Exhibit 10.1


                                    FORM OF
                       EMPLOYEE RESTRICTED STOCK AGREEMENT

     AGREEMENT made as of the [       ](the "Grant  Date"),  by and between The
Pepsi Bottling Group, Inc., a Delaware  corporation having its principal office
at One Pepsi Way, Somers, New York 10589 ("PBG"), and [        ] ("you" or the
"Grantee").

                              W I T N E S S E T H:

     WHEREAS,  the Board of  Directors of PBG (the  "Board") has approved  PBG's
Long Term  Incentive  Plan (the  "Plan"),  for the  purposes  and subject to the
provisions set forth in the Plan; and

     WHEREAS, the Compensation and Management Development Committee of the Board
or its delegate (the  "Committee")  (which is authorized to administer the Plan)
has decided to grant you an award of shares of PBG's Common Stock subject to the
restrictions contained in this Agreement (the "Restricted Stock"); and

     WHEREAS,  the number of Restricted  Stock shares granted under the Plan are
to be  evidenced  by an  Agreement  in such form and  containing  such terms and
conditions, as the Committee shall determine;

         NOW, THEREFORE, it is mutually agreed as follows:

     1. Grant. In  consideration  of your remaining in the employ of PBG, or one
of its direct or indirect subsidiaries (collectively, the "Company"), PBG hereby
grants to you, on the terms and  conditions  set forth  herein,  an aggregate of
[       ]  shares of Restricted  Stock subject to, and in accordance  with,  the
terms set forth in this Agreement.

     2. Lapse of  Restrictions.  Subject to the terms and  conditions  set forth
herein,  your Restricted Stock award shall vest and all restrictions shall lapse
on [ ] so long as you  remain an  employee  of the  Company  through  such date;
provided,  however,  that if your  employment  terminates  as a  result  of your
Retirement (as defined below) or Total  Disability (as defined below),  then you
shall be  vested  with a  portion  of the  Restricted  Stock  award  which is in
proportion to your active service during the period commencing on the Grant Date
and ending on [ ]; provided further, however, that if such termination occurs by
reason of your death, then your legal  representative (or any person to whom the
Restricted  Stock may be transferred  by will or the applicable  laws of descent
and  distribution),  shall be fully vested in all of the Restricted Stock award.
Notwithstanding anything herein to the contrary,  unless otherwise determined by
the Committee, no Restricted Stock award shall become vested after the date your
employment with the Company terminates.

     3. Book  Account.  A book  account in respect of your shares of  Restricted
Stock shall be maintained by the Company until (i) the delivery of  unrestricted
shares to you or your estate,  subject to your delivery of any  documents  which
the Committee 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.

     4. Rights of Grantee and  Dividends.  Except as otherwise  provided in this
Agreement,  you shall  have no rights as a  shareholder  until  such time as the
restrictions  have lapsed and certificates for shares of Common Stock are issued
to you. All  dividends  declared and paid by PBG on shares of  Restricted  Stock
shall be deferred until the restrictions on such shares lapse in accordance with
Section 2. Such deferred dividends shall be held by the


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Company for your account.  Upon the  forfeiture  of the  Restricted  Stock,  any
deferred  dividends   attributable  to  such  Restricted  Stock  shall  also  be
forfeited.

     5. Misconduct. If the Committee or its delegate determines that the Grantee
has committed  "Misconduct" at any time prior to, or within twelve months after,
the vesting or payment of any Restricted  Stock,  then the Committee may, in its
sole discretion: (i) cancel any outstanding Restricted Stock and/or (ii) require
the  Grantee  to pay to the  Company  any  and all  amounts  realized  from  any
Restricted  Stock  which was paid  within the twelve  month  period  immediately
preceding the date of such  cancellation  (or if there is no  cancellation,  the
date on which such claim for payment is made). The Grantee commits Misconduct if
the  Committee or its  delegate  determines  that the Grantee:  (a) violated any
agreement  between the Company and the Grantee,  including  but not limited to a
violation  relating  to the  disclosure  of  confidential  information  or trade
secrets,  the  solicitation  of employees,  customers,  suppliers,  licensors or
contractors,  or the performance of competitive services; (b) engaged in any act
which is  considered  by the  Committee  to be  contrary to the  Company's  best
interests,  including, but not limited to, recruiting or soliciting employees of
the Company;  (c) violated the Company's Code of Conduct or engaged in any other
activity which constitutes gross misconduct;  (d) engaged in unlawful trading in
the securities of PBG or of any other company based on  information  gained as a
result  of  his  or  her  employment  with  the  Company;  (e)  disclosed  to an
unauthorized person or misused confidential  information or trade secrets of the
Company;  (f) made any  statement  (whether  written,  oral or  electronic),  or
conveyed  any  information  about  the  Company  which is  disparaging  or which
reflects  negatively  upon the Company  unless  required by law or pursuant to a
Company  policy;  or (g)  Competed  (as defined  below) with the  Company.  This
paragraph  shall also apply if the Grantee commits  Misconduct  after his or her
employment with the Company terminates.

