Exhibit
4.9


 


PepsiAmericas, Inc. 


 


Hourly 401(k) Plan


 


(As Amended and Restated
Effective January 1, 2005)


 





















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.01

  	
   

  	
  “Accounting Period”

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.02

  	
   

  	
  “Accounts”

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.03

  	
   

  	
  “Accrued Benefit”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.04

  	
   

  	
  “Administrative Committee”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.05

  	
   

  	
  “Administrative Services Agreement”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.06

  	
   

  	
  “Administrator”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.07

  	
   

  	
  “Alternate Payee”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.08

  	
   

  	
  “Appendix”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.09

  	
   

  	
  “Authorized Leave of Absence”

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  1.10

  	
   

  	
  “Beneficiary”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.11

  	
   

  	
  “Board of Directors”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.12

  	
   

  	
  “Break in Service”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.13

  	
   

  	
  “Business Day”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.14

  	
   

  	
  “CEO”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.15

  	
   

  	
  “Change Date”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.16

  	
   

  	
  “Commonly Controlled Entity”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.17

  	
   

  	
  “Company”

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  1.18

  	
   

  	
  “Company Stock”

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  1.19

  	
   

  	
  “Compensation”

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  1.20

  	
   

  	
  “Computation Period”

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  1.21

  	
   

  	
  “Contract Administrator”

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  1.22

  	
   

  	
  “Contributions”

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  1.23

  	
   

  	
  “Contribution Dollar Limit”

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  1.24

  	
   

  	
  “Contribution Election” or “Election”

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  1.25

  	
   

  	
  “Contribution Percentage”

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  1.26

  	
   

  	
  “Conversion Election”

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  1.27

  	
   

  	
  “Custodial Agreement”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.28

  	
   

  	
  “Custodian”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.29

  	
   

  	
  “Direct Rollover”

  	
  8

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.30

  	
   

  	
  “Disability” or “Disabled”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.31

  	
   

  	
  “Distributee”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.32

  	
   

  	
  “Early Retirement Date”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.33

  	
   

  	
  “Effective Date”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  “Elective Deferral”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  “Eligible Employee”

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  1.36

  	
   

  	
  “Eligibility Service”

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  1.37

  	
   

  	
  “Eligible Retirement Plan”

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  1.38

  	
   

  	
  “Eligible Rollover Distribution”

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  “Employee”

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  1.40

  	
   

  	
  “Employer”

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  1.41

  	
   

  	
  “Employment Date”

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  1.42

  	
   

  	
  “ERISA”

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  1.43

  	
   

  	
  “Fiduciary”

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  1.44

  	
   

  	
  “Forfeiture”

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  1.45

  	
   

  	
  “Forfeiture Account”

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  1.46

  	
   

  	
  “Highly Compensated Eligible Employee” or “HCE”

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  1.47

  	
   

  	
  “Hour of Service”

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  1.48

  	
   

  	
  “Hussmann”

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  1.49

  	
   

  	
  “Hussmann Participant”

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  1.50

  	
   

  	
  “Hussmann Plan”

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  1.51

  	
   

  	
  “Insurance Contract Arrangement”

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  1.52

  	
   

  	
  “Internal Revenue Code” or “Code”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.53

  	
   

  	
  “Investment Election”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.54

  	
   

  	
  “Investment Fund” or “Fund”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.55

  	
   

  	
  “Limited Deferrals”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.56

  	
   

  	
  “Management Committee”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.57

  	
   

  	
  “Maternity/Paternity Absence”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.58

  	
   

  	
  “Midas”

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  1.59

  	
   

  	
  “Midas Participant”

  	
  13

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.60

  	
   

  	
  “Midas Plan”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.61

  	
   

  	
  “Named Fiduciary”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.62

  	
   

  	
  “Non-Highly Compensated Employee”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.63

  	
   

  	
  “Normal Retirement Date”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.64

  	
   

  	
  “Notice Date”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.65

  	
   

  	
  “Participant”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.66

  	
   

  	
  “Payment Date”

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  1.67

  	
   

  	
  “Plan”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.68

  	
   

  	
  “Plan Administrator”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.69

  	
   

  	
  “Plan Year”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.70

  	
   

  	
  “QDRO”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.71

  	
   

  	
  “Qualified Joint and Survivor Annuity”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.72

  	
   

  	
  “Related Plan”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.73

  	
   

  	
  “Rollover Contribution”

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  1.74

  	
   

  	
  “Senior Vice President”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.75

  	
   

  	
  “Service”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.76

  	
   

  	
  “Settlement Date”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.77

  	
   

  	
  “Severance from Service Date”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.78

  	
   

  	
  “Spousal Consent”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.79

  	
   

  	
  “Spouse”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.80

  	
   

  	
  “Sweep Date”

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  1.81

  	
   

  	
  “Termination of Employment”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.82

  	
   

  	
  “Trade Date”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.83

  	
   

  	
  “Transition Service”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.84

  	
   

  	
  “Trust”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.85

  	
   

  	
  “Trust Agreement”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.86

  	
   

  	
  “Trust Fund”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.87

  	
   

  	
  “Trustee”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.88

  	
   

  	
  “Trustee Transfer”

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  1.89

  	
   

  	
  “Unit Value”

  	
  18

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.90

  	
   

  	
  “Valuation Date”

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  1.91

  	
   

  	
  “Vesting Service”

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  1.92

  	
   

  	
  “Year of Service”

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  Participation and Service

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Eligibility

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  2.02

  	
   

  	
  Service

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  2.03

  	
   

  	
  Break in Service

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  2.04

  	
   

  	
  Authorized Leave of Absence

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  2.05

  	
   

  	
  Transfers

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  Participant Contributions

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Pre-Tax Contribution Elections

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  3.02

  	
   

  	
  Post-Tax Contribution Elections

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  3.03

  	
   

  	
  Election Procedures

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  Employer Contributions and Allocations

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Participant Contributions

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  4.02

  	
   

  	
  Matching Contributions

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  4.03

  	
   

  	
  Formula Based Contributions

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  4.04

  	
   

  	
  Special Contributions

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  4.05

  	
   

  	
  Miscellaneous

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  Rollovers

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Rollovers

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  5.02

  	
   

  	
  Transfers

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  5.03

  	
   

  	
  Hurricane Katrina Distribution Recontribution

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  Accounting For Participants’ Accounts And For
  Investment Funds

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Individual Participant Accounting

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  6.02

  	
   

  	
  Accounting for Investment Funds

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  6.03

  	
   

  	
  Accounts for Alternate Payees

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  6.04

  	
   

  	
  Transition Rules

  	
  35

  
								



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  Investment Funds and Elections

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Investment of Contributions

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  7.02

  	
   

  	
  Investment of Accounts

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  7.03

  	
   

  	
  Investment Funds

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  7.04

  	
   

  	
  Transition Rules

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  7.05

  	
   

  	
  Risk of Loss

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  7.06

  	
   

  	
  Interests in the Investment Funds

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  7.07

  	
   

  	
  Sole Source of Benefits

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  7.08

  	
   

  	
  Alternate Payees

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  Vesting and Forfeitures

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Fully Vested Contribution Accounts

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  8.02

  	
   

  	
  Vesting; Payment of Accrued Benefit On or After
  Retirement or Disability

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  8.03

  	
   

  	
  Vesting Schedule and Forfeitures

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  8.04

  	
   

  	
  Forfeitures

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  8.05

  	
   

  	
  Forfeiture Account

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  Participant Loans

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Participant Loans Permitted

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  9.02

  	
   

  	
  Loan Funding Limits

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  9.03

  	
   

  	
  Maximum Number of Loans

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  9.04

  	
   

  	
  Source of Loan Funding

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  9.05

  	
   

  	
  Interest Rate

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  9.06

  	
   

  	
  Repayment

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  9.07

  	
   

  	
  Repayment Hierarchy

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  9.08

  	
   

  	
  Loan Application, Note and Security

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  9.09

  	
   

  	
  Default, Suspension and Acceleration Feature

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  In-Service Withdrawals

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Withdrawals for General Hardship

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  10.02

  	
   

  	
  Withdrawals for 401(k) Hardship

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  10.03

  	
   

  	
  Withdrawals for Participants over age 591⁄2 or who are
  Disabled

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  10.04

  	
   

  	
  Unrestricted Withdrawals

  	
  47

  
							



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  10.05

  	
   

  	
  Withdrawal Processing

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  10.06

  	
   

  	
  Outstanding Loan

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  10.07

  	
   

  	
  Spousal Consent

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  10.08

  	
   

  	
  Required Withdrawals

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  10.09

  	
   

  	
  Transfer of Accounts

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  10.10

  	
   

  	
  Withdrawals for Hurricane Katrina Victims

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
  Distributions On And After Termination of Employment

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  11.01

  	
   

  	
  Request for Distribution of Benefits

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  11.02

  	
   

  	
  Deadline for Distribution

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  11.03

  	
   

  	
  Payment Form and Medium

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  11.04

  	
   

  	
  Small Amounts Paid Immediately

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  11.05

  	
   

  	
  Payment Within Life Expectancy

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  11.06

  	
   

  	
  Continued Payment of Amounts in Payment Status on
  the Effective Date

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  11.07

  	
   

  	
  TEFRA Transitional Rule

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  11.08

  	
   

  	
  Direct Rollover

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  11.09

  	
   

  	
  Delay

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  Distribution of Accrued Benefits on Death

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  12.01

  	
   

  	
  Payment to Beneficiary

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  12.02

  	
   

  	
  Beneficiary Designation

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  12.03

  	
   

  	
  Benefit Election

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  12.04

  	
   

  	
  Payment Form

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  12.05

  	
   

  	
  Required Commencement of Distribution

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  12.06

  	
   

  	
  Direct Rollover

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  Maximum Contributions

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  13.01

  	
   

  	
  Limit on Pre-Tax Contributions

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  13.02

  	
   

  	
  Actual Deferral Percentage Test

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  13.03

  	
   

  	
  Actual Contribution Percentage Test

  	
  61

  
	
   

  	
   

  	
   

  	
   

  
	
  13.04

  	
   

  	
  Maximum Prohibition

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  13.05

  	
   

  	
  Imposition of Limitations

  	
  62

  
							



 


vi





















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  13.06

  	
   

  	
  Return of Excess Annual Additions, Deferrals and
  Contributions

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  13.07

  	
   

  	
  Incorporation by Reference

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  Custodial Arrangements

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  14.01

  	
   

  	
  Custodial Agreement

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  14.02

  	
   

  	
  Selection of Custodian

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  14.03

  	
   

  	
  Custodian’s Duties

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  14.04

  	
   

  	
  Separate Entity

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  14.05

  	
   

  	
  Plan Asset Valuation

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  14.06

  	
   

  	
  Right of Employers to Plan Assets

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  	
  Administration and Investment Management

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  15.01

  	
   

  	
  General

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  15.02

  	
   

  	
  Senior Vice President Authority to Act as Employer
  with Respect to the Plan and Trust

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  15.03

  	
   

  	
  Management Resources and Compensation Committee of
  the Board of Directors Authority to Act as Employer with Respect to the Plan
  and Trust

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  15.04

  	
   

  	
  Management Committee and Administrator as Named
  Fiduciaries for the Plan

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  15.05

  	
   

  	
  Management Committee as Named Fiduciary for the
  Trust

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  15.06

  	
   

  	
  Actions

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  15.07

  	
   

  	
  Procedures for Designation of a Named Fiduciary

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  15.08

  	
   

  	
  Compensation

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
  15.09

  	
   

  	
  Discretionary Authority of each Named Fiduciary

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
  15.10

  	
   

  	
  Responsibility and Powers of the Administrator
  Regarding Administration of the Plan

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  15.11

  	
   

  	
  Allocations and Delegations of Responsibility

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  15.12

  	
   

  	
  Bonding

  	
  76

  
	
   

  	
   

  	
   

  	
   

  
	
  15.13

  	
   

  	
  Information to be Supplied by Employer

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  15.14

  	
   

  	
  Information to be Supplied by Named Fiduciary

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  15.15

  	
   

  	
  Misrepresentations

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  15.16

  	
   

  	
  Records

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  15.17

  	
   

  	
  Plan Expenses

  	
  78

  
						



 


vii





















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  15.18

  	
   

  	
  Fiduciary Capacity

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  15.19

  	
   

  	
  Employer’s Agent

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  15.20

  	
   

  	
  Plan Administrator

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  15.21

  	
   

  	
  Plan Administrator Duties and Power

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  15.22

  	
   

  	
  Named Fiduciary Decisions Final

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  15.23

  	
   

  	
  No Agency

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  	
  Claims Procedure

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  16.01

  	
   

  	
  Claims Procedure

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  16.02

  	
   

  	
  Notices to Participants, Etc

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  16.03

  	
   

  	
  No Administrator

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  16.04

  	
   

  	
  Administrator’s Discretion

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVII

  	
   

  	
  Adoption and Withdrawal from Plan

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  17.01

  	
   

  	
  Procedure for Adoption

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  17.02

  	
   

  	
  Procedure for Withdrawal

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVIII

  	
   

  	
  Amendment, Termination and Merger

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  18.01

  	
   

  	
  Amendments

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  18.02

  	
   

  	
  Plan Termination

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  18.03

  	
   

  	
  Plan Merger

  	
  88

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIX

  	
   

  	
  Special Top-Heavy Rules

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  19.01

  	
   

  	
  Application of Article XIX

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  19.02

  	
   

  	
  Definitions Concerning Top-Heavy Status

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  19.03

  	
   

  	
  Calculation of Top-Heavy Ratio

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
  19.04

  	
   

  	
  Effect of Top-Heavy Status

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  19.05

  	
   

  	
  Effect of Discontinuance of Top-Heavy Status

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  19.06

  	
   

  	
  Intent of Article XIX

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XX

  	
   

  	
  Miscellaneous Provisions

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  20.01

  	
   

  	
  Assignment and Alienation

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  20.02

  	
   

  	
  Protected Benefits

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  20.03

  	
   

  	
  Plan Does Not Affect Employment Rights

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  20.04

  	
   

  	
  Deduction of Taxes from Amounts Payable

  	
  94

  
								



 


viii





















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  20.05

  	
   

  	
  Facility of Payment

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  20.06

  	
   

  	
  Source of Benefits

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  20.07

  	
   

  	
  Indemnification

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  20.08

  	
   

  	
  Reduction for Overpayment

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  20.09

  	
   

  	
  Limitation on Liability

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  20.10

  	
   

  	
  Company Merger

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.11

  	
   

  	
  Employees’ Trust

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.12

  	
   

  	
  Gender and Number

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.13

  	
   

  	
  Invalidity of Certain Provisions

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.14

  	
   

  	
  Headings

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.15

  	
   

  	
  Uniform and Nondiscriminatory Treatment

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.16

  	
   

  	
  Notice and Information Requirements

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  20.17

  	
   

  	
  Military Service

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  20.18

  	
   

  	
  Law Governing

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX:
  Adoption Agreements

  	
   

  



 


ix





















 


PepsiAmericas, Inc. Hourly Retirement Savings
Plan


 


Whitman Corporation established the Whitman
Corporation Master Retirement Savings Plan for the benefit of
eligible employees of the Company and its participating affiliates.  The Plan is intended to constitute a
qualified profit sharing plan, as described in Section 401(a) of the Code,
which includes a qualified cash or deferred arrangement, as described in
Section 401(k) of the Code.


 


The Plan constitutes an
amendment and restatement of the Supplemental Retirement and Savings Plan for Hourly
Employees of IC Industries, Inc. and includes the spin-off of
liabilities and assets to the Hussmann Corporation Retirement Savings Plan for Hourly Employees
and the Midas International Corporation Retirement Savings Plan for Hourly
Employees on or after January 1, 1998, the merger of Pepsi-Cola General Bottling Company
of Oshkosh, Inc. and Beverage Bottlers Inc. 401(k) Plan as of
July 1, 1995, and the merger of the Lou Gen Ltd. Profit Sharing Plan and Trust as
of January 1, 1997.


 


Effective as of January
1, 2000, Whitman Corporation transferred sponsorship of the Whitman Corporation Master Retirement Savings Plan
to Pepsi-Cola General Bottlers, Inc. and such plan was thus renamed the Pepsi-Cola General Bottlers, Inc. Hourly Retirement
Savings Plan.


 


Effective as of February
15, 2001, PepsiAmericas, Inc. assumed sponsorship of the Pepsi-Cola
General Bottlers, Inc. Hourly Retirement Savings Plan and such
plan was renamed and is now known as the PepsiAmericas, Inc. Hourly
Retirement Savings Plan.


 


Effective July 1, 2001,
the Delta Beverage Group, Inc. Retirement Plan is merged into this Plan and its
assets and liabilities are transferred into this Plan.


 


Effective October 1,
2001, the PepsiAmericas, Inc. Employees Retirement Plan is merged into this
Plan and its assets and liabilities are transferred into this Plan.


 


Effective as of January
1, 2003, the Plan was renamed and is now known as the PepsiAmericas, Inc.
Hourly 401(k) Plan.


 


Effective January 1,
2005, (the “Effective Date”) the Plan is hereby amended and restated, except to
the extent that failure to retroactively make any provisions effective prior to
the Effective Date would result in the Plan (as it existed prior to the
Effective Date) containing a disqualifying provision, as defined in Revenue
Procedure 99-23 (as modified by any Treasury guidance modifying the term
“disqualifying provision”), or an operational defect, as defined in Revenue
Procedure 2001-17, in which case such provision (and any definitions
pertinent to the application of such provision) will be retroactively effective
to the date which will result in no such disqualifying provision or operational
defect in the Plan prior to the Effective Date. 
Except to the extent required by the preceding sentence, the benefits,
rights and features of an individual who participated in the Plan before the
Effective Date, but who does not have an account


 





















 


balance
under the Plan on such date, will be determined under the applicable
instruments in effect for the Plan on the earlier of:  (1) the day on which such individual’s
account was reduced to zero; or (2) the day on which such individual’s
employment terminated.  The terms of this
Plan apply to any accounts created for such individual hereunder on or after
the Effective Date.


 





















 


ARTICLE I


 


Definitions


 


The following sections
of this Article I provide basic definitions of terms used throughout the Plan,
and whenever used herein in a capitalized form, except as otherwise expressly
provided or defined in an Appendix (but in such case only with respect to
persons covered by such Appendix), the terms shall be deemed to have the
following meanings:


 


1.01        “Accounting Period” means the periods generally designated by
the Administrator with respect to each Investment Fund not to exceed one year
in duration.


 


1.02        “Accounts” means the record of a Participant’s interest in
the Plan’s assets represented by his or her:


 


(a)           “Catch-up
Account” which means a Participant’s interest in the Plan’s assets
composed of Catch-up Contributions allocated on or after July 1, 2002, to the
Participant under the Plan, plus all income and gains credited to, and minus
all losses, expenses, withdrawals and distributions charged to, such Account.


 


(b)           “Formula
Based Account” which means a Participant’s interest in the Plan’s assets
composed of Formula Based Contributions allocated on or after January 1,
2001 to the Participant under the Plan, the amount allocated under the Plan, as
of January 1, 2001, if any (as identified by the Administrator), and an
amount allocated from the Lou Gen Ltd. Profit
Sharing Plan, if any, which continues to be accounted for under
the Plan (as identified by the Administrator), plus all income and gains
credited to, and minus all losses, expenses, withdrawals and distributions
charged to, such Account.


 


(c)           “Matching
Account” which means a Participant’s interest in the Plan’s assets composed
of Matching Contributions allocated on or after January 1, 2001 to the
Participant under the Plan, the amount allocated under the Plan, as of
January 1, 2001, if any (as identified by the Administrator), and
including an amount allocated from the Lou Gen Ltd. Profit
Sharing Plan, if any, including an amount allocated from the Delta Beverage Group, Inc.
Retirement Plan, as of July 1, 2001, if any, and including an
amount allocated from the PepsiAmericas,
Inc. Employees Retirement Plan, as of October 1, 2001, if any,
which continues to be accounted for under the Plan (as identified by the
Administrator), plus all income and gains credited to, and minus all losses,
expenses, withdrawals and distributions charged to, such Account.


 


(d)           “Post-Tax
Account” which means a Participant’s interest in the Plan’s assets composed
of post-tax contributions allocated on or after January 1, 2001 to the
Participant under the Plan, the amount allocated under the Plan as of
January 1, 2001, if any (as identified by the Administrator), and
including an amount allocated from the Lou Gen Ltd. Profit
Sharing Plan, if any, which continues to be accounted for under


 





















 


the
Plan (as identified by the Administrator), plus all income and gains credited
to, and minus all losses, expenses, withdrawals and distributions charged to,
such Account.


 


(e)           “Pre-Tax
Account” which means a Participant’s interest in the Plan’s assets composed
of Pre-Tax Contributions allocated on or after January 1, 2001 to the
Participant under the Plan, the amount allocated under the Plan, as of
January 1, 2001, if any (as identified by the Administrator), including an
amount allocated from the Pepsi-Cola General Bottling
Company of Oshkosh, Inc. and Beverage Bottlers Inc. 401(k) Plan,
if any, which continue to be accounted for under the Plan (as identified by the
Administrator), including an amount allocated from the Lou
Gen Ltd. Profit Sharing Plan, if any, prior to January 1, 2001,
including an amount allocated from the PepsiCo Long Term Savings
Program as of May 21, 1999 (or, if later, the date of the
transfer of assets and liabilities from the PepsiCo
Long Term Savings Program), if any, which continues to be accounted
for under the Plan (as identified by the Administrator), including an amount
allocated from the Delta
Beverage Group, Inc. Retirement Plan, as of July 1, 2001, if
any, and including an amount allocated from the PepsiAmericas, Inc. Employees Retirement Plan,
as of October 1, 2001, if any, plus all income and gains credited to, and minus
all losses, expenses, withdrawals and distributions charged to, such Account.


 


(f)            “Rollover
Account” which means a Participant’s interest in the Plan’s assets composed
of Rollover Contributions allocated on or after January 1, 2001 to the
Participant under the Plan, the amount allocated under the Plan, as of
January 1, 2001, if any (as identified by the Administrator), including an
amount allocated from the Lou Gen Ltd. Profit
Sharing Plan, if any, which continues to be accounted for under
the Plan (as identified by the Administrator), including an amount allocated
from the Delta Beverage
Group, Inc. Retirement Plan, as of July 1, 2001, if any, and
including an amount allocated from the PepsiAmericas, Inc. Employees Retirement Plan,
as of October 1, 2001, if any, plus all income and gains credited to, and minus
all losses, expenses, withdrawals and distributions charged to, such Account.


 


(g)           “Special
Account” which means a Participant’s interest in the Plan’s assets composed
of Special Contributions allocated on or after January 1, 2001 to the
Participant under the Plan, the amount allocated under the Plan, as of
January 1, 2001 if any (as identified by the Administrator), plus all
income and gains credited to, and minus all losses, expenses, withdrawals and
distributions charged to, such Account.


 


With respect to an
Alternate Payee or Beneficiary, references to
Accounts will be deemed to be references to all or that portion of a
Participant’s Formula Based Account, Matching Account, Post-Tax Account,
Pre-Tax Account, Rollover Account and Special Account which, under the terms of
the Plan, has been allocated to an Account maintained for such Alternate Payee
or Beneficiary, plus all income and gains credited to, and minus all losses,
expenses and withdrawals charged to, such Account.  References herein to Accounts will also be
deemed to include each of a Participant’s Accounts and references herein to an
Account will be deemed to include any or each of the Participant’s Accounts.


 


2





















 


Effective on and after
August 5, 1999, a Participant’s Accounts will be reduced by the amounts allowed
under Sections 401(a)(13)(C) and (D) of the Code for crimes against the Plan.


 


Notwithstanding the
above, each of the Accounts for each Hussmann Participant and Midas Participant
shall be reduced to zero effective as of the date of transfer of liabilities
and assets of such Accounts to the Hussmann Plan and Midas Plan, respectively.


 


1.03        “Accrued Benefit” 
means the units held in, or posted to, Accounts on the Settlement Date
in accordance with the terms of this Plan, including any applicable
Administrative Services Agreement.


 


1.04        “Administrative Committee” 
means the committee appointed pursuant to the terms of the Plan to
manage and control the operation and administration of the Plan. 
Effective as of November 20, 1998, “Administrative Committee” means the
committee appointed pursuant to the terms of the Plan and Trust as the Named
Fiduciary for the investment of Plan assets in the Trust.  Effective as of January 1, 2000, the
Management Committee assumed the responsibilities of the Administrative
Committee.


 


1.05        “Administrative Services Agreement”  means a contractual arrangement with, or if
no separate contractual arrangement exists, that portion of an Insurance
Contract Arrangement with, a Trustee, Named Fiduciary or a Contract
Administrator which describes the services to be rendered by the Trustee, Named
Fiduciary or Contract Administrator to or on behalf of the Plan and which
Administrative Services Agreement is incorporated into and made a part of the
Plan.


 


1.06        “Administrator” means the Senior Vice-President—Human
Resources of PepsiAmericas, Inc., or any person who shall succeed to the
functional responsibilities of said office. 
The Administrator shall manage and control the operation and
administration of the Plan.


 


1.07        “Alternate Payee” means an individual who is entitled to all
or a portion of a Participant’s Account pursuant to a QDRO.


 


1.08        “Appendix” means a written supplement attached to this Plan
and made a part hereof which has been added in accordance with the provisions
of the Plan.


 


1.09        “Authorized Leave of Absence” means an absence, with or
without Compensation, authorized on a nondiscriminatory basis by a Commonly
Controlled Entity under its standard personnel practices applicable to the
Employee, including any period of time during which such person is covered by a
short-term disability plan of his or her Employer and any period of time
required to be recognized by the collective bargaining agreement between the
Employer and such Employee’s collective bargaining representative.  An Employee who leaves the service of a Commonly
Controlled Entity to enter the Armed Forces of the United States of America and
who reenters the service of the Commonly Controlled Entity with reemployment
rights under


 


3





















 


any
statute granting reemployment rights to persons in the Armed Forces shall be
deemed to have been on an Authorized Leave of Absence.  The date that an Employee’s Authorized Leave
of Absence ends shall be determined in accordance with the personnel policies
of such Commonly Controlled Entity, which ending date shall be no earlier than
the date that the Authorized Leave of Absence is scheduled to end, unless the
Employee communicates to such Commonly Controlled Entity that he or she is to
have a Termination of Employment as of an earlier date.


 


1.10        “Beneficiary” means any person designated by a Participant
(or a Beneficiary of the Participant) to receive any benefits which shall be
payable with respect to the death of a Participant under the Plan or as a
result of a QDRO.


 


1.11        “Board of Directors” means the board of directors of the
Company.


 


1.12        “Break in Service” means: (a) on and after January 1, 2000,
the five (as modified by Section 2.03(d)) or more years of Break in Service as
described in the first paragraph of Section 2.03; and (b) prior to January 1,
2000, means the end of five consecutive Computation Periods (or six consecutive
Computation Periods if absence from employment was due to a Maternity/Paternity
Absence) for which a Participant is credited with less than 501 Hours of
Service.


 


1.13        “Business Day” means any day or part of a day on which the
New York Stock Exchange and the Trustee are open for business.


 


1.14        “CEO” means the Chief Executive Officer of the Company.


 


1.15        “Change Date” means the one or more dates during the Plan
Year generally designated by the Administrator (or, with respect to a specific
Employee group, as may be provided in an Appendix) as the dates available for
implementing or changing a Participant’s Contribution Election.


 


1.16        “Commonly Controlled Entity” means: (1) an Employer and
any corporation, trade or business, but only for so long as it and the Employer
are members of a controlled group of corporations as defined in Section 414(b)
of the Code or under common control as defined in Section 414(c) of the Code;
provided, however, that solely for purposes of the limitations of Section 415
of the Code, the standard of control under Sections 414(b) and 414(c) of the
Code shall be deemed to be “more than 50%” rather than “at least 80%,”
(2) an Employer and an organization, but only for so long as it and the
Employer are, on and after the Effective Date, members of an affiliated service
group as defined in Section 414(m) of the Code, (3) an Employer and an
organization, but only for so long as the employees of it and the Employer are
required to be aggregated, on and after the Effective Date, under Section
414(o) of the Code, or (4) any other organization designated as such by
the Administrator.


 


1.17        “Company” means PepsiAmericas, Inc.
or any successor corporation by merger, consolidation, purchase, or otherwise,
which elects to adopt the Plan and the Trust.


 


4





















 


1.18        “Company Stock” means common stock issued by PepsiAmericas, Inc.


 


1.19        “Compensation” means:


 


(a)           for purposes
of allocating Contributions with respect to a Participant, compensation as
specified in an Appendix which applies to such Participant; and elective
deferrals that are not included in the gross income of a Participant by reason
of Sections 125, 132(f)(4) and 402(e)(3) will be included;


 


(b)           for purposes
of applying Section 415 of the Code to the Plan and its Participants for any
limitation year, such compensation from a Commonly Controlled Entity, as
determined by the Administrator, and satisfying the definition of compensation
under Section 415 of the Code (within the meaning of Treasury Regulation
Sections 1.415-2(d)(2) and (3)); and


 


(c)           for any
determination period with respect to an applicable provision of the Code other
than Section 415, such compensation from a Commonly Controlled Entity, as
determined by the Administrator, and which satisfies the requirements of
Section 414(s) of the Code.


 


(d)           For purposes
of the definition of “Compensation” hereunder:


 


(1)           an amount
included in an individual’s final paycheck for employment as an Eligible
Employee will be treated as if it were paid to an Eligible Employee, if it paid
during a Plan Year in which the individual is an Eligible Employee, even
though, on the date he receives the paycheck, the individual no longer is an
Eligible Employee;


 


(2)           an amount
that should have been paid in a manner that met the requirements imposed by
this Section 1.19 (as modified by subsection (d)(1), above), but that was
mistakenly paid in a different manner, will be treated as meeting the
requirements imposed by this Section 1.19;


 


(3)           all amounts
paid in settlement (including, but not limited to, amounts paid for front and
back pay and emotional distress) to an Eligible Employee will be excluded from
the definition of “Compensation” hereunder unless otherwise ordered pursuant to
the final decision of the presiding court, arbitrator, or administrative agency
after all available appeals have been exhausted; and


 


(4)           if it is not
entirely clear whether an item of remuneration meets the requirements of
subsection (d)(2) or (d)(3), above, the Administrator, in his or her sole
discretion, will determine whether the item meets the requirements of such
subsection (d)(2) or (d)(3), above.


 


(e)           For
limitation years beginning on and after January 1, 1998, for purposes of
applying the limitations described in Sections 1.46, 13.5 and 19.2(d) of the
Plan, Compensation paid or made available during such limitation years shall
include elective 


 


5





















 


amounts
that are not includible in the gross income of the Employee by reason of
Sections 125, 132(f)(4) and 402(e)(3) of the Code.  For purposes of the definition of
Compensation under this Section 1.19, amounts under Section 125 of the Code
include any amounts not available to a Participant in cash in lieu of group
health coverage because the Participant is unable to certify that such
Participant has other health coverage. 
An amount will be treated as an amount under Section 125 of the Code
only if the Employer does not request or collect information regarding the
Participant’s other health coverage as part of the enrollment process for the
health plan.


 


(f)            In addition
to other applicable limitations that may be set forth in the Plan, and
notwithstanding any other contrary provision of the Plan, annual Compensation
taken into account under the Plan for the purpose of calculating the
Contributions to the Plan by or in respect of a Participant for any Plan Year
will not exceed the applicable compensation limit under Section 401(a)(17) of
the Code, as adjusted.


