Exhibit 10.34
 
 SUPPLEMENTAL
SAVINGS PROGRAM




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PBG
Supplemental Savings Program
 Table of Contents
 PageARTICLE I  HISTORY AND PURPOSE
    
    
    11.1 History and Purpose
    
    
    11.2 Type of Plan
    
    
    11.3 Effect of Restatement
    
    
    1ARTICLE II  DEFINITIONS
    
    
    12.1 Account
    
    
    12.2 Act
    
    
    12.3 Beneficiary
    
    
    12.4 Code
    
    
    12.5 Company
    
    
    22.6 Company Retirement Contribution Subaccount
    
    
    22.7 Compensation
    
    
    22.8 Compensation Limit
    
    
    22.9 Distribution Valuation Date
    
    
    22.10 EID
    
    
    22.11 Eligible Employee
    
    
    22.12 Employee
    
    
    22.13 Employer
    
    
    22.14 ERISA
    
    
    22.15 NAV
    
    
    32.16 Nonqualified Holding Contribution Subaccount
    
    
    32.17 Participant
    
    
    32.18 PBG Organization
    
    
    32.19 Plan
    
    
    32.20 Plan Administrator
    
    
    32.21 Recordkeeper
    
    
    32.22 Savings Plan
    
    
    32.23 Savings Plan Pay
    
    
    32.24 Section 409A
    
    
    32.25 Separation from Service
    
    
    32.26 Specified Employee
    
    
    32.27 Supplemental Company Retirement Contribution Subaccount
    
    
    42.28 Valuation Date
    
    
    5
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PageARTICLE III  ELIGIBILITY AND PARTICIPATION
    
    
    53.1 Eligibility to Participate
    
    
    53.2 Termination of Participation
    
    
    5ARTICLE IV  CONTRIBUTIONS
    
    
    54.1 Company Retirement Contributions
    
    
    54.2 Supplemental Company Retirement Contributions
    
    
    54.3 Nonqualified Holding Contributions
    
    
    64.4 Transfers to Company Retirement Contribution and Supplemental Company Retirement
Subaccount
    
    
    64.5 Maximum Company Contributions
    
    
    6
 ARTICLE V  PARTICIPANT ACCOUNTS
    
    
    65.1 Establishment of Participant Accounts
    
    
    65.2 Credits to Accounts
    
    
    65.3 Investment Options
    
    
    75.4 Method of Allocation
    
    
    85.5 Vesting of a Participants Account; Misconduct
    
    
    9ARTICLE VI  PAYMENT OF BENEFITS
    
    
    106.1 Time and Form of Payment
    
    
    106.2 Six Month Deferral
    
    
    106.3 Distributions on Account of Death
    
    
    106.4 Valuation
    
    
    106.5 Automatic Deferral
    
    
    106.6 Actual Date of Payment
    
    
    116.7 Impact of Securities Law on Distributions
    
    
    11ARTICLE VII  PLAN ADMINISTRATION
    
    
    127.1 Plan Administrator
    
    
    127.2 Action
    
    
    127.3 Powers of the Plan Administrator
    
    
    127.4 Compensation, Indemnity and Liability
    
    
    137.5 Withholding
    
    
    14ARTICLE VIII  CLAIMS PROCEDURE
    
    
    148.1 Claims for Benefits
    
    
    148.2 Appeals of Denied Claims
    
    
    148.3 Limitations on Actions
    
    
    14
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PageARTICLE IX  AMENDMENT AND TERMINATION
    
    
    159.1 Amendment of Plan
    
    
    159.2 Termination of Plan
    
    
    15ARTICLE X  MISCELLANEOUS
    
    
    1610.1 Limitation on Participants Rights
    
    
    1610.2 Unfunded Obligation of Individual Employer
    
    
    1610.3 Other Plans
    
    
    1610.4 Receipt or Release
    
    
    1610.5 Governing Law
    
    
    1710.6 Adoption of Plan by Related Employers
    
    
    1710.7 Facility of Payment
    
    
    17
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ARTICLE I  HISTORY AND PURPOSE
 History and Purpose
 Type of Plan
 Effect of Restatement
 ARTICLE II  DEFINITIONS
  Account
 Act
 Beneficiary
 Code




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Company
 Company Retirement Contribution Subaccount
 Compensation
 Compensation Limit
 Distribution Valuation Date
 EID
 Eligible Employee
 Employee
 Employer
 ERISA
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NAV
 Nonqualified Holding Contribution Subaccount
 Participant
 PBG Organization
 Plan
 Plan Administrator
 Recordkeeper
 Savings Plan
 Savings Plan Pay
 Section 409A
 Separation from Service
 Specified Employee
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(a)
    
