Exhibit 10.2

                                    FORM OF
                        PBG 2004 LONG-TERM INCENTIVE PLAN
                         EMPLOYEE STOCK OPTION AGREEMENT


     This document sets forth terms and  conditions  for the grant of options by
The Pepsi  Bottling  Group,  Inc., a Delaware  corporation  having its principal
office at One Pepsi Way,  Somers,  New York 10589 ("PBG") to the individual (the
"Optionee") named  in a grant notice provided separately to such individual (the
"Grant  Notice") to  purchase  shares  of  PBG  Common  Stock  pursuant  to  the
provisions of the PBG 2004 Long-Term  Incentive Plan (the "Plan").  By accepting
this  grant  of  options,  this  document  becomes  the  Optionee's  enforceable
agreement ("Agreement") to be bound by the terms and conditions set forth below,
as well as the provisions of the Plan.

     1. Grant. In consideration of the Optionee  remaining in the employ of PBG,
or one of its direct or indirect subsidiaries (collectively, the "Company"), PBG
granted on [       ] (the "Grant Date") to the Optionee, the right and option to
purchase the number of shares of PBG Common Stock set forth in the Grant Notice,
par  value  $.01 per  share,  at a price per share of  $[       ]  (the  "Option
Exercise  Price"),  which equals the Fair Market  Value (as defined  below) of a
share of PBG Common  Stock on the Grant Date.  The right to  purchase  each such
share is referred to herein as a "Year 200_  Option".  The Year 200_ Options are
not  incentive  stock  options (as  defined in Section  422(b) of  the  Internal
Revenue Code of 1986, as amended).

     2.  Exercisability.  Subject to the terms and  conditions set forth herein,
the Year 200_ Options shall vest and become  exercisable  over a  [       ]-year
period. The Year 200_ Options shall be exercisable through the day preceding the
tenth  anniversary  of the  Grant  Date  (the  "Option  Term"),  unless  earlier
terminated as provided herein.

     3. Exercise  Procedure.  Once exercisable and until terminated,  subject to
the terms and  conditions  set forth  herein,  all or a portion of the Year 200_
Options  may be  exercised  pursuant to  procedures  that the  Compensation  and
Management  Development Committee of the Board of Directors (the "Committee") or
its delegate shall establish from time to time,  including,  without limitation,
procedures  regarding the  frequency of exercise and the minimum  number of Year
200_ Options  which may be exercised at any time.  The Optionee may exercise the
Year 200_  Options by giving an  exercise  notice to PBG or its  delegate in the
manner  specified by the Committee or its delegate.  The current  procedures for
exercise are described in the Prospectus related to the Plan. From time to time,
the Committee or its delegate may change or adopt additional procedures relating
to the exercise of the Year 200_ Options.  The aggregate  Option  Exercise Price
for the shares being  purchased,  together with any amount which the Company may
be required to withhold  upon such  exercise in respect of  applicable  foreign,
federal  (including  FICA),  state and local taxes,  must be paid in full at the
time of issuance of such shares.  Such payment may be made by using the cashless
exercise  procedure.  In addition,  unless otherwise  provided by the Committee,
such  payment  may be  satisfied  by  tendering  (either  actually  or through a
certification procedure) previously acquired shares of PBG Common Stock that the
Optionee  has held for at least six  (6) months  (or such other period as may be
specified by then applicable accounting  standards).  If other arrangements have
not been made, the Optionee shall satisfy the requirement to withhold applicable
taxes by having the Company withhold shares of Common Stock having a Fair Market
Value on the date the tax is to be determined equal to not more than the minimum
amount of tax  required to be withheld  with  respect to the


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exercise unless a fractional share is payable in which case, such minimum amount
plus the next higher share will be withheld.

     4.  Effect  of Death,  Retirement,  Total  Disability  and  Termination  of
Employment.  The Year 200_  Options  shall  automatically  expire  upon,  and no
options may be exercised after, the earlier of (a) the  expiration of the Option
Term and (b) the tenth business day following the date the Optionee's employment
with the Company terminates;  provided, however, that if such termination occurs
by reason of the Optionee's  Retirement (as defined  below) or Total  Disability
(as defined below), then the Optionee shall be vested with and have the right to
exercise  a  portion  of the Year 200_  Options  which is in  proportion  to the
Optionee's  active  service  during the period  commencing on the Grant Date and
ending on the day preceding the third  anniversary  of the Grant Date,  and such
Year 200_ Options may be  exercised  during the Option Term in  accordance  with
this Agreement;  provided further,  however,  that if such termination occurs by
reason of the Optionee's death, then the Optionee's legal representative (or any
person to whom the options may be transferred by will or the applicable  laws of
descent  and  distribution),  shall be fully  vested  with and have the right to
exercise all of the Year 200_  Options and such options may be exercised  during
the Option Term in  accordance  with this  Agreement.  Notwithstanding  anything
herein to the contrary,  unless otherwise  determined by the Committee,  no Year
200_ Options shall become vested after the date the Optionee's  employment  with
the   Company   terminates.   However,   if  such   termination   is  through  a
Company-approved transfer to an allied organization, the Year 200_ Options shall
vest  immediately  prior  to  such  transfer  and  employment  with  the  allied
organization  shall be treated as  employment by the Company for all purposes of
this Agreement (including Section 5).

     5.  Misconduct.  If the  Committee  or its  delegate  determines  that  the
Optionee  has  committed  "Misconduct"  at any time  prior to, or within  twelve
months after,  the exercise of any Year 200_ Option,  then the Committee may, in
its  sole  discretion:  (i) cancel  any  outstanding  Year  200_  Option  and/or
(ii) require  the Optionee to pay to the Company any and all gains realized from
any Year 200_  Options  which were  exercised  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  Optionee
commits  Misconduct  if  the  Committee  or its  delegate  determines  that  the
Optionee:  (a) violated  any  agreement  between the  Company and the  Optionee,
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 Optionee
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,

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(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 the Year 200_ Options as the Committee determines are necessary
and appropriate,  including,  if necessary, an adjustment in the Option Exercise
Price  and in the  maximum  number or kind of  shares  subject  to the Year 200_
Options  (including  the  conversion of shares subject to Year 200_ Options 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.   Nontransferability.   Unless  the  Committee  specifically  determines
otherwise:  (a) the Year 200_ Options are personal to the Optionee  and,  during
his or her lifetime,  may be exercised  only by the  Optionee,  and (b) the Year
200_ Options 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.

     8. Buy-Out of Option  Gains.  The  Committee  shall have the right,  at any
time, in its sole discretion and without the consent of the Optionee,  to cancel
any Year 200_ Options and pay to the Optionee the difference  between the option
exercise  price of the Year 200_ Options and the Fair Market Value of the shares
covered by the Year 200_  Options  as of the date the  Committee  gives  written
notice (the "Buy-Out Notice") of its intention to exercise such right.  Payments
of such buy-out  amounts  pursuant to this provision shall be effected by PBG as
promptly  as possible  after the date of the  Buy-Out  Notice and may be made in
cash,  in shares of PBG Common  Stock or partly in cash and partly in PBG Common
Stock, as the Committee deems advisable. To the extent payment is made in shares
of PBG Common  Stock,  the number of shares shall be  determined by dividing the
amount  of the  payment  to be made by the Fair  Market  Value of a share of PBG
Common  Stock at the  date of the  Buy-Out  Notice.  In no  event  shall  PBG be
required to deliver a fractional  share of PBG Common Stock in satisfaction of a
buy-out hereunder. Payments of any such buy-out amounts shall be made net of any
applicable foreign, federal (including FICA), state and local withholding taxes.

     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
diverts customers or suppliers from the Company.

     (b) "Fair  Market  Value"  means an amount equal to the average of the high
and low sales prices for PBG Common Stock as reported on the composite  tape for
securities  listed on The New York Stock Exchange,  Inc. on the date in question
(or, if no sales of PBG Common Stock were made on said Exchange on such date, on
the next preceding day on which sales were made on such  Exchange),  except that
such average price shall be rounded up to the nearest one-fourth.

     (c)  "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 Optionee's  Early  Retirement  Date,  Normal
Retirement Date or Late Retirement

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Date (each as defined in the  Retirement  Plan),  or (ii) in the absence of such
Retirement Plan being applicable to the Optionee, as determined by the Committee
in its sole discretion.

     (d)  "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 Optionee,  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  Optionee.  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
expressly to 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
Optionee or his or her legal representative and any person to whom the Year 200_
Options  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 Optionee in its employ.  This Agreement shall survive the termination
of the Optionee'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  to this  Agreement  that is  adverse  to the  Optionee  shall  not be
effective unless and until the Optionee 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 Optionee  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

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http:\\.execcomp.pbg.pvt,  following  the  receipt  of  the  Grant  Notice.  The
Optionee 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 Optionee 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 Year 200_ Options 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 Optionee;
provided, however, that Year 200_ Options 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  Optionee  (and his or her  legal  representatives  and any
recipient  of a  transfer  of the Year 200_  Options) 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  accepting  the Year 200_  Options,  the
Optionee  acknowledges and agrees that (i) the award and acceptance of Year 200_
Options  pursuant to this  Agreement  does not  entitle  the  Optionee 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  option 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 option or of shares
purchased  through  exercise of this option  resulting  from the  termination of
Optionee's employment by the Company.

     18.  Compliance with Law. The Optionee 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 Year 200_  Options,  the Optionee has
voluntarily  consented  to the  collection,  use,  processing  and  transfer  of
personal data about the Optionee,  including the Optionee's  name,  home address
and telephone  number,  date of birth,  social security number or other employee
identification number, salary,  nationality,  job title, and details of the Year
200_  Options  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 Optionee'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  Optionee's
country of residence.

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     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  Optionee  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.

     21. Entire Agreement.  This Agreement  constitutes the entire understanding
between the parties to this Agreement.


                                            The Pepsi Bottling Group, Inc.



                                            By:  _______________________