Exhibit 10.4
      et seq Act
    Certain Definitions
 Defined Terms
 Additional Member
 Adjusted Capital Account
 (a)
    
    credit to such Capital Account any amounts that such Member is obligated to
restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to restore
pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and(b)
    
    debit to such Capital Account the items described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6).




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Affiliate
 Bankruptcy
 Business Day
 Capital Account
 Capital Contribution
 Certificate of Formation
 Code
 Company Minimum Gain
 Depreciation provided however
 Distribution
 Fiscal Year
 Gross Asset Value
 (a)
    
    The initial Gross Asset Value of any asset contributed by a Member to the
Company shall be the gross fair market value of such asset, as unanimously determined
by the contributing Member and the Managing Directors;(b)
    
    The Gross Asset Values of all assets of the Company shall be adjusted to equal
their respective gross fair market values, as unanimously determined by the Managing
Directors, as of the




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following times: (a) the acquisition of an additional interest in the Company by any new
or existing Member in exchange for more than a de minimis (as that term is used in
Regulation Section 1.704-1(b)(2)(iv)(f)) Capital Contribution; (b) the distribution by
the Company to a Member of more than a de minimis amount of Company property as
consideration for an interest in the Company; and (c) the liquidation of the Company
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). Notwithstanding the
foregoing, the adjustments pursuant to clauses (a) and (b) above shall be made only if
the Managing Directors determine that such adjustments are necessary or appropriate to
reflect the relative economic interests of the Members in the Company;(c)
    
    The Gross Asset Value of any Company asset distributed to any Member shall be
the gross fair market value of such asset, as unanimously determined by the distributee
Member and the Managing Directors, on the date of distribution;(d)
    
    The Gross Asset Value of the assets of the Company shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to
Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that
such adjustments are required to be taken into account in determining Capital Accounts
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (f) of the
definition of Net Profits and Net Losses and Section 6.3(f) hereof; provided,
however, that Gross Asset Value shall not be adjusted pursuant to this
paragraph (d) to the extent that an adjustment was made pursuant to paragraph (b) of
this definition in connection with any transaction that would otherwise have resulted
in an adjustment pursuant to this paragraph (d).
  Initial Member
 Interest
 Majority of the Members and Two-Thirds of the Members
 Managing Director
 Member Members
 Member Nonrecourse Debt
 Member Nonrecourse Debt Minimum Gain
 Member Nonrecourse Deductions




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Membership Interest
 Net Profits and Net Losses
 (a)
    
    Any income of the Company that is exempt from federal income tax and not
otherwise taken into account in computing Net Profits or Net Losses shall be added to
such taxable income or loss;(b)
    
    Any expenditures of the Company described in Section 705(a)(2)(B) of the Code
(or expenditures treated as such pursuant to Regulations Section 1.704-1(b)(2)(iv)(i))
that are not otherwise taken into account in computing Net Profits or Net Losses shall
be subtracted from such taxable income or loss;(c)
    
    If the Gross Asset Value of any Company asset is adjusted pursuant to paragraph
(b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall
be taken into account as gain or loss from the disposition of such asset, for purposes
of computing Net Profits or Net Losses;(d)
    
    Gain or loss resulting from any disposition of Company property with respect to
which gain or loss is recognized for federal income tax purposes (or is deemed realized
pursuant to paragraph (c) above) shall be computed by reference to the Gross Asset
Value of the property disposed of, notwithstanding that the adjusted tax basis of such
property differs from its Gross Asset Value;(e)
    
    In lieu of the depreciation, amortization, and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be taken into
account Depreciation for such Fiscal Year or other period;(f)
    
    To the extent that, under Section 734(b) or Section 743(b) of the Code, an
adjustment is required to be taken into account in determining Capital Accounts,
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment
shall be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases the basis of the asset) from the
disposition of the asset and shall be taken into account for purposes of computing Net
Profits or Net Losses;(g)
    
