Exhibit 3.1
 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE PEPSI BOTTLING GROUP, INC.
    (a)
    
    The Corporation shall have authority to issue 920,100,000 shares, with a par value of
$.01 per share, of which (i) 900,000,000 shares shall be Common Stock, and 100,000 shares
shall be Class B Common Stock (the Common Stock and the Class B Common Stock being
collectively referred to herein as the Capital Stock), and (ii) 20,000,000 shares shall
be shares of Preferred Stock (the Preferred Stock).(b)
    
    Preferred Stock. The Board of Directors is authorized to provide for the issuance of
all or any shares of the Preferred Stock in one or more classes or series, and to fix for
each such class or series the voting powers (if any) and such distinctive designations,
preferences and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and expressed in
the resolution or resolutions adopted by the Board of Directors providing for the issuance
of such class or series and as may be permitted by the Delaware General Corporation Law
(DGCL); provided, however, that no holder of any Preferred Stock shall be authorized or
entitled to receive upon involuntary liquidation of the Corporation an amount in excess of
$100 per share of Preferred Stock.(c)
    
    Capital Stock.
 (1)
    
    Except as otherwise set forth below in this Article SECOND, the relative
powers, preferences and participating, optional or other special rights, and the
qualification, limitations or restrictions of the Common Stock and Class B Common Stock
shall be identical in all respects.(2)
    
    Subject to the rights of the holders of Preferred Stock, and subject to any
other provisions of this Amended and Restated Certificate of Incorporation, holders of
Common Stock and Class B Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock of any corporation or property of the Corporation as
may be declared thereon by the Board of Directors from time to time out of assets or
funds of the Corporation legally available therefor and shall share equally on a per
share basis in all such dividends and other distributions. In the case of dividends or
other distributions payable in Capital Stock, including distributions pursuant to stock
splits or divisions of Capital Stock of the Corporation, only shares of Common Stock
shall be paid or distributed with respect to Common Stock and only shares of Class B
Common Stock shall be paid or distributed with respect to Class B Common Stock. The
number of shares of Common Stock and Class B Common Stock so distributed on each share
shall be equal in number. Neither the shares of Common Stock nor the shares of Class B
Common Stock may be reclassified, subdivided or combined unless such reclassification,
subdivision or combination occurs simultaneously and in the same proportion for each
class.(3)
    
    At every meeting of the stockholders of the Corporation every holder of Common
Stock shall be entitled to one vote in person or by proxy for each share of Common
Stock standing in his or her name on the transfer books of the Corporation, and every
holder of Class B Common Stock shall be entitled to 250 votes in person or by proxy for
each share of Class B Common Stock
standing




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in his or her name on the transfer books of the Corporation in connection with
the election of directors and all other matters submitted to a vote of stockholders.
Except as may be otherwise required by law or by this Amended and Restated Certificate
of Incorporation, the holders of Common Stock and Class B Common Stock shall vote
together as a single class and their votes shall be counted and totaled together,
subject to any voting rights which may be granted to holders of Preferred Stock, on all
matters submitted to a vote of stockholders of the Corporation. Notwithstanding any
other provision of this Amended and Restated Certificate of Incorporation to the
contrary, holders of Common Stock shall not be eligible to vote on any alteration or
change in the powers, preferences, or special rights of the Class B Common Stock that
would not adversely affect the rights of the Common Stock; provided that, for the
foregoing purposes, any provisions for the voluntary, mandatory or other conversion or
exchange of the Class B Common Stock into or for Common Stock on a one for one basis
shall be deemed not to adversely affect the rights of the Common Stock. Except as
otherwise provided by law, and subject to any rights of the holders of Preferred Stock,
the provisions of this Amended and Restated Certificate of Incorporation shall not be
modified, revised, altered or amended, repealed or rescinded in whole or in part,
without the approval of a majority of the votes cast by the holders of the Common Stock
and the Class B Common Stock, voting together as a single class; provided, however, that
with respect to any proposed amendment of this Amended and Restated Certificate of
Incorporation which would alter or change the powers, preferences or special rights of
the shares of Common Stock or Class B Common Stock so as to affect them adversely, the
approval of a majority of the votes cast by the holders of the shares affected by the
proposed amendment, voting separately as a class, shall be obtained in addition to the
approval of a majority of the votes entitled to be cast by the holders of the Common
Stock and the Class B Common Stock voting together as a single class as hereinbefore
provided.(4)
    
