EX-10.33






Exhibit 10.33









EXECUTIVE INCOME




DEFERRAL PROGRAM




2009 Restatement


















 









 





PBG

Executive Income Deferral Program

2009 Restatement




Table of Contents






	 	 	 	 	 
	 	 	Page	 
	ARTICLE I — HISTORY AND PURPOSE
	 	 	1	 
	 
	 	 	 	 
	1.1 History and Purpose
	 	 	1	 
	1.2 Type of Plan
	 	 	1	 
	1.3 Effect of Restatement
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II — DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	2.1 Account
	 	 	2	 
	2.2 Act
	 	 	2	 
	2.3 Base Compensation
	 	 	2	 
	2.4 Beneficiary
	 	 	2	 
	2.5 Bonus Compensation
	 	 	2	 
	2.6 Code
	 	 	2	 
	2.7 Company
	 	 	2	 
	2.8 Deferral Subaccount
	 	 	2	 
	2.9 Distribution Valuation Date
	 	 	2	 
	2.10 Election Form
	 	 	3	 
	2.11 Eligible Executive
	 	 	3	 
	2.12 Employer
	 	 	3	 
	2.13 Executive
	 	 	3	 
	2.14 Mandatory Deferral
	 	 	3	 
	2.15 NAV
	 	 	3	 
	2.16 Participant
	 	 	3	 
	2.17 PBG Organization
	 	 	3	 
	2.18 Performance Period
	 	 	3	 
	2.19 Plan
	 	 	4	 
	2.20 Plan Administrator
	 	 	4	 
	2.21 Plan Year
	 	 	4	 
	2.22 Recordkeeper
	 	 	4	 
	2.23 Retirement
	 	 	4	 
	2.24 Second Look Election
	 	 	4	 
	2.25 Section 409A
	 	 	4	 
	2.26 Separation from Service
	 	 	4	 
	2.27 Specific Payment Date
	 	 	4	 
	2.28 Specified Employee
	 	 	5	 
	2.29 Unforeseeable Emergency
	 	 	5	 
















 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	2.30 Valuation Date
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III — ELIGIBILITY AND PARTICIPATION
	 	 	7	 
	 
	 	 	 	 
	3.1 Eligibility to Participate
	 	 	7	 
	3.2 Termination of Eligibility to Defer
	 	 	7	 
	3.3 Termination of Participation
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV — DEFERRAL OF COMPENSATION
	 	 	8	 
	 
	 	 	 	 
	4.1 Deferral Election
	 	 	8	 
	4.2 Time and Manner of Deferral Election
	 	 	9	 
	4.3 Period of Deferral
	 	 	10	 
	4.4 Form of Deferral Payment
	 	 	10	 
	4.5 Second Look Election
	 	 	10	 
	4.6 Mandatory Deferrals
	 	 	12	 
	 
	 	 	 	 
	ARTICLE V — INTERESTS OF PARTICIPANTS
	 	 	14	 
	 
	 	 	 	 
	5.1 Accounting for Participants’ Interests
	 	 	14	 
	5.2 Investment Options
	 	 	14	 
	5.3 Method of Allocation
	 	 	15	 
	5.4 Vesting of a Participant’s Account
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VI — DISTRIBUTIONS
	 	 	17	 
	 
	 	 	 	 
	6.1 General Rules
	 	 	17	 
	6.2 Distributions Based on a Specific Payment Date
	 	 	18	 
	6.3 Distributions on Account of a Separation from Service
	 	 	18	 
	6.4 Distributions on Account of Death
	 	 	19	 
	6.5 Distributions on Account of Retirement
	 	 	20	 
	6.6 Distributions on Account of Unforeseeable Emergency
	 	 	20	 
	6.7 Distributions of Mandatory Deferrals
	 	 	21	 
	6.8 Valuation
	 	 	21	 
	6.9 Section 162(m) — Automatic Deferral
	 	 	22	 
	6.10 Impact of Section 16 of the Act on Distributions
	 	 	22	 
	6.11 Actual Date of Payment
	 	 	23	 
	 
	 	 	 	 
	ARTICLE VII — PLAN ADMINISTRATION
	 	 	24	 
	 
	 	 	 	 
	7.1 Plan Administrator
	 	 	24	 
	7.2 Action
	 	 	24	 
	7.3 Powers of the Plan Administrator
	 	 	24	 
	7.4 Compensation, Indemnity and Liability
	 	 	25	 
	7.5 Withholding
	 	 	25	 






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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	7.6 Conformance with Section 409A
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VIII — CLAIMS PROCEDURE
	 	 	27	 
	 
	 	 	 	 
	8.1 Claims for Benefits
	 	 	27	 
	8.2 Appeals of Denied Claims
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IX — AMENDMENT AND TERMINATION
	 	 	28	 
	 
	 	 	 	 
	9.1 Amendment of Plan
	 	 	28	 
	9.2 Termination of Plan
	 	 	28	 
	 
	 	 	 	 
	ARTICLE X — MISCELLANEOUS
	 	 	29	 
	 
	 	 	 	 
	10.1 Limitation on Participant’s Rights
	 	 	29	 
	10.2 Unfunded Obligation of Individual Employer
	 	 	29	 
	10.3 Receipt or Release
	 	 	29	 
	10.4 Governing Law
	 	 	29	 
	10.5 Adoption of Plan by Related Employers
	 	 	29	 
	10.6 Gender, Tense and Examples
	 	 	29	 
	10.7 Successors and Assigns; Nonalienation of Benefits
	 	 	30	 
	10.8 Facility of Payment
	 	 	30	 






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ARTICLE
I – HISTORY AND PURPOSE




     1.1 History and Purpose. The Pepsi Bottling Group, Inc. (the “Company”) established the PBG
Executive Income Deferral Program (the “Plan”) to permit Eligible Executives to defer base pay and
certain other compensation under its executive compensation programs. The Plan was originally
adopted effective as of April 7, 1999. Thereafter, the Plan was amended and restated in its
entirety effective as of October 11, 2000 (subject to other specific effective dates set forth
therein).



     The earned and vested account balances in the Plan were frozen as of December 31, 2004, except
for adjustments for earnings and losses, because of Section 409A of the Internal Revenue Code
enacted by the American Jobs Creation Act of 2004 (“Section 409A”). Contributions after 2004 and
amounts that were not vested as of December 31, 2004, were credited to separate accounts designed
to comply with Section 409A. This 2009 Restatement governs payment of amounts credited to such
separate accounts.



     1.2 Type of Plan. For federal income tax purposes, the Plan is intended to be a nonqualified
unfunded deferred compensation plan. For purposes of the Employee Retirement Income Security Act
of 1974 (“ERISA”) the Plan is intended to be a plan described in Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA providing benefits to a select group of management or highly compensated
employees.



     1.3 Effect of Restatement. This 2009 Restatement is effective January 1, 2009, except as
otherwise explicitly provided in this document.



     The Plan document as in effect on October 3, 2004, without regard to this amendment and
restatement, is referred to herein as the Pre-409A Program. Each Participant’s vested account as
of December 31, 2004, as adjusted for earnings or losses in accordance with the Pre-409A Program,
are referred to as the Grandfathered Accounts. Payment of benefits credited to Grandfathered
Accounts shall be governed by the Pre-409A Program. The preservation of the terms of the Pre-409A
Program, without material modification, with respect to the Grandfathered Accounts, is intended to
permit the Grandfathered Accounts to remain exempt from Section 409A, and the administration of the
Plan shall be consistent with this intent.



     Contributions for periods on or after January 1, 2005, and amounts that became vested on or
after January 1, 2005, as adjusted for earnings and losses, are credited to separate accounts.
Payment of amounts during the period after 2004 and before 2009 that were credited to such
non-grandfathered accounts were administered in accordance with a good faith interpretation of
Section 409A, as documented in part in interim Plan restatement drafts, Plan summaries and
administration forms.



