<PAGE>   1

                                                                   EXHIBIT 10.11

                            PBG STOCK INCENTIVE PLAN

         1. Purposes. The principal purposes of the PBG Stock Incentive Plan
(the "Plan") are: (a) to improve individual employee performance by providing
long-term incentives and rewards to employees of the Company; (b) to assist the
Company in attracting, retaining and motivating employees with experience and
ability; and (c) to associate the interests of such employees with those of
PBG's shareholders.

         2. Definitions. Unless the context clearly indicates otherwise, the
following terms, when used in this Plan, shall have the meanings set forth
below:

                  (a) "Award" means the grant of an Option, Restricted Stock or
         Share Award, or any or all of them.

                  (b) "Board" means the Board of Directors of The Pepsi Bottling
         Group, Inc.

                  (c) "Committee" means the Executive Development and
         Compensation Committee of the Board, as appointed from time to time by
         the Board, consisting of two or more members of the Board who are not
         eligible to participate in the Plan and who have not, within one year
         prior to their appointment to the Committee, participated in the Plan;
         provided, however, that prior to the date PBG becomes a separately held
         public company, the Compensation Committee of the Board of Directors of
         PepsiCo, Inc. shall serve as the Committee for purposes of this Plan.

                  (d) "Common Stock" or "Stock" means PBG Common Stock, par
         value $0.01 per share.

                  (e) "Company" means The Pepsi Bottling Group, Inc., its
         divisions, direct and indirect subsidiaries and affiliates.

                  (f) "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 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.

                  (g) "Grant Date" means the date an Award is granted under the
         Plan. The date of grant of an Award shall be the date as of which the
         Committee determines that such Award shall become effective.

                  (h) "Grantee" means an eligible employee of the Company who
         has been granted Restricted Stock or a Share Award under the Plan.

                  (i) "Option" or "Stock Option" means a right granted under the
         Plan to an Optionee to purchase a share of Common Stock at a fixed
         price for a specified period of time.

                  (j) "Option Exercise Price" means the price at which a share
         of Common Stock covered by an Option granted hereunder may be
         purchased.



<PAGE>   2

                  (k) "Optionee" means an eligible employee of the Company who
         has received a Stock Option granted under the Plan.

                  (l) "PBG" means The Pepsi Bottling Group, Inc., a Delaware
         corporation.

                  (m) "Restricted Stock" means Stock issued to an eligible
         employee pursuant to Section 7 of this Plan.

                  (n) "Retirement" means a termination of employment with the
         Company after the employee has (i) fulfilled the requirements for
         either a normal, early or disability retirement pension (as defined
         under the Company's retirement program applicable to such employee at
         the date of termination of employment) and (ii) affirmatively elected
         to retire from employment.

                  (o) "Share Award" means Stock issued to an eligible employee
         pursuant to Section 8 of this Plan.

                  (p) "Totally Disabled" shall have the meaning set forth in the
         Company's long-term disability program applicable to such employee.

         3. Administration. The Plan shall be administered by the Committee,
which 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 as the Committee deems necessary or advisable.
The Committee's powers include, but are not limited to (subject to the specific
limitations described herein), authority to determine the employees to be
granted Awards under the Plan, to determine the size and applicable terms and
conditions of grants to be made to such employees, to determine the time when
Awards will be granted and to authorize grants to eligible employees. The
Committee's interpretations of the Plan, and all actions taken and
determinations made by the Committee concerning any matter arising under or with
respect to the Plan or any Awards granted hereunder, shall be final, binding and
conclusive on all interested parties, including PBG, its shareholders and all
former, present and future employees of the Company. The Committee may delegate
some or all of its power and authority hereunder to the Chief Executive Officer
of PBG, such delegation to be subject to such terms and conditions as the
Committee in its discretion shall determine. The Committee may as to all
questions of accounting rely conclusively upon any determinations made by the
independent public accountants of PBG.

         4. Stock Available for Awards. The shares that may be delivered or
purchased under the Plan shall not exceed an aggregate number of shares of
Common Stock to be determined from time to time by the Committee, subject to any
adjustments which may be made pursuant to Section 12 hereof. Shares of Stock
used for purposes of the Plan may be either shares of authorized but unissued
Common Stock or treasury shares or both. Stock covered by Awards which have
terminated or expired prior to exercise or have been surrendered or canceled
shall be available for further grants of Awards hereunder.

         5. Eligibility. All those employees of the Company who shall be
determined from time to time by the Committee to be eligible shall participate
in the Plan; provided, however, that no employee may be granted Awards in the
aggregate which, if exercised, would result in that employee receiving more than
10% of the maximum number of shares available for issuance under the Plan.