    Each share of Class B Common Stock held by PepsiCo, Inc. and its subsidiaries,
affiliates and divisions (collectively PepsiCo) shall, at PepsiCos option, be
convertible into one share of Common Stock. Any share of Class B Common Stock
transferred by PepsiCo to any person or entity other than a PepsiCo affiliate or
subsidiary will automatically be converted into shares of Common Stock upon such
transfer.(5)
    
    In the event of any dissolution, liquidation or winding up of the affairs of
the Corporation, whether voluntary or involuntary, after payment in full of the amounts
required to be paid to the holders of Preferred Stock, the remaining assets and funds
of the Corporation shall be distributed pro rata to the holders of Capital Stock, and
the holders of Common Stock and the holders of Class B Common Stock will be entitled to
receive the same amount per share in respect thereof.(6)
    
    Except as shall otherwise be approved by a majority of the votes cast by the
holders of each class of Capital Stock voting separately as a class, in case of any
reorganization or any consolidation of the Corporation with one or more other
corporations or a merger of the Corporation with another corporation in which shares of
Common Stock or Class B Common Stock are converted into (or entitled to receive with
respect thereto) shares of stock and/or other securities or property (including cash),
each holder of a share of Common Stock shall be entitled to receive with respect to
such shares the same kind and amount of shares of stock and other securities and
property (including cash) receivable upon such reorganization, consolidation or merger
by a holder of a share of Class B Common Stock, and each holder of a share of Class B
Common Stock shall be entitled to receive with respect to such share the same kind and
amount of shares of stock and other securities and property (including cash) receivable
upon such reorganization, consolidation or merger by a holder of a share of Common
Stock.




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(a)
    
    No holder of any shares of the Corporation, whether now or hereinafter authorized,
shall have any preemptive right to subscribe for or to purchase any shares or other
securities of the Corporation, nor have any right to cumulate his votes for the election of
directors.(b)
    
    Except as otherwise provided in paragraph (c) below or in any other provision of this
Amended and Restated Certificate of Incorporation, at all meetings of the stockholders of
the Corporation, a quorum being present, all matters including the election of directors
shall be decided by a majority of the votes cast.(c)
    
    If the number of nominees for any election of directors nominated (i) by the Board of
Directors, or (ii) any stockholder, or (iii) a combination of nominees by the Board of
Directors and any stockholder, exceeds the number of Directors to be elected, the nominees
receiving a plurality of the votes cast by holders of shares entitled to vote in the
election at a meeting at which a quorum is present shall be elected.
   (a)
    
    The Board of Directors shall have the exclusive power and authority to direct
management of the business and affairs of the Corporation and shall exercise all corporate
powers, and possess all authority, necessary or appropriate to carry out the intent of this
provision, and which are customarily exercised by the board of directors of a public
company. In furtherance of the foregoing, but without limitation, the Board of Directors
shall have the exclusive power and authority to: (a) elect all executive officers of the
Corporation as the Board may deem necessary or desirable from time to time; (b) fix the
compensation of such officers; and (c) fix the compensation of directors.(b)
    
    The number of directors constituting the Board of Directors shall not be less than two
nor more than fifteen, as may be fixed from time to time by resolution duly adopted by the
Board of Directors. The only qualifications for directors of the Corporation shall be those
set forth in this Amended and Restated Certificate of Incorporation and in the Companys
Director Independence Policy. Directors need not be residents of the State of Delaware.(c)
    
    A vacancy occurring on the Board of Directors, including, without limitation, a vacancy
resulting from an increase in the number of directors, may only be filled by a majority of
the remaining directors or by the sole remaining director in office. In the event of the
death, resignation, retirement, removal or disqualification of a director during his
elected term of office, his successor shall serve until the next stockholders meeting at
which directors are elected.(d)
    
    The Board of Directors may adopt, amend or repeal the Corporations Bylaws, in whole or
in part, but any Bylaws made by the Board of Directors may be altered, amended or repealed
by the stockholders entitled to vote.(e)
    
    The Corporation may in its Bylaws confer upon directors powers additional to the
foregoing and the powers and authorities conferred upon them by statute.(f)
    
    The Board of Directors may create and make appointments to one or more committees of
the Board, comprised exclusively of directors, who will serve at the pleasure of the Board
and who may have and exercise such powers of the Board in directing the management of the
business and affairs of the Corporation as the Board may delegate, in its sole discretion,
consistent with the provisions of the DGCL and this Amended and Restated Certificate of
Incorporation. The Board of Directors may
not delegate its authority over the expenditure of funds of the Corporation except to a
committee of the Board and except to one or more executive officers of the Corporation
elected by the Board.