    Notwithstanding anything to the contrary in the definition of the terms Net
Profits and Net Losses, any items that are specially allocated pursuant to Sections
6.2 and 6.3 shall be excluded in computing Net Profits or Net Losses; and(h)
    
    For purposes of this Agreement, any deduction for a loss on a sale or exchange
of Company property that is disallowed to the Company under Section 267(a)(1) of the
Code or Section 707(b) of the Code shall be treated as an expenditure under Section
705(a)(2)(B) of the Code.
 Nonrecourse Deductions
 Person
 Regulations




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Substitute Member
 Transfer
 The Limited Liability Company
 Formation
 Name
 Business Purposes
 Registered Office and Agent
 Term
 Principal Place of Business
 Title to Company Property




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Business Transactions of the Members and Managing Director with the Company
 Single Class of Interests
 The Members
 The Members
 Member Meetings
 (a)
    
    Actions by the Members; Meetings. The Members may vote, approve a
matter or take any action by the vote of Members at a meeting, in person or by proxy,
or without a meeting by the written consent of Members pursuant to subparagraph (d)
below. Meetings of the Members shall be held upon at least five (5) days prior written
notice of the time and place of such meeting. Notice of any meeting may be waived in
writing by any Member before or after any meeting. Meetings of the Members may be
conducted in person or by conference telephone facilities.(b)
    
    Annual Meeting. An annual meeting of Members shall be held within five
(5) months after the close of the Fiscal Year on such date and at the time and place
(either within or without the State of Delaware) as shall be fixed by the Managing
Directors. At the annual meeting, the Members shall elect the Managing Directors and
transact such other business as may properly be brought before the meeting. In lieu of
an annual meeting of Members, the Members may, by written consent, elect the Managing
Directors and transact such other business as may properly be brought before a meeting
of Members, such elections and actions to have the same force and effect as elections
and actions taken at a meeting of Members. If a meeting of Members is not held or a
consent not executed within five (5) months after the close of the Fiscal Year, the
Managing Directors shall hold their respective offices until such Managing Directors
resign or until new Managing Directors shall be duly elected.(c)
    
    Special Meetings. A special meeting of Members may be called at any
time by the Managing Directors and shall be called by the Managing Directors at the
request in writing of any Member. Any such request shall state the purpose or purposes
of the proposed meeting. Business transacted at any special meeting of Members shall be
confined to the purposes set forth in the notice thereof.(d)
    
    Action by Written Consent. Any action required or permitted under the
Act or this Agreement to be taken by the Members, and any action otherwise referred to
the Members for their approval by the Managing Directors, may be taken by the Members
without a meeting by the written consent of a Majority of Members, or such greater
percentage as is otherwise required under this Agreement for the subject matter of the
written consent. A copy of any action taken by written consent shall be sent promptly
to all Members and filed with the records of the Company.




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(e)
    
    Quorum; Voting. For any meeting of Members, the presence in person or
by proxy of all of the
Members shall constitute a quorum for the transaction of any business. Except as
otherwise provided in this Agreement, the affirmative vote of a Majority of all the
Members shall constitute approval of any action. If, however, a quorum shall not be
present or represented at any meeting of Members, the Members entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting, at which a quorum shall be
present or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.(f)
    
    Record Date. For the purpose of determining the Members entitled to
notice of, or to vote at any meeting of Members or any adjournment thereof, or to
express consent or dissent from any proposal without a meeting, or for the purpose of
determining the Members entitled to receive payment of any Distribution or the
allotment of any rights, or for the purpose of any other action, the Members may fix,
in advance, a date as the record date for any such determination of Members. Such date
shall not be more than fifty nor less than ten days before the date of any meeting, any
action taken without a meeting, the payment of any distribution, or the allotment of
any rights, or any other action.(g)
    
    Person Recognized as Member. The Company shall be entitled to treat the
holder of record of any Interest as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such Interest
on the part of any other Person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the Act.
 No Liability of Members
 Power to Bind the Company
 Management of the Company
 Management By Managing Directors
 (a)
    
