Exhibit 10.31
 THE
PBG
DIRECTOR
DEFERRAL PROGRAM
 Effective as of January 1, 2009




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TABLE OF CONTENTS
 PageARTICLE I  INTRODUCTION
    
    
    1ARTICLE II  DEFINITIONS
    
    
    22.01 Account:
    
    
    22.02 Act:
    
    
    22.03 Beneficiary:
    
    
    22.04 Code:
    
    
    22.05 Company:
    
    
    22.06 Deferral Subaccount:
    
    
    22.07 Director:
    
    
    22.08 Director Compensation:
    
    
    32.09 Distribution Valuation Date:
    
    
    32.10 Election Form:
    
    
    32.11 Eligible Director:
    
    
    32.12 ERISA:
    
    
    32.13 Fair Market Value:
    
    
    42.14 Key Employee:
    
    
    42.15 Mandatory Deferral:
    
    
    52.16 Participant:
    
    
    52.17 PBG Organization:
    
    
    52.18 Plan:
    
    
    52.19 Plan Administrator:
    
    
    52.20 Plan Year:
    
    
    62.21 Recordkeeper:
    
    
    62.22 Second Look Election:
    
    
    62.23 Section 409A:
    
    
    62.24 Separation from Service:
    
    
    62.25 Specific Payment Date:
    
    
    62.26 Valuation Date:
    
    
    7ARTICLE III  ELIGIBILITY AND PARTICIPATION
    
    
    83.01 Eligibility to Participate:
    
    
    83.02 Termination of Eligibility to Defer:
    
    
    83.03 Termination of Participation:
    
    
    8




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TABLE OF CONTENTS
 PageARTICLE IV  DEFERRAL OF COMPENSATION
    
    
    94.01 Deferral Election:
    
    
    94.02 Time and Manner of Deferral Election:
    
    
    94.03 Period of Deferral; Form of Payment:
    
    
    104.04 Second Look Election:
    
    
    114.05 Mandatory Deferrals:
    
    
    12ARTICLE V  INTERESTS OF PARTICIPANTS
    
    
    135.01 Accounting for Participants Interests:
    
    
    135.02 Phantom Investment of Account:
    
    
    135.03 Vesting of a Participants Account:
    
    
    14ARTICLE VI  DISTRIBUTIONS
    
    
    156.01 General:
    
    
    156.02 Distributions Based on a Specific Payment Date:
    
    
    156.03 Distributions on Account of a Separation from Service:
    
    
    166.04 Distributions on Account of Death:
    
    
    176.05 Distributions of Mandatory Deferrals:
    
    
    176.06 Valuation:
    
    
    186.07 Impact of Section 16 of the Act on Distributions:
    
    
    186.08 Actual Payment Date:
    
    
    18ARTICLE VII  PLAN ADMINISTRATION
    
    
    197.01 Plan Administrator:
    
    
    197.02 Action:
    
    
    197.03 Powers of the Plan Administrator:
    
    
    197.04 Compensation, Indemnity and Liability:
    
    
    207.05 Section 16 Compliance:
    
    
    217.06 Conformance with Section 409A:
    
    
    21ARTICLE VIII  AMENDMENT AND TERMINATION
    
    
    228.01 Amendment of Plan:
    
    
    228.02 Termination of Plan:
    
    
    22ARTICLE IX  MISCELLANEOUS
    
    
    239.01 Limitation on Participants Rights:
    
    
    239.02 Unfunded Obligation of the Company:
    
    
    23
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TABLE OF CONTENTS
 Page9.03 Other Plans:
    
    
    239.04 Governing Law:
    
    
    239.05 Gender, Tense and Examples:
    
    
    239.06 Successors and Assigns; Nonalienation of Benefits:
    
    
    249.07 Facility of Payment:
    
    
    24
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Account
  Act
  Beneficiary
  Code
  Company
  Deferral Subaccount
  Director
 - 2 -




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Director Compensation
  Distribution Valuation Date
 st th th st
 Election Form
  Eligible Director
  ERISA
  - 3 -




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Fair Market Value
  Key Employee
  General
     Applicable Year st
 - 4 -




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Rule of Administrative Convenience st
 Mandatory Deferral
  Participant
  PBG Organization
  Plan
  Plan Administrator
  - 5 -




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Plan Year
 st st
 Recordkeeper
  Second Look Election
  Section 409A
  Separation from Service
 i.e.
 Specific Payment Date
  - 6 -




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Valuation Date
  - 7 -




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Eligibility to Participate
    Termination of Eligibility to Defer
  Termination of Participation
  - 8 -




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Deferral Election
   Time and Manner of Deferral Election
 Deferral Election Deadlines st st st
 General Provisions
 - 9 -




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Beneficiaries
 Period of Deferral; Form of Payment
 Period of Deferral
  - 10 -




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Form of Payment
 Second Look Election
 General
 Requirements for Second Look Elections
     Plan Administrators Role
 - 11 -




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Mandatory Deferrals
 General
 Time for Boards Determination st
 Time and Form of Payment
 - 12 -




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Accounting for Participants Interests
 Deferral Subaccounts
 Account Earnings or Losses
 Phantom Investment of Account
 General
 Phantom PBG Common Stock
  - 13 -




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Phantom PBG Common Stock Restrictions
 Vesting of a Participants Account
  - 14 -




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General
     Distributions Based on a Specific Payment Date
   - 15 -




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Distributions on Account of a Separation from Service
  i.e.,
      - 16 -




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Distributions on Account of Death
       Distributions of Mandatory Deferrals
    - 17 -




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Valuation
  Impact of Section 16 of the Act on Distributions
  Actual Payment Date
 th
 - 18 -




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Plan Administrator
  Action
  Powers of the Plan Administrator
          - 19 -




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Compensation, Indemnity and Liability
  - 20 -




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Section 16 Compliance
 In General
 Approval of Distributions
   Conformance with Section 409A
  - 21 -




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Amendment of Plan:
  Termination of Plan
   - 22 -




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Limitation on Participants Rights
  Unfunded Obligation of the Company:
  Other Plans:
  Governing Law:
  Gender, Tense and Examples:
  - 23 -




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Successors and Assigns; Nonalienation of Benefits:
  Facility of Payment:
  - 24 -