Right and payment of the Purchase Price for
each Preferred Share as to which such Right is exercised, issue common stock or
other equity and/or debt securities having a value equal to the value of the
Preferred Shares that otherwise would have been issuable pursuant to this Rights
Agreement, which value shall be determined by a nationally recognized investment
banking firm selected by the Board, or (iii) upon due exercise of a Right
and payment of the Purchase Price for each Preferred Share as to which such
Right is exercised, distribute a combination of Preferred Shares, cash and/or
other equity and/or debt securities having an aggregate value equal to the value
of the Preferred Shares that otherwise would have been issuable pursuant to this
Rights Agreement, which value shall be determined by a nationally recognized
investment banking firm selected by the Board.  To the extent that any
legal or contractual restrictions (pursuant to agreements or instruments in
effect prior to the Distribution Date to which it is party) prevent the Company
from paying the full amount payable in accordance with the foregoing sentence,
the Company shall pay to holders of the Rights as to which such payments are
being made all amounts that are not then restricted on a pro rata basis as such
payments become permissible under such legal or contractual restrictions until
such payments have been paid in full.

       

       

      
        
          
          

        

        
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      (c)  The Company shall take
all actions as may be necessary to ensure that all Preferred Shares delivered
upon exercise or exchange of Rights shall, at the time of delivery of the
certificates for such Preferred Shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

       

      (d)  The Company shall pay
when due and payable any and all Federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of Right
Certificates or of any Preferred Shares or Common Shares or other securities
upon the exercise or exchange of the Rights.  The Company shall not,
however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or in
respect of the issuance or delivery of certificates or depositary receipts for
the Preferred Shares or Common Shares or other securities, as the case may be,
in a name other than that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or exchange or to issue or deliver
any certificates or depositary receipts for Preferred Shares or Common Shares or
other securities, as the case may be, upon the exercise or exchange of any
Rights until any such tax shall have been paid (any such tax being payable by
the holder of such Right Certificate at the time of surrender) or until it has
been established to the Company’s satisfaction that no such tax is
due.

       

               
                      SECTION
10.  Preferred Shares Record
Date.  Each Person in whose name any certificate for
Preferred Shares or Common Shares or other securities is issued upon the
exercise or exchange of Rights shall for all purposes be deemed to have become
the holder of record of the Preferred Shares or Common Shares or other
securities, as the case may be, represented thereby on, and such certificate
shall be dated, the date on which the Right Certificate evidencing such Rights
was duly surrendered and payment of any Purchase Price (and any applicable
transfer taxes) was made; provided, however, that, if the
date of such surrender and payment is a date upon which the transfer books of
the Company for the Preferred Shares or Common Shares or other securities, as
the case may be, are closed, such Person shall be deemed to have become the
record holder of such Preferred Shares or Common Shares or other securities, as
the case may be, on, and such certificate shall be dated, the next succeeding
Business Day on which the transfer books of the Company for the Preferred Shares
or Common Shares or other securities, as the case may be, are open.

       

       

       

      
        
          
          

        

        
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SECTION 11.  Adjustments in Rights After There Is an
Acquiring Person; Exchange of Rights for Shares; Business
Combinations.  (a)  Subject to the other
provisions of this Rights Agreement (including Section 7(e)), upon a Person
becoming an Acquiring Person, each holder of a Right shall thereafter have a
right to receive, upon exercise thereof for the Purchase Price in accordance
with the terms of this Rights Agreement, such number of one one-thousandths
(1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided
in this Rights Agreement) as shall equal the result obtained by multiplying the
Purchase Price by a fraction, the numerator of which is the number of
one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may
be adjusted as provided in this Rights Agreement) for which such Right is then
exercisable and the denominator of which is 50% of the Market Value of the
Common Shares on the date on which such Person became an Acquiring
Person.

       

      (b)  (i)  The Board
may, at its option, at any time after a Person becomes an Acquiring Person,
mandatorily exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that shall have become null and void and
nontransferable pursuant to Section 7(e)) for consideration per Right
consisting of either (A) one-half of the securities that would be issuable
at such time upon the exercise of one Right in accordance with
Section 11(a) or, if applicable, Section 9(b)(ii) or 9(b)(iii) or
(B) if applicable, the cash consideration specified in Section 9(b)(i) (the
consideration issuable per Right pursuant to this Section 11(b)(i) being
the “Exchange
Consideration”).  The Board may, at its option, issue a number
of Common Shares in lieu of each Preferred Share equal to the Formula Number (as
defined in the Certificate of Designation) if there are sufficient Common Shares
issued but not outstanding or authorized but unissued.  If the Board
elects to exchange all the Rights for Exchange Consideration pursuant to this
Section 11(b)(i) prior to the physical distribution of the Right
Certificates, the Company may distribute the Exchange Consideration in lieu of
distributing Right Certificates, in which case for purposes of this Rights
Agreement holders of Rights shall be deemed to have simultaneously received and
surrendered for exchange Right Certificates on the date of such
distribution.  Notwithstanding the foregoing, the Board may not effect
such exchange at any time after any Person (other than the Company, any
Subsidiary of the Company or any employee benefit plan of the Company or any of
its Subsidiaries or any Person holding Common Shares for or pursuant to the
terms of any such employee benefit or compensation plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of more
than 50% of the Common Shares then outstanding.

       

      (ii)  Any action of the Board
ordering the exchange of any Rights pursuant to Section 11(b)(i) shall be
irrevocable and, immediately upon the taking of such action and without any
further action and without any notice, the right to exercise any such Right so
exchanged pursuant to Section 11(a) shall terminate and the only right
thereafter of a holder of such Right shall be to receive the Exchange
Consideration in exchange for each such Right held by such holder or, if the
Exchange Consideration shall not have been paid or issued, to exercise any such
Right pursuant to Section 11(c)(i).  The Company shall promptly
give public notice of any such exchange (with prompt written notice thereof to
the Rights Agent); provided, however, that the
failure to give, or any defect in, such notice shall not affect the validity of
such exchange.  The Company shall promptly mail a notice of any such
exchange to all holders of the Rights to be exchanged at their last addresses as
they appear upon the registry books of the Rights Agent.  Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice.  Each such notice of exchange
shall state the method by which the exchange of the Rights for the Exchange
Consideration will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged.  Any partial exchange shall
be effected pro rata based on the number of Rights (other than Rights which
shall have become null and void and nontransferable pursuant to the provisions
of Section 7(e)) held by each holder of Rights.

       

       

      
        
          
          

        

        
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      (c)  (i)  In the
event that, directly or indirectly, any transactions specified in the following
clause (A), (B) or (C) of this Section 11(c)(i) (each such
transaction being a “Business
Combination”) shall be consummated:

       

      (A)  the Company shall
consolidate with, or merge with and into, any Acquiring Person or any Affiliate
or Associate of an Acquiring Person;

       

      (B)  any Acquiring Person or
any Affiliate or Associate of an Acquiring Person shall merge with and into the
Company and, in connection with such merger, all or part of the outstanding
Common Shares of the Company shall be changed into or exchanged for capital
stock or other securities of the Company or of any Acquiring Person or Affiliate
or Associate of an Acquiring Person or cash or any other property;
or

       

      (C)  the Company shall sell,
lease, exchange or otherwise transfer or dispose of (or one or more of its
Subsidiaries shall sell, lease, exchange or otherwise transfer or dispose of),
in one or more transactions, the Major Part of the assets of the Company and its
Subsidiaries to any Acquiring Person or any Affiliate or Associate of an
Acquiring Person,

       

      then, in
each such case, proper provision shall be made so that each holder of a Right,
except as provided in Section 7(e), shall thereafter have the right to
receive, upon the exercise thereof for the Purchase Price in accordance with the
terms of this Rights Agreement, the securities specified below (or, at such
holder’s option, the securities specified in Section 11(a) if the Company
is the surviving corporation in such Business Combination):

       

      (1)  if the Principal Party
in such Business Combination has Registered Common Shares outstanding, each
Right shall thereafter represent the right to receive, upon the exercise thereof
for the Purchase Price in accordance with the terms of this Rights Agreement,
such number of Registered Common Shares of such Principal Party, free and clear
of all liens, encumbrances or other adverse claims, as shall have an aggregate
Market Value as of the time of exercise thereof equal to the result obtained by
multiplying the Purchase Price by two;

       

       

      
        
          
          

        

        
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      (2)  if the Principal Party
involved in such Business Combination does not have Registered Common Shares
outstanding, each Right shall thereafter represent the right to receive, upon
the exercise thereof for the Purchase Price in accordance with the terms of this
Rights Agreement, at the election of the holder of such Right at the time of the
exercise thereof, any of:

       

      (i)  such
number of Common Shares of the Surviving Person in such Business Combination (if
the Principal Party is also the Surviving Person in such Business Combination)
as shall have an aggregate Book Value immediately after giving effect to such
Business Combination equal to the result obtained by multiplying the Purchase
Price by two;

       

      (ii)  such
number of Common Shares of the Principal Party in such Business Combination (if
the Principal Party is not also the Surviving Person in such Business
Combination) as shall have an aggregate Book Value immediately after giving
effect to such Business Combination equal to the result obtained by multiplying
the Purchase Price by two; or

       

      (iii)  if
the Principal Party in such Business Combination is an Affiliate of one or more
Persons that has Registered Common Shares outstanding, such number of Registered
Common Shares of whichever of such Affiliates of the Principal Party has
Registered Common Shares with the greatest aggregate Market Value on the date of
consummation of such Business Combination as shall have an aggregate Market
Value on the date of such Business Combination equal to the result obtained by
multiplying the Purchase Price by two.

