**Exhibit 10.31****THE PBG DIRECTORS’ STOCK PLANAs Amended and Restated as of February 2, 2006)****1. Purposes**     The principal purposes of The PBG Directors’ Stock Plan (the “Plan”) are to providecompensation to those members of the Board of Directors of The Pepsi Bottling Group, Inc. (“PBG”)who are not also employees of PBG, to assist PBG in attracting and retaining outside directors withexperience and ability on a basis competitive with industry practices, and to associate more fullythe interests of such directors with those of PBG’s shareholders.**2. Effective Date**     The Plan was unanimously approved by the Board of Directors of PBG, conditional on shareholderapproval, and became effective on May 23, 2001, superseding The PBG Directors’ Stock Plan of 1999.The Plan was amended on January 23, 2003. This amendment and restatement of the Plan is effectiveas of February 2, 2006, and it shall apply to awards made on and after that date.**3. Administration**     The Plan shall be administered and interpreted by the Board of Directors of PBG (the “Board”).The Board shall have full power and authority to administer and interpret the Plan and to adoptsuch rules, regulations, guidelines and instruments for the administration of the Plan and for theconduct of its business as the Board deems necessary or advisable. The Board’s interpretations ofthe Plan, and all actions taken and determinations made by the Board pursuant to the powers vestedin them hereunder, shall be conclusive and binding on all parties concerned, including PBG, itsdirectors and shareholders and any employee of PBG. The costs and expenses of administering thePlan shall be borne by PBG and not charged against any award or to any award recipient.**4. Eligibility**     Directors of PBG who are not employees of PBG (“Non-Employee Directors”) are eligible toreceive awards under the Plan. Directors of PBG who are employees of PBG are not eligible toparticipate in the Plan, but shall be eligible to participate in other PBG benefit and compensationplans.**5. Initial Award**     Under the Plan, each Non-Employee Director shall, on the first day of the month aftercommencing service as a Non-Employee Director of PBG, receive a formula grant of restricted stock(“Restricted Stock”). The number of shares of Restricted Stock to be included in each such awardshall be determined by dividing $25,000 by the Fair Market Value (as defined below) of a share ofPBG Common Stock on the date of grant (the “Stock Grant Date”), or if such day is not a trading dayon the New York Stock Exchange (“NYSE”), on the immediately preceding trading day. The number ofshares so determined shall be rounded to the nearest number of whole shares. If the recipient ofthe Restricted Stock continuously remains a director of PBG, the Restricted Stock granted hereundershall
 

 
vest and any restrictions thereon shall lapse on the first anniversary of the Stock GrantDate; provided, however, that, in the event of a Non-Employee Director’s death orDisability (as defined in Section 6(c)), the Restricted Stock granted to such Non-Employee Directorshall vest and any restrictions thereon shall lapse immediately. Notwithstanding the foregoing, aNon-Employee Director may not sell or otherwise transfer any Restricted Stock granted to him or herprior to the date such Non-Employee Director ceases to serve as a director for any reason. TheNon-Employee Director shall have all of the rights of a stockholder with respect to such RestrictedStock, including the right to receive all dividends or other distributions paid or made withrespect to the stock. Any dividends or distributions that are paid or made in PBG Common Stockshall be subject to the same restrictions as the Restricted Stock in respect of which suchdividends or distributions were paid or made. However, any dividends or distributions paid or madein cash shall not be subject to the restrictions. Each Restricted Stock award shall be evidenced byan agreement setting forth the terms and conditions thereof, which terms and conditions shall notbe inconsistent with those set forth in this Plan.**6. Annual Stock Option Award**     (a) Under the Plan, each Non-Employee Director shall receive an annual formula grant ofoptions to purchase shares of PBG Common Stock (“Options”) at a fixed price (the “Exercise Price”).Such grant shall be made annually on April 1 (the “Option Grant Date”); provided,however, that each individual who commences services as a Non-Employee Director after April1 of a year shall receive a pro-rated annual formula grant of options (a “Pro-Rated Grant”) withrespect to his or her first year of service, on the first day of the month following the date he orshe commences service (the “Pro-Rated Option Grant Date”). To receive a grant of Options, aNon-Employee Director must be actively serving as a director of PBG on the Option Grant Date or thePro-Rated Option Grant Date, as applicable.     (b) The number of Options to be included in each annual option award shall be determined bydividing the Grant Amount (as defined below) by the Fair Market Value (as defined below) of a shareof PBG Common Stock on the Option Grant Date or Pro-Rated Option Grant Date, as applicable, or ifsuch day is not a trading day on the NYSE, on the immediately preceding trading day. Grant Amountshall mean $180,000, except that, in the case of a Pro-Rated Grant, Grant Amount shall mean thefollowing: (i) $135,000 in the case of an individual who commences service as a Non-EmployeeDirector of PBG on or after April 2 and on or before June 30; (ii) $90,000 in the case of anindividual who commences service as a Non-Employee Director of PBG on or after July 1 and on orbefore September 30; (iii) $45,000 in the case of an individual who commences service as aNon-Employee Director of PBG on or after October 1 and on or before December 31. No Pro-RatedGrant shall be made in the case of an individual who commences service as a Non-Employee Directorof PBG on or after January 1 and on or before April 1. The number of Options so determined shallbe rounded up (if necessary) to the nearest number of whole Options. “Fair Market Value” shallmean the average of the high and low per share sale prices for PBG Common Stock on the compositetape for securities listed on the NYSE for the day in question, except that such average priceshall be rounded up (if necessary) to the nearest cent.     (c) Options shall vest and become immediately exercisable on the Option Grant Date orPro-Rated Option Grant Date, as applicable. Each Option shall have an Exercise Price equal to theFair Market Value of PBG Common Stock on the Option Grant Date or Pro-Rated Option Grant Date, asapplicable, or if such day is not a trading day on the NYSE, on the immediately preceding tradingday. Each Option shall have a term of ten years; provided, however, in the eventthe holder thereof shall cease to be a director of PBG, or its successor, for a reason other thandeath or Disability (as defined below), such Options shall terminate and expire upon the earlier of(i) the expiration of the
2

 
original term, or (ii) five years from the date the holder ceased to be adirector. A Non-Employee Director has a “Disability” if he or she is totally disabled asdetermined using the standards PBG applies under its long term disability program.     (d) Non-Employee Directors may exercise their Options by giving an exercise notice to PBG inthe manner specified from time to time by the Board. Options may be exercised by using either astandard cash exercise procedure or a cashless exercise procedure. From time to time, the Boardmay change or adopt procedures relating to Option exercises. If, at any time, a Non-EmployeeDirector suffers a Disability or is otherwise incapable of exercising his or her Options before theexpiration thereof, the Board may take any steps it deems appropriate to prevent such Options fromlapsing prior to being exercised.     (e) Each Option award shall be evidenced by a written agreement setting forth the terms andconditions thereof, which terms and conditions shall not be inconsistent with those set forth inthis Plan.**7. Annual Restricted Stock Unit Award**     (a) Under the Plan, each Non-Employee Director shall receive an annual formula grant ofrestricted stock units (“RSUs”). When a Non-Employee Director’s RSUs become payable, they shall besettled in shares of PBG Common Stock with the Non-Employee Director receiving one share of PBGCommon Stock for each RSU. The grant of RSUs shall be made annually on April 1 (the “RSU GrantDate”); provided, however, that each individual who commences service as aNon-Employee Director after April 1 of a year shall receive a pro-rated annual formula grant ofRSUs (a “Pro-Rated RSU Grant”) with respect to his or her first year of service on the first day ofthe month following the date he or she commences service (the “Pro-Rated RSU Grant Date”). Toreceive a grant of RSUs, a Non-Employee Director must be actively serving as a director of PBG onthe RSU Grant Date or the Pro-Rated RSU Grant Date, as applicable.     (b) The number of RSUs to be included in each annual RSU award shall be determined by dividingthe RSU Grant Amount (as defined below) by the Fair Market Value of a share of PBG Common Stock onthe RSU Grant Date or Pro-Rated RSU Grant Date, as applicable, or if such day is not a trading dayon the NYSE, on the immediately preceding trading day. RSU Grant Amount shall mean $60,000, exceptthat, in the case of a Pro-Rated RSU Grant, RSU Grant Amount shall mean the following: (i) $45,000in the case of an individual who commences service as a Non-Employee Director on or after April 2and on or before June 30; (ii) $30,000 in the case of an individual who commences service as aNon-Employee Director on or after July 1 and on or before September 30; (iii) $15,000 in the caseof an individual who commences service as a Non-Employee Director on or after October 1 and on orbefore December 31. No Pro-Rated RSU Grant shall be made in the case of an individual whocommences service as a Non-Employee Director on or after January 1 and on or before April 1. Thenumber of RSUs so determined shall be rounded up (if necessary) to the nearest number of wholeRSUs.     (c) RSUs shall vest on the RSU Grant Date or Pro-Rated RSU Grant Date, as applicable. RSUsgranted in 2006 become payable on the first anniversary of the RSU Grant Date or Pro-Rated RSUGrant Date, as applicable. A Non-Employee Director who receives a 2006 RSU grant on April 1, 2006may make a one-time election to defer the payment date of his or her 2006 RSUs no later thanSeptember 30, 2006, and such election to defer the payment date of his or her 2006 RSU grant mustspecify a future payment date (the beginning of any calendar quarter) that will result in a minimumdeferral period of at least one year. A Non-Employee Director who receives a 2006 Pro-Rated RSU
3

 
Grant may make a one-time election to defer the payment date of his or her 2006 Pro-Rated RSU Grantat least one day prior to the Pro-Rated Grant Date of the awardand such election must specify a future payment date (the beginning of any calendar quarter) thatwill result in a minimum deferral period of at least two years.     (d) RSUs granted in 2007 and later years shall be payable on the RSU Grant Date or Pro-RatedRSU Grant Date, as applicable, unless the Non-Employee Director timely elects to defer the paymentof such RSUs. In general, any such deferral election with respect to RSUs must be made in thecalendar year preceding the year of the grant; provided, however, that any suchdeferral election with respect to Pro-Rated RSU Grants must be made at least one dayprior to the Pro-Rata RSU Grant. Any such election to defer the payment date of an RSU Grant or aPro-Rata RSU Grant must specify a future payment date (the beginning of any calendar quarter) thatwill result in a minimum deferral period of at least two years.     (e) Rather than deferring to a specified future payment date, a Non-Employee Director mayinstead defer payment until his or her separation from service as a director of PBG, and any suchdeferral shall be paid as of the beginning of the calendar quarter following such separation fromservice. Alternatively, a Non-Employee Director may elect to defer until the earlier of (i)separation from service as a director of PBG, or (ii) a specified future payment date determined inaccordance with Section 7(c) or (d) above, whichever applies. The determination of when aNon-Employee Director separates from service as a director of PBG shall be made in accordance withSection 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (“Code”), and no minimumdeferral period shall apply to the extent the deferral is until separation from service as adirector of PBG.     (f) Notwithstanding the preceding provisions of this Section 7, a Non-Employee Director’s RSUsshall be immediately paid out in the event of the Non-Employee Director’s Permanent Disability (asdefined below), Separation from Service as a director of PBG or death. For this purpose, a Non-Employee Director is considered to have aPermanent Disability as of the date the Non-Employee Director would be considered disabled withinthe meaning of Section 409A(a)(2)(C) of the Code.     (g) During any period that the payment of RSUs is deferred (either by election orautomatically), the Non-Employee Director whose RSUs are deferred shall be entitled to be creditedwith dividend equivalents. Dividend equivalents shall equal the dividends actually paid withrespect to a corresponding amount of PBG Common Stock during the deferral period, while the RSUsremain unpaid, and shall be credited on the date such dividends are actually paid. Upon crediting,a Non-Employee Director’s dividend equivalents shall be immediately converted to additional RSUs(whole and/or fractional, as appropriate) by dividing the aggregate amount of dividend equivalentscredited to the Non-Employee Director on a day by the Fair Market Value of a share of PBG CommonStock on such day, or if such day is not a trading day on the NYSE, on the immediately precedingtrading day. Additional RSUs credited under this Section 7(g) are in turn entitled to be creditedwith dividend equivalents, and a Non-Employee Director’s aggregate additional RSUs shall be paidout at the same time as the underlying RSUs to which they relate. Any cumulative fractional RSUremaining at such time shall be rounded up to a whole RSU prior to its settlement in PBG CommonStock.     (h) Each RSU award shall be evidenced by a written agreement setting forth the terms andconditions thereof, which terms and conditions shall not be inconsistent with those set forth inthis Plan.
