def14a

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:


o		Preliminary proxy statement.
o		Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).
þ		Definitive proxy statement.
o		Definitive additional materials.
o		Soliciting material under Rule 14a-12.

Commission File No. 001-15019

PEPSIAMERICAS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):


þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


1	)	Title of each class of securities to which transaction applies:

2	)	Aggregate number of securities to which transaction applies:

3	)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
		which the filing fee is calculated and state how it was determined):

4	)	Proposed maximum aggregate value of transaction:

5	)	Total fee paid:


1	)	Amount Previously Paid:

2	)	Form, Schedule or Registration Statement No.:

3	)	Filing Party:

4	)	Date Filed:

PepsiAmericas, Inc.

4000 Dain Rauscher Plaza

60 South Sixth Street

Minneapolis, Minnesota 55402

Robert C. Pohlad

Chairman and Chief Executive Officer

March 12, 2008

Dear Shareholder:

We are pleased to invite you to attend the 2008 Annual Meeting of Shareholders of PepsiAmericas, Inc., to be held on April 24, 2008, at 10:30 a.m., local time, at the Four Seasons Hotel, 120 East Delaware Place, Chicago, Illinois.

All shareholders of record and beneficial owners as of the record date for our annual meeting may now access, free of charge, our proxy materials on the Internet. In addition, all shareholders will receive either a notice of Internet availability of proxy materials referring them to a specific website, or paper copies of our proxy materials.

In order to complete arrangements for the meeting, we would like to know in advance how many shareholders expect to attend. If you plan to attend, please advise us when voting by telephone or Internet or check the box provided on the proxy card.

We look forward to seeing you at the meeting.

Robert C. Pohlad

Chairman and Chief Executive Officer

PEPSIAMERICAS, INC.
4000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date: April 24, 2008

Time: 10:30 a.m., local time


Place:	Four Seasons Hotel

120 East Delaware Place

Chicago, Illinois

Purposes:


	•	To elect ten directors;

	•	To ratify the appointment of independent registered public accountants; and

	•	To act upon such other matters as may properly come before the meeting.

The close of business on February 28, 2008, has been fixed as the record date for determination of shareholders entitled to notice of and to vote at the meeting. A complete list of the shareholders entitled to vote at the meeting will be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, during the ten days prior to the meeting at our offices at 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402.

Even if you plan to attend the meeting, please vote your shares as promptly as possible. If you attend the meeting, you may vote your shares in person if you wish.

By Order of the Board of Directors

Brian D. Wenger

Corporate Secretary

Minneapolis, Minnesota

March 12, 2008

PEPSIAMERICAS, INC.
4000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2008

PEPSIAMERICAS, INC.

We manufacture, distribute and market a broad portfolio of PepsiCo and other national and regional beverage brands. We are the second largest bottler in the Pepsi system, with operations in the United States, Central and Eastern Europe and the Caribbean. Our principal executive offices are located at 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402, and our telephone number is (612) 661-3883.

THE ANNUAL MEETING

Our meeting will be held on April 24, 2008, at 10:30 a.m., local time, at the Four Seasons Hotel, 120 East Delaware Place, Chicago, Illinois. No cameras or recording equipment will be permitted at the meeting. However, our meeting will be webcast. If you are unable to attend the meeting in person, you are invited to visit www.pepsiamericas.com at 10:30 a.m., Central Daylight Saving Time, on April 24, 2008, to listen to the webcast of the meeting. An archived copy of the webcast also will be available on our website.

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to be Held on April 24, 2008

We are furnishing these proxy materials to you because our Board of Directors is soliciting your proxy to vote your shares at the meeting. “Proxy materials” means this proxy statement, our 2007 Annual Report and any amendments or updates to these documents.

In accordance with rules and regulations recently adopted by the Securities and Exchange Commission, we are now furnishing our proxy materials on the Internet. Our proxy materials are available on the Internet to shareholders who have received the required control numbers at www.proxyvote.com and to the general public at www.pepsiamericas.com.

If you received a notice of Internet availability of proxy materials by mail (the “notice”), you will not receive a printed copy of the proxy materials unless you request one, as described in the notice. Instead, the notice will instruct you how to access and review all of the important information contained in the proxy materials, and will connect you to various means to vote. On approximately March 12, 2008, we will send the notice to all shareholders of record and beneficial owners as of the close of business on February 28, 2008 (the “record date”). On the record date there were 129,321,712 shares outstanding and approximately 8,364 shareholders of record.

Quorum, Abstentions and Broker Non-Votes

A quorum is necessary to hold a valid meeting. The attendance by proxy or in person of holders of 51% of the shares entitled to vote at the meeting will constitute a quorum to hold the meeting. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs when a broker votes on some matter but not on others because the broker does not have the authority to do so.

If a properly executed proxy is submitted and the shareholder has abstained from voting on the election of a director, the shares represented by such proxy will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to such matter. If a properly executed proxy is submitted and the shareholder has

abstained from voting on any other matter, the shares represented by such proxy will be considered present at the meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted in favor of such matter.

If a properly executed proxy is submitted by a broker holding shares in street name which indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters, such shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to such matters.

VOTING INSTRUCTIONS

You are entitled to one vote for each share of common stock that you own as of the close of business on the record date. Please carefully read the instructions below on how to vote your shares. Because the instructions vary depending on how you hold your shares, it is important that you follow the instructions that apply to your particular situation.

If Your Shares are Held in Your Name

Voting by proxy. Even if you plan to attend the meeting, please execute the proxy promptly by following the telephone or Internet voting instructions provided to you, or by signing, dating and returning the proxy card by mail.

Voting in person at the meeting. If you plan to attend the meeting, you can vote in person. In order to vote at the meeting, you will need to bring your share certificates or other evidence of your share ownership with you to the meeting.

Revoking your proxy. As long as your shares are registered in your name, you may revoke your proxy at any time before it is exercised. There are several ways you can do this:


	•	By filing a written notice of revocation with our Corporate Secretary;

	•	By submitting another proper proxy with a more recent date than that of the proxy first given by (a) following the telephone voting instructions, (b) following the Internet voting instructions, or (c) signing, dating and returning a proxy card to our company by mail; or

	•	By attending the meeting and voting in person.

If Your Shares are Held in “Street Name”

Voting by proxy. If your shares are registered in the name of your broker or nominee, you will receive instructions from the holder of record that you must follow in order for your shares to be voted.

Voting in person at the meeting. If you plan to attend the meeting and vote in person, you should contact your broker or nominee to obtain a broker’s proxy card and bring it and your account statement or other evidence of your share ownership with you to the meeting.

Revoking your proxy. If your shares are held in street name, you must contact your broker to revoke your proxy.

Voting Rules

By giving us your proxy, you authorize the individuals named as proxies to vote your shares in the manner you indicate at the meeting or any adjournments thereof.

Election of Directors

With respect to the election of individual nominees for director, you may:


	•	Vote “for” the individual nominees named in this proxy statement;


	•	Vote “against” the individual nominees named in this proxy statement; or

	•	“Abstain” from voting for individual nominees named in this proxy statement (shares voting “abstain” have no effect on the election of directors).

Because the number of nominees properly nominated for the meeting is the same as the number of directors to be elected at the meeting, the 2008 election of directors is a non-contested election. Therefore, if a quorum is present at the meeting, the nominees receiving a majority of votes cast will be elected to serve as directors. For additional information, please review “Majority Voting Standard and Director Resignation Policy” below.

Ratification of Appointment of Independent Registered Public Accountants

With respect to the other proposal presented in this proxy statement, you may:


	•	Vote “for” the proposal;

	•	Vote “against” the proposal; or

	•	“Abstain” from voting on the proposal (shares voting “abstain” have the same effect as a vote against this proposal).