       

      (ii)  The Company shall not
consummate any Business Combination unless each issuer of Common Shares for
which Rights may be exercised, as set forth in this Section 11(c), shall
have sufficient authorized Common Shares that have not been issued or reserved
for issuance (and which shall, when issued upon exercise thereof in accordance
with this Rights Agreement, be validly issued, fully paid and nonassessable and
free of preemptive rights, rights of first refusal or any other restrictions or
limitations on the transfer or ownership thereof) to permit the exercise in full
of the Rights in accordance with this Section 11(c) and unless prior
thereto:

       

      (A)  a registration statement
under the Securities Act on an appropriate form, with respect to the Rights and
the Common Shares of such issuer purchasable upon exercise of the Rights, shall
be effective under the Securities Act; and

       

       

      
        
          
          

        

        
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      (B)  the Company and each
such issuer shall have:

       

      (1)  executed and delivered
to the Rights Agent a supplemental agreement providing for the assumption by
such issuer of the obligations set forth in this Section 11(c) (including
the obligation of such issuer to issue Common Shares upon the exercise of Rights
in accordance with the terms set forth in Sections 11(c)(i)
and 11(c)(iii)) and further providing that such issuer, at its own expense,
shall use its best efforts to:

       

      (i)  cause a registration
statement under the Securities Act on an appropriate form, with respect to the
Rights and the Common Shares of such issuer purchasable upon exercise of the
Rights, to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date;

       

      (ii)  qualify or register the
Rights and the Common Shares of such issuer purchasable upon exercise of the
Rights under the blue sky or securities laws of such jurisdictions as may be
necessary or appropriate; and

       

      (iii)  list the Rights and
the Common Shares of such issuer purchasable upon exercise of the Rights on each
national securities exchange on which the Common Shares were listed prior to the
consummation of the Business Combination or, if the Common Shares were not
listed on a national securities exchange prior to the consummation of the
Business Combination, on a national securities exchange;

       

      (2)  furnished to the Rights
Agent a written opinion of independent counsel stating that such supplemental
agreement is a valid, binding and enforceable agreement of such issuer;
and

       

      (3)  filed with the Rights
Agent a certificate of a nationally recognized firm of independent accountants
setting forth the number of Common Shares of such issuer that may be purchased
upon the exercise of each Right after the consummation of such Business
Combination.

       

      (iii)  After consummation of
any Business Combination and subject to the provisions of
Section 11(c)(ii), (A) each issuer of Common Shares for which Rights
may be exercised as set forth in this Section 11(c) shall be liable for,
and shall assume, by virtue of such Business Combination, all the obligations
and duties of the Company pursuant to this Rights Agreement, (B) the term
“Company” shall
thereafter be deemed to refer to such issuer, (C) each such issuer shall
take such steps in connection with such consummation as may be necessary to
assure that the provisions of this Rights Agreement (including
Sections 11(a) and 11(c)) shall thereafter be applicable, as nearly as
reasonably may be, in relation to its Common Shares thereafter deliverable upon
the exercise of the Rights, (D) the number of Common Shares of each such
issuer thereafter receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions of Sections 11 and 12 and (E) the
other provisions of this Rights Agreement (including Sections 7, 9
and 10) with respect to the Preferred Shares shall apply, as nearly as
reasonably may be, on like terms to any such Common Shares.

       

       

      
        
          
          

        

        
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SECTION 12.  Certain
Adjustments.  (a)  To preserve the actual or
potential economic value of the Rights, if at any time after the date of this
Rights Agreement there shall be any change in the Common Shares, the
Class B Common Shares or the Preferred Shares, whether by reason of stock
dividends, stock splits, reclassifications, recapitalizations, mergers,
consolidations, combinations or exchanges of securities, split-ups, split-offs,
spin-offs, liquidations, other similar changes in capitalization, any
distribution or issuance of cash, assets, evidences of indebtedness or
subscription rights, options or warrants to holders of Common Shares, the
Class B Common Shares or Preferred Shares, as the case may be (other than
distribution of the Rights or regular quarterly cash dividends), or otherwise,
then, in each such event the Board shall make such appropriate adjustments in
the number of Preferred Shares (or the number and kind of other securities)
issuable upon exercise of each Right, the Purchase Price and Redemption Price in
effect at such time and the number of Rights outstanding at such time (including
the number of Rights or fractional Rights associated with each Common Share or
Class B Common Share, as the case may be) such that following such
adjustment such event shall not have had the effect of reducing or limiting the
benefits the holders of the Rights would have had absent such
event.

       

      (b)  If, as a result of an
adjustment made pursuant to Section 12(a), the holder of any Right
thereafter exercised shall become entitled to receive any securities other than
Preferred Shares, thereafter the number of such securities so receivable upon
exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions of
Sections 11 and 12 and the other provisions of this Rights Agreement
(including Sections 7, 9 and 10) with respect to the Preferred Shares
shall apply, as nearly as reasonably may be, on like terms to any such other
securities.

       

      (c)  All Rights originally
issued by the Company subsequent to any adjustment made to the amount of
Preferred Shares or other securities relating to a Right shall evidence the
right to purchase, for the Purchase Price, the adjusted number and kind of
securities purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided in this Rights
Agreement.

       

      (d)  Irrespective of any
adjustment or change in the Purchase Price or the number of Preferred Shares or
number or kind of other securities issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue to express the
terms that were expressed in the initial Right Certificates issued
hereunder.

       

       

      
        
          
          

        

        
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      (e)  In any case in which
action taken pursuant to Section 12(a) requires that an adjustment be made
effective as of a record date for a specified event, the Company may elect to
defer (with prompt written notice thereof to the Rights Agent) until the
occurrence of such event the issuing to the holder of any Right exercised after
such record date the Preferred Shares and/or other securities, if any, issuable
upon such exercise over and above the Preferred Shares and/or other securities,
if any, issuable before giving effect to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional securities upon the
occurrence of the event requiring such adjustment.

       

                                     
SECTION 13.  Certificate of
Adjustment.  Whenever an adjustment is made or any event
occurs affecting the Rights or their exercisability (including an event which
causes the Rights to become null and void) as provided in Section 11
or 12, the Company shall (a) promptly prepare a certificate setting
forth such adjustment or describing such event and a brief, reasonably detailed
statement of the facts, computations and methodology accounting for such
adjustment, (b) promptly file with the Rights Agent and with each transfer
agent for the Preferred Shares, a copy of such certificate and (c) mail a
brief summary thereof to each holder of a Right Certificate (or, if prior to the
Distribution Date, to each holder of Common Shares and each holder of
Class B Common Shares) in accordance with Section 25, provided that
the failure to prepare, file or mail such certificate or summary shall not
affect the validity of such adjustment.  The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment or
statement therein contained and, subject to Section 21(c) shall have no duty or
liability with respect to, and shall not be deemed to have knowledge of, any
adjustment or any such event unless it shall have received such a
certificate.

       

               
                      SECTION 14.  Additional
Covenants.  (a)  Notwithstanding any other
provision of this Rights Agreement, no adjustment to the number of Preferred
Shares (or fractions of a share) or other securities for which a Right is
exercisable or the number of Rights outstanding or associated with each Common
Share and Class B Common Share or any similar or other adjustment shall be
made or be effective if such adjustment would have the effect of reducing or
limiting the benefits the holders of the Rights would have had absent such
adjustment, including the benefits under Sections 11 and 12, unless the terms of
this Rights Agreement are amended so as to preserve such benefits.

       

      (b)  The Company covenants
and agrees that, after the Distribution Date, except as permitted by
Section 26, it shall not take (or permit any Subsidiary of the Company to
take) any action if at the time such action is taken it is intended or
reasonably foreseeable that such action will reduce or otherwise limit the
benefits the holders of Rights would have had absent such action, including the
benefits under Sections 11 and 12.  Any action taken by the
Company during any period after any Person becomes an Acquiring Person but prior
to the Distribution Date shall be null and void unless such action could be
taken under this Section 14(b) from and after the Distribution
Date.  The Company shall not consummate any Business Combination if
any issuer of Common Shares for which Rights may be exercised after such
Business Combination in accordance with Section 11(c) shall have taken any
action that reduces or otherwise limits the benefits the holders of Rights would
have had absent such action, including the benefits under Sections 11
and 12.

       

       

      
        
          
          

        

        
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SECTION 15.  Fractional Rights and Fractional
Shares.  (a)  The Company may, but shall not be
required to, issue fractions of Rights or distribute Right Certificates which
evidence fractional Rights.  In lieu of such fractional Rights, the
Company may pay to the registered holders of the Right Certificates with regard
to which such fractional Rights would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole
Right.  For purposes of this Section 15(a), the current market
value of a whole Right shall be the closing price of the Rights (as determined
pursuant to the second sentence of the definition of Market Value contained in
Section 1) for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.

