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                                                                   EXHIBIT 10.15
                        PBG 2002 LONG TERM INCENTIVE PLAN

1.  PURPOSE.

   The purposes of the PBG 2002 Long Term Incentive Plan (the "Plan") are: (a)
to provide long term incentives to those persons with significant responsibility
for the success and growth of The Pepsi Bottling Group, Inc. ("PBG") and its
subsidiaries, divisions and affiliated businesses (collectively, the "Company");
(b) to assist the Company in attracting and retaining key employees on a
competitive basis; and (c) to associate the interests of such employees with
those of PBG shareholders.

2.  ADMINISTRATION OF THE PLAN.

   (a) The Plan shall be administered by the Compensation and Management
Development Committee of the Board of Directors of PBG (except that, with
respect to executive officers and other executives deemed covered by section
162(m) of the Internal Revenue Code (collectively, "Covered Executives"), the
Plan shall be administered by such Committee's Compensation Subcommittee. The
Compensation Subcommittee shall be appointed by the Board of Directors of PBG
(the "Board") and shall consist of two or more members of the Board who qualify
as outside directors for purposes of section 162(m) of the Internal Revenue
Code. Any reference in the Plan to the "Committee" shall be understood to refer
to the Compensation and Management Development Committee or the Compensation
Subcommittee, whichever has administrative authority with respect to the matter.

   (b) The Committee shall have all powers vested in it by the terms of the
Plan, such powers to include the authority (within the limitations described
herein) to select the employees to be granted awards under the Plan; to
determine the type, size and terms of awards to be granted to each employee
selected, provided, however, that no awards granted under the Plan shall have a
vesting period of less than one year; to determine the time when awards will be
granted and any conditions which must be satisfied by employees before an award
is granted; to establish performance objectives and conditions for earning
awards; to determine whether such objectives and conditions have been met and
whether awards will be paid at the end of the award period or at the time the
award is exercised (whichever applies), or whether payment will be deferred; to
determine whether payment of an award should be reduced or eliminated; and to
determine whether such awards should qualify as deductible in their entirety for
federal income tax purposes.

   (c) The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable. The Committee's
interpretations of the Plan, and all actions taken and determinations made by
the Committee pursuant to the powers vested in it hereunder, shall be conclusive
and binding on all parties concerned, including the Company, PBG shareholders
and any person receiving an award under the Plan.

   (d) Except with respect to Covered Executives (or as prohibited by law or
applicable stock exchange rules), the Committee may delegate to one or more
persons any or all of its authority under Sections 2(b) and 2(c).

3.  ELIGIBILITY.

   Each key employee of the Company may, in the Committee's discretion, be
granted any of the awards available under the Plan.

4.  AWARDS.

   (a) Types. Awards under the Plan include stock options, incentive stock
options, stock appreciation rights, performance units, restricted stock and
share awards.
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     (i) Stock Options. Stock options are rights to purchase shares of PBG
   Common Stock ("Common Stock") at a fixed price for a specified period of
   time. The purchase price per share of Common Stock covered by a stock option
   awarded pursuant to this Plan, including any incentive stock options, shall
   be equal to or greater than the "Fair Market Value" of a share of PBG Common
   Stock on the date the stock option is awarded. "Fair Market Value" means an
   amount equal to the average of the high and low sales prices for 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 Common Stock were
   made on such Exchange on this 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. The purchase price per share may be payable in
   cash or Common Stock or both (with any Common Stock valued at its Fair Market
   Value on the date of exercise).

     (ii) Stock Appreciation Rights. Stock appreciation rights ("SARs") are
   rights to receive the difference between: (A) an exercise price, which shall
   not be less than the Fair Market Value of a share of PBG Common Stock on the
   grant date, and (B) the Fair Market Value of a share of Common Stock on the
   date the SAR is exercised. Such difference may be paid in cash, Common Stock
   or both.

     (iii) Performance Units. Performance units are rights to receive up to 100%
   of the value of shares of Common Stock as of the date of grant, which value
   may be paid in cash or Common Stock, without payment of any amounts to PBG.
   The full and/or partial payment of performance unit awards granted under this
   Plan will be made only upon certification by the Committee of the attainment
   by PBG, over a performance period established by the Committee, of any one or
   more performance goals, which have been established by the Committee. The
   applicable performance goals shall be based on one or more of the following
   business criteria, as selected by the Committee in its sole discretion: cash
   flow, earnings, earnings per share, market value added, economic value added,
   EBITDA (earnings before interest, taxes, depreciation and amortization),
   return on assets, return on equity, return on investment capital, revenues,
   stock price, or total shareholder return. Each criterion may be determined in
   comparison to capital, shareholders' equity, shares outstanding, investments,
   assets or net assets. Performance goals may be stated in the alternative. No
   payment will be made if the minimum applicable performance goal is not met.

