Exhibit 10.4

                                    Form of
                              Non-Employee Director
                           Restricted Stock Agreement

AGREEMENT, made as of this [       ] (the "Grant Date") by and between The Pepsi
Bottling  Group,  Inc., a Delaware  corporation  ("PBG"),  having its  principal
office at One Pepsi Way, Somers, New York and [_______]("you" or the "Grantee").

                                   WITNESSETH

WHEREAS, pursuant to The PBG Directors' Stock Plan (the "Plan"), the Grantee has
been granted the Restricted  Stock described  herein on the terms and conditions
set forth herein:

NOW, THEREFORE, it is mutually agreed as follows:

     1. Grant.  PBG hereby  grants to you [       ] shares of PBG Common  Stock
in the form of Restricted Stock subject to, and in  accordance  with, the terms
and conditions set forth in this Agreement.

     2. Rights of Grantee.  Except as otherwise provided in this Agreement,  you
shall be  entitled,  at all times on and after the Grant Date,  to exercise  all
rights of a shareholder  with respect to shares of  Restricted  Stock granted to
you hereunder (whether or not the restrictions thereon shall have lapsed), other
than with respect to those shares of Restricted Stock which have been forfeited,
including  the right to vote the  shares  of  Restricted  Stock  and the  right,
subject to Section 5, to receive dividends thereon.

     3. Lapse of  Restrictions.  Subject to the terms and  conditions  set forth
herein,  your  Restricted  Stock shall vest and all  restrictions  thereon shall
lapse on  [       ]  so long as your service as a Director of PBG shall not have
terminated  prior to such  date;  provided,  however,  that,  in the event  your
service as a Director of PBG shall have  terminated  prior to  [       ]  as the
result of your death or Disability (as defined  below),  your  Restricted  Stock
shall vest and all restrictions thereon shall lapse immediately. Notwithstanding
the  foregoing,  even after your  Restricted  Stock  vests and the  restrictions
thereon lapse,  you may not sell or otherwise  transfer any shares of PBG Common
Stock issued to you hereunder prior to the date you cease to serve as a Director
of PBG. You have a "Disability" if you are totally and  permanently  disabled as
determined  using the standards  PBG applies under its the long term  disability
program.

     4. Book  Account.  A book  account in respect of your shares of  Restricted
Stock shall be maintained by PBG until (i) the delivery of  unrestricted  shares
to you or your estate, subject to your delivery of any documents which the Board
of Directors  may require as a condition to the issuance of shares of PBG Common
Stock  and the  delivery  of such  shares  to you or your  estate,  or (ii)  the
forfeiture of your Restricted Stock.

     5.  Dividends.  All  dividends  declared  and  paid  by  PBG on  shares  of
Restricted Stock in PBG Common Stock shall be deferred until the restrictions on
the  shares of  Restricted  Stock


<PAGE>


lapse in accordance  with Section 3. These deferred  dividends  shall be held by
the Company for your account.  Upon the forfeiture of the Restricted  Stock, any
deferred  dividends   attributable  to  such  Restricted  Stock  shall  also  be
forfeited.  Dividends  declared and paid by PBG on shares of Restricted Stock in
cash shall not be subject to such restrictions.

     6.  Misconduct.  Notwithstanding  anything to the contrary  herein,  if you
commit  "Misconduct,"  you shall forfeit all rights to any  Restricted  Stock or
shares of PBG  Common  Stock  issued to you  hereunder.  Misconduct  occurs if a
majority of the Board of Directors  determines that you have: (a) engaged in any
act  which  is  considered  to be  contrary  to the  Company's  best  interests,
including,  but not  limited to,  recruiting  or hiring  away  employees  of the
Company;  (b)  violated  the  Company's  Code of Conduct or engaged in any other
activity which constitutes gross misconduct;  (c) engaged in unlawful trading in
the securities of PBG or of any other company based on  information  gained as a
result of your service as a Director of PBG; or (d) disclosed to an unauthorized
person or misused confidential information or trade secrets of the Company.

     7. Registration, Listing and Qualifications of Shares. The Restricted Stock
shall be subject to the requirement that if, at any time, the Board of Directors
shall  determine  that the  registration,  listing  or  qualification  of shares
covered hereby upon any securities exchange or under any foreign, federal, state
or local law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
the  Restricted  Stock,  no shares  shall be  issued  until  such  registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any  condition not  acceptable  to the Board of Directors.  The Board of
Directors  may require that you make such  representations  and  agreements  and
furnish such  information as the Board of Directors  deem  appropriate to assure
compliance  with or exemption from the foregoing or any other  applicable  legal
requirement, and may cause the certificate or certificates issued to you to bear
a legend  indicating  the  existence  of any  restriction  resulting  from  such
representations and agreements.

     8.  Adjustment for Change in Capital  Stock.  In the event of any change in
the outstanding  shares of PBG Common Stock by reason of any stock split,  stock
dividend,  recapitalization,  merger,  consolidation,  combination,  spinoff, or
exchange of shares or similar corporate change,  the Board of Directors may make
such  equitable  adjustments to the number and type of shares which are issuable
to you hereunder, as the Board of Directors deem necessary or appropriate.

     9. Amendment.  The Board of Directors may amend the terms and conditions of
this Agreement at any time and without your consent; provided, however, that (a)
no such  amendment  shall be adverse to you, and (b) the  amendment is permitted
under the Plan.

     10. No Rights to Continue as a Director.  The  Restricted  Stock granted to
you hereunder  does not confer on you any right to continue as a Director of PBG
or  interfere  in any way with the right of PBG to  determine  the terms of your
directorship.

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<PAGE>


     11. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of any  assignee or  successor  in  interest to PBG,  whether by merger,
consolidation,  restructuring or the sale of all or  substantially  all of PBG's
assets. PBG will require any successor (whether direct or indirect, by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or assets of PBG to expressly  assume and agree to perform this Agreement in
the same manner and to the same extent that PBG should be required to perform if
no such  succession had taken plan. This Agreement shall be binding and inure to
the benefit of you or your legal representative or any person to whom shares may
be transferred by will or the laws of descent and distribution.

     12. Receipt of Prospectus.  You hereby acknowledge that you have received a
copy of the Prospectus relating to the Plan.

     13. Plan Controls.  The  Restricted  Stock and the terms and conditions set
forth herein are subject in all respects to the terms and conditions of the Plan
and any policies or regulations  which govern  administration of the Plan, which
shall be controlling.  All  interpretations  or  determinations  of the Board of
Directors  shall be  final,  binding  and  conclusive  upon  you and your  legal
representatives  on any  question  arising  hereunder or under the Plan or other
policies or regulations which govern administration of the Plan.

     14.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the substantive laws of the State of Delaware.

     Please  indicate  your  understanding  and  acceptance  of the foregoing by
signing and returning a copy of this Agreement.

                                            The Pepsi Bottling Group, Inc.

                                            BY: ________________________________

ATTEST:

______________________________


I confirm my understanding of the foregoing and
accept the Restricted Stock described above subject
to the terms and conditions described herein.


______________________________
Grantee


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PLEASE RETURN AN ORIGINALLY  SIGNED  AGREEMENT TO PBG'S  EXECUTIVE  COMPENSATION
GROUP IN THE ENCLOSED ENVELOPE BY [ ].
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