Exhibit 10


                                 AMENDMENT NO. 1
                                       TO
                                       THE
                            PBG DIRECTORS' STOCK PLAN

     THIS AMENDMENT is made by The Pepsi Bottling Group, Inc. (the "Company") to
be effective as of the date set forth below.

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the Board of Directors of the Company unanimously approved the PBG
Directors' Stock Plan (the "Plan") effective May 23, 2001;

     WHEREAS,  the Plan provides  compensation to those members of the Board who
are not employees of the Company;

     WHEREAS,  Section  14 of the Plan  permits  the  Board to amend the Plan in
whole or in part, from time to time; and

     WHEREAS, pursuant to the authority granted to the Board under the Plan, the
Board, by resolution duly adopted on January 24, 2003, approved amendment of the
Plan to increase the compensation payable thereunder in order for the Company to
continue to be able to attract and retain outside  directors with experience and
ability.

     NOW, THEREFORE, Section 6(b) of the Plan is amended in its entirety to read
as follows:

     "(b) The number of Options to be  included  in each  option  award shall be
          determined by dividing the Grant Amount (as defined below) by the Fair
          Market Value (as defined  below) of a share of PBG Common Stock on the
          Option Grant Date or Pro-Rated Option Grant Date, as applicable, or if
          such  day  is  not a  trading  day on  the  NYSE,  on the  immediately
          preceding trading day. Grant Amount shall mean $300,000,  except that,
          in the  case  of a  Pro-Rated  Grant,  Grant  Amount  shall  mean  the
          following:  (i) $225,000 in the case of an  individual  who  commences
          service as a director of PBG on or after April 2 and on or before June
          30; (ii) $150,000 in the case of an individual  who commences  service
          as a director of PBG on or after July 1 and on or before September 30;
          (iii) $75,000 in the case of an individual who commences  service as a
          director of PBG on or after October 1 and on or before December 31. No
          Pro-Rated  Grant  shall  be made  in the  case  of an  individual  who
          commences service as a director of PBG on or after January 1 and on or
          before March 31. The number of Options so determined  shall be rounded
          to the nearest number of whole Options. "Fair Market Value" shall mean
          the  average of the high and low per share sale  prices for PBG Common
          Stock on the composite tape for securities  listed on the NYSE for the
          day in question, except that such average price shall be rounded up to
          the nearest one-fourth."

     Except as provided herein,  the provisions of the Plan shall remain in full
force and effect.

<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized corporate officer on this the 31st day of March, 2003.



(corporate)                                     THE PEPSI BOTTLING GROUP, INC.


                                                By:  /s/ L. Kevin Cox
                                                     -----------------
                                                     Senior Vice President and
                                                     Chief Personnel Officer

Approved:


/s/ Pamela C. McGuire
---------------------
Senior Vice President, General Counsel
and Secretary