 


1.20        “Computation Period” 
means, prior to January 1, 2000:


 


(a)           with respect
to Eligibility Service and any Break in Service with respect to Eligibility
Service, the twelve (12) consecutive month period commencing with an Employee’s
Employment Date (or if Eligibility Service is disregarded due to the occurrence
of a Break in Service, the Employment Date thereafter) and the Plan Year which
includes the first anniversary of the Employment Date and each subsequent Plan
Year; and


 


(b)           with respect
to Vesting Service and any Break in Service with respect to Vesting Service,
the Plan Year beginning with the Plan Year in which occurs the Employee’s
Employment Date (or if Vesting Service is disregarded due to the occurrence of
a Break in Service, the Employment Date thereafter) and each Plan Year
thereafter.


 


1.21        “Contract Administrator” means each individual and entity
designated by the Senior Vice President or a Named Fiduciary, pursuant to this
Plan, to render services to the Plan or Trust as a Fiduciary.


 


1.22        “Contributions”  means
amounts contributed to the Plan by the Employer or an Eligible Employee.  Specific types of contributions include:


 


(a)           “Catch-up”.  An amount of Contributions for a Plan Year
(prior to the application of this Section 1.22(a)) pursuant to a Participant’s
Contribution Election which exceeds the lowest of the following three amounts
for such Plan Year: (i) the maximum actual deferral percentage described in Section
13.02 multiplied by the Participant’s Compensation; (ii) the percentage
limitation on Pre-Tax Contributions described in Section 3.01(a) multiplied by
the Participant’s Compensation, or (iii) the Contribution Dollar Limit or other
limit contained in the Code on annual additions permitted to be made under the
Plan (without regard to Section 414(v) of the Code), provided, however, that
the amount of Catch-up Contributions added to the account of any Participant
for a Plan Year under this Plan or under any similar provision of any


 


6





















 


other
plan maintained by the Company or a Commonly Controlled Entity may not exceed
the applicable dollar limit described in Section 414(v)(2)(B)(i) of the Code,
as adjusted in accordance with Section 414(v)(2)(C) of the Code.  The determination as to whether the
Contributions made on behalf of a Participant exceed one of the limitations
described in the preceding sentence shall be determined as of the last day of
the Plan Year, and any portion of such Contributions determined to be Catch-up
Contributions shall be allocated to the Participant’s Catch-up Account as of
the last day of such Plan Year. 
Contributions made on behalf of a Participant pursuant to Section
3.01(d) which do not exceed one of the limitations described in the first
sentence of this Section 1.21(a) shall be treated as Pre-Tax
Contributions.  Catch-up Contributions
shall not be taken into account in applying the limits described in Sections
13.01, 13.02, 13.05, 13.07, 13.08, Article XIX, or Section 414(v) of the Code.


 


(b)           “Formula
Based”.  An amount contributed by the
Employer and allocated based on a formula to eligible Participants’ Accounts.


 


(c)           “Matching”.  An amount contributed by the Employer based
upon the amount contributed by the eligible Participant as a Pre-Tax or
Post-Tax Contribution.


 


(d)           “Post-Tax”.  An amount contributed on a post-tax
basis.


 


(e)           “Pre-Tax”.  An amount contributed on a pre-tax
basis in conjunction with a Participant’s Code Section 401(k) salary deferral
agreement.


 


(f)            “Rollover”.  An amount contributed as a Rollover
Contribution.


 


(g)           “Special”.  An amount contributed by the Employer to
avoid prohibited discrimination under Section 401(a)(4) of the Code.


 


1.23        “Contribution Dollar Limit” means the annual limit imposed on
each Participant pursuant to Section 402(g) of the Code (as indexed for cost of
living adjustments pursuant to Sections 402(g)(5) and 415(d) of the Code).


 


1.24        “Contribution Election” or “Election”
means the election made by a Participant to reduce his or her Compensation from
the Employer by an amount equal to the product of his or her Contribution
Percentage and such Compensation subject to the Contribution Election.


 


1.25        “Contribution Percentage” means the whole integer percentage
(or flat dollar amount which results in a percentage) of a Participant’s
Compensation which is to be contributed to the Plan by his or her Employer as a
Pre-Tax or a Post-Tax Contribution.


 


1.26        “Conversion Election” means an election by a Participant to
change the investment of all or some specified portion of such Participant’s
Accounts by voice response to the telephone number provided by the Named
Fiduciary to whom it is spoken, or on such form that may be required by the
Named Fiduciary to whom it is delivered. 
No Conversion Election shall be deemed to have been given to the Named


 


7





















 


Fiduciary
unless it is complete and delivered in accordance with the procedures
established by such Named Fiduciary for this purpose.


 


1.27        “Custodial Agreement” means the Trust Agreement or an
insurance contract to provide for the holding of the assets of the Plan.


 


1.28        “Custodian” means the Trustee or an insurance company if the
contract issued by such company is not held by the Trustee.


 


1.29        “Direct Rollover” means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.


 


1.30        “Disability” or “Disabled” means
a Participant is eligible to receive disability benefits under the Social
Security Act.


 


1.31        “Distributee” includes an Employee or former Employee.  In addition, the Employee’s or former
Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or
former Spouse who is the Alternate Payee under a QDRO are Distributees with
regard to the interest of the Spouse or former Spouse.


 


1.32        “Early Retirement Date” has the meaning given to it in an
Appendix.


 


1.33        “Effective Date” means January 1, 2005, the date upon
which the provisions of this document become effective (unless otherwise
specified in an Appendix with respect to a specific Employee group).  In general, the provisions of this document
only apply to Participants who are Employees on or after the Effective Date.  However, investment and distribution provisions
apply to all Participants with Account balances to be invested or distributed
after the Effective Date.


 


1.34        “Elective Deferral” means amounts subject to the Contribution
Dollar Limit.


 


1.35        “Eligible Employee” means any Employee of the Employer who
meets the eligibility requirements of Section 2.01 (including an Employee on an
Authorized Leave of Absence), who is not a member of a group of Employees
represented by a collective bargaining representative (“Non-Union”) and who is
paid on the basis of an hourly rate, including overtime, or who is a member of
a Union designated in Appendix 17.1 , excluding the following:


 


(a)           an Employee
who is a member of a group of Employees represented by a collective bargaining
representative, unless a currently effective collective bargaining agreement
between his or her Employer and the collective bargaining representative of the
group of Employees of which he or she is a member provides for coverage by the
Plan;


 


(b)           any person
who is considered an Employee solely because of the application of Section 414
of the Code;


 


8





















 


(c)           any person
who is not a U.S. citizen or resident alien;


 


(d)           who is a
temporary employee;


 


(e)           an
individual employed pursuant to an agreement providing that the individual is
not eligible to participate in the Plan;


 


(f)            an
individual who is not contemporaneously classified as an Employee for purposes
of the Employer’s payroll system.  In the
event any such individual is reclassified as an Employee for any purpose,
including, without limitation, as a common law or statutory employee, by any
action of any third party, including, without limitation, any government
agency, or as a result of any private lawsuit, action, or administrative
proceeding, such individual will, notwithstanding such reclassification, remain
ineligible for participation hereunder and will not be considered an Eligible
Employee.  In addition to and not in
derogation of the foregoing, the exclusive means for an individual who is not
contemporaneously classified as an Employee of the Employer on the Employer’s
payroll system to become eligible to participate in this Plan is through an
amendment to this Plan which specifically renders such individual eligible for
participation hereunder;


 


(g)           an Employee
whose basic compensation for services on behalf of an Employer is not paid
directly by an Employer;


 


(h)           an Employee
who is making contributions to or receiving an employer contribution under any
other tax-qualified defined contribution pension plan that is sponsored by any
Commonly Controlled Entity and that provides for before-tax or after-tax
contributions;


 


(i)            a clerical
or other office employee;


 


(j)            an Employee
eligible to participate in any other qualified retirement savings plan in which
an Employer participates; and


 


(k)           an
individual who is incarcerated and is on a work release program.


 


1.36        “Eligibility Service” means, prior to January 1, 2000, the
sum of an Employee’s Years of Service; provided, however, Years of Service
shall be disregarded:


 


(a)           if the
Employee had no vested interest in his or her Contributions by an Employer,
Years of Service earned before a Break in Service shall be disregarded; or


 


(b)           if such
Years of Service were earned prior to the date the Employee’s Employer became a
Commonly Controlled Entity, unless the Administrator makes such a determination
not to apply this exclusion with respect to each such Employee in a uniform and
nondiscriminatory manner.


 


1.37        “Eligible Retirement Plan” means an individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, an 


 


9





















 


eligible
deferred compensation plan described in Section 457(b) of the Code which is
maintained by an eligible employer described in Section 457(e)(1)(A) of the
Code (but only if such employer agrees to separately account for amounts
transferred into such plan from the Plan), an annuity contract described in
Section 403(b) of the Code, or a qualified trust described in Section 401(a) of
the Code which accepts a Distributee’s Eligible Rollover Distribution.  This definition of “Eligible Retirement Plan”
will also apply in the case of a distribution to a surviving Spouse, or to a
Spouse or former Spouse who is the Alternate Payee under a QDRO.


 


1.38        “Eligible Rollover Distribution” means any distribution of
all or any portion of the balance to the credit of the Distributee, except that
an Eligible Rollover Distribution does not include any distribution that is one
of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the
joint lives (or joint life expectancies) of the Distributee and the
Distributee’s designated Beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; or any “hardship withdrawal”, whether described
in Section 401(k)(2)(B) of the Code and the regulations promulgated thereunder
or otherwise.  The portion of a
distribution which consists of Post-Tax Contributions which are not includible
in gross income may be transferred only in a trustee-to-trustee transfer and
may be transferred only to an individual retirement account or annuity
described in Section 408(a) or (b) of the Code, or to a qualified defined
contribution plan described in Section 401(a) or 403(a) of the Code that agrees
to separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in gross
income and the portion of such distribution which is not so includible.


 


1.39        “Employee” means any person who renders services as a common
law employee to a Commonly Controlled Entity or is on an Authorized Leave of
Absence, including the period of time before which the trade or business became
a Commonly Controlled Entity, but excluding the period of time after which it
ceases to be a Commonly Controlled Entity. 
No person who was hired through a temporary agency (including but not
limited to any leased Employee) shall be considered an Employee and no person,
the terms of whose services are governed by an independent contractor or
consulting agreement with an Employer, shall be considered an Employee except
to the extent explicitly provided to the contrary in such agreement; provided,
however, any individual considered an Employee of a Commonly Controlled Entity
under Section 414(n) of the Code shall be deemed employed by the Commonly
Controlled Entity for which the individual performed services.


 


1.40        “Employer” means the Company and any Commonly Controlled
Entity which has adopted the Plan; provided, that an entity will cease to be an
Employer when it ceases to be a Commonly Controlled Entity; provided, further,
Hussmann and Midas will cease to be an Employer effective January 1, 1998.


 


1.41        “Employment Date” means the day an Employee first earns an
Hour of Service.


 


10





















 


1.42        “ERISA” means the Employee Retirement Income Security Act of
1974, as amended.  Reference to any
specific Section shall include such Section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing or superseding such Section.


 


1.43        “Fiduciary” means: (a) any individual or entity who
performs a Fiduciary function under the Plan as defined in accordance with
Section 3(21) of ERISA; (b) such individual or entity which the Senior
Vice President, acting on behalf of the Company, designates to be a Named
Fiduciary with respect to such person’s authority to control and manage the
operation and administration of the Plan or Trust; or (c) such individual
or entity which a Named Fiduciary, acting on behalf of the Plan, designates to
be a Fiduciary with respect to such person’s authority to control and manage
the operation and administration of the Plan or Trust.


 


1.44        “Forfeiture” means the portion of the Participant’s Accrued
Benefit which is forfeited pursuant to the terms of the Plan.


 


1.45        “Forfeiture Account” means an account holding amounts
forfeited by Participants.


 


1.46        “Highly Compensated Eligible Employee” or “HCE” means an
Eligible Employee who is a “highly compensated employee” within the meaning of
Section 414(q) of the Code (determined as if the election described in Section
414(q)(1)(B)(ii) of the Code has not been made), the provision of which are incorporated
herein by reference.


 


1.47        “Hour of Service” means, as it applies to Eligibility
Service, each hour for which an Employee is entitled to:


 


(a)           payment for
the performance of duties for any Commonly Controlled Entity;


 


(b)           payment from
any Commonly Controlled Entity for any period during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, sickness, incapacity (including disability), layoff,
leave of absence, jury duty or military service;


 


(c)           back pay,
irrespective of mitigation of damages, by award or agreement with any Commonly
Controlled Entity (and these hours shall be credited to the period to which the
agreement pertains); or


 


(d)           no payment,
but is on an Authorized Leave of Absence (and these hours shall be based upon
his or her normally scheduled hours per week or a 40 hour week if there is no
regular schedule).


 


The crediting of hours
shall be made in accordance with Department of Labor Regulation Sections
2530.200b-2 and 3, but in no event shall hours be credited in excess of
the minimum number required thereunder for a Computation Period in order


 


11





















 


to
avoid a Break in Service.  An equivalent
number of hours shall be credited for each payroll period in which the Employee
would be credited with at least 1 hour. 
The payroll period equivalences are 190 hours monthly.


 


As it applies to Vesting
Service, each hour for which an Employee is entitled to:


 


(i)            payment for
the performance of duties for any Commonly Controlled Entity;


 


(ii)           payment from
any Commonly Controlled Entity for any period during which no duties are
performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, sickness, incapacity (including disability), layoff,
leave of absence, jury duty or military service;


 


(iii)          back pay,
irrespective of mitigation of damages, by award or agreement with any Commonly
Controlled Company (and these hours shall be credited to the period to which
the agreement pertains); or


 


(iv)          no payment,
but is on an Authorized Leave of Absence (and these hours shall be based upon
his or her normally scheduled hours per week or a 40 hour week if there is no
regular schedule).


 


The crediting of hours
shall be made in accordance with Department of Labor Regulation Sections
2530.200b-2 and 3, but in no event shall hours be credited in excess of
the minimum number required thereunder for a Computation Period in order to
avoid a Break in Service.  An equivalent
number of hours shall be credited for each payroll period in which the Employee
would be credited with at least 1 hour. 
The payroll period equivalences are 190 hours monthly.


 


1.48        “Hussmann” means Hussmann Corporation or a subsidiary of Hussmann
Corporation.


 


1.49        “Hussmann Participant” means a person who: (1) has a
balance in one or more of the Accounts or had accrued a right to have a balance
in one or more of the Accounts; and (2) is an Employee of Hussmann or a
person whose last employment with a Commonly Controlled Entity was with
Hussmann, or a Beneficiary of either such person.


 


1.50        “Hussmann Plan” means the Hussmann Corporation Retirement
Savings Plan for Hourly Employees.


 


1.51        “Insurance Contract Arrangement” means a contractual arrangement
of one or more contracts with an entity, whether or not subject to the
applicable regulations of a State regarding reserve requirements, which assumes
the risk of payment of a Benefit primarily from its assets and which Insurance
Contract Arrangement is incorporated and made a part of this Plan, but only to
the extent it is specifically referred to herein and is not inconsistent with
the terms and provisions of this Plan.


 


12





















 


1.52        “Internal Revenue Code” or “Code”
means the Internal Revenue Code of 1986, as amended, any subsequent Internal
Revenue Code and final Treasury Regulations. 
If there is a subsequent Internal Revenue Code, any references herein to
Internal Revenue Code Sections shall be deemed to refer to comparable Sections
of any subsequent Internal Revenue Code.


 


1.53        “Investment Election” means an election by which a
Participant directs the investment of his or her Contributions by voice
response to the telephone number provided by the Named Fiduciary to whom it is
spoken, or on such form that may be required by the Named Fiduciary to whom it
is delivered.  No Investment Election
shall be deemed to have been given to the Named Fiduciary unless it is complete
and delivered in accordance with the procedures established by such Named
Fiduciary for this purpose.


 


1.54        “Investment Fund” or “Fund” means one
or more collective investment funds, a pool of assets, or deposits with the
Custodian, a mutual fund, insurance contract, or managed pool of assets. 
The Investment Funds which are authorized for investment by a particular
Participant are described in an Appendix which applies to such
Participant.  The Investment
Funds for all participants will be those set forth in Appendix 1.54.  Each Appendix labeled as an “Adoption
Agreement” is amended to provide that the term “Investment Fund” will be
defined to be those Investment Funds set forth on Appendix 1.54.


 


1.55        “Limited Deferrals” means Elective Deferrals subject to the
limits of Section 401(a)(30) of the Code.


 


1.56        “Management Committee” means, effective as of January 1,
2000, the committee appointed pursuant to the terms of the Plan and Trust as a
Named Fiduciary for the investment of Plan assets in the Trust.


 


1.57        “Maternity/Paternity Absence” means a paid or unpaid and
unapproved absence from employment with a Commonly Controlled Entity:
(1) by reason of the pregnancy of the Employee; (2) by reason of the
birth of a child of the Employee; (3) by reason of the placement of a child
under age eighteen (18) in connection with the adoption of such child by the
Employee (including a trial period prior to adoption); and (4) for the
purpose of caring for a child of the Employee immediately following the birth
or adoption of such child.  The Employee
must prove to the satisfaction of the Administrator or its agent that the
absence meets the above requirements and must supply information concerning the
length of the absence unless the Administrator has access to relevant
information without the Employee submitting it.


 


1.58        “Midas” means Midas International Corporation or a subsidiary
of Midas International Corporation.


 


1.59        “Midas Participant” means a person who: (1) has a
balance in one or more of the Accounts or had accrued a right to have a balance
in one or more of the


 


13





















 


Accounts;
and (2) is an Employee of Midas or a person whose last employment with a
Commonly Controlled Entity was with Midas, or a Beneficiary of either such
person.


 


1.60        “Midas Plan” means the Midas International Corporation
Retirement Savings Plan for Hourly Employees.


 


1.61        “Named Fiduciary” means:


 


(a)           with respect
to the authority each has over management and control of the Plan’s
administration and operation or discretionary authority and control it may have
with respect to the Plan, the Administrator and such other person who may be
designated to be a Named Fiduciary pursuant to Article XV;


 


(b)           with respect
to the management and control of the Plan’s assets or the discretionary
authority it may have with respect to the Plan’s assets, the Trustee, the
Management Committee, and other such persons who may be designated to be a
Named Fiduciary pursuant to Article XV.


 


1.62        “Non-Highly Compensated Employee” or “NHCE” means an
Employee who is not an HCE.


 


1.63        “Normal Retirement Date” means the date a Participant attains
sixty-five (65) years of age.


 


1.64        “Notice Date” means the date established by the responsible
Named Fiduciary as the deadline for it to receive notification with respect to
an administrative matter in order to be processed as of a Change Date
designated by the responsible Named Fiduciary.


 


1.65        “Participant” means an Eligible Employee who begins to
participate in the Plan after completing the eligibility requirements.  A Participant’s participation continues until
his or her Termination of Employment and his or her Accrued Benefit is
distributed or forfeited; provided however, each Hussmann Participant and Midas
Participant shall cease to be a Participant on the date of transfer of assets
and liabilities to the Hussmann Plan or Midas Plan, respectively.


 


1.66        “Payment Date” means the date on or after the Settlement Date
on which a Participant’s Accrued Benefit is distributed or commences to be
distributed, which date shall be at least the minimum number of days required
by law, if any, after the date the Participant has received any notice required
by law, if any.


 


If a distribution is one
to which Sections 411(a)(11) and 417 of the Internal Revenue Code do not apply,
such distribution may commence less than thirty (30) days after the notice
required under Section 401(a)(11) of the Treasury Regulations is given,
provided that:


 


(a)           the Plan
Administrator clearly informs the Participant that the Participant has a right
to a period of at least thirty (30) days after receiving the notice to consider


 


14





















 


the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and


 


(b)           the
Participant, after receiving the notice, affirmatively elects a distribution.


 


1.67        “Plan” means the PepsiAmericas, Inc. Hourly 401(k) Plan, as
set forth herein and as hereafter may be amended from time to time.


 


1.68        “Plan Administrator” means the person appointed pursuant to
the terms of the Plan to have responsibility and control over the management,
administration and operation of the Plan, as provided herein.


 


1.69        “Plan Year” means the Annual Accounting period of the Plan
and Trust which ends on each December 31.


 


1.70        “QDRO” means a domestic relations order which the Administrator
has determined to be a qualified domestic relations order within the meaning of
Section 414(p) of the Code.


 


1.71        “Qualified Joint and Survivor Annuity” means the QJSA
described in Article XI.


 


1.72        “Related Plan” means:


 


(a)           with respect
to Section 401(k) and 401(m) of the Code, any plan or plans maintained by a
Commonly Controlled Entity which is treated with this Plan as a single plan for
purposes of Sections 401(a)(4) or 410(b) of the Code; and


 


(b)           with respect
to Section 415 of the Code, any other defined contribution plan or a defined
benefit plan (as defined in Section 415(k) of the Code) maintained by a
Commonly Controlled Entity, respectively called a “Related Defined Contribution
Plan” and a “Related Defined Benefit Plan”.


 


1.73        “Rollover Contribution” means:


 


(a)           an amount
contributed by a Participant that constitutes all or part of an “eligible
rollover distribution” (within the meaning of Section 402(f)(2)(A) of the
Code), as described in Section 5.01, provided that such distribution (i) is
made by an individual retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in Section 408(b) of the Code,
an annuity plan described in Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, and (ii) does not include after-tax
employee contributions ( or any earnings allocable thereto); or


 


(b)           a Trustee
Transfer: (1) to the Custodian of an amount by the custodian of a
retirement plan qualified for tax-favored treatment under Section 401(a)
of the Code, which plan provides for such transfer; (2) with respect to
which the benefits otherwise protected by Section 411 of the Code in such
transferor plan are no longer required by


 


15





















 


Section
411 of the Code to be protected in this Plan; and (3) which does not
include amounts subject to Section 401(k) of the Code.


 


1.74        “Senior Vice President” means the Senior Vice President-Human
Resources of PepsiAmericas, Inc. or any person who shall succeed to the
functional responsibilities of said office. 
The Senior Vice President shall have the power and authority to act, to
the extent delegated to him or her, on behalf of the Company (and all Employers)
with respect to matters which relate to the Plan and Trust.


 


1.75        “Service” means, effective as of January 1, 2000, the period
of a Participant’s employment calculated in accordance with Sections 2.2, 2.3,
2.4 and 2.5 hereof for purposes of determining his or her nonforfeitable right
to benefits under the Plan.


 


1.76        “Settlement Date” means the date on which the transactions
from the most recent Trade Date are settled.


 


1.77        “Severance from Service Date” means, effective as of January
1, 2000, the date on which an Employee’s period of Service is deemed to end,
determined in accordance with Section 2.2(1).


 


1.78        “Spousal Consent” means the irrevocable written consent given
by a Spouse to a Participant’s election (or waiver) of a specified form of
benefit or Beneficiary designation.  The
Spouse’s consent must acknowledge the effect on the Spouse of the Participant’s
election, waiver or designation and be duly witnessed by a Plan representative
or notary public.  Spousal Consent shall
be valid only with respect to the spouse who signs the Spousal Consent and only
for the particular choice made by the Participant which requires Spousal
Consent.  A Participant may revoke
(without Spousal Consent) a prior election, waiver or designation that required
Spousal Consent at any time before the Sweep Date associated with the
Settlement Date upon which payments will begin. 
Spousal Consent also means a determination by the Administrator that
there is no Spouse, the Spouse cannot be located or such other circumstances as
may be established by applicable law.


 


1.79        “Spouse” means a person, not of the same sex, who, as of the
earlier of a Participant’s Payment Date and death, is alive and married to the
Participant within the meaning of the laws of the State of the Participant’s
residence as evidenced by a valid marriage certificate or other proof
acceptable to the Administrator.  A
spouse who was the Spouse on the Payment Date but who is divorced from the
Participant at the Participant’s death shall still be the Spouse at the date of
the Participant’s death, except as otherwise provided in a QDRO.


 


1.80        “Sweep Date” means the date established by the responsible
Named Fiduciary as the cutoff date and time for the responsible Named Fiduciary
to receive notification with respect to a financial transaction for an
Accounting Period in order to be processed with respect to a Trade Date
designated by the responsible Named Fiduciary (or, with respect to a specific
Employee group, as may be provided in an Appendix).


 


16





















 


1.81        “Termination of Employment” occurs when a person ceases to be
an Employee, as determined by the personnel policies of the Commonly Controlled
Entity to whom he or she rendered services; provided, however, for periods
prior to January 1, 2003, where a Commonly Controlled Entity ceases to be such
with respect to an Employee as a result of either an asset sale or stock sale
an Employee of the Commonly Controlled Entity shall be deemed not to have
incurred a Termination of Employment: 
(a) unless the Administrator shall make a determination that the
transaction satisfies Section 401(k) of the Code, or if no such determination
is made, until such Employee ceases to be employed by the successor to the
Commonly Controlled Entity; or (b) if the Administrator shall make a
Trustee Transfer of his or her Accrued Benefit. 
Transfer of employment from one Commonly Controlled Entity to another
Commonly Controlled Entity shall not constitute a Termination of Employment for
purposes of the Plan.


 


1.82        “Trade Date” means the Business Day as of which a financial
transaction is effected.


 


1.83        “Transition Service” means, with respect to an Employee who
was a Participant prior to January 1, 2000, and who continues to participate
thereafter, for the Computation Period in which the Effective Date occurs, the
greater of: (a) his or her Year of Service measured under the Plan as it
existed immediately prior to January 1, 2000, and based on the Employee’s days
of continuous service earned during such Computation Period; or (b) the
Service recognized for such Computation Period under the Plan, as amended as of
the Effective Date.


 


1.84        “Trust” means the legal entity resulting from the agreement
between the Company and the Trustee and all amendments thereto, in which some
or all of the assets of this Plan will be received, held, invested and
distributed to or for the benefit of Participants and Beneficiaries.


 


1.85        “Trust Agreement” means the agreement between the Company and
the Trustee establishing the Trust, and any amendments thereto.


 


1.86        “Trust Fund” means any property, real or personal, received
by and held by the Trustee, plus all income and gains and minus all losses,
expenses, withdrawals and distributions chargeable thereto.


 


1.87        “Trustee” means any corporation, individual or individuals
designated in the Trust Agreement who shall accept the appointment as Trustee
to execute the duties of the Trustee as set forth in the Trust Agreement.


 


1.88        “Trustee Transfer” means: (a) a transfer to the
Custodian of an amount by the custodian of a retirement plan qualified for tax-favored
treatment under Section 401(a) of the Code or by the trustee(s) of a trust
forming part of such a plan, which plan provides for such transfer; or
(b) a Direct Rollover within the meaning of Section 402(c)(8)(B) of the
Code; provided that with respect to any withdrawal or distribution from the
Plan, a Participant may elect a transfer to only one eligible retirement plan,


 


17





















 


except
as may otherwise be determined by the Administrator, in a uniform and
nondiscriminatory manner.


 


1.89        “Unit Value” means the value of a unit or share in the
applicable Investment Fund, as determined in good faith by the Trustee or the
Management Committee.


 


1.90        “Valuation Date” means the close of business on each Business
Day.


 


1.91        “Vesting Service” means the sum of the Years of Service of an
Employee, unless a separate provision is otherwise provided for in an Appendix
which applies to such Participant; provided however, Years of Service shall be
disregarded:


 


(a)           if the
Employee had no vested interest in his or her Contributions by an Employer, and
such Years of Service were earned before the Break in Service; or


 


(b)           if such
Years of Service were earned after a Break in Service, for purposes of
determining the nonforfeitable percentage of his or her Accrued Benefit earned
before such Break in Service; or


 


(c)           if
applicable as provided in the Appendix for such Employee, such Years of Service
were earned prior to the date the Employee’s Employer became a Commonly
Controlled Entity, unless the Administrator makes such a determination not to
apply this exclusion with respect to each such Employee in a uniform and
nondiscriminatory manner; or


 


(d)           if
applicable as provided in the Appendix for such Employee, such Years of Service
were earned before the Effective Date with respect to an Eligible Employee.


 


Notwithstanding the
foregoing, on and after January 1, 2000, a reference to Vesting Service will
mean a reference to such person’s Service.


 


Effective July 1, 1995,
each Eligible Employee who was employed as a non-union hourly employee at
Marquette Bottling Works, Inc. or Pepsi-Cola Bottling Company of Oshkosh, Inc.,
and who was a participant on July 1, 1995, will have recognized as Vesting
Service by this Plan the greater of: (1) all service recognized by the former
plan as of July 1, 1995, or (2) the Vesting Service otherwise recognized by
this Plan without this provision.


 


1.92        “Year of Service” means, prior to January 1, 2000:


 


(a)           as it
applies to Eligibility Service, each Computation Period in which an Employee is
credited with at least 1,000 Hours of Service;


 


(b)           as it
applies to Vesting Service, a Computation Period in which the Employee is
credited with at least 1,000 Hours of Service and such other periods of
employment continuation recognized by an applicable Appendix.


 


18





















 


An Employee’s service
with a company, the assets of which are acquired by a Commonly Controlled
Entity, shall only be counted as employment with such Commonly Controlled
Entity in the determination of his or her Years of Service if: (1) the
Senior Vice President directs that credit for such service be granted, or
(2) a qualified plan of the acquired company is subsequently maintained by
any Employer or Commonly Controlled Entity. 
Notwithstanding the above, prior to the date this Plan was first amended
to comply with ERISA, a Year of Service was each year earned and recognized as
of such date under the terms and provisions of the Plan used to measure service
immediately prior to such date.


 


19





















 


ARTICLE II


 


Participation and Service


 


2.01        Eligibility


 


(a)           An Eligible
Employee that is not represented by a Union shall become a Participant in this
Plan as follows:


 


(1)           Any Employee
who was a Participant in the Plan immediately before January 1, 2005 shall
continue to participate in accordance with the provisions of the Plan, as
amended and in effect on and after January 1, 2005.


 


(2)           Any other
Employee who is a regular, full-time Employee or a regular part-time non-union
Employee scheduled to work thirty (30) or more Hours of Service per week will
become a Participant in the separate portions of the Plan as follows:


 


(A)          In the
portion of the Plan described in Article III and Article V of the Plan relating
to Pre-Tax Contributions, Post-Tax Contributions, Catch-up Contributions and
Rollovers, on the day he or she becomes an Employee.


 


(B)           In the
portion of the Plan described in Sections 4.02, 4.03 and 4.04 relating to
Matching Contributions, Formula Based Contributions and Special Contributions,
on the day he or she becomes an Eligible Employee and has completed six (6)
consecutive months of service with the Employer.


 


(3)           Any other
Eligible Employee will become a Participant in all portions of the Plan on the
first day of the second (2nd) calendar quarter following the month
in which such Employee completes one Year of Service described in Section
2.01(g).


 


(b)           An Eligible
Employee that the Appendix reflects to be represented by the Union, unless
provided otherwise in an Appendix, shall become a Participant in this Plan as
follows:


 


(1)           Any Employee
who was a Participant in the Plan immediately before January 1, 2005 shall continue
to participate in accordance with the provisions of the Plan, as amended and in
effect on and after January 1, 2005.