       

      (b)  The Company may, but
shall not be required to, issue fractions of Preferred Shares upon exercise of
the Rights or distribute certificates that evidence fractional Preferred
Shares.  In lieu of fractional Preferred Shares, the Company may elect
to (i) utilize a depository arrangement as provided by the terms of the
Preferred Shares or (ii) in the case of a fraction of a Preferred Share
(other than one one-thousandths (1/1,000ths) of a Preferred Share (as such
fraction may adjusted as provided in this Rights Agreement) or any integral
multiple thereof), pay to the registered holders of Right Certificates at the
time such Rights are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Preferred Share, if any are
outstanding and publicly traded (or the same fraction of the current market
value of one Common Share times the Formula Number (as defined in the
Certificate of Designation) if the Preferred Shares are not outstanding and
publicly traded).  For purposes of this Section 15(b), the
current market value of a Preferred Share (or Common Share) shall be the closing
price of a Preferred Share (or Common Share) (as determined pursuant to the
second sentence of the definition of Market Value contained in Section 1)
for the Trading Day immediately prior to the date of such
exercise.  If, as a result of an adjustment made pursuant to
Section 12(a), the holder of any Right thereafter exercised shall become
entitled to receive any securities other than Preferred Shares, the provisions
of this Section 15(b) shall apply, as nearly as reasonably practicable, on
like terms to such other securities.

       

      (c)  The Company may, but
shall not be required to, issue fractions of Common Shares upon exchange of
Rights pursuant to Section 11(b), or to distribute certificates that
evidence fractional Common Shares.  In lieu of such fractional Common
Shares, the Company may pay to the registered holders of the Right Certificates
with regard to which such fractional Common Shares would otherwise be issuable
an amount in cash equal to the same fraction of the current Market Value of one
Common Share as of the date on which a Person became an Acquiring
Person.

       

       

      
        
          
          

        

        
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      (d)  Each holder of Rights by
the acceptance of such Rights expressly waives such holder’s right to receive
any fractional Rights or any fractional shares upon exercise of a Right except
as provided in this Section 15.

       

      (e)  Whenever a payment for
fractional Rights or fractional shares is to be made by the Rights Agent, the
Company shall (i) promptly prepare and deliver to the Rights Agent a certificate
setting forth in reasonable detail the facts related to such payments and the
prices and/or formulas utilized in calculating such payments, and (ii) provide
sufficient monies to the Rights Agent in the form of fully collected funds to
make such payments.  The Rights Agent shall be fully protected in
relying upon such a certificate and shall have no duty with respect to, and
shall not be deemed to have knowledge of any payment for fractional Rights or
fractional shares under any Section of this Agreement relating to the payment of
fractional Rights or fractional shares unless and until the Rights Agent shall
have received such a certificate and sufficient monies.

       

               
                      SECTION 16.  Rights of
Action.  (a)  All rights of action in respect of
this Rights Agreement, excepting the rights of action given to the Rights Agent
under Sections 19 and 21, are vested in the respective registered holders of the
Right Certificates (and, prior to the Distribution Date, the registered holders
of the Common Shares and Class B Common Shares); and any registered holder
of any Right Certificate (or, prior to the Distribution Date, of the Common
Shares or Class B Common Shares), without the consent of the Rights Agent
or of the holder of any other Right Certificate (or, prior to the Distribution
Date, of the Common Shares or Class B Common Shares) may, in such holder’s
own behalf and for such holder’s own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, such holder’s right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Rights Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Rights Agreement and shall be entitled to specific
performance of the obligations of any Person under, and injunctive relief
against actual or threatened violations of the obligations of any Person subject
to, this Rights Agreement.  Notwithstanding anything in this Rights
Agreement to the contrary, neither the Company nor the Rights Agent shall have
any liability to any holder of a Right or other Person as a result of its
inability to perform any of its obligations under this Rights Agreement by
reason of any preliminary or permanent injunction or other order, judgment
decree or ruling (whether interlocutory or final) issued by a court of competent
jurisdiction or by a governmental, regulatory, self-regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority, prohibiting or otherwise
restraining performance of such obligation; provided, however, the Company
must use reasonable efforts to have any such injunction, order, judgment, decree
or ruling lifted or otherwise overturned as soon as possible.

       

       

      
        
          
          

        

        
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      (b)  Any holder of Rights who
prevails in an action to enforce the provisions of this Rights Agreement shall
be entitled to recover the reasonable costs and expenses, including attorneys’
fees, incurred in such action.

       

               
                      SECTION 17.  Transfer and Ownership of Rights and Right
Certificates. 
(a)  Prior to the Distribution Date, the Rights shall be transferable
only in connection with the transfer of the Common Shares and Class B
Common Shares and the Right associated with each such Common Share or
Class B Common Share shall be automatically transferred upon the transfer
of each such Common Share or Class B Common Share, as the case may
be.

       

      (b)  After the Distribution
Date, the Right Certificates shall be transferable, subject to
Section 7(e), only on the registry books of the Rights Agent if surrendered
at the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer and with the appropriate forms and certificates
properly completed and duly executed.

       

      (c)  The Company and the
Rights Agent may deem and treat the Person in whose name a Right Certificate
(or, prior to the Distribution Date, the associated Common Shares or
Class B Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated certificate for
Common Shares or Class B Common Shares made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to the
contrary.

       

                         
            SECTION 18.  Right Certificate Holder Not Deemed a
Stockholder.  No holder, as such, of any Right Certificate
shall be entitled to vote or receive dividends or other distributions or be
deemed, for any purpose, the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company,
including any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting stockholders, or to receive dividends or other distributions or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions
hereof.

       

                                   
  SECTION 19.  Concerning the Rights
Agent.  (a)  The Company agrees to pay to the
Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses
and counsel fees and other disbursements incurred in the preparation,
negotiation, delivery, amendment, administration and execution of this Rights
Agreement and the exercise and performance of its duties hereunder, including
any taxes or governmental charges imposed as a result of the action taken by it
hereunder (other than any taxes on the fees payable to it).  The
provisions of this Section 19 and Section 21 below shall survive the termination
of this Agreement, the exercise or expiration of the Rights and the resignation,
replacement or removal of the Rights Agent.

       

       

      
        
          
          

        

        
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      (b)  The Rights Agent shall
be protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its acceptance and administration
of this Rights Agreement and the exercise and performance of its duties
hereunder (other than matters arising out of or resulting from a conflict of
interest of the Rights Agent or other business interests of the Rights Agent) in
reliance upon any Right Certificate or certificate for the Common Shares, Class
B Common Shares, or for other securities of the Company, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons, or upon the written
advice or opinion of counsel as set forth in Section 21.  The Rights
Agent shall not be deemed to have knowledge of any event of which it was
supposed to receive notice thereof hereunder and, subject to Section 21(c), the
Rights Agent shall be fully protected and incur no liability for failing to take
action in connection therewith unless and until it has received such notice in
writing.

       

               
                      SECTION 20.  Merger or Consolidation or Change of Rights
Agent. 
(a)  Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the
shareholder services or stock transfer or corporate trust business of the Rights
Agent or any successor Rights Agent, shall be the successor to the Rights Agent
under this Rights Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided, however, that such
Person would be eligible for appointment as a successor Rights Agent under the
provisions of Section 22.  In case, at the time such successor
Rights Agent shall succeed to the agency created by this Rights Agreement, any
of the Right Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Right Certificates so countersigned; and, in case
at that time any of the Right Certificates shall not have been countersigned,
any successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights
Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.

       

      (b)  In case at any time the
name of the Rights Agent shall be changed and at such time any of the Right
Certificates shall have been countersigned but not delivered, the Rights Agent
may adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and, in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may countersign
such Right Certificates either in its prior name or in its changed name; and in
all such cases such Right Certificates shall have the full force provided in the
Right Certificates and in this Rights Agreement.

       

       

      
        
          
          

        

        
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SECTION 21.  Duties of Rights
Agent.  The Rights Agent undertakes to perform only the
duties and obligations expressly imposed by this Rights Agreement (and no
implied duties) upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates (or, prior to the Distribution
Date, of the Common Shares and Class B Common Shares), by their acceptance
thereof, shall be bound:

       

      (a)  The Rights Agent may
consult with legal counsel (who may be legal counsel for the Company or legal
counsel for the Rights Agent), and the written advice or opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent and,
subject to Section 21(c), the Rights Agent shall incur no liability for or in
respect of any action taken, suffered or omitted by it  in accordance
with such written advice or opinion.

       

      (b)  Whenever in the
performance of its duties under this Rights Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including the identity
of any Acquiring Person and the determination of the current per share market
price of any security) be proved or established by the Company prior to taking,
suffering or omitting to take any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by any
one of the Chairman of the Board, any Vice Chairman of the Board, the Chief
Executive Officer, the President, a Vice President (whether preceded by any
additional title), the Treasurer or the Secretary of the Company and delivered
to the Rights Agent; and such certificate shall be full and complete
authorization and protection to the Rights Agent and, subject to Section 21(c),
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted by it in reliance upon such certificate.

       

      (c)  The Rights Agent shall
be liable hereunder to the Company and any other Person only for its own gross
negligence, bad faith or intentional misconduct (which gross negligence, bad
faith or willful misconduct must be determined by a final, non-appealable
judgment of a court of competent jurisdiction).  Anything to the
contrary notwithstanding, in no event shall the Rights Agent be liable for
special, punitive, indirect, consequential or incidental loss or damage of any
kind whatsoever (including but not  limited to lost profits), even if
the Rights Agent has been advised of the likelihood of such loss or
damage.

