EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Pamela C. McGuire and Steven M. Rapp, signing singly, the
undersigned's true and lawful attorney-in-fact to execute and file on behalf of
the undersigned in the undersigned's capacity as a Director and /or Executive
Officer of The Pepsi Bottling Group, Inc. ("PBG") all necessary and/or required
applications, reports, registrations, information, documents and instruments
filed or required to be filed by PBG with the Securities and Exchange Commission
("SEC"), any stock exchanges or any governmental official or agency, including
without limitation:
1) execute and file any amendment or supplement to PBG's Annual
Report on Form 10-K for the year ended December 29, 2001, with
all exhibits thereto and other documents in connection
therewith (the "Form 10-K");
2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute the Form 10-K and timely file the Form 10-K;
3) execute and file Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5 and timely file such form;
5) execute and file Form 144 in accordance with Rule 144 of the
Securities Act of 1933 and the rules thereunder;
6) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 144 and timely file such form;
7) execute and file Registration Statements on Form S-8 under the
Securities Act of 1933;
8) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Registration Statements on Form S-8 and
timely file such form; and
9) take any other action of any type whatsoever in connection
with the foregoing, which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. Each of attorneys-in-fact named herein shall
have the power to act hereunder with or without the other. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is PBG assuming, any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as this 4th day of February, 2002.
THE PEPSI BOTTLING GROUP, INC.
By: /s/ Pamela C. McGuire
------------------------
Pamela C. McGuire
Senior Vice President, General Counsel
and Secretary
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Craig E. Weatherup Chairman of the Board February 7, 2002
- ----------------------
Craig E. Weatherup
/s/ John T. Cahill Chief Executive Officer and February 7, 2002
- ------------------ Director
John T. Cahill
/s/Alfred H. Drewes Senior Vice President and Chief February 7, 2002
- ------------------- Financial Officer (Principal
Alfred H. Drewes Financial Officer)
/s/ Andrea L. Forster Vice President and Controller February 6, 2002
- --------------------- (Principal Accounting Officer)
Andrea L. Forster
/s/ Linda G. Alvarado Director February 7, 2002
- ---------------------
Linda G. Alvarado
/s/ Barry H. Beracha Director February 7, 2002
- --------------------
Barry H. Beracha
/s/ Thomas W. Jones Director February 7, 2002
- -------------------
Thomas W. Jones
/s/ Thomas H. Kean Director February 1, 2002
- ------------------
Thomas H. Kean
/s/ Susan D. Kronick Director February 1, 2002
- --------------------
Susan D. Kronick
/s/ Margaret D. Moore Director February 4, 2002
- ---------------------
Margaret D. Moore