     (iv) Restricted Stock. Restricted stock awards are grants of Common Stock
   subject to a substantial risk of forfeiture or other restrictions. The full
   and/or partial vesting of any restricted stock award made to key employees
   under this Plan will occur in accordance with a vesting schedule established
   by the Committee and/or upon the attainment by PBG of any primary or
   secondary performance targets, which have been established by the Committee
   at the time the award is made. These targets shall be based on objective
   criteria, including (without limitation) one or more of the following: cash
   flow, earnings, earnings per share, market value added, economic value added,
   EBITDA (earnings before interest, taxes, depreciation and amortization),
   return on assets, return on equity, return on investment capital, revenues,
   stock price, or total shareholder return. Each criterion may be determined in
   comparison to capital, shareholders' equity, shares outstanding, investments,
   assets or net assets. Performance targets may be stated in the alternative.
   No payment will be made if the minimum applicable performance target is not
   met.

     (v) Share Awards. Share awards are grants of shares of Common Stock. The
   Committee may grant a share award to any eligible employee on such terms and
   conditions as the Committee may determine in its sole discretion. Share
   awards may be made as additional compensation for services rendered by the
   eligible employee or may be in lieu of cash or other compensation to which
   the eligible employee is entitled from the Company.

   (b) Supplemental Awards. Employees who are newly hired or promoted into
eligible status during the vesting or performance period may be granted
supplemental pro rata grants or supplemental incremental grants of stock
options, performance units and/or restricted stock, as determined by the
Committee in its sole discretion.

   (c) Negative Discretion. Notwithstanding the attainment by PBG of one or more
performance target specified under this Plan, the Committee has the discretion,
by participant, to reduce some or all of an award that would otherwise be paid.
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   (d) Guidelines. The Committee may, from time to time, adopt written policies
for its implementation of the Plan. Any such policies shall be consistent with
the Plan and may include, but need not be limited to, the type, size and term of
awards to be made, and the conditions for payment of such awards.

   (e) Maximum Awards. An eligible employee may be granted multiple awards under
the Plan, but no one employee may be granted awards which would result in his or
her receiving, in the aggregate, during the term of the Plan, more than 25% of
the maximum number of shares available for award under the Plan. Solely for the
purposes of determining whether this maximum is met, a performance unit or SAR
shall be treated as entitling the holder thereof to one share of Common Stock.

   (f) Employment by the Company. To the extent the vesting, exercise, or term
of any stock option, SAR or restricted stock award is conditioned on employment
by the Company, an award recipient whose Company employment terminates through a
Company-approved transfer to an allied organization: (i) shall vest in and be
entitled to exercise any stock option, SAR or restricted stock award immediately
prior to the transfer, (ii) shall have employment with the allied organization
treated as employment by the Company in determining the term of such award and
the period for exercise, and (iii) shall have the allied organization considered
part of the Company for purposes of applying the misconduct provisions of
Section 8. The Chief Personnel Officer shall specify the entities that are
considered allied organizations as of any time.

5.  SHARES OF STOCK SUBJECT TO THE PLAN.

   The shares that may be delivered or purchased under the Plan shall not exceed
an aggregate of 18,000,000 shares of Common Stock, as adjusted, if appropriate,
pursuant to Section 7 hereof.

6.  DEFERRED PAYMENTS.

   The Committee may determine that all or a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of Common
Stock or a combination thereof, shall be deferred. Deferrals shall be for such
periods and upon such terms as the Committee may determine in its sole
discretion.

7.  DILUTION AND OTHER ADJUSTMENTS.

   In the event of (i) any change in the outstanding shares of Common Stock by
reason of any split, stock dividend, recapitalization, merger, reorganization,
consolidation, combination or exchange of shares, (ii) any separation of a
corporation (including a spin-off or other distribution of assets of the Company
to its shareholders), (iii) any partial or complete liquidation, or (iv) other
similar corporate change, such equitable adjustments shall be made in the Plan
and the awards thereunder as the Committee determines are necessary and
appropriate, including, if necessary, an adjustment in the maximum number or
kind of shares subject to the Plan or which may be or have been awarded to any
participant (including the conversion of shares subject to awards from Common
Stock to stock of another entity). Such adjustment shall be conclusive and
binding for all purposes of the Plan.