       

      (d)  Subject to Section
21(c), the Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Rights Agreement or in the
Right Certificates (except as to its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

       

      (e)  The Rights Agent shall
not be under any responsibility in respect of the validity of this Rights
Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the validity or execution of any Right
Certificate (except its countersignature thereof) and, subject to Section 21(c),
shall have no liability therefor; nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Rights Agreement or
in any Right Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming null and void
pursuant to Section 7(e)) or any change or adjustment in the terms of Rights as
required under the provisions of Section 11 or 12 or responsible for the
manner, method or amount of any such change or adjustment or the ascertaining of
the existence of facts that would require any such change or adjustment (except
with respect to the exercise of Rights evidenced by Right Certificates after
actual notice of any such adjustment pursuant to Section 13); nor shall it by
any act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Preferred Shares or Common Shares to be
issued pursuant to this Rights Agreement or any Right Certificate or as to
whether any Preferred Shares or Common Shares will, when so issued, be validly
authorized and issued, fully paid and nonassessable.

       

       

      
        
          
          

        

        
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      (f)  The Company agrees that
it shall perform, execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Rights Agent for
the carrying out or performing by the Rights Agent of the provisions of this
Rights Agreement.

       

      (g)  The Rights Agent is
hereby authorized and directed to accept instructions with respect to the
performance of its duties hereunder from any one of the Board of Directors, the
Chairman of the Board, any Vice Chairman of the Board, the Chief Executive
Officer, the President, a Vice President (whether preceded by any additional
title), the Secretary or the Treasurer of the Company, in connection with its
duties and such instructions shall be full authorization and protection to the
Rights Agent and, subject to Section 21(c), the Rights Agent shall not be liable
for or in respect of any action taken, suffered or omitted by it in accordance
with any such instructions or for any delay in acting while waiting for such
instructions.  In the event of any conflict or inconsistency between
or among any such instructions, the later in time shall govern.  Any
application by the Rights Agent for written instructions from the Company may,
at the option of the Rights Agent, set forth in writing any action proposed to
be taken, suffered or omitted by the Rights Agent under this Agreement and the
date on and/or after which such action shall be taken or suffered or such
omission shall be effective.  Subject to Section 21(c), the Rights
Agent shall not be liable for any action taken or suffered by, or omission of,
the Rights Agent in accordance with a proposal included in any such application
on or after the date specified in such application (which date shall not be less
than five Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to the later of (i) the expiry of such
five Business Day period and (ii) the Right’s Agent taking any such action (or
the effective date in the case of an omission), the Rights Agent shall have
received either a written instructions in response to such application
specifying the action to be taken, suffered or omitted, or a written or oral
objection by the Company to such proposal.

       

       

       

      
        
          
          

        

        
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      (h)  The Rights Agent and any
stockholder, affiliate, director, officer or employee of the Rights Agent may
buy, sell or deal in any of the Rights or other securities of the Company or
become pecuniarily interested in any transaction in which the Company or its
Subsidiaries may be interested, or contract with or lend money to the Company or
its Subsidiaries or otherwise act as fully and freely as though it were not the
Rights Agent under this Rights Agreement.  Nothing herein shall
preclude the Rights Agent or any stockholder, affiliate, director, officer or
employee from acting in any other capacity for the Company or for any other
Person.

       

      (i)  If, with respect to any
Right Certificate surrendered to the Rights Agent for exercise or transfer, the
certificate contained in the form of assignment or the form of election to
purchase set forth on the reverse thereof, as the case may be, has either not
been properly completed or indicates an affirmative response to any clause
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the
Company.

       

      (j)  The Rights Agent may
execute and exercise any of the rights or powers hereby vested in it or perform
any duty hereunder either itself (through its directors, officers and employees)
or by or through its attorneys or agents, and the Rights Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided that reasonable care was exercised
in the selection and continued employment thereof.

       

      (k)  The Company shall
indemnify the Rights Agent for, and hold the Rights Agent harmless against, any
loss, liability, damage, claim or expense (including reasonable fees and
expenses of legal counsel) that the Rights Agent may incur resulting from any
action taken, suffered or omitted by the Rights Agent in connection with the
acceptance, administration, exercise and performance of its duties under this
Rights Agreement (other than matters arising out of or resulting from a conflict
of interest of the Rights Agent or other business interests of the Rights
Agent); provided, however, that the
Rights Agent shall not be indemnified or held harmless with respect to any such
loss, liability, damage or expense incurred by the Rights Agent as a result of,
or arising out of, its own gross negligence, bad faith or intentional
misconduct.  In no case shall the Company be liable with respect to
any action, proceeding, suit or claim against the Rights Agent unless the Rights
Agent shall have notified the Company, by letter or by facsimile confirmed by
letter, of the assertion of any action, proceeding, suit or claim against the
Rights Agent, promptly after the Rights Agent shall have notice of any such
assertion of an action, proceeding, suit or claim or have been served with the
summons or other first legal process giving information as to the nature and
basis of the action, proceeding, suit or claim.  The Company shall be
entitled to participate at its own expense in the defense of any such action,
proceeding, suit or claim, and, if the Company so elects, the Company shall
assume the defense of any such action, proceeding, suit or claim.  In
the event that the Company assumes such defense, the Company shall not
thereafter be liable for the fees and expenses of any additional counsel
retained by the Rights Agent, so long as the Company shall retain counsel
satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to
defend such action, proceeding, suit or claim.  The Rights Agent
agrees not to settle any litigation in connection with any action, proceeding,
suit or claim with respect to which it may seek indemnification from the Company
without the prior written consent of the Company.  If a final,
non-appealable judgment of a court of competent jurisdiction shall be issued in
favor of the Rights Agent in respect of an action by the Rights Agent to enforce
the indemnification provisions of this Section 21(k), then the Company shall
reimburse the Rights Agent’s for its costs and expenses in enforcing such
indemnification provisions.

       

       

      
        
          
          

        

        
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      (l)  No provision of this
Agreement shall require the Rights Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of its rights if it believes that repayment of such
funds or adequate indemnification against such risk or liability is not
reasonably assured to it.

       

               
                      SECTION 22.  Change of Rights
Agent.  The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Rights Agreement upon
30 days’ notice in writing mailed to the Company and to each transfer agent
of the Common Shares, the Class B Common Shares and the Preferred Shares known
to the Rights Agent, after due inquiry, by registered or certified mail, and to
the holders of the Right Certificates (or, prior to the Distribution Date, of
the Common Shares and the Class B Common Shares ) by first-class
mail.  The Company may remove the Rights Agent or any successor Rights
Agent upon 30 days’ notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Shares, the Class B Common Shares and the Preferred Shares by registered
or certified mail, and to the holders of the Right Certificates (or, prior to
the Distribution Date, of the Common Shares and the Class B Common Shares) by
first-class mail.  If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent.  If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (or, prior to the Distribution Date, of the Common Shares and the
Class B Common Shares) (who shall, with such notice, submit such holder’s Right
Certificate or, prior to the Distribution Date, the certificate representing
such holder’s Common Shares or Class B Common Shares, for inspection by the
Company), then the registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares and the Class B Common Shares) may apply
to any court of competent jurisdiction for the appointment of a new Rights
Agent.  Any successor Rights Agent, whether appointed by the Company
or by such a court, shall be a Person organized and doing business under the
laws of the United States or of the State of New York (or of any other state of
the United States so long as such entity is authorized to conduct a stock
transfer or corporate trust business in the State of New York), in good
standing, which is authorized under such laws to exercise stock transfer or
corporate trust powers and is subject to supervision or examination by Federal
or state authority and which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $100,000,000; provided, however, that the
principal transfer agent for the Common Shares shall in any event be qualified
to be the Rights Agent.  After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the
purpose.  Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares, the Class B Common Shares
and the Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates (or, prior to the Distribution Date, of the
Common Shares and the Class B Common Shares).  Failure to give any
notice provided for in this Section 22, however, or any defect therein
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may
be.

       

       

      
        
          
          

        

        
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                     SECTION 23.  Issuance of Additional Rights and Right
Certificates.  Notwithstanding any of the provisions of
this Rights Agreement or of the Rights to the contrary, the Company may, at its
option, issue new Right Certificates evidencing Rights in such form as may be
approved by its Board to reflect any adjustment or change made in accordance
with the provisions of this Rights Agreement.  In addition, in
connection with the issuance or sale of Common Shares or Class B Common
Shares following the Distribution Date and prior to the earlier of the
Redemption Date and the Expiration Date, the Company (a) shall, with
respect to Common Shares so issued or sold pursuant to the exercise of stock
options or under any employee plan or arrangement, or upon the exercise,
conversion or exchange of securities, notes or debentures issued by the Company,
and (b) may, in any other case, if deemed necessary or appropriate by the
Board, issue Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that
(i) no such Right Certificate shall be issued if, and to the extent that,
the Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or the
Person to whom such Right Certificate would be issued, (ii) no such Right
Certificate shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof and (iii) no
such Right Certificate shall be issued to an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.

       

                          
           SECTION 24.  Redemption and
Termination.  (a)  The Board may, at its option,
at any time prior to the earlier of (i) the Distribution Date and
(ii) the Expiration Date, order the redemption of all, but not fewer than
all, the then outstanding Rights at the Redemption Price (the date of such
redemption being the “Redemption Date”),
and the Company, at its option, may pay the Redemption Price either in cash or
Common Shares or other securities of the Company deemed by the Board, in the
exercise of its sole discretion, to be at least equivalent in value to the
Redemption Price.