     On and after January 1, 2009, payment of amounts credited to such non-grandfathered accounts
shall be governed by this 2009 Restatement, as amended from time to time.



 









 





ARTICLE
II – DEFINITIONS




     When used in this 2009 Restatement of the Plan, the following terms shall have the meanings
set forth below unless a different meaning is plainly required by the context:



     2.1 Account. The account maintained for a Participant on the books of his or her Employer to
determine, from time to time, the Participant’s interest under this Plan. The balance in such
Account shall be determined by the Recordkeeper pursuant to any guidelines established by the Plan
Administrator. Each Participant’s Account shall consist of at least one Deferral Subaccount for
each separate deferral under Section 4.1. The Recordkeeper may also establish such additional
Deferral Subaccounts as it deems necessary for the proper administration of the Plan. The
Recordkeeper may also combine Deferral Subaccounts to the extent it deems separate accounts are not
needed for sound recordkeeping. Where appropriate, a reference to a Participant’s Account shall
include a reference to each applicable Deferral Subaccount that has been established thereunder.



     2.2 Act. The Securities Exchange Act of 1934, as amended.



     2.3 Base Compensation. An Eligible Executive’s base salary, to the extent payable in U.S.
dollars from an Employer’s U.S. payroll.



     2.4 Beneficiary. The person or persons (including a trust or trusts) properly designated by a
Participant, as determined by the Plan Administrator, to receive the Participant’s Account in the
event of the Participant’s death.



     2.5 Bonus Compensation. An Eligible Executive’s annual incentive award under his or her
Employer’s annual incentive plan or the PBG Executive Incentive Compensation Plan, to the extent
payable in U.S. dollars from an Employer’s U.S. payroll.



     2.6 Code. The Internal Revenue Code of 1986, as amended from time to time.



     2.7 Company. The Pepsi Bottling Group, Inc. (also referred to herein as “PBG”), a corporation
organized and existing under the laws of the State of Delaware, or its successor or successors.



     2.8 Deferral Subaccount. A Subaccount of a Participant’s Account maintained to reflect his or
her interest in the Plan attributable to each deferral (or separately tracked portion of a
deferral) of Base Compensation and Bonus Compensation, and earnings or losses credited to such
Subaccount in accordance with Section 5.1(b).



     2.9 Distribution Valuation Date. Each date as specified by the Plan Administrator from time to
time as of which Participant Accounts are valued for purposes of a distribution from a
Participant’s Account. The current Distribution Valuation Dates are March 31, June 30, September
30 and December 31. Any current Distribution Valuation Date may be changed by the Plan
Administrator, provided that such change does not result in a change in the time of



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payment that is
impermissible under Section 409A. Values are determined as of the close of a Distribution
Valuation Date or, if such date is not a business day, as of the close of the immediately preceding
business day.



     2.10 Election Form. The form prescribed by the Plan Administrator on which a Participant
specifies the amount of his or her Base Compensation or Bonus Compensation (or both) to be deferred
and the time and form of his or her deferral payout, pursuant to the provisions of Article IV. An
Election Form need not exist in a paper format, and it is expressly contemplated that the Plan
Administrator may make available for use such technologies, including voice response systems and
electronic forms, as it deems appropriate from time to time.



     2.11 Eligible Executive. The term, Eligible Executive, shall have the meaning given to it in
Section 3.1.



     2.12 Employer. The Company and each of the Company’s subsidiaries and affiliates (if any)
that is currently designated as an Employer by the Plan Administrator. An entity shall be an
Employer hereunder only for the period that it is (i) so designated by the Plan Administrator, and
(ii) a member of the PBG Organization.



     2.13 Executive. Any person in an executive classification of an Employer who (i) is receiving
remuneration for personal services rendered in the employment of the Employer, and (ii) is paid in
U.S. dollars from the Employer’s U.S. payroll.



     2.14 Mandatory Deferral. That portion of an Eligible Executive’s Base Compensation that is
mandatorily deferred under Section 4.6 pursuant to the requirements established by the Compensation
Committee from time to time.



     2.15 NAV. The net asset value of a phantom unit in one of the phantom funds offered for
investment under the Plan, determined as of any date in the same manner as applies on that date
under the actual fund that is the basis of the phantom fund offered by the Plan.



     2.16 Participant. Any Executive who is qualified to participate in this Plan in accordance
with Section 3.1 and who has an Account. An active Participant is one who is currently deferring
under Section 4.1.



     2.17 PBG Organization. The controlled group of organizations of which the Company is a part,
as defined by Sections 414(b)
and (c) of the Code and the regulations issued thereunder. An entity shall be considered a
member of the PBG Organization only during the period it is one of the group of organizations
described in the preceding sentence.



     2.18 Performance Period. The 52/53 week fiscal year of the Employer for which Bonus
Compensation is calculated and determined. A Performance Period shall be deemed to relate to the
Plan Year in which the Performance Period ends.



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     2.19 Plan. The PBG Executive Income Deferral Program, the plan set forth herein and in the
Pre-409A Program document, as the plan may be amended and restated from time to time (subject to
the limitations on amendment that are applicable hereunder and under the Pre-409A Program).



     2.20 Plan Administrator. The Compensation and Management Development Committee of the Board
of Directors of the Company (the “Compensation Committee”) or its delegate or delegates, which
shall have the authority to administer the Plan as provided in Article VII.



     2.21 Plan Year. The twelve-consecutive month period beginning on January 1 and ending on
December 31.



     2.22 Recordkeeper. For any designated period of time, the party to whom the Plan
Administrator delegates the responsibility to maintain the records of Participant Accounts, process
Participant transactions and perform other duties in accordance with any procedures and rules
established by the Plan Administrator.



     2.23 Retirement. Separation from Service after either (i) attainment of age 55 and the tenth
anniversary of the Participant’s initial employment date; or (ii) attainment of age 65 and the
fifth anniversary of the Participant’s initial employment date.



     For purposes of this section, if a Participant commences employment within the PBG
Organization immediately following employment with PepsiCo, Inc., the Participant’s initial
employment date shall be the date such Participant first became employed by PepsiCo., Inc.



     2.24 Second Look Election. The term Second Look Election shall have the meaning given to it
in Section 4.5.



     2.25 Section 409A. Section 409A of the Code and the applicable regulations and other guidance
of general applicability that are issued thereunder.



     2.26 Separation from Service. A Participant’s separation from service as defined in Section
409A; provided that for this purpose,
the term “service recipient” shall include PepsiCo, Inc. so long as PepsiCo, Inc. or a member
of the PepsiCo, Inc. controlled group maintains an ownership interest in the Company of at least
20%. The term may also be used as a verb (i.e., “Separates from Service”) with no change in
meaning.



     2.27 Specific Payment Date. A specific date selected by an Eligible Executive that triggers a
lump sum payment of a deferral or the start of installment payments for a deferral, as provided in
Section 4.4. The Specific Payment Dates that are available to be selected by Eligible Executives
shall be determined by the Plan Administrator, and the currently available Specific Payment Dates
shall be reflected on the Election Forms that are made available from time to time by the
authorization of the Plan Administrator. In the event that an Election Form only provides



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for
selecting a month and a year as the Specific Payment Date, the first day of the month that is
selected shall be the Specific Payment Date.



     2.28 Specified Employee. The individuals identified in accordance with the principles set
forth below.



          (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 for the applicable year 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.



     For purposes of (1) above, no more than 50 employees identified in the order of their annual
compensation shall be treated as officers. For purposes of this section, annual compensation means
compensation as defined in Treas. Reg. §1.415(c)-2(a), without regard to Treas. Reg.
§§1.415(c)-2(d), 1.415(c)-2(e), and 1.415(c)-2(g). The Plan Administrator shall determine who is a
Specified Employee in accordance with Section 416(i) of the Code and the applicable regulations and
other guidance of general applicability issued thereunder or in connection therewith, and provided
further that the applicable year shall be determined in accordance with Section 409A and that any
modification of the foregoing definition that applies under Section 409A shall be taken into
account.