Submitting a Proxy without Voting Instructions

If you give us your proxy but do not specify how you want us to vote your shares, your shares will be voted as follows:


	•	“For” the election of each individual nominee for director named in this proxy statement; and

	•	“For” ratification of the appointment of independent registered public accountants.

Costs and Manner of Proxy Solicitation

We will bear the cost of soliciting proxies. We also will request brokers, custodians, nominees and others to forward soliciting material to beneficial owners of shares held as of the record date and will reimburse said persons for their reasonable expenses so incurred. Our officers and employees may, by letter, telephone, facsimile, electronic mail, or in person, make additional requests for proxies, although we do not reimburse our own employees for soliciting proxies.

Majority Voting Standard and Director Resignation Policy

Under the majority vote standard for the election of directors set forth in our By-Laws, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Abstentions and broker non-votes will have no effect on the election of a director since only votes “for” and “against” a nominee will be counted. In contested elections, the vote standard is a plurality of the votes cast. An election will be considered “contested” if the number of properly and timely nominated nominees, in accordance with our By-Laws, exceeds the number of directors to be elected.

PepsiAmericas is a Delaware corporation, and, under Delaware law, if an incumbent director is not elected, that director continues to serve as a “holdover director” until the director’s successor is duly elected and qualified. Our director resignation policy addresses this potential outcome. In particular, if the votes cast “for” an incumbent director nominee do not exceed the votes cast “against” that director, such incumbent director will offer to tender his or her resignation to the Board. The Governance, Finance and Nominating Committee will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Subject to the policy, the Board will act on the committee’s recommendation within 90 days from the date of the certification of the election results. Following the determination by the Board, our company will promptly disclose publicly the Board’s decision, including an explanation of the process for reaching its decision and, if applicable, the reasons for rejecting the resignation offer.

Tabulating the Vote

Representatives of Broadridge will tabulate votes and act as inspectors of election at the meeting. All votes will be tabulated by the inspectors of election, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS

We encourage you to conserve natural resources and help reduce our company’s printing and mailing costs by signing up to receive future shareholder communications via e-mail. With electronic delivery, we will send you an e-mail containing our proxy materials, and you can easily submit your vote upon the receipt of such e-mail. To sign up for electronic delivery, visit our website at www.pepsiamericas.com in the Investors’ section under “electronic delivery enrollment.”

Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please call our Investor Relations department at (612) 661-3883.

PROPOSAL 1: ELECTION OF DIRECTORS

Our directors are elected each year at the annual meeting by our shareholders. We do not have a classified Board of Directors. Ten directors will be elected at this year’s meeting. Each director’s term lasts until the 2009 Annual Meeting of Shareholders and until he or she is succeeded by another qualified director who has been elected. All the nominees are currently directors of our company. There are no familial relationships between any director and executive officer.

If a nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the meeting. Set forth below is information furnished with respect to each nominee for election as a director.



		Herbert M. Baum, Chairman, President and Chief Executive Officer of The Dial Corporation (Retired). Director since 1995. Mr. Baum, 71, served as Chairman, President and Chief Executive Officer of The Dial Corporation, a subsidiary of The Henkel Group, from August 2000 to March 2005. Prior to joining Dial, from January 1999 to August 2000, Mr. Baum was employed by Hasbro, Inc. as President and Chief Operating Officer. Prior to joining Hasbro, Mr. Baum was employed by Quaker State Corporation as its Chairman and Chief Executive Officer from 1993 to 1998. Mr. Baum was employed by Campbell Soup Company from 1978 to 1993, where he served in various positions, most recently as Executive Vice President and President, Campbell North/South America. Mr. Baum serves as a director of Meredith Corporation and US Airways. He is past chairman of the Association of National Advertisers, The Advertising Council and the National Food Processors Association.

		Richard G. Cline, Chairman, Hawthorne Investors, Inc. Director since 1987. Mr. Cline, 73, served as President and Chief Operating Officer of Nicor Inc. beginning in 1985, and became Chairman of the Board and Chief Executive Officer in 1986. He retired as Chief Executive Officer in May 1995 and continued to serve as Chairman until his retirement from the company at the end of 1995. Prior to joining Nicor, Mr. Cline was an executive of Jewel Companies, Inc. for 22 years, becoming Chairman, President and Chief Executive Officer in 1984. He is also Chairman of Hawthorne Investors, Inc., a private management advisory and investment firm he founded in 1996. Additionally, he has served as a director of Ryerson, Inc., Chairman of the Boards of Trustees of The Northern Funds, The Northern Institutional Funds and The Northern Multi-Manager Funds and he is a past chairman of the Federal Reserve Bank of Chicago. From 1998 to 2000, Mr. Cline was Chairman of Hussmann International, Inc. Mr. Cline is a director emeritus and past president of the University of Illinois Foundation.

		Michael J. Corliss, Chief Executive Officer, Investco Financial Corporation. Director since 2006. Mr. Corliss, 47, is Chief Executive Officer of Investco Financial Corporation, which he founded in 1983, and a principal of Tarragon, LLC, both real estate development and management firms. From 1985 to 1998, Mr. Corliss served on the board of directors of Bank of Sumner and its holding company, Valley Bancorporation, before it was sold in 1998 to Frontier Financial Corporation. Mr. Corliss served on the board of directors of Frontier Financial Corporation from 1998 to 2003. He is principal of the Truss Company and Building Supply, Inc. and Desert Business Park, both privately held companies. He also serves as a Trustee and Treasurer at the University of Puget Sound in Tacoma, Washington.


		Pierre S. du Pont, Former Governor, State of Delaware. Director since 1990. Governor du Pont, 73, served as a director in the law firm of Richards, Layton & Finger, P.A., Wilmington, Delaware, through June 2005. A 1956 graduate of Princeton University, he served in the U.S. Navy from 1957 to 1960 and received his law degree from Harvard University in 1963. After six years in business with E.I. du Pont de Nemours & Co., Inc., he entered politics in 1968, serving in the Delaware House of Representatives (1968-1970), as a member of the U.S. House of Representatives (1971-1977), and as Governor of the State of Delaware (1977-1985). Governor du Pont served as Chairman of the Hudson Institute in 1985-1986 and currently serves as Chairman of the National Center for Policy Analysis.

		Archie R. Dykes, Director of Various Corporations. Director since 1985. Dr. Dykes, 77, is Lead Director of PepsiAmericas. He served as Chairman of Capital City Holdings Inc., a venture capital organization, from 1988 to 2005. Dr. Dykes served as Chairman and Chief Executive Officer of the Security Benefit Group of Companies from 1980 through 1987. He served as Chancellor of the University of Kansas from 1973 to 1980. Prior to that, he was Chancellor of the University of Tennessee. Dr. Dykes was Chairman of the Board and Chief Executive Officer of Fleming Companies, Inc. until September 2004. He assumed those roles at Fleming in March 2003 following his service to such company as Non-Executive Chairman of the Board. Fleming Companies and its operating subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in April 2003. He also serves as a director of Midas, Inc. and Arbor Realty Trust, Inc. Dr. Dykes is a member of the Board of Trustees of the Kansas University Endowment Association, the William Allen White Foundation and YouthFriends, Inc. He formerly served as Vice Chairman of the Commission on the Operation of the United States Senate and as a member of the Executive Committee of the Association of American Universities.

