0000950157-09-000466 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of August 3, 2009
Agreement and Plan of Merger • August 4th, 2009 • Pepsi Bottling Group Inc • Beverages • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 3, 2009 among The Pepsi Bottling Group, Inc., a Delaware corporation (the “Company”), PepsiCo, Inc., a North Carolina corporation (“Parent”), and Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey corporation wholly-owned by Parent (“Merger Subsidiary”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 4th, 2009 • Pepsi Bottling Group Inc • Beverages

AMENDMENT NO. 1, dated as of August 3, 2009 (this “Amendment No. 1”), to the Rights Agreement (the “Rights Agreement”), dated as of May 18, 2009, between THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

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