          (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 on 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.




     2.29 Unforeseeable Emergency. A severe financial hardship to the Participant resulting from:



- 5 -









 





          (a) An illness or accident of the Participant, the Participant’s spouse or a dependent (as
defined in Section 152 of the Code, without regard to Sections 152(b)(1), 152(b)(2) and
152(d)(1)(B) of the Code) of the Participant;




          (b) Loss of the Participant’s property due to casualty; or




          (c) Any other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.




     The Recordkeeper shall determine the occurrence of an Unforeseeable Emergency in accordance
with Treas. Reg. §1.409A-3(i)(3) and any guidelines established by the Plan Administrator.



     2.30 Valuation Date. Each date, as determined by the Recordkeeper, as of which Participant
Accounts are valued in accordance with Plan procedures that are currently in effect. In accordance
with procedures that may be adopted by the Plan Administrator, any current Valuation Date may be
changed.



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ARTICLE
III – ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility to Participate.



          (a) In General.




               (1) Subject to the election timing rules of Article IV, an Executive who is classified as
salary band E1 or above shall be eligible to defer compensation under the Plan, provided that an
Eligible Executive who makes an irrevocable election to participate for a Plan Year shall remain an
Eligible Executive for the remainder of that Plan Year regardless of whether such Executive is
subsequently classified in a salary band below E1. An individual who becomes an Eligible Executive
during a Plan Year may make a deferral election for that Plan Year only if such individual
satisfies the requirements for newly-eligible status under Section 409A. Any such election shall
be subject to the election restrictions set forth in Article IV.



               (2) Notwithstanding Paragraph (1) above, from time to time the Plan Administrator may modify,
limit or expand the class of Executives eligible to defer hereunder, pursuant to criteria for
eligibility that need not be uniform among all or any group of Executives; provided that the Plan
Administrator may remove an Executive from eligibility to participate effective only as of the end
of a Plan Year.



          (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 Executive.




          (c) Each Eligible Executive becomes an active Participant on the date an amount is first
withheld from his or her compensation pursuant to an Election Form submitted by the Executive to
the Recordkeeper (or, if authorized, the Plan Administrator) under Section 4.1.




     3.2 Termination of Eligibility to Defer. An individual’s eligibility to participate actively
by making deferrals (or a deferral election) under Article IV shall cease upon the “Election
Termination Date” (as defined below) occurring after the earliest of:



          (a) Subject to Section 4.1(b), the date he or she Separates from Service; or




          (b) The date the Executive ceases to be eligible under criteria described in Section 3.1(a)(2)
above.




     3.3 Termination of Participation. An individual, who has been an active Participant under the
Plan, ceases to be a Participant on the date his or her Account is fully paid out.



- 7 -









 





ARTICLE
IV – DEFERRAL OF COMPENSATION




     4.1 Deferral Election.



          (a) Deferrals of Base Compensation. Each Eligible Executive may make an election to
defer under the Plan any whole percentage (up to 80%) of his or her Base Compensation in the manner
described in Section 4.2. A newly Eligible Executive may only defer the portion of his or her
eligible Base Compensation that is earned for services performed after the date of his or her
election. Subject to the foregoing sentence, any Base Compensation deferred by an Eligible
Executive for a Plan Year shall will be deducted each pay period during the Plan Year for which he
or she has Base Compensation and is an Eligible Executive. Base Compensation paid after the end of
a Plan Year for services performed during the final payroll period of the preceding Plan Year shall
be treated as Base Compensation for services in the subsequent Plan Year.




          (b) Deferrals of Bonus Compensation.




               (1) General Rules. Each Eligible Executive may make an election to defer under the Plan any
whole percentage (up to 100%) of his or her Bonus Compensation in the manner described in Section
4.2. An Eligible Executive that is hired, transferred or promoted into a position eligible for the
Plan during a Plan Year may not defer any portion of his or her Bonus Compensation earned for the
Performance Period relating to the Plan Year in which he or she is hired, transferred or promoted;
provided that a promoted Executive may elect to defer Bonus Compensation if such Executive was
eligible for such compensation as of the first day of the Plan Year. The percentage of Bonus
Compensation deferred by an Eligible Executive for a Plan Year will be deducted from his or her
payment under the applicable compensation program at the time it would otherwise be paid, provided
he or she satisfies all conditions for payment that would apply in the absence of a deferral.



               (2) Performance Criteria. Notwithstanding subsection (b)(1) above, an Eligible Executive
shall not be eligible to defer Bonus Compensation for a Plan Year unless the Bonus Compensation is
contingent on the satisfaction of organizational or individual performance criteria for the
Performance Period that relates to the Plan Year, such criteria have been established in writing by
not later than 90 days after the beginning of the applicable Performance Period, and the Bonus
Compensation satisfies the requirements for performance-based compensation under 409A.



          (c) Election Form Rules. To be effective in deferring Base or Bonus Compensation, an
Eligible Executive’s Election Form must set forth the percentage of Base/Bonus Compensation
(whichever applies) to be deferred, and any other information that may be required by the Plan
Administrator from time to time. In addition, the Election Form must meet the requirements of
Section 4.2. To avoid the application of certain default choices, the Eligible Executive may also
specify the deferral period under Section 4.3, and the form of payment under Section 4.4. It is
contemplated that an Eligible Executive will specify the



- 8 -









 






investment choice under Section 5.2 (in multiples of 5%) for the Eligible Executive’s
deferral. However, this is not a condition for making an effective election.




     4.2 Time and Manner of Deferral Election.



          (a) Deferrals of Base Compensation. Ordinarily, an Eligible Executive must make a
deferral election for a Plan Year with respect to Base Compensation no later than October 31 of the
year prior to the Plan Year in which the Base Compensation would otherwise be paid. However, an
individual who newly becomes an Eligible Executive will have 30 days from the date the individual
becomes an Eligible Executive to make a deferral election with respect to Base Compensation that is
earned for services performed after the election is received (the “30-Day Election Period”). The
30-Day Election Period may be used to make an election for Base Compensation that otherwise would
be paid in the Plan Year in which the individual becomes an Eligible Executive. In addition, the
30-Day Election Period may be used to make an election for Base Compensation that would otherwise
be paid in the next Plan Year (i.e., the Plan Year following when the individual becomes an
Eligible Executive), if the individual becomes an Eligible Executive after October 1 and not later
than December 31 of a Plan Year. Thus, if a Base Compensation deferral election for a Plan Year is
made after October 31 of the prior Plan Year in reliance on the 30-day rule, then the Plan
Administrator shall apply the restriction that the election may only apply to Base Compensation
earned for services performed after the date the election is received.




          (b) Deferrals of Bonus Compensation. An Eligible Executive must make a deferral
election with respect to his or her Bonus Compensation at least six months prior to the end of the
Performance Period for which the applicable Bonus Compensation is paid, and this election will be
the Eligible Executive’s bonus deferral election for the Plan Year to which the Performance Period
relates.




