**Exhibit 10.4**
**Settlement Agreement**
Settlement Agreement dated June 28, 2005 between Bottling Group, LLC, 1 Pepsi Way, Somers, New York10589 (“PBG”), and PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo”).
WHEREAS, five leading suppliers of high fructose corn syrup (“Fructose”) during the period fromJuly 1, 1991 to June 30, 1995 (the “Class Period”) have settled a class action lawsuit known as *Inre: High Fructose Corn Syrup Antitrust Litigation Master File No. 95-1477*in the United StatesDistrict Court for the Central District of Illinois (the “Lawsuit”) for the total amount of $531million;
WHEREAS, the bottling operations owned and operated by PepsiCo during the Class Period purchasedapproximately $ 979 million of Fructose during the Class Period and as a result have a claim forrecovery from the Lawsuit settlement through Pepsi-Cola Commodities, Inc. (“Commodities”), aPepsiCo subsidiary at that time which purchased Fructose for PepsiCo’s company owned bottlingoperations and was transferred to PBG in connection with the formation of PBG in 1999; and
WHEREAS, each of PepsiCo and PBG claims that it is entitled to receive the recovery from theLawsuit relating to the Fructose purchases by Commodities and in order to settle this dispute theparties have agreed to share the recovery from the Lawsuit settlement to the extent the recoveryrelates to Fructose purchases by PepsiCo’s company owned bottling operations transferred to PBG,all upon the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
     1. The parties agree to share equally (50/50) the proceeds from the settlement of the Lawsuitrelated to Fructose purchases during the Class Period by the PepsiCo company owned bottlingbusiness which were transferred to PBG when PBG was formed in 1999. In order to allocate theportion of the total Fructose purchases by PepsiCo’s company owned bottling operations to thebottling operations transferred to PBG, the parties have agreed to use case sales of PepsiCobeverage products (in 8 oz. cases) sold by these bottling operations during the Class Period as themeasure for allocation. Based on the case sales of PepsiCo beverage products during the ClassPeriod for all of PepsiCo’s company owned bottling operations, the parties have agreed to allocate91.6% of the total Fructose purchases by PepsiCo’s company owned operations to the bottlingoperations transferred to PBG. As a result, PBG will be entitled to receive 45.8% (50% times91.6%) of the total recovery related to the Fructose purchases by PepsiCo’s company owned bottlingoperations and PepsiCo shall receive the remaining 54.2% of such total recovery.
     2. As the company which purchased Fructose for PepsiCo’s company owned bottling operations andhas made the formal claim related to these Fructose purchases to the claims administrator,Commodities is expected to receive settlement payments from the claims administrator relating tothe Lawsuit settlement from time to time starting in the middle of 2005. Upon receipt of any suchpayments, Commodities will immediately thereafter transfer to PepsiCo 54.2% of all funds itreceives with the remaining 45.8% to be retained by Commodities, as a subsidiary of PBG.
     3. The parties agree that this Settlement Agreement relates solely to the recovery from theLawsuit settlement for the Fructose purchases by PepsiCo’s company owned bottling operations duringthe Class Period. This Settlement Agreement does not have any bearing on (i) any recoveries
 

 

by PBG of any other amounts from the Lawsuit settlement relating to Fructose purchased by thePBG bottling businesses through or from third parties other than Commodities or other globalprocurement entity or (ii) any recoveries by PepsiCo of any other amounts from the Lawsuitsettlement relating to the Fructose purchases by its businesses which were not company ownedbottling operations, such as Quaker or Tropicana.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement as of the date first setforth above.       Bottling Group, LLC       By: /s/ Steven M. Rapp         Managing Director       PepsiCo, Inc.       By: /s/ Robert K. Biggart         Vice President