    General. Any Participant who at any time during the applicable year is:
 (1)
    
    An officer of any member of the PBG Organization having annual compensation
greater than $130,000 (as adjusted under Section 416(i)(1) of the Code);(2)
    
    A 5-percent owner of any member of the PBG Organization; or(3)
    
    A 1-percent owner of any member of the PBG Organization having annual
compensation of more than $150,000.
  (b)
    
    Applicable Year. Except as otherwise required by Section 409A, the Plan Administrator shall
determine Specified Employees as of the last day of each calendar year, based on compensation
for such year, and such designation shall be effective for purposes of this Plan for the
twelve month period commencing on April 1st of the next following calendar year.
 (c)
    
    Rule of Administrative Convenience. In addition to the foregoing, the Plan Administrator
shall treat all other Employees classified as E5 and above on the applicable determination
date prescribed in subsection (b) (i.e., the last day of each calendar year) as a Specified
Employee for purposes of the Plan for the twelve-month period commencing of the applicable
April 1st date. However, if there are at least 200 Specified Employees without
regard to this provision, then it shall not apply. If there are less than 200 Specified
Employees without regard to this provision, but full application of this provision would cause
there to be more than 200 Specified Employees, then (to the extent necessary to avoid
exceeding 200 Specified Employees) those Employees classified as E5 and above who have the
lowest base salaries on such applicable determination date shall not be Specified Employees.
 Supplemental Company Retirement Contribution Subaccount
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Valuation Date
 ARTICLE III  ELIGIBILITY AND PARTICIPATION
 Eligibility to Participate
 (a)
    
    In General.
 (1)
    
    Each Employee who is eligible for Company Retirement Contributions under the
Savings Plan and (i) whose allocations of Company Retirement Contributions under such
plan are curtailed by the Compensation Limit; or (ii) who elects to make elective
deferrals under the EID shall be eligible to participate in this Plan.(2)
    
    Notwithstanding paragraph (1) above, from time to time the Plan Administrator
may modify, limit or expand the class of individuals eligible to participate in the
Plan, pursuant to criteria for eligibility that need not be uniform among all or any
group of Employees.
 (b)
    
    During the period an individual satisfies all of the eligibility requirements of this
section, he or she shall be referred to as an Eligible Employee.
 (c)
    
    Each Eligible Employee becomes an active Participant on the date an amount is first credited
to the Eligible Employees Account by the Recordkeeper or the Plan Administrator pursuant to
Section 4.1.
 Termination of Participation
 ARTICLE IV  CONTRIBUTIONS
 Company Retirement Contributions
 Supplemental Company Retirement Contributions.
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Nonqualified Holding Contributions
 Transfers to Company Retirement Contribution and Supplemental Company Retirement
Contribution Subaccounts
 Maximum Company Contributions.
 ARTICLE V  PARTICIPANT ACCOUNTS
 Establishment of Participant Accounts
 Credits to Accounts
 (a)
    
    The Plan Administrator shall credit amounts prescribed in Article IV to the Account of the
Participant as soon as administratively feasible after such amount is determined.
 (b)
    
    Account Earnings or Losses. As of each Valuation Date, a Participants Account shall be
credited with earnings and gains (and shall be debited for expenses and losses)
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determined as if the amounts credited to his or her Account had actually been invested as
directed by the Participant in accordance with this Article. The Plan provides only for
phantom investments, and therefore such earnings, gains, expenses and losses are
hypothetical and not actual. However, they shall be applied to measure the value of a
Participants Account and the amount of his or her Employers liability to make deferred
payments to or on behalf of the Participant.
 Investment Options
 (a)
    
    General. Each Participants Account shall be invested on a phantom basis in any combination
of phantom investment options specified by the Participant from those offered by the Plan
Administrator for this purpose from time to time. The Plan Administrator may discontinue any
phantom investment option with respect to some or all Accounts, and it may provide rules for
transferring a Participants phantom investment from the discontinued option to a specified
replacement option (unless the Participant selects another replacement option in accordance
with such requirements as the Plan Administrator may apply).
 (b)
    
    Phantom Investment Options. The basic phantom investment options offered under the Plan are
as follows:
 (1)
    