       

       

      
        
          
          

        

        
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      (b)  Immediately upon the
action of the Board ordering the redemption of the Rights, and without any
further action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price.  Promptly after the action of the Board
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and the holders of the then outstanding Rights by
mailing such notice to all such holders at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Shares and
Class B Common Shares.  Each such notice of redemption shall
state the method by which payment of the Redemption Price will be
made.  The notice, if mailed in the manner herein provided, shall be
conclusively presumed to have been duly given, whether or not the holder of
Rights receives such notice.  In any case, failure to give such notice
by mail, or any defect in the notice, to any particular holder of Rights shall
not affect the sufficiency of the notice to other holders of
Rights.  Neither the Company nor any of its Affiliates or Associates
may redeem, acquire or purchase for value any Rights at any time in any manner
except as specifically set forth in this Section or in Section 11(b) or in
connection with the purchase of Common Shares or Class B Common Shares
prior to the Distribution Date.

       

                                     
SECTION 25.  Notices.  Notices or demands
authorized by this Rights Agreement to be given or made by the Rights Agent or
by the holder of a Right Certificate (or, prior to the Distribution Date, of the
Common Shares or Class B Common Shares) to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage-prepaid,
addressed (until another address is filed in writing with the Rights Agent) as
follows:

       

      The Pepsi Bottling Group,
Inc.

      One Pepsi Way

      Somers, New York 10589

      Attention: General Counsel

       

      Subject
to the provisions of Section 22, any notice or demand authorized by this
Rights Agreement to be given or made by the Company or by the holder of a Right
Certificate (or, prior to the Distribution Date, of the Common Shares or
Class B Common Shares) to or on the Rights Agent shall be sufficiently
given or made if sent by first-class mail, postage-prepaid, addressed (until
another address is filed in writing with the Company) as follows:

       

      Mellon Investor Services
LLC

      Newport Office Center VII

      480 Washington Boulevard

      Jersey City, New
Jersey  07310

      Attention:  Relationship
Manager

       

       

      
        
          
          

        

        
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      with a copy to:

      


      Mellon Investor Services
LLC

      Newport Office Center VII

      480 Washington Boulevard

      Jersey City, New
Jersey  07310

      Attention:  General
Counsel

      


      Notices
or demands authorized by this Rights Agreement to be given or made by the
Company or the Rights Agent to any holder of a Right Certificate (or, prior to
the Distribution Date, of the Common Shares or Class B Common Shares) shall
be sufficiently given or made if sent by first-class mail, postage-prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Shares and Class B Common
Shares.

       

               
                      SECTION 26.  Supplements and Amendments.  At
any time prior to the time any Person becomes an Acquiring Person, and subject
to the last sentence of this Section 26, the Company may, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of this
Rights Agreement in any manner which the Company may deem necessary or desirable
(including the date on which the Distribution Date or Expiration Date shall
occur, the amount of the Purchase Price, the definition of “Acquiring Person” or
the time during which the Rights may be redeemed pursuant to Section 24)
without the approval of any holder of the Rights.  From and after the
Distribution Date, and subject to applicable law, the Company may, and the
Rights Agent shall if the Company so directs, amend this Rights Agreement
without the approval of any holders of Right Certificates (a) to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision of this Rights Agreement
or (b) to otherwise change or supplement any other provisions in this
Rights Agreement in any matter which the Company may deem necessary or desirable
and which does not adversely affect the interests of the holders of
Right Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person), any such supplement or amendment to be
evidenced in writing.  Any supplement or amendment adopted during any
period after any Person has become an Acquiring Person but prior to the
Distribution Date shall be null and void unless such supplement or amendment
could have been adopted under the prior sentence from and after the Distribution
Date.  Any supplement or amendment to this Rights Agreement duly
approved by the Company that does not affect the Rights Agent’s own rights,
duties, obligations or immunities under this Rights Agreement shall become
effective immediately upon execution by the Company, whether or not also
executed by the Rights Agent.  Notwithstanding anything to the
contrary contained in this Rights Agreement, the Rights Agent may, but shall not
be obligated to, enter into any supplement or amendment that affects the Rights
Agent’s own rights, duties, obligations or immunities under this Rights
Agreement.  In addition, notwithstanding anything to the contrary
contained in this Rights Agreement, no supplement or amendment to this Rights
Agreement shall be made which extends the date on which the Expiration Date
shall occur or reduces the Redemption Price (except as required by
Section 12(a)).

       

       

      
        
          
          

        

        
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                      SECTION 27.  Successors.  All the covenants
and provisions of this Rights Agreement by or for the benefit of the Company or
the Rights Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.

       

                         
            SECTION 28.  Benefits of Rights Agreement; Determinations and
Actions by the Board, etc.  (a)  Nothing in this
Rights Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, of the Common Shares and Class B
Common Shares) any legal or equitable right, remedy or claim under this Rights
Agreement; but this Rights Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, of the Common Shares and
Class B Common Shares).

       

      (b)  Except as explicitly
otherwise provided in this Rights Agreement, the Board shall have the exclusive
power and authority to administer this Rights Agreement and to exercise all
rights and powers specifically granted to the Board or to the Company, or as may
be necessary or advisable, in the administration of this Rights Agreement,
including the right and power to (i) interpret the provisions of this
Rights Agreement and (ii) make all determinations deemed necessary or
advisable for the administration of this Rights Agreement (including a
determination to redeem or not redeem the Rights or to amend this Rights
Agreement and a determination of whether there is an Acquiring
Person).

       

      (c)  Nothing contained in
this Rights Agreement shall be deemed to be in derogation of the obligation of
the Board to exercise its fiduciary duty.  Without limiting the
foregoing, nothing contained herein shall be construed to suggest or imply that
the Board shall not be entitled to reject any tender offer or other acquisition
proposal, or to recommend that holders of Common Shares and Class B Common
Shares reject any tender offer, or to take any other action (including the
commencement, prosecution, defense or settlement of any litigation and the
submission of additional or alternative offers or other proposals) with respect
to any tender offer or other acquisition proposal that the Board believes is
necessary or appropriate in the exercise of such fiduciary duty.

       

                     
                SECTION 29.  Severability.  If any term,
provision, covenant or restriction of this Rights Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Rights Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated; provided, however, that if the
absence of such excluded provision shall, in the reasonable judgment of the
Rights Agent, materially and adversely its rights, immunities, duties or
obligations under this Rights Agreement, the Rights Agent shall be entitled to
resign on the next Business Day.

       

       

      
        
          
          

        

        
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                      SECTION 30.  Governing Law.  This Rights
Agreement and each Right Certificate issued hereunder shall be deemed to be a
contract made under the law of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the law of such State applicable
to contracts to be made and performed entirely within such State; provided, however, that all
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made to be performed entirely within such
State.

       

                         
            SECTION 31.  Counterparts;
Effectiveness.  This Rights Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.  This Rights Agreement shall be
effective as of the Close of Business on the date hereof.

       

                                   
  SECTION
32.  Descriptive
Headings.  Descriptive headings of the several Sections of
this Rights Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Rights
Agreement.

       

      SECTION 33.  Force
Majeure.  Notwithstanding anything to the contrary
contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control
including acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunctions of computer facilities, or loss of
data due to power failures or mechanical difficulties with information storage
or retrieval systems, labor difficulties, war or civil unrest.

       

      


       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be duly
executed as of the day and year first above written.

       

      


       

      
        
          
            
              
                
                  	
                          THE
      PEPSI BOTTLING GROUP, INC.,

                        
	 
	
                          by    
      /s/ David Yawman

                        
	 
      	 
	 
      	
                          Name: 
      David Yawman

                        
	 
      	
                          Title:   
      Vice President, Associate General Counsel and Assistant
      Secretary

                        


                

              

            

          

        

      

      


      


      
        
          
            
              
                	
                        MELLON
      INVESTOR SERVICES LLC,

                      
	 as
      Rights Agent
	
                         

                      
	
                        by     
      /s/ Eon Canzius

                      
	 
      	 
      
	 
      	
                        Name: 
      Eon Canzius

                      
	 
      	
                        Title:   
      Vice President

                      


              

            

          

        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
A

       

      CERTIFICATE
OF THE VOTING POWERS,

      DESIGNATIONS,
PREFERENCES AND RELATIVE

      PARTICIPATING,
OPTIONAL AND OTHER SPECIAL

      RIGHTS
AND QUALIFICATIONS, LIMITATIONS

      OR
RESTRICTIONS OF SERIES A

      PREFERRED
STOCK OF

      THE PEPSI
BOTTLING GROUP, INC.