          (c) General Provisions. A separate deferral election under (a) or (b) above must be
made by an Eligible Executive for each category of a Plan Year’s compensation that is eligible for
deferral. If a properly completed and executed Election Form is not actually received by the
Recordkeeper (or, if authorized, the Plan Administrator) by the prescribed time in (a) and (b)
above, the Eligible Executive will be deemed to have elected not to defer any Base Compensation or
Bonus Compensation, as the case may be, for the applicable Plan Year. Except as provided in the
next sentence, an election is irrevocable once received and determined by the Plan Administrator to
be properly completed (and in all cases shall be irrevocable not later than the latest date
permitted under Section 409A for the applicable kind of initial election). Increases or decreases
in the percentage a Participant elects to defer shall not be permitted during a Plan Year; provided
that if a Participant receives a hardship distribution under a cash or deferred profit sharing plan
that is sponsored by a member of the PBG Organization and such plan requires that deferrals be
suspended for a period of time following the hardship distribution, the Plan Administrator shall
cancel the Participant’s deferral election so that no deferrals shall be made during such
suspension period. If an election is cancelled because of a hardship distribution, any later
deferral elections shall be subject to the provisions governing initial
deferral elections. Notwithstanding the preceding three sentences, to the extent necessary





- 9 -









 







because of circumstances beyond the control of the Executive, the Plan Administrator may grant an
extension of any election period and may permit (to the extent deemed necessary for orderly Plan
administration or to avoid undue hardship to an Eligible Executive) the modification of an
election. Any such extension or modification shall be available only if (1) it does not extend the
time for making an election beyond the latest time permitted under Section 409A, (2) the Plan
Administrator determines that it otherwise meets the minimum requirements of Section 409A and is
desirable for Plan administration, and (3) only upon such conditions as may be required by the Plan
Administrator.




     4.3 Period of Deferral. An Eligible Executive making a deferral election shall specify a
deferral period on his or her Election Form by designating either a Specific Payment Date or the
date he or she incurs a Separation from Service. Notwithstanding an Eligible Executive’s actual
election of a Specific Payment Date, an Eligible Executive shall be deemed to have elected a period
of deferral of not less than:



          (a) For Base Compensation, at least one year after the end of the Plan Year during which the
Base Compensation would have been paid absent the deferral; and




          (b) For Bonus Compensation, at least two years after the date the Bonus Compensation would
have been paid absent the deferral.




     In the case of a deferral to a Specific Payment Date, if an Eligible Executive’s Election Form
either fails to specify a period of deferral or specifies a period less than the applicable
minimum, the Eligible Executive shall be deemed to have selected a Specific Payment Date equal to
the minimum period of deferral as provided in subsections (a) and (b) above.



     4.4 Form of Deferral Payment. An Eligible Executive making a deferral election shall specify
a form of payment on his or her Election Form by designating either a lump sum payment or
installment payments to be paid over a period of no more than 20 years. Any election for
installment payments shall also specify (a) the frequency for which installment payments shall be
paid, which shall be quarterly, semi-annually and annually and (b) the fixed number of years over
which installments are to be paid. If an Eligible Executive fails to make a form of payment
election for a deferral as provided above, he or she shall be deemed to have elected a lump sum
payment.



     4.5 Second Look Election.



          (a) General. Subject to subsection (b) below, a Participant who has made a valid
initial deferral in accordance with the foregoing provisions of this Article that provides for
payment on a Specified Payment Date may subsequently make another one-time election regarding the
time and/or form of payment of his or her deferral. This opportunity to modify the Participant’s
initial election is referred to as a “Second Look Election.”




          (b) Requirements for Second Look Elections. A Second Look Election must comply with
all of the following requirements:





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               (1) If a Participant’s initial election specified payment based on a Specific Payment Date,
the Participant may only make a Second Look Election if the election is made at least twelve months
before the Participant’s original Specific Payment Date. In addition, in this case the
Participant’s Second Look Election must delay the payment of the Participant’s deferral to a new
Specific Payment Date that is at least 5 years after the original Specific Payment Date.



               (2) A Second Look Election will not be effective until twelve months after it is made.



               (3) A Separation from Service may not be specified as the payout date resulting from a Second
Look Election.



               (4) A Participant may make only one Second Look Election for each individual deferral, and all
Second Look Elections must comply with all of the requirements of this Section 4.5.



               (5) A Participant who changes the form of his or her payment election from lump sum to
installments will be subject to the provisions of the Plan regarding installment payment elections
in Section 4.4, and such installment payments must begin no earlier than 5 years after when the
lump sum payment would have been paid based upon the Participant’s initial election.



               (6) If a Participant’s initial election specified payment in the form of installments and the
Participant wants to elect installment payments over a greater number of years, the election will
be subject to the provisions of the Plan regarding installment payment elections in Section 4.4,
and the first payment date of the new installment payment schedule must be no earlier than 5 years
after the first payment date that applied under the Participant’s initial installment election.



               (7) If a Participant’s initial election specified payment in the form of installments and the
Participant wants to elect instead payment in a lump sum, the earliest payment date of the lump sum
must be no earlier than five years after the first payment date that applied under the
Participant’s initial installment election.



               (8) For purposes of this section, all of a Participant’s installment payments related to a
specific deferral election shall be treated as a single payment.



     A Second Look Election will be void and payment will be made based on the Participant’s
original election under Sections 4.3 and 4.4 if all of the provisions of the foregoing Paragraphs
of this subsection are not satisfied in full. However, if a Participant’s Second Look Election
becomes effective in accordance with the provisions of this subsection, the Participant’s
original election shall be superseded (including the Specific Payment Date specified therein),
and



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this original election shall not be taken into account with respect to the deferral that is
subject to the Second Look Election.



          (c) Plan Administrator’s Role. Each Participant has the sole responsibility to elect
a Second Look Election by contacting the Recordkeeper (or, if authorized, the Plan Administrator)
and to comply with the requirements of this section. The Plan Administrator or the Recordkeeper
may provide a notice of a Second Look Election opportunity to some or all Participants, but the
Recordkeeper and Plan Administrator is under no obligation to provide such notice (or to provide it
to all Participants, in the event a notice is provided only to some Participants). The
Recordkeeper and the Plan Administrator have no discretion to waive or otherwise modify any
requirement for a Second Look Election set forth in this section or in Section 409A.




     4.6 Mandatory Deferrals.



          (a) In General. As provided in this section, Base Compensation may be deferred under
the Plan on a non-elective basis. In the case of an Eligible Executive whose Base Compensation for
a Plan Year is determined by the Compensation Committee, the Compensation Committee may require a
portion of the Eligible Executive’s Base Compensation for the Plan Year to be deferred under the
Plan. Such portion of the Eligible Executive’s Base Compensation that the Compensation Committee
requires to be deferred under this Section 4.6 on a non-elective basis shall be referred to as a
“Mandatory Deferral.”




          (b) Time for Committee’s Determination. If, prior to the decision by the Compensation
Committee with respect a Mandatory Deferral, the Eligible Executive has not earned a binding right
to the portion of his Base Compensation that is to be deferred mandatorily, the Compensation
Committee may require the deferral of such Base Compensation not later than when the Eligible
Executive earns a binding right to the Base Compensation. However, if the Eligible Executive has
already earned a binding right to some or all of the Base Compensation to be deferred mandatorily,
then to be effective hereunder any determination by the Compensation Committee to require deferral
of such portion of the Eligible Executive’s Base Compensation must be made no later than December
31st of the year prior to the Plan Year in which such portion of Base Compensation would
otherwise be paid and as of December 31st of such prior year the determination shall be
irrevocable. Any Mandatory Deferral for a Plan Year shall be credited to a separate Deferral
Subaccount for such Plan Year.




          (c) Time and Form of Payment. At the time that the Compensation Committee provides
for the Mandatory Deferral of an Eligible Executive’s Base Compensation, the Compensation Committee
shall (1) designate a Specific Payment Date for such Mandatory Deferral within the parameters of
Section 4.3, and (2) designate a form of payment for such Mandatory Deferral (e.g., lump sum or
installments) within the parameters of Section 4.4(a). The Compensation Committee may retain the
right to change the time and form of payment of any Mandatory Deferral, but any such change must
meet the requirements of Section 4.5 (applied as if the decision by the Compensation Committee were
a decision by the Eligible Executive).




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The Eligible Executive shall be entitled to elect to change the time and form of payment under
Section 4.5 only to the extent expressly permitted by the Compensation Committee.