    Phantom PBG Stock Fund. Participant Accounts (or designated portions thereof)
invested in this phantom option are adjusted to reflect an investment in the PBG Stock
Fund, which is offered under the Savings Plan. An amount initially invested or
transferred into this option is converted to phantom units in the PBG Stock Fund by
dividing such amount by the NAV of the fund on the Valuation Date as of which the
amount is treated as invested in this option by the Plan Administrator. A
Participants interest in the Phantom PBG Stock Fund is valued as of a Valuation Date
(or a Distribution Valuation Date) by multiplying the number of phantom units credited
to the Participants Account on such date by the NAV of a unit in the PBG Stock Fund on
such date. If shares of PBG Common Stock change by reason of any stock split, stock
dividend, recapitalization, merger, consolidation, spin-off, combination or exchange of
shares or other any other corporate change treated as subject to this provision by the
Plan Administrator, such equitable adjustment shall be made in the number and kind of
phantom units credited to an Account as the Plan Administrator may determine to be
necessary or appropriate. In no event will shares of PBG Common Stock actually be
purchased or held under this Plan, and no Participant shall have any rights as a
shareholder of PBG Common Stock on account of an interest in this phantom option.(2)
    
    Phantom Savings Plan Funds. From time to time, the Plan Administrator shall
designate which (if any) of the investment options under the Savings Plan shall be
available as phantom investment options under this Plan. Participant Accounts invested
in these phantom options are adjusted to reflect an investment in the
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corresponding investment options under the Savings Plan. An amount initially
credited or transferred into one of these options is converted to phantom units in
the applicable Savings Plan fund of equivalent value by dividing such amount by the
NAV of a unit in such fund on the date as of which the amount is treated as invested
in the option by the Plan Administrator. Thereafter, a Participants interest in
each such phantom option is valued as of a Valuation Date (or a Distribution
Valuation Date) by multiplying the number of phantom units credited to his or her
Account on such date by the NAV of a unit in the applicable Savings Plan fund on
such date.(3)
    
    Other Funds. From time to time, the Plan Administrator shall designate which
(if any) other investment options shall be available as phantom investment options
under this Plan. These may be in addition to those provided for above. They may also
be in lieu of some or all of them. Any of these phantom investment options shall be
administered under procedures implemented from time to time by the Plan Administrator.
 Method of Allocation
 (a)
    
    The Participant must designate, in accordance with procedures established by the Plan
Administrator, the allocation of credits to the Participants Account in 5% increments among
the phantom investment options then offered by the Plan Administrator. If such a designation
specifies phantom investment options for less than 100% of the Participants Account, the Plan
Administrator shall allocate the Participants Account to a default fund designated by the
Plan Administrator to the extent necessary to provide for investment of 100% of the credits to
such Participants Account. If an election specifies phantom investment options for more than
100% of the amounts credited for the Participants Account, the election shall be void and the
Participant must make a new election. In the absence of a valid election, the Plan
Administrator shall allocate the Participants Account to a default fund designated by the
Plan Administrator.(b)
    
    Fund Transfers. A Participant may reallocate previously credited amounts among the phantom
investment options in accordance with procedures established by the Plan Administrator. Such
an election must specify, in 1% increments, but not less than $250.00, the reallocation of his
or her Account among the phantom investment options then offered by the Plan Administrator for this purpose.
If a fund transfer election provides for investing less than or more than 100% of the Participants Account, it will be
void and no transfers shall be made. Fund transfers shall be effective as of the Valuation Date next occurring after
receipt by the Recordkeeper, but the Plan Administrator or the Recordkeeper may also specify a minimum number of days
in advance of which such transfer instruction must be received in order to become effective as of such next Valuation Date.
If more than one transfer request is received on a timely basis for an Account, the transfer request that the Plan Administrator
or Recordkeeper determines to be the most recent shall be followed.
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(c)
    
    Phantom PBG Stock Fund Restrictions. To the extent necessary to ensure compliance with Rule
16b-3(f) of the Securities Exchange Act of 1934, the Company may arrange for tracking of any
such transaction defined in Rule 16b-3(b)(1) of the Securities Exchange Act of 1934 involving
the Phantom PBG Stock Fund and the Company may bar any such transaction to the extent it would
not be exempt under Rule 16b-3(f). The Company may impose blackout periods pursuant to the
requirements of the Sarbanes-Oxley Act of 2002 whenever the Company determines that
circumstances warrant. Further, the Company may impose quarterly blackout periods on insider
trading in the Phantom PBG Stock Fund as needed (as determined by the Company), timed to
coincide with the release of the Companys quarterly earnings reports. The commencement and
termination of these blackout periods in each quarter, the parties to which they apply and the
activities they restrict shall be as set forth in the official insider trading policy
promulgated by the Company from time to time.
 Vesting of a Participants Account; Misconduct
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ARTICLE
VI  PAYMENT OF BENEFITS
 Time and Form of Payment
 Six Month Deferral
 Distributions on Account of Death
  Valuation
 Automatic Deferral
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Actual Date of Payment. th
 Impact of Securities Law on Distributions
 (a)
    