     6. Adjustment for Change in Common Stock. In the event of (a) any change in
the  outstanding  shares  of PBG  Common  Stock by reason  of any  split,  stock
dividend, recapitalization,  merger, reorganization,  consolidation, combination
or exchange of shares, (b) any separation of a corporation (including a spin-off
or other  distribution  of assets of the Company to its  shareholders),  (c) any
partial or complete  liquidation,  or (d) other similar corporate  change,  such
equitable  adjustments  shall  be made in your  Restricted  Stock  award  as the
Committee determines are necessary and appropriate,  including, if necessary, an
adjustment  in the maximum  number or kind of shares  subject to the  Restricted
Stock award  (including the conversion of shares subject to the Restricted Stock
award from PBG Common Stock to stock of another  entity).  Such adjustment shall
be conclusive and binding for all purposes of the Plan and this Agreement.

     7. Registration,  Listing and Qualification of Shares. The Restricted Stock
shall be  subject  to the  requirements  that if,  at any  time,  the  Committee
determines 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  conjunction  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 Committee. The Committee may require
that you make such  representations  and agreements and furnish such information
as the Committee deems  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 or agreements.

     8.   Nontransferability.   Unless  the  Committee  specifically  determines
otherwise:  (a) the Restricted  Stock is personal to the Grantee and, during his
or her lifetime, may be exercised

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only by the Grantee,  and (b) the Restricted  Stock shall not be transferable or
assignable, other than by will or the laws of descent and distribution,  and any
such purported transfer or assignment shall be null and void.

     9. Definitions.  As used in this Agreement,  the following terms shall have
the meanings set forth below:

     (a) "Competed" shall mean (i) worked for, managed, operated,  controlled or
participated  in the  ownership,  arrangement,  operation,  or control of, or be
connected  with or served on the board of  directors  of any  company  or entity
which  engages in the  production,  marketing  or sale of any product or service
produced,  marketed or sold by the Company; or (ii) any action or omission which
is injurious  to the Company or which  diverts  customers or suppliers  from the
Company.

     (b)  "Retirement"  shall  have the  meaning  (i)  used in the PBG  Salaried
Employees Retirement Plan (the "Retirement Plan"), as then in effect, whether it
occurs  (without  limitation) on the Grantee's  Early  Retirement  Date,  Normal
Retirement  Date or Late  Retirement  Date (each as  defined  in the  Retirement
Plan), or (ii) in the absence of such  Retirement  Plan being  applicable to the
Grantee, as determined by the Committee in its sole discretion.

     (c)  "Total   Disability"  shall  mean  becoming  totally  and  permanently
disabled,  as determined for purposes of the Company's Long Term Disability Plan
(or in the absence of such Disability Plan being  applicable to the Grantee,  as
determined by the Committee in its sole discretion).

     10.  Notices.  Any  notice  to be  given  to PBG  under  the  terms of this
Agreement shall be addressed to PBG's Executive  Compensation Group at One Pepsi
Way,  Somers,  New  York  10589,  or such  other  address  as PBG may  hereafter
designate  to the  Grantee.  Any such  notice  shall be deemed to have been duly
given when personally delivered,  addressed as aforesaid,  or when enclosed in a
properly  sealed  envelope or wrapper,  addressed as aforesaid,  and  deposited,
postage prepaid, with the federal postal service.

     11.      Binding Effect.

     (a) This  Agreement  shall be binding  upon and inure to the benefit of any
assignee or successor in interest to PBG,  whether by merger,  consolidation  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 would be required to perform it if no such  succession
had taken place.

     (b) This  Agreement  shall be binding  upon and inure to the benefit of the
Grantee or his legal  representative and any person to whom the Restricted Stock
award  may be  transferred  by  will  or the  applicable  laws  of  descent  and
distribution.

     12. No Contract of Employment;  Agreement's Survival. This Agreement is not
a contract of  employment,  nor does it impose on the Company any  obligation to
retain the Grantee in its employ.  This Agreement  shall survive the termination
of the Grantee's employment for any reason.

     13.  Amendment;  Waiver.  No provision of this  Agreement may be amended or
waived  unless  agreed  to in  writing  and  signed by the  Committee.  Any such
amendment

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to this Agreement  that is adverse to the Grantee shall not be effective  unless
and until the Grantee consents,  in writing,  to such amendment.  The failure to
exercise,  or any delay in  exercising,  any right,  power or remedy  under this
Agreement shall not waive any right, power or remedy which the Company has under
this Agreement.