       

      Pursuant to Section 151 of the General
Corporation Law of the State of Delaware, THE PEPSI BOTTLING GROUP, INC., a
corporation organized and existing under the General Corporation Law of the
State of Delaware, in accordance with the provisions of Section 103 thereof,
DOES HEREBY CERTIFY:

       

      That, pursuant to the authority
conferred upon the Board of Directors (the “Board”) of THE PEPSI
BOTTLING GROUP, INC. (the “Company”) by Article
Second of the Amended and Restated Certificate of Incorporation of the Company,
the Board on May 3, 2009, adopted the following resolution designating a new
series of preferred stock as Series A Preferred Stock:

       

      RESOLVED, that, pursuant to the
authority vested in the Board of Directors (the “Board”) of THE PEPSI
BOTTLING GROUP, INC. (the “Company”) in
accordance with the provisions of the Amended and Restated Certificate of
Incorporation of the Company (the “Certificate”) and the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, a series of preferred stock of the Company is hereby authorized, and
the designation and number of shares thereof, and the voting powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, shall be as follows (in
addition to the voting powers, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations or restrictions
thereof, set forth in the Certificate which are applicable to shares of
Preferred Stock, par value $0.01 per share of the Company (the “Preferred
Stock”)):

       

      SECTION 1.  Designation and Number of
Shares.  The shares of such series shall be designated as
“Series A Preferred Stock” (the “Series A Preferred
Stock”).  The number of shares initially constituting the
Series A Preferred Stock shall be 1,000,000; provided, however, that, if
more than a total of 1,000,000 shares of Series A Preferred Stock shall be
issuable upon the exercise of Rights (the “Rights”) issued
pursuant to the Rights Agreement dated as of May 4, 2009, between the Company
and Mellon Investor Services LLC, a New Jersey limited liability company, as
Rights Agent (the “Rights Agreement”),
the Board, pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, shall direct by resolution or resolutions that a certificate
be properly executed, acknowledged, filed and recorded, in accordance with the
provisions of Section 103 thereof, providing for the total number of shares of
Series A Preferred Stock authorized to be issued to be increased (to the extent
that the Certificate then permits) to the largest number of whole shares
(rounded up to the nearest whole number) issuable upon exercise of such
Rights.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SECTION 2.  Dividends or
Distributions.  (a)  Subject to the superior rights
of the holders of shares of any other series of Preferred Stock or other class
of capital stock of the Company ranking superior to the shares of Series A
Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board, out of the assets of the Company legally available therefor, (1)
quarterly dividends payable in cash on the last day of each fiscal quarter in
each year, or such other dates as the Board shall approve (each such date being
referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or a fraction of a share of Series A Preferred Stock,
in the amount of $0.10 per whole share (rounded to the nearest cent) less the
amount of all cash dividends declared on the Series A Preferred Stock pursuant
to the following clause (2) since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A
Preferred Stock (the total of which shall not, in any event, be less than zero)
and (2) dividends payable in cash on the payment date for each cash dividend
declared on the shares of Common Stock, par value $0.01 per share, of the
Company (the “Common
Stock”) in an amount per whole share (rounded to the nearest cent) equal
to the Formula Number (as hereinafter defined) then in effect times the cash
dividends then to be paid on each share of Common Stock.  In addition,
if the Company shall pay any dividend or make any distribution on the Common
Stock payable in assets, securities or other forms of noncash consideration
(other than dividends or distributions solely in shares of Common Stock), then,
in each such case, the Company shall simultaneously pay or make on each
outstanding whole share of Series A Preferred Stock a dividend or distribution
in like kind equal to the Formula Number then in effect times such dividend or
distribution on each share of Common Stock.  As used herein, the
“Formula
Number” shall be 1,000; provided, however, that, if at
any time after May 4, 2009, the Company shall (i) declare or pay any dividend on
the Common Stock payable in shares of Common Stock or make any distribution on
the Common Stock in shares of Common Stock, (ii) subdivide (by a stock
split or otherwise) the outstanding shares of Common Stock into a larger number
of shares of Common Stock or (iii) combine (by a reverse stock split or
otherwise) the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then in each such event the Formula Number shall be
adjusted to a number determined by multiplying the Formula Number in effect
immediately prior to such event by a fraction, the numerator of which is the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
are outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further
that, if at any time after May 4, 2009, the Company shall issue any shares of
its capital stock in a merger, reclassification, or change of the outstanding
shares of Common Stock, then in each such event the Formula Number shall be
appropriately adjusted to reflect such merger, reclassification or change so
that each share of Preferred Stock continues to be the economic equivalent of a
Formula Number of shares of Common Stock prior to such merger, reclassification
or change.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      (b)  The Company shall
declare a cash dividend on the Series A Preferred Stock as provided in Section
2(a) immediately prior to or at the same time it declares a cash dividend on the
Common Stock; provided, however, that, in the
event no cash dividend shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, during the period between the first issuance of any share or
fraction of a share of Series A Preferred Stock, a dividend of $0.10 per
whole share on the Series A Preferred Stock shall nevertheless accrue on such
subsequent Quarterly Dividend Payment Date or the first Quarterly Dividend
Payment Date, as the case may be.  The Board may fix a record date for
the determination of holders of shares of Series A Preferred Stock entitled to
receive a dividend or distribution declared thereon, which record date shall be
the same as the record date for any corresponding dividend or distribution on
the Common Stock.

       

      (c)  Dividends shall begin to
accrue and be cumulative on outstanding shares of Series A Preferred Stock from
and after the Quarterly Dividend Payment Date next preceding the date of issue
of such shares, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from and after the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from and after
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends
shall not bear interest.  Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

       

      (d)  So long as any shares of
Series A Preferred Stock are outstanding, no dividends or other distributions
shall be declared, paid or distributed, or set aside for payment or
distribution, on the Common Stock or Class B Common Stock unless, in each
case, the dividend required by this Section 2 to be declared on the Series
A Preferred Stock shall have been declared and set aside.

       

      (e)  The holders of shares of
Series A Preferred Stock shall not be entitled to receive any dividends or other
distributions except as herein provided.

       

      SECTION 3.  Voting
Rights.  The holders of shares of Series A Preferred Stock
shall have the following voting rights:

       

      (a)  Each holder of Series A
Preferred Stock shall be entitled to a number of votes equal to the Formula
Number then in effect, for each share of Series A Preferred Stock held of
record, multiplied by the maximum number of votes per share which any holder of
Common Stock or stockholders generally then have with respect to such matter
(assuming any holding period or other requirement to vote a greater number of
shares is satisfied).

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      (b)  Except as otherwise
herein provided or by the Certificate or applicable law, the holders of shares
of Series A Preferred Stock and the holders of shares of Common Stock and
Class B Common Stock shall vote together as one class for the election of
directors of the Company and on all other matters submitted to a vote of
stockholders of the Company.

       

      (c)  Except as provided
herein or by the Certificate or applicable law, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required for authorizing or taking any corporate action.

       

      SECTION 4.  Certain
Restrictions.  (a)  Whenever quarterly dividends or
other dividends or distributions on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the Company shall
not

       

      (i)  declare or pay dividends
on, make any other distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Stock;

       

      (ii)  declare or pay
dividends on or make any other distributions on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;

       

      (iii)  redeem or purchase or
otherwise acquire for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock; provided, however, that the
Company may at any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Company ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or

       

      (iv)  purchase or otherwise
acquire for consideration any shares of Series A Preferred Stock, or any shares
of stock ranking on a parity with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board) to all holders of such shares upon such terms as the
Board, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      (b)  The Company shall not
permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could, under
Section 4(a), purchase or otherwise acquire such shares at such time and in such
manner.

       

      SECTION 5.  Liquidation
Rights.  Upon the liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, no distribution shall be made
(1) to the holders of any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, plus an amount equal to the greater of (x) $1,000 per whole share
or (y) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of Common
Stock or (2) to the holders of any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series
A Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up; provided, that no
holder of any Series A Preferred Stock shall be authorized or entitled to
receive upon involuntary liquidation of the Company an amount in excess of $100
per share of Series A Preferred Stock.

       

      SECTION 6.  Consolidation, Merger,
etc.  In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other
property, then in any such case the then outstanding shares of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share equal to the Formula Number then in effect times the aggregate
amount of stock, securities, cash or any other property (payable in kind), as
the case may be, into which or for which each share of Common Stock is exchanged
or changed.  In the event both this Section 6 and Section 2 appear to
apply to a transaction, this Section 6 will control.

       

      SECTION 7.  No Redemption; No Sinking
Fund.  (a)  The shares of Series A Preferred Stock
shall not be subject to redemption by the Company or at the option of any holder
of Series A Preferred Stock; provided, however, that,
subject to Section 4(a)(iv), the Company may purchase or otherwise acquire
outstanding shares of Series A Preferred Stock in the open market or by offer to
any holder or holders of shares of Series A Preferred Stock.

       

      (b)  The shares of Series A
Preferred Stock shall not be subject to or entitled to the operation of a
retirement or sinking fund.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      SECTION 8.  Ranking.  The
Series A Preferred Stock shall rank junior to all other series of Preferred
Stock of the Company unless the Board shall specifically determine otherwise in
fixing the powers, preferences and relative, participating, optional and other
special rights of the shares of such series and the qualifications, limitations
and restrictions thereof.

       

      SECTION 9.  Fractional
Shares.  The Series A Preferred Stock shall be issuable upon
exercise of the Rights issued pursuant to the Rights Agreement in whole shares
or in any fraction of a share that is one one-thousandth of a share (as
such fraction may be adjusted as provided in the Rights Agreement) or any
integral multiple of such fraction which shall entitle the holder, in proportion
to such holder’s fractional shares, to receive dividends, exercise voting
rights, participate in distributions and to have the benefit of all other rights
of holders of Series A Preferred Stock.  In lieu of fractional shares,
the Company, prior to the first issuance of a share or a fraction of a share of
Series A Preferred Stock, may elect (a) to make a cash payment as provided
in the Rights Agreement for fractions of a share other than
one one-thousandths of a share (as such fraction may be adjusted as
provided in the Rights Agreement) or any integral multiple thereof or
(b) to issue depository receipts evidencing such authorized fraction of a
share of Series A Preferred Stock pursuant to an appropriate agreement
between the Company and a depository selected by the Company; provided, however, that such
agreement shall provide that the holders of such depository receipts shall have
all the rights, privileges and preferences to which they are entitled as holders
of the Series A Preferred Stock.