 


(2)           Any other
Employee who is a regular, full time Employee or a regular, part time Employee
scheduled to work forty (40) or more Hours of Service per week will become a
Participant on the first payroll period after he or she becomes an Employee and
has earned one year of Service described in Section 2.02.


 


20





















 


(3)           Any other
Employee who is a regular, part time Employee scheduled to work fewer than
forty (40) Hours of Service per week will become a Participant on the first day
of the second (2nd) calendar quarter following the month in which such Employee
completes one year of Service described in subsection 2.01(d).


 


(c)           Participation
Upon Change of Job Status. 
An Employee who is not an Eligible Employee shall become a Participant
on the later of: (1) the date he or she would have become a Participant had he
or she always been an Eligible Employee, or (2) the date he or she becomes an
Eligible Employee.


 


(d)           Service
Requirement. 
For the purposes referenced in this Section 2.01, Service for an
Employee’s eligibility to participate in the Plan shall be determined by
reference to whether the Employee completes 1,000 or more Hours of Service in
the 12-month period between the date he or she first completes one Hour of
Service and the first anniversary thereof; thereafter, Service for his or her
eligibility to participate in the Plan shall be determined by reference to
whether he or she completes 1,000 or more Hours of Service in any Plan Year,
beginning with the first Plan Year commencing after he or she first completes
one Hour of Service.  An Employee who
completes 1,000 or more Hours of Service in both the initial 12-month
eligibility computation period and the first Plan Year commencing after he or
she first completes one Hour of Service shall be credited with two (2) years of
service for purposes of this Section 2.01.


 


(e)           Participation
After Break in Service. 
If a Participant or an Employee who is not a Participant incurs a Break
in Service, as defined in Section 2.03, his or her participation in the Plan
shall be determined in accordance with the provisions of Section 2.03.


 


(f)            CIC Employee
Participation. 
Effective January 10, 2005, Employees who were participants in the
401(k) plan sponsored by Central Investment Corporation shall become
Participants in the Plan, subject to the terms and conditions provided in Appendix
2.01(f) attached hereto.


 


2.02        Service


 


Effective as of January
1, 2000 and subject to the following sections of this Article, a Participant’s
nonforfeitable right to benefits under the Plan shall be based upon his or her
period of Service, determined as provided in this section:


 


(a)           Pre-1976
Service: For a Participant as of January 1, 1976, who had been
covered under the prior provisions of the Plan, the Participant’s period of
continuous service prior to January 1, 1976, determined in accordance with
the prior provisions of the Plan, shall be counted as Service hereunder.


 


(b)           Post-1975
Service:


 


(1)           for an
Employee who was a Participant prior to January 1, 1976 and who continues
to participate thereafter, his or her period of Service after


 


21





















 


January
1, 1976 shall commence as of January 1, 1976 and, subject to the Break in
Service rules set forth in Section 2.03 below, extend to his or her Severance
from Service Date.


 


(2)           for an
Employee who becomes a Participant on or after January 1, 1976, his or her
period of Service shall commence as of the date he or she is first credited
with an Hour of Service and (subject to the continuous service rules set forth
in the prior provisions of the Plan, the Break in Service rules set forth in
Section 2.03 below, and the Plan termination rules in Article XII) extend
to his or her Severance from Service Date. 
Notwithstanding the preceding sentence:


 


(3)           for Plan
Years beginning on or after January 1, 1976, such Employee’s period of
Service shall commence on January 1 of the first Plan Year in which he or
she satisfies the 1000 hour requirement of Section 2.01(a)(3) or Section
2.01(b)(3) if he or she does not satisfy such requirement in the 12-month
period beginning on the date he or she first completes one Hour of Service, and


 


(4)           for periods
prior to January 1, 1976, any such Employee shall not receive credit for
Service for any period (such as part-time employment) that was not credited as
service under the provisions of the Plan in effect prior to January 1,
1976.


 


(5)           for the
Computation Period in which occurs January 1, 2000, the Employee will
receive no less than Transition Service credit.


 


(c)           Severance
from Service. 
The following rules shall apply in the event of a Participant’s severance
from Service:


 


(1)           Severance
from Service Date. 
An Employee’s Severance from Service Date shall be the earlier of the
following:


 


(A)          The date on
which the Employee quits, retires, is discharged or dies; or


 


(B)           The date
which is twelve (12) months after the date on which the Employee is absent from
service for any other reason (e.g., sickness, layoff, vacation).


 


(2)           Period of
Severance.


 


(A)          An
Employee’s Period of Severance commences on his or her Severance from Service
Date and ends on the date on which the Employee is again credited with an Hour
of Service by the Employer.


 


(B)           If an
Employee has a Severance from Service Date as a result of quitting, discharge
or retirement and then earns an Hour of Service within twelve (12) months from
the Severance from Service Date, the Period of Severance shall be counted as
part of such Employee’s


 


22





















 


period
of Service.  If an Employee is absent
from service for any reason other than quitting, discharge or retirement and
during such absence he or she quits, is discharged or retires, his or her
Period of Severance shall be counted as part of such Employee’s period of
Service only if he or she earns an Hour of Service within twelve (12) months
from the date of commencement of such absence from service.  In all other cases, an Employee’s Period of
Severance shall be disregarded in determining such Employee’s period of
Service.


 


(d)           Applicability.


 


(1)           Service
Prior to January 1, 2000. 
The provisions of this Section 2.02 shall not apply to the determination
of a Participant’s Service prior to January 1, 2000, if it represents an
aggregate number less than the Participant’s Years of Continuous Service prior
to January 1, 2000.


 


(2)           Transfer
Service and Imputed Service. 
Subject to the Break in Service rules set forth in Section 2.03 below,
Service that qualifies as Hourly Transfer Service, Salary Transfer Service or
Imputed Service will be counted as Service hereunder.


 


2.03        Break in Service


 


Effective as of January
1, 2000 and upon incurring a Break in Service, as defined herein, the
provisions of this Section 2.03 shall apply in determining an Employee’s
eligibility for participation and period of Service under the Plan.  For purposes hereof and except as provided
below, a Break in Service shall mean, for Participants, a 12-consecutive month
period beginning on the Severance from Service Date and ending on the first
anniversary of such date (provided the Employee is not credited with an Hour of
Service during such period) and, for Employees who are not Participants, a
12-month computation period during which he or she is credited with 500 or less
Hours of Service.  The applicable
computation period for such Employees who are not Participants shall be the
12-month period beginning on the Employee’s date of employment and Plan Years
commencing after such date of employment. 
Upon a Break in Service, the following rules shall apply:


 


(a)           Vested
Participants. 
Subject to Section 2.01(d), a Participant who has satisfied the
requirements for vesting under Section 8.3 at the time he or she incurs a Break
in Service and who is again employed as an Eligible Employee shall
re-participate in the Plan as of the date he or she again completes an Hour of
Service and his or her pre-break Service shall be restored in determining his
or her rights and benefits under the Plan.


 


(b)           Non-Vested
Former Participants. 
Any Participant not described in subsection (a) who incurs a Break in
Service and who is again employed as an Eligible Employee shall (except as
provided below) re-participate in the Plan as of the date he or she again
completes an Hour of Service.  His or her
years of pre-break Service shall


 


23





















 


be
restored, but only if the number of his or her consecutive 1-year Breaks in
Service is less than the greater of: (i) 5, or (ii) the aggregate
number of his or her pre-break 12-month periods.  A former Participant who has not had his or her
pre-break Service restored under the preceding sentence shall be treated as a
new, first-time employee upon his or her re-employment by the Employer and
shall be required to satisfy the eligibility requirements of Section 2.01 for
participation in the Plan.


 


(c)           Other
Employees.  In the case of an
Employee who is not a Participant at the time he or she incurs a Break in
Service, his or her pre-break Service shall be restored only if the number of
his or her consecutive 1-year Breaks in Service is less than the greater of:
(i) 5, or (ii) the aggregate number of his or her pre-break Years of
Service.  A rehired Employee who has not
had his or her pre-break Service restored under the preceding sentence shall be
treated as a new, first-time Employee upon his or her re-employment by the
Employer.


 


(d)           Special Rule
for Maternity or Paternity Leave. 
If a Participant is considered on Maternity or Paternity Leave
hereunder, then, solely for purposes of determining whether the Participant has
a Break in Service under this Section 2.03, the period of time between the
first and second anniversaries of the date the Participant is considered to be
absent from service under Section 2.2(a)(1)(ii) shall be considered neither a
Period of Severance nor a period of Service. 
If a Participant remains on Maternity or Paternity Leave beyond such
second anniversary, the Participant’s Period of Severance shall be deemed to
begin on such date for purposes of this Section 2.03.


 


(e)           Applicability.  The provisions of this Section 2.03 shall not
apply to a Termination of Employment which occurred prior to January 1,
2000, which shall be governed by the provisions of the Plan as in effect on the
date the Employee incurred the Termination of Employment.  Notwithstanding the foregoing, any Employee
who: (i) incurred a Termination of Employment prior to January 1,
2000, and (ii) on December 31, 1999 would not have his or her prior
service disregarded under the Plan’s Break in Service rules in effect on such
date if he or she then returned to employment, shall be covered by the Plan’s
Break in Service rules that are effective for separations on and after
January 1, 2000.


 


2.04        Authorized Leave of Absence


 


Effective as of January
1, 2000:


 


(a)           General Rule.  A Participant who is granted an Authorized
Leave of Absence by his or her Employer, and who returns to employment at the
end of such leave, shall receive credit for Service for the period of time
while on such Authorized Leave of Absence; provided however, a Participant on
an Authorized Leave of Absence shall not be credited with more than a 24-month
period of Service hereunder for a period of absence from active employment,
except in accordance with rules that are adopted in writing by the Plan
Administrator.  A Participant who is
granted an Authorized Leave of Absence but who fails to return (or retire)
within the period


 


24





















 


specified
shall be treated as if he or she was absent from Service under Section
2.2(a)(1)(ii) on the date his or her leave commenced.


 


(b)           Military
Service.  A Participant with
service in the Armed Forces of the United States (“military service”) shall be
credited with Service and Credited Service pursuant to the requirements of
section 414(u) of the Code.


 


2.05        Transfers


 


Effective as of January
1, 2000, this subsection shall apply with respect to an Employee of a Commonly
Controlled Entity who transfers from an ineligible classification of employment
to an Eligible Employee classification, or who transfers from an Eligible
Employee classification to one that is ineligible.


 


(a)           Transfers of
employment between Employers under this Plan shall not result in a Break in
Service.


 


(b)           If an
Employee becomes eligible to participate in this Plan as a result of a transfer
described in this subsection, he or she shall receive Service credit for
employment by an employer while it is a Commonly Controlled Entity.


 


(c)           If a
Participant in this Plan transfers employment within the Commonly Controlled
Entity and is no longer in an Eligible Employee classification of employment,
he or she shall continue to accrue Service for purposes hereunder, subject to
the Break in Service rules of Section 2.03.


 


25





















 


ARTICLE III


 


Participant Contributions


 


3.01        Pre-Tax Contribution Elections


 


(a)           A Participant
who is an Eligible Employee and who desires to have Pre-Tax Contributions
made on his or her behalf by his or her Employer shall file a Contribution
Election, pursuant to procedures specified by the responsible Named Fiduciary,
specifying his or her Contribution Percentage, which percentage shall be no
less than 2% nor more than 50%, or no less nor more than the percentages
authorized in an Appendix which applies to such Eligible Employee, and
authorizing the Compensation otherwise payable to him or her to be reduced in
the contribution periods selected in such Appendix.


 


(b)           Notwithstanding
Subsection (a) hereof, for any Plan Year the Administrator may determine that
the maximum Contribution Percentage shall be greater or lesser than the
percentages set forth in an Appendix. 
Otherwise, the maximum Contribution Percentage as provided in an
Appendix shall apply.


 


(c)           A
Participant’s Contribution Election shall be effective only with respect to
Compensation not yet paid as of the date the Contribution Election is
effective.  A Contribution Election
received on or before a Notice Date shall become initially effective with
respect to payroll cycles ended after the applicable Change Date or, if
reemployed, on the first day of the next month. 
However, the Administrator, in his or her sole discretion, may declare
an additional window period to Participants. 
Any Contribution Election which has not been properly completed or which
does not contain a properly completed Investment Election will be deemed not to
have been received and be void.


 


(d)           In
addition to the Pre-Tax Contributions made pursuant to the Contributions
Election provided for in this Section 3.01, each Employee who is eligible to
participate in the Plan and who is projected to attain age 50 before the end of
a Plan Year is eligible to have his Compensation reduced by a whole integer
percentage and have the amount by which his Compensation is reduced contributed
to the Plan by his Employer on his behalf as a Catch-up Contribution.  Contributions elected pursuant to this
paragraph or any similar provision of any other plan maintained by the Company
or a Commonly Controlled Entity may not exceed the applicable dollar limit
described in Section 414(v)(2)(B)(i) of the Code, as adjusted in accordance with
Section 414(v)(2)(C) of the Code.


 


3.02        Post-Tax Contribution Elections


 


(a)           A
Participant who is an Eligible Employee and who desires to have Post-Tax
Contributions made on his or her behalf by his or her Employer shall file a
Contribution Election, pursuant to procedures adopted by the responsible Named
Fiduciary, specifying his or her Contribution Percentage, which percentage
shall be no less nor more than the percentages authorized in an Appendix which
applies to such


 


26





















 


Eligible
Employee, and authorizing the Compensation otherwise payable to him or her to
be reduced in the contribution periods selected in such Appendix.


 


(b)           Notwithstanding
Subsection (a) hereof, for any Plan Year the Administrator may determine that
the maximum Contribution Percentage shall be greater or lesser than the
percentages set forth in an Appendix. 
Otherwise, the maximum Contribution Percentage as provided in an
Appendix shall apply.


 


(c)           A
Participant’s Contribution Election shall be effective only with respect to
Compensation not yet paid as of the date the Contribution Election is
effective.  A Contribution Election
received on or before a Notice Date shall become initially effective with
respect to payroll cycles ended after the applicable Change Date or, if
reemployed, on the first day of the next month. 
However, the Administrator, in its sole discretion, may declare an
additional window period to Participants. 
Any Contribution Election which has not been properly completed or which
does not contain a properly completed Investment Election will be deemed not to
have been received and be void.


 


3.03        Election Procedures


 


(a)           A
Participant’s Contribution Election shall continue in effect (with automatic
adjustment for any change in his or her Compensation) until the earliest of the
date: (1) his or her Contribution Election is changed in accordance with
paragraph (a) hereof; (2) he or she ceases to be paid as an Eligible
Employee; or (3) his or her Contribution Election is cancelled in accordance
with paragraph (b) hereof.


 


(b)           Changing the
Election.  A Participant may increase or
decrease his or her Contribution Percentage (subject to the percentage limits
stated above) only once each Change Date by making a new Contribution Election,
pursuant to procedures specified by the responsible Named Fiduciary, on which
is specified the amount of the Contribution Percentage.


 


(1)           If such
Contribution Election is received by the Notice Date, the change shall be
effective with respect to the first payroll cycle ended after the Change Date.


 


(2)           However, if
the Administrator deems it necessary, the Administrator may specify an
additional window period to Participants.


 


(3)           The amount
of increase or decrease of such Contribution Percentage shall be effective only
with respect to Compensation not yet paid.


 


(4)           Any
Contribution Election which has not been properly completed will be deemed not
to have been received and be void.


 


(c)           Canceling
the Election. 
A Participant desiring to cancel his or her existing Contribution
Election and reduce his or her Contribution Percentage to zero must make a new
Contribution Election, pursuant to procedures specified by the responsible
Named Fiduciary.  The responsible Named
Fiduciary will establish procedures, to be


 


27





















 


administered
in a uniform and nondiscriminatory manner, for allowing a Participant to cancel
his or her Contribution Election.  Any
Contribution Election received on or before a Notice Date shall become
effective with respect to the payroll cycle ended after the next Change
Date.  A Participant who is an Eligible
Employee and who has cancelled his or her Election may again make a
Contribution Election at any time.  If
such Contribution Election is received by the Notice Date, it shall become
effective with respect to the first payroll cycle ended after the next Change
Date, provided at least the number of months of suspension required in an
Appendix applicable to the Employee have elapsed since the effective date of
the cancellation.  Any Participant who
has improperly completed a Contribution Election will be deemed not to have
made an Election.


 


28





















 


ARTICLE IV


 


Employer Contributions and Allocations


 


4.01        Participant Contributions


 


(a)           Frequency
and Eligibility. 
Subject to the limits of the Plan and to the Administrator’s authority
to limit Contributions under the terms of this Plan, for each period for which
a Contribution Election is in effect, the Employer shall contribute to the Plan
on behalf of each Participant who is an Eligible Employee an amount equal to
the amount designated by the Participant as a Pre-Tax, Catch-up or
Post-Tax Contribution on his or her Contribution Election.


 


(b)           Allocation.  Any Pre-Tax Contribution shall be
allocated to the Pre-Tax Account of the Participant with respect to whom the
amount is paid, any Catch-up Contribution shall be allocated to the Catch-up
Account of the Participant with respect to whom the amount is paid, and any
Post-Tax Contribution shall be allocated to the Post-Tax Account of
the Participant with respect to whom the amount is paid.


 


(c)           Timing,
Medium and Posting. 
Pre-Tax, Catch-up and Post-Tax Contributions shall be paid to the
Custodian in cash and posted to each Participant’s Pre-Tax, Catch-up or
Post-Tax Account, respectively, by the Administrator as soon as such amounts
can reasonably be balanced against the specific amount made on behalf of each
Participant.  Pre-Tax, Catch-up and
Post-Tax Contributions shall be paid to the Custodian not later than the
fifteenth (15th) day of the month next following the month in which
amounts are deducted from the Participant’s Compensation.


 


4.02        Matching Contributions


 


(a)           Frequency
and Eligibility. 
Subject to the limits of the Plan and to the Administrator’s authority
to limit Contributions under the Plan, for each period for which Participants’
Contributions are made, the Employer shall make Matching Contributions as
described in the following Allocation Method paragraph on behalf of each
Participant who is an Eligible Employee and who contributed during the period.


 


(b)           Allocation
Method.  The Matching
Contributions for each period with respect to each Participant shall be 50% up
to 6% of a Participant’s Compensation, or the amount, if any, as is described
in an Appendix which applies to such Participant.  The Employer may change the matching rate to
any other percentages, including zero (0%).


 


(c)           Timing,
Medium and Posting. 
The Employer shall make each period’s Matching Contribution in cash as
soon as is feasible, and not later than the Employer’s federal tax filing date,
including extensions, for deducting such Contribution.


 


(d)           Compensation.  Compensation from the Employer shall be
measured by the period (not to exceed the Plan Year) for which the Contribution
is being made, provided the Eligible Employee is a Participant during such
period.


 


29





















 


(e)           True-Up
Contribution. 
For each Participant who is not represented in collective bargaining by
a union, who is an Employee on the last Business Day of the Plan Year, and who
has elected to contribute an amount of his or her Compensation as a Pre-Tax
Contribution for all periods during such Plan Year in which he or she could
make Pre-Tax Contributions which equals at least the maximum Matching
Contribution (stated as a percentage of the Participant’s Compensation), if
any, as described in an Appendix which applies to such Participant, the
Employer shall make a Matching Contribution equal to the least of:


 


(1)           the maximum
Matching Contribution, stated as a percentage of a Participant’s Compensation
for the Plan Year, if any, as described in an Appendix which applies to such
Participant;


 


(2)           the
Participant’s Pre-Tax Contribution for the Plan Year; or


 


(3)           the amount
in (d)(1), times (ii) the dollar limit in Section 401(a)(17) of the Code,


 


minus the aggregate
amount of any Matching Contribution already made for the Participant under
Section 4.2 hereof for the Plan Year.


 


4.03        Formula Based Contributions


 


(a)           Frequency
and Eligibility. 
Subject to the limits of the Plan and to the Administrator’s authority
to limit Contributions under the Plan, for each period the formula is in
effect, the Employer shall make a Formula Based Contribution with respect to
each Participant who is an Eligible Employee in the amount equal to 2% of a
Participant’s Compensation, or such other amount, if any, as is described in an
Appendix which applies to such Participant.


 


(b)           Allocation
Method.  The Formula Based
Contribution for each period shall be allocated among eligible Participants pro
rata based on Compensation, or in the manner provided in an Appendix which
applies to each such Participant.


 


(c)           Timing,
Medium and Posting. 
The Employer shall make each period’s Formula Based Contribution in cash
as soon as is feasible, and not later than the Employer’s federal tax filing
date, including extensions, for deducting such Contribution.


 


(d)           Compensation.  Compensation from the Employer shall be
measured by the period (not to exceed the Plan Year) for which the Contribution
is being made, provided the Eligible Employee is a Participant during such
period.


 


4.04        Special Contributions


 


(a)           Frequency
and Eligibility. 
Subject to the limits of the Plan and to the Administrator’s authority
to limit Contributions under the Plan, for each Plan Year, the Employer may
make a Special Contribution in an amount determined by the


 


30





















 


Administrator
on behalf of each Non-Highly Compensated Employee Participant who is an
Eligible Employee at any time during the Plan Year.


 


(b)           Allocation
Method.  The Special
Contribution for each period shall be allocated among eligible Participants as
determined by the Administrator, subject to a maximum dollar amount which may
be contributed on behalf of any Participant as determined by the Administrator.


 


(c)           Timing,
Medium and Posting. 
The Employer shall make each period’s Special Contribution in cash as
soon as is feasible, but no later than twelve (12) months after the end of the
Plan Year to which it is allocated.  The
Administrator shall post such amount to each Participant’s Special Account once
the total Contribution received by the Custodian has been balanced against the
specific amount to be credited to each Participant’s Special Account.


 


(d)           Compensation.  Compensation from the Employer shall be
measured by the period (not to exceed the Plan Year) for which the Contribution
is being made, provided the Eligible Employee is a Participant during such
period.


 


4.05        Miscellaneous


 


(a)           Deduction
Limits.  In no event shall
the Employer Contributions for a Plan Year exceed the maximum the Company
estimates will be deductible (or which would be deductible if the Employers had
taxable income) by any Employer or Commonly Controlled Entity under Section 404
of the Code (“Deductible Amount”).  Any
amount in excess of the Deductible Amount shall not be contributed in the
following order of Contribution type, to the extent needed to eliminate the
excess:


 


(1)           Each
Participant’s allocable share of Pre-Tax Contributions for the Plan Year
will be reduced by an amount equal to the excess of the Participant’s Pre-Tax
Contributions over an amount which bears the same ratio to the amount of
Pre-Tax Contributions made to the Plan on behalf of such Participant during the
Plan Year as the Deductible Amount available for the Plan Year (reduced by the
total amount of other types of Employer Contributions for the Plan Year) bears
to the aggregate Pre-Tax Contributions made to the Plan on behalf of all
Participants subject to such Deductible Amount during the Plan Year (before the
application of this provision).


 


(2)           If the
application of Section (a)(1) would result in a reduction of a Participant’s
Pre-Tax Contributions which are matched by Matching Contributions, the
rate at which Pre-Tax Contributions are reduced shall be offset by a
reduction for each Matching Contribution not made as a result.


 


(3)           Formula
Based Contributions.


 


(b)           Profit Sharing
Plan.  Notwithstanding
anything herein to the contrary, the Plan shall constitute a profit sharing
plan for all purposes of the Code.


 


31





















 


ARTICLE V


 


Rollovers


 


5.01        Rollovers


 


The Administrator may
authorize the Custodian to accept a Rollover Contribution in cash from an
Eligible Employee if Rollover Contributions are allowed with respect to such
Eligible Employee in an Appendix which applies to such Eligible Employee.  In such case, the Employee shall furnish
satisfactory evidence to the Plan Administrator that the amount is eligible for
rollover treatment.  Such amount shall be
posted to the Employee’s Rollover Account by the Administrator as of the date
received by the Custodian.


 


If it is later
determined that an amount transferred pursuant to the above paragraph did not
in fact qualify as a Rollover Contribution, the balance credited to the
Employee’s Rollover Account shall immediately be: (1) segregated from all other
Plan assets, (2) treated as a non-qualified trust established by and for
the benefit of the Employee, and (3) distributed to the Employee.  Any such nonqualifying rollover shall be
deemed never to have been a part of the Plan.


 


5.02        Transfers


 


The Administrator may
authorize the Custodian to accept a Transfer Contribution for an Eligible
Employee.  For purposes of this Section
5.02, a Transfer Contribution is an amount that is transferred from another
defined contribution plan sponsored by the Employer or a Commonly Controlled
Entity as a result of a change in employment classification of the Eligible
Employee that causes him to be excluded from active participation in such other
defined contribution plan and also eligible to participate in this Plan.


 


Any transfer into this
Plan from another defined contribution plan of the Employer or a Commonly
Controlled Entity shall maintain the character it held in the transferor plan
and shall be credited under the appropriate Participant accounting.  Transfer Contributions shall not be
considered Rollover Contributions under the Plan.


 


5.03        Hurricane Katrina Distribution Recontribution


 


Effective January 1,
2006, the Administrator may authorize the Custodian to accept the
recontribution by a Participant of a distribution that was made under the
conditions of Section 10.10, to the extent the distribution was an Eligible
Rollover Distribution, provided the recontribution occurs during the 3-year
period beginning the day after the date of the Katrina distribution.


 


32





















 


ARTICLE VI


 


Accounting
For Participants’

Accounts And For Investment Funds


 


6.01        Individual Participant Accounting


 


(a)           Account
Maintenance. 
The responsible Named Fiduciary will cause the Accounts for each
Participant to reflect transactions involving Contributions and other
allocations thereto, loans, earnings, losses, withdrawals, distributions and
expenses to be allocated and posted to the Accounts in accordance with the terms
of this Plan.  Financial transactions
during or with respect to an Accounting Period will be accounted for at the
individual Account level by allocating and posting each transaction to the
Account as of a Trade Date.  At any point
in time, the value of a Participant’s Accrued Benefit will be equal to the sum
of the aggregate of the following amounts determined under (1) and (2) with
regard to each Investment Fund:


 


(1)           the: (A)
Unit Values for the portion of his or her Accounts invested in each Investment
Funds; multiplied by (B) the number of full and fractional units for each such
Investment Fund posted to his or her Accounts.


 


(2)           the fair
market value of any other assets of the Trust Fund (exclusive of assets
described in (1) and (2)) in which a portion of his or her Accounts is invested
or held.


 


(b)           Trade Date
Accounting and Investment Cycle. 
For any transaction to be processed as of a Trade Date, the responsible
Named Fiduciary must receive instructions by the Sweep Time and such
instructions will apply only to amounts held in and posted to the Accounts as
of the Trade Date.  Except as otherwise
provided herein, all transactions will be effected on the Trade Date relating
to the Sweep Time (or as soon thereafter as is administratively possible).


 


(c)           Suspension
of Transactions. 
Whenever the Administrator considers such action to be in the best
interest of the Participants, the Administrator in its discretion may suspend
from time to time the Trade Date or reset the Sweep Time.


 


(d)           Temporary
Investment. 
To the extent practicable, the responsible Named Fiduciary will direct
the Custodian to make temporary investments in a short-term interest fund
of assets in an Account held pending a Trade Date.


 


(e)           How Fees and
Expenses are Charged to Accounts.  Account maintenance fees will be charged to
Accounts (to the extent such fees are not paid by the Employer), provided that
no fee will reduce an Account balance below zero.  Transaction type fees (such as loan set-up
fees, etc.) will be charged to the Accounts involved in the transaction as
determined pursuant to procedures adopted by the Administrator.  Fees and expenses incurred for the management
and maintenance of Investment Funds will be charged at the Investment Fund
level and reflected in the net gain or loss of each Investment Fund.


 


33





















 


(f)            Error
Correction. 
The Administrator may correct any errors or omissions in the
administration of the Plan by crediting or charging any Account with the amount
that would have been allocated, credited or charged to the Account had no error
or omission been made.  Funds necessary
for any such crediting will be provided through payment made by the responsible
Named Fiduciary, or, if the responsible Named Fiduciary was not responsible for
such error or omission, through payment by the Employer.


 


(g)           Accounting
for Participant Loans. 
Participant loans will be held in a separate Fund for investment only by
such Participant and accounted for in dollars as an earmarked asset of the
borrowing Participant’s Account.


 


6.02        Accounting for Investment Funds


 


(a)           Unit
Accounting. 
The investments in each Investment Fund designated by the Administrator
as subject to unit accounting will be maintained in full and fractional
units.  The responsible Named Fiduciary
is responsible for determining the number of full and fractional units of each
such Investment Fund.


 


(b)           Share
Accounting. 
The investments in each Investment Fund designated by the Administrator
as subject to share accounting will be maintained in full and fractional
shares.  The responsible Named Fiduciary
is responsible for determining the number of full and fractional shares of each
such Investment Fund.


 


(c)           Company
Stock.  The following
additional rules shall apply to the Company Stock Fund:


 


(1)           Voting
Rights.  All Company Stock
in an Account will be voted by the Custodian in accordance with directions from
the Participant pursuant to the procedures of the Trust Agreement.


 


(2)           Tender Offer.  If a tender offer is commenced for Company
Stock, the provisions of the Trust Agreement regarding the response to such
tender offer, the holding and investment of proceeds derived from such tender
offer and the substitution of new securities for such proceeds will be
followed.


 


(3)           Dividends
and Income. 
Dividends (whether in cash or in property) and other income received by
the Custodian in respect of Company Stock will be reinvested in Company Stock
and will constitute income and be recognized on an accrual basis for the
Accounting Period in which occurs the record date with respect to such
dividend; provided that, with respect to any dividend which is reflected in the
market price of the underlying stock, the Administrator will direct the
Custodian during such trading period to trade such stock the regular way to
reflect the value of the dividend, and all transfers and cash distributions
will be transacted accordingly with no accrual of such dividend, other than as
reflected in such market price.


 


34





















 


(4)           Transaction
Costs.  Any brokerage
commissions, transfer taxes, transaction charges, and other charges and
expenses in connection with the purchase or sale of Company Stock will be added
to the cost thereof in the case of a purchase or deducted from the proceeds
thereof in the case of a sale; provided, however, where the purchase or sale of
Company Stock is with a “disqualified person” as defined in Section 4975(e)(2)
of the Code or a “party in interest” as defined in Section 3(14) of ERISA, no
commissions may be charged with respect thereto.


 


6.03        Accounts for Alternate Payees


 


A separate Account will
be established for an Alternate Payee as of the date, and in accordance with
the directions specified, in the QDRO. 
Such Account will be valued and accounted for in the same manner as any
other Account.  An Alternate Payee will
be treated as a Participant to the extent provided as follows:


 


(a)           Investment
Direction.  An Alternate Payee
may direct or exchange the investment of such Account in the same manner as a
Participant; provided, however, that an Alternate Payee may not acquire Company
Stock.


 


(b)           Withdrawals
and Forms of Payment. 
An Alternate Payee will receive payment of the amount specified in the
QDRO as soon as administratively possible, regardless of whether the
Participant is an Employee, unless the QDRO specifically provides that payment
be delayed, including at the election of the Alternate Payee.  Payment may be made in the same forms as are
available to the Participant with respect to whom the QDRO has been obtained,
to the extent provided in the QDRO.


 


(c)           Participant
Loans.  An Alternate Payee
will not be entitled to borrow from his or her Account.  If a QDRO specifies that the Alternate Payee
is entitled to any portion of the Account of a Participant who has an
outstanding loan balance, all outstanding loans will continue to be held in the
Participant’s Account and will not be divided between the Participant’s and
Alternate Payee’s Accounts.