4

 
**8. Shares of Stock Subject to the Plan**     The shares that may be delivered under this Plan shall not exceed an aggregate of 300,000shares of PBG Common Stock, adjusted, if appropriate, in accordance with Section 10 below; providedthat any shares authorized but not delivered under the Prior Plan (as hereinafter defined) shall beavailable for delivery under this Plan in addition to the above mentioned 300,000 shares. Theshares granted or delivered under the Plan may be newly issued shares of Common Stock or treasuryshares.**9. Deferral of Initial Awards**     (a) Non-Employee Directors may make an advance, one-time election to defer into PBG phantomstock units all of the shares of Restricted Stock otherwise granted under Section 5. Any suchelection shall be made at least one day prior to the grant date of such Restricted Stock. Thedeferral period shall equal the Non-Employee Director’s period ofservice as a director of PBG (*i.e.*, such deferral period shall end on the date the Non-EmployeeDirector has a separation from service as a director of PBG for purposes of Code section409A(a)(2)(A)(i)). Non-Employee Directors who elect to defer receipt of such shares shall becredited on the grant date with a number of phantom stock units equal to that number of shares ofRestricted Stock which they would have received had they not elected to defer. During the deferralperiod, the value of the phantom stock units will fluctuate based on the market value of PBG CommonStock. At the end of the deferral period, all payments of deferred awards shall be made in sharesof PBG Common Stock (one share of PBG Common Stock for each PBG phantom stock unit), unless theBoard in its discretion decides to make the distribution in cash or in a combination of cash andshares of PBG Common Stock. To the extent that a distribution is made in cash, in whole or inpart, the Non-Employee Directors will receive the aggregate value of the PBG phantom stock unitscredited to them which are to be paid in cash. The value of PBG phantom stock units will bedetermined by multiplying the number of PBG phantom stock units which are to be paid in cash by theFair Market Value of PBG Common Stock on the last NYSE trading day of the deferral period.     (b) During the deferral period, the Non-Employee Director whose Restricted Stock is deferredas phantom stock units shall be entitled to be credited with dividend equivalents. Dividendequivalents shall equal the dividends actually paid with respect to a corresponding amount of PBGCommon Stock during the deferral period and shall be credited on the date such dividends areactually paid. Upon crediting, a Non-Employee Director’s dividend equivalents shall be immediatelyconverted to additional phantom stock units (whole and/or fractional, as appropriate) by dividingthe aggregate amount of dividend equivalents credited to the Non-Employee Director on a day by theFair Market Value of a share of PBG Common Stock on such day, or if such day is not a trading dayon the NYSE, on the immediately preceding trading day. Additional phantom stock units creditedunder this Section 9(b) are in turn entitled to be credited with dividend equivalents, and aNon-Employee Director’s aggregate additional phantom stock units shall be paid out at the same timeas the underlying phantom stock units to which they relate. Any fractional phantom stock unitremaining at such time shall be rounded up to a whole phantom stock unit prior to its settlement inPBG Common Stock.**10. Dilution and Other Adjustments**     The number and kind of shares of PBG Common Stock issuable under the Plan, or which may orhave been awarded to any Non-Employee Director, may be adjusted proportionately by the Board toreflect stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations orexchanges of shares, any spin off or other distribution of assets of the Company to itsshareholders,
5

 
any partial or complete liquidation, or other similar corporate changes. Suchadjustment shall be conclusive and binding for all purposes of the Plan.**11. Effect of Misconduct**     Notwithstanding anything to the contrary herein, if a Non-Employee Director commits“Misconduct,” he or she shall forfeit all rights to any unexercised Options, any RSUs andRestricted Stock, as well as any phantom stock units credited to him or her under Section 9. Forpurposes of this Plan, Misconduct occurs if a majority of the Board determines that a Non-EmployeeDirector has: (a) engaged in any act which is considered to be contrary to the Company’s bestinterests; (b) violated the Company’s Code of Conduct or engaged in any other activity whichconstitutes gross misconduct; (c) engaged in unlawful trading in the securities of PBG or of anyother company based on information gained as a result of his or herservice as a director of PBG; or (d) disclosed to an unauthorized person or misused confidentialinformation or trade secrets of the Company.**12. Withholding Taxes and Section 409A**     (a) Exceptto the extent other arrangements are made by a Non-Employee Directorthat are satisfactory to the Company, the Company shall withhold anumber of shares of PBG Common Stock otherwise deliverable having aFair Market Value sufficient to satisfy the minimum withholding taxes required byfederal, state, local or foreign law in respect of any award.     (b) At all times, this Plan shall be interpreted and operated (i) in accordance with therequirements of Section 409A with respect to Plan deferred compensation that is subject to CodeSection 409A, (ii) to maintain the exemption from Code Section 409A of stock option awards andundeferred Restricted Stock (collectively, “Excepted Awards”), and (iii) to preserve the status ofdeferrals made prior to the effective date of Code Section 409A (“Prior Deferrals”) as exempt fromSection 409A, *i.e.