    General: Number of Managing Directors. Subject to such matters as are
expressly reserved hereunder or under the Act to the Members for decision, the business
and affairs of the Company shall be managed by the Managing Directors, who shall be
responsible for policy-setting, approving the overall direction of the Company and
making all decisions affecting the business and affairs of the Company. There shall be
at least three (3) but not more than five (5) Managing Directors, the exact number of
Managing Directors to be determined from time to time by resolution of the Members. All
actions of the Managing Directors, unless otherwise stated herein, shall be by majority
vote.(b)
    
    Election: Removal: Resignations. Each Managing Director shall be
elected by a Majority of Members and shall serve until his or her successor has been
duly elected and qualified, or until his or her earlier removal, resignation, death or
disability; provided, however, that so long as Pepsi Holdings shall be
a Member, at least one Managing Director (the Pepsi Holdings Managing Director) shall
be appointed by Pepsi Holdings and shall be an officer or employee




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of Pepsi Holdings,
or of an Affiliate of Pepsi Holdings. A Majority of Members may remove any Managing
Director from any other capacity with the Company at any time (other than being
a member of the Company), with or without cause. If the Pepsi Holdings Managing Director
is removed, Pepsi Holdings shall appoint a new Managing Director. A Managing Director
may resign at any time upon written notice to the Members. The resignation shall take
effect upon receipt of notice or at such later date as specified in such notice. The
acceptance of the resignation is not necessary to make it effective.(c)
    
    Vacancies. Any vacancy occurring as a result of the resignation,
removal, death or disability of a Managing Director or an increase in the number of
Managing Directors shall be filled by the vote of a Majority of the Members;
provided, however, that if the vacancy relates to the Pepsi Holdings
Managing Director, Pepsi Holdings shall appoint a new Managing Director. A Managing
Director chosen to fill a vacancy resulting from the resignation, removal, death or
disability of a Managing Director shall serve the unexpired term of his or her
predecessor in office.
 Powers of Managing Directors
 (a)
    
    purchase, lease or otherwise acquire from any Person, or sell, lease or
otherwise dispose of to any Person, any property of the Company,(b)
    
    open bank accounts and, except as otherwise provided herein, invest the funds
of the Company,(c)
    
    purchase insurance on the business and assets of the Company,(d)
    
    commence lawsuits and other proceedings,(e)
    
    enter into any agreement, instrument or other writing,(f)
    
    retain accountants, attorneys or other agents and(g)
    
    execute, acknowledge and deliver any and all agreements and instruments to
effectuate the foregoing and to take other lawful action that the Managing Directors
consider necessary, convenient or advisable in connection with any business of the
Company.
 Limitation on Powers of Managing Directors
 (a)
    
    take any action in contravention of this Agreement;(b)
    
    take any action which would make it impossible to carry on the ordinary
business of the Company or make any material change in the business or purpose of the
Company;(c)
    
    make, execute or deliver on behalf of the Company any assignment for the
benefit of creditors or file any bankruptcy or insolvency petition;(d)
    
    merge or consolidate the Company with or into another entity;(e)
    
    commingle the Companys funds with those of any other Person;(f)
    
    confess any judgment on behalf of the Company;(g)
    
    approve or permit any voluntary liquidation, dissolution or termination of the
Company;(h)
    
    make any amendment to this Agreement or to the certificate of formation of the
Company;(i)
    
    permit or approve any issuance by the Company of any additional or other equity
interests




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(including any interests convertible into equity interests) of, or the
admission of a new member to, the Company pursuant to Section 9.2;(j)
    
    permit or approve any split, combination or reclassification of any Interests;(k)
    
    make any registered public offering of any equity interests of the Company;(l)
    
    enter into any contract, agreement or arrangement providing for the lending of
funds by the Company other than in the ordinary course of business; or(m)
    
    enter into a sale, lease, transfer or other disposition of any assets of the
Company outside the ordinary course of business with a fair market value in excess of
$10,000,000.
 Liability for Certain Acts
 Salaries
 Powers to Bind the Company
 Capital Contributions
 Capital Contributions
 Maintenance of Capital Accounts
 (a)
    