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ARTICLE
V – INTERESTS OF PARTICIPANTS




     5.1 Accounting for Participants’ Interests.



          (a) Deferral Subaccounts. Each Participant shall have at least one separate Deferral
Subaccount for each separate deferral of Base Compensation or Bonus Compensation made by the
Participant under this Plan. A Participant’s deferral shall be credited to his or her Account as
soon as practicable following the date the compensation would be paid in the absence of a deferral.
A Participant’s Account is a bookkeeping device to track the value of the Participant’s deferrals
(and his or her Employer’s liability therefor). No assets shall be reserved or segregated in
connection with any Account, and no Account shall be insured or otherwise secured.




          (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) 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.




     5.2 Investment Options.



          (a) General. Each of a Participant’s Deferral Subaccounts shall be invested on a
phantom basis in any combination of phantom investment options specified by the Participant (or
following the Participant’s death, by his or her Beneficiary) 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 invested in this phantom option are adjusted
to reflect an investment in the PBG Stock Fund, which is offered under the PBG 401(k) Savings
Program. An amount deferred 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



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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
or Subaccount 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 PBG 401(k) Funds. From time to time, the Plan Administrator shall designate which
(if any) of the investment options under the PBG 401(k) Savings Program 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 corresponding investment options under the PBG 401(k)
Savings Program. An amount deferred or transferred into one of these options is converted to
phantom units in the applicable PBG 401(k) Savings Program 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 PBG 401(k) Savings Program 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.



     5.3 Method of Allocation.



          (a) Deferral Elections. With respect to any deferral election by a Participant, the
Participant must use his or her Election Form to allocate the deferral in 5% increments among the
phantom investment options then offered by the Plan Administrator. If an Election Form related to
an original deferral election specifies phantom investment options for less than 100% of the
Participant’s deferral, the Recordkeeper shall allocate the Participant’s deferrals to the Phantom
Security Plus Fund to the extent necessary to provide for investment of 100% of the Participant’s
deferral. If an Election Form related to an original deferral election specifies phantom
investment options for more than 100% of the Participant’s deferral, the Recordkeeper shall prorate
all of the Participant’s investment allocations to the extent necessary to reduce (after rounding
to 5% increments) the Participant’s aggregate investment percentages to 100%.




          (b) Fund Transfers. A Participant may reallocate previously deferred amounts in a
Deferral Subaccount by properly completing and submitting a fund transfer form provided by the Plan
Administrator or Recordkeeper or by following such other non-paper procedures,
such as electronically, that the Plan Administrator may designate, and specifying, in 5%
increments, the reallocation of his or her Deferral Subaccounts among the phantom investment



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options then offered by the Plan Administrator for this purpose. If a fund transfer form or other
designated method provides for investing less than or more than 100% of the Participant’s Account,
it will be void and disregarded. Any fund transfer form that is not void under the preceding
sentence shall be effective as of the Valuation Date next occurring after its 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 form must be received in order for the form to become
effective as of such next Valuation Date. If more than one transfer form is received on a timely
basis for a Deferral Subaccount, the transfer form that the Plan Administrator or Recordkeeper
determines to be the most recent shall be followed.




          (c) Phantom PBG Stock Fund Restrictions. Notwithstanding the preceding provisions of
this section, to the extent necessary to ensure compliance with Rule 16b-3(f) of the Act, the
Company may arrange for tracking of any such transaction defined in Rule 16b-3(b)(1) of the Act
involving the Phantom PBG Stock Fund and the Company may bar or alter the effective date of 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. These provisions shall apply notwithstanding any provision of
the Plan to the contrary except Section 7.6 (relating to compliance with Section 409A).




     5.4 Vesting of a Participant’s Account. A participant’s interest in the value of his or her
Account shall at all times be 100% vested, which means that it will not forfeit as a result of his
or her Separation from Service.



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ARTICLE
VI – DISTRIBUTIONS




     6.1 General Rules. A Participant’s Deferral Subaccount(s) that are governed by the terms of
this 2009 Restatement shall be distributed as provided in this Article, subject in all cases to
Sections 5.3(c), 6.10 and 7.3(j) (relating to compliance with securities laws with respect to the
Phantom PBG Stock Fund). All Deferral Subaccount balances (including those hypothetically invested
in the Phantom PBG Stock Fund) shall be distributed in cash. In no event shall any portion of a
Participant’s Account be distributed earlier or later than is allowed under Section 409A.
Subsequent reemployment of the Participant shall not affect the payment of the Participant’s
Deferral Account for which a payment event previously occurred.



     The following general rules shall apply for purposes of interpreting the provisions of this
Article VI.



          (a) Section 6.2 (Distributions Based on a Specific Payment Date) applies when a Participant
has elected to defer until a Specific Payment Date (including pursuant to a Second Look Election)
and the Specific Payment Date is reached before the Participant’s (i) Separation from Service
(other than for Retirement); or (ii) death. However, if such a Participant Separates from Service
(other than for Retirement or death) prior to the Specific Payment Date (or prior to an installment
payment pursuant to a Specific Payment Date or Second Look Election), Section 6.3 shall apply to
the extent it would result in an earlier distribution. If such a Participant dies prior to the
Specific Payment Date (or prior to an installment payment pursuant to a Specific Payment Date),
Section 6.4 shall apply to the extent it would result in an earlier distribution of all or part of
a Participant’s Account.




          (b) Section 6.3 (Distributions on Account of a Separation from Service) applies (i) when a
Participant has elected to defer until a Separation from Service and then the Participant Separates
from Service (other than for Retirement or death); or (ii) when applicable under subsection (a)
above.




          (c) Section 6.4 (Distributions on Account of Death) applies when the Participant dies. If a
Participant is entitled to receive or is receiving a distribution under Section 6.2, 6.3 or 6.5
(see below) at the time of his death, Section 6.4 shall take precedence over those sections to the
extent Section 6.4 would result in an earlier distribution of all or part of a Participant’s
Account.




          (d) Section 6.5 (Distributions on Account of Retirement) applies when a Participant has
elected to defer until a Separation from Service and then the Participant Separates from Service on
account of his or her Retirement. Subsection (c) of this section provides for when Section 6.4
takes precedence over Section 6.5.




          (e) Section 6.6 (Distributions on Account of Unforeseeable Emergency) applies when the
Participant incurs an Unforeseeable Emergency prior to when a Participant’s Account is distributed
under Sections 6.2 through 6.5. In this case, the provisions of Section 6.6



- 17 -









 






shall take precedence over Sections 6.2 through 6.5 to the extent Section 6.6 would result in
an earlier distribution of all or part of the Participant’s Account.




          (f) Section 6.7 (Distributions of Mandatory Deferrals) shall apply to all distributions of
Mandatory Deferrals, and the provisions of Section 6.7 shall take precedence over Sections 6.2
through 6.6 with respect to distributions of all Mandatory Deferrals.




     6.2 Distributions Based on a Specific Payment Date. This Section shall apply to distributions
that are to be made upon the occurrence of a Specific Payment Date (including distributions
pursuant to a Second Look Election). In the event a Participant’s Specific Payment Date for a
Deferral Subaccount is reached before an amount becomes payable to the Participant on account of
(i) the Participant’s Separation from Service (other than for Retirement), or (ii) the
Participant’s death, such Deferral Subaccount shall be distributed based on the occurrence of such
Specific Payment Date in accordance with the following terms and conditions:



          (a) If a Participant’s Deferral Subaccount is to be paid in the form of a lump sum pursuant to
Section 4.4 or 4.5, whichever is applicable, the Deferral Subaccount shall be valued as of the last
Distribution Valuation Date preceding the Participant’s Specific Payment Date, and the resulting
amount shall be payable in a single lump sum on the Specific Payment Date.