    In General. This Plan is intended to be a formula plan for purposes of Section 16 of the
Securities Exchange Act of 1934 (the Act). Accordingly, in the case of a deferral or other
action under the Plan that constitutes a transaction that could be covered by Rule 16b-3(d) or
(e) of the Act, if it were approved by the Companys Board of Directors or the Compensation
Committee (Board Approval), it is intended that the Plan shall be administered by delegates
of the Compensation Committee, in the case of a Participant who is subject to Section 16 of
the Act, in a manner that will permit the Board Approval of the Plan to avoid any additional
Board Approval of specific transactions to the maximum possible extent.(b)
    
    Approval of Distributions: This subsection shall govern the distribution of a deferral that
(i) is wholly or partly invested in the Phantom PBG Stock Fund at the time the deferral would
be valued to determine the amount of cash to be distributed to a Participant, (ii) was not
covered by an agreement, made at the time of the Participants original phantom investment
election, that any investments in the Phantom PBG Stock Fund would, once made, remain in that
fund until distribution, (iii) is made to a Participant who is subject to Section 16 of the
Act at the time the interest in the Phantom PBG Stock Fund would be liquidated in connection
with the distribution, and (iv) if paid at the time the distribution would be made without
regard to this subsection, could result in a violation of Section 16 of the Act because there
is an opposite way transaction that would be matched with the liquidation of the Participants
interest in the Phantom PBG Stock Fund (either as a discretionary transaction, within the
meaning of Rule 16b-3(b)(1), or as a regular transaction, as applicable) (a Covered
Distribution). In the case
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of a Covered Distribution, if the liquidation of the Participants interest in the Phantom
PBG Stock Fund in connection with the distribution has not received Board Approval by the
time the distribution would be made if it were not a Covered Distribution, or if it is a
discretionary transaction, then the actual distribution to the Participant shall be delayed
only until the earlier of:
 (1)
    
    In the case of a transaction that is not a discretionary transaction, Board
Approval of the liquidation of the Participants interest in the Phantom PBG Stock Fund
in connection with the distribution, and(2)
    
    The date the distribution would no longer violate Section 16 of the Act, e.g.,
when the Participant is no longer subject to Section 16 of the Act, when the balance
related to the distribution is no longer invested in the Phantom PBG Stock Fund, or
when the time between the liquidation and an opposite way transaction is sufficient.
 ARTICLE VII  PLAN ADMINISTRATION
 Plan Administrator
 Action
 Powers of the Plan Administrator
 (a)
    
    To exercise its discretionary authority to construe, interpret, and administer this Plan;(b)
    
    To exercise its discretionary authority to make all decisions regarding eligibility,
participation and credits to Accounts, to make allocations and determinations required by this
Plan, and to maintain records regarding Participants Accounts;(c)
    
    To compute and certify to the Employers the amount and kinds of payments to Participants or
their Beneficiaries, and to determine the time and manner in which such payments are to be
paid;(d)
    
    To authorize all disbursements by the Employer pursuant to this Plan;
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(e)
    
    To maintain (or cause to be maintained) all the necessary records for administration of this
Plan;(f)
    
    To make and publish such rules for the regulation of this Plan as are not inconsistent with
the terms hereof;(g)
    
    To delegate to other individuals or entities from time to time the performance of any of its
duties or responsibilities hereunder;(h)
    
    To establish or to change the phantom investment options or arrangements under Article V;(i)
    
    To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating
and administering the Plan; and(j)
    
    Notwithstanding any other provision of this Plan, the Plan Administrator or the Recordkeeper
may take any action the Plan Administrator deems is necessary to assure compliance with any
policy of the Company respecting insider trading as may be in effect from time to time. Such
actions may include altering the effective date of intra-fund transfers or the distribution
date of Accounts. Any such actions shall alter the normal operation of the Plan to the
minimum extent necessary, and shall comply with any applicable requirements of Section 409A.
  Compensation, Indemnity and Liability
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Withholding
 ARTICLE
VIII  CLAIMS PROCEDURE
 Claims for Benefits
 Appeals of Denied Claims
 Limitations on Actions
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ARTICLE
IX  AMENDMENT AND TERMINATION
 Amendment of Plan
  Termination of Plan
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ARTICLE
X  MISCELLANEOUS
 Limitation on Participants Rights
 Unfunded Obligation of Individual Employer
 Other Plans
 Receipt or Release
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Governing Law
 Adoption of Plan by Related Employers
  Facility of Payment
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