       

      SECTION 10.  Reacquired
Shares.  Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof.  All such shares
shall upon their cancelation become authorized but unissued shares of Preferred
Stock, without designation as to series until such shares are once more
designated as part of a particular series by the Board pursuant to the
provisions of the Certificate.

       

      SECTION 11.  Amendment.  So
long as any shares of Series A Preferred Stock shall be outstanding,
(i) none of the powers, preferences and relative, participating, optional
and other special rights of the Series A Preferred Stock as herein provided
shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series A Preferred Stock so
as to affect them adversely and (ii) no amendment, alteration or repeal of
the Certificate or of the By-laws of the Company shall be effected so as to
affect adversely any of such powers, preferences, rights or privileges, in each
case without the affirmative vote of the holders of at least 66-2/3% of the
outstanding shares of Series A Preferred Stock, voting as a separate class;
provided, however, that no such
amendment, alteration or repeal approved by the holders of at least 66-2/3% of
the outstanding shares of Series A Preferred Stock shall be deemed to apply to
the powers, preferences, rights or privileges of any holder of shares of Series
A Preferred Stock originally issued upon exercise of the Rights after the time
of such approval without the approval of such holder.

       

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, the Company has caused this Certificate to be duly executed in
its corporate name on this 4th day of May, 2009.

       

      
         

        
          
            
              
                
                  
                    	
                            THE
      PEPSI BOTTLING GROUP, INC.,

                          
	 
	
                            by

                          
	 
      	 
      
	 
      	
                            Name:

                          
	 
      	
                            Title:

                          


                  

                

              

            

          

        

        
 

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
B

      

       

      [Form of
Right Certificate]

       

      Certificate
No. [R]-                                                                                     ___________
Rights

       

      NOT
EXERCISABLE AFTER MAY 4, 2010, OR EARLIER IF REDEEMED BY THE
COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $0.01 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID
AND NONTRANSFERABLE.

       

      Right
Certificate

       

      THE PEPSI
BOTTLING GROUP, INC.

       

      This certifies that
                    ,
or registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of May 4, 2009 as it
may be amended from time to time (the “Rights Agreement”),
between THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), and MELLON
INVESTOR SERVICES LLC, as Rights Agent (the “Rights Agent”),
unless the Rights evidenced hereby shall have been previously redeemed or
exchanged by the Company, to purchase from the Company at any time after the
Distribution Date (as defined in the Rights Agreement) and prior to
5:00 p.m., New York City time, on the first anniversary of the date of the
Rights Agreement (the “Expiration Date”), at
the office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-thousandth (1/1,000th) of a fully paid,
nonassessable share of Series A Preferred Stock, par value $0.01 per share,
of the Company (the “Preferred Shares”),
at a purchase price per one one-thousandth (1/1,000th) of a share
equal to $100 (the “Purchase Price”)
payable in cash, upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed.

       

      The Purchase Price and the number and
kind of shares which may be purchased upon exercise of each Right evidenced by
this Right Certificate, as set forth above, are the Purchase Price and the
number and kind of shares which may be so purchased as of May 4,
2009.  As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares which may be purchased upon the exercise of each Right
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      If the Rights evidenced by this Right
Certificate are at any time beneficially owned by an Acquiring Person or an
Affiliate or Associate of an Acquiring Person (as such terms are defined in the
Rights Agreement), such Rights shall be null and void and nontransferable and
the holder of any such Right (including any purported transferee or subsequent
holder) shall not have any right to exercise or transfer any such
Right.

       

      This Right Certificate is subject to
all the terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which reference to the Rights Agreement is hereby made for a
full description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Right Certificates.  Copies of the Rights Agreement are on file at the
above-mentioned office of the Rights Agent and are also available from the
Company upon written request.

       

      This Right Certificate, with or without
other Right Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number and kind of shares as the Rights evidenced
by the Right Certificate or Right Certificates surrendered shall have entitled
such holder to purchase.  If this Right Certificate shall be exercised
in part, the holder shall be entitled to receive upon surrender hereof another
Right Certificate or Right Certificates for the number of whole Rights not
exercised.

       

      Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Right Certificate may be redeemed by the
Company at its option at a redemption price (in cash or shares of Common Stock,
par value $0.01 per share, of the Company or other securities of the Company
deemed by the Board of Directors of the Company to be at least equivalent in
value) of $0.01 per Right (which amount shall be subject to adjustment as
provided in the Rights Agreement) at any time prior to the earlier of
(i) the Distribution Date and (ii) the Expiration Date.

       

      The Company may, but shall not be
required to, issue fractions of Preferred Shares or distribute certificates
which evidence fractions of Preferred Shares upon the exercise of any Right or
Rights evidenced hereby.  In lieu of issuing fractional shares, the
Company may elect to make a cash payment as provided in the Rights Agreement for
fractions of a share other than one one-thousandth (1/1,000th) of a
share (as such fraction may be adjusted as provided in the Rights Agreement) or
any integral multiple thereof or to issue certificates or utilize a depository
arrangement as provided in the terms of the Rights Agreement and the Preferred
Shares.

       

      No holder of this Right Certificate
shall be entitled to vote or receive dividends or be deemed for any purpose the
holder of the Preferred Shares or of any other securities of the Company which
may at any time be issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon the holder hereof,
as such, any of the rights of a stockholder of the Company, including, without
limitation, any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in the Rights Agreement), or to
receive dividends or other distributions or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in accordance with the provisions of the Rights
Agreement.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      This Right Certificate shall not be
valid or obligatory for any purpose until it shall have been countersigned by an
authorized signatory of the Rights Agent.

       

      WITNESS the facsimile signature of the
proper officers of the Company and its corporate seal.

       

      Dated as
of:

       

      
         

        
          
            
              
                
                  
                    
                      
                        	
                                THE
      PEPSI BOTTLING GROUP, INC.,

                              
	 
	
                                by

                              
	 
      	 
      
	 
      	
                                Name:

                              
	 
      	
                                Title:

                              


                      

                    

                  

                

              

            

          

        

      

       

       

      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Attest:

                                                  
	 
      
	 Name:
	 Title:


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      Date of
countersignature:

       

      Countersigned:

       

      
        
           

          
            
              
                
                  
                    
                      	
                              
                                MELLON
      INVESTOR SERVICES LLC,

                                
                                  as
      Rights Agent,

                                

                              

                            
	 
	
                              by

                            
	 
      	 
      
	 
      	
                              
                                Authorized
      Signatory

                              

                            
	 
      	
                               

                            


                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      [On
Reverse Side of Right Certificate]

       

      FORM OF
ELECTION TO PURCHASE

       

      (To be
executed by the registered holder if

      such
holder desires to exercise the Rights

      represented
by this Right Certificate.)

       

      


       

      To the
Rights Agent:

       

      The undersigned hereby irrevocably
elects to exercise           
Rights represented by this Right Certificate to purchase the Preferred Shares
(or other shares) issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of:

      


      Please
insert social security

      or other
identifying number

      
      

       

      ____________________________________________________________________________________________________________________________________________

      (Please
print name and address)

       

      If such number of Rights shall not be
all the Rights evidenced by this Right Certificate, a new Right Certificate for
the balance remaining of such Rights shall be registered in the name of and
delivered to:

      


      Please
insert social security

      or other
identifying number

       

      
        ____________________________________________________________________________________________________________________________________________

      

      (Please
print name and address)

       

      Dated: ____________,

       

      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      
	 
      	
                                      Signature

                                    
	 
      	
                                       

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

       

       

      Signature
Guaranteed:

       

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       

      The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not being exercised by or on behalf of a person who is or was an
Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement) and (2) after due inquiry and to the best
knowledge of the undersigned, the undersigned did not acquire the Rights
evidenced by this Right Certificate from any person who is or was an Acquiring
Person or an Affiliate or Associate thereof.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      Dated:
______________________, ____

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      
	 
      	
                                        Signature

                                      
	 
      	
                                         

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

       

      Signature
Guaranteed:

       

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

       

      FORM OF
ASSIGNMENT

       

      (To be
executed by the registered holder if such

      holder
desires to transfer the Right Certificate.)

       

      FOR VALUE RECEIVED
_______________________________ hereby sells, assigns and transfer unto
______________________________________________ 

      
        ____________________________________________________________________________________________________________________________________________

      

      (Please
print name and address of transferee)

       

      
        ____________________________________________________________________________________________________________________________________________

      

       

      this
Right Certificate, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint ______________ Attorney, to transfer
the within Right Certificate on the books of the within-named Corporation, with
full power of substitution.

       

      Dated:  ____________,
____

       

      ______________________________

      Signature

       

      Signature
Guaranteed:

       

      Signatures
must be guaranteed by a participant in the Securities Transfer Agent Medallion
Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

       

      The undersigned hereby certifies that
(1) the Rights evidenced by this Right Certificate are not being sold,
assigned or transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement), (2) this Right Certificate is not being sold, assigned
or transferred to or on behalf of any such Acquiring Person, Affiliate or
Associate and (3) after inquiry and to the best knowledge of the
undersigned, the undersigned did not acquire the Rights evidenced by this Right
Certificate from any Person who is or was an Acquiring Person or an Affiliate or
Associate thereof (as such terms are defined in the Rights
Agreement).