          (b) If a Participant’s Deferral Subaccount is to be paid in the form of installments pursuant
to Section 4.4 or 4.5, whichever is applicable, the Participant’s first installment payment shall
be payable on the Specific Payment Date. Thereafter, installment payments shall continue in
accordance with the schedule elected by the Participant, except as provided in Sections 6.3, 6.4
and 6.6 (relating to distributions upon Separation from Service (other than Retirement or death),
death or Unforeseeable Emergency). The amount of each installment shall be determined under
Section 6.8 based on the Distribution Valuation Date immediately preceding the date such
installment is payable. Notwithstanding the preceding provisions of this subsection, if the
Participant Separates from Service (other than for Retirement) or dies, the Participant’s Deferral
Subaccounts that would otherwise be distributed based on such Specific Payment Date shall instead
be distributed in accordance with Section 6.3 or 6.4 (relating to distributions on account of
Separation from Service or death), whichever applies, but only to the extent it would result in an
earlier distribution of the Participant’s Subaccount.




     6.3 Distributions on Account of a Separation from Service. A Participant’s total Account
shall be distributed upon the occurrence of a Participant’s Separation from Service (other than for
Retirement or death) in accordance with the terms and conditions of this section. When used in
this section, the phrase “Separation from Service” shall only refer to a Separation from Service
that is not for Retirement or death.



          (a) Subject to subsection (c), for those Deferral Subaccounts that have a Specific Payment
Date (including a Specific Payment Date resulting from a Second Look Election) that is after the
Participant’s Separation from Service, such Deferral Subaccounts shall be payable in a



- 18 -









 






single lump
sum payment on the first day of the month following the end of the calendar quarter following the
quarter in which the Participant’s Separation from Service occurs to the extent such payment would
result in an earlier distribution to the Participant.




          (b) Subject to subsection (c), if the Participant’s Separation from Service is on or after the
Specific Payment Date (including a Specific Payment Date resulting from a Second Look Election)
applicable to a Participant’s Deferral Subaccount and the Participant has selected installment
payments as the form of distribution for the Deferral Subaccount, then the remainder of such
Deferral Subaccount shall be payable in a single lump sum payment on the first day of the month
following the end of the calendar quarter following the quarter in which the Participant’s
Separation from Service occurs to the extent such payment would result in an earlier distribution
to the Participant).




          (c) If the Participant is classified as a Specified Employee at the time of the Participant’s
Separation from Service (or at such other time for determining Specified Employee status as may
apply under Section 409A), then such Participant’s Account shall be payable, to the extent such
payment is due as a result of the Participant’s Separation from Service, on the first day of the
month following the end of the second calendar quarter following the quarter in which the
Participant’s Separation from Service occurs, valued as of the immediately preceding Distribution
Valuation Date.




          Amounts payable in accordance with this Section 6.3 shall be determined based on the
Distribution Valuation Date immediately preceding the date such amount is payable.




     6.4 Distributions on Account of Death.



          (a) Upon a Participant’s death, the value of the Participant’s Account under the Plan shall be
payable in a single lump sum payment on the first day of the month following the end of the
calendar quarter following the quarter in which the Participant’s death occurs, valued as of the
last Distribution Valuation Date preceding the date such amount becomes payable. If the
Participant is receiving installment payments at the time of the Participant’s death, or a Specific
Payment Date distribution (including a Specific Payment Date resulting from a Second Look Election)
is payable prior to the date an amount is payable under this Section 6.4, such payment or
installment payment shall be made in accordance with the terms of the applicable deferral election
that governs such payment until the time that the lump sum payment is due to be paid under the
preceding sentence of this subsection. Immediately prior to the time that such lump sum payment is
scheduled to be paid, all installment payments shall cease and the remaining balance of the
Participant’s Account shall be distributed at such scheduled payment time in a single lump sum.
Amounts paid following a Participant’s death, whether a lump sum or installments, shall be paid to
the Participant’s Beneficiary.




          (b) Each Participant may designate a Beneficiary or Beneficiaries (contingently,
consecutively, or successively) of a death benefit and, from time to time, may change his or her
designated Beneficiary. A Beneficiary may be a trust. A beneficiary designation shall be made in
writing in a form prescribed by the Plan Administrator and delivered to the Plan Administrator




- 19 -









 







while the Participant is alive. If there is no designated Beneficiary surviving at the death of a
Participant, payment of any death benefit of the Participant shall be made to the estate of the
Participant.




          (c) Any claim to be paid any amounts standing to the credit of a Participant in connection
with the Participant’s death must be received by the Recordkeeper or the Plan Administrator at
least 14 days before any such amount is paid out by the Recordkeeper. Any claim received
thereafter is untimely, and it shall be unenforceable against the Plan, the Company, the Plan
Administrator, the Recordkeeper or any other party acting for one or more of them.




     6.5 Distributions on Account of Retirement. If a Participant incurs a Separation from Service
on account of his or her Retirement, the Participant’s Account shall be distributed in accordance
with the terms and conditions of this section.



          (a) If the Participant’s Retirement is prior to the Specific Payment Date that is applicable
to a Deferral Subaccount, the Participant’s deferral election pursuant to Sections 4.3, 4.4 or 4.5
(i.e., time and form of payment) shall continue to be given effect, and the Deferral Subaccount
shall be distributed based upon the provisions of subsections (a) and (b) under Section 6.2,
whichever applies (relating to distribution based on a Specific Payment Date).




          (b) If the Participant has selected payment of his or her deferral on account of Separation
from Service, distribution of the related Deferral Subaccount shall commence on the first day of
the month following the end of the calendar quarter following the quarter in which the
Participant’s Retirement occurs. Such distribution shall be made in either a single lump sum
payment (valued as of the immediately preceding Distribution Valuation Date) or in installment
payments depending upon the Participant’s deferral election under Sections 4.4 or 4.5. If the
Participant is entitled to installment payments, such payments shall be made in accordance with the
Participant’s installment election (but subject to acceleration under Sections 6.4 and 6.6 relating
to distributions on account of death and Unforeseeable Emergency) and with the installment payment
amounts determined under Section 6.8. However, if the Participant is classified as a Specified
Employee at the time of the Participant’s Retirement (or at such other time for determining
Specified Employee status as may apply under Section 409A), then such Participant’s Account shall
not be payable, as a result of the Participant’s Retirement, until the first day of the first
calendar quarter that is at least six months after the Participant’s Retirement.




          (c) If the Participant is receiving installment payments in accordance with Section 6.2
(relating to distributions on account of a Specific Payment Date) for one or more Deferral
Subaccounts at the time of his or her Retirement, such installment payments shall continue to be
paid based upon the Participant’s deferral election (but subject to acceleration
under Sections 6.4 and 6.6 relating to distributions on account of death and Unforeseeable
Emergency).




     6.6 Distributions on Account of Unforeseeable Emergency. Prior to the time that an amount
would become distributable under Sections 6.2 through 6.5, a Participant may file a



- 20 -









 







written request
with the Recordkeeper for accelerated payment of all or a portion of the amount credited to the
Participant’s Account based upon an Unforeseeable Emergency. After an individual has filed a
written request pursuant to this section, along with all supporting material that may be required
by the Recordkeeper from time to time, the Recordkeeper shall determine within 60 days (or such
other number of days that is necessary if special circumstances warrant additional time) whether
the individual meets the criteria for an Unforeseeable Emergency. If the Recordkeeper determines
that an Unforeseeable Emergency has occurred, the Participant shall receive a distribution from his
or her Account as soon as administratively practicable thereafter. However, such distribution
shall not exceed the dollar amount necessary to satisfy the Unforeseeable Emergency (plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution) after taking into
account the extent to which the Unforeseeable Emergency is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial hardship).



     6.7 Distributions of Mandatory Deferrals. This Section 6.7 shall govern the distribution of
all Mandatory Deferrals under the Plan. Unless the Compensation Committee determines otherwise at
the time of the Mandatory Deferral or afterwards (subject to the provisions of Section 4.5), a
Participant’s Deferral Subaccount(s) for a Mandatory Deferral shall be distributed upon the
earliest of the following to occur:



          (a) The Specific Payment Date for the Deferral Subaccount pursuant to the distribution rules
of Section 6.2;




          (b) The Participant’s Separation from Service (other than account of a death) pursuant to the
distribution rules of Section 6.3;




          (c) The Participant’s death pursuant to the distribution rules of Section 6.4;




          (d) The occurrence of an Unforeseeable Emergency with respect to the Participant pursuant to
the distribution rules of Section 6.6.




