Exhibit 10.3

                                    Form of
                              Non-Employee Director
                          Annual Stock Option Agreement


AGREEMENT,  made as of this [       ] 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 "Optionee").


                                   WITNESSETH


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

NOW, THEREFORE, it is mutually agreed as follows:

     1. Grant.  In  consideration  of your  remaining  as a Director of PBG, PBG
hereby  grants to you,  on the terms and  subject  to the  conditions  set forth
herein, the right and option to purchase an aggregate of [       ] shares of PBG
Common Stock,  par value $.01 per share,  at a price per share of [       ] (the
"Option  Exercise  Price"),  which was the Fair Market  Value (as defined in the
Plan) of PBG Common Stock on [       ] (the "Grant Date").


     2. Exercise  Dates and Term.  Subject to the terms and conditions set forth
herein,  your Options shall vest immediately and become exercisable on the Grant
Date.  Your Options  shall  terminate  and no shares may be purchased in respect
thereof after the day preceding the tenth anniversary of the Grant Date.


     3.  Exercising  Options.  Subject  to the  terms and  conditions  set forth
herein, all or a portion of your Options may be exercised pursuant to procedures
that the  Board of  Directors  shall  establish  from  time to time,  including,
without  limitation,  procedures  regarding  the  frequency  of exercise and the
minimum  number of Options which may be exercised at any time.  You may exercise
your Options by giving an exercise  notice to PBG in the manner  specified  from
time to time by the Board of  Directors.  Your Options may be exercised by using
either the standard exercise procedure or the cashless exercise procedure. These
procedures  are described in the  Prospectus  related to the Plan.  From time to
time, the Board of Directors may change or adopt additional  procedures relating
to your Option exercises.


     4. Effect of Death and  Disability.  No Option may be  exercised  after you
cease to be a director of PBG, except that:


<PAGE>


          (a) if such cessation occurs by reason of your death, the Options then
     held by you will  pass by your will (or if you die  without a will,  by the
     laws of descent and  distribution),  and may be exercised by your  personal
     representative,  or by whomever inherits your Options, at any time, through
     and including the day  preceding the tenth  anniversary  of the Grant Date.
     Thereafter,  the Options shall  terminate and no shares may be purchased in
     respect thereof; and

          (b) if such cessation  occurs by reason of your Disability (as defined
     below),  the  Options  then held by you may be  exercised  by you until the
     expiration of such Options in accordance with the terms hereof.  If, at any
     time, you suffer a Disability or are otherwise incapable of exercising your
     Options before the expiration thereof,  the Board of Directors may take any
     steps they deem  appropriate  to prevent such Options from lapsing prior to
     being exercised. 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.


     5.  Misconduct.  Notwithstanding  anything to the contrary  herein,  if you
commit  "Misconduct,"  you shall forfeit all rights to any unexercised  Options.
Misconduct occurs if a majority of the Board of Directors of PBG determines that
you have:  (a)  engaged in any act which is  considered  to be contrary to PBG's
best  interests,  including,  but not  limited  to,  recruiting  or hiring  away
employees  of PBG;  (b)  violated  PBG'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 PBG.


     6.  Nontransferability.  The  Options are  personal  to you and,  except as
provided in Section 4(b),  during your  lifetime,  may be exercised only by you.
You may not transfer or assign your  Options,  other than by will or the laws of
descent and distribution.


     7. Registration, Listing and Qualifications of Shares. The Options 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  Options  or the  purchase  of  shares  hereunder,  the  Options  may not be
exercised unless and 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

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<PAGE>


upon  exercise of the Options 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 you may
purchase  pursuant to the Options and the Option  Exercise Price 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, (b) no such  amendment  shall extend
the period  during which you may  exercise the Options and (c) the  amendment is
permitted under the Plan.


     10. No Rights.  The Options do 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.  You shall have no rights as a holder to PBG Common
Stock  with  respect  to  the  Options  granted   hereunder   unless  and  until
certificates for shares of PBG Common Stock are issued to you in respect of your
exercise of such Options.


     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,
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.

     (b) This Agreement shall be binding and inure to the benefit of you or your
legal  representative  or any person to whom the Options may be  transferred  by
will or the applicable 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.

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<PAGE>


     13.  Plan  Controls.  The Options  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 Options described above subject
to the terms and conditions described herein.



______________________________
Optionee



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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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