Pepsi Bottling Group (PBG)

Item 1.01 Entry into a Material Definitive Agreement.

On January 14, 2009, PepsiCo Holdings LLC, a subsidiary of The Pepsi Bottling Group, Inc. ("PCH"), and Frito Lay Manufacturing LLC, a subsidiary of PepsiCo, Inc. ("FLM"), entered into an agreement relating to the sale and distribution of certain Frito-Lay snack products in the Russian Federation (the "Distribution Agreement"). The Distribution Agreement is effective as of January 1, 2009, and replaces a similar agreement between PCH and FLM, which expired on December 31, 2008.

Under the Distribution Agreement, FLM has granted PCH the right to sell and distribute snack food products under the "Lays", "Lays Max", "Cheetos" and "Hrusteam" trademarks in the Russian Federation. The Distribution Agreement, which is governed by Russian law, has a term of five years. Notwithstanding this term, the Distribution Agreement shall automatically terminate six months after the termination of PR Beverages Limited, the Russian joint venture between The Pepsi Bottling Group and PepsiCo, or the termination of any master bottling appointment that PepsiCo has issued to PR Beverages Limited.

Pursuant to the Distribution Agreement, each year by October 31st, the parties shall discuss and agree to a business forecast and a price list for products to be sold by FLM to PCH in the following year. Under the Distribution Agreement, FLM shall determine and bear all costs related to marketing and trade support, and PCH must ensure that it maintains a sufficient sales force to permit PCH to achieve the sales volume plan determined by FLM consistent with the agreed-to annual forecast. PCH is also required to maintain adequate warehouse capacity throughout the Russian Federation to support the anticipated volume of products to be sold.

The above description of the Distribution Agreement is qualified in its entirety by reference to the Distribution Agreement which will be attached as an exhibit to The Pepsi Bottling Group’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, which will be filed in February 2009.

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 1.01 Entry into a Material Definitive Agreement.

At a meeting of the Board of Directors (the "Board") of The Pepsi Bottling Group, Inc. ("PBG") on March 27, 2008, the Board approved changes to the compensation program for PBG non-employee directors ("Directors"). The changes to the Directors’ compensation program were recommended by the Nominating and Corporate Governance Committee of the Board and the Board’s independent compensation consultant. The changes impact the equity and cash components of the program. The terms of the Directors’ equity compensation program are embodied within the PBG Directors’ Stock Plan (the "Plan"). An amended and restated version of the Plan will be attached as an exhibit to the PBG Form 10-Q for the quarter ended March 22, 2008.

Pursuant to the Plan changes approved by the Board, the value of the Directors’ annual award of restricted stock units ("RSUs") was increased from $60,000 to $70,000 and the face value of the Directors’ annual award of stock options was increased from $180,000 to $210,000. The Board also approved (i) an increase in the annual cash retainer payable to the Chair of the Compensation and Management Development Committee of the Board from $10,000 to $15,000 and (ii) a deferral program for Directors that will permit Directors to elect to defer all or a portion of their annual cash compensation into a phantom PBG Stock Fund beginning in 2009. Deferred amounts shall be paid out solely in the form of a lump sum cash payment at the end of the deferral period selected by the Director.

Item 1.01 Entry into a Material Definitive Agreement.

On March 1, 2007, The Pepsi Bottling Group, Inc. ("PBG"), through its subsidiary PBG Ireland Limited ("PBG Ireland"), and PepsiCo, Inc. ("PepsiCo"), through its subsidiary PepsiCo (Ireland) Limited ("PepsiCo Ireland"), entered into the private limited company agreement (the "Agreement") of PR Beverages Limited ("PR Beverages") for the purpose of forming a new joint venture of the companies' businesses in the Russian Federation ("Russia"). Under the Agreement, PBG Ireland will own sixty percent and PepsiCo Ireland will own forty percent of PR Beverages. PBG will contribute all of its tangible and intangible assets in Russia to PR Beverages. PepsiCo will issue to PR Beverages bottling appointments for PepsiCo beverage products in Russia on the same terms as in effect for PBG immediately prior to March 1, 2007. PepsiCo, through its subsidiaries, will also grant PR Beverages an exclusive license to manufacture and sell the concentrate for such products in Russia. Each party will also contribute cash or issue notes to PR Beverages.

PR Beverages will be governed by an eight-member board of directors with each of PBG Ireland and PepsiCo Ireland having the right to appoint four directors. In the event of a tie vote by the board, the Chief Executive Officer of PBG is entitled to cast the deciding vote, subject to PepsiCo's right to veto certain limited matters, including a significant acquisition or disposition outside the ordinary course of business, a related party transaction involving PBG, and the issuance of new shares in PR Beverages. The day-to-day operations of PR Beverages in Russia will be managed by PBG's existing team in Russia pursuant to the terms of an annual operating plan approved by the board.

PepsiCo is a significant shareholder of PBG and owns approximately forty-four percent of the voting power of all classes of PBG's voting stock.

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the designation of Barry H. Beracha as Non-Executive Chairman of the Board of Directors (the "Board") of The Pepsi Bottling Group, Inc. (the "Company") upon John T. Cahill's departure as Executive Chairman in early 2007 as discussed in Item 5.02 below, on July 19, 2006, the Board approved the following compensation for Mr. Beracha, in addition to the compensation paid to him as a non-employee director of the Company: (i) an annual cash retainer of $200,000 commencing on the date Mr. Beracha begins to serve as Non-Executive Chairman; and (ii) a $100,000 annual grant of immediately vested restricted stock units, which shall be settled in shares of the Company's common stock and which shall be deferred until Mr. Beracha ceases to serve on the Board. The initial grant of restricted stock units will be made on July 24, 2006 and additional grants will be made annually on the anniversary of the date Mr. Beracha begins to serve as Non-Executive Chairman, so long as he continues in that role. The grants of restricted stock units will be made under the PBG Directors’ Stock Plan (the "Plan"), which has been amended accordingly. An amended and restated version of the Plan will be attached as an exhibit to the Company's Form 10-Q for fiscal quarter ended September 9, 2006.

Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2006, The Pepsi Bottling Group, Inc. (the "Company") entered into a new five year credit agreement (the "2006 Agreement") by and among: the Company, as borrower; Bottling Group, LLC (the Company's primary operating subsidiary), as guarantor; the banks, financial institutions and other institutional lenders who may serve as lenders (collectively, the "Lenders"); Citibank, N.A., as agent for the Lenders; Citigroup Global Markets Inc and HSBC Securities (USA) Inc., as joint lead arrangers and joint book managers; HSBC Bank USA, N.A., as syndication agent; and Lehman Brothers Bank, FSB, Deutsche Bank AG New York Branch, and JP Morgan Chase Bank, National Association, as co-documentation agents.

The 2006 Agreement establishes an unsecured revolving credit facility under which the Company may borrow up to $450 million. The Company may also, upon the agreement of either then existing lenders or of additional banks not currently party to the 2006 Agreement, increase the commitments under the 2006 Agreement up to $800 million. Subject to certain conditions stated in the 2006 Agreement, the Company may borrow, prepay and reborrow amounts under the 2006 Agreement at any time during the term of the 2006 Agreement. Funds borrowed may be used for general corporate purposes, including commercial paper backstop. Amounts are due on March 22, 2011 unless the commitments are terminated earlier at the request of the Company, or in the case of a default, by the Lenders. The 2006 Agreement also provides that standby letters of credit may be issued on behalf of the Company up to $250 million.

The 2006 Agreement contains customary representations and warranties and events of default. The 2006 Agreement also contains a financial covenant whereby, as of the end of any fiscal quarter during which there is an outstanding advance, the ratio of the Company's consolidated total debt to the Company's total capitalization may not exceed 0.75 to 1.0. In the event PepsiCo, Inc. is rated less than A- by S&P or less than A3 by Moody's, this covenant is replaced by a covenant whereby the ratio of the Company's consolidated total debt to the Company's consolidated EBITDA for the preceding four consecutive fiscal quarters may not exceed 5.0 to 1.0.

The foregoing description of the 2006 Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2006 Agreement, which shall be attached to the Company's next Form 10-Q.

The five year credit agreement entered into by the Company in April 2004 (the "2004 Agreement") remains in effect. At this time, the Company has not borrowed any funds under the 2004 Agreement or the 2006 Agreement.

The Lenders under the 2006 Agreement are lenders under the 2004 Agreement along with seven other banking institutions. In the ordinary course of their respective businesses, the Lenders and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Company and its affiliates.

Item 1.01 Entry into a Material Definitive Agreement.

On February 2, 2006, the Board of Directors (the "Board") of The Pepsi Bottling Group, Inc. ("PBG") approved changes to the compensation program for PBG non-employee directors ("Directors") and implemented formal stock ownership guidelines for Directors. The changes to the Directors’ compensation program were recommended by the Board’s independent compensation consultant and the Nominating and Corporate Governance Committee of the Board. The changes impact only the equity component of the program. No changes were made to the cash component of the program. The terms of the Directors’ compensation program are embodied within the PBG Directors’ Stock Plan (the "Plan"). An amended and restated version of the Plan will be attached as an exhibit to the PBG Form 10-K for fiscal year 2005.

Pursuant to the Plan changes approved by the Board, Directors will be entitled to receive an annual equity award comprised of restricted stock units ("RSUs") with a value of $60,000 and stock options with a face value of $180,000. Under the prior program, which had been in place since 2003, the annual equity award was comprised solely of stock options, with a face value of $300,000. The actual number of RSUs and stock options actually granted to each Director will be determined by dividing the applicable value by the Fair Market Value (as defined in the Plan) of PBG common stock on the grant date, April 1. The RSUs will be immediately vested and will be settled in shares of PBG common stock. Directors generally have a one-time opportunity to elect to defer their RSU awards. Stock options are granted with an exercise price equal to the Fair Market Value of PBG common stock on the grant date and are immediately vested. The options expire upon the earlier of the tenth anniversary of the grant date or five years after the Director terminates services as a director of PBG. The Directors’ right under the current Plan to convert stock options into shares of PBG common stock and defer such shares into phantom units has been eliminated. Upon being elected to the Board, new Directors will continue to receive a one-time restricted stock award of $25,000.

The Board also approved formal stock ownership guidelines for the Directors. Under these guidelines, each Director is expected to own 6,000 shares of PBG common stock within 5 years of commencing services as a Director of PBG. Stock options held by the Directors are not counted towards the satisfaction of these guidelines.

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.