		Jarobin Gilbert, Jr., President and Chief Executive Officer, DBSS Group, Inc. Director since 1994. Mr. Gilbert, 62, is President and Chief Executive Officer of DBSS Group, Inc., a management, planning and international trade advisory firm. The firm provides trade advisory services, trade consulting and participates in negotiations. He is also a director and a member of the audit committees of both Midas, Inc. and Foot Locker, Inc. Mr. Gilbert serves on the board of directors of the American Council on Germany and the Harlem Partnership Circle and he is non-executive chairman of the board of directors of Atlantic Mutual Companies. He is a permanent member of the Council on Foreign Relations.

		James R. Kackley, Director of Various Corporations. Director since 2004. Mr. Kackley, 65, practiced as a public accountant for Arthur Andersen from 1963 to 1999. From 1974 to 1999, he was an audit partner for the firm, dealing with a substantial number of public and non-public companies. In addition, in 1998 and 1999, he served as Chief Financial Officer for Andersen Worldwide, then a professional services firm operating in more than 100 countries. From June 1999 to May 2002, Mr. Kackley served as an adjunct professor at the Kellstadt School of Management at DePaul University. Mr. Kackley serves as a director, a member of the executive committee, the audit committee financial expert, and the audit committee chairman of Herman Miller, Inc., a Michigan-based manufacturer of office furniture, and as a director, a member of the nominating and governance committee, the audit committee financial expert, and the audit and finance committee chairman of Orion Energy Systems, Inc., a Wisconsin-based manufacturer of industrial lighting. Mr. Kackley served as a director, a member of the nominating and governance committee, the audit committee financial expert, and a member of the audit committee of Ryerson, Inc. from March 2007 to October 2007. Previously, he served on the audit committees of Northwestern University and the Chicago Symphony Orchestra, not-for-profit corporations. He is currently a Life Trustee of Northwestern University and the Museum of Science and Industry (Chicago).


		Matthew M. McKenna, President and Chief Executive Officer of Keep America Beautiful, Inc. Director since 2001. Mr. McKenna, 57, has served as President and Chief Executive Officer of Keep America Beautiful, Inc., a national nonprofit group that supports community improvement activities, since January 2008. From August 2001 to December 2007, he was Senior Vice President, Finance for PepsiCo. Previously he was Senior Vice President and Treasurer for PepsiCo. Prior to joining PepsiCo in 1993, he was a partner with the law firm of Winthrop, Stimson, Putnam & Roberts in New York. He serves on the Board of the Duke University Libraries and the Manhattan Theater Club, not-for profit companies. He is also an adjunct professor at Fordham Business School and Fordham Law School. Mr. McKenna is also a director of Foot Locker, Inc.

		Robert C. Pohlad, Chairman and Chief Executive Officer, PepsiAmericas, Inc. Director since 2000. Mr. Pohlad, 53, became our Chief Executive Officer in November 2000, was named Vice Chairman in January 2001 and became our Chairman in January 2002. Mr. Pohlad served as Chairman, Chief Executive Officer and a director of the former PepsiAmericas prior to the PepsiAmericas merger, a position he had held since 1998. From 1987 to present, Mr. Pohlad has served as President of Pohlad Companies. Mr. Pohlad is a director of MAIR Holdings, Inc., and has served as its chairman since March 2006. He also serves as a Trustee of the University of Puget Sound in Tacoma, Washington and a member of the Dean’s Board of Visitors of the University of Minnesota Medical School.

		Deborah E. Powell, M.D., Dean of the University of Minnesota Medical School and Assistant Vice President for Clinical Sciences. Director since 2006. Dr. Powell, 68, is Dean of the Medical School, Assistant Vice President for Clinical Sciences, and a McKnight Presidential Leadership Chair at the University of Minnesota. Dr. Powell is a board-certified surgical pathologist and medical educator with more than 30 years of experience in academic medicine. She received her medical degree from Tufts University School of Medicine. Dr. Powell served as the Vice Chair and Director of Diagnostic Pathology at the University of Kentucky in Lexington before being named Chair of the Department of Pathology and Laboratory Medicine at the same institution. In 1997, she was named Executive Dean and Vice Chancellor for Clinical Affairs at the University of Kansas School of Medicine. She came to Minnesota in the fall of 2002 to lead the University of Minnesota Medical School. She is past president of the United States and Canadian Academy of Pathology, and the American Board of Pathology as well as past Chair of the Council of Deans of the Association of American Medical Colleges. She is a board member of the Accreditation Council for Graduate Medical Education, Fairview Health System, the University of Minnesota Medical Center — Fairview, the Minnesota Medical Foundation, the University of Minnesota Physicians and the Institute for Healthcare Improvement, of which she is also a member of the finance committee. She is a member of the Institute of Medicine of the National Academy of Sciences.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR EACH OF THE NOMINEES.

OUR BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

Our Board of Directors represents the interests of our shareholders as a whole and is responsible for directing the management of the business and affairs of PepsiAmericas, as provided by Delaware law. The Board held six meetings in 2007. In addition to meetings of the full Board, directors also attended committee meetings. Each incumbent director attended at least 75% of all of the meetings of the Board and of those committees on which he or she served.

The Board is comprised of a majority of “independent” directors as defined in Section 303A.02 of the New York Stock Exchange listing standards. In this regard, the Board has affirmatively determined that a majority of its members has no material relationship with our company either directly or as a partner, shareholder or officer of an organization that has a relationship with our company. In making this determination, the Board has considered all relevant facts and circumstances, including material relationships such as commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Our eight independent directors and our two non-independent directors are identified by name in the chart that appears under the caption “Committee Overview.”

The non-management members of the Board meet in executive session at each regular meeting of the Board, with no members of management present. In addition, the independent directors meet separately in executive session at least once a year. The non-management members of the Board have designated a non-management director, Archie R. Dykes, as Lead Director to preside at each executive session. Shareholders and interested parties may contact Dr. Dykes in the manner described below under the caption “Communications with Board Members.”

The Board has adopted Corporate Governance Guidelines that establish a common set of expectations to assist the Board and its committees in performing their duties in compliance with legal and regulatory requirements. The Board has also adopted a Code of Conduct and a Code of Ethics. The Corporate Governance Guidelines, the Code of Conduct, and the Code of Ethics, as well as current copies of the Audit Committee charter, the Management Resources and Compensation Committee charter, and the Governance, Finance and Nominating Committee charter, are all available on our website at www.pepsiamericas.com or in print upon written request to PepsiAmericas, Inc., 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402, Attention: Investor Relations.

Committee Overview

Our Board has designated an Audit Committee, a Management Resources and Compensation Committee, and a Governance, Finance and Nominating Committee. Our Board also has designated an Affiliated Transaction Committee, as required by our By-Laws.

The following table shows the current membership of the committees and identifies our independent directors:

Management

Governance,

Resources and

Finance and

Affiliated

Independent

Name

Audit

Compensation

Nominating

Transaction

Director

Herbert M. Baum

Richard G. Cline

Michael J. Corliss

Pierre S. du Pont

Archie R. Dykes

Jarobin Gilbert, Jr.

James R. Kackley

Matthew M. McKenna

Robert C. Pohlad

Deborah E. Powell


*		Denotes committee chairperson.

The Audit Committee, Management Resources and Compensation Committee, and Governance, Finance and Nominating Committee meet throughout the year, with regularly scheduled meetings held the day before the Board’s regularly scheduled meetings. Additional meetings, either by phone or in person, are called when deemed necessary or desirable. The Affiliated Transaction Committee meets as necessary. The chairperson of each committee, with the advice and consultation of management and the committee’s outside advisors, if any, sets the committee’s annual calendar and the agenda for each meeting. The committees receive detailed materials related to the topics on the agenda prior to each meeting.

