0000950103-10-000063 Sample Contracts

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Merger Agreement • January 11th, 2010 • Pepsico Inc • Beverages

On August 3, 2009, (i) PepsiCo, Inc. ("PepsiCo"), The Pepsi Bottling Group, Inc. ("PBG") and PepsiCola Metropolitan Bottling Company ("Metro") entered into an Agreement and Plan of Merger (the "PBG merger agreement") and (ii) PepsiCo, PepsiAmericas, Inc. ("PAS") and Metro entered into an Agreement and Plan of Merger (the "PAS merger agreement" and, together with the PBG merger agreement, the "merger agreements"). Upon the terms and subject to the conditions of the PBG merger agreement, PBG will be merged with and into Metro (the "PBG merger"), with Metro continuing as the surviving corporation and a wholly owned subsidiary of PepsiCo, and upon the terms and subject to the conditions of the PAS merger agreement, PAS will be merged with and into Metro (the "PAS merger") with Metro continuing as the surviving corporation and a wholly owned subsidiary of PepsiCo. The PBG merger and the PAS merger are referred to collectively as the “mergers.”

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