                                       2
<PAGE>   3


         6. Options. Each Option granted hereunder shall be in writing and shall
contain such terms and conditions as the Committee may determine, subject to the
following:

                  (a) Option Exercise Price. The Option Exercise Price shall be
         equal to the Fair Market Value of a share of Common Stock on the Grant
         Date; provided, however, that the Option Exercise Price of Options
         granted to eligible employees as of the date PBG becomes a separate
         publicly held company shall be the price per share at which Stock is
         initially offered for sale to the public.

                  (b) Term and Exercise Dates. Options granted hereunder shall
         have a term of no longer than ten (10) years from the Grant Date and
         shall become exercisable in accordance with the terms of their grant. A
         grant of Options may become exercisable in installments. To the extent
         that Stock Options are not exercised when they become initially
         exercisable, they shall be carried forward and be exercisable until the
         expiration of the term of such Stock Options, subject to the provisions
         of Sections 6(e) and (f) hereof.

                  (c) Exercise of Option. To exercise an Option, the holder
         thereof shall give notice of his or her exercise to PBG, or its agent,
         specifying the number of shares of Common Stock to be purchased and
         identifying the specific Options that are being exercised. The
         Committee may, from time to time, establish procedures relating to
         effecting such exercises. Stock Options must be exercised for full
         shares of Common Stock; no fractional shares shall be issued as a
         result of exercising an Option. Notwithstanding anything to the
         contrary herein, an employee of the Company shall be permitted to
         exercise his or her Options only if he or she is: (i) actively at work;
         (ii) on vacation; (iii) receiving disability benefits; (iv) receiving
         benefits from a severance plan which explicitly provides for the
         exercise of options; (v) on layoff; or (vi) on medical (including leave
         under the Family and Medical Leave Act), child care/parental, funeral,
         military or jury duty leave. An Option is exercisable during an
         Optionee's lifetime only by the Optionee; provided, however, that in
         the event the Optionee is incapacitated and unable to exercise Options,
         such Options may be exercised by such Optionee's legal guardian, legal
         representative, fiduciary or other representative who the Committee
         deems appropriate based on applicable facts and circumstances.

                  (d) Payment of Option Exercise Price. The Option Exercise
         Price for the Options being exercised must be paid in full at time of
         issuance of the Common Stock.

                  (e) Effect of Termination of Employment, Disability or Death.
         Unless the Committee shall determine otherwise, no Option may be
         exercised by an Optionee after the termination of his or her employment
         with the Company, except that: (i) if such termination occurs by reason
         of the Optionee's death, all Options then held by the Optionee shall
         become immediately exercisable as of the date of death and may be
         exercised by such Optionee's executor (or, if none, his or her legal
         representative) until the expiration of such Options in accordance with
         their terms; (ii) if such termination occurs by reason of the
         Optionee's becoming Totally Disabled, all Options then held by the
         Optionee shall continue to become exercisable and shall be able to be
         exercised by the Optionee (or his or her legal representative) in
         accordance with their terms; (iii) if such termination occurs by reason
         of the Optionee's Retirement, all Options then held by the Optionee
         shall become immediately exercisable as of the date of such Retirement
         and may be exercised by the Optionee until the expiration of such
         Options in accordance with their terms; and (iv) if such termination is
         voluntary by the employee or is by action of the Company (except as
         described in Section 6(f) hereof), all Options then held by the


                                       3
<PAGE>   4

         Optionee which are exercisable at the date of termination shall
         continue to be exercisable by the Optionee until the earlier of ninety
         (90) calendar days after such date or the expiration of such Options in
         accordance with their terms. Unless the Committee shall determine
         otherwise, all Options which are not exercisable as of the date of the
         Optionee's termination of employment shall automatically terminate and
         lapse ninety (90) calendar days after such date of termination and
         shall not be permitted to vest during such ninety-day period, unless
         the registered owner is re-employed by the Company prior to the date on
         which such Options terminate and lapse.

                  (f) Misconduct. In the event that an Optionee has (i) used for
         profit or disclosed to unauthorized persons, confidential information
         or trade secrets of the Company, (ii) breached any contract with or
         violated any fiduciary obligation to the Company, (iii) engaged in
         unlawful trading in the securities of PBG or of another company based
         on information gained as a result of that Optionee's employment with
         the Company, or (iv) committed a felony or other serious crime, then
         that Optionee shall forfeit all rights to any unexercised Options
         granted under the Plan and all of that Optionee's outstanding Options
         shall automatically terminate and lapse, unless the Committee shall
         determine otherwise.

