BOTTLING GROUP, LLC



                   4-5/8% SENIOR NOTES DUE NOVEMBER 15, 2012



                          REGISTRATION RIGHTS AGREEMENT





                                                                November 7, 2002



Credit Suisse First Boston Corporation

Deutsche Bank Securities Inc.

Salomon Smith Barney Inc.

Banc of America Securities LLC

J.P. Morgan Securities Inc.

Lehman Brothers Inc.

c/o Credit Suisse First Boston Corporation

    Eleven Madison Avenue

    New York, New York 10010-3629



Ladies and Gentlemen:



      Bottling Group, LLC, a Delaware limited liability company (the "Issuer"),

proposes to issue and sell to Credit Suisse First Boston Corporation, Deutsche

Bank Securities Inc., Salomon Smith Barney Inc., Banc of America Securities LLC,

J.P. Morgan Securities Inc. and Lehman Brothers Inc. (collectively, the "INITIAL

PURCHASERS"), upon the terms set forth in a purchase agreement of even date

herewith (the "PURCHASE AGREEMENT"), $1,000,000,000 aggregate principal amount

of its 4-5/8% Senior Notes due November 15, 2012 (the "NOTES"), which will be

issued pursuant to an Indenture (the "INDENTURE") to be entered into among the

Issuer, the Guarantor and JPMorgan Chase Bank, as trustee (the "TRUSTEE").

Payment of principal of and interest and premium, if any, on the Notes will be

unconditionally and irrevocably guaranteed on a senior unsecured basis (the

"GUARANTEE") by PepsiCo, Inc., a North Carolina corporation (the "GUARANTOR"

and, together with the Issuer, the "OFFERORS"), with the Guarantee becoming

effective on the Guarantee Commencement Date (as defined in the Indenture),

except that, under certain circumstances described in the Indenture, the

Guarantee may not become effective or may become effective as to less than all

of the principal of and interest and premium, if any, on





<PAGE>

the Notes, as described in the Indenture. The Notes and the Guarantee are

together referred to as the "INITIAL SECURITIES." As an inducement to the

Initial Purchasers to enter into the Purchase Agreement, each Offeror severally

agrees with the Initial Purchasers, for the benefit of the Initial Purchasers

and the holders of the Initial Securities (including, without limitation, the

Initial Purchasers), the Exchange Securities (as defined below) and the Private

Exchange Securities (as defined below) (collectively, the "HOLDERS"), as

follows:



      1. Registered Exchange Offer. The Offerors shall, at their own cost

(subject to the provisions of Section 4), prepare and, not later than 135 days

(or, if the 135th day is not a business day, the first business day thereafter,

such day being a "FILING DEADLINE") after the date of original issuance of the

Initial Securities (the "CLOSING DATE"), file with the Securities and Exchange

Commission (the "COMMISSION") a registration statement (together with all

amendments and supplements thereto, including post-effective amendments, in each

case including the prospectus contained therein, all exhibits thereto and all

documents incorporated by reference therein, the "EXCHANGE OFFER REGISTRATION

STATEMENT") on an appropriate form under the United States Securities Act of

1933, as amended (the "SECURITIES ACT"), with respect to a proposed offer (the

"REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities

(as defined in Section 6), who are not prohibited by any law or policy of the

Commission from participating in the Registered Exchange Offer, to issue and

deliver to such Holders, in exchange for the Initial Securities, a like

aggregate principal amount of debt securities of the Offerors issued under the

Indenture, and identical in all material respects to the Initial Securities

(except for the transfer restrictions relating to the Initial Securities and the

provisions relating to the matters described in Section 6) that would be

registered under the Securities Act (the "EXCHANGE SECURITIES"). The Exchange

Securities will be issued under the Indenture. Each Offeror shall use its best

efforts to (i) cause such Exchange Offer Registration Statement to become

effective under the Securities Act within 195 days (or, if the 195th day is not

a business day, the first business day thereafter, such day being an

"EFFECTIVENESS DEADLINE") after the Closing Date and (ii) keep the Exchange

Offer Registration Statement effective for not less than 30 days (or longer, if

required by applicable law) after the date notice of the Registered Exchange

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