     6.8 Valuation. In determining the amount of any individual distribution pursuant to this
Article, the Participant’s Deferral Subaccount shall continue to be credited with earnings and
gains (and debited for expenses and losses) as specified in Article V until the Distribution
Valuation Date that is used in determining the amount of the distribution under this Article. If a
particular Section in this Article does not specify a Distribution Valuation Date to be used in
calculating the distribution, the Participant’s Deferral
Subaccount shall continue to be credited with earnings and gains (and debited for expenses and
losses) as specified in Article V until the Distribution Valuation Date that immediately precedes
such distribution. In determining the value of a Participant’s remaining Deferral Subaccount
following an installment distribution from the Deferral Subaccount (or a partial distribution under
Section 6.6 relating to an Unforeseeable Emergency), such distribution shall reduce the value of
the Participant’s Deferral Subaccount as of the close of the Distribution Valuation Date
immediately preceding the payment date for such installment (or partial distribution). The amount
to be distributed in



- 21 -









 







connection with any installment payment shall be determined by dividing the
value of a Participant’s Deferral Subaccount as of such immediately preceding Distribution
Valuation Date (determined before reduction of the Deferral Subaccount as of such Distribution
Valuation Date in accordance with the preceding sentence) by the remaining number of installments
to be paid with respect to the Deferral Subaccount.



     6.9 Section 162(m) — Automatic Deferral. Notwithstanding any other provision of this Plan to
the contrary, and subject to the requirements of Treas. Reg. §1.409A-2(b)(7)(i), no amount shall be
paid to any Participant before the earliest date on which the Employer’s federal income tax
deduction for such payment is not precluded by Section 162(m) of the Code. In the event any
payment is delayed solely as a result of the preceding restriction, such payment shall be made as
soon as administratively feasible following the first date as of which the Employer reasonably
anticipates that Section 162(m) of the Code no longer precludes the deduction by the Employer.



     6.10 Impact of Section 16 of the Act on Distributions. The provisions of Section 5.3(c) and
this Section 6.10 shall apply in determining whether a Participant’s distribution shall be delayed
beyond the date applicable under the preceding provisions of this Article VI.



          (a) In General. This Plan is intended to be a formula plan for purposes of Section 16
of 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)
either was the subject of a Second Look Election or was not covered by an agreement, made at the
time of the Participant’s original deferral election, that any investments in the Phantom PBG Stock
Fund would, once made, remain in that fund until distribution of the deferral, (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 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:





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               (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 Deferral Subaccount 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.



     6.11 Actual Date of Payment. An amount payable on a date specified in this Article VI shall
be paid as soon as administratively feasible after such date; but no later than the later of (a)
the end of the calendar year in which the specified date occurs; or (b) the 15 th day of
the third calendar month following such specified date and the Participant (or Beneficiary) is not
permitted to designate the taxable year of the payment. The payment date may be postponed further
if calculation of the amount of the payment is not administratively practicable due to events
beyond the control of the Participant (or Beneficiary), and the payment is made in the first
calendar year in which the calculation of the amount of the payment is administratively
practicable.



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ARTICLE
VII – PLAN ADMINISTRATION




     7.1 Plan Administrator. The Plan Administrator is responsible for the administration of the
Plan. The Plan Administrator has the authority to name one or more delegates to carry out certain
responsibilities hereunder, as specified in the definition of Plan Administrator. Any such
delegation shall state the scope of responsibilities being delegated.



     7.2 Action. Action by the Plan Administrator may be taken in accordance with procedures that
the Plan Administrator adopts from time to time or that the Company’s Law Department determines are
legally permissible.



     7.3 Powers of the Plan Administrator. The Plan Administrator shall administer and manage the
Plan and shall have (and shall be permitted to delegate) all powers necessary to accomplish that
purpose, including the following:



          (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 deferrals, 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;




          (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 except Section 7.6 (relating to
compliance with Section 409A), the Plan Administrator or the Recordkeeper may




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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 Deferral
Subaccounts. Any such actions shall alter the normal operation of the Plan to the minimum extent
necessary.




     The Plan Administrator has the exclusive and discretionary authority to construe and to
interpret the Plan, to decide all questions of eligibility for benefits, to determine the amount
and manner of payment of such benefits and to make any determinations that are contemplated by (or
permissible under) the terms of this Plan, and its decisions on such matters will be final and
conclusive on all parties. Any such decision or determination shall be made in the absolute and
unrestricted discretion of the Plan Administrator, even if (1) such discretion is not expressly
granted by the Plan provisions in question, or (2) a determination is not expressly called for by
the Plan provisions in question, and even though other Plan provisions expressly grant discretion
or call for a determination. As a result, benefits under this Plan will be paid only if the Plan
Administrator decides in its discretion that the applicant is entitled to them. In the event of a
review by a court, arbitrator or any other tribunal, any exercise of the Plan Administrator’s
discretionary authority shall not be disturbed unless it is clearly shown to be arbitrary and
capricious.



     7.4 Compensation, Indemnity and Liability. The Plan Administrator will serve without bond and
without compensation for services hereunder. All expenses of the Plan and the Plan Administrator
will be paid by the Employers. To the extent deemed appropriate by the Plan Administrator, any
such expense may be charged against specific Participant Accounts, thereby reducing the obligation
of the Employers. No member of the Committee (which serves as the Plan Administrator), and no
individual acting as the delegate of the Committee, shall be liable for any act or omission of any
other member or individual, nor for any act or omission on his or her own part, excepting his or
her own willful misconduct. The Employers will indemnify and hold harmless each member of the
Committee and any employee of the Company (or a Company affiliate, if recognized as an affiliate
for this purpose by the Plan Administrator) acting as the delegate of the Committee against any and
all expenses and liabilities, including reasonable legal fees and expenses, arising in connection
with this Plan out of his or her membership on the Committee (or his or her serving as the delegate
of the Committee), excepting only expenses and liabilities arising out of his or her own willful
misconduct or bad faith.



     7.5 Withholding. The Employer shall withhold from amounts due under this Plan any amount
necessary to enable the Employer to remit to the appropriate government entity or entities on
behalf of the Participant as may be required by the federal income tax withholding provisions of
the Code, by an applicable state’s income tax provisions, or by an applicable city, county or
municipality’s earnings or income tax provisions. The Employer shall withhold from the payroll of,
or collect from, a Participant the amount
necessary to remit on behalf of the Participant any Social Security or Medicare taxes which
may be required with respect to amounts accrued by a Participant hereunder, as determined by the
Company.



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     7.6 Conformance with Section 409A. At all times during each Plan Year, this Plan shall be
operated (i) in accordance with the requirements of Section 409A, and (ii) to preserve the status
of deferrals under the Pre-409A Program as being exempt from Section 409A, i.e., to preserve the
grandfathered status of the Pre-409A Program. Any action that may be taken (and, to the extent
possible, any action actually taken) by the Plan Administrator, the Recordkeeper or the Company
shall not be taken (or shall be void and without effect), if such action violates the requirements
of Section 409A or if such action would adversely affect the grandfather of the Pre-409A Program.
If the failure to take an action under the Plan would violate Section 409A, then to the extent it
is possible thereby to avoid a violation of Section 409A, the rights and effects under the Plan
shall be altered to avoid such violation. A corresponding rule shall apply with respect to a
failure to take an action that would adversely affect the grandfather of the Pre-409A Program. Any
provision in this Plan document that is determined to violate the requirements of Section 409A or
to adversely affect the grandfather of the Pre-409A Program shall be void and without effect. In
addition, any provision that is required to appear in this Plan document to satisfy the
requirements of Section 409A, but that is not expressly set forth, shall be deemed to be set forth
herein, and the Plan shall be administered in all respects as if such provision were expressly set
forth. A corresponding rule shall apply with respect to a provision that is required to preserve
the grandfather of the Pre-409A Program. In all cases, the provisions of this section shall apply
notwithstanding any contrary provision of the Plan that is not contained in this section.