                  (g) Nontransferability of Options. During an Optionee's
         lifetime, his or her Options shall not be transferable and shall only
         be exercisable by the Optionee (or his or her legal representative) and
         any purported transfer shall be null and void. No Option shall be
         transferable other than by will or the laws of descent and
         distribution.

                  (h) Buy Out of Option Gains. At any time after any Stock
         Option becomes exercisable, the Committee shall have the right to
         elect, in its sole discretion and without the consent of the holder
         thereof, to cancel such Option and to cause PBG to pay to the Optionee
         the excess of the Fair Market Value of the shares of Common Stock
         covered by such Option over the Option Exercise Price of such Option at
         the date the Committee provides written notice (the "Buy Out Notice")
         of its intention to exercise such right. Buy outs pursuant to this
         provision shall be effected by PBG as promptly as possible after the
         date of the Buy Out Notice. Payments of buy out amounts may be made in
         cash, in shares of Common Stock, or partly in cash and partly in Common
         Stock, as determined by the Committee in its discretion. To the extent
         payment is made in shares of 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 Common Stock at the date of the Buy Out
         Notice. In no event shall PBG be required to deliver a fractional share
         of Common Stock in satisfaction of this buy out provision. Payments of
         any such buy out amount shall be made net of any applicable foreign,
         federal (including FICA), state and local withholding taxes.

                  (i) Employment by the Company. To the extent the vesting,
         exercise, or term of any stock option 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 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
         subsection (f) above. The Chief Personnel Officer shall specify the
         entities that are considered allied organizations as of any time. This
         subsection shall be given effect in applying the fourth sentence of
         subsection (c) above and notwithstanding subsection (e) above.


                                       4
<PAGE>   5


         7. Restricted Stock. Each Award of Restricted Stock granted hereunder
shall be in writing and shall contain such terms and conditions as the Committee
may determine, subject to the following:

                  (a) Rights of Grantee. Shares of Restricted Stock granted
         hereunder shall be issued in the name of the Grantee as soon as
         reasonably practicable after the Award is granted provided that the
         Grantee has executed any and all documents which the Committee may, in
         its discretion, require as a condition to the issuance of Stock (e.g.,
         an Award agreement, blank stock powers or an escrow agreement). At the
         discretion of the Committee, Stock issued in connection with a
         Restricted Stock Award shall be deposited together with the stock
         powers with an escrow agent (which may be the Company) designated by
         the Committee. Unless the Committee determines otherwise, upon delivery
         of the Stock to the escrow agent, the Grantee shall have all of the
         rights of a stockholder with respect to such Stock, including the right
         to vote the Stock and to receive all dividends or other distributions
         paid or made with respect to the Stock.

                  (b) Non-Transferability. Until all restrictions upon the
         Restricted Stock awarded to a Grantee have lapsed in the manner set
         forth in Section 7(c), such Stock shall not be sold, transferred or
         otherwise disposed of and shall not be pledged or otherwise
         hypothecated.

                  (c) Lapse of Restrictions. Restrictions upon Restricted Stock
         shall lapse at such time or times and on such terms and conditions as
         the Committee may determine. The written terms and conditions governing
         the Award shall set forth any such restrictions. Unless the Committee
         shall determine otherwise, such terms and conditions shall provide that
         upon a Grantee's termination of employment (including Retirement), all
         Restricted Stock held by the Grantee which remains subject to
         restrictions as of the date of termination shall be returned to, or
         canceled by, the Company and shall be deemed to have been forfeited by
         the Grantee, except that: (i) if such termination occurs by reason of
         the Grantee's death, all restrictions on such Restricted Stock shall
         lapse on the date of death; and (ii) if such termination occurs by
         reason of the Grantee's becoming Totally Disabled, all restrictions on
         such Restricted Stock shall continue to lapse in accordance with their
         terms.

                  (d) Dividends. At the time an Award of Restricted Stock is
         granted, the Committee may, in its discretion, determine that the
         payment to the Grantee of dividends declared or paid on such Stock by
         the Company shall be (i) deferred until the lapsing of the restrictions
         imposed upon such Restricted Stock and (ii) held by the Company for the
         account of the Grantee until such time. In the event that dividends are
         to be deferred, the Committee shall determine whether such dividends
         are to be reinvested in Stock (which shall be held as additional shares
         of Restricted Stock) or held in cash. If deferred dividends are to be
         held in cash, there may be credited periodically interest on the amount
         of the account at a rate per annum as the Committee, in its discretion,
         may determine. Payment of deferred dividends in respect of shares of
         Restricted Stock (whether in cash or additional Stock), together with
         interest accrued thereon, if any, shall be made upon the lapsing of
         restrictions imposed on the Restricted Stock in respect of which the
         deferred dividends were paid, and any dividends deferred (together with
         any interest accrued thereon) in respect of any Restricted Stock shall
         be forfeited upon the forfeiture of such Restricted Stock.