Audit Committee

Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Each member of our Audit Committee is independent as defined in Exchange Act Rule 10A-3, and Section 303A.02 and Section 303A.06 of the New York Stock Exchange listing standards. Pursuant to our listing agreement with the New York Stock Exchange, each member of our Audit Committee is financially literate, and one member, James R. Kackley, has accounting or related financial management expertise. Our Board has determined that Mr. Kackley is our “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K. No member of our Audit Committee concurrently serves on more than two other public company audit committees.

Our Audit Committee operates under a charter, which is available on our website at www.pepsiamericas.com. Our Board originally approved the charter in June 2000. Our Audit Committee reviews the charter and recommends any changes to it as part of its annual performance evaluation. The Audit Committee charter was last reviewed in February 2008, at which time no revisions were made.

Our Audit Committee assists the Board by assuming certain oversight responsibilities with respect to (1) the integrity of our financial statements, (2) the independent registered public accountants’ qualifications and independence, (3) the performance of our internal audit function and independent registered public accountants, and (4) our compliance with legal and regulatory requirements that may have a material impact on our financial statements.

Audit Committee Report

Our Audit Committee met fourteen times during 2007, and reviewed a wide range of issues, including the objectivity of the financial reporting process and the adequacy of internal controls. Our Audit Committee selected KPMG LLP (“KPMG”) as our independent registered public accountants, and considered factors relating to their independence. In addition, our Audit Committee received reports and reviewed matters regarding ethical considerations and business conduct, and monitored compliance with laws and regulations. Our Audit Committee also met with our management and internal auditors and reviewed the current audit activities, plans and results of selected internal audits. The committee also met privately with members of our internal audit team and with representatives of KPMG to encourage confidential discussions as to any accounting or auditing matters.

Our Audit Committee has reviewed and discussed with management and representatives of KPMG the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 29, 2007. The committee also has discussed with KPMG the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU § 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and has received the written disclosure and letter from KPMG required by applicable professional standards delineating all relationships they have with us, and has discussed with them their independence. Based on the review and discussions referred to above, the committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 29, 2007, for filing with the Securities and Exchange Commission. The Audit Committee also determined that KPMG’s fees and services are consistent with the maintenance of their independence as our independent registered public accountants.

The name of each person who serves as a member of our Audit Committee is set forth below.

Jarobin Gilbert, Jr., Chairman
Herbert M. Baum
Michael J. Corliss
Pierre S. du Pont
James R. Kackley

Management Resources and Compensation Committee

Each member of our Management Resources and Compensation Committee is independent as defined in Section 303A.02 of the New York Stock Exchange listing standards. In addition, each member of the committee is a non-employee director as defined in Rule 16b-3 of the Exchange Act, and is an outside director as defined in Section 162(m) of the Internal Revenue Code.

Our Management Resources and Compensation Committee operates under a charter, which is available on our website at www.pepsiamericas.com. Our Board originally approved the charter in February 2003. Our Management Resources and Compensation Committee reviews the charter and recommends any changes to it as part of its annual performance evaluation. The charter was last reviewed in February 2008, at which time no revisions were made.

The primary purpose of our Management Resources and Compensation Committee is to discharge the Board’s responsibilities related to executive compensation. The committee reviews and makes recommendations to the Board regarding employee benefit policies and programs, incentive compensation and equity-based plans, director compensation, and succession planning for our executive team. The committee’s specific duties and responsibilities, which have not been delegated to any other person, are to:


	•	Review our executive compensation and employee benefit policies and programs;

	•	Approve for executive officers all elements of compensation, including incentive compensation targets and any employment and severance agreements;

	•	Approve individual annual equity awards for executive officers and an annual pool of awards for other employees;

	•	Review our compensation policies for regulatory and tax compliance;

	•	Review and make recommendations to the Board regarding the components and amount of director compensation;

	•	Recommend to the Board for its approval a succession plan for the position of Chief Executive Officer; and

	•	Review succession plans for other executive officers.

In addition, our Management Resources and Compensation Committee reviews the establishment, amendment and termination of employee benefit plans, and oversees the operation and administration of such plans. Our employee benefit plans provide our Executive Vice President, Human Resources with limited authority to amend the employee benefit plans and responsibility for the day-to-day operation and administration of such plans.

Our Management Resources and Compensation Committee has the sole authority to retain and terminate compensation consultants used in the evaluation of director or executive officer compensation or employee benefit plans. The committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other experts and advisors to assist in carrying out its responsibilities.

Our Management Resources and Compensation Committee engaged Watson Wyatt Worldwide in 2004 as its outside compensation consultant. Watson Wyatt was selected after reviewing proposals submitted by multiple compensation consultants, based on its ability to meet the committee’s needs at the most effective cost. The committee regularly meets with Watson Wyatt and receives reports on our compensation strategy, compensation levels and general market practices. Specific assignments are determined by the committee, with the advice of management. Watson Wyatt has advised the committee on: the development and use of a

competitive peer group; market assessment and review of our Long-Term Incentive Plan, including plan design; top five executive compensation analysis; equity plan analysis and executive ownership analysis; regulatory compliance matters; director compensation; development of executive compensation tally sheets; retirement and welfare plans; and analysis of and changes to our compensation structure to be implemented in 2008.

Management has also engaged Watson Wyatt from time-to-time on employee benefit matters, including actuarial work for pension and retiree medical benefits as well as pension administration services. Our Management Resources and Compensation Committee has reviewed the type and amount of work performed by Watson Wyatt on behalf of management, and has determined that the relationship between management and Watson Wyatt has not influenced the advice offered to the committee by Watson Wyatt.

Our Management Resources and Compensation Committee met five times during 2007. Each member of the committee attended each meeting, except that one member was unable to attend one meeting. In addition, our Executive Vice President, Human Resources and our Corporate Secretary attended each meeting. See “Compensation Decisions — Role of Executive Officers” in our Compensation Discussion and Analysis for more detail on the role of our executive officers relative to the design and assessment of our compensation programs. The committee meets regularly in executive session throughout the year.

Directors who are not members of the committee typically attend committee meetings. Our Management Resources and Compensation Committee specifically consults with the other directors in the annual evaluation of the Chief Executive Officer and in the approval of the annual compensation plans for the executive officers, including the Chief Executive Officer.

Management Resources and Compensation Committee Interlocks and Insider Participation

The members of our Management Resources and Compensation Committee are identified below under “Management Resources and Compensation Committee Report.” None of the members was an officer or employee of PepsiAmericas during fiscal year 2007 or in any prior year and none of the members had any relationship requiring disclosure under Item 404(a) of Regulation S-K. There were no compensation committee interlocks as described in Item 407(e)(4) of Regulation S-K.

Management Resources and Compensation Committee Report

Our Management Resources and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that appears herein. Based on such review and discussion, the committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 29, 2007.

The name of each person who serves as a member of the committee is set forth below.

Richard G. Cline, Chairman
Herbert M. Baum
Michael J. Corliss
Archie R. Dykes
James R. Kackley
Deborah E. Powell

Governance, Finance and Nominating Committee

The members of our Governance, Finance and Nominating Committee are identified above under “Committee Overview.” Each member of our Governance, Finance and Nominating Committee is independent as defined in Section 303A.02 of the New York Stock Exchange listing standards.

Our Governance, Finance and Nominating Committee operates under a charter, which is available on our website at www.pepsiamericas.com. The Board originally approved the charter in February 2003. The committee reviews the charter and recommends any changes to it as part of its annual performance evaluation.

The charter was last reviewed in February 2008, at which time it was revised to memorialize that the committee has responsibility for reviewing our dividend policy.