*, to preserve the grandfathered status of Prior Deferrals. Thus, for example, aNon-Employee Director’s ability to defer a Pro-Rated RSU Grant is conditioned on the Non-EmployeeDirector not having been previously eligible for a PBG deferral plan of the same type. Inaddition, if a Non-Employee Director is determined to be a specified employee (within the meaningof Code Section 409A(a)(2)(B)(i)), any payment made based on separation from service as a directorof PBG shall not be made until the beginning of the calendar quarter that occurs at least sixmonths after the separation from service. Similarly, any election that must be made at least oneday prior to a specified date must be considered effectively made and irrevocable, under theapplicable requirements of Code Section 409A, by the day preceding such specified date.     (c) Any action that may be taken (and, to the extent possible, any action actually taken)under the Plan shall not be taken (or shall be void and without effect), if such action violatesthe requirements of Code Section 409A or if such action would adversely affect the exemption ofExcepted Awards or the grandfather of Prior Deferrals. If the failure to take an action under thePlan would violate Code Section 409A, then to the extent it is possible thereby to avoid aviolation of Code Section 409A, the rights and effects under the Plan shall be altered to avoidsuch violation. A corresponding rule shall apply with respect to a failure to take an action thatwould adversely affect the exemption of Excepted Awards or the grandfather of Prior Deferrals. Anyprovision in this Plan document that is determined to violate the requirements of Code Section 409Aor to adversely affect the exemption of Excepted Awards or the grandfather of the Prior Deferralsshall be void and without effect. In addition, any provision that is required to appear in thisPlan document to satisfy the requirements of Code Section 409A, but that is not expressly setforth, shall be deemed to be set forth herein, and the Plan shall be administered in all respectsas if such provision were expressly set forth. A corresponding rule shall apply with respect to aprovision that is required to preserve the exemption
6

 
of Excepted Awards or the grandfather of thePrior Deferrals. In all cases, the provisions of this Section shall apply notwithstanding anycontrary provision of the Plan that is not contained in this Section.**13. Resale Restrictions, Assignment and Transfer**     Options (unless the Board of Directors specifically determines otherwise), RSUs, RestrictedStock and PBG phantom stock units may not be sold, transferred or assigned, except in the event ofthe Non-Employee Director’s death, in which case his or her Options, Restricted Stock or PBGphantom stock units may be transferred by will or by the laws of descent and distribution. Allrestrictions on Restricted Stock granted to a Non-Employee Director shall lapse upon his or herdeath. Options may be exercised by the decedent’s personalrepresentative, or by whomever inherits the Options, at any time, through and including theiroriginal expiration date.     Once awarded, the shares of PBG Common Stock received by Non-Employee Directors may be freelytransferred, assigned, pledged or otherwise subjected to lien, subject to restrictions imposed bythe Securities Act of 1933, as amended, and subject to the trading restrictions imposed by Section16 of the Securities Exchange Act of 1934, as amended. PBG phantom stock units may not betransferred or assigned except by will or the laws of descent and distribution.**14. Funding**     The Plan shall be unfunded. PBG shall not be required to establish any special or separatefund or to make any other segregation of assets to assure the payment of any award under the Plan.**15. Supersession of Prior Plan**     This Plan superseded The PBG Directors’ Stock Plan of 1999 (the “Prior Plan”) whenshareholders approved this Plan on May 23, 2001. As of that date, all awards granted under thePrior Plan became subject to the terms of this Plan and all shares that were authorized but notdelivered under the Prior Plan became available for delivery under this Plan, in addition to thoseshares authorized for issuance pursuant to Section 8 of this Plan. No awards were made under thePrior Plan after May 23, 2001.**16. Duration, Amendments and Terminations**     The Board of Directors may terminate or amend the Plan in whole or in part; provided,however, that the Plan may not be amended more than once every six (6) months, other thanto comport with changes in the Internal Revenue Code or the rules and regulations thereunder;provided further, however, that no such action shall have a material adverse effecton any rights or obligations with respect to any awards theretofore granted under the Plan, unlessconsented to by the recipients of such awards (unless the amendment is required to comply with CodeSection 409A in which case, the amendment shall be effective without consent of the recipientunless the recipient expressly denies consent to such amendment in writing); and providedfurther, however, that any amendment and the termination of the Plan shall neitherviolate Code Section 409A nor adversely affect the exemption of Excepted Awards or the grandfatherof the Prior Deferrals. The Plan shall continue until terminated.
7