     14.  Severability  or Reform by Court.  In the event that any  provision of
this  Agreement is deemed by a court to be broader than  permitted by applicable
law, then such provision shall be reformed (or otherwise revised or narrowed) so
that it is enforceable to the fullest extent permitted by applicable law. If any
provision  of this  Agreement  shall be  declared  by a court to be  invalid  or
unenforceable  to any extent,  the validity or  enforceability  of the remaining
provisions of this Agreement shall not be affected.

     15.  Prospectus.  The Grantee  consents to receive  copies of the Plan, the
Plan  Prospectus  and  other  Plan   information,   including,   if  applicable,
information  prepared to comply with laws  outside the United  States,  from the
Company's employee intranet at  http:\\.execcomp.pbg.pvt,  following the receipt
of the  Restricted  Stock  Agreement.  The  Grantee  also  consents  to  receive
stockholder  information,  including copies of any annual report, proxy and Form
10-K,  from the investor  relations  section of the PBG web site at www.pbg.com.
The Grantee  acknowledges  that this  consent may be  withdrawn  only by written
notice in accordance with Section 10, which notice may be given at any time, and
that written copies of the Plan,  Plan  Prospectus,  other Plan  information and
stockholder  information  are  available  by  written  request  to  the  Company
secretary.

     16. Plan Controls.  The Restricted Stock award and the terms and conditions
set forth herein are subject in all respects to the terms and  conditions of the
Plan and any operating  guidelines or other policies or regulations which govern
administration of the Plan, which shall be controlling.  PBG reserves its rights
to amend or  terminate  the Plan at any time without the consent of the Grantee;
provided, however, that the Restricted Stock award outstanding under the Plan at
the  time  of  such  action  shall  not  be  adversely  affected  thereby.   All
interpretations  or  determinations  of the  Committee or its delegate  shall be
final,  binding and conclusive  upon the Grantee (and his legal  representatives
and any recipient of a transfer of the  Restricted  Stock award) on any question
arising hereunder or under the Plan, the operating  guidelines or other policies
or regulations which govern administration of the Plan.

     17. Rights to Future Grants.  By entering into this Agreement,  the Grantee
acknowledges  and agrees that (i) the award and  acceptance of Restricted  Stock
pursuant to this  Agreement  does not  entitle  the Grantee to future  grants of
stock  options or other  awards in the future  under the Plan or any other plan;
(ii) the Plan is established  voluntarily by the Company,  is  discretionary  in
nature,  and may be modified,  amended or  terminated by the Company at any time
unless  otherwise  provided  in  the  Plan  or in  this  Agreement;  (iii)  this
restricted stock grant is not part of normal or expected  compensation or salary
for any  purposes,  including,  but not limited to  calculating  any  severance,
termination, redundancy, bonuses, retirement payments or similar payment insofar
as permitted by law; (iv) no claim or  entitlement  to  compensation  or damages
shall arise from  termination  or diminution in value of this  restricted  stock
grant resulting from the termination of Grantee's employment by the Company.

     18.  Compliance  with Law. The Grantee further agrees to seek all necessary
approval under, make all required  notifications under and comply with all laws,
rules and regulations applicable to the ownership of stock options and stock and
the  exercise of stock  options,  including,  without  limitation,  currency and
exchange laws, rules and regulations.

     19. Data  Transfer.  By accepting  the  Restricted  Stock,  the Grantee has
voluntarily  consented  to the  collection,  use,  processing  and  transfer  of
personal data about the Grantee,  including the Grantee's name, home address and
telephone  number,  date of birth,  social  security

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number or other employee identification number, salary, nationality,  job title,
and details of the Restricted Stock and all other equity awards from the Company
for the purpose of managing  and  administering  the Plan ("Plan  Administration
Data").  The Company  will  transfer  Plan  Administration  Data  internally  as
necessary for the purpose of  implementation,  administration  and management of
the Grantee's  participation in the Plan, and PBG and any subsidiary included in
the Company may each  further  transfer  Plan  Administration  Data to any third
parties  assisting  the  Company  in  the  implementation,   administration  and
management  of the Plan,  including  the  transfer of Plan  Administration  Data
within and outside of the Grantee's country of residence.

     20.  Governing  Law and  Documents.  This  Agreement  shall be governed by,
construed  and  enforced in  accordance  with the laws of the state of Delaware,
without  giving  effect to  conflict  of laws  principles.  If the  Grantee  has
received  this or any  other  document  related  to the Plan  translated  into a
language other than English (and if the translated version is different than the
English version), the English version will control in all cases.

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


                                            The Pepsi Bottling Group, Inc.



                                            BY:______________________




I confirm my understanding of the foregoing
and accept the Restricted Stock award 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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