Our Governance, Finance and Nominating Committee, which met five times during 2007, develops and recommends to the Board corporate governance principles applicable to our company, recommends individuals qualified to serve as members of our Board, reviews and recommends appointments for all committees of our Board, serves as our company’s Qualified Legal Compliance Committee, and oversees the evaluation of our Board and its committees. In addition, the committee assists our Board in reviewing and discussing with management our financing needs, including corporate borrowing, sales of our securities and other matters of a financial nature.

Our Governance, Finance and Nominating Committee generally identifies individual nominees for director based upon suggestions by outside directors, management and/or shareholders. Our Board member selection criteria include: integrity; high level of education and/or business experience; broad-based business acumen; understanding of our business and industry; strategic thinking and willingness to share ideas; and diversity of experiences, expertise and backgrounds among Board members. The committee has used these criteria to evaluate potential nominees. The committee does not evaluate proposed nominees differently depending upon who has made the recommendation. The committee has not to date paid any third party to identify, evaluate or assist in the identification or evaluation of potential nominees.

It is the policy of our Governance, Finance and Nominating Committee to consider director candidates recommended by shareholders who appear to be qualified to serve on the Board. The committee may choose not to consider an unsolicited recommendation if no vacancy exists on our Board and the committee does not perceive a need to increase the size of our Board. Our Governance, Finance and Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Nomination Procedures

To submit a recommendation of a director candidate to our Governance, Finance and Nominating Committee, a shareholder must submit the following information in writing, addressed to the chairperson of the committee, in the care of the Corporate Secretary, at the main office of PepsiAmericas:

(1) The name of the person recommended as a director candidate;


	(2)	All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Exchange Act Regulation 14A;

	(3)	The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

	(4)	As to the shareholder making the recommendation, the name and address, as they appear on the books of PepsiAmericas, of such shareholder; provided, however, that if the shareholder is not a registered holder of common stock, the shareholder must submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the common stock; and

	(5)	A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination at the next annual meeting of shareholders, our Governance, Finance and Nominating Committee must receive the recommendation as provided under “Shareholder Proposals for 2009 Annual Meeting.”

Minimum Qualifications

In carrying out its responsibility to find the best-qualified persons to serve as directors on our Board, our Governance, Finance and Nominating Committee will consider appropriate data with respect to each suggested candidate, consisting of age, business experience, educational background, current directorships, involvement

in legal proceedings during the last five years which are material to an evaluation of the integrity of the candidate, and an indication of the willingness of the candidate to serve as a director. In addition, prior to nominating an existing director for re-election to our Board, our Governance, Finance and Nominating Committee will consider and review an existing director’s attendance and performance; length of service; experience, skills and contributions; and independence.

Affiliated Transaction Committee

Our Affiliated Transaction Committee was established in accordance with our By-Laws. Each member of our Affiliated Transaction Committee is independent as defined in our By-Laws. This means that each member of the committee is not, and for the last two years has not been, (1) an officer or director of PepsiCo or an affiliate of PepsiCo, (2) an owner of more than 1% of the shares of PepsiCo, or (3) an owner of any ownership interest in a party to an affiliated transaction. Our By-Laws define an affiliated transaction as certain transactions with a value of more than $10 million with affiliates, including PepsiCo and certain entities in which PepsiCo has an ownership interest.

Our Affiliated Transaction Committee reviews, considers and passes upon any affiliated transaction. The committee also has responsibility for reviewing and approving related party transactions requiring disclosure under Rule 404(a) of Regulation S-K. Our Affiliated Transaction Committee met once during 2007.

Communications with Board Members

Interested parties may contact our Board, its committees, individual directors, the Lead Director, or non-management directors as a group, at the following address: PepsiAmericas, Inc., 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402, Attention: Corporate Secretary. All communications sent to the chairperson of the Audit Committee or to any individual director will be received directly by such individuals and will not be screened or reviewed by any company personnel. All other communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. Certain items which are unrelated to the duties and responsibilities of the Board will be excluded, such as product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.

Board Member Attendance at Annual Meeting of Shareholders

PepsiAmericas encourages all of its directors to attend the annual meeting of shareholders. We generally hold a Board meeting coincident with the shareholders’ meeting to minimize director travel obligations and facilitate their attendance at the shareholders’ meeting. Nine of our ten directors attended the 2007 Annual Meeting of Shareholders.

NON-EMPLOYEE DIRECTOR COMPENSATION

Our Management Resources and Compensation Committee periodically reviews and makes recommendations to our Board regarding the components and amount of non-employee director compensation. Directors who are employees of our company receive no fees for their services as director.

Through July 2007, our non-employee directors each received annual compensation as follows: (1) a $30,000 annual retainer, paid in equal quarterly installments; (2) a restricted stock award under our 2000 Stock Incentive Plan for a number of shares equal to approximately $60,000; (3) a meeting fee of $2,000 per Board meeting; and (4) a meeting fee of $1,000 per committee meeting. In addition, the Lead Director received an additional $20,000 retainer per year; directors who serve on the Board’s committees received an additional $5,000 retainer per year per committee; and the chairperson of each of the Board’s committees received an

additional $10,000 retainer per year (with the exception of the chairperson of the Affiliated Transaction Committee who received an additional $5,000 retainer per year).

In July 2007, our Management Resources and Compensation Committee, with assistance from Watson Wyatt, analyzed our non-employee director compensation relative to market practices. This review of information gathered from our peer group’s proxy statements illustrated that our non-employee director compensation was below the 25^th percentile of our peer group. Our Management Resources and Compensation Committee recommended an increase in non-employee director compensation to position it between the median and the 75^th percentile of our peer group and make certain other changes to reflect current board compensation trends. Our Board approved these changes.

Accordingly, beginning in August 2007, our non-employee directors each receive annual compensation as follows on a prospective basis: (1) a $70,000 annual retainer, paid in equal quarterly installments; (2) a restricted stock award under our 2000 Stock Incentive Plan for a number of shares equal to approximately $75,000; and (3) a meeting fee of $1,000 per committee meeting. In addition, the Lead Director receives an additional $20,000 retainer per year; non-employee directors who serve on our Board’s committees receive an additional $5,000 retainer per year per committee; and the chairperson of each of the Board’s committees receives an additional $15,000 retainer per year (with the exception of the chairperson of the Affiliated Transaction Committee who receives an additional $5,000 retainer per year).

Directors are also reimbursed for reasonable expenses incurred in attending meetings. The restricted stock awards are granted to the non-employee directors each year in February. Pursuant to the terms of such awards, directors may not sell such stock while they serve on the Board.

Director Compensation Table

The following table sets forth the compensation of our non-employee directors for fiscal year 2007:


											Change in
	Fees										Pension Value
	Earned										and Nonqualified
	or			Stock			Option		Non-Equity		Deferred		All Other
	Paid in Cash			Awards			Awards		Incentive Plan		Compensation		Compensation		Total
Name	($)			($)(a)			($)(b)		Compensation ($)		Earnings ($)(c)		($)(d)		($)

Herbert M. Baum		80,667	(e)		59,984			0		0		17,747		0		158,398
Richard G. Cline		87,750			59,984			0		0		0		10,000		157,734
Michael J. Corliss		80,667			59,984			0		0		0		0		140,651
Pierre S. du Pont		95,750			59,984			0		0		0		0		155,734
Archie R. Dykes		100,667	(e)		59,984			0		0		28,913		10,000		199,564
Jarobin Gilbert, Jr.		94,750			59,984			0		0		0		0		154,734
James R. Kackley		82,667			59,984			0		0		0		8,500		151,151
Matthew M. McKenna		54,667			59,984	(f)		0		0		0		0		114,651
Deborah E. Powell		70,667			59,984			0		0		0		0		130,651


(a)		Represents the value of 2,713 shares of restricted stock granted on February 22, 2007, based on the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2007 in accordance with FAS 123R. The grant date fair value of each such equity award computed in accordance with FAS 123R was $59,984. At fiscal year end 2007, our non-employee directors held the following shares of common stock pursuant to restricted stock awards: Mr. Baum (11,016 shares), Mr. Cline (11,016 shares), Mr. Corliss (2,713 shares), Governor du Pont (11,016 shares), Dr. Dykes (11,016 shares), Mr. Gilbert (11,016 shares), Mr. Kackley (7,845 shares), Mr. McKenna (11,016 shares), and Dr. Powell (2,713 shares).