 


(d)           Beneficiary.  An Alternate Payee may designate a
Beneficiary in the same manner as a Participant, to the extent provided for in
the QDRO.


 


6.04        Transition Rules


 


The Administrator may
adopt such procedures, including imposing “transition” periods, as are
necessary to accommodate any plan mergers, Investment Fund or accounting
changes or events, or similar events as it determines are necessary for the
proper administration of the Plan.


 


35





















 


ARTICLE VII


 


Investment Funds and Elections


 


7.01        Investment of Contributions


 


(a)           Investment
Election.  Each Participant
may direct the Custodian, by submission to the responsible Named Fiduciary of
an Investment Election, to invest Contributions (and loan repayments) posted to
his or her Accounts and other amounts allocated and posted to the Participant’s
Account in one or more Investment Funds; provided, however, that a separate
Investment Election is required for Rollover Contributions.  If a Participant does not have a valid
Investment Election on file, his or her Investment Election will be deemed to
be a 100% election of the Fixed Income Fund. 
If the Participant elects to have any such Contributions made on his or
her behalf invested in more than one Investment Fund, he or she must designate
in whole multiples of one percent (1%) what percentage of the Contribution is
to be invested in each such Investment Fund. 
Notwithstanding the above and effective as of May 21, 1999, no
Investment Election may be made by a Participant or Beneficiary which directs
the investment of any Contributions into the PepsiCo Stock Fund.


 


(b)           Effective
Date of Investment Election; Change of Investment Election.  A Participant’s initial Investment
Election will be effective with respect to an Investment Fund on the Trade Date
which relates to the Sweep Time on which or prior to which the Investment
Election is received and not revoked pursuant to procedures specified by the
Administrator.  A Participant’s
Investment Election will continue in effect, notwithstanding any change in his
or her Compensation or his or her Contribution Percentage, until the earlier
of: (1) the effective date of a new Investment Election; or (2) the date he or
she ceases to be a Participant.  A change
in Investment Election will be effective with respect to an Investment Fund as
soon as administratively possible after the date the Administrator receives the
Participant’s new Investment Election.


 


7.02        Investment of Accounts


 


(a)           Conversion
Election.  Notwithstanding a
Participant’s Investment Election, a Participant may direct the Custodian, by
submission of a Conversion Election to the responsible Named Fiduciary, to
change the investment of his or her Accounts between two or more Investment
Funds, on a pro rata basis with respect to each of the Participant’s Accounts
(exclusive of the Participant’s loans) from existing plan.  If a Participant does not make a Conversion
Election for the PepsiCo Stock Fund for any amounts remaining in that
Investment Fund on May 20, 2001, the Participant will be deemed to have made a
Conversion Election to invest such amount 100% in the Fixed Income Fund.  If the Participant or Beneficiary elects to
invest his or her Accrued Benefit in more than one (1) Investment Fund, he must
designate in whole multiples of one percent (1%) what percentage of his or her
Accounts is to be invested in such Investment Fund; provided, however,
effective as of May 21, 1999, no Conversion Election may be made by a
Participant or Beneficiary which directs the investment of any part of his or
her Accrued Benefit into the PepsiCo Stock Fund.


 


36





















 


(b)           Effective
Date of Conversion Election. 
A Conversion Election to change a Participant’s investment of his or her
Accounts in one Investment Fund to another Investment Fund will be effective
with respect to such Investment Funds on the Trade Date(s) which relates to the
Sweep Time on which or prior to which the Conversion Election is received and
not revoked pursuant to procedures specified by the Administrator.  Notwithstanding the foregoing, a Conversion
Election made with respect to the Account balance of a Participant who dies on
or after the Effective Date will not be valid if it is made after such time
that is established by the Administrator following the date the Administrator
is notified of such Participant’s death.


 


(c)           Delayed
Effective Date. 
Notwithstanding any provision of this Section 7.2 to the contrary, if
the sell portion of a Conversion Election can not be processed due to a problem
in the market, a liquidity shortage in an Investment Fund, or disruption of
other sell or buy orders in another Investment Fund, the buy portion of the
Conversion Election will not be processed on a Trade Date until the sell
transaction can be processed.


 


7.03        Investment Funds


 


The Plan’s Investment
Funds are indicated in Appendix 1.54.  In
addition, the Management Committee may, from time to time, in its discretion:


 


(a)           limit or
freeze investments in, or transfers from, an Investment Fund;


 


(b)           add funding
vehicles thereunder;


 


(c)           liquidate,
consolidate or otherwise reorganize an existing Investment Fund; or


 


(d)           add new
Investment Funds to, or delete Investment Funds from, an Appendix which applies
to Employees identified therein.


 


7.04        Transition Rules


 


Effective as of the date
designated by the Management Committee on which any Investment Fund is added
under Section 7.3, each Participant will have the opportunity to make new
Investment Elections and Conversion Elections to the Administrator no later
than the applicable Sweep Time.  The
Administrator may take such action as the Administrator deems appropriate,
including, but not limited to:


 


(a)           using any
reasonable accounting methods in performing his or her duties during the period
of transition;


 


(b)           designating
into which Investment Fund a Participant’s Accounts or Contributions will be
invested;


 


37





















 


(c)           establishing
the method for allocating net investment gains or losses and the extent, if
any, to which amounts received by and distributions paid from the Trust during
this period share in such allocation;


 


(d)           investing
all or a portion of the Trust’s assets in a short-term, interest-bearing
Investment Fund during such transition period;


 


(e)           delaying any
Trade Date during a designated transition period or changing any Sweep Time or
Valuation Time during such transition period; or


 


(f)            designating
how and to what extent a Participant’s Investment Election or Conversion
Election will apply to Investment Funds.


 


7.05        Risk of Loss


 


Neither the Plan nor the
Company guarantees that the fair market value of the Investment Funds, or of
any particular Investment Fund, will be equal to or greater than the amounts
invested therein.  Neither the Plan nor
the Company guarantees that the value of the Accounts will be equal to or
greater than the Contributions allocated thereto.  Except as required pursuant to ERISA, each
Participant will have sole responsibility for the investment of his or her
Accounts and for transfers among the available Investment Funds, and no
fiduciary or other person will have any liability for any loss or diminution in
value resulting from any Participant’s exercise of, or failure to
exercise,  such investment
responsibility.  Each Participant assumes
all risk of any decrease in the value of the Investment Funds and the
Accounts.  The Plan is intended to
constitute a plan described in Section 404 of ERISA.


 


7.06        Interests in the Investment Funds


 


No Participant will have
any claim, right, title, or interest in or to any specific assets of any
Investment Fund until distribution of such assets is made to such
Participant.  No Participant will have
any claim, right, title, or interest in or to the Investment Fund, except as
and to the extent expressly provided herein.


 


7.07        Sole Source of Benefits


 


Participants may only
seek payment of benefits under the Plan from the Trust, and, except as
otherwise required by law, the Employer assumes no responsibility or liability
therefor.


 


7.08        Alternate Payees


 


See Sections 6.3 and 6.4
for the treatment of Alternate Payees as Participants for purpose of this
Article VII.


 


38





















 


ARTICLE VIII


 


Vesting and Forfeitures


 


8.01        Fully Vested Contribution Accounts


 


An Employee who was a
participant in the 401(k) plan sponsored by Central Investment Corporation
(“CIC”) and who had at least three Years of Service as of January 1, 2006,
shall be fully vested and have a nonforfeitable right to the portion of his
Accrued Benefit attributable to the CIC 401(k) Plan at all times.  An Employee of Dakota Beverage Group, LLC
shall be fully vested and have a nonforfeitable right to his or her Accrued
Benefit at all times.  A Participant
shall be fully vested and have a nonforfeitable right to his or her Accrued
Benefit in these Accounts at all times:


 


	
  Post-Tax Account

  	
   

  	
  Pre-Tax Account

  	
   

  	
  Catch-up Account

  
	
  Rollover Account

  	
   

  	
  Special Account

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



8.02        Vesting; Payment of Accrued Benefit On or After Retirement or
Disability


 


A Participant’s Accrued
Benefit shall be fully vested and nonforfeitable upon the occurrence of any one
or more of the following events:


 


(a)           completion
of at least the minimum number of years of Vesting Service in the Vesting
Schedule for a 100% nonforfeitable percentage;


 


(b)           attainment
of Normal Retirement Date or Early Retirement Date;


 


(c)           his or her
Termination of Employment for reason of a Disability; or


 


(d)           he or she
dies while an Employee.


 


8.03        Vesting Schedule and Forfeitures


 


(a)           Vesting.  A Participant shall be vested and have a
nonforfeitable right to his or her Accrued Benefit in his or her Matching and
Formula Based Accounts, determined in accordance with the following vesting
schedule (unless a separate vesting schedule is otherwise provided for in an
Appendix which applies to such Participant):


 


39





















 


	
  Years
  of Vesting Service

  	
   

  	
  Nonforfeitable Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less
  than 1 year

  	
   

  	
  0

  	
  %

  
	
  1
  year but less than 2 years

  	
   

  	
  20

  	
  %

  
	
  2
  years but less than 3 years

  	
   

  	
  40

  	
  %

  
	
  3
  years but less than 4 years

  	
   

  	
  60

  	
  %

  
	
  4
  years but less than 5 years

  	
   

  	
  80

  	
  %

  
	
  5
  years or more

  	
   

  	
  100

  	
  %

  



 


Notwithstanding the
preceding sentence, with respect to that portion of a Participant’s Accounts
that is attributable to amounts transferred from the Pepsi-Cola General Bottling
Company of Oshkosh, Inc. and Beverage Bottlers Inc. 401(k) Plan or the Lou Gen
Ltd. Profit Sharing Plan, the vested percentage of such Accounts shall be no
less than their vested percentage under the Pepsi-Cola General Bottling
Company of Oshkosh, Inc. and Beverage Bottlers Inc. 401(k) Plan or the Lou Gen
Ltd. Profit Sharing Plan, respectively, as of the transfer’s effective date.


 


8.04        Forfeitures


 


(a)           Forfeiture
Where Payment Commences After a Break in Service.  If no Payment Date of a Participant’s
nonforfeitable Accrued Benefit occurs before having incurred a Break in
Service, that portion of the Participant’s Accrued Benefit (which is Employer-derived)
which is forfeitable as of his or her Termination of Employment shall be
forfeited as of the completion of a Break in Service.  If the Participant is reemployed as an
Employee prior to having incurred a Break in Service, the Forfeiture shall not
occur.  If the Participant is reemployed
as an Employee after incurring a Break in Service, the Participant shall be
fully vested and have a nonforfeitable interest in that portion of his or her
Accounts accrued prior to the Break in Service and not forfeited as a result of
such Break in Service.  A Participant who
incurs a Termination of Employment with a zero vested interest in his or her
Accrued Benefit (which is Employer-derived) shall be deemed to have a
Payment Date and a Forfeiture of his or her Accrued Benefit as of such
Termination of Employment.


 


(b)           Forfeiture
Where Payment Commences Prior to a Break in Service.  If the Payment Date of a Participant’s
nonforfeitable percentage of his or her Accrued Benefit occurs prior to having
incurred a Break in Service, that portion of his or her Accrued Benefit which
is forfeitable shall be forfeited as of the Payment Date.  Thereafter, if such person is rehired as an
Employee prior to incurring a Break in Service, he or she shall be entitled to
make repayment to the Plan of the full amount distributed to him or her on or
after the Payment Date no later than: (1) the date he or she incurs a
Break in Service, and (2) the last day of the 5-year period
commencing on or after his or her date of reemployment.  Upon making repayment in a single payment of
the amount distributed to him or her, the amount repaid shall be credited to
the Participant’s Account from which paid and the Forfeiture shall be
reinstated to his or her Accounts and invested in the same manner as the
Account to which it is posted.  The
amount required to restore such Participant’s Accounts shall be charged against
the Plan’s Forfeitures, and, if insufficient, be made up from additional
Employer Contributions.


 


40





















 


Where a Participant has been deemed to have a Payment Date because he
or she had a zero vested interest in his or her Accrued Benefit, he or she will
be deemed to have made the repayment required by this subparagraph on his or
her date of hire.


 


If the Employee makes
the above-described repayment, such repayment shall be considered to be
the “investment in the contract” for purposes of Sections 72(1)(A), 72(f) and
402(e)(4)(D)(i) of the Code in relation to the amount reinstated in his or her
Account on account of the repayment.


 


8.05        Forfeiture Account


 


A Forfeiture will be
posted, no later than the end of the Plan Year in which the Forfeiture arises,
to the Forfeiture Account on the Settlement Date for the Trade Date on which
the Custodian, at the direction of the Administrator, has converted the
Forfeiture to cash.  The Forfeiture
Account shall be invested in interest bearing deposits of the Custodian or
short-term money market instruments.  No
later than the end of such Plan Year, the Forfeiture Account shall be used in
the following order: to reinstate Accrued Benefits and to reduce Employer Contributions,
as determined by the Administrator, and to pay expenses of the Plan.


 


41





















 


ARTICLE IX


 


Participant Loans


 


9.01        Participant Loans Permitted


 


The Administrator is
authorized to establish and administer a loan program for a Participant who is
an Eligible Employee or a former Eligible Employee who is a “party in interest”
under ERISA pursuant to the terms and conditions set forth in this
Article.  All loan limits are determined
as of the Trade Date the Trustee reserves funds for the loan.  The funds will be disbursed to the
Participant as soon as is administratively feasible after the next following
Settlement Date.  Loans will be available
to a Participant only to the extent provided in the Appendix applicable to that
Participant.


 


9.02        Loan Funding Limits


 


The loan amount must
meet the following limits:


 


(a)           Plan Minimum
Limit.  The minimum amount
for any loan is $1,000.00.


 


(b)           Plan Maximum
Limit.  Subject to the
legal limit described in (c) below, the maximum a Participant may borrow,
including the outstanding balance of existing Plan loans, is fifty percent
(50%) of his or her following Accounts which are fully vested:


 


Pre-Tax Account


Catch-up Account

Special Account

Matching Account

Formula Based Account

Rollover Account

Post-Tax Account.


 


(c)           Legal
Maximum Limit. 
The maximum a Participant may borrow, including the outstanding balance
of existing loans, is based upon the value of his or her vested interest in
this Plan and all other qualified plans maintained by a Commonly Controlled
Entity (the “Vested Interest”).  The
maximum amount is equal to fifty percent (50%) of his or her Vested Interest,
not to exceed $50,000.  However, the
$50,000 amount is reduced by the Participant’s highest outstanding balance of
all loans from any Commonly Controlled Entity’s qualified plans during the 12-month
period ending on the day before the Trade Date on which the loan is made.


 


9.03        Maximum Number of Loans


 


A Participant may have
only one loan outstanding at any given time, and any prior existing loan must
be fully repaid for ninety (90) days before a new loan may be secured.


 


42





















 


9.04        Source of Loan Funding


 


A loan to a Participant
shall be made solely from the assets of his or her following Accounts which are
fully vested:


 


Pre-Tax Account


Catch-up Account

Special Account

Matching Account

Formula Based Account

Rollover Account

Post-Tax Account.


 


The available assets
shall be determined first by Contribution Account and then by investment type
within each type of Contribution Account. 
The hierarchy for loan funding by type of Contribution Account shall be
the order listed in the preceding Plan Maximum Limit paragraph.  Within each Account used for funding, amounts
shall first be taken from the available cash in the Account and then taken by
type of investment in direct proportion to the market value of the
Participant’s interest in each Investment Fund as of the Sweep Date on which
the loan is made.


 


9.05        Interest Rate


 


The interest rate
charged on Participant loans shall be fixed and equal to the Trustee’s prime
rate.


 


9.06        Repayment


 


Substantially level
amortization shall be required of each loan with payments made at least
monthly, through payroll deduction, provided that payment can be made by check
for advance loan payments, or when a Participant is on an Authorized Leave of
Absence, Disabled or transferred to the employ of a Commonly Controlled Entity
which is not participating in the Plan. 
Loans may be prepaid in full or in part at any time.  The loan repayment period shall be as
mutually agreed upon by the Participant and Administrator, not to exceed five
(5) years.


 


9.07        Repayment Hierarchy


 


Loan principal
repayments shall be credited to the Participant’s Contribution Accounts in the
inverse of the order used to fund the loan. 
Loan interest shall be credited to the Contribution Account in direct
proportion to the principal repayment. 
Loan payments are credited by investment type based upon the
Participant’s current Conversion Election for that Account.


 


9.08        Loan Application, Note and Security


 


A Participant shall
apply for any loan in accordance with a procedure established by the
responsible Named Fiduciary.  The
responsible Named Fiduciary shall administer


 


43





















 


Participant
loans and shall specify the time frame for approving loan applications.  All loans shall be evidenced by a promissory
note and security agreement and secured only by a Participant’s vested Account
balance.  The Plan shall have a lien on a
Participant’s Account to the extent of any outstanding loan balance.


 


9.09        Default, Suspension and Acceleration Feature


 


(a)           Default.  A loan is treated as a default on the earlier
of: (i) the date any scheduled loan payment is more than ninety (90) days
late, provided that the Administrator may agree to a suspension of loan
payments for up to twelve (12) months for a Participant who is on an Authorized
Leave of Absence; or (ii) thirty (30) days from the time the Participant
receives written notice of the note being due and payable and a demand for past
due amounts.


 


(b)           Actions Upon
Default.  In the event of
default, the Administrator will direct the Trustee to report the default as a
taxable distribution.  As soon as a Plan
withdrawal or distribution to such Participant would otherwise be permitted,
the Administrator will direct the Trustee to execute upon its security interest
in the Participant’s Account by segregating the unpaid loan balance from the
Account, including interest to the date of default, and to distribute the note
to the Participant.


 


(c)           Acceleration.  A loan shall become due and payable in full
once the Participant incurs a Termination of Employment.


 


44





















 


ARTICLE X


 


In-Service Withdrawals


 


10.01      Withdrawals for General Hardship


 


(a)           Requirements.  To the extent permitted by an Appendix, a
Participant may request the withdrawal of any amount from the vested portion of
his or her Accounts needed to satisfy a general hardship by submitting a
completed withdrawal request to the Administrator.


 


(b)           General
Hardship.  General hardship
will mean circumstances of sufficient severity that a Participant is confronted
by present or impending financial ruin or his or her family is clearly
endangered by present or impending want or privation.


 


(c)           Contribution
Account Sources for Withdrawal. 
All available amounts must first be withdrawn from his or her Accounts
under Sections 10.2 or 10.3 to the extent either such Section applies to
such Participant (as specified in an applicable Appendix).  The remaining withdrawal amount shall come
only from his or her Accounts, in the following priority order of Post-Tax
Accounts:


 


Post-Tax Account

Rollover Account

Formula Based Account

Matching Account


 


10.02      Withdrawals for 401(k) Hardship


 


(a)           Requirements.  To the extent permitted in an Appendix which
applies to a Participant, each such Participant may request the withdrawal of
any amount from the portion of his or her Accounts to the extent vested needed
to satisfy a financial need by making a withdrawal request in accordance with a
procedure established by the Administrator. 
The Administrator shall only approve those requests for withdrawals:
(1) on account of a Participant’s “Deemed Financial Need”, and
(2) which are “Deemed Necessary” to satisfy the financial need.


 


(b)           “Deemed
Financial Need”. 
Financial commitments relating to:


 


(1)           costs
directly related to the purchase or construction (excluding mortgage payments or
balloon payments) of a Participant’s principal residence;


 


(2)           the payment
of expenses for medical care described in Section 213(d) of the Code previously
incurred by the Participant, the Participant’s Spouse, or any dependents of the
Participant (as defined in Section 152 of the Code) or necessary for those
persons to obtain medical care described in Section 213(d) of the Code;


 


45





















 


(3)           payment of
tuition and related educational fees and room and board expenses for the next
twelve (12) months of post-secondary education for the Participant, his
or her Spouse, children or dependents (as defined in Section 152 of the Code);


 


(4)           necessary
payments to prevent the eviction of the Participant from his or her principal
residence or the foreclosure on the mortgage of the Participant’s principal
residence;


 


(5)           effective
January 1, 2006, payments for burial or funeral expenses for the Participant’s
deceased parent, spouse, children or dependents (as defined in section 152 of
the Code, without regard to section 152(d)(1)(B); or


 


(6)           effective
January 1, 2006, expenses for the repair of damage to the Participant’s
principal residence that would qualify for the casualty deduction under Code
section 165 (determined without regard to whether the loss exceeds 10% of
adjusted gross income).


 


(c)           “Deemed
Necessary”. 
A withdrawal is “deemed necessary” to satisfy the financial need only if
all of these conditions are met:


 


(1)           the
withdrawal may not exceed the dollar amount needed to satisfy the Participant’s
documented financial hardship, plus an amount necessary to pay federal, state,
or local income taxes or penalties reasonably anticipated to result from such
withdrawal;


 


(2)           the
Participant must have obtained all distributions, other than financial hardship
distributions, and all nontaxable loans under all plans maintained by the
Company or any Commonly Controlled Entity;


 


(3)           the
Participant will be suspended from making Pre-Tax Contributions and Post-Tax
Contributions (or similar contributions under any other qualified or
nonqualified plan of deferred compensation maintained by a Commonly Controlled
Entity) for at six (6) months from the date the withdrawal is received.


 


(d)           Account
Sources for Withdrawal. 
All available amounts must first be withdrawn from his or her Accounts
under Section 10.2 or 10.3 to the extent either such Section applies to such
Participant (as specified in an applicable Appendix).  The remaining withdrawal amount shall come
only from his or her Accounts, to the extent vested, in the following priority
order of Accounts:


 


Post-Tax Account

Rollover Account

Formula Based Account

Matching Account


Catch-up Account

Pre-Tax Account


Special Account


 


46





















 


The amount that may be
withdrawn from a Participant’s Pre-Tax Account shall not include earnings and
Special Contributions posted to his or her Pre-Tax Account after the end of the
Plan Year which ends before July 1, 1989.


 


10.03      Withdrawals for Participants over age 591⁄2 or who are Disabled


 


(a)           Requirements.  To the extent permitted in an Appendix which
applies to a Participant, each such Participant who is over age 591⁄2 or who is
Disabled may withdraw from the portion of his or her Accounts to the extent
vested listed in paragraph (b) below.


 


(b)           Account
Sources for Withdrawal. 
When requesting a withdrawal, any withdrawal amount shall come only from
his or her Accounts, to the extent vested, in the following priority order of
Accounts:


 


Post-Tax Account

Rollover Account

Formula Based Account

Matching Account


Catch-up Account

Pre-Tax Account

Special Account.


 


10.04      Unrestricted Withdrawals


 


(a)           Requirements.  To the extent permitted in an Appendix,
withdrawal is permitted from an amount credited to any of the Accounts listed
in paragraph (b) below.


 


(b)           Contribution
Account Sources for Withdrawal. 
When requesting a withdrawal, any withdrawal amount shall come only from
his or her Accounts, in the following priority order of Accounts:


 


Post-Tax Account

Rollover Account


 


10.05      Withdrawal Processing


 


(a)           Ordering of
Post-Tax Account Withdrawals. 
To the extent of the outstanding principal amount (excluding earnings)
as of December 31, 1986 attributable to his or her Post-Tax
Account, any withdrawal hereunder shall be deemed first to be made therefrom,
second from Post-Tax Contributions, if any, made after
December 31, 1986, plus earnings thereon in the same pro rata manner
as required by Section 72(e) of the Code, and, thirdly, from earnings on such
principal amount as of December 31, 1986.


 


47





















 


(b)           Minimum
Amount.  There is no minimum
payment for any type of withdrawal.


 


(c)           Permitted
Frequency.  The maximum number
of withdrawals permitted in any Plan Year (other than for 401(k) Hardship) is
two.  For this purpose, two types of
withdrawals distributed in one payment shall constitute one withdrawal.


 


(d)           Application
by Participant. 
A Participant must submit a withdrawal request in accordance with a
procedure established by the responsible Named Fiduciary to the responsible
Named Fiduciary to apply for any type of withdrawal.  Only a Participant who is an Employee may
make a withdrawal request.


 


(e)           Approval by
Responsible Named Fiduciary. 
The responsible Named Fiduciary is responsible for determining that a
withdrawal request conforms to the requirements described in this Section and
notifying the Custodian of any payments to be made in a timely manner.


 


(f)            Time of
Processing. 
The Custodian shall process all withdrawal requests which it receives by
a Sweep Date, based on the value as of the Trade Date to which it relates, and
fund them on the next Settlement Date. 
The Custodian shall then make payment to the Participant as soon thereafter
as is administratively feasible.


 


(g)           Medium and
Form of Payment. 
The medium of payment for withdrawals is either cash or direct deposit;
provided, however, a withdrawal under either Section 10.3 or 10.4 may be paid,
as directed by the Participant, in whole shares of Company Stock to the extent
the withdrawal is funded from the Company Stock Fund.  The form of payment for withdrawals shall be
a single installment.


 


(h)           Investment
Fund Sources. 
Within each Account used for funding a withdrawal, amounts shall be
taken by type of investment in direct proportion to the market value of the
Participant’s interest in each Investment Fund (which excludes the
Participant’s loans) at the time the withdrawal is made.


 


(i)            Direct
Rollover.  With respect to any
cash payment hereunder in excess of $200 which constitutes an Eligible Rollover
Distribution, a Distributee may direct the responsible Named Fiduciary to have
all or some portion of such payment (other than from a Post-Tax Account)
paid in the form of a Trustee Transfer, in accordance with procedures
established by the responsible Named Fiduciary, provided the responsible Named
Fiduciary receives written notice of such direction with specific instructions
as to the Eligible Retirement Plan on or prior to the applicable Sweep Date for
payment.  If the Participant does not
transfer all of such payment, the minimum amount which can be transferred is
$500.


 


10.06      Outstanding Loan


 


Notwithstanding any
other provision of this Article X, the portion of a Participant’s Account that
secures a loan to such Participant under Article IX may not be taken as a
withdrawal.


 


48





















 


10.07      Spousal Consent


 


Spousal Consent will not
be required for any withdrawal except with respect to a Participant who has
elected an annuity form of distribution pursuant to Section 11.7.


 


10.08      Required Withdrawals


 


Notwithstanding any
provision of the Plan to the contrary, the Payment Date of the Accrued Benefit
of a Participant who is a 5-percent owner (as defined in Section 416 of
the Code), will not be later than April 1 following the calendar year in which
the Participant attains age 70-1/2 (with required withdrawals to be made
by each December 31 thereafter) and will comply with the requirements of
Section 401(a)(9) of the Code and the Treasury Regulations promulgated
thereunder.


 


10.09      Transfer of Accounts


 


If a Participant
transfers to an employment classification that causes him to be excluded from
active participation in this Plan and also eligible to participate in another
defined contribution plan maintained by the Employer or a Commonly Controlled
Entity, the Administrator may cause the Participant’s Accounts to be
transferred to such other plan as of any Valuation Date.  A transfer of accounts under this Section
10.09 shall not be an Eligible Rollover Distribution.


 


10.10      Withdrawals for Hurricane Katrina Victims


 


Effective January 1,
2006, a Participant who is not a member of a group of Employees represented by
a collective bargaining representative, and whose principal place of abode on
August 28, 2005 is located in Louisiana, Mississippi, Alabama or Florida, and
who has sustained an economic loss by reason of Hurricane Katrina, may withdraw
up to $100,000 from his vested Account. 
This withdrawal must occur prior to January 1, 2007.


 


49





















 


ARTICLE XI


 


Distributions On And After Termination of
Employment


 


11.01      Request for Distribution of Benefits


 


(a)           Request for
Distribution. 
Subject to the other requirements of this Article, a Participant may
elect to have his or her vested Accrued Benefit paid to him or her beginning
upon any Settlement Date following his or her Termination of Employment by
submitting a completed distribution election in accordance with a procedure
established by the responsible Named Fiduciary. 
Such election form shall include or be accompanied by a notice which
provides the Participant with information regarding all optional times and
forms of payment available.  The election
must be submitted to the responsible Named Fiduciary by the Sweep Date that
relates to the Payment Date.


 


(b)           Failure to
Request Distribution. 
If a Participant has a Termination of Employment and fails to submit a
distribution request in accordance with a procedure established by the responsible
Named Fiduciary by the last Payment Date permitted under this Article, his or
her vested Accrued Benefit shall be valued as of the Valuation Date which
immediately precedes such latest date of distribution (called the “Default
Valuation Date”) and a notice of such deemed distribution shall be issued to
his or her last known address as soon as administratively possible.  If the Participant does not respond to the
notice or cannot be located, his or her vested Accrued Benefit determined on
the Default Valuation Date shall be treated as a Forfeiture.  If the Participant subsequently files a
claim, the amount forfeited (unadjusted for gains and losses) shall be
reinstated to his or her Accounts and distributed as soon as administratively
feasible, and such payment shall be accounted for by charging it against the
Forfeiture Account or by a contribution from the Employer of the affected
Participant.


 


11.02      Deadline for Distribution


 


In addition to any other
Plan requirements and unless the Participant elects otherwise, or cannot be
located, the Payment Date of a Participant’s vested Accrued Benefit shall be
not later than sixty (60) days after the latest of the close of the Plan Year
in which: (i) the Participant attains the earlier of age sixty-five (65)
or his or her Normal Retirement Date; (ii) occurs the tenth (10th)
anniversary of the Plan Year in which the Participant commenced participation;
or (iii) the Participant had a Termination of Employment.  However, if the amount of the payment or the
location of the Participant (after a reasonable search) cannot be ascertained
by that deadline, payment shall be made no later than sixty (60) days after the
earliest date on which such amount or location is ascertained.  In any case, the Payment Date of the Accrued Benefit
of a Participant: (i) who is not an Employee; or (ii) who is an
Employee and who is a 5-percent owner (as defined in Section 416 of the Code),
shall not be later than April 1 following the calendar year in which the
Participant attains age seventy and one-half (701⁄2) and each
December 31 thereafter and shall comply with the requirements of Section
401(a)(9) of the Code and the Treasury Regulations promulgated thereunder.


 


50





















 


11.03      Payment Form and Medium


 


(a)           General.  A Participant’s vested Accrued Benefit shall
be paid in the form of:


 


(1)           a single
sum,


 


(2)           periodic
installments as selected by the Participant, not to exceed 15 years, or


 


(3)           periodic
distributions of at least $500.00, each in an amount designated by the
Participant but not to exceed two distributions per Plan Year.


 


Within each Account used
for funding a distribution, amounts shall be taken by type of investment in
direct proportion to the market value of the Participant’s interest in each
Investment Fund at the Trade Date for which the distribution is made.


 


(b)           Medium of
Payment.  Payments will
generally be made in cash (generally by check); alternatively, if the
Participant elects a single sum distribution, a single sum payment will be
made, as directed by the Participant, in whole shares of Company Stock (to the
extent his or her distribution is funded from the Company Stock Fund).


 


11.04      Small Amounts Paid Immediately


 


If a Participant incurs
a Termination of Employment and the Participant’s vested Accrued Benefit is
$1,000 or less, the Participant’s Accrued Benefit will be paid as a single sum
as soon as administratively possible, pursuant to such procedures as may be
established by the Administrator.


 


11.05      Payment Within Life Expectancy


 


The Participant’s
payment election must be consistent with the requirement of Section 401(a)(9)
of the Code that all payments are to be completed within a period not to exceed
the lives or the joint and last survivor life expectancy of the Participant and
his or her Beneficiary.