    The Company shall establish and maintain Capital Accounts for each Member and assignee.
 Capital Account
 (i)
    
    the amount of money contributed by such Member to the Company, if any;(ii)
    
    the Gross Asset Value of property, if any, contributed by such Member
to the Company (net of liabilities that are secured by such contributed property
that the Company is considered to assume or take subject to under Code Section 752
as set forth in Regulations Section 1.704-1(b)(2)(iv)(b)(2));(iii)
    
    the amount of any Company liabilities that are assumed by such Member
pursuant to Regulations Section 1.704-1(b)(2)(iv)(c);




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(iv)
    
    allocations to such Member of Net Profits determined under Section 6.1
of the Agreement; and(v)
    
    any items in the nature of income or gain which are specially allocated
to such Member pursuant to Sections 6.2, 6.3, and 6.4 of the Agreement; and
decreased by
 (i)
    
    the amount of money distributed to such Member by the Company;(ii)
    
    the Gross Asset Value of property distributed to such Member by
the Company (net of liabilities that are secured by such distributed property
that such Member is considered to assume or take subject to under Code Section
752 as set forth in Regulations Section 1.704-1(b)(2)(iv)(b)(5));(iii)
    
    the amount of such Members liabilities that are assumed by the
Company pursuant to Regulation Section 1.704-1(b)(2)(iv)(c);(iv)
    
    allocations to the Member of Net Losses as determined under
Section 6.1; and(v)
    
    any items in the nature of loss or deduction which are specially
allocated to such Member pursuant to Sections 6.2, 6.3 and 6.4 of the Agreement.
 (b)
    
    This Section and other provisions of this Agreement relating to the maintenance
of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and
shall be interpreted and applied in a manner consistent with such Regulations.
Notwithstanding that a particular adjustment is not set forth in this Section, the
Capital Accounts of the Members shall be adjusted as required by, and in accordance
with, the capital account maintenance rules of Regulations Section 1.704-1(b).
 Negative Capital Accounts
 Sale or Exchange of Membership Interest
 Allocations of Profits and Losses; Distributions
 Allocations of Net Profits and Net Losses from Operations
 Special Provisions Regarding Allocations of Net Profits and Net Losses
 (a)
    
    Minimum Gain Chargeback. In the event that there is a net decrease in
the Company Minimum Gain during a Fiscal Year, there shall be a minimum gain chargeback
described in Regulations Sections 1.704-2(f), (g) and (j).(b)
    
    Member Minimum Gain Chargeback. If during a Fiscal Year there is a net
decrease in Member Nonrecourse Debt Minimum Gain, any Member with a share of that
Member Nonrecourse Debt Minimum Gain (as determined under Regulations Section
1.7042(i)(5)) as of the beginning of the year must be allocated items of Company income
and gain for the year (and, if necessary, for succeeding years) equal to that Members
share of such net decrease in accordance with Regulations Sections 1.704-2(i) and (j).




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(c)
    
    Qualified Income Offset. If any Member unexpectedly receives any
adjustments, allocations or distributions described in Regulations Section
1.704-1(b)(2)(ii)(d)(4),(5) or (6), items of Company income and gain shall be specially
allocated to each such Member in an amount and
manner sufficient to eliminate, to the extent required by Regulations Section
1.704-1(b)(2)(ii)(d), the deficit balance in the Adjusted Capital Account of such Member
as quickly as possible, provided that an allocation pursuant to this Section 6.2(c)
shall be made only if and to the extent that such Member would have a deficit balance in
the Adjusted Capital Account after all other allocations provided for in this Article VI
for the applicable taxable year of the Company have been tentatively made as if this
Section 6.2(c) were not in the Agreement.(d)
    
