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, 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 28, 2002, 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 the attorneys-in-fact named herein shall have the power to act
hereunder with or without the other. The undersigned acknowledges that the
foregoing attorneys-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 of January 29, 2003.
THE PEPSI BOTTLING GROUP, INC.
By: /s/ Pamela C. McGuire
---------------------
Pamela C. McGuire
Senior Vice President, General
Counsel and Secretary
SIGNATURE TITLE DATE
/s/ John T. Cahill Chairman of the Board and January 29, 2003
- ------------------ Chief Executive Officer
John T. Cahill
/s/Alfred H. Drewes Senior Vice President and February 5, 2003
- ------------------- Chief Financial Officer
Alfred H. Drewes (Principal Financial Officer)
/s/ Andrea L. Forster Vice President and Controller January 31, 2003
- --------------------- (Principal Accounting Officer)
Andrea L. Forster
/s/ Linda G. Alvarado Director February 4, 2003
- ---------------------
Linda G. Alvarado
/s/ Barry H. Beracha Director February 4, 2003
- --------------------
Barry H. Beracha
/s/ Ira D. Hall Director March 27, 2003
- ---------------
Ira D. Hall
/s/ Thomas H. Kean Director January 29, 2003
- ------------------
Thomas H. Kean
/s/ Susan D. Kronick Director January 30, 2003
- --------------------
Susan D. Kronick
/s/ Blythe J. McGarvie Director January 31, 2003
- ----------------------
Blythe J. McGarvie
/s/ Margaret D. Moore Director February 4, 2003
- ---------------------
Margaret D. Moore
/s/ Clay G. Small Director January 29, 2003
- -----------------
Clay G. Small
/s/ Craig E. Weatherup Director February 5, 2003
- ----------------------
Craig E. Weatherup