 


11.06      Continued Payment of Amounts in Payment Status on the Effective Date


 


Any person who became a
Participant prior to the Effective Date only because he or she had an Accrued
Benefit and who had commenced to receive payments prior to the Effective Date
shall continue to receive such payments in the same form and payment schedule
under this Plan.


 


51





















 


11.07      TEFRA Transitional Rule


 


Notwithstanding any
other provisions of this Plan, distribution on behalf of any Participant may be
made in accordance with the following requirements (regardless of when such
distribution commences):


 


(a)           The
distribution must have been one provided for in the Plan.


 


(b)           The
distribution by the Plan is one which would not have disqualified the Plan
under Section 401(a)(9) of the Code as in effect prior to amendment by the Tax
Equity and Fiscal Responsibility Act of 1982 (“TEFRA”).


 


(c)           The
distribution is in accordance with a method of distribution designated by the
Participant whose interest is being distributed or, if the Participant is
deceased, by a Beneficiary of such Participant.


 


(d)           Such
designation was in writing, was signed by the Participant or the Beneficiary,
and was made before January 1, 1984.


 


(e)           The
Participant had accrued a benefit under the Plan as of December 31, 1983.


 


(f)            The method
of distribution designated by the Participant or the Beneficiary specifies the
time at which distribution will commence, the period over which distribution
will be made, and in the case of any distribution upon the Participant’s death,
the Beneficiaries of the Participant listed in order of priority.


 


11.08      Direct Rollover


 


With respect to any
payment in excess of $200 hereunder which constitutes an Eligible Rollover
Distribution, a Distributee may direct the Administrator to have such payment
(other than from a Post-Tax Account) paid in the form of a Trustee
Transfer, in accordance with procedures established by the Administrator,
provided the responsible Named Fiduciary receives written notice of such
direction with specific instructions as to the Eligible Retirement Plan on or
prior to the applicable Sweep Date for payment. 
If the Participant does not transfer all of such payment, the minimum
amount which can be transferred is $500.


 


11.09      Delay


 


Notwithstanding any
other provision of the Plan, a payment will not be considered to be made after
the applicable Payment Date merely because actual payment is reasonably delayed
for the calculation and/or distribution of the benefit amount, or to ascertain
the location of the payee, if all payments due are actually made.


 


52





















 


ARTICLE XII


 


Distribution of Accrued Benefits on Death


 


12.01      Payment to Beneficiary


 


On the death of a
Participant prior to his or her Payment Date, his or her vested Accrued Benefit
shall be paid to the Beneficiary or Beneficiaries designated by the Participant
in accordance with the procedure established by the responsible Named
Fiduciary.  Death of a Participant on or
after his or her Payment Date shall result in payment to his or her Beneficiary
of whatever death benefit is provided by the form of payment in effect on his
or her Payment Date.


 


12.02      Beneficiary Designation


 


(a)           Each
Participant may designate the Beneficiary who is to receive the Participant’s
remaining Accrued Benefit at his or her death. 
The Participant may change his or her designation of Beneficiary by
filing a new designation with the Administrator.  Notwithstanding any designation to the
contrary, the Participant’s Beneficiary will be the Participant’s surviving
Spouse, unless such designation includes Spousal Consent.  In the absence of Spousal Consent, a
Participant will be deemed to have designated his or her surviving Spouse as
the Participant’s Beneficiary unless and to the extent that such designation is
inconsistent with a QDRO.  If the
Participant dies leaving no Spouse and either: (1) the Participant failed to
file a valid Beneficiary designation, or (2) all persons designated as
Beneficiary have predeceased the Participant, the Administrator will have the
Trustee distribute such Participant’s Accrued Benefit in a single sum to his or
her estate as soon as practicable following the Participant’s death.


 


(b)           Subject to
the provisions of this Section, a Participant may designate a Beneficiary under
the Plan at any time by making the designation in the form and manner and at the
time determined by the Administrator.  No
such designation will be effective until and unless it is received by the
Administrator.


 


(c)           Subject to
the provisions of this Section, a Participant may revoke a prior designation of
a Beneficiary at any time by making the revocation in the form and manner and
at the time determined by the Administrator. 
No such revocation will be effective until and unless it is received by
the Administrator.


 


(d)           Subject to
the provisions of this Section, if a Participant designates his or her Spouse
as the Participant’s Beneficiary, except to the extent required by applicable
law, that designation will not be revoked or otherwise altered or affected by
any:


 


(1)           change in
the marital status of the Participant and such Spouse,


 


(2)           agreement
between the Participant and such Spouse.


 


53





















 


(e)           If a
Participant designates his or her Spouse as the Participant’s Beneficiary, and
the Administrator receives a QDRO with respect to the marriage, separation or
divorce of the Participant and such Spouse, such Spouse will cease to be the
Participant’s Beneficiary unless and until the Participant again designates his
or her Spouse as the Participant’s Beneficiary in accordance with the provisions
of this Section, except to the extent otherwise provided in the QDRO.


 


(f)            A
Participant’s Beneficiary may not be changed following the Participant’s death,
including, but not limited to, by a disclaimer otherwise valid under applicable
law.


 


(g)           After a
Participant’s death which occurs on or after the Effective Date, the
Participant’s Beneficiary will have the rights and options otherwise available
under the Plan to Participants.  For
example, a Beneficiary will have the right to exchange an Account among the
Investment Funds.


 


12.03      Benefit Election


 


(a)           Request for
Distribution. 
In the event of a Participant’s death prior to his or her Payment Date,
a Beneficiary may elect to have the vested Accrued Benefit of a deceased
Participant paid to him or her beginning upon any Settlement Date following the
Participant’s date of death by submitting a completed distribution election in
accordance with the procedure established by the responsible Named
Fiduciary.  The election must be
submitted to the responsible Named Fiduciary by the Sweep Date that relates to
the Settlement Date upon which payments are to begin.


 


(b)           Failure to
Request Distribution. 
In the event a Beneficiary fails to submit a timely distribution
request, his or her vested Accrued Benefit shall be valued as of the Valuation
Date which immediately precedes such latest date of distribution (called the
“Default Valuation Date”) and a notice of such deemed distribution shall be
issued to his or her last known address as soon as administratively
possible.  If the Beneficiary does not
respond to the notice or cannot be located, his or her vested Accrued Benefit
determined on the Default Valuation Date shall be treated as a Forfeiture.  If the Beneficiary subsequently files a
claim, the amount forfeited (unadjusted for gains and losses) shall be
reinstated to his or her Accounts and distributed as soon as administratively
feasible, and such payment shall be accounted for by charging it against the
Forfeiture or by a Contribution from the Employer of the affected Beneficiary.


 


12.04      Payment Form


 


In the event of a
Participant’s death after his or her Payment Date, payment shall be made in the
form selected by the Participant. 
Otherwise, a Beneficiary shall be limited to the same form and medium of
payment to which the Participant was limited. 
Payments will generally be made in cash (by check).  Alternatively, if the Beneficiary elects an
in-kind distribution, a single sum payment will be made in a combination
of cash and whole shares.


 


54





















 


12.05      Required Commencement of Distribution


 


(a)           General
Rules.  The provisions of
this Section 12.05 will apply for purposes of determining required minimum
distributions for calendar years beginning with the 2003 calendar year.


 


(1)           Precedence.  The requirements of this Section 12.05 will
take precedence over any inconsistent provisions of the Plan.


 


(2)           Requirements
of Treasury Regulations Incorporated. 
All distributions required under this Section 12.05 will be determined
and made in accordance with the Treasury regulations under Section 401(a)(9) of
the Internal Revenue Code.


 


(3)           TEFRA
Section 242(b)(2) Elections. 
Notwithstanding the other provisions of this Section 12.05,
distributions may be made under a designation made before January 1, 1984, in
accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of
TEFRA.


 


(b)           Time and
Manner of Distribution.


 


(1)           Required Beginning
Date.  The Participant’s entire interest
will be distributed, or begin to be distributed, to the Participant no later
than the Participant’s required beginning date.


 


(2)           Death of
Participant Before Distributions Begin. 
If the Participant dies before distributions begin, the Participant’s
entire interest will be distributed, or begin to be distributed, no later than
as follows:


 


(A)          If the
Participant’s surviving spouse is the Participant’s sole designated
beneficiary, then, unless the Beneficiary makes an election pursuant to
subsection (E) below, distributions to the surviving spouse will begin by
December 31 of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1⁄2, if later.


 


(B)           If the
Participant’s surviving spouse is not the Participant’s sole designated
beneficiary, then, unless the Beneficiary makes an election pursuant to
subsection (E) below, the Participant’s entire interest will be distributed to
the designated beneficiary by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.


 


(C)           If there is
no designated beneficiary as of September 30 of the year following the year of
the Participant’s death, the Participant’s entire interest will be distributed
by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.


 


55





















 


(D)          If the
Participant’s surviving spouse is the Participant’s sole designated beneficiary
and the surviving spouse dies after the Participant but before distributions to
the surviving spouse begin, this Section 12.05(b)(2), other than Section
12.05(b)(2)(A), will apply as if the surviving spouse were the Participant.


 


(E)           Notwithstanding
the provisions of subsections (A) and (B) above, Beneficiaries may elect on an
individual basis whether the life expectancy rule or the 5-year rule in
subsections (A) or (B) above applies to distributions after the death of a
Participant.  The election must be made
no later than the earlier of September 30 of the calendar year in which
distribution would be required to begin under subsections (A) or (B) above, or
by September 30 of the calendar year which contains the fifth anniversary of
the Participant’s (or, if applicable, surviving spouse’s) death.  If the Beneficiary does not make an election
under this subsection (E), distributions will be made in accordance with
subsections (A) or (B) above, whichever is applicable.


 


For
purposes of this Section 12.05(b)(2) and Section 12.05(d), unless Section
12.05(b)(2)(D) applies, distributions are considered to begin on the
Participant’s required beginning date. 
If Section 12.05(b)(2)(D) applies, distributions are considered to begin
on the date distributions are required to begin to the surviving spouse under
Section 12.05(b)(2)(A).


 


If
distributions under an annuity purchased from an insurance company irrevocably
commence to the Participant before the Participant’s required beginning date
(or to the Participant’s surviving spouse before the date distributions are
required to begin to the surviving spouse under Section 12.05(b)(2)(A)), the
date distributions are considered to begin is the date distributions actually
commence.


 


(3)           Forms of
Distribution.  Unless the Participant’s
interest is distributed in the form of an annuity purchased from an insurance
company or in a single sum on or before the required beginning date, as of the
first distribution calendar year distributions will be made in accordance with
Sections 12.05 and 12.05(d).  If the
Participant’s interest is distributed in the form of an annuity purchased from
an insurance company, distributions thereunder will be made in accordance with
the requirements of Section 401(a)(9) of the Code and the Treasury regulations.


 


(c)           Required
Minimum Distributions During Participant’s Lifetime.


 


(1)           Amount of
Required Minimum Distribution For Each Distribution Calendar Year.  During the Participant’s lifetime, the
minimum amount that will be distributed for each distribution calendar year is
the lesser of:


 


(A)          the quotient
obtained by dividing the Participant’s Account balance by the distribution
period in the Uniform Lifetime Table set forth in 


 


56





















 


Section 1.401(a)(9)-9 of
the Treasury regulations, using the Participant’s age as of the Participant’s
birthday in the distribution calendar year; or


 


(B)           if the
Participant’s sole designated beneficiary for the distribution calendar year is
the Participant’s spouse, the quotient obtained by dividing the Participant’s
Account balance by the number in the Joint and Last Survivor Table set forth in
Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and
spouse’s attained ages as of the Participant’s and spouse’s birthdays in the
distribution calendar year.


 


(2)           Lifetime
Required Minimum Distributions Continue Through Year of Participant’s
Death.  Required minimum distributions
will be determined under this Section 12.05 beginning with the first
distribution calendar year and up to and including the distribution calendar
year that includes the Participant’s date of death.


 


(d)           Required
Minimum Distributions After Participant’s Death.


 


(1)           Death On or After
Date Distributions Begin.


 


(A)          Participant
Survived by Designated Beneficiary.  If
the Participant dies on or after the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account balance by the longer
of the remaining life expectancy of the Participant or the remaining life
expectancy of the Participant’s designated beneficiary, determined as follows:


 


(i)            The
Participant’s remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(ii)           If the
Participant’s surviving spouse is the Participant’s sole designated
beneficiary, the remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the year of the
Participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year.  For distribution
calendar years after the year of the surviving spouse’s death, the remaining
life expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent calendar year.


 


(iii)          If the
Participant’s surviving spouse is not the Participant’s sole designated
beneficiary, the designated beneficiary’s remaining life expectancy is
calculated using the age


 


57





















 


of
the beneficiary in the year following the year of the Participant’s death,
reduced by one for each subsequent year.


 


(B)           No
Designated Beneficiary.  If the
Participant dies on or after the date distributions begin and there is no
designated beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account balance by the
Participant’s remaining life expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(2)           Death Before
Date Distributions Begin.


 


(A)          Participant
Survived by Designated Beneficiary.  If
the Participant dies before the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account balance by the
remaining life expectancy of the Participant’s designated beneficiary,
determined as provided in Section 12.05(d)(1).


 


(B)           No
Designated Beneficiary.  If the
Participant dies before the date distributions begin and there is no designated
beneficiary as of September 30 of the year following the year of the
Participant’s death, distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant’s death.


 


(C)           Death of
Surviving Spouse Before Distributions to Surviving Spouse Are Required to
Begin.  If the Participant dies before
the date distributions begin, the Participant’s surviving spouse is the
Participant’s sole designated beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse under Section
12.05(b)(2)(A), this Section 12.05(d)(2) will apply as if the surviving spouse
were the Participant.


 


(e)           Definitions.


 


(1)           Designated
beneficiary.  The individual who is
designated as the beneficiary under Section 12.02 of the Plan and is the
designated beneficiary under Section 401(a)(9) of the Internal Revenue Code and
Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.


 


(2)           Distribution
calendar year.  A calendar year for which
a minimum distribution is required.  For
distributions beginning before the Participant’s death, the first distribution
calendar year is the calendar year immediately preceding the calendar year
which contains the Participant’s required beginning date.  For 


 


58





















 


distributions
beginning after the Participant’s death, the first distribution calendar year
is the calendar year in which distributions are required to begin under Section
12.05(b)(2).  The required minimum
distribution for the Participant’s first distribution calendar year will be
made on or before the Participant’s required beginning date.  The required minimum distribution for other
distribution calendar years, including the required minimum distribution for
the distribution calendar year in which the Participant’s required beginning
date occurs, will be made on or before December 31 of that distribution calendar
year.


 


(3)           Life
expectancy.  Life expectancy as computed
by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
regulations.


 


(4)           Participant’s
Account balance.  The Account balance as
of the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of
any contributions made and allocated or forfeitures allocated to the Account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date.  The Account balance for
the valuation calendar year includes any amounts rolled over or transferred to
the Plan either in the valuation calendar year or in the distribution calendar
year if distributed or transferred in the valuation calendar year.


 


(5)           Required
beginning date.  The date specified in
Section 11.02 of the Plan.


 


(f)            Special Rule.  A designated beneficiary who is receiving
payments under the 5-year rule may make a new election to receive payments
under the life expectancy rule until December 31, 2003, provided that all
amounts that would have been required to be distributed under the life
expectancy rule for all distribution calendar years before 2004 are distributed
by the earlier of December 31, 2003 or the end of the 5-year period.


 


12.06      Direct Rollover


 


With respect to any cash
payment in excess of $200 hereunder which constitutes an Eligible Rollover
Distribution, a Distributee may direct the Administrator to have such payment
(other than from a Post-Tax Account) paid in the form of a Trustee
Transfer, in accordance with the procedure established by the responsible Named
Fiduciary, provided the responsible Named Fiduciary receives written Notice of
such direction with specific instructions as to the Eligible Retirement Plan on
or prior to the applicable Sweep Date for payment.  If the Participant does not transfer all of
such payment, the minimum amount which can be transferred is $500.


 


59





















 


ARTICLE XIII


 


Maximum Contributions


 


13.01      Limit on Pre-Tax Contributions


 


The aggregate elective
deferrals (as defined in Section 402(g)(3) of the Code) made on behalf of each
Participant under the Plan for any Plan Year will not exceed:


 


(a)           the
Contribution Dollar Limit, reduced by:


 


(b)           the sum of
any of the following amounts that were contributed on behalf of the Participant
for the Plan Year under a plan, contract, or arrangement other than this Plan:


 


(1)           any employer
contribution under a qualified cash or deferred arrangement (as defined in
Section 401(k) of the Code) to the extent not includable in the Participant’s
gross income for the taxable year under Section 402(e)(3) of the Code
(determined without regard to Section 402(g) of the Code);


 


(2)           any employer
contribution to the extent not includable in the Participant’s gross income for
the taxable year under Section 402(h)(1)(B) of the Code (determined without
regard to Section 402(g) of the Code);


 


(3)           any employer
contribution to purchase an annuity contract under Section 403(b) of the Code
under a salary reduction agreement (within the meaning of Section 3121(a)(5)(D)
of the Code); and


 


(4)           any elective
employer contribution under Section 408(p)(2)(A)(i) of the Code;


 


provided
that no contribution described in this subsection (b) will be taken into
account for the purpose of reducing the dollar limit in subsection (a), above,
if the plan, contract, or arrangement is not maintained by a Commonly Controlled
Entity unless the Participant has filed a notice with the Administrator not
later than March 15 of the next Plan Year regarding such contribution.


 


13.02      Actual Deferral Percentage Test


 


(a)           The Plan
will satisfy the actual deferral percentage test set forth in Section 401(k)(3)
of the Code and Treasury Regulation Section 1.401(k)-1(b), the provisions
of which (and any subsequent Internal Revenue Service guidance issued
thereunder) are incorporated herein by reference, each as modified by
subsection (b), below.  In accordance
with Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-1(b),
as modified by subsection (b), below, the actual deferral percentage for HCEs
for any Plan Year will not exceed the greater of:


 


60





















 


(1)           the actual
deferral percentage for NHCEs for the current Plan Year multiplied by 1.25, or


 


(2)           the lesser
of: (i) the actual deferral percentage for NHCEs for the current Plan Year
multiplied by 2; and (ii) the actual deferral percentage for NHCEs for the
current Plan Year plus 2%.


 


(b)           In
performing the actual deferral percentage test described in subsection (a),
above, the following special rules will apply:


 


(1)           the deferral
percentages of Participants who are covered by an agreement that the Secretary
of Labor finds to be a collective bargaining agreement between employee
representatives and an Employer will be disaggregated from the deferral
percentages of other Participants and the provisions of this Section 13.2 will
be applied separately with respect to each group.


 


(2)           Employees
who have not become eligible to become Participants will be disregarded in
applying this Section 13.2.


 


(3)           The
Administrator may permissively aggregate the Plan with other plans to the
extent permitted under Treasury Regulation Section 1.401(k)-1.


 


13.03      Actual Contribution Percentage Test


 


(a)           The Plan
will satisfy the actual contribution percentage test set forth in Section
401(m)(2) of the Code and Treasury Regulation Section 1.401(m)-1(b), the
provisions of which (and any subsequent Internal Revenue Service guidance
issued thereunder) are incorporated herein by reference, each as modified by
subsection (b), below.  In accordance
with Section 401(m)(2) of the Code and Treasury Regulation Section 1.401(m)-1(b),
as modified by subsection (b), below, the actual contribution percentage for
HCEs for any Plan Year will not exceed the greater of:


 


(1)           the actual
contribution percentage for NHCEs for the current Plan Year multiplied by 1.25,
or


 


(2)           the lesser
of: (i) the actual contribution percentage for NHCEs for the current Plan Year
multiplied by 2; and (ii) the actual contribution percentage for NHCEs for the
current Plan Year plus 2%.


 


(b)           In
performing the actual contribution percentage test described in subsection (a),
above, the following special rules will apply:


 


(1)           the limit
imposed by the actual contribution percentage test will apply only to HCEs and
NHCEs who are not covered by an agreement that the Secretary of Labor finds to
be a collective bargaining agreement between employee representatives and an
Employer;


 


61





















 


(2)           Employees
who have not become eligible to become Participants will be disregarded in
applying this Section 13.3.


 


(3)           The
Administrator may permissively aggregate the Plan with other plans to the
extent permitted under Treasury Regulation Section 1.401(m)-1.


 


13.04      Maximum Prohibition


 


(a)           In addition
to any other limitation set forth in the Plan and notwithstanding any other
provision of the Plan, in no event will the annual additions allocated to a
Participant’s Account under the Plan, together with the aggregate annual
additions allocated to the Participant’s accounts under all other defined
contribution plans required to be aggregated with the Plan under the provisions
of Section 415 of the Code, exceed the maximum amount permitted under Section
415 of the Code, the provisions of which are incorporated herein by reference.


 


(b)           If the
limitations imposed by this Section 13.04 apply to a Participant who is
entitled to annual additions under one or more tax-qualified plans with
which the Plan is aggregated for purposes of Section 415 of the Code, the
annual additions under the Plan and such other plan or plans will be reduced in
the following order, to the extent necessary to prevent the Participant’s
benefits and/or annual additions from exceeding the limitations imposed by this
Section:


 


(1)           All other
defined contribution plans in which the Participant participated and with which
the Plan is aggregated for purposes of Section 415 of the Code, in an order
based on the reverse chronology of the annual additions to the plans, beginning
with the last annual addition and ending with the first annual addition; and


 


(2)           the Plan.


 


13.05      Imposition of Limitations


 


Notwithstanding anything
contained in the Plan to the contrary, the Administrator may, in his or her
sole discretion, limit the amount of a Participant’s Pre-Tax
Contributions during a Plan Year to the extent that he or she determines that
the imposition of such a limit is necessary or appropriate to ensure that the
Plan will satisfy the requirements of this Article.  Any such limitation may be imposed on a
Participant at any time and without advance notice to the Participant, and
regardless of whether the Participant is covered by a collective bargaining
agreement between employee representatives and an Employer.  The Administrator can impose limitations
beyond those that are absolutely necessary to satisfy the requirements of this
Article and may, in his or her sole discretion, impose more restrictive
limitations that are designed to enable the Plan to satisfy those requirements
by a reasonable margin.  Notwithstanding
anything contained in the Plan to the contrary, in the event that the
Contributions to be allocated to a Participant for a particular payroll period
would cause the limitations of Section 13.04 to be exceeded with respect to a
Participant, the Matching Contributions


 


62





















 


which otherwise would be made with respect to such Participant for such
period will be first reduced or eliminated so that the limitations of Section
13.04 are not exceeded.


 


13.06      Return of Excess Annual Additions, Deferrals and Contributions


 


(a)           If a
Participant’s Pre-Tax Contributions cause the annual additions allocated
to a Participant’s Account to exceed the limit imposed by Section 13.04, such
excess contributions (plus or minus any gains or losses thereon) will be
returned to the Participant in the following order: (i) Pre-Tax
Contributions for which no Matching Contributions were made; and (ii) Pre-Tax
Contributions for which Matching Contributions were made.  Contributions returned pursuant to this
subsection (a) will be disregarded in applying the limits imposed by Sections
13.01 through 13.03.


 


(b)           After any
excess annual additions (plus or minus any gains or losses thereon) with
respect to a Plan Year have been distributed as provided in subsection (a),
above, if a Participant’s aggregate elective deferrals (as defined in Section
402(g)(3) of the Code) with respect to a Plan Year exceed the Contribution
Dollar Limit, the following rules will apply to such excess (the Participant’s
“excess deferrals”):


 


(1)           Not later
than the first January 31 following the close of the Plan Year, the Participant
may allocate to the Plan all or any portion of the Participant’s excess
deferrals for the Plan Year (provided that the amount of the excess deferrals
allocated to the Plan will not exceed the amount of the Participant’s Pre-Tax
Contributions to the Plan for the Plan Year that have not been withdrawn or
distributed) and will notify the Administrator of any amount allocated to the
Plan.


 


(2)           If excess
deferrals have been made to the Plan on behalf of a Participant for a Plan
Year, the Participant will be deemed to have allocated such excess deferrals to
the Plan pursuant to subsection (b)(1), above, and the Plan will distribute
such excess deferrals pursuant to subsection (b)(3), below.


 


(3)           As soon as practicable,
but in no event later than the first April 15th following the close
of the Plan Year, the Plan will distribute to the Participant the amount
allocated or deemed allocated to the Plan under subsection (b)(1) or (b)(2),
above (plus or minus any gains or losses thereon).  The distribution described in this subsection
(b)(3) will be made notwithstanding any other provision of the Plan.


 


(c)           After any
excess annual additions (plus or minus any gains or losses thereon) with
respect to a Plan Year have been distributed as provided in subsection (a),
above, after any excess deferrals (plus or minus any gains or losses thereon)
with respect to a Plan Year have been distributed as provided in subsection
(b), above, and after any action pursuant to Section 13.05 with respect to the
Plan Year has been taken, if the actual deferral percentage for a Plan Year
beginning prior to January 1, 1999 of HCEs exceeds the limit imposed by Section
13.2, the following rules apply:


 


63





















 


(1)           The amount
of the excess contributions (determined in accordance with Section 401(k)(8)(B)
of the Code and subparagraph (2), below), plus or minus any gains or losses
thereon (including, in the discretion of the Administrator, gains or losses
attributable to the “gap period” within the meaning of Treasury Regulation
Section 1.401(k)-1(f)(4)), will be distributed to HCEs, beginning with
the HCE with the highest dollar amount of Pre-Tax Contributions for the
Plan Year in an amount required to cause that HCE’s Pre-Tax Contributions
to equal the dollar amount of the Pre-Tax Contributions of the HCE with
the next highest dollar amount of Pre-Tax Contributions (or in such
lesser amount that is equal to the total amount of excess contributions). The
process described in the preceding sentence will continue until the reduction
equals the total excess contributions made to the Plan.


 


(2)           The
distribution described in subparagraph (A), above, will be made as soon as
practicable, but in no event later than the close of the Plan Year following
the close of the Plan Year with respect to which the excess contributions were
made.


 


(3)           The gains or
losses on excess contributions will be determined by multiplying the total
annual earnings (positive or negative) for the Plan Year in the Participant’s
Pre-Tax Account by the following fraction:


 


(A)          The
numerator of the fraction will be the amount of the excess contributions.


 


(B)           The
denominator of the fraction will be the value of the Participant’s Pre-Tax
Account as of the last day of the Plan Year (or at the end of the gap period,
if elected by the Company), reduced by any positive earnings (or increased by
any negative earnings) credited to the Participant’s Pre-Tax Account for the
Plan Year (and for the gap period, if elected by the Company).


 


(C)           Notwithstanding
the preceding provisions of this subparagraph , in the discretion of the
Administrator, the gains and losses on excess contributions will be determined
in accordance with any method permitted under the Code and the applicable
Treasury Regulations.


 


(4)           The excess
contributions to the Plan will be determined in accordance with Section
401(k)(8)(B) of the Code by performing the hypothetical calculation described
in this subparagraph (2).  The actual
deferral percentage of the HCE with the highest individual actual deferral
percentage will be reduced to the extent necessary to cause his or her actual
deferral percentage to equal the actual deferral percentage of the HCE with the
second highest individual actual deferral percentage (or, if it would result in
a lesser reduction, to the extent necessary to cause the Plan to satisfy the
actual deferral percentage test under Section 13.02).  The excess contribution to the Plan is the
amount by which the Pre-Tax Contributions of the HCE with the highest
individual actual deferral


 


64





















 


percentage
would have been reduced after the hypothetical reduction in actual deferral
percentage described in the preceding sentence. 
This process will continue until no excess contributions remain.


 


The distribution
described in subparagraph (1), above, will be made notwithstanding any other
provision of the Plan.  The amount
distributed pursuant to subparagraph (1), above, for a Plan Year with respect
to a Participant will be reduced by any excess deferral previously distributed
from the Plan to such Participant for the Participant’s taxable year ending
with or within such Plan Year.


 


(d)           If a
Participant’s Pre-Tax Contributions (plus or minus any gains or losses
thereon) are returned to him pursuant to the provisions of this Section 13.06,
any Matching Contributions (plus or minus any gains or losses thereon) with
respect to such returned Pre-Tax Contributions will be immediately forfeited.  Notwithstanding the preceding sentence, if a
Participant’s Pre-Tax Contributions are treated as Catch-up Contributions, any
Matching Contributions (plus or minus any gains or losses thereon) with respect
to such Pre-Tax Contributions will (1) be forfeited if such Pre-Tax
Contributions are treated as Catch-up Contributions because of the limit
imposed by Section 13.04, or (2) not be forfeited if such Pre-Tax Contributions
are treated as Catch-up Contributions because of the Contribution Dollar Limit.  Any such forfeitures will be applied to
reduce the Company’s obligation to make Matching Contributions pursuant to
Article IV.


 


(e)           After any
excess deferrals (plus or minus any gains or losses thereon), and any excess
contributions (plus or minus any gains or losses thereon), with respect to a
Plan Year have been distributed and/or re-characterized, in accordance
with subsections (a), (b), (c), and (d), above, and after any action pursuant
to Section 13.05 with respect to the Plan Year has been taken, if the
contribution percentage for a Plan Year beginning prior to January 1, 1999, of
HCEs exceeds the actual contribution percentage limit imposed by Section 13.3,
the following rules will apply:


 


(1)           The amount
of the excess aggregate contributions for the Plan Year (determined in
accordance with Section 401(m)(6)(B) of the Code and subparagraph (3), below),
plus or minus any gains or losses thereon (including, in the discretion of the
Company, gains or losses attributable to the “gap period” within the meaning of
Treasury Regulation Section 1.401(m)-1(e)(3)), will be distributed (or,
if forfeitable, will be forfeited) as soon as practicable and in any event
before the close of the Plan Year following the close of the Plan Year with
respect to which the excess aggregate contributions were made.


 


(2)           The gains or
losses on excess aggregate contributions will be determined by multiplying the
total annual earnings (positive or negative) for the Plan Year in the
Participant’s Matching Account by the following fraction:


 


(A)          The
numerator of the fraction will be the amount of the excess aggregate
contributions.


 


65





















 


(B)           The
denominator of the fraction will be the value of the Participant’s Matching
Account as of the last day of the Plan Year (or at the end of the gap period,
if elected by the Company), reduced by any positive earnings (or increased by
any negative earnings) credited to the Participant’s Matching Account for the
Plan Year (and for the gap period, if elected by the Company).


 


Notwithstanding the
preceding provisions of this subparagraph (B), in the discretion of the
Administrator, the gains and losses on excess contributions will be determined
in accordance with any method permitted under the Code and the applicable
Treasury Regulations.


 


(3)           Any
distribution in accordance with subparagraph (1), above, will be made to HCEs,
beginning with the HCE with the highest dollar amount of Matching Contributions
for the Plan Year in an amount required to cause that HCE’s Matching
Contributions to equal the dollar amount of the Matching Contributions of the
HCE with the next highest dollar amount of Matching Contributions (or in such
lesser amount that is equal to the total amount of excess aggregate
contributions).  This process will
continue until the reduction equals the total excess aggregate contributions
made to the Plan.  Such distributions
will be made notwithstanding any other provision of the Plan.