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ARTICLE
VIII – CLAIMS PROCEDURE




     8.1 Claims for Benefits. If a Participant, Beneficiary or other person (hereafter,
“Claimant”) does not receive timely payment of any benefits which he or she believes are due and
payable under the Plan, he or she may make a claim for benefits to the Plan Administrator. The
claim for benefits must be in writing and addressed to the Plan Administrator. If the claim for
benefits is denied, the Plan Administrator will notify the Claimant within 90 days after the Plan
Administrator initially received the benefit claim. However, if special circumstances require an
extension of time for processing the claim, the Plan Administrator will furnish notice of the
extension to the Claimant prior to the termination of the initial 90-day period and such extension
may not exceed one additional, consecutive 90-day period. Any notice of a denial of benefits shall
advise the Claimant of the basis for the denial, any additional material or information necessary
for the Claimant to perfect his or her claim, and the steps which the Claimant must take to appeal
his or her claim for benefits.



     8.2 Appeals of Denied Claims. Each Claimant whose claim for benefits has been denied may file
a written appeal for a review of his or her claim by the Plan Administrator. The request for
review must be filed by the Claimant within 60 days after he or she received the notice denying his
or her claim. The decision of the Plan Administrator will be communicated to the Claimant within
60 days after receipt of a request for appeal. The notice shall set forth the basis for the Plan
Administrator’s decision. However, if special circumstances require an extension of time for
processing the appeal, the Plan Administrator will furnish notice of the extension to the Claimant
prior to the termination of the initial 60-day period and such extension may not exceed one
additional, consecutive 60-day period.



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ARTICLE
IX – AMENDMENT AND TERMINATION




     9.1 Amendment of Plan. The Compensation and Management Development Committee of the Board of
Directors of the Company has the right in its sole discretion to amend this Plan in whole or in
part at any time and in any manner, including the manner of making deferral elections, the terms on
which distributions are made, and the form and timing of distributions. However, except for mere
clarifying amendments necessary to avoid an inappropriate windfall, no Plan amendment shall reduce
the amount credited to the Account of any Participant as of the date such amendment is adopted.
Any amendment shall be in writing and adopted by the Committee. All Participants and Beneficiaries
shall be bound by such amendment. Any amendments made to the Plan shall be subject to any
restrictions on amendment that are applicable to ensure continued compliance under Section 409A.



     Notwithstanding the preceding, the Company’s Senior Vice President — Human Resources may amend
the Plan without the consent of the Compensation and Management Development Committee for the
purposes of (i) conforming the Plan to the requirements of law, (ii) facilitating the
administration of the Plan, and (iii) clarifying provisions based on the Committee’s interpretation
of the document; provided that such amendment does not relate to the Plan provisions and
restrictions for ensuring compliance with Rule 16b-3 of the Act.



     9.2 Termination of Plan:



          (a) The Company expects to continue this Plan, but does not obligate itself to do so. The
Company, acting by the Compensation and Management Development Committee of the Board of Directors,
or through its entire Board of Directors, reserves the right to discontinue and terminate the Plan
at any time, in whole or in part, for any reason (including a change, or an impending change, in
the tax laws of the United States or any State). Termination of the Plan will be binding on all
Participants (and a partial termination shall be binding upon all affected Participants) and their
Beneficiaries, but in no event may such termination reduce the amounts credited at that time to any
Participant’s Account. If this Plan is terminated (in whole or in part), the termination
resolution shall provide for how amounts theretofore credited to affected Participants’ Accounts
will be distributed.




          (b) Notwithstanding subsection (a), a termination of the Plan must comply with the provisions
of Section 409A including, but not limited to, aggregation of plans of the same type, restrictions
on the timing of final distributions, and the adoption of future deferred compensation
arrangements.




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ARTICLE
X – MISCELLANEOUS




     10.1 Limitation on Participant’s Rights. Participation in this Plan does not give any
Participant the right to be retained in the Employer’s or Company’s employ (or any right or
interest in this Plan or any assets of the Company or Employer other than as herein provided). The
Company and the Employers reserve the right to terminate the employment of any Participant without
any liability for any claim against the Company or the Employers under this Plan, except for a
claim for payment of deferrals as provided herein.



     10.2 Unfunded Obligation of Individual Employer. The benefits provided by this Plan are
unfunded. All amounts payable under this Plan to Participants are paid from the general assets of
the Participant’s individual Employer. Nothing contained in this Plan requires the Company or an
Employer to set aside or hold in trust any amounts or assets for the purpose of paying benefits to
Participants. Neither a Participant, Beneficiary, nor any other person shall have any property
interest, legal or equitable, in any specific Employer asset. This Plan creates only a contractual
obligation on the part of a Participant’s individual Employer, and the Participant has the status
of a general unsecured creditor of the Employer with respect to amounts of compensation deferred
hereunder. Such a Participant shall not have any preference or priority over, the rights of any
other unsecured general creditor of the Employer. No other Employer guarantees or shares such
obligation, and no other Employer shall have any liability to the Participant or his or her
Beneficiary.



     10.3 Receipt or Release. Any payment to a Participant in accordance with the provisions of
this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan
Administrator, the Recordkeeper, the Employers and the Company, and the Plan Administrator may
require such Participant, as a condition precedent to such payment, to execute a receipt and
release to such effect.



     10.4 Governing Law. This Plan shall be construed, administered, and governed in all respects
in accordance with applicable federal law and, to the extent not preempted by federal law, in
accordance with the laws of the State of New York. If any provisions of this instrument shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.



     10.5 Adoption of Plan by Related Employers. The Plan Administrator may select as an Employer
any subsidiary or affiliate related to the Company by ownership (and that is a member of the PBG
Organization), and permit or cause such subsidiary or affiliate to adopt the Plan. The selection
by the Plan Administrator shall govern the effective date of the adoption of the Plan by such
related Employer. The requirements for Plan adoption are entirely within the discretion of the
Plan Administrator and, in any case where the status of an entity as an Employer is at issue, the
determination of the Plan Administrator shall be absolutely conclusive.



     10.6 Gender, Tense and Examples. In this Plan, whenever the context so indicates, the
singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include
the other. Whenever an example is provided or the text uses the term “including”



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followed by a
specific item or items, or there is a passage having a similar effect, such passage of the Plan
shall be construed as if the phrase “without limitation” followed such example or term (or
otherwise applied to such passage in a manner that avoids limitation on its breadth of
application).



     10.7 Successors and Assigns; Nonalienation of Benefits. This Plan inures to the benefit of
and is binding upon the parties hereto and their successors, heirs and assigns; provided, however,
that the amounts credited to the Account of a Participant are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any
benefits payable hereunder, including, without limitation, any assignment or alienation in
connection with a separation, divorce, child support or similar arrangement, will be null and void
and not binding on the Plan or the Company or any Employer. Notwithstanding the foregoing, the
Plan Administrator reserves the right to make payments in accordance with a divorce decree,
judgment or other court order as and when cash payments are made in accordance with the terms of
this Plan from the Deferral Subaccount of a Participant. Any such payment shall be charged against
and reduce the Participant’s Account.



     10.8 Facility of Payment. Whenever, in the Plan Administrator’s opinion, a Participant or
Beneficiary entitled to receive any payment hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his or her financial affairs, the Plan
Administrator may direct the Employer to make payments to such person or to the legal
representative of such person for his or her benefit, or to apply the payment for the benefit of
such person in such manner as the Plan Administrator considers advisable. Any payment in
accordance with the provisions of this section shall be a complete discharge of any liability for
the making of such payment to the Participant or Beneficiary under the Plan.




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