(b)		We have not granted stock options to our directors since February 2003.

Our non-employee directors held the following unexercised options at fiscal year end 2007:


	Option Awards
	Number of Securities
	Underlying		Number of Securities
	Unexercised		Underlying Unexercised		Option		Option
	Options		Options		Exercise		Expiration
Name	(#) Exercisable		(#) Unexercisable		Price ($)		Date

Herbert M. Baum		7,570		0		12.01		2/26/2010
		7,170		0		12.68		2/21/2009
		5,517		0		16.475		2/16/2008
Richard G. Cline		0		0		N/A		N/A
Michael J. Corliss		0		0		N/A		N/A
Pierre S. du Pont		0		0		N/A		N/A
Archie R. Dykes		0		0		N/A		N/A
Jarobin Gilbert, Jr.		7,170		0		12.68		2/21/2009
		5,517		0		16.475		2/16/2008
James R. Kackley		0		0		N/A		N/A
Matthew M. McKenna		7,570		0		12.01		2/26/2010
		7,170		0		12.68		2/21/2009
Deborah E. Powell		0		0		N/A		N/A


		Each of the options set forth above has a seven-year term and became exercisable in full at the date of grant.

(c)		These amounts represent the above-market return on nonqualified deferred compensation, as there is no pension benefit for our directors. We calculate the above-market return on nonqualified deferred compensation as the difference between 120% of the applicable federal long-term rate (which was 5.68% at fiscal year end 2007) and the rate at which we accrue interest on such nonqualified deferred compensation balances, which is based upon the prime rate as reported in The Wall Street Journal.

(d)		Reflects matching gifts made by the PepsiAmericas Foundation on behalf of directors during fiscal year 2007. The Foundation matches gifts made by directors and former directors (as well as full-time employees) to accredited, non-profit educational institutions as well as gifts made by such persons to civic, cultural and charitable organizations (excluding purely religious institutions) in the United States. The Foundation matches the first $1,000 of a participant’s gifts to education two-for-one and additional gifts one-for-one, up to a maximum of $10,000 from the Foundation in any one year. For gifts to civic, cultural and charitable organizations, the Foundation matches up to $2,500 per year on a one-for-one basis.

(e)		Represents compensation deferred by the listed director under our Directors’ Deferred Compensation Plan. Under this plan, directors may, by written election, defer payment of the above-referenced cash compensation. We maintain a bookkeeping account for each director who has elected to defer cash compensation to which we credit the amount deferred, plus accrued interest thereon, compounded annually, based upon the prime rate, as reported in The Wall Street Journal, on June 30 and December 31 of each year. Payment of deferred cash compensation to a retired director is made in equal monthly installments over a term equal to the greater of (1) 36 months, or (2) the number of months during which the director had in effect an election to defer compensation. Upon a change in control, the director would be entitled to a lump sum distribution of all such deferred cash amounts.

(f)		Represents compensation deferred by the listed director under our Directors’ Deferred Compensation Plan. Directors may, by written election, defer payment of the above-referenced restricted stock awards to a date specified by the director. We maintain an account for each director who has elected to defer stock compensation to which we credit the amount of shares deferred plus dividends accrued thereon. Upon a change in control, the director would be entitled to a lump sum distribution of all such deferred stock and dividends.

Director Option Exercises during 2007

On April 27, 2007, Pierre S. du Pont exercised a stock option for the purchase of 7,570 shares of common stock at an exercise price of $12.01 per share and a stock option for the purchase of 7,170 shares of common stock at an exercise price of $12.68 per share. On the same date, Governor du Pont sold the 14,740 shares he purchased upon exercise of such options. Governor du Pont realized $173,632 upon the exercise of such options.

On April 27, 2007, Archie R. Dykes exercised a stock option for the purchase of 7,570 shares of common stock at an exercise price of $12.01 per share and a stock option for the purchase of 100,000 shares of common stock at an exercise price of $14.6563 per share. On the same date, Dr. Dykes sold the 107,570 shares he purchased upon exercise of such options. Dr. Dykes realized $1,031,598 upon the exercise of such options.

On December 7, 2007, Matthew M. McKenna exercised a stock option for the purchase of 5,517 shares of common stock at an exercise price of $16.475 per share. On the same date, Mr. McKenna sold the 5,517 shares he purchased upon exercise of such options. Mr. McKenna realized $100,592 upon the exercise of such options.

The value realized is determined by computing the difference between the market price of our common stock at exercise and the exercise price of the options.

OUR LARGEST SHAREHOLDERS

The following table sets forth information, as of February 28, 2008, with respect to the beneficial ownership of shares of our common stock by each person who, to our knowledge, beneficially owned more than five percent of our common stock. Percentage of beneficial ownership is based on 129,321,712 shares outstanding as of February 28, 2008.


	Amount and Nature of		Percent
Name and Address of Beneficial Owner	Beneficial Ownership		of Class

PepsiCo, Inc.(a)		56,661,721		43.8	%
700 Anderson Hill Road Purchase, NY 10577
Starquest Securities, LLC(b)		12,116,087		9.4	%
3900 Dain Rauscher Plaza 60 South Sixth Street Minneapolis, MN 55402
Barclays Global Investors, NA(c)		11,506,226		8.9	%
45 Fremont Street San Francisco, CA 94105


(a)		PepsiCo may be deemed to beneficially own 56,661,721 shares of common stock through the beneficial ownership of its wholly owned subsidiaries as follows: (1) 36,111,675 shares beneficially owned by Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), (2) 10,578,951 shares beneficially owned by Pepsi-Cola Operating Company of Chesapeake and Indianapolis (“Chesapeake”), (3) 8,752,823 shares beneficially owned by Pepsi-Cola Bottling Company of St. Louis, Inc. (“St. Louis”), (4) 794,115 shares beneficially owned by Beverages Foods & Service Industries, Inc. (“BFSI”), and (5) 424,157 shares beneficially owned by Midland Bottling Co. (“Midland”). The Schedule 13D filed with the Securities and Exchange Commission by PepsiCo, Inc. and other reporting persons on December 5, 2007, reports that PepsiCo may be deemed to have shared voting and dispositive power with respect to the shares of common stock owned by each of Metro, Chesapeake, St. Louis, BFSI and Midland. The Schedule 13D reports that PepsiCo may be deemed to have the power to direct the receipt of dividends declared on the shares of common stock held by each of Metro, Chesapeake, St. Louis, BFSI and Midland and the proceeds from the sale of such shares of common stock.