 


(4)           The excess
aggregate contributions to the Plan will be determined in accordance with
Section 401(m)(6)(B) of the Code by performing the hypothetical calculation
described in this subparagraph (3).  The
actual contribution percentage of the HCE with the highest individual actual
contribution percentage will be reduced to the extent necessary to cause his or
her actual contribution percentage to equal the actual contribution percentage
of the HCE with the second highest individual actual contribution percentage
(or, if it would result in a lesser reduction, to the extent necessary to cause
the Plan to satisfy the actual contribution percentage under Section
13.3).  The excess aggregate contribution
to the Plan is the amount by which the Matching Contributions on behalf of the
HCE with the highest individual actual contribution percentage would have been
reduced after the hypothetical reduction in actual contribution percentage
described in the preceding sentence. 
This process will continue until no excess aggregate contributions
remain.


 


The determination of the
excess aggregate contributions under this subsection (e) for any Plan Year will
be made after taking the measures called for by the preceding subsections of
this Section 13.06.


 


13.07      Incorporation by Reference


 


Each incorporation by
reference in this Article XIII of the provisions of Sections 401(k)(3), (m)(2),
(m)(9) and 415 of the Code, and the specific underlying regulations thereunder,
includes this incorporation by reference to any subsequent Internal Revenue
Service guidance issued thereunder.


 


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ARTICLE XIV


 


Custodial Arrangements


 


14.01      Custodial Agreement


 


The Senior Vice
President may enter into one or more Custodial Agreements to provide for the
holding, investment and payment of Plan assets, or direct by execution of an
insurance contract that all or a specified portion of the Plan’s assets be
held, invested and paid under such a contract. 
All Custodial Agreements, as from time to time amended, shall continue
in force and shall be deemed to form a part of the Plan.  Subject to the requirements of the Code and
ERISA, the Senior Vice President may cause assets of the Plan which are
securities to be held in the name of a nominee or in street name provided such
securities are held on behalf of the Plan by:


 


(a)           a bank or
trust company that is subject to supervision by the United States or a State,
or a nominee of such bank or trust company;


 


(b)           a broker or
dealer registered under the Securities Exchange Act of 1934, or a nominee of
such broker or dealer; or


 


(c)           a “clearing
agency” as defined in Section 3(a)(23) of the Securities Exchange Act of 1934,
or its nominee.


 


14.02      Selection of Custodian


 


The Management Committee
shall select, remove or replace the Custodian in accordance with the Custodial
Agreement.  The subsequent resignation or
removal of a Custodian and the approval of its accounts shall all be
accomplished in the manner provided in the Custodial Agreement.


 


14.03      Custodian’s Duties


 


Except as provided in
ERISA, the powers, duties and responsibilities of the Custodian shall be as
stated in the Custodial Agreement, and unless expressly stated or delegated to
the Custodian (with the Custodian’s acceptance), nothing contained in this Plan
shall be deemed by implication to impose any additional powers, duties or
responsibilities upon the Custodian.  All
Employer Contributions and Rollover Contributions shall be paid into the Trust,
and all benefits payable under the Plan shall be paid from the Trust, except to
the extent such amounts are paid to a Custodian other than the Trustee.  An Employer shall have no rights or claims of
any nature in or to the assets of the Plan except the right to require the
Custodian to hold, use, apply and pay such assets in its hands, in accordance
with the directions of the Management Committee, for the exclusive benefit of
the Participants and their Beneficiaries, except as hereinafter provided.


 


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14.04      Separate Entity


 


The Custodial Agreement
under this Plan from its inception shall be a separate entity aside and apart
from Employers or their assets, and the corpus and income thereof shall in no
event and in no manner whatsoever be subject to the rights or claims of any
creditor of any Employer.


 


14.05      Plan Asset Valuation


 


As of each Valuation
Date, the Unit Value of the Plan’s assets held or posted to an Investment Fund
shall be determined by the Management Committee or the Custodian, as
appropriate.


 


14.06      Right of Employers to Plan Assets


 


The Employers shall have
no right or claim of any nature in or to the assets of the Plan except the
right to require the Custodian to hold, use, apply, and pay such assets in its
possession in accordance with the Plan for the exclusive benefit of the
Participants or their Beneficiaries and for defraying the reasonable expenses
of administering the Plan; provided, that:


 


(a)           if the Plan
receives an adverse determination with respect to its initial qualification
under Sections 401(a), 401(k) and 401(m) of the Code, Contributions conditioned
upon the qualification of the Plan shall be returned to the appropriate
Employer within one (1) year of such denial of qualification; provided, that
the application for determination of initial qualification is made by the time
prescribed by law for filing the respective Employer’s return for the taxable
year in which the Plan is adopted, or by such later date as is prescribed by
the Secretary of the Treasury under Section 403(c)(2)(B) of ERISA;


 


(b)           if, and to
the extent that, deduction for a Contribution under Section 404 of the Code is
disallowed, Contributions conditioned upon deductibility shall be returned to
the appropriate Employer within one (1) year after the disallowance of the
deduction;


 


(c)           if, and to
the extent that, a Contribution is made through mistake of fact, such
Contribution shall be returned to the appropriate Employer within one year of
the payment of the Contribution; and


 


(d)           any amounts
held suspended pursuant to the limitations of Section 415 of the Code shall be
returned to the Employers upon termination of the Plan.


 


All Contributions made
hereunder are conditioned upon the Plan being qualified under Sections 401(a)
or 401(k) and 401(m) of the Code and a deduction being allowed for such
contributions under Section 404 of the Code. 
Pre-Tax and Post-Tax Contributions returned to an Employer
pursuant to this Section shall be paid to the Participant for whom contributed
as soon as administratively convenient. 
If these provisions result in the return of Contributions after such
amounts have been allocated


 


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to
Accounts, such Accounts shall be reduced by the amount of the allocation
attributable to such amount, adjusted for any losses or expenses.


 


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ARTICLE XV


 


Administration and Investment Management


 


15.01      General


 


The Company, through the authority vested in the
Board of Directors, has appointed the Management Resources and Compensation
Committee of the Board of Directors to act on behalf of the whole Board of
Directors of the Company, and the Board of Directors has appointed, by separate
documentation, the Senior Vice President, and has enabled him or her to have
the power and authority to act, to the extent delegated to such person, on
behalf of the Company (and therefore all Employers), with respect to matters
which relate to the Plan and Trust, but not on behalf of the Plan and
Trust.  Furthermore, the Company has adopted
the Plan and Trust, thereby:


 


(a)           appointing
an Administrator and enabling it to have the power and authority to act, to the
extent provided in the Plan or Trust, on behalf of the Plan or Trust, but not
on behalf of the Company;


 


(b)           appointing a
Management Committee, and enabling it to have the power and authority to act,
to the extent provided in the Plan or Trust, on behalf of the Plan or Trust
with respect to the management of the Plan’s assets, but not on behalf of the
Company;


 


(c)           enabling the
Senior Vice President acting in his/her capacity as an Officer of the Company
to have the power and authority to act, to the extent provided in and the
manner provided in the Plan or Trust, on behalf of the Company, but not on
behalf of the Plan or Trust; and


 


(d)           delegating
to the Management Resources and Compensation Committee of the Board of
Directors (the “Compensation Committee”), acting on behalf of the full Board of
Directors of the Company, the power and authority to act, to the extent
provided in and the manner provided in the Plan or Trust, on behalf of the
Company, but not on behalf of the Plan or Trust.


 


15.02      Senior Vice President Authority to Act as Employer with Respect to the
Plan and Trust


 


The Senior Vice
President has the following authority and control and such other authority and
control as shall be granted to it, from time to time, to act on behalf of the
Company:


 


(a)           amend the
Plan and/or Trust to the extent permitted and under the limitations described
in 18.01(c).  This authority to amend the
Plan is granted to the Senior Vice President in the following situations:


 


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(1)           any change
to the Plan or Trust required by a change in the law or regulations governing
the Plan and Trust in order to maintain the continued tax exempt status of the
Plan and Trust or to maintain compliance with applicable laws and regulations;


 


(2)           any changes
which would serve to ease the administrative convenience of the Plan for the
Administrator, provided that such amendment would not result in a substantial
increase in the cost of the Plan to the Company or a substantial increase in
the potential liability to the Company with respect to the Plan or the Trust;
or


 


(3)           any
amendment needed to facilitate the transition of employees following an
acquisition or other corporate transaction in which it is necessary to
designate which employee groups are eligible to participate in the Plan and/or
any issues with respect to the granting of service credit for prior employment
to the extent permitted in the Plan;


 


(b)           select,
monitor and remove, as necessary, consultants, actuaries, underwriters,
insurance companies, third party administrators, or other service providers,
and to appoint and remove any such person as a Named Fiduciary, and determine
and delegate to them their duties and responsibilities, either directly or by
the adoption of Plan provisions which specify such duties and responsibilities
(the provisions of the Plan documents will control in the case of a conflict);


 


(c)           appoint and
consult with legal counsel, investment advisors, independent consulting or
evaluation firms, accountants, actuaries, or other advisors, as necessary, to
perform its functions;


 


(d)           determine
what expenses, if any, related to the operation and administration of the Plan
and the investment of Plan assets, may be paid from Plan assets, subject to
applicable law;


 


(e)           report to
the CEO any Plan funding or investment policies of significance to the Company;


 


(f)            review with
the CEO any proposals which would be submitted to the Board of Directors; and


 


(g)           take any
other actions necessary or incidental to the performance of the above-stated
powers and duties.


 


The Senior Vice
President shall not be a Named Fiduciary whenever he or she acts on behalf of
the Company.


 


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15.03      Management Resources and Compensation Committee of the Board of
Directors Authority to Act as Employer with Respect to the Plan and Trust.


 


The Compensation and
Benefits Committee of the Board of Directors of the Company (the “Compensation
Committee”), acting on behalf of the whole Board of Directors of the Company,
has the following authority and control and such other authority and control as
shall be granted to it, from time to time, to act on behalf of the Company:


 


(a)           amend or terminate
the Plan and/or Trust, in part or completely to the extent permitted under the
terms the Plan and the Trust;


 


(b)           establish
such policies and make such other delegations or designations necessary or
incidental to the Company’s sponsorship of the Plan or to facilitate
administration of the Plan;


 


(c)           determine
the funding policies of the Plan and related matters;


 


(d)           appoint the
Plan Administrator to act within the duties and responsibilities set forth in
Section 15.21; and


 


(e)           take any
other actions necessary or incidental to the performance of the above-stated
powers and duties.


 


The Compensation
Committee shall not be a Named Fiduciary whenever it acts on behalf of the
Company.


 


15.04      Management Committee and Administrator as Named Fiduciaries for the
Plan.


 


(a)           The
Management Committee, acting on behalf of the Plan or Trust and subject to
subsection (b) hereof, shall be a Named Fiduciary with respect to the authority
to manage and control the administration and operation of the Plan, including without
limitation, the management and control with respect to the operation and
administration of the Plan contained in an agreement with a Named Fiduciary but
only to the extent it has been specifically designated in such agreement as
being the responsibility of the Administrator, an Employer, the Company, or any
employee, member or delegate of any of them.


 


(b)           Notwithstanding
any other term or provision of the Plan, Trust, or an agreement with a Named
Fiduciary, the Management Committee shall cease to be a Named Fiduciary with
respect to some specified portion of the operation and administration of the
Plan or Trust, to the extent that a Named Fiduciary is designated pursuant to
the procedure in the Plan or Trust to severally have authority to manage and control
such portion of the operation and administration of the Plan or Trust.


 


(c)           To the
extent that administrative functions with respect to the Plan are delegated to
the Administrator pursuant to Section 15.10 of the Plan (and pursuant to
Sections 15.20 and 15.21, if a separate Plan Administrator apart from the
Administrator is not delegated the responsibilities under Section 15.21), the
Administrator shall be the Named Fiduciary with respect to those
responsibilities under the Plan, and the


 


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Management
Committee shall cease to be a Named Fiduciary with respect to the
responsibilities so delegated.


 


15.05      Management Committee as Named Fiduciary for the Trust


 


The Management
Committee, acting on behalf of the Plan or Trust shall be a Named Fiduciary
with respect to its authority to manage and control the Plan’s assets, but only
to the extent not inconsistent with the Plan or Trust.


 


15.06      Actions


 


(a)           Any action
by the Administrator on behalf of this Plan or Trust involving its authority to
manage and control the operation and administration of the Plan or Trust shall
be treated as an action of a Named Fiduciary under this Plan.


 


(b)           Any action
by the Management Committee on behalf of this Plan or Trust involving its
authority to manage and control the Plan’s assets shall be treated as an action
of a Named Fiduciary under this Plan.


 


(c)           Where
reference is made in this Plan (or where the Senior Vice President designates
in writing) that its action is on behalf of the Company, the Senior Vice
President shall be acting only on behalf of the Company and not as a Named
Fiduciary.


 


(d)           The
Compensation Committee, in exercising the duties it is delegated pursuant to
Section 15.03 of the Plan, is acting on behalf of the Company and not as a
Named Fiduciary.


 


(e)           Except as
provided in Section 15.23, the Administrator or the Management Committee may,
in writing delivered to the Trustee, empower a representative to act on its
behalf and such person shall have the authority to act within the scope of such
empowerment to the full extent the Administrator or the Management Committee
could have acted.


 


15.07      Procedures for Designation of a Named Fiduciary


 


The Compensation
Committee, acting on behalf of the Company, may from time to time, designate a
person to be a Named Fiduciary with respect to management and control of the
operation and administration of the Plan or the management and control of the
Plan’s assets.  Such designation shall
specify the person designated by name and either: (a) specify the
management and control authority with respect to which the person will be a
Named Fiduciary; or (b) incorporate by reference an agreement with such
person to provide services to or on behalf of the Plan or Trust and use such
agreement as a means for specifying the management and control authority with
respect to which such person will be a Named Fiduciary.  No person who is designated as a Named
Fiduciary hereunder must consent to such designation, nor shall it be necessary
for the `Compensation Committee to seek such person’s acquiescence.  The authority to manage and control, which
any person who is designated to be a Named Fiduciary hereunder may have, shall
be several and not joint with the Administrator or


 


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the
Management Committee, and shall result in the Administrator or the Management
Committee no longer being a Named Fiduciary with respect to, nor having any
longer, such authority to manage and control. 
On and after the designation of a person as a Named Fiduciary, the
Employer, the Compensation Committee, the Administrator, the Management
Committee, and any other Named Fiduciary with respect to the Plan or Trust,
shall have no liability for the acts (or failure to act) of any such Named
Fiduciary except to the extent of its co-Fiduciary duty under ERISA.


 


15.08      Compensation


 


The Administrator and
the Management Committee, acting on behalf of the Plan or Trust, shall serve
without compensation for its services as such.


 


15.09      Discretionary Authority of each Named Fiduciary


 


Each Named Fiduciary on
behalf of the Plan and Trust will enforce the Plan and Trust in accordance with
their terms.  Each Named Fiduciary shall
have full and complete authority, responsibility and control (unless an
allocation has been made to another Named Fiduciary in which case such Named
Fiduciary shall have such authority, responsibility and control) over that
portion of the management, administration, and operation of the Plan or Trust
allocated to such Named Fiduciary, including, but not limited to, the authority
and discretion to do the following.  In
the absence of a delegation pursuant to the terms of the Plan (including the
delegation to the Administrator in Section 15.10 and the delegation to the Plan
Administrator in Section 15.21), the Senior Vice President shall exercise this
authority on behalf of the Plan and/or Trust:


 


(a)           formulate,
adopt, issue and apply procedures and rules and change, alter or amend such
procedures and rules in accordance with law and as may be consistent with the
terms of the Plan or Trust;


 


(b)           specify the
basis upon which payments are to be made under the Plan and, as the final
appeals Fiduciary under Section 503 of ERISA, to make a final determination,
based upon the information known to the Named Fiduciary within the scope of its
authority and control as a Named Fiduciary, based upon determinations made and
such other information made available from an Employer plus such final
determinations made by each other Named Fiduciary within the scope of its
authority and control, as are determined to be relevant to the final appeals
Fiduciary;


 


(c)           exercise
such discretion as may be required to construe and apply the provisions of the
Plan or Trust, subject only to the terms and conditions of the Plan or Trust;


 


(d)           interpret
and construe the provisions of the Plan, to make regulations and settle
disputes described above which are not inconsistent with the terms thereof;


 


(e)           settle or
compromise any litigation against the Plan or a Fiduciary with respect to which
the Plan has an indemnity obligation;


 


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(f)            create a
legal remedy to the Plan with respect to a Participant or Beneficiary, or to a
Participant or Beneficiary, for any loss incurred (whether restitution or
opportunity losses) by the Plan on behalf of such Participant or Beneficiary,
or by such Participant or Beneficiary, due to a breach of Fiduciary duty to the
Plan by a Named Fiduciary or other error (whether negligent or willful) which
the Management Committee determines is a substantial contributing factor to
such loss (or a portion of such loss); and


 


(g)           take all
necessary and proper acts as are required for such Named Fiduciary to fulfill
its duties and obligations under the Plan or Trust.


 


15.10      Responsibility and Powers of the Administrator Regarding Administration
of the Plan


 


The Administrator shall
have full and complete authority, responsibility and control (unless an
allocation has been made to another Named Fiduciary in which case such Named
Fiduciary shall have such authority, responsibility and control only if
specifically provided) over that portion of the management, administration, and
operation of the Plan or Trust allocated to the Administrator and the power to
act on behalf of the Plan or Trust, including, but not limited to, the
authority and discretion to:


 


(a)           appoint and
compensate such specialists (including attorneys, actuaries and accountants) to
aid it in the administration of the Plan, and arrange for such other services,
as the Administrator considers necessary or appropriate in carrying out the
provisions of the Plan;


 


(b)           appoint and
compensate an independent outside accountant to conduct such audits of the
financial statements of the Trust as the Administrator considers necessary or
appropriate;


 


(c)           assure that
the Plan does not violate any provisions of ERISA limiting the acquisition or
holding of Company Stock;


 


(d)           act as the
Fiduciary responsible for monitoring the confidentiality and independent
Fiduciary requirements associated with Company Stock in order for the Plan to
qualify as a Section 404 plan under Department of Labor Regulations; and


 


(e)           take all
necessary and proper acts as are required for the Administrator to fulfill its
duties and obligations under the Plan or Trust.


 


15.11      Allocations and Delegations of Responsibility


 


(a)           Delegations.  Each Named Fiduciary may designate persons
(other than a Named Fiduciary) to carry out Fiduciary responsibilities (other
than trustee responsibilities as described in Section 405(c)(3) of ERISA) it
may have with respect to the Plan or Trust and make a change of delegated
responsibilities.  Such delegation shall
specify the delegated person by name and either: (a) specify the discretionary
authority with respect to which the person will be a Fiduciary; or (b)
incorporate by


 


75





















 


reference
an agreement with such Named Fiduciary to provide services to the Plan or Trust
on behalf of the delegating Named Fiduciary as a means of specifying the
discretionary authority with respect to which such person will be a
Fiduciary.  No person (other than an
investment manager (as defined in Section 3(38) of ERISA) to whom Fiduciary
responsibility has been delegated must consent to being a Fiduciary nor shall
it be necessary for the Named Fiduciary to seek such person’s acquiescence;
however, where such person has not contractually accepted the responsibility
delegated, he or she must be given notification of the services to be performed
and, in either case, will be deemed to have accepted such Fiduciary
responsibility if he or she performs the services described for thirty (30)
days or more without specific objection thereto.  The discretionary authority any person who is
delegated Fiduciary responsibilities hereunder may have shall be several and
not joint with the Named Fiduciary delegating and each other Named
Fiduciaries.  A delegation of Fiduciary
responsibility to a person which is not implemented in the manner set forth
herein shall not be void; however, whether the delegating Named Fiduciary shall
have joint liability for acts of such person shall be determined by applicable
law.


 


(b)           Allocations.  The Compensation Committee, acting on behalf
of the Company, may allocate Fiduciary responsibilities (other than trustee
responsibilities described in Section 405(c)(3) of ERISA) among Named
Fiduciaries when it designates a Named Fiduciary in the manner described in
Section 15.07, or may reallocate Fiduciary responsibilities among existing
Named Fiduciaries by action of the Compensation Committee in accordance with
Sections 15.06 and 15.07; provided each such Named Fiduciary is given notice of
the services, management and control authority allocated to it either by way of
an amendment to the Plan, Trust or a contract with such person, or by way of
correspondence from the Compensation Committee, whichever is applicable.  Each Named Fiduciary, by signing its contract
or by accepting such amendment or correspondence and rendering the services
requested without objection for thirty (30) days, shall be conclusively bound
to have assumed such Fiduciary responsibility as a Named Fiduciary.  An allocation of Fiduciary responsibility to
a person which is not implemented in the manner set forth herein shall not be
void; however, such person may not be a Named Fiduciary with respect to the
Plan and Trust.


 


(c)           Limit on
Liability.  Fiduciary duties
and responsibilities which have been allocated or delegated pursuant to the terms
of the Plan or the Trust, are intended to limit the liability of the Company,
the Compensation Committee, the Senior Vice President, the Administrator, the
Management Committee, and each Named Fiduciary, as appropriate, in accordance
with the provisions of Section 405 of ERISA..


 


15.12      Bonding


 


The Administrator,
acting on behalf of the Plan and Trust, shall serve without bond (except as
otherwise required by federal law).


 


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15.13      Information to be Supplied by Employer


 


Each Employer shall
supply to the Administrator, acting on behalf of the Plan and Trust, or a
designated Named Fiduciary, within a reasonable time of its request, the names
of all Employees, their age, their date of hire, the names and dates of all
Employees who incurred a Termination of Employment during the Plan Year,
Compensation and such other information in the Employer’s possession as the
Administrator shall from time to time need in the discharge of its duties.  The Administrator and each Named Fiduciary
may rely conclusively on the information certified to it by an Employer.


 


15.14      Information to be Supplied by Named Fiduciary


 


Whenever a term,
definition, standard, protocol, policy, interpretation, rule, practice or
procedure under an Administrative Services Agreement, or other basis for
determining whether a Participant’s or Beneficiary’s accrued benefit, optional
form of benefit, right or feature is required or used, the Named Fiduciary who
has the authority to manage and control the administration and operation of the
Plan with respect to such accrued benefit, optional form of payment, right or
feature shall be solely responsible for establishing and maintaining such
framework of definitions, standards, protocols, policies, interpretations,
rules, practices and procedures under such Administrative Services Agreement
and shall provide a copy thereof either: (1) to the Senior Vice President, upon
its request, on behalf of the Company, (2) to the Compensation Committee, upon
its request, on behalf of the Company, (3) to a Participant or Beneficiary but
only to the extent required by law, or (4) to the extent required in any
proceeding involving the Plan or any Named Fiduciary with respect to the Plan.


 


15.15      Misrepresentations


 


The Management Committee
and the Administrator, acting on behalf of the Plan and Trust, may, but shall
not be required to, rely upon any certificate, statement or other
representation made to it by an Employee, Participant, other Named Fiduciary,
or other individual with respect to any fact regarding any of the provisions of
the Plan.  If relied upon, any such
certificate, statement or other representation shall be conclusively binding
upon such Employee, Participant, other Named Fiduciary, or other individual or
personal representative thereof, heir, or assignee (but not upon the Management
Committee or the Administrator), and any such person shall thereafter be
stopped from disputing the truth of any such certificate, statement or other
representation.


 


15.16      Records


 


The
regularly kept records of the designated Named Fiduciary (or, where applicable,
the Trustee) and any Employer shall be conclusive evidence of a person’s age,
his or her status as an Eligible Employee, and all other matters contained
therein applicable to this Plan; provided that a Participant may request a
correction in the record of his or her age at any time prior to retirement, and
such correction shall be made if within ninety (90) days after such request he
or she furnishes in support thereof a birth certificate, baptismal certificate,
or other documentary proof of age satisfactory to the Administrator.


 


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15.17      Plan Expenses


 


All expenses of the Plan
which have been approved by the Administrator, acting on behalf of the Plan and
Trust, respectively, shall be paid by the Trust except to the extent paid by
the Employers; and if paid by the Employers, such Employers may, if authorized
by the Senior Vice President acting on behalf of the Company, seek
reimbursement of such expenses from the Trust and the Trust shall reimburse the
Employers.  If borne by the Employers,
expenses of administering the Plan shall be borne by the Employers in such
proportions as the Senior Vice President, acting on behalf of the Company,
shall determine.


 


15.18      Fiduciary Capacity


 


Any person or group of
persons may serve in more than one Fiduciary capacity with respect to the Plan.


 


15.19      Employer’s Agent


 


The Senior Vice
President shall act as agent for the Company when acting on behalf of the
Company and the Company shall act as agent for each Employer.


 


15.20      Plan Administrator


 


The Plan Administrator
(within the meaning of Section 3(16)(A) of ERISA) shall be appointed by the
Compensation Committee, acting on behalf of the Company, and may (but need not)
be the Administrator; and in the absence of such appointment, the
Administrator, acting on behalf of the Plan and Trust, shall be the Plan
Administrator.


 


15.21      Plan Administrator Duties and Power


 


The Plan Administrator
will have full and complete authority, responsibility and control over the
management, administration and operation of the Plan with respect to the
following:


 


(a)           satisfy all
reporting and disclosure requirements applicable to the Plan, Trust or Plan Administrator
under ERISA, the Code or other applicable law;


 


(b)           make
appropriate determinations as to whether Rollover Contributions constitute
such;


 


(c)           provide and
deliver all written forms used by Participants and Beneficiaries, give notices
required by law, and seek a favorable determination letter for the Plan and
Trust;


 


(d)           withhold any
amounts required by the Code to be withheld at the source and to transmit funds
withheld and any and all necessary reports with respect to such withholding to
the Internal Revenue Service;


 


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(e)           where
applicable, to provide each Participant or his or her Spouse with QJSA and SPAS
information;


 


(f)            certify to
the Trustee the amount and kind of benefits payable to or withdrawn from
Participants and Beneficiaries and the date of payment, including withdrawals;


 


(g)           respond to a
QDRO;


 


(h)           make
available for inspection and to provide upon request at such charge as may be
permitted and determined by it, documents and instruments required to be
disclosed by ERISA;


 


(i)            make a
determination of whether a Participant is suffering a deemed or demonstrated
financial need and whether a withdrawal from this Plan is deemed or
demonstrated necessary to satisfy such financial need; provided however, in
making such determination, the Plan Administrator may rely, if reasonable to do
so, upon representations made by such Participant in connection with his or her
request for a withdrawal;


 


(j)            take such
actions as are necessary to establish and maintain the Plan in full and timely
compliance with any law or regulation having pertinence to this Plan;


 


(k)           perform
whatever responsibilities are delegated to the Plan Administrator by the
Administrator; and


 


15.22      Named Fiduciary Decisions Final


 


The decision of the
Administrator, the Management Committee, or a Named Fiduciary in matters within
its jurisdiction shall be final, binding, and conclusive upon the Employers and
the Trustee and upon each Employee, Participant, Spouse, Beneficiary, and every
other person or party interested or concerned.


 


15.23      No Agency


 


Each Named Fiduciary
shall perform (or fail to perform) its responsibilities and duties or
discretionary authority with respect to the Plan and Trust as an independent
contractor and not as an agent of the Company, any Employer, the Senior Vice
President, the Compensation Committee, the Administrator or the Management
Committee.  No agency is intended to be
created nor is the Administrator or the Management Committee empowered to
create an agency relationship with a Named Fiduciary.


 


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ARTICLE XVI


 


Claims Procedure


 


16.01      Claims Procedure


 


(a)           Definitions.  For purposes of this Section 16.01, the
following words or phrases in quotes when capitalized will have the meaning set
forth below:


 


(1)           “Adverse
Benefit Determination” means a denial, reduction or the termination of, or a
failure to provide or make payment (in whole or in part) with respect to a
Claim for a benefit, including any such denial, reduction, termination, or
failure to provide or make payment that is based on a determination of a
Participant’s or Beneficiary’s eligibility to participate in the Plan.


 


(2)           “Claim”
means a request for a benefit or eligibility to participate in the Plan, made
by a Claimant in accordance with the Plan’s procedures for filing Claims, as
described in this Section 16.01.


 


(3)           “Claimant”
is defined in Section 16.01(b)(2).


 


(4)           “Notice” or
“Notification” means the delivery or furnishing of information to an individual
in a manner that satisfies applicable Department of Labor regulations with
respect to material required to be furnished or made available to an
individual.


 


(5)           “Relevant
Documents” include documents, records or other information with respect to a
Claim that:


 


(A)          were relied
upon by the Administrator in making the benefit determination;


 


(B)           were
submitted to, considered by or generated for, the Administrator in the course
of making the benefit determination, without regard to whether such documents,
records or other information were relied upon by the Administrator in making
the benefit determination;


 


(C)           demonstrate
compliance with administrative processes and safeguards required in making the
benefit determination; or


 


(D)          constitute a
statement of policy or guidance with respect to the Plan concerning the denied
benefit for the Participant’s circumstances, without regard to whether such
advice was relied upon by the Administrator in making the benefit
determination.


 


(b)           Procedure
for Filing a Claim. 
In order for a communication from a Claimant to constitute a valid
Claim, it must satisfy the following paragraphs (1) and (2) of this paragraph
(b).


 


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(1)           Any Claim
submitted by a Claimant must be in writing on the appropriate Claim form (or in
such other manner acceptable to the Administrator) and delivered, along with
any supporting comments, documents, records and other information, to the
Administrator in person, or by mail postage paid, to the address for the
Administrator provided in the Summary Plan Description.


 


(2)           Claims and
appeals of denied Claims may be pursued by a Participant or an authorized
representative of the Participant (each of whom will be referred to in this
section as a “Claimant”).  However, the
Administrator may establish reasonable procedures for determining whether an
individual has been authorized to act on behalf of a Participant.


 


(c)           Initial
Claim Review. 
The initial Claim review will be conducted by the Administrator, with or
without the presence of the Claimant, as determined by the Administrator in its
discretion.  The Administrator will
consider the applicable terms and provisions of the Plan and amendments to the
Plan, information and evidence that is presented by the Claimant and any other
information it deems relevant.  In
reviewing the Claim, the Administrator will also consider and be consistent
with prior determinations of Claims from other Claimants who were similarly
situated and which have been processed through the Plan’s claims and appeals
procedures within the past 24 months.


 


(d)           Initial Benefit
Determination.


 


(1)           The
Administrator will notify the Claimant of the Administrator’s determination
within a reasonable period of time, but in any event (except as described in
paragraph (2) below) within 90 days after receipt of the Claim by the Administrator.


 


(2)           The
Administrator may extend the period for making the benefit determination by 90
days if it determines that such an extension is necessary due to matters beyond
the control of the Plan and if it notifies the Claimant, prior to the expiration
of the initial-90 day period, of circumstances requiring the extension of
time and the date by which the Administrator expects to render a decision.


 


(e)           Manner and
Content of Notification of Adverse Benefit Determination.


 


(1)           The
Administrator will provide a Claimant with written or electronic Notice of any
Adverse Benefit Determination, in accordance with applicable Department of
Labor regulations.


 


(2)           The
Notification will set forth in a manner calculated to be understood by the
Claimant:


 


(A)          The specific
reason or reasons for the Adverse Benefit Determination;


 


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(B)           Reference to
the specific provision(s) of the Plan on which the determination is based;


 


(C)           Description
of any additional material or information necessary for the Claimant to perfect
the Claim and an explanation of why such material or information is necessary;
and


 


(D)          A
description of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the Claimant’s right to bring a civil
action under Section 502(a) of ERISA following an Adverse Benefit Determination
on review.