    Allocation of Nonrecourse Deductions. Nonrecourse Deductions
attributable under Sections 1.704-2(c) and (j) of the Regulations to increases in the
Company Minimum Gain shall be allocated, in accordance with Regulations Section
1.704-2(e), to the Members pro rata in proportion to the relative Membership Interest
held by each Member.(e)
    
    Allocation of Member Nonrecourse Deductions. Any Member Nonrecourse
Deductions shall be allocated to the Members in accordance with Regulations Section
1.704-2(i)(1).(f)
    
    Section 754 Adjustment. To the extent that any adjustment to the
adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken
into account in determining Capital Accounts, the amount of such adjustment shall be
treated as an item of gain (if the adjustment increases the basis of the asset) or loss
(if the adjustment decreases such basis), and such gain or loss shall be specially
allocated to the Members in a manner consistent with the manner in which their Capital
Accounts are required to be adjusted pursuant to such section of the Regulations.(g)
    
    Notwithstanding any other provision of this Article VI, no item of loss or
deduction of the Company shall be allocated to a Member if such allocation would cause
or increase a deficit balance in an Adjusted Capital Account of such Member. Any such
loss or deduction shall be allocated first among the Members with positive balances in
their Adjusted Capital Accounts in proportion to (and to the extent of) such positive
balances and thereafter, at such time that there are no Members with positive Adjusted
Capital Accounts, to all the Members in accordance with their Membership Interests.
 Curative Allocations
 Other Allocation Rules
 (a)
    
    For purposes of determining Net Profits, Net Losses or any other items
allocable to any period, Net Profits, Net Losses and any other such items shall be
determined on a daily, monthly or other basis, as determined by the Members using any
method that is permissible under Code Section 706. If an Interest in the Company is
Transferred in accordance with Article VIII of this Agreement, the Net Profits and Net
Losses of the Company and any other items of the Company shall be allocated between the
periods before and after the Transfer using any method that is permissible under Code
Section 706. As of the date of such Transfer, the transferee shall succeed to the
Capital Account of the transferor Member with respect to the Transferred Interest. This




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Section 6.4(a) shall apply for purposes of computing a Members Capital Account and for
federal income tax purposes.(b)
    
    If any fees or other payments deducted for federal income tax purposes by the
Company are recharacterized by the Internal Revenue Service or by a court, in a
determination or ruling with respect to which no appeal or other relief is available,
as nondeductible distributions to any Member, then, notwithstanding all other
allocation provisions (other than the special allocations pursuant to Section 6.2
hereof), gross income shall be allocated to such Member (for each Fiscal Year in which
such recharacterization occurs) in an amount equal to the fees or payments
recharacterized.(c)
    
    A Members share of the excess nonrecourse liabilities of the Company within
the meaning of Regulations Section 1.752-3(a)(3) shall be determined by allocating such
liabilities among the Members in proportion to their Membership Interests, which
proportion shall be deemed to be the Members respective interests in partnership
profits (as such term is used in Regulations Section 1.752-3(a)(3)) for purposes of
such determination.
 Tax Allocations: Code Section 704(c)
 (a)
    
    In accordance with Code Section 704(c), the traditional method as set forth in
Regulations Section 1.704-3(b), shall, solely for tax purposes, direct the allocation
of income, gain, loss, and deduction with respect to any Company property among the
Members so as to take account of any variation between the adjusted basis of such
property to the Company for federal income tax purposes and its initial Gross Asset
Value.(b)
    
    In the event that the Gross Asset Value of any Company asset is adjusted
pursuant to the definition of Gross Asset Value contained herein, subsequent
allocations of income, gain, loss and deduction with respect to such asset shall take
into account any variation between the adjusted basis of such asset for federal income
tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c)
and the traditional method as set forth in Regulations Section 1.704-3(b).(c)
    
