ESCROW AGREEMENT



      This Escrow Agreement (the "Agreement") is made as of the 4th day of

October 2002 by and among PBG Grupo Embotellador Hispano-Mexicano, S.L., a

Spanish limited liability company ("PBG Hispano"), Bottling Group, LLC, a

Delaware limited liability company ("BG" and together with PBG Hispano, the

"Bidder"), Enrique C. Molina Sobrino ("Molina") and The Bank of New York, a New

York banking corporation (the "Escrow Agent").



      WHEREAS, Molina and Bidder have entered on the date hereof into an

Agreement to Tender (the "Agreement to Tender") pursuant to which Molina agreed

to tender and not withdraw (except as permitted in section 3.2 of the Agreement

to Tender) the Molina Securities (as such term is defined in the Agreement to

Tender) in the Offers (as such term is defined in the Agreement to Tender);



      WHEREAS, pursuant to the Agreement to Tender, Molina has certain

indemnification obligations to Bidder (the "Obligations");



      WHEREAS, pursuant to the Agreement to Tender, the parties agreed that from

the purchase price for the Molina Securities, a sum equal to the U.S. dollar

equivalent of Ps.141,150,000 calculated at the exchange rate set forth in

Section 2.1 of the Agreement to Tender (the "Indemnity Amount") shall be

delivered to the Escrow Agent to be held as provided herein; and



      WHEREAS, capitalized terms used herein but not defined shall have the

meanings ascribed to them in the Agreement to Tender.



      NOW, THEREFORE, in consideration of the premises and the mutual agreements

hereinafter contained, the parties hereto agree as follows:



      1. Delivery of Escrow Amount.



      (a) Prior or on the date hereof, Molina shall have entered into

arrangements, reasonably satisfactory to Bidder for the delivery of the

Indemnity Amount to the Escrow Agent from the aggregate Offer Prices due to

Molina and the other Molina Shareholders if, in accordance with the terms of the

Agreement to Tender, Molina tenders and causes to be tendered the Molina

Securities in the Offers and Bidder accepts the tender of the Molina Securities.



      (b) The Escrow Agent shall, upon receipt of the Indemnity Amount deposit

such amount (such amount plus any interest accrued or other income earned

thereon, the "Escrow Amount") in an escrow account that it shall create (the

"Escrow Account"), and will hold the Escrow Amount in accordance with the terms

and conditions of this Agreement.





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      2. Escrow Fund Income.



      (a) The Escrow Agent shall invest any monies held in the Escrow Account in

any of the following investments (collectively, "Permitted Investments") as

directed in writing by Molina from time to time: (i) securities issued or

directly and fully guaranteed or insured by the United States government or any

agency or instrumentality thereof having maturities not exceeding one year; (ii)

certificates of deposit and eurodollar time deposits, in each case with

maturities not exceeding one year, and overnight bank deposits with any domestic

commercial bank having capital and surplus in excess of $500,000,000; (iii)

commercial paper rated A-1 or the equivalent thereof by Standard & Poor's

Corporation or P-1 or the equivalent thereof by Moody's Investors Service, Inc.;

and (iv) any other investment to which both Molina and Bidder may agree, and in

each case maturing within six months after the date of the delivery of the

Indemnity Amount to the Escrow Agent; provided, however, if the amount of monies

held in the Escrow Account is insufficient to make an investment in any

Permitted Investment, the Escrow Agent shall invest such monies in a money

market account of the Escrow Agent or a New York money center bank designated by

Molina.



      (b) Any interest accruing from time to time in the Escrow Account shall be

paid to Molina, monthly, unless otherwise directed by Molina; provided that to

the extent the Escrow Account has incurred any losses as a result of the

liquidation of investments made by the Escrow Agent, the Escrow Agent shall

withhold in the Escrow Account from such interest payments to be made to Molina

an amount equal to the lesser of (i) the total amount of interest to be paid to

Molina and (ii) the aggregate amount of such losses. Molina acknowledges that

payment of any interest earned on the monies held in the Escrow Account will be

subject to backup withholding penalties unless a properly completed Internal

Revenue Service Form W-8 certification is submitted to Escrow Agent. For tax

purposes, the monies held in the Escrow Account shall be the property of Molina

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