 


(f)            Procedure
for Filing a Review of an Adverse Benefit Determination.


 


(1)           Any appeal
of an Adverse Benefit Determination by a Claimant must be brought to the
Administrator within 60 days after receipt of the Notice of the Adverse Benefit
Determination.  Failure to appeal within
such 60-day period will be deemed to be a failure to exhaust all
administrative remedies under the Plan. 
The appeal must be in writing utilizing the appropriate form provided by
the Administrator (or in such other manner acceptable to the Administrator);
provided, however, that if the Administrator does not provide the appropriate
form, no particular form is required to be utilized by the Participant.  The appeal must be filed with the
Administrator at the address listed in the Summary Plan Description.


 


(2)           A Claimant
will have the opportunity to submit written comments, documents, records and other
information relating to the Claim.


 


(g)           Review
Procedures for Adverse Benefit Determinations.


 


(1)           The
Administrator will provide a review that takes into account all comments,
documents, records and other information submitted by the Claimant without
regard to whether such information was submitted or considered in the initial
benefit determination.


 


(2)           The Claimant
will be provided, upon request and free of charge, reasonable access to and
copies of all Relevant Documents.


 


(3)           The review
procedure may not require more than two levels of appeals of an Adverse Benefit
Determination.


 


(h)           Timing and
Notification of Benefit Determination on Review.  The Administrator will notify the Claimant
within a reasonable period of time, but in any event within 60 days after the
Claimant’s request for review, unless the Administrator determines that special
circumstances require an extension of time for processing the review of the
Adverse Benefit Determination.  If the
Administrator determines that an extension is required, written Notice will be
furnished to the Claimant prior to the end of the initial 60-day period
indicating the special circumstances requiring an extension of


 


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time
and the date by which the Administrator expects to render the determination on
review, which in any event will be within 60 days from the end of the initial
60-day period.  If such an extension is
necessary due to a failure of the Claimant to submit the information necessary
to decide the Claim, the period in which the Administrator is required to make
a decision will be tolled from the date on which the notification is sent to
the Claimant until the Claimant adequately responds to the request for
additional information.


 


(i)            Manner and
Content of Notification of Benefit Determination on Review.


 


(1)           The
Administrator will provide a written or electronic Notice of the Plan’s benefit
determination on review, in accordance with applicable Department of Labor
regulations.


 


(2)           The Notification
will set forth:


 


(A)          The specific
reason or reasons for the Adverse Benefit Determination;


 


(B)           Reference to
the specific provision(s) of the Plan on which the determination is based;


 


(C)           A statement
that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of all Relevant Documents; and


 


(D)          A statement
of the Claimant’s right to bring a civil action under Section 502(a) of ERISA
following an Adverse Benefit Determination on review.


 


(j)            Collectively
Bargained Benefits.


 


(A)          Where
benefits are provided pursuant to a collective bargaining agreement and such
collective bargaining agreement maintains or incorporates by specific
reference: (i) provisions concerning the filing of a Claim for a benefit and the
initial disposition of a Claim; and (ii) a grievance and arbitration procedure
to which Adverse Benefit Determinations are subject, then Section 16.01 through
and including Section 16.01(i) will not apply to such Claim.


 


(B)           Where
benefits are provided pursuant to a collective bargaining agreement and such
collective bargaining agreement maintains or incorporates by specific reference
a grievance and arbitration procedure to which Adverse Benefit Determinations
are subject, then Sections 16.01(f) through and including Section 16.01(i) will
not apply to such Claim.


 


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(k)           Statute of
Limitations. 
No cause of action may be brought by a Claimant who has received an
Adverse Benefit Determination later than two years following the date of such
Adverse Benefit Determination.


 


16.02      Notices to Participants, Etc.


 


Any notice, report or
statement given, made, delivered or transmitted to a Participant or any other
person entitled to or claiming benefits under the Plan will be deemed to have
been duly given, made or transmitted when sent via messenger, delivery service,
facsimile or mailed by first class mail with postage prepaid and addressed to
the Participant or such person at the address last appearing on the records of
the Administrator or the responsible Named Fiduciary, whichever is
applicable.  A Participant or other
person may record any change of his or her address from time to time by
following the procedures established by the Administrator.


 


16.03      No Administrator


 


Any written direction,
notice or other communication from Participants or any other person entitled to
or claiming benefits under the Plan to the Administrator will be deemed to have
been duly given, made or transmitted either when delivered to such location as
will be specified upon the forms prescribed by the Administrator for the giving
of such direction, notice or other communication or when otherwise received by
the Administrator.


 


16.04      Administrator’s Discretion


 


Benefits under this Plan
will be paid only if the Administrator decides, in his or her discretion, that
the Claimant is entitled to them.


 


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ARTICLE XVII


 


Adoption and Withdrawal from Plan


 


17.01      Procedure for Adoption


 


Any Commonly Controlled
Entity may adopt the Plan for the benefit of its Eligible Employees by
resolution of such Commonly Controlled Entity’s board of directors and by
completing (or the Senior Vice President completing pursuant to its authority
to amend this Plan) one or more Appendices with respect to such Employees,
which adoption shall be effective as of the date specified in the board
resolution.  No such adoption shall be
effective until such adoption and any Appendix to be used in connection
therewith has been approved by the Senior Vice President.


 


17.02      Procedure for Withdrawal


 


Any Employer (other than
the Company) may, by resolution of the board of directors of such Employer,
with the consent of the Senior Vice President and subject to such conditions as
may be imposed by the Senior Vice President (or the Senior Vice President
acting on behalf of the Company pursuant to its authority to amend this Plan),
terminate its adoption of the Plan. 
Notwithstanding the foregoing, an Employer will be deemed to have terminated
its adoption of the Plan when it ceases to be a Commonly Controlled Entity.


 


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ARTICLE XVIII


 


Amendment, Termination and Merger


 


18.01      Amendments


 


(a)           Power to
Amend.  The Company, by
action of its Board of Directors on behalf of all Employers, the Management
Resources and Compensation Committee of the Board of Directors (the
“Compensation Committee”) on behalf of the Board of Directors, the Senior Vice
President as provided in Subsection (c) below, or the Administrator as provided
in Subsection (d) below, may amend, modify, change, revise or discontinue this
Plan or any Appendix, in whole or in part, or with respect to all persons or a
designated group of persons, by amendment at any time; provided, however, that
no amendment shall:


 


(1)           increase the
duties or liabilities of the Custodian, the Administrator or the Management
Committee without its written consent;


 


(2)           have the
effect of vesting in any Employer any interest in any funds, securities or other
property, subject to the terms of this Plan and the Custodial Agreement;


 


(3)           authorize or
permit at any time any part of the corpus or income of the Plan’s assets to be
used or diverted to purposes other than for the exclusive benefit of
Participants and Beneficiaries;


 


(4)           except to
the extent permissible under ERISA and the Code, make it possible for any
portion of the Trust assets to revert to an Employer to be used for, or
diverted to, any purpose other than for the exclusive benefit of Participants
and Beneficiaries entitled to Plan benefits and to defray reasonable expenses
of administering the Plan;


 


(5)           permit an
Employee to be paid the balance of his or her Pre-Tax Account unless the
payment would otherwise be permitted under Section 401(k) of the Code; and


 


(6)           have any
retroactive effect as to deprive any such person of any benefit already
accrued, except that no amendment made in order to conform the Plan as a plan
described in Section 401(a) of the Code of which amendments are permitted by the
Code or are required or permitted by any other statute relating to employees’
trusts, or any official regulations or rulings issued pursuant thereto, shall
be considered prejudicial to the rights of any such person.


 


(b)           Restriction
on Amendment. 
No amendment to the Plan shall deprive a Participant of his or her
nonforfeitable rights to benefits accrued to the date of the amendment.  Further, if the vesting schedule of the plan
is amended, each Participant with at least three (3) years of service for vesting
with the Employer may elect, within a reasonable period after the adoption of
the amendment, to have his or her


 


86





















 


nonforfeitable
percentage computed under the Plan without regard to such amendment.  The period during which the election may be
made shall commence with the date the amendment is adopted and shall end on the
latest of:


 


(1)           sixty (60)
days after the amendment is adopted;


 


(2)           sixty (60)
days after the amendment becomes effective; or


 


(3)           sixty (60)
days after the Participant is issued written notice of the amendment by the
Employer, the Senior Vice President or the Administrator.


 


The preceding language
concerning an amendment to the Plan’s vesting schedule shall also apply when a
Plan with a different vesting schedule is merged into this Plan.  In addition to the foregoing, the Plan shall
not be amended so as to eliminate an optional form of payment of an Accrued
Benefit attributable to employment prior to the date of the amendment.  The foregoing limitations do not apply to
benefit accrual occurring after the date of the amendment.


 


(c)           The Senior
Vice President. 
The Senior Vice President, acting on behalf of the Company, may amend,
modify, change or revise the Plan or any Appendix, in whole or in part, or with
respect to all persons or a designated group of persons; provided, however: (i)
no such action may be taken if it could not have been adopted under this
Section by the Board of Directors; (ii) no such action may be taken if it causes
a change in the level or type of contributions to be made to the Plan or
otherwise materially increase the duties and obligations of any or all
Employers with respect to the Plans; and (iii) no such action may amend
Articles XV and XVIII.


 


(d)           The Administrator.  The Administrator, acting on behalf of the
Plan, may amend, modify, change or revise the Plan or any Appendix, in whole or
in part, provided, however, such amendment may only: (1) implement other
amendments either adopted by the Senior Vice President on behalf of the Company
or pursuant to subparagraph (a) hereof, and, further, the Administrator will
have no discretionary authority when causing such implementing amendments to be
drafted and adopted, except where required by law; (2) be drafted and adopted
to cause the Plan to be tax-exempt under the Code; or (3) be drafted and
adopted to comply with other applicable law. 
All expenses incurred in connection with the preparation and adoption of
amendments by the Administrator will be charged to the Plan and Trust.


 


18.02      Plan Termination


 


It is the expectation of
the Company that it will continue the Plan and the payment of Contributions
hereunder indefinitely, but the continuation of the Plan and the payment of
Contributions hereunder is not assumed as a contractual obligation of the
Company or any other Employer.  The right
is reserved by the Company to terminate the Plan at any time, and the right is
reserved by the Company by action of its Board of Directors or the Compensation
Committee.  The Senior Vice President,
acting on behalf of the Company, has the authority pursuant to its power to
amend the Plan at any time to reduce, suspend or discontinue its or any other
Employer’s Contributions hereunder


 


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(but
not to terminate the Plan or Trust); provided, however, that the Contributions
for any Plan Year accrued or determined prior to the end of said year shall not
after the end of said year be retroactively reduced, suspended or discontinued,
except as may be permitted by law.  Upon
termination of the Plan or complete discontinuance of Contributions hereunder
(other than for the reason that the Employer has had no net profits or
accumulated net profits), each Participant’s Accrued Benefit shall be fully
vested.  Upon termination of the Plan or
a complete discontinuance of Contributions, unclaimed amounts shall be applied
as forfeitures and any unallocated amounts shall be allocated to Participants
who are Eligible Employees as of the date of such termination or discontinuance
on the basis of Compensation for the Plan Year (or short Plan Year).  Upon a partial termination of the Plan, the
Accrued Benefit of each affected Participant shall be fully vested.  In the event of termination of the Plan, the
Administrator shall direct the Custodian to distribute to each Participant the
entire amount of his or her Accrued Benefit as soon as administratively
possible, but not earlier than would be permitted in order to retain the Plan’s
qualified status under Sections 401(a), (k) and (m) of the Code, as if all
Participants who are Employees had incurred a Termination of Employment on the
Plan’s termination date.  Should a
Participant or a Beneficiary not elect immediate payment of a nonforfeitable
Accrued Benefit in excess of one thousand dollars ($1,000), the Administrator
shall direct the Custodian to continue the Plan and Custodial Agreement for the
sole purpose of paying to such Participant his or her Accrued Benefit or death
benefit, respectively, unless, in the opinion of the Administrator, to make
immediate single sum payments to such Participant or Beneficiary would not
adversely affect the tax qualified status of the Plan upon termination and
would not impose additional liability upon any Employer or the Custodian.


 


18.03      Plan Merger


 


(a)           General.  The Plan shall not merge or consolidate with,
or transfer any assets or liabilities to any other plan, unless each person
entitled to benefits would receive a benefit immediately after the merger,
consolidation or transfer (if the Plan were then terminated) which is equal to
or greater than the benefit he or she would have been entitled to immediately
before the merger, consolidation or transfer (if the Plan were then
terminated).  Pursuant to Section
15.02(a)(3) of the Plan, the Senior Vice President shall amend or take such
other action as is necessary to amend the Plan in order to satisfy the
requirements applicable to any merger, consolidation or transfer of assets and
liabilities.


 


(b)           Hussmann.  Effective January 1, 1998, or, if later, the
date a Participant becomes a Hussmann Participant, the assets and liabilities
for each Hussmann Participant shall be transferred to the Hussmann Plan based
upon the Unit Value thereof as of the close of the last Business Day in 1997,
or, if later, the Business Day immediately preceding the date a Participant
becomes a Hussmann Participant.


 


(c)           Midas.  Effective January 1, 1998, or, if later, the
date a Participant becomes a Midas Participant, the assets and liabilities for
each Midas Participant shall be transferred to the Midas Plan based upon the
Unit Value thereof as of the close of


 


88





















 


the
last Business Day in 1997, or, if later, the Business Day immediately preceding
the date a Participant becomes a Midas Participant.


 


(d)           Pepsi-Cola
General Bottlers of Princeton, Inc. (“Princetonco”).  Effective upon the transfer of Princetonco to
White Co., Inc., a subsidiary of The Pepsi Bottling Group, Inc., Princetonco
shall cease to be an Employer for purposes of the Plan, as follows:


 


(1)           All benefit
accruals with respect to each employee of Princetonco who is a Participant
shall cease.


 


(2)           Notwithstanding
any term or provision of the Plan to the contrary: (A) the transfer of
Princetonco to White Co., Inc. shall not result in a Termination of Employment
for an Employee of Princetonco, nor shall it constitute an event resulting in a
distribution from the Plan; and (B) a Termination of Employment shall be deemed
to occur when such individual ceases to be an employee of The Pepsi Bottling
Group, Inc. and its commonly controlled entities (within the meaning of Section
414(b) of the Code).


 


(3)           Pursuant to
the terms of the Whitman Transfers Employee Benefits Agreement between Whitman
Corporation and White Co., Inc. dated as of March 19, 1999 (the “Agreement”),
the Accrued Benefit of each “Transferred Individual” (as defined in the
Agreement) shall be transferred, as provided in such Agreement, to the “PepsiCo
Savings Plan” (as defined in the Agreement) and assets equal to such Accrued
Benefit as of the same date (“Transfer Date”) shall be transferred in cash from
the Whitman Corporation Defined Contribution Master Trust to the related trust
for such PepsiCo Savings Plan; provided, however, if a Participant has
outstanding a promissory note payable to the Plan, such note shall be
substituted for cash in an amount equal to principal and accrued interest on
such Transfer Date.


 


(4)           Notwithstanding
any term or provision of the Plan to the contrary, prior to the Transfer Date,
each Transferred Individual (or their Alternate Payees pursuant to a QDRO)
shall be treated as an Employee for purposes of: (A) eligibility for, or
repayment of, a loan described in Article IX; or (B) making a withdrawal from the
Plan described in Article X.


 


(e)           Pepsi-Cola
General Bottlers of Virginia, Inc. (“Marionco”).  Effective upon the transfer of Marionco to
White Co., Inc., a subsidiary of The Pepsi Bottling Group, Inc., Marionco shall
cease to be an Employer for purposes of the Plan, as follows:


 


(1)           All benefit
accruals with respect to each employee of Marionco who is a Participant shall
cease.


 


(2)           Notwithstanding
any term or provision of the Plan to the contrary: (A) the transfer of Marionco
to White Co., Inc. shall not result in a Termination of Employment for an
Employee of Marionco, nor shall it constitute an event resulting in a
distribution from the Plan; and (B) a Termination of Employment


 


89





















 


shall
be deemed to occur when such individual ceases to be an employee of The Pepsi
Bottling Group, Inc. and its commonly controlled entities (within the meaning
of Section 414(b) of the Code).


 


(3)           Pursuant to
the terms of the Whitman Transfers Employee Benefits Agreement between Whitman
Corporation and White Co., Inc. dated as of March 19, 1999 (the “Agreement”),
the Accrued Benefit of each “Transferred Individual” (as defined in the
Agreement) shall be transferred, as provided in such Agreement, to the “PepsiCo
Savings Plan” (as defined in the Agreement) and assets equal to such Accrued
Benefit as of the same date (“Transfer Date”) shall be transferred in cash from
the Whitman Corporation Defined Contribution Master Trust to the related trust
for such PepsiCo Savings Plan; provided, however, if a Participant has
outstanding a promissory note payable to the Plan, such note shall be
substituted for cash in an amount equal to principal and accrued interest on
such Transfer Date.


 


(4)           Notwithstanding
any term or provision of the Plan to the contrary, prior to the Transfer Date,
each Transferred Individual (or their Alternate Payees pursuant to a QDRO)
shall be treated as an Employee for purposes of: (A) eligibility for, or
repayment of, a loan described in Article IX; or (B) making a withdrawal from
the Plan described in Article X.


 


(f)            Delta
Beverage Group, Inc. Retirement Plan.  Effective as of July 1, 2001, the assets and
liabilities representing the accrued benefits of an Employee or former Employee
who is a Participant in the Delta Beverage Group, Inc. Retirement Plan (the
“Delta Plan”) immediately prior to July 1, 2001 and who, on and after July 1,
2001 will not be eligible to participate in the Delta Plan (or, if a former
Employee, would not be eligible to participate in the Delta Plan if such person
were an Employee) because such individual will not be an Eligible Employee,
shall be transferred to the Plan.


 


(g)           PepsiAmericas,
Inc. Employees Retirement Plan. 
Effective as of October 1, 2001, the assets and liabilities representing
the accrued benefits of an Employee or former Employee who is a Participant in
the PepsiAmericas, Inc. Employees Retirement Plan (the “Dakota Plan”)
immediately prior to October 1, 2001 and who, on and after October 1, 2001 will
not be eligible to participate in the Dakota Plan (or, if a former Employee,
would not be eligible to participate in the Dakota Plan if such person were an
Employee) because such individual will not be an Eligible Employee, shall be
transferred to the Plan.


 


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ARTICLE XIX


 


Special Top-Heavy Rules


 


19.01      Application of Article XIX


 


This Article XIX will
apply only if the Plan is Top-Heavy, as defined below.  If, as of any Top-Heavy Determination
Date, as defined below, the Plan is Top-Heavy, the provisions of Section
19.4 will take effect as of the first day of the Plan Year next following the
Top-Heavy Determination Date and will continue to be in effect until the
first day of any subsequent Plan Year following a Top-Heavy Determination
Date as of which it is determined that the Plan is no longer Top-Heavy.


 


19.02      Definitions Concerning Top-Heavy Status


 


In addition to the
definitions set forth in Article I, the following definitions will apply for
purposes of this Article XIX, and will be interpreted in accordance with the
provisions of Section 416 of the Code:


 


(a)           Aggregation
Group - a group of Company Plans consisting of each Company
Plan in the Required Aggregation Group and each other Company Plan selected by
the Company for inclusion in the Aggregation Group that would not, by its
inclusion, prevent the group of Company Plans included in the Aggregation Group
from continuing to meet the requirements of Sections 401(a)(4) and 410 of the
Code.


 


(b)           Annual
Compensation - compensation for a calendar year
within the meaning of Treasury Regulation Section 1.415-2(d)(11)(ii) to
the extent that such compensation does not exceed the annual compensation limit
in effect for the calendar year under Section 401(a)(17) of the Code.


 


(c)           Company Plan - any
plan of any Commonly Controlled Entity that is, or that has been determined by
the Internal Revenue Service to be, qualified under Section 401(a) or 403(a) of
the Code.


 


(d)           Key Employee - any
employee of any Commonly Controlled Entity who satisfies the criteria set forth
in Section 416(i)(1) of the Code.


 


(e)           Required
Aggregation Group - one or more Company Plans
comprising each Company Plan in which a Key Employee is a participant and each
Company Plan that enables any Company Plan in which a Key Employee is a
participant to meet the requirements of Section 401(a)(4) or 410 of the Code.


 


(f)            Top-Heavy - the
Plan is included in an Aggregation Group under which, as of the Top-Heavy
Determination Date, the sum of the actuarial present value of the cumulative
accrued benefits for Key Employees under all defined benefit plans in the
Aggregation Group and the aggregate of the accounts of Key Employees under all
defined contribution plans in the Aggregation Group exceeds sixty percent (60%)
of the


 


91





















 


analogous
sum determined for all employees.  The
determination of whether the Plan is Top-Heavy will be made in accordance
with Section 416(g)(2)(B) of the Code.


 


(g)           Top-Heavy
Determination Date - the December 31 immediately
preceding the Plan Year for which the determination is made.


 


(h)           Top-Heavy
Ratio - the percentage calculated in accordance with
subparagraph (f), above, and Section 416(g)(2) of the Code.


 


(i)            Top-Heavy
Year - a Plan Year for which the Plan is Top-Heavy.


 


19.03      Calculation of Top-Heavy Ratio


 


The Top-Heavy
Ratio with respect to any Plan Year will be determined in accordance with the
following rules:


 


(a)           Determination
of Accrued Benefits. 
The accrued benefit of any current Participant will be calculated, as of
the most recent valuation date that is within a 12-month period ending on
the Top-Heavy Determination Date, as if the Participant had voluntarily
terminated employment as of such valuation date.  Such valuation date will be the same
valuation date used for computing Plan costs for purposes of the minimum
funding provisions of Section 412 of the Code. 
Unless, as of the valuation date, the Plan provides for a
nonproportional subsidy, the actuarial present value of the accrued benefit
will reflect a retirement income commencing at age 65 (or attained age, if
later).  If, as of the valuation date,
the Plan provides for a nonproportional subsidy, the benefit will be assumed to
commence at the age at which the benefit is most valuable.  The present values of accrued benefits and
the amounts of account balances of an employee as of the Top-Heavy
Determination Date will be increased by the distributions made with respect to
the employee under the Plan and any plan aggregated with the plan under Section
416(g)(2) of the Code during the 1-year period ending on the Top-Heavy
Determination Date.  The preceding
sentence will also apply to distributions under a terminated plan which, had it
not been terminated, would have been aggregated with the plan under Section
416(g)(2)(A)(i) of the Code.  In the case
of a distribution made for a reason other than severance from service, death,
or disability, this provision will be applied by substituting “5-year period”
for “1-year period”.  The accrued benefits
and accounts of any individual who has not performed services for the employer
during the 1-year period ending on the determination date will not be taken
into account.  The accrued benefit of a
Participant other than a Key Employee shall be determined under (A) the method,
if any, that uniformly applies for accrual purposes under all defined benefit
plans maintained by the Employer, or (B) if there is no such method, as if such
benefit accrued not more rapidly than the slowest accrual rate permitted under
the fractional rule of Section 411(b)(1)(C) of the Code.


 


(b)           Aggregation.  The Plan will be aggregated with all Company
Plans included in the Aggregation Group.


 


92





















 


19.04      Effect of Top-Heavy Status


 


(a)           Minimum
Contribution. 
Notwithstanding Article IV, as of the last day of each Top-Heavy
Year, the Employer will make, for each Participant: (i) the contributions it
otherwise would have made under the Plan for such Top-Heavy Year; or, if
greater, (ii) contributions for such Top-Heavy Year that, when added to
the contributions made by the Employer for such Participant (and any
forfeitures allocated to his or her Accounts) for such Top-Heavy Year
under all other defined contribution plans of any Commonly Controlled Entity,
aggregate three percent (3%) of his or her Annual Compensation; provided, that
the Plan will meet the requirements of this subsection (a) without taking into
account Pre-Tax Contributions or other employer contributions
attributable to a salary reduction or similar arrangements. Employer matching
contributions shall be taken into account for purposes of satisfying the
minimum contribution requirements of Section 416(c)(2) of the Code and the
Plan.  The preceding sentence shall apply
with respect to matching contributions under the Plan or, if the Plan provides
that the minimum contribution requirement shall be met in another plan, such
other plan.  Employer matching
contributions that are used to satisfy the minimum contribution requirements shall
be treated as matching contributions for purposes of the actual contribution
percentage test and other requirements of Section 401(m) of the Code, with
respect to Employees other than Key Employees.


 


(b)           Inapplicability
to Union Employees. 
The preceding provisions of this Section 19.4 will not apply with
respect to any employee included in a unit of employees covered by an agreement
that the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and the Employer, if there is evidence that
retirement benefits were the subject of good faith bargaining between such
employee representatives and the Employer.


 


19.05      Effect of Discontinuance of Top-Heavy Status


 


If, for any Plan Year
after a Top-Heavy Year, the Plan is no longer Top-Heavy, the
provisions of Section 19.4 will not apply with respect to such Plan Year.


 


19.06      Intent of Article XIX


 


This Article XIX is
intended to satisfy the requirements imposed by Section 416 of the Code and
will be construed in a manner that will effectuate this intent.  This Article XIX will not be construed in a
manner that would impose requirements on the Plan that are more stringent than
those imposed by Section 416 of the Code.


 


93





















 


ARTICLE XX


 


Miscellaneous Provisions


 


20.01      Assignment and Alienation


 


As provided by Section
401(a)(13) of the Code and to the extent not otherwise required by law, no
benefit provided by the Plan may be anticipated, assigned or alienated, except:


 


(a)           to create,
assign or recognize a right to any benefit with respect to a Participant
pursuant to a QDRO, or


 


(b)           to use a
Participant’s vested Account balance as security for a loan from the Plan which
is permitted pursuant to Section 4975 of the Code.


 


20.02      Protected Benefits


 


All benefits which are
protected by the terms of Section 411(d)(6) of the Code and Section 204(g) of
ERISA which cannot be eliminated without adversely affecting the qualified
status of the Plan on and after the Effective Date, shall be provided under
this Plan to Participants for whom such benefits are protected.  The Administrator shall cause such benefits
to be determined and the terms and provisions of the Plan immediately prior to
the Effective Date are incorporated herein by reference and made a part hereof,
but only to the extent such terms and provisions are so protected.  Otherwise, they shall operate within the
terms and provisions of this Plan, as determined by the Administrator.


 


20.03      Plan Does Not Affect Employment Rights


 


The Plan does not
provide any employment rights to any Employee. 
The Employer expressly reserves the right to discharge an Employee at
any time, with or without cause, without regard to the effect such discharge
would have upon the Employee’s interest in the Plan.


 


20.04      Deduction of Taxes from Amounts Payable


 


The Custodian shall
deduct from the amount to be distributed such amount as the Custodian, in its
sole discretion, deems proper to protect the Custodian and the Plan’s assets
held under the Custodial Agreement against liability for the payment of death,
succession, inheritance, income, or other taxes, and out of money so deducted,
the Custodian may discharge any such liability and pay the amount remaining to
the Participant, the Beneficiary or the deceased Participant’s estate, as the
case may be.


 


20.05      Facility of Payment


 


If a Participant or
Beneficiary is declared an incompetent or is a minor and a conservator,
guardian, or other person legally charged with his or her care has been


 


94





















 


appointed,
any benefits to which such Participant or Beneficiary is entitled shall be
payable to such conservator, guardian, or other person legally charged with his
or her care.  The decision of the
Administrator in such matters shall be final, binding, and conclusive upon the
Employer and the Custodian and upon each Employee, Participant, Beneficiary,
and every other person or party interested or concerned.  An Employer, the Custodian and the
Administrator shall not be under any duty to see to the proper application of
such payments.


 


20.06      Source of Benefits


 


All benefits payable
under the Plan shall be paid or provided for solely from the Plan’s assets held
under the Custodial Agreement and the Employers assume no liability or
responsibility therefor.


 


20.07      Indemnification


 


To the extent permitted
by law, each Employer shall indemnify and hold harmless each member (and former
member) of the Board of Directors, the Senior Vice President, the Administrator
(and each former Administrator), the Management Committee (and each former
member of the Management Committee), and each officer and employee (and each
former officer and employee) of an Employer to whom are (or were) delegated
duties, responsibilities, and authority with respect to the Plan against all
claims, liabilities, fines and penalties, and all expenses reasonably incurred
by or imposed upon him or her (including but not limited to reasonable attorney
fees and amounts paid in any settlement relating to the Plan) by reason of his
or her service under the Plan if he or she did not act dishonestly, with gross
negligence, or otherwise in knowing violation of the law under which such
liability, loss, cost or expense arises. 
This indemnity shall not preclude such other indemnities as may be
available under insurance purchased or provided by an Employer under any by-law,
agreement, or otherwise, to the extent permitted by law.  Payments of any indemnity, expenses or fees
under this Section shall be made solely from assets of the Employer and shall
not be made directly or indirectly from the assets of the Plan.


 


20.08      Reduction for Overpayment


 


The Administrator shall,
whenever it determines that a person has received benefit payments under this
Plan in excess of the amount to which the person is entitled under the terms of
the Plan, make two reasonable attempts to collect such overpayment from the
person.


 


20.09      Limitation on Liability


 


No Employer nor any
agent or representative of any Employer who is an employee, officer, or
director of an Employer in any manner guarantees the assets of the Plan against
loss or depreciation, and to the extent not prohibited by federal law, none of
them shall be liable (except for his or her own gross negligence or willful
misconduct), for any act or failure to act, done or omitted in good faith, with
respect to


 


95





















 


the
Plan.  No Employer shall be responsible
for any act or failure to act of any Custodian appointed to administer the
assets of the Plan.


 


20.10      Company Merger


 


In the event any
successor corporation to the Company, by merger, consolidation, purchase or
otherwise, shall elect to adopt the Plan, such successor corporation shall be
substituted hereunder for the Company upon filing in writing with the Custodian
its election so to do.


 


20.11      Employees’ Trust


 


The Plan and Custodial
Agreement are created for the exclusive purpose of providing benefits to the
Participants in the Plan and their Beneficiaries and defraying reasonable expenses
of administering the Plan, and the Plan and Custodial Agreement shall be
interpreted in a manner consistent with their being, respectively, a Plan
described in Sections 401(a), 401(k) and 401(m) of the Code and Custodial
Agreements exempt under Section 501(a) of the Code.  At no time shall the assets of the Plan be
diverted from the above purpose.


 


20.12      Gender and Number


 


Except when the context
indicates to the contrary, when used herein, masculine terms shall be deemed to
include the feminine, and singular the plural.


 


20.13      Invalidity of Certain Provisions


 


If any provision of this
Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof and the Plan
shall be construed and enforced as if such provisions, to the extent invalid or
unenforceable, had not been included.


 


20.14      Headings


 


The headings or articles
are included solely for convenience of reference, and if there is any conflict
between such headings and the text of this Plan, the text shall control.


 


20.15      Uniform and Nondiscriminatory Treatment


 


Any discretion
exercisable hereunder by an Employer, the Senior Vice President, the
Administrator, or the Management Committee shall be exercised in a uniform and
nondiscriminatory manner.