    Except as provided in Section 6.5(a), for federal income tax purposes, under
the Code and Regulations, each Company item of income, gain, loss and deduction shall
be allocated among the Members in the same manner as its correlative item of book
income, gain, loss or deduction is allocated pursuant to this Article VI. Any elections
or other decisions relating to such allocations shall be made by the Members (or, to
the extent provided in Section 7.2(g), the Tax Matters Member) in any manner that
reasonably reflects the purpose and intention of this Agreement. Allocations pursuant
to this Section 6.5 are solely for purposes of federal, state and local taxes and shall
not affect, or in any way be taken into account in computing, any Members Capital
Account or share of Net Profits or Net Losses, other items, or distributions pursuant
to any provision of this Agreement.
 Distributions
 (a)
    
    Other than liquidating distributions, which shall be governed by Section 11.1
herein, and the distribution described in Section 6.6(b), the Managing Directors shall
determine, in their sole and absolute discretion, cash available for distribution to
Members and the amount to be distributed to Members, and shall authorize and distribute
to the Members pro rata in proportion to their Membership Interests, the determined
amount when, as and if declared by the Managing Directors; provided,
however, that to the extent of available cash, the Managing Directors shall
authorize and distribute pro rata to all Members sufficient cash such that the
aggregate cash distributed to PBG and PBG Holdings will enable PBG to pay its taxes and
make interest payments on $1 billion 7% Senior Notes due 2029; provided
further,that the total cash




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distributed to the Members pursuant to
this Section 6.6(a) in each Fiscal Year of the Company beginning before February 8,
2001, shall not exceed the Companys net cash flow as defined in Regulations Section
1.707-4(b)(2) for such year without the unanimous consent of all
Members. Available cash, as referred to herein, shall mean the cash and other liquid
investments of the Company after appropriate provision for expenses and liabilities as
determined by the Managing Directors, in their sole and absolute discretion.(b)
    
    The Company shall distribute to Pepsi Holdings, as promptly as is reasonably
practicable, the entire net proceeds of the issuance by the Company on February 9, 1999
of Senior Notes.
 Withholding Taxes
 Accounts and Tax Matters Member
 Books
 Tax Matters Member
 (a)
    
    Prepare and file or supervise the preparation and filing of the Companys
federal, state and local partnership or other income tax returns.(b)
    
    Furnish or cause to be furnished to the Members, within ninety (90) days after
the close of the taxable year of the Company, all tax information with respect to the
Company as may be required by the other Members for the preparation of any separate tax
return which they may be required to file.(c)
    
    Prepare or cause to be prepared, within fifteen (15) days after the close of
each accounting period, a financial report for such accounting period, and shall cause
a copy of the report to be furnished to the other Members. Such copy shall include a
balance sheet as of the last day of the accounting period and a statement of income or
profit and loss for the accounting period and the year-to-date period including that
accounting period. The statement of income or profit and loss shall disclose the amount
of and any changes in profit or loss, and shall show in particular the amounts of
depreciation, amortization, interest, and extraordinary income or charges, whether or
not included in the operating income.(d)
    
    Cause to be prepared and furnished to the Member, within ninety (90) days after
the close of the Fiscal Year, audited financial statements of the Company.(e)
    
    Furnish the name, address, profits interest and taxpayer identification number
of each Member to the Internal Revenue Service.(f)
    
    Refuse to extend the statute of limitations with respect to tax items of the
Company without the unanimous written consent of the Members.




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(g)
    
    Elect the accrual method of accounting for the Company and make any other tax
elections on behalf of the Company as the Tax Matters Member, subject to Section 6.5(
c), deems necessary and advisable; provided, however, that the election
under Code Sections 754, 734(b) and 743(b)
shall be made only with the unanimous consent of the Members; and provided,
further, that no election to treat the Company as a corporation for federal
income tax purposes shall be made under Regulations Section 301.7701-3(c) without the
Pepsi Holdings Managing Directors consent.
   Transfers of Membership Interests
 Prohibition
 Effect of Transfers
 Additional and Substitute Members: Withdrawal of Members
 Admission: Withdrawals
 Admission of Additional Members
 Admission of Assignees as Substitute Members
 (a)
    