		The shares reported are subject to a shareholder agreement with our company. Such agreement provides that PepsiCo and its affiliates may not own more than 49% of our outstanding common stock. Any acquisitions by PepsiCo that would cause the maximum ownership percentage to be exceeded requires the consent of either (1) a majority of the directors of our company not affiliated with PepsiCo or (2) the shareholders of our company not affiliated with PepsiCo, or must be made pursuant to an offer for all outstanding shares of our common stock at a price meeting specific minimum-price criteria. The agreement specifies that, during its term, none of PepsiCo or its affiliates may enter into any agreement or commitment with Mr. Pohlad, his affiliates or his family with respect to the holding, voting, acquisition or disposition of our common stock. The agreement also restricts certain transfers by PepsiCo and its affiliates that would result in a third party unaffiliated with PepsiCo owning greater than 20% of the outstanding shares of our common stock.

(b)		The Schedule 13D filed with the Securities and Exchange Commission by Starquest Securities, LLC (“Starquest”), Dakota Holdings, LLC (“Dakota”), Pohlad Companies and Robert C. Pohlad on March 4, 2008, reports that Starquest is a Minnesota limited liability company whose members are (1) Dakota, (2) the Trust for Carl R. Pohlad Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as amended, and (3) the Revocable Trust No. 2 of Carl R. Pohlad Created Under Agreement Dated May 28, 1993, as Amended. The Schedule 13D reports that Dakota is the controlling member of Starquest because it possesses 100% of the voting rights and approximately 51.4% of the equity of Starquest. The Schedule 13D reports that Dakota’s members are (1) Pohlad Companies, (2) Robert C. Pohlad, (3) William M. Pohlad, (4) James O. Pohlad, (5) Beverage Investment, LLC, (6) James O. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad


		Created Under Agreement, dated December 20, 1999, (7) Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement, dated December 20, 1999, and (8) William M. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement, dated December 20, 1999. The Schedule 13D reports that Pohlad Companies is the controlling member of Dakota because it possesses approximately 73.3% of the voting rights of Dakota and approximately 73.3% of the equity in Dakota. The Schedule 13D reports that Pohlad Companies’ shareholders are (1) Robert C. Pohlad, (2) William M. Pohlad and (3) James O. Pohlad, each of whom holds a one-third interest. The Schedule 13D reports that Robert C. Pohlad, Chairman and Chief Executive Officer of our company, is the President of Pohlad Companies. The Schedule 13D reports that Robert C. Pohlad holds an approximately 33.284% equity interest in Dakota, directly and indirectly. The Schedule 13D reports that Dakota may be deemed to have beneficial ownership of the securities beneficially owned by Starquest. The Schedule 13D reports that Pohlad Companies may be deemed to have beneficial ownership of the securities beneficially owned by Starquest and Dakota. The Schedule 13D reports that Robert C. Pohlad may be deemed to have beneficial ownership of the securities beneficially owned by Starquest, Dakota and Pohlad Companies.

		The shares reported are subject to a shareholder agreement with our company. Such agreement does not limit the amount of our outstanding common stock that may be owned by Pohlad Companies, Dakota and Mr. Pohlad. However, any additional acquisition of our common stock by Mr. Pohlad, his affiliates or his family (excluding compensatory awards to Mr. Pohlad) requires approval of our Affiliated Transaction Committee. The agreement specifies that, during its term, none of Mr. Pohlad, his affiliates or his family may enter into any agreement or commitment with PepsiCo or its affiliates with respect to the holding, voting, acquisition or disposition of our common stock.

(c)		As set forth in Schedule 13G filed with the Securities and Exchange Commission by Barclays Global Investors, NA and other reporting persons on February 6, 2008. The Schedule 13G reports that these shares are held in trust accounts for the economic benefit of the beneficiaries of those accounts. The Schedule 13G reports that these shares represent 9,812,862 shares over which sole voting power is claimed and 11,506,226 shares over which sole dispositive power is claimed as follows: (1) Barclays Global Investors, NA has sole voting power over 7,545,711 shares and sole dispositive power over 8,997,825 shares, (2) Barclays Global Fund Advisors has sole voting power over 918,350 shares and sole dispositive power over 918,350 shares, (3) Barclays Global Investors, LTD has sole voting power over 854,607 shares and sole dispositive power over 1,095,857 shares, (4) Barclays Global Investors Japan Limited has sole voting power over 391,743 shares and sole dispositive power over 391,743 shares, and (5) Barclays Global Investors Canada Limited has sole voting power over 102,451 shares and sole dispositive power over 102,451 shares.

SHARES HELD BY OUR DIRECTORS AND EXECUTIVE OFFICERS

The table below lists the beneficial ownership of shares of our common stock, as of February 28, 2008, by each director and nominee for director, by each executive officer named in the summary compensation table below, and by all directors and executive officers as a group. The table lists voting securities, including restricted stock held by our executive officers over which they have sole voting power but no investment power. Otherwise, except as identified below, the named individual has sole voting and investment power with respect to the listed shares and none of the stated shares has been pledged as security. Given that our directors are required to hold the shares of restricted stock they receive as compensation while they continue to serve on the Board, the following table includes such directors’ qualifying shares. Percentage of beneficial ownership is based on 129,321,712 shares outstanding as of February 28, 2008.


	Amount and Nature of		Percent
Name of Beneficial Owner	Beneficial Ownership(a)		of Class

Herbert M. Baum		32,607		*
Richard G. Cline		21,117		*
Michael J. Corliss(b)		27,164		*
Pierre S. du Pont		13,867		*
G. Michael Durkin, Jr.		307,696		*
Archie R. Dykes		22,131		*
Jarobin Gilbert, Jr.		21,137		*
Jay S. Hulbert(c)		102,674		*
James R. Kackley(d)		12,800		*
Kenneth E. Keiser		346,174		*
Matthew M. McKenna(e)		30,263		*
Robert C. Pohlad(f)		13,036,612		10.0	%
Deborah E. Powell		5,564		*
James R. Rogers		86,160		*
Alexander H. Ware		169,425		*
All Current Directors and Executive Officers as a Group (19 persons)(g)		14,500,767		11.2	%


*		Less than 1%.

(a)		Includes shares which the named director or executive officer has the right to acquire at present or within 60 days after February 28, 2008, through exercise of stock options, as follows: Mr. Baum, 14,740 shares; Mr. Durkin, 104,400 shares; Mr. Gilbert, 7,170 shares; Mr. Hulbert, 20,631 shares; Mr. McKenna, 14,740 shares; and Mr. Pohlad, 425,392 shares.

(b)		Includes 21,600 shares held by the Evergreen Capital Trust, of which Mr. Corliss is a trustee and a 100% beneficial owner.

(c)		Excludes 1,040 phantom stock units under the Executive Deferred Compensation Plan. Such units may only be settled in cash.

(d)		Includes 2,468 shares the receipt of which has been deferred pursuant to our Directors’ Deferred Compensation Plan and 104 shares issued upon the reinvestment of cash dividends on such deferred shares.

(e)		Includes 5,181 shares the receipt of which has been deferred pursuant to our Directors’ Deferred Compensation Plan and 156 shares issued upon the reinvestment of cash dividends on such deferred shares.

(f)		Includes 12,116,087 shares held by Starquest and 102 shares held by Pohlad Companies. See “Our Largest Shareholders.”