8.  MISCONDUCT.

   If the Committee or its delegate determines that a participant has, at any
time prior to, or within twelve months after, the exercise of any option or SAR
granted hereunder or the vesting of any other award made hereunder committed
"Misconduct," then the Committee may, in its sole discretion: (i) cancel any
outstanding option or other award granted hereunder and (ii) require the
participant to pay to the Company any and all gains realized from any options or
awards granted hereunder that were exercised (in the case of options or SARs),
or vested (in the case of other awards), 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). A participant
commits Misconduct if the Committee or its delegate determines that the
participant: (a "Competed" (as defined below) with the Company; (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 hiring
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away 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; or (e)
disclosed to an unauthorized person or misused confidential information or trade
secrets of the Company. This paragraph shall also apply in the case of a former
Company employee (including, without limitation, a retired or disabled employee)
who commits Misconduct after his or her employment with the Company terminated.

   "Competed" shall mean (i) worked for, managed, operated, controlled or
participated in the ownership, arrangement, operation or control of (or have
been connected with or served on the board of directors of) any company or
entity that engages in the production, marketing or sale of any product or
service which is also 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.

9.  CHANGE IN CONTROL.

   Upon a "Change in Control" (as defined in subsection (d) below), the
following shall occur:

   (a) Options and SARs. At the date of such Change in Control, all outstanding
and unvested stock options and SARs granted under the LTIP shall immediately
vest and become exercisable, and all stock options and SARs then outstanding
under the LTIP shall remain outstanding in accordance with their terms. In the
event that any stock option or SAR granted under the LTIP becomes unexercisable
during its term on or after a Change in Control because: (i) the individual who
holds such option or SAR is involuntarily terminated (other than for cause)
within two years after the Change in Control; (ii) such option or SAR is
terminated or adversely modified; or (iii) PBG Common Stock is no longer issued
and outstanding, or no longer traded on a national securities exchange, then the
holder of such option or SAR shall immediately be entitled to receive a lump sum
cash payment equal to the gain on such option or SAR on the date such option or
SAR becomes unexercisable. For purposes of the preceding sentence, the gain on a
stock option or SAR shall be calculated as the difference between the Fair
Market Value per share of PBG Common Stock as of the date such option or SAR
becomes unexercisable less the exercise price per share of such option or SAR.

   (b) Performance Units, Restricted Stock or Share Awards. Each performance
unit, restricted sock and share award granted under the LTIP that are
outstanding on the date of the Change in Control shall immediately vest, and the
holder of such performance unit, restricted stock or share award shall be
entitled to a lump sum cash payment equal to the amount of such award payable at
the end of the performance period as if 100% of the performance objectives have
been achieved.

   (c) Time of Payment. Any amount required to be paid pursuant to this Section
shall be paid within 20 days after the date such amount becomes payable.

   (d) Definition. A "Change in Control" means the occurrence of any of the
following events: (i) any individual, corporation, partnership, group,
association or other entity, other than PepsiCo, Inc. ("PepsiCo") or an entity
approved by PepsiCo, is or becomes the "beneficial owner" (as defined in Rule
13(d)-3 under the Securities Exchange Act of 1934), directly or indirectly, of
50% or more of the combined voting power of PBG's outstanding securities
ordinarily having the right to vote at elections of directors; (ii) during any
consecutive two-year period, persons who constitute the Board at the beginning
of the period cease to constitute at least 50% of the Board (unless the election
of each new Board member was approved by a majority of directors who began the
two-year period or was approved by PepsiCo); (iii) the approval by the
shareholders of PBG of a plan or agreement providing for a merger or
consolidation of PBG with another company, other than with PepsiCo or an entity
approved by PepsiCo, and PBG is not the surviving company (unless the
shareholders of PBG prior to the merger or consolidation continue to have 50% or
more of the combined voting power of the surviving company's outstanding
securities); or (iv) the sale, exchange or other disposition of all or
substantially all of PBG's assets, other than to PepsiCo or an entity approved
by PepsiCo.

   In addition, a "Change in Control" means the occurrence of any of the
following events with respect to PepsiCo: (i) any individual, corporation,
partnership, group, association or other entity is or becomes the
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"beneficial owner" (as defined in Rule 13(d)-3 under the Securities Exchange Act
of 1934), directly or indirectly, of 20% or more of the combined voting power of
PepsiCo's outstanding securities ordinarily having the right to vote at
elections of directors; excluding, however, any acquisition by PepsiCo or any
acquisition by an employee benefit plan or related trust sponsored or maintained
by PepsiCo; (ii) during any consecutive two-year period, persons who constitute
the Board of Directors of PepsiCo (the "PepsiCo Board") at the beginning of the
period cease to constitute at least 50% of the PepsiCo Board (unless the
election of each new PepsiCo Board member was approved by a majority of
directors who began the two-year period); (iii) the approval by the shareholders
of PepsiCo of a plan or agreement providing for a merger or consolidation of
PepsiCo with another company, and PepsiCo is not the surviving company (unless
the shareholders of PepsiCo prior to the merger or consolidation continue to
have 50% or more of the combined voting power of the surviving company's
outstanding securities); or (iv) the sale, exchange or other disposition of all
or substantially all of PepsiCo's assets.

10.  MISCELLANEOUS PROVISIONS.

   (a) Rights as Shareholder. A participant in the Plan shall have no rights as
a holder of Common Stock with respect to awards hereunder, unless and until
certificates for shares of Common Stock are issued to such participant.

   (b) Assignment or Transfer. Unless the Committee shall specifically determine
otherwise, no award granted under the Plan or any rights or interests therein
shall be assignable or transferable by a participant, except by will or the laws
of descent and distribution.

   (c) Agreements. All awards granted under the Plan shall be evidenced by
agreements in such form and containing such terms and conditions (not
inconsistent with the Plan), as the Committee shall approve.

   (d) Requirements for Transfer. No share of Common Stock shall be issued or
transferred under the Plan until all legal requirements applicable to the
issuance or transfer of such shares have been complied with to the satisfaction
of the Committee. The Committee shall have the right to condition any issuance
of shares of Common Stock made to any participant upon such participant's
written undertaking to comply with such restrictions on his subsequent
disposition of such shares as the Committee or PBG shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such shares may be
legended to reflect any such restrictions.

   (e) Withholding Taxes. PBG shall have the right to deduct from all awards
hereunder paid in cash any federal, state, local or foreign taxes required by
law to be withheld with respect to such awards, and with respect to awards paid
or satisfied in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligations of PBG to
make delivery of awards in cash or Common Stock shall be subject to currency or
other restrictions imposed by any government.

   (f) No Implied Rights to Awards. Except as set forth herein, no employee or
other person shall have any claim or right to be granted an award under the
Plan. Neither the Plan nor any action taken hereunder shall be construed as
giving any employee any right to be retained in the employ of the Company.

   (g) Costs and Expenses. The cost and expenses of administering the Plan shall
be borne by PBG and not charged to any award nor to any employee receiving an
award.

   (h) Funding of Plan. PBG shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment
of any award under the Plan.

11.  EFFECTIVE DATE, AMENDMENTS AND TERMINATION.

   (a) Effective Date.  The Plan shall become effective on its approval by PBG's
shareholders.

   (b) Amendments. The Committee may at any time terminate or from time to time
amend the Plan in whole
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or in part, but no such action shall adversely affect any rights or obligations
with respect to any awards theretofore granted under the Plan.

   In addition, unless the shareholders of PBG shall have first approved, no
amendment of the Plan shall be effective which would: (i) modify the
requirements as to eligibility for participation in the Plan; (ii) increase the
maximum number of shares of Common Stock which may be delivered under the Plan
or to any one individual, except to the extent such amendment is made pursuant
to Section 7 hereof, (iii) change the performance criteria for performance
units, or (iv) decrease the minimum option or SAR exercise price.

   The Committee may, at any time, amend outstanding agreements evidencing
awards under the Plan in a manner not inconsistent with the terms of the Plan;
provided, however, that if such amendment is adverse to the participant, the
amendment shall not be effective unless and until the participant consents, in
writing, to such amendment.

   (c) Termination. No awards shall be granted under the Plan after December 31,
2007. Determination of the award actually earned and payout or settlement of the
award may occur later.