    Each Member consents in writing to such admission, which consent may be given
or withheld, or made subject to such conditions as are determined by each Member, in
its sole and absolute discretion; and




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(b)
    
    the Members receive written instruments (including, without limitation, such
assignees consent to be bound by this Agreement as a Member) that are in a form
satisfactory to them, as determined in their sole and absolute discretion.
 Cessation of a Member
 (a)
    
    Events Resulting in Cessation of a Member. Any Member shall cease to be
a Member of the Company upon the earliest to occur of any of the following events:
 (i)
    
    such Members withdrawal from the Company pursuant to Section 9.5
hereof;(ii)
    
    as to any Member that is not an individual, the filing of a certificate
of dissolution, or its equivalent, for such Member; or(iii)
    
    the Bankruptcy of such Member.
 (b)
    
    Effect of Cessation of a Member. Upon any Member ceasing to be a Member
pursuant to Subsection (a) above, other than in a transaction covered by Subsection (c)
below, such Member or its successor in interest (if any) shall become an assignee of
its Membership Interests, entitled to receive the Distributions and allocations of
income, gain, loss, deduction, credit or similar item to which such Member would have
been entitled and shall not be entitled to exercise any of the other rights of a Member
in, or have any duties or other obligations of a Member with respect to, such
Membership Interests. No such Member shall have a right to a return of its Capital
Contribution.(c)
    
    Upon a withdrawal by a Member pursuant to Section 9.5(b), the Members Interest
(i) shall be redeemed by the Company in exchange for such combination of cash and/or
property as is agreed by the withdrawing Member and each other Member of the Company,
which cash and/or property shall be paid by the Company to the withdrawing Member or
its designee at such time or times as are agreed upon by the withdrawing Member and
each other Member of the Company or (ii) shall be disposed of in such other transaction
or transactions as are agreed by the withdrawing Member and each other Member of the
Company.
 Withdrawal of Members
 (a)
    
    Withdrawal Upon Transfer. If a Member has Transferred all of its
Membership Interests in one or more Transfers, then such Member shall withdraw from the
Company on the date upon which each assignee of such Membership Interests has been
admitted as a Substitute Member in accordance with Section 9.3 hereof, and such Member
shall no longer be entitled to exercise any rights or powers of a Member under this
Agreement.(b)
    
    Voluntary Withdrawal. In addition to a withdrawal pursuant to
Subsection (a) above, each Member shall have the right to withdraw from the Company at
any time, but only upon the unanimous consent of the Members. A withdrawing Member
shall have no right to a return of its Capital Contribution.
 Events of Dissolution




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Termination
 Liquidation.
 (a)
    
    to creditors, including Members who are creditors to the extent permitted by
law, in satisfaction of the Companys liabilities; and(b)
    
    to Members in accordance with their positive Capital Account balances, taking
into account all Capital Account adjustments for the Companys Fiscal Year in which the
liquidation occurs. Liquidation proceeds shall be paid by the end of the Companys
Taxable Year in which the liquidation occurs or, if later, within 90 days after the
date of liquidation. Such Distributions shall be in cash or property (which need not be
distributed proportionately) or partly in both, as determined by the Managing
Directors.
 Final Accounting
 Cancellation of Certificate
 Exculpation and Indemnification
 Exculpation
 Indemnification




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Amendment to Agreement
  General Provisions
 Notices
 Entire Agreement
 Counterparts
 Severability
 Governing Law




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##### 



Binding Effect
 Additional Documents and Acts
 No Third-Party Beneficiary
 Limited Liability Company
  PEPSI BOTTLING HOLDINGS, INC.By:
    /s/ Matthew M. McKennaName:
    Matthew M. McKennaTitle:
    PresidentBOTTLING GROUP HOLDINGS, INC.By:
    /s/ Lawrence F. DickieName:
    Lawrence F. DickieTitle:
    Vice President and SecretaryTHE PEPSI BOTTLING GROUP, INC.By:
    /s/ Pamela C. McGuireName:Title: