Item 1.01. Entry into a Material Definitive Agreement;

On May 18, 2009, the Company simultaneously terminated its existing rights agreement and entered into a new Rights Agreement with Mellon Investor Services LLC, as Rights Agent. The terms of the new Rights Agreement are identical (except for new dates) to the terms of the prior rights agreement, as described in the Company's 8-K filed on May 4, 2009, and incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 above is incorporated by reference into this Item 1.02.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.03.

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

On May 18, 2009, each of the Company's executive officers voluntarily terminated his existing retention agreement and entered into a new retention agreement with the Company on identical terms (except for new dates). Please refer to the information set forth in Item 5.02 of the Company's 8-K filed May 4, 2009, which is incorporated by reference herein.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board amended and restated certain provisions of the Company's Bylaws, effective on May 18, 2009, in a manner identical to the Bylaw amendments described in Item 5.03 of the Company's 8-K filed May 4, 2009, and such description is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibit is filed as a part of this Report.

Exhibit No. Description
3.1 Amendments to the Bylaws of The Pepsi Bottling Group, Inc., effective May 18, 2009.

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