 


20.16      Notice and Information Requirements


 


Except as otherwise
provided in this Plan or in the Custodial Agreement or as otherwise required by
law, the Employer shall have no duty or obligation to affirmatively


 


96





















 


disclose
to any Participant or Beneficiary, nor shall any Participant or Beneficiary
have any right to be advised of, any material information regarding the
Employer, at any time prior to, upon or in connection with the Employer’s
purchase, or any other distribution or transfer (or decision to defer any such
distribution) of any Company Stock or any other stock held under the Plan.


 


20.17      Military Service


 


Notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in
accordance with Section 414(u) of the Code.


 


20.18      Law Governing


 


The Plan shall be
construed and enforced according to the laws of the state in which the Trust is
located, to the extent not preempted by ERISA.


 


Executed this 22nd
day of December, 2005.


 


	
   

  	
  PepsiAmericas, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Anne D. Sample

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Human Resources

  
				



 


97





















 


APPENDIX
1.54


 


INVESTMENT FUNDS


 


Investment
Funds


 


The Investment Funds
offered to Participants and Beneficiaries as of January 1, 2003, based upon
share accounting, are:


 


Tier 1


Lifestyle Investment
Options:


Fidelity Freedom Income
Fund


Fidelity Freedom 2000
Fund


Fidelity Freedom 2010
Fund


Fidelity Freedom 2020
Fund


Fidelity Freedom 2030
Fund


Fidelity Freedom 2040
Fund


Tier 2


Core Investment Options:


Invesco Institutional
(PRIMCO) Stable Value Fund


Barclays US Debt Index
Fund


PRIMCO Total Return Fund


Fidelity Dividend Growth
Fund


SsgA S& P 500 Index
Fund


Barclays Extended Market
Index Fund


Wellington Trust Mid-Cap
Opportunities Portfolio


Fidelity Small Company
Commingles Pool


Fidelity Diversifies
International Fund


PepsiAmericas, Inc.
Stock Fund


Tier 3


Mutual Fund Window


A variety of mutual
funds with a more narrowly defined focus and investment objective.


Tier 4


Self Directed Brokerage


Fidelity BrokerageLink,
a retail-type brokerage account offering Participants the option of investing
in an even wider range of vehicles, including individual stocks, bonds, CDs,
mutual funds and more.


 


Tier 5


Company Stock


 


Default


 


If a Participant hired
prior to January 1, 2006 does not make an Investment Election, the
Participant’s Election will be deemed to be 100% in the Invesco Institutional
(PRIMCO) Stable Value Fund.  For a
Participant hired on or after January 1, 2006,


 





















 


who
does not make an Investment Election, such Participant’s Election will be
deemed to be 100% in the Lifestyle Investment Option for the retirement year
closest to the year in which such Participant shall attain Normal Retirement
Age.


 





















 


APPENDIX
2.01(f)


 


CIC
PARTICIPATION


 


Effective January 10,
2005, Employees who were participants in the 40(k) plan sponsored by Central
Investment Corporation (“CIC”) shall become Participants in the Plan, subject
to the provisions in this Appendix 2.01(f). 
Notwithstanding any provision in the Plan to the contrary, the non-union
employees of CIC (“CIC Employees”) shall participate in the Plan subject to all
the terms and conditions of the Plan, except as provided below:


 


(a)           CIC
Employees who are regular, full-time Employees or regular part-time non-union
Employees scheduled to work thirty (30) or more Hours of Service per week will
become a Participant in the Plan on the day he or she has completed twelve (12)
consecutive months of service with the Employer, in lieu of the requirement
provided in Section 2.01(a)(2) of the Plan.


 


(b)           CIC
Employees shall not be eligible for Formula Based Contributions, as provided in
Section 4.03 of the Plan.


 


(c)           CIC
Employees who are compensated on a salaried basis shall cease participation in
the Plan on December 31, 2005.


 


(d)           CIC
Employees shall be subject to the following vesting schedule on Matching
Accounts, in lieu of the schedule provided in Section 8.03(a) of the Plan:


 


	
  Years
  of Vesting Service

  	
   

  	
  Nonforfeitable Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less
  than 3 years

  	
   

  	
  0

  	
  %

  
	
  3
  years or more

  	
   

  	
  100

  	
  %

  



 


CIC Employees who
continue to participate in the Plan after December 31, 2005 shall participate
in the Plan without regard to this Appendix, and the provisions of the Plan
shall apply.


 





















 


APPENDIX
17.1


 


ADOPTION
AGREEMENTS


 


This Appendix 17.1
contains several adoption agreements each of which specify, with respect to the
employees identified in each, the applicable terms of the Plan for a designated
period of time.


 





















 


PepsiAmericas, Inc. Adoption Agreements
for


 


Hourly Retirement Savings Plan


 


1-1-01 Restatement


 


 


Beloit, Wisconsin (579)


Bowling Green, Kentucky (783)


Carroll, Iowa (271)


Carroll, Iowa (440)


Chicago, Illinois (134)


Cincinnati, Ohio (1199)


Danville, Illinois (134)


Des Moines & Marshalltown, Iowa (90)


Evansville, Indiana (215)


Fort Dodge, Iowa (6)


Fort Wayne Bottlers (414)


Gurnee, Illinois (301)


Kankakee, Illinois (744)


Kansas City & Olathe, Kansas (838)


Kenosha, Wisconsin (43)


Lima, Ohio (908)


Louisville, Kentucky (783)


Milwaukee, Wisconsin (344)


Morton (formerly Peoria), Illinois (627)


Munster, Indiana (142)


New Philadelphia, Ohio (92)


Sedalia, Missouri (534)


South Bend, Indiana (364)


St. Joseph, Missouri (125)


Waterloo, Iowa (431)


 





















 


PEPSIAMERICAS,
INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT

JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR
PEPSI-COLA
GENERAL BOTTLERS, INC.

UNION HOURLY EMPLOYEES

BELOIT, WISCONSIN


 


This adoption agreement
is effective as of March 23, 2005 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Beloit, Wisconsin facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)

  	
  is a Non-Union Employee
  paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #579.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     , subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
                   %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS, INC.

UNION HOURLY EMPLOYEES

BOWLING GREEN, KENTUCKY


 


Represented by Union Local 783


 


This adoption agreement is effective as
of October 4, 2004 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means base
  pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Bowling Green, Kentucky facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Teamsters Local No. 783, affiliated with the International Brotherhood
  of Teamsters, Chauffeurs, Warehousemen and Helpers of America.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of
  Compensation         2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount               $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS OF IOWA, INC.

UNION HOURLY EMPLOYEES

CARROLL, IOWA


 


Local 271


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Carroll, Iowa facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  United Food and Commercial Workers Local 271.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Iowa, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        , subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation  50%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount           $2

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 2% of compensation.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


2.                                       Vesting
Service.


 


Effective January 1, 1997, each Eligible
Employee who is a Participant on January 1, 1997, will have recognized as
Vesting Service by this Plan the greater of (1) all service recognized by
the Merged Plan as of January 1, 1997, or (2) the Vesting Service
otherwise recognized by this Plan without this provision.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF IOWA, INC.


UNION
HOURLY EMPLOYEES


CARROLL,
IOWA


 


This
adoption agreement is effective as of November 7, 2004 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Carroll, Iowa facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  United Food & Commercial Workers, Local Union #440.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers of Iowa, Inc.

  
	
   

  	
   

  
	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
					



 





















 


	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of $        ,
  up to a maximum of $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
	
   

  	
   

  
	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
							



 


2





















 


	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        , subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
                   %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 2% of the Participant’s
  Compensation, excluding prizes and awards

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


3





















 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT

JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR
PEPSI-COLA
GENERAL BOTTLERS OF ILLINOIS, INC.

UNION HOURLY EMPLOYEES

CHICAGO, ILLINOIS


 


Represented
by Union Local No. 134


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective bargaining
  agreement between the Employer and the Union at the Employer’s Chicago,
  Illinois facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means the
  International Brotherhood of Electrical Workers Local Union #134.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation       2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount           $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General Hardship,
401(k) Hardship, and Participants who are over age 591⁄2 or are Disabled, and
Unrestricted Withdrawals are permitted from each Account listed under such
withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


CINCINNATI,
OHIO


 


Represented by Union Local No. 1199


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Cincinnati, Ohio or Erlanger, Kentucky facilities.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  Teamsters Local 1199 International Brotherhood of Teamsters, Chauffeurs,
  Warehousemen and Helpers of America (Production and Maintenance Employees,
  including Unloaders and Loaders of Route and Transport Trucks) and Local
  1199, Soft Drink Drivers & Helpers, Vending Drivers &
  Allied Workers & Employees, Affiliated with The International
  Brotherhood of Teamsters, Chauffeurs, Warehouseman and Helpers of America.

  



 





















 


	
  1.35

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  
	
   

  	
   

  
	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
						



 


2





















 


	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     , subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of
  Compensation             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
									



 


3





















 


	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF INDIANA, INC.


UNION
HOURLY EMPLOYEES


DANVILLE,
ILLINOIS


 


Represented by Union Local No. 134


 


This adoption agreement is effective as of January 1, 2000 or as
otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Danville, Illinois facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  Chauffeurs, Teamsters & Helpers Local Union #26.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers of Indiana, Inc. (this location was formerly
  part of Pepsi-Cola General Bottlers, Inc.)

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation        2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General Hardship,
401(k) Hardship, and Participants who are over age 591⁄2 or are Disabled, and
Unrestricted Withdrawals are permitted from each Account listed under such
withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF IOWA, INC.


UNION
HOURLY EMPLOYEES


DES MOINES
OR MARSHALLTOWN, IOWA


 


Represented
by Union Local No. 90


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Marshalltown, Iowa facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Union Local No. 90, Affiliated with the International Brotherhood of
  Teamsters, Chauffeurs, Warehousemen and Helpers of America.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Iowa, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 1% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is       , subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of
  Compensation            

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount           $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF INDIANA, INC.


UNION
HOURLY EMPLOYEES


EVANSVILLE,
INDIANA


 


Represented
by Union Local No. 215


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Evansville, Indiana or Owensboro, Kentucky facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Chauffeurs, Teamsters and Helpers, Local Union #215.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of $          ,
  up to a maximum of
  $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     , subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of
  Compensation                          

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General Hardship,
401(k) Hardship, and Participants who are over age 591⁄2 or are Disabled, and
Unrestricted Withdrawals are permitted from each Account listed under such
withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF IOWA, INC.


UNION
HOURLY EMPLOYEES


FORT
DODGE, IOWA


 


Represented
by Union Local No. 6


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Fort Dodge, Iowa facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  United Food & Commercial Workers Local 6.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means Pepsi-Cola
  General Bottlers of Iowa, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
	
   

  	
   

  
	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
							



 


2





















 


	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation       2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: Two percent (2%) of Compensation.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service;
  provided, however, that portion of the Formula Based Account which is
  attributable to assets merged into this Plan from the Lou Gen Ltd. Profit
  Sharing Plan shall be 100% vested and nonforfeitable.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


PLAN MERGER


 


1.                                       Accounts.


 


Effective January 1, 1997, the account
balance held in the Lou Gen Ltd. Profit Sharing Plan (“Merged Plan”) of each
person on January 1, 1997, will be merged into this Plan and made a part
of each such Participant’s, or Beneficiary’s as the case may be, Account, and
there is added the following Account:


 


“QVEC Account” which means a Participant’s
interest in the Plan’s assets composed of the amount allocated under the Plan,
as of January 1, 1997, if any (as identified by the Administrative
Committee), an amount allocated from the Lou Gen Ltd. Profit Sharing Plan as of
January 1, 1997, if any, which continues to be accounted for under the
Plan (as identified by the Administrative Committee), plus all income and gains
credited to, and minus all losses, expenses, withdrawals and distributions
charged to such Account.


 


2.                                       Vesting
Service.


 


Effective January 1, 1997, each Eligible
Employee who is a Participant on January 1, 1997, will have recognized as
Vesting Service by this Plan the greater of (1) all service recognized by
the Merged Plan as of January 1, 1997, or (2) the Vesting Service
otherwise recognized by this Plan without this provision.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF INDIANA, INC.


UNION
HOURLY EMPLOYEES


FORT WAYNE
BOTTLERS


 


Represented
by Union Local No. 414


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Fort Wayne Bottlers facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Local No. 414, Affiliated with the International Brotherhood of
  Teamsters.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Indiana, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation       2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount           $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: $11.00 per week ($12.00 effective
                  ;
  $13.00 effective 4/15/96; $14.00 effective 4/14/97; $15.00 effective 4/20/98;
  $16.00 effective 4/19/99) in which the Participant works at least two (2) days.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS, INC.

UNION HOURLY EMPLOYEES

GURNEE, ILLINOIS


 


Represented
by Local No. 301


 


This
adoption agreement is effective as of October 4, 2004 or as otherwise indicated
below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Gurnee, Illinois facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Chauffeurs, Teamsters and Helpers Local No. 301, An Affiliate of the
  International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers
  of America.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service earned
  prior to the date the Employee’s Employer became a Commonly Controlled Entity
  will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation  2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: $12.00 per week ($13.50 effective
  5/2/94; $14.50 effective 4/29/96) in which the Participant works more than 2
  days.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS, INC.

UNION HOURLY EMPLOYEES

KANKAKEE, ILLINOIS


 


Represented
by Union Local No. 744


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Kankakee, Illinois facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Beer, Soft Drinks, Water, Fruit Juice, Carbonic Gas, Liquor Sales Drivers,
  Helpers, Inside Workers, Bottlers, Warehousemen; School, Sightseeing, Charter
  Bus Drivers, General Promotional Employees of Affiliated Industries, Local
  Union No. 744, of Chicago and Vicinity, affiliated with the
  International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers
  of America and Beer, Soft Drinks, Water, Carbonic Gas & Liquor Sales
  Drivers, Helpers, Inside Workers, Bottlers, Warehousemen & General
  Promotional Representatives, Local Union No. 744, of Chicago and
  Vicinity, Affiliated with the International Brotherhood of Teamsters,
  Chauffeurs, Warehousemen and Helpers of America.

  



 





















 


	
  1.35

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  
	
   

  	
   

  
	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
						



 


2





















 


	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation  2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount           $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
									



 


3





















 


	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  $8.75 per week ($9.75 effective 5/1/95; $10.75 effective 4/29/96;
  $11.00 effective 4/26/99; $11.25 effective 5/1/00; $11.50 effective 4/30/01)
  in which the Participant works at least two (2) days.

  



 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS OF KANSAS, INC.

UNION HOURLY EMPLOYEES

KANSAS CITY OR OLATHE, KANSAS


 


Represented
by Union Local No. 838


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Kansas City or Olathe, Kansas facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Warehouse, Mail Order, Ice, Cold Storage, Soft Drink, Waste Paper,
  Distribution Workers, Egg Breakers, Candlers, Miscellaneous Drivers and
  Helpers, Local Union No. 838.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 1% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     , subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation     

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount             $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed under
such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT

JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS OF WISCONSIN, INC.

UNION HOURLY EMPLOYEES

KENOSHA, WISCONSIN (OUTSIDE)


 


This
adoption agreement is effective as of April 29, 2001 or as otherwise indicated
below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  effective as of June
  1, 2001, is an Employee employed by the Employer and is represented by the
  current collective bargaining agreement between the Employer and the Union at
  the Employer’s Kenosha, Wisconsin facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  Teamsters, Chauffeurs & Helpers Local Union No. 43, Racine,
  Wisconsin.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
							



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     , subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
             

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT

JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS OF OHIO, INC.

UNION HOURLY EMPLOYEES

LIMA, OHIO


 


Represented
by Union Local No. 908


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Lima, Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Truck Drivers, Warehousemen and Helpers Union, Local 908, International
  Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation       2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  $3.00 per week ($4.50 effective 1/30/95; $5.00 effective 2/3/97; $6.00
  effective 2/2/98; $7.00 effective 2/1/99; $8.00 effective 1/1/00; $9.00
  effective 2/5/01; $10.00 effective 2/4/02) in which the Participant makes a
  Pre-Tax Contribution of at least two percent (2%) of his or her Compensation.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


LOUISVILLE,
KENTUCKY


 


Represented
by Union Local No. 783


 


This adoption agreement is effective as of January 1, 2000 or as
otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Louisville, Elizabethtown or Lebanon, Kentucky facilities.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Teamsters Local Union No. 783, Affiliated with International Brotherhood
  of Teamsters, Chauffeurs, Warehousement and Helpers of America.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 1% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:                                                       .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     , subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  $.65 per Hour of Service described in subparagraph 1.43(a)(1) of
  the Plan up to a maximum of 40 hours per week; $.70 per such hour effective
  2/20/95; $.75 per such hour effective 2/19/96; $30.00 per week if Participant
  works more than 3 days as of 2/16/97.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


MILWAUKEE,
WISCONSIN


 


Represented
by Union Local No. 344


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Milwaukee, Wisconsin facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Teamsters Local Union No. 344, Sales and Service Industries, Milwaukee,
  Wisconsin.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Wisconsin, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation  2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  $2.00 per week effective 4/12/98; $4.00 per week effective 4/5/99;
  $6.00 per week effective 4/3/00; $8.00 per week effective 4/8/02.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS, INC.


HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT AND RESTATEMENT


JANUARY 1, 2005


 


ADOPTION AGREEMENT FOR


PEPSI-COLA GENERAL BOTTLERS, INC.


UNION HOURLY EMPLOYEES


MORTON (FORMERLY PEORIA),
ILLINOIS


 


Represented by Union Local No. 637


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Morton (formerly Peoria), Illinois facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Teamsters Local Union No. 627, affiliated with the International
  Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  ý

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation 2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  $2.00 per week effective 11/17/97; $4.00 per week effective 11/16/98;
  $6.00 per week effective 11/15/99; $8.00 per week effective 11/20/00; $10.00
  per week effective 11/19/01.

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT

JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS, INC.

UNION HOURLY EMPLOYEES

MUNSTER, INDIANA


 


Represented
by Union Local No. 142


 


This
adoption agreement is effective as of January 1, 2000 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Munster, Indiana facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  General Drivers, Warehousemen and Helpers Union Local No. 142 and
  Driver-Salesmen Drivers, Helpers, Maintenance and Repairmen, Lake County,
  Indiana and Vicinity Local No. 142.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
							



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        , subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.

HOURLY RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT

JANUARY 1, 2005


 


ADOPTION
AGREEMENT FOR

PEPSI-COLA GENERAL BOTTLERS OF OHIO, INC.

UNION HOURLY EMPLOYEES

NEW PHILADELPHIA, OHIO


 


This adoption agreement is effective as
of October 4, 2004 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An Employee
  is an Eligible Employee if he or she satisfies the definition of Eligible
  Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s New
  Philadelphia, Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  General Truck Drivers and Helpers, Local Union #92.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a maximum
  of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is       %, subject to a maximum
  as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation           %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount            $

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


SEDALIA,
MISSOURI


 


Represented
by Union Local No. 534


 


This adoption agreement is effective as of January 1, 2000 or as
otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Sedalia, Missouri facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  General Truck Drivers and Helpers, Local 534.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            , $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50% subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation 2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
               

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF INDIANA, INC.


UNION
HOURLY EMPLOYEES


SOUTH
BEND, INDIANA


 


This adoption agreement is effective as
of October 6, 2004 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  South Bend, Indiana facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #364.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Indiana, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is          ,
  subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


ST.
JOSEPH, MISSOURI


Represented
by Union Local No. 125


 


This adoption agreement is effective as
of January 1, 2000 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s St.
  Joseph’s, Missouri facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means Local
  125, Retail, Wholesale and Department Store Union, Affiliated with AFL-CIO.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  ý

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 1% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes (Prior
  to May 2, 1999)

  
	
   

  	
   

  	
   

  	
  ý No (Matching
  contributions are no longer available on or after May 2, 1999)

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation      2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF IOWA, INC.


UNION
HOURLY EMPLOYEES


Waterloo,
Iowa


Represented
by Union Local No. 431


 


This adoption agreement is effective as of April 1, 2000 or as
otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee employed
  by the Employer and is represented by the current collective bargaining
  agreement between the Employer and the Union at the Employer’s Waterloo, Iowa
  facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  United Food & Commercial Workers International Union, AFL-CIO, District
  Local #431.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers of Iowa, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
							



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax Contributions
  is       %, subject to a maximum as identified
  in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $          

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PepsiAmericas,
Inc. Adoption Agreements for


Hourly
Retirement Savings Plan


1-1-01
Restatement


 


Ashtabula/Youngstown, Ohio (377)


Bloomington, Indiana (135)


Cleveland/Twinsburg, Ohio (293)


Cleveland/Twinsburg, Ohio (Twinsburg – no matching contribution) (1164)


Cleveland/Twinsburg, Ohio (Twinsburg – matching contribution) 1164)


Dayton/Springfield, Ohio (957)


Elyria, Ohio (1164)


Indianapolis, Indiana (135)


Pontoon Beach/Jerseyville, Illinois (St. Louis Gateway) (525)


Pevely, Missouri (St. Louis) (688)


Seymour, Indiana (1096)


St. Louis, Missouri (2)


St. Louis, Missouri (303)


St. Louis, Missouri (777)


St. Louis, Missouri (Office Workers) (303T)


Vincennes, Indiana (135)


Wadsworth, Ohio (293)


 





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


ASHTABULA/YOUNGSTOWN,
OHIO


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s Ashtabula
  or Youngstown, Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #377.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     %, subject to a maximum as
  identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation          %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF INDIANA, INC.


UNION
HOURLY EMPLOYEES


BLOOMINGTON,
INDIANA


 


This adoption agreement is effective as of May 21, 1999 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Bloomington, Indiana facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #135.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Indiana, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        %, subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
               

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


CLEVELAND/TWINSBURG,
OHIO


[Includes
CLWOH, CLOVH, TWIOH]


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Cleveland or Twinsburg, Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #293.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is          %,
  subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


CLEVELAND/TWINSBURG,
OHIO


[Twinsburg
Manufacturing – No Matching Contributions]


 


This
adoption agreement is effective as of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Cleveland or Twinsburg, Ohio facility; provided, however, effective January
  1, 2000, an Employee is no longer an Eigible Employee under this adoption
  agreement if the Employee elected to participate under the adoption agreement
  for this Union which provides a matching contribution.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Brewery Workers, Beer Bottlers and Soft Drink Workers, Local Union #1164.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  



 





















 


	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  
	
   

  	
   

  	
   

  
	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
							



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is         %, subject
  to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation         %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


CLEVELAND/TWINSBURG,
OHIO


[Twinsburg
Manufacturing – Matching Contribution]


 


This
adoption agreement is effective as of January 1, 2000 or as otherwise indicated
below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Cleveland or Twinsburg, Ohio facility, except that effective 1/1/00, an
  Employee is no longer an eligible Employee under this adoption agreement if
  that individual became an Employee prior to June 19, 1999 and failed to
  elect, during the month of December, 1999 and under procedures established by
  the Company to be a participation in the Plan on and after January 1, 2000.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  Brewery Workers, Beer Bottlers and Soft Drink Workers, Local Union #1164.

  



 





















 


	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  
	
   

  	
   

  
	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
							



 


2





















 


	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is 50%, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
        2%

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $          

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
									



 


3





















 


	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


DAYTON/SPRINGFIELD,
OHIO


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Dayton or Springfield, Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #957.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax Contributions
  is     %, subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation           %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


ELYRIA,
OHIO


 


This adoption agreement is effective as of May 21, 1999 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Elyria, Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union Employee
  paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #1164.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        %, subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation           %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount           $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
               

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF INDIANA, INC.


UNION
HOURLY EMPLOYEES


INDIANAPOLIS,
INDIANA


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Indianapolis, Indiana facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Chauffeurs, Teamsters, Warehousemen and Helpers, Local Union #135.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Indiana, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is          %,
  subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation           %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


PONTOON
BEACH/JERSEYVILLE, ILLINOIS


(St. Louis
Gateway)


 


This
adoption agreement is effective as of May 21, 1999 or as otherwise indicated
below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Pontoon Beach of Jerseyville, Illinois facility, except that no Employee who
  is employed by the Employer at Pontoon Beach will be an Eligible Employee
  under this adoption agreement on or after June 10, 2000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Teamsters, Chauffeurs, Warehousemen and Helpers, Local Union #525.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is         %, subject
  to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


PEVELY,
MISSOURI


(St.
Louis)


 


This adoption agreement is effective as of May 21, 1999 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Pevely, Missouri facility or on and after June 10, 2000, Pontoon Beach, Illinois.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #688.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
							



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is         %, subject
  to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $          

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


SEYMOUR,
INDIANA


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Seymour, Indiana facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  Retail, Wholesale and Department Store Union, AFL-CIO and its Local #1096.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     %, subject to a maximum as
  identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


ST. LOUIS,
MISSOURI


 


This adoption agreement is effective as of May 21, 1999 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s St.
  Louis, Missouri facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  operating Engineers, Union Local #2.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        %, subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation           %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount           $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
               

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


ST. LOUIS,
MISSOURI


(Local
Union #303)


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s St.
  Louis, Missouri facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means Local
  Union #303.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of $          ,
  up to a maximum of
  $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is          %,
  subject to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


ST. LOUIS,
MISSOURI


(Union
Local #777)


 


This
adoption agreement is effective as of May 21, 1999 or as otherwise indicated
below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s St.
  Louis, Missouri facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  District No. 9, International Association of Machinists and Aerospace
  Workers, Local Union #777.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is         %, subject
  to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount             $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
  

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


ST. LOUIS,
MISSOURI


(Office
Workers)


 


This adoption agreement is effective as of May 21, 1999 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  
	
  1.34

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  
	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s St.
  Louis, Missouri facility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  
	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #303T.

  
	
   

  	
   

  
	
  1.35

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  
	
  1.39

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
							



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is         %, subject
  to a maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation
             %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $          

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS, INC.


UNION
HOURLY EMPLOYEES


VINCENNES,
INDIANA


 


This adoption agreement is effective as
of May 21, 1999 or as otherwise indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s
  Vincennes, Indiana facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #135.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service. For
  purposes of Eligibility Service, an Employee’s Years of Service earned prior
  to the date the Eligible Employee’s Employer became a Commonly Controlled
  Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service. Vesting
  Service is modified by the following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý

  	
  Yes

  	
   

  
	
   

  	
   

  	
  o

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $          , up to a
  maximum of $          

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                         .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is     %, subject to a maximum as
  identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation            %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar
  amount              $        

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula:

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.  Participants will vest in their Matching
  and Formula Based Accounts (as applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4





















 


PEPSIAMERICAS,
INC.


HOURLY
RETIREMENT SAVINGS PLAN


 


AMENDMENT
AND RESTATEMENT


JANUARY 1,
2005


 


ADOPTION
AGREEMENT FOR


PEPSI-COLA
GENERAL BOTTLERS OF OHIO, INC.


UNION
HOURLY EMPLOYEES


WADSWORTH,
OHIO


 


This adoption agreement is effective as of May 21, 1999 or as otherwise
indicated below.


 


DEFINITIONS


 


	
  1.18(a)

  	
   

  	
  Compensation means
  base pay, overtime, commissions and shift differential.

  
	
   

  	
   

  	
   

  
	
  1.34

  	
   

  	
  Eligible Employee. An
  Employee is an Eligible Employee if he or she satisfies the definition of
  Eligible Employee as provided in the Plan and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ý

  	
  (a)

  	
  is an Employee
  employed by the Employer and is represented by the current collective
  bargaining agreement between the Employer and the Union at the Employer’s Wadsworth,
  Ohio facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  (b)

  	
  is a Non-Union
  Employee paid on an hourly basis by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Non-Union means
  there is no collective bargaining representative for the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Union means
  International Brotherhood of Teamsters, Local Union #293.

  
	
   

  	
   

  	
   

  
	
  1.35

  	
   

  	
  Eligibility Service.  For purposes of Eligibility Service, an
  Employee’s Years of Service earned prior to the date the Eligible Employee’s
  Employer became a Commonly Controlled Entity shall be recognized.

  
	
   

  	
   

  	
   

  
	
  1.39

  	
   

  	
  Employer means
  Pepsi-Cola General Bottlers of Ohio, Inc.

  



 





















 


	
  1.85

  	
  Vesting Service.  Vesting Service is modified by the
  following, if applicable:

  
	
   

  	
   

  
	
   

  	
  o

  	
  (a)

  	
  Stock Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned prior to the date the Employee’s Employer became a Commonly Controlled
  Entity will be disregarded.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  (b)

  	
  Asset Purchase.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Years of Service
  earned before the acquisition of an Eligible Employee’s predecessor employer
  will count.

  
	
   

  	
   

  
	
  PARTICIPANT CONTRIBUTIONS

  
	
   

  	
   

  
	
  3.1

  	
  Pre-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Pre-Tax Contributions:

  
	
   

  	
   

  	
  ý Yes

  
	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  If Yes, Percentage or Amount of Pre-Tax
  Contributions allowed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
  o

  	
  Percentage of Compensation

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  From 2% (at least 1%)

  
	
   

  	
   

  	
   

  	
   

  	
  To 10% (at most 15%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  o

  	
  Fixed Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Contribution Period:

  
	
   

  	
   

  	
   

  	
  o

  	
  monthly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  weekly payroll

  
	
   

  	
   

  	
   

  	
  o

  	
  bi-weekly payroll

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  Amount per Contribution Period:

  
	
   

  	
   

  	
   

  	
  Multiples of
  $        , up to a maximum of
  $        

  
	
   

  	
   

  	
   

  	
  or

  
	
   

  	
   

  	
   

  	
  Specified Amount:

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            ,

  
	
   

  	
   

  	
   

  	
  $            ,
  $            ,
  $            

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Other:
                                                        .

  
						



 


2





















 


	
  3.2

  	
  Post-Tax Contribution Elections.

  
	
   

  	
   

  	
   

  
	
   

  	
  Post-Tax Contributions are not allowed.

  
	
   

  	
   

  	
   

  
	
  EMPLOYER CONTRIBUTIONS
  AND ALLOCATION

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Matching Contributions:

  
	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
  ý No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Fraction or Percentage of Pre-Tax
  Contributions is        %, subject to a
  maximum as identified in (2) below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Maximum Matching Contribution of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Percentage of Compensation           %

  
	
   

  	
   

  	
   

  	
   

  	
  (whole integer percentages only)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Dollar amount               $            

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Formula-Based Contributions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
   

  	
  Frequency and Eligibility.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (1)

  	
  Formula Based Contributions allowed:

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (2)

  	
  Is the Formula Based Contribution
  discretionary?

  
	
   

  	
   

  	
   

  	
   

  	
  o Yes

  
	
   

  	
   

  	
   

  	
   

  	
  o No

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
   

  	
  Allocation Method

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Formula: 
               

  
	
   

  	
   

  	
   

  	
   

  



 


3





















 


VESTING AND FORFEITURES


 


	
  8.3

  	
  Vesting Schedules and Forfeitures.
  Participants will vest in their Matching and Formula Based Accounts (as
  applicable) 20% per year of Vesting Service.

  



 


LOANS


 


Loans are permitted.


 


WITHDRAWALS


 


Withdrawals are permitted for General
Hardship, 401(k) Hardship, and Participants who are over age 591⁄2 or are
Disabled, and Unrestricted Withdrawals are permitted from each Account listed
under such withdrawal to the extent otherwise allowed by the terms of the Plan.


 


4