       

      ______________________________

      Signature

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      NOTICE

       

      The signature on the foregoing Form of
Election to Purchase or Form of Assignment must correspond to the name as
written upon the face of this Right Certificate in every particular, without
alteration or enlargement or any change whatsoever.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
C

       

      RIGHTS
BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES
AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND
NONTRANSFERABLE.

      SUMMARY
OF RIGHTS TO PURCHASE

       

      SERIES A
PREFERRED STOCK

       

      OF THE
PEPSI BOTTLING GROUP, INC.

       

      On May 3, 2009, the Board of Directors
(the “Board”)
of THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), declared a
dividend of one right (the “Rights”) for each
outstanding share of Common Stock, par value $0.01 per share, of the Company
(the “Common
Shares”) and each share of Class B Common Stock, par value $0.01 per
share of the Company (the “Class B Common
Shares”).  The Rights will be issued to the holders of record
of Common Shares and Class B Common Shares outstanding at May 14, 2009 (the
“ Record Date”)
and with respect to Common Shares and Class B Common Shares issued
thereafter until the Distribution Date (as defined below).  Each
Right, when it becomes exercisable as described below, will entitle the
registered holder to purchase from the Company
one one-thousandth (1/1,000th) of a share of Series A Preferred Stock,
par value $0.01 per share, of the Company (the “Preferred Shares”) at
a price of $100.00 (the “Purchase
Price”).  The description and terms of the Rights are set forth
in a Rights Agreement dated as of May 4, 2009 as it may be amended from time to
time (the “Rights
Agreement”), between the Company and Mellon Investor Services LLC, a New
Jersey limited liability  company, as Rights Agent (the “Rights
Agent”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Until the earlier of (i) such time
as the Company learns that (A) a person or group (including any affiliate
or associate of such person or group), other than PepsiCo, Inc. (so long as
PepsiCo, Inc. continues to own more than 15% of the voting and economic power of
the outstanding Common Shares and Class B Common Shares), has acquired, or
obtained the right to acquire, beneficial ownership of more than 15% of the
outstanding Common Shares, or (B) that PepsiCo, Inc. or any of its
affiliates or associates has acquired, or obtained the right to acquire,
beneficial ownership of any additional Common Shares (any such person or group
being called an “Acquiring Person”)
and (ii) such date, if any, as may be designated by the Board following the
commencement of, or first public disclosure of an intention to commence, a
tender or exchange offer for outstanding Common Shares which could result in
such person or group becoming the beneficial owner of more than 15% of the
outstanding Common Shares, (the earlier of such dates being called the “Distribution Date”),
the Rights will be evidenced by certificates for Common Shares or Class B
Common Shares as the case may be, registered in the names of the holders
thereof, or, in the case of Common Shares held in uncertificated form, by the
transaction statement or other record of ownership of such Common Shares, and
not by separate Right Certificates.  With respect to any Common Shares
and Class B Common Shares outstanding as of the Record Date, until the
earliest of the Distribution Date, the Redemption Date or the Expiration Date,
(i) in the case of certificated shares, the Rights associated with the Common
Shares or Class B Common Shares represented by a certificate shall be
evidenced by such certificate along with a copy of this Summary of Rights, and
the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares or Class B Common
Shares, as the case may be, represented thereby, and (ii) in the case of Common
Shares held in uncertificated form, the Rights associated with the Common Shares
shall be evidenced by the balances indicated in the book-entry account system of
the transfer agent for the Common Shares, and the transfer of any Common Shares
in the book-entry account system of the transfer agent for such Common Shares
shall also constitute the transfer of the Rights associated with such Common
Shares.  Therefore, until the Distribution Date, the Rights will be
transferred with and only with the underlying Common Shares or Class B
Common Shares, as the case may be.

       

      
        
          
          

        

        
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      As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Shares
and Class B Common Shares as of the close of business on the Distribution
Date, and such separate Right Certificates alone will thereafter evidence the
Rights.

      The Rights are not
exercisable until the Distribution Date and will expire at
5:00 p.m., New York City time, on May 4, 2010 (the “Expiration Date”),
unless earlier redeemed or exchanged by the Company as described
below.

      The number of Preferred Shares or other
securities issuable upon exercise of the Rights is subject to adjustment by the
Board in the event of any change in the Common Shares, Class B Common
Shares or Preferred Shares, whether by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations or
exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other
similar changes in capitalization, any distribution or issuance of assets,
evidences of indebtedness or subscription rights, options or warrants to holders
of Common Shares, Class B Common Shares or Preferred Shares or
otherwise.  The Purchase Price and the number of Preferred Shares or
other securities issuable upon exercise of the Rights are subject to adjustment
from time to time in the event of the declaration of a stock dividend on the
Common Shares or Class B Common Shares payable in Common Shares or
Class B Common Shares or a subdivision or combination of the Common Shares
or Class B Common Shares prior to the Distribution Date.

       

      
        
          
          

        

        
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      The Preferred Shares are authorized to
be issued in fractions which are an integral multiple of
one one-thousandth (1/1,000th) of a Preferred Share.  The
Company may, but is not required to, issue fractions of shares upon the exercise
of Rights, and in lieu of fractional shares, the Company may make a cash payment
based on the market price of such shares on the first trading date prior to the
date of exercise or utilize a depositary arrangement as provided by the terms of
the Preferred Shares.

      Subject to the right of the Board to
redeem or exchange the Rights as described below, at such time as there is an
Acquiring Person, the holder of each Right will thereafter have the right to
receive, upon exercise thereof, for the Purchase Price, that number of
one one-thousandths (1/1,000ths) of a Preferred Share equal to the
number of Common Shares which at the time of such transaction would have a
market value of twice the Purchase Price.  Any Rights that are or were
beneficially owned by an Acquiring Person on or after the Distribution Date will
become null and void and will not be subject to the “flip-in”
provision.

       

       

      
        
          
          

        

        
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      In the event the Company is acquired in
a merger or other business combination by an Acquiring Person that has common
shares publicly traded in the United States or 50% or more of the Company’s
assets or assets representing 50% or more of the Company’s earning power are
sold, leased, exchanged or otherwise transferred (in one or more transactions)
to an Acquiring Person that has common shares publicly traded in the United
States, proper provision must be made so that each Right will entitle its holder
to purchase, for the Purchase Price, that number of common shares of such entity
which at the time of the transaction would have a market value of twice the
Purchase Price.  In the event the Company is acquired in a merger or
other business combination by an Acquiring Person that does not have common
shares publicly traded in the United States or 50% or more of the Company’s
assets or assets representing 50% or more of the earning power of the Company
are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person that does not have common shares publicly
traded in the United States, proper provision must be made so that each Right
will entitle its holder to purchase, for the Purchase Price, at such holder’s
option, (i) that number of common shares of the surviving corporation in
the transaction with such entity which at the time of the transaction would have
a book value of twice the Purchase Price, (ii) that number of common shares
of such entity which at the time of the transaction would have a book value of
twice the Purchase Price or (iii) if such entity has an affiliate which has
common shares publicly traded in the United States, that number of common shares
of such affiliate which at the time of the transaction would have a market value
of twice the Purchase Price.  The “flip-over” provision only applies
to a merger or similar business combination with an Acquiring
Person.

      ANY RIGHTS THAT ARE OR WERE, AT ANY
TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED
BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR
A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT
(INCLUDING ANY SUBSEQUENT HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH
RIGHT.

       

       

      
        
          
          

        

        
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      The Rights are redeemable by the Board
at a redemption price of $0.01 per Right (the “Redemption Price”)
any time prior to the earlier of (i) the Distribution Date and
(ii) the Expiration Date (the date of such redemption being the “Redemption
Date”).  Immediately upon the action of the Board electing to
redeem the Rights, and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

      After there is an Acquiring Person the
Board may elect to exchange each Right (other than Rights owned by an Acquiring
Person) for consideration per Right consisting of (i) one-half of the
securities that would be issuable at such time upon the exercise of one Right
pursuant to the terms of the Rights Agreement or (ii) cash in an amount
equal to the Purchase Price.  Notwithstanding the foregoing, the Board
is not empowered to effect such exchange at any time after any person (other
than the Company, any subsidiary of the Company, any employee benefit plan of
the Company or any such subsidiary, or any entity holding Common Shares for or
pursuant to the terms of any such plan), together with all affiliates and
associates of such person, becomes the beneficial owner of 50% or more of the
Common Shares then outstanding.

      At any time prior to such time as there
shall be an Acquiring Person, the Company may, without the approval of any
holder of the Rights, supplement or amend any provision of the Rights Agreement
(including the date on which the Distribution Date will occur, the amount of the
Purchase Price or the definition of “Acquiring Person”), except that no
supplement or amendment may be made that extends the Expiration Date or reduces
the Redemption Price.

       

       

      
        
          
          

        

        
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      Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

      A copy of the Rights Agreement,
including the terms of the Preferred Shares, will be filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A.  A copy of the Rights Agreement is available free of
charge from the Company upon written request.  This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.

      


       

       

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