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 27, 2003, 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 17, 2004.
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 Chief January 14, 2004
- --------------------------- Executive Officer
John T. Cahill
/s/ Alfred H. Drewes Senior Vice President and Chief January 14, 2004
- --------------------------- Financial Officer
Alfred H. Drewes (Principal Financial Officer)
/s/ Andrea L. Forster Vice President and Controller
- --------------------------- (Principal Accounting Officer) March 2, 2004
Andrea L. Forster
/s/ Linda G. Alvarado Director December 17, 2003
- ---------------------------
Linda G. Alvarado
/s/ Barry H. Beracha Director January 6, 2004
- ---------------------------
Barry H. Beracha
/s/ Ira D. Hall Director December 19, 2003
- ---------------------------
Ira D. Hall
/s/ Thomas H. Kean Director December 12, 2003
- ---------------------------
Thomas H. Kean
/s/ Susan D. Kronick Director December 15, 2003
- ---------------------------
Susan D. Kronick
/s/ Blythe J. McGarvie Director December 19, 2003
- ---------------------------
Blythe J. McGarvie
/s/ Margaret D. Moore Director December 18, 2003
- ---------------------------
Margaret D. Moore
/s/ Clay G. Small Director December 17, 2003
- ---------------------------
Clay G. Small
/s/ Craig E. Weatherup Director December 31, 2003
- ---------------------------
Craig E. Weatherup