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(a)
    
    PepsiCo shall have no duty to refrain from engaging in the same or similar activities
or lines of business as the Corporation, and except as provided in paragraph (b) below,
neither PepsiCo nor any officer, director, or employee thereof shall be liable to the
Corporation or its stockholders for breach of any fiduciary duty by reason of any such
activities of PepsiCo or of such person. In the event that PepsiCo acquires knowledge of a
potential transaction or matter which may be a corporate opportunity for both PepsiCo and
the Corporation, PepsiCo shall have no duty to communicate or offer such corporate
opportunity to the Corporation and shall not be liable to the Corporation or its
stockholders for breach of any fiduciary duty as a stockholder of the Corporation by reason
of the fact that PepsiCo pursues or acquires such corporate opportunity for itself, directs
such corporate opportunity to another person, or does not communicate information regarding
such corporate opportunity to the Corporation.(b)
    
    In the event that a director or officer of the Corporation, who is also a director or
officer of PepsiCo, acquires knowledge of a potential transaction or matter which may be a
corporate opportunity for both the Corporation and PepsiCo, such director or officer shall
have fully satisfied and fulfilled his or her fiduciary duty to the Corporation and its
stockholders with respect to such corporate opportunity, and shall not be liable to the
Corporation or its stockholders for breach of any fiduciary duty by reason of the fact that
PepsiCo pursues or acquires such corporate opportunity for itself or directs such corporate
opportunity to another person or does not communicate information regarding such corporate
opportunity to the Corporation, if such director or officer acts consistent with the
following:
 (i)
    
    a corporate opportunity offered to any person who is an officer of the
Corporation, and who is also a director of PepsiCo, shall belong to the Corporation;
(ii) a corporate opportunity offered to any person who is a director of the
Corporation, and who is also a director or officer of PepsiCo shall belong to the
Corporation if such opportunity is expressly offered to such person solely in his or
her capacity as a director of the Corporation, and otherwise shall belong to PepsiCo;
and (iii) a corporate opportunity offered to any person who is an officer of both the
Corporation and PepsiCo shall belong to the Corporation.
  (a)
    
    The Corporation shall, to the fullest extent from time to time permitted by law,
indemnify its directors, officers, employees and agents against all liabilities and
expenses in any suit or proceedings, whether civil, criminal, administrative or
investigative, and whether or not brought by or on behalf of the Corporation, including all
appeals therefrom, arising out of their status as such or their activities in any of the
foregoing capacities. The Corporation shall likewise and to the same extent indemnify any
person who, at the request of the Corporation, is or was serving as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or as a trustee or administrator
under any employee benefit plan.(b)
    
    The right to be indemnified hereunder shall include, without limitation, the right of a
director or officer to be paid expenses in advance of the final disposition of any
proceedings, upon receipt of an undertaking to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified hereunder.(c)
    
    A person entitled to indemnification hereunder shall also be paid reasonable costs,
expenses and attorneys fees in connection with the enforcement of rights to the
indemnification granted hereunder.(d)
    
    The foregoing rights of indemnification shall not be exclusive of any other rights to
which those seeking indemnification may be entitled.(e)
    
    The Board of Directors may take such action as it deems necessary or desirable to carry
out these indemnification provisions, including without limitation adopting procedures for
determining and




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enforcing the rights guaranteed hereunder, and purchasing insurance
policies; and the Board of Directors is expressly empowered to adopt, approve and amend
from time to time such bylaws, resolutions or contracts implementing such provisions or
such further indemnification arrangement as may be permitted by law.(f)
    
    Neither the amendment or repeal of this Article, nor the adoption of any provision of
this Amended and Restated Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce any right to indemnification afforded by this Article to any
person with respect to their status or any activities in their official capacities prior to
such amendment, repeal or adoption.
      th
 /s/ Steven M. RappSteven M. RappSenior Vice President, General Counsel and Secretary