(g)		Includes 12,116,087 shares held by Starquest, 21,600 shares held by the Evergreen Capital Trust, 102 shares held by Pohlad Companies, 639,114 shares which directors and executive officers have the right to acquire at present or within 60 days after February 28, 2008 through exercise of stock options, and 1,134,258 shares over which there is sole voting power but no investment power.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, as well as persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. We have procedures in place to assist our directors and executive officers in preparing and filing these reports on a timely basis. Based solely on our review of the forms furnished to us, upon our records and other information, we believe that all required reports were timely filed during the past year, except that (a) one report on Form 3 setting forth the initial ownership of Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), a wholly owned subsidiary of PepsiCo, Inc., as of December 29, 2000, (b) one report on Form 4 for Metro setting forth the acquisition of 2,045,598 shares on November 27, 2002, (c) one report on Form 4 for Metro setting forth the acquisition of 20,276,322 shares on May 29, 2007, (d) one report on Form 4 for Metro setting forth the acquisition of 500 shares on June 13, 2007, and (e) as a result of a third-party administrative error, one report on Form 4 for Alexander H. Ware setting forth a stock option exercise and sale of 20,300 shares on August 1, 2007, were not filed on a timely basis.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

An understanding of the material elements of compensation paid to our named executive officers begins with our company’s vision, which is to drive shareholder value by being our customers’ best direct supplier of exciting beverage brands. We believe that we achieve that vision, in part, with engaged and capable employees who operate within our culture of accountability, integrity, respect, teamwork and passion. Our compensation structure helps drive shareholder value by rewarding our named executive officers for performance.

The Management Resources and Compensation Committee seeks, through our compensation structure, to:


	•	Ensure that we attract, motivate and retain outstanding employees;

	•	Ensure that our pay levels are competitive;

	•	Develop programs that are simple, easy to understand and flexible;

	•	Create a broad sense of ownership; and

	•	Provide significant rewards for exceptional company and individual performance.

Our company is committed to an executive compensation philosophy that rewards performance. The committee fulfills our pay-for-performance philosophy by:


	•	Recognizing individual performance when determining base salary increases;

	•	Tying annual incentive plan payouts to our company’s performance; and

	•	Basing annual long-term incentives on our company’s performance (to determine the pool of restricted stock available for awards), and individual performance (to determine individual awards).

By taking these steps, we believe that we reward performance by aligning the interests of our named executive officers with our business objectives and the long-term interests of our shareholders. Our committee consistently reviews this compensation philosophy and evaluates our success in fulfilling it.

The success of our pay-for-performance philosophy is illustrated by comparing our company’s performance in adjusted net income against Annual Incentive Plan payouts to our named executive officers. The close historical alignment between Annual Incentive Plan payouts and adjusted net income is illustrated by the chart below. Management internally reviews results of operations and evaluates performance on both a GAAP basis and using adjusted comparisons. Adjusted net income excludes items that are unusual, infrequent or unrelated to the ongoing core operations.

Actions Taken During 2007 that will Affect 2008 Compensation. During 2007 the committee reviewed our overall executive compensation structure. While our compensation philosophy and objectives remain the same, the committee agreed that certain changes to our executive compensation structure would better facilitate global consistency and provide a clearer framework for executive movement within different roles and across business units and locations. These changes, which do not affect 2007 executive compensation but have been implemented for 2008, include a shift to global executive salary grades rather than salary bands and a decision to set targets for future annual equity awards under our Long-Term Incentive Plan based on dollar values rather than number of shares. These changes will enable our executive compensation structure to keep pace with our company’s growth in international markets, reflect the recent strategic realignment of our company’s U.S. business, emphasize internal equity, and help support career progression, succession planning and retention. The change in how we set targets for equity awards under our Long-Term Incentive Plan will also help to ensure stability in grant values and expenses from year to year.

The remainder of our Compensation Discussion and Analysis discusses in detail the material elements of compensation paid to our named executive officers in 2007. We include in our Compensation Discussion and Analysis, and in our overall discussion of executive compensation, six named executive officers. To enable year-over-year comparisons, in addition to our principal executive officer, our principal financial officer, and our three most highly compensated executive officers (one of whom had a one-time relocation allowance during 2007), we also include an executive officer who was in the most highly compensated category for 2006 and who we expect to be in the most highly compensated category for 2008.

Compensation Decisions

Benchmarking Against Peer Companies. When making compensation decisions, our committee looks at the compensation paid to our named executive officers relative to the compensation paid to executive officers at similar companies. Our committee uses two sources of data for these comparisons: public filings from a

select peer group of companies, and compensation surveys published by major consulting firms. Our committee believes that each data source has its advantages, and that multiple data sources provide different reference points and a broad context for interpreting and assessing executive compensation. Our committee uses these comparisons, or benchmarks, as objective points of reference for benchmarking our compensation programs and pay levels against the external market, taking into consideration the financial performance of our peer group.

Our peer group includes companies that operate in a similar industry, are of a relatively similar size by revenue or market capitalization, and have a similar scope of operations. The same peer group is used to set compensation levels and measure performance. Our peer group consists of the following companies:


	•	Campbell Soup Company

	•	Coca-Cola Bottling Co. Consolidated

	•	Coca-Cola Enterprises Inc.

	•	Constellation Brands, Inc.

	•	Dean Foods Company

	•	Del Monte Foods Company

	•	The Hershey Company

	•	Hormel Foods Corporation

	•	McCormick & Company, Incorporated

	•	Molson Coors Brewing Company

	•	The Pepsi Bottling Group, Inc.

	•	Performance Food Group Company

	•	Ralcorp Holdings, Inc.

	•	The J. M. Smucker Company

	•	United Natural Foods, Inc.

Our committee reviews the peer group of companies annually to ensure that each company remains relevant for comparative purposes. This review was last conducted in July 2007. With a few exceptions, our peer group has remained consistent from year to year.

Competitive Market Review. Our committee annually reviews competitive market assessments, prepared by our outside compensation consultant, of pay levels for our named executive officers. Our committee reviews, both individually and in the aggregate, all elements of total direct compensation, including base salary, annual incentives and long-term incentives. Our committee also reviews an analysis of various financial metrics which compare our company’s performance against our peer group to put our compensation programs and pay levels into context. Competitive compensation information is obtained from our peer group and from executive compensation surveys published by outside compensation consultants. This competitive market review is conducted at our committee’s last meeting of each fiscal year, which allows committee members time to ask for additional information and to raise and discuss further questions before the first meeting of the next year, when compensation for the named executive officers is finalized.

Use of Tally Sheets and Termination Benefits Analyses. At its first meeting of each fiscal year, our committee reviews tally sheets prepared by our outside compensation consultant for each named executive officer. The tally sheets provide a five-year history of each component of the named executive officers’ compensation, including current cash compensation (base salary and annual incentives), long-term incentives, deferred compensation and retirement account balances, outstanding equity awards and perquisites. In addition, the committee also reviews the named executive officers’ current stock ownership compared to our stock ownership guidelines.

The tally sheets reflect the annual compensation for the named executive officers, as well as the potential payments under select performance scenarios and termination of employment and change in control scenarios. With regard to the performance scenarios, the tally sheets illustrate the amounts of compensation that would be payable under minimum, target and maximum payouts under the Annual Incentive Plan and the Long-Term Incentive Plan, each discussed below in detail. The tally sheets also illustrate the amounts of compensation and benefits that would be payable upon various separation events pursuant to our severance policy and incentive plans.

Our committee uses these tools to bring together, in one place, all of the elements of actual and potential future compensation for our named executive officers, as well as information about wealth accumulation. This

assists the committee in analyzing the individual elements of compensation, the mix of compensation, and the aggregate total amounts of actual and projected compensation. The committee reviews pay equity among salary bands and salaries within each salary band to ensure that pay, when compared internally and against the market, continues to meet our stated compensation philosophy and objectives. After completing its most recent review, our committee determined that compensation for each named executive officer continues to be consistent with our company’s compensation philosophy and objectives.

Role of Consultants. Our committee has engaged Watson Wyatt Worldwide as its outside compensation consultant. Please see the discussion under the caption “Management Resources and Compensation Committee” in the section “Our Board of Directors and Committees.”

Role of Executive Officers. Our committee looks