                  (e) Delivery of Shares. Upon the lapse of restrictions on
         Restricted Stock, the Committee shall cause a stock certificate to be
         delivered to the Grantee with respect to such Stock, free of all
         restrictions hereunder.


                                       5
<PAGE>   6


         8. Share Awards. 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.

         9. Amendment. The Committee may, at any time, amend, suspend or
terminate the Plan, in whole or in part, provided that no such action shall
adversely affect any rights or obligations with respect to any Awards granted
under the Plan prior to such action. The Committee may amend the terms and
conditions of outstanding Awards; provided, however, that (i) no such amendment
shall be adverse to the holders of the Awards, (ii) no such amendment shall
extend the period for exercise of an Option, and (iii) the amended terms of the
Award would be permitted under this Plan.

         10. Foreign Employees. Without amending the Plan, the Committee may
grant Awards to eligible employees who are foreign nationals on such terms and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes of the Plan, and, in furtherance of such purposes, the Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries in
which the Company operates or has employees.

         11. Registration, Listing and Qualification of Shares. Each Award shall
be subject to the requirement that, if at any time the Committee shall determine
that the registration, listing or qualification of the shares covered thereby
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 such Award
or the purchase of shares thereunder, no such Award may be exercised or sold
unless and until such registration, listing, qualification, consent or approval
shall have been effected or obtained free of any condition not acceptable to the
Committee. Any person exercising an Option shall make such representations and
agreements and furnish such information as the Committee may request to assure
compliance with the foregoing or any other applicable legal requirements.

         12. Adjustment for Change in Stock Subject to Plan. In the event of any
change in the outstanding shares of Common Stock by reason of any stock split,
stock dividend, recapitalization, spin-off, merger, consolidation, combination
or exchange of shares or other similar corporate change, such equitable
adjustments may be made in the Plan and the Awards granted hereunder as the
Committee determines are necessary or appropriate, including, if necessary, an
adjustment in the number of shares applicable to Awards then outstanding, the
Option Exercise Prices applicable to Options then outstanding and the number of
shares which are reserved for issuance under the Plan. Any such adjustment shall
be conclusive and binding for all purposes of the Plan.

         13. No Rights to Awards or Employment. No employee or other person
shall have any claim or right to be granted an Award under the Plan. Having
received an Award under the Plan shall not give an employee any right to receive
any other grant under the Plan. No person who has received an Award shall have
any rights to or interest in any Award except as set forth herein. Neither the
Plan nor any action taken hereunder shall be construed as giving any person any
right to be retained in the employ of the Company.

         14. Withholding. In order to enable the Company to meet any applicable
foreign, federal (including FICA), state and local withholding tax requirements,
an Optionee or Grantee shall be required to pay the amount of tax to be withheld
at the time such Optionee or Grantee recognizes taxable income

                                       6
<PAGE>   7

in connection with the receipt of Stock or cash hereunder. No share of Stock
shall be delivered to any Optionee or Grantee until all such amounts have been
paid.

         15. Rights as Shareholder. No Optionee or Grantee shall have any rights
as a holder of Common Stock with respect to Awards granted hereunder, unless and
until certificates for shares of Common Stock are issued to such Optionee or
Grantee.

         16. Other Actions. This Plan shall not restrict the authority of the
Committee or of PBG, for proper corporate purposes, to grant or assume stock
options, other than under the Plan, to or with respect to any employee or other
person.

         17. Costs and Expenses. Except as provided in Sections 6 and 14 hereof
with respect to taxes and except for certain other fees and commissions related
to the exercise of Options, the costs and expenses of administering the Plan
shall be borne by PBG and shall not be charged to any Award nor to any Optionee
or Grantee.

         18. Plan Unfunded. The Plan shall be unfunded. Except for reserving a
sufficient number of authorized shares to the extent required by law to meet the
requirements of the Plan, PBG shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the delivery
of Common Stock pursuant to an Award granted under the Plan.

         19. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.

         20. Effectiveness and Duration of the Plan. This Plan is effective as
of March 30, 1999. No Award shall be granted hereunder after April 1, 2009.



                                       7