Pepsi Bottling Group (PBG)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2008 Annual Meeting of Shareholders of The Pepsi Bottling Group, Inc. ("PBG") held on May 28, 2008, PBG shareholders approved an amendment to the PBG 2004 Long-Term Incentive Plan (the "2004 LTIP"). The amendment increased the number of shares of PBG common stock available for issuance under the terms of the 2004 LTIP from 24 million to 36 million and increased the percentage of full-value awards available under the 2004 LTIP from 30% to 50% of the aggregate number of shares available for issuance. No other changes were made to the terms and conditions of the 2004 LTIP, which was initially approved by shareholders at the Company's 2004 Annual Meeting of Shareholders. The terms of the 2004 LTIP, as amended and restated, are set forth in PBG's proxy statement, dated April 10, 2008. The description of the 2004 LTIP, as amended and restated, in the section of the proxy statement titled "Summary of the 2004 LTIP" is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Also at the Board meeting on March 27, 2008, the Board elected John C. Compton as a Director, effective immediately. Mr. Compton is Chief Executive Officer of PepsiCo Americas Foods, an operating unit of PepsiCo, Inc. ("PepsiCo"). Mr. Compton fills the seat on PBG's Board that was previously held by Hugh F. Johnston, an executive of PepsiCo. Mr. Johnston was named President of Pepsi-Cola North America in November 2007 and vacated his PBG Board seat at that time. PepsiCo and PBG have entered into transactions and agreements with one another incident to their respective businesses and are expected to enter into material transactions and agreements from time to time in the future. For further detail on such transactions and agreements, please refer to the "Transactions with Related Persons" section of PBG’s Proxy Statement for the 2007 Annual Meeting of Shareholders filed with the SEC on April 4, 2007. A copy of the press release announcing Mr. Compton's election to PBG’s Board is attached hereto as Exhibit 99.1 and is incorporated by reference.

In addition, Margaret D. Moore informed the Board of her decision not to stand for re-election as a Director at PBG’s 2008 Annual Meeting of Shareholders to be held on May 28, 2008. Thus, Ms. Moore will cease service as a PBG Director when her current term expires on May 28, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2007, PepsiCo, Inc. ("PepsiCo") announced that Hugh F. Johnston had assumed the position of President of Pepsi-Cola North America. As a result of Mr. Johnston's change in job responsibilities at PepsiCo, Mr. Johnston resigned from the Board of Directors of The Pepsi Bottling Group, Inc., effective November 5, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Pepsi Bottling Group, Inc. ("PBG") has appointed Thomas M. Lardieri as its Vice President and Controller, effective June 1, 2007. Mr. Lardieri, 46, a 19-year Pepsi veteran, has served as Vice President, Risk Management and General Auditor of PepsiCo, Inc. since June 2001. Mr. Lardieri joined PepsiCo's international beverage division in 1988 and has held a variety of accounting positions.

Andrea L. Forster is stepping down as PBG's Vice President and Controller, effective June 1, 2007, and has been appointed as PBG's Vice President of Finance, North America.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting of the Board of Directors of The Pepsi Bottling Group, Inc. ("PBG") on March 22, 2007, John T. Cahill tendered his resignation as Executive Chairman and member of the Board of Directors, effective March 31, 2007. PBG originally announced Mr. Cahill's planned resignation in July 2006.

Also at the meeting on March 22, 2007, each of Thomas H. Kean and Clay G. Small informed PBG's Board of Directors of his decision not to stand for reelection as a director at PBG's 2007 Annual Meeting of Shareholders on May 23, 2007. Thus, each of Messrs. Kean and Small will cease service as a PBG director when his current term expires on May 23, 2007.

A copy of the press release announcing these changes to PBG's Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 15, 2006, Robert C. King, 48, was appointed President, PBG North America. In this role, Mr. King will oversee PBG's business in the U.S. and Canada.

Previously, Mr. King served as President of PBG’s North American field operations from October 2005 to December 2006. Prior to that, Mr. King served as Senior Vice President and General Manager of PBG’s Mid-Atlantic Business Unit from October 2002 to October 2005. From 2001 to October 2002, he served as Senior Vice President, National Sales and Field Marketing. In 1999, he was appointed Vice President, National Sales and Field Marketing. Mr. King joined Pepsi-Cola North America in 1989 as a Business Development Manager and has held a variety of other field and headquarters-based sales and general management positions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 29, 2006, Gary Wandschneider is no longer an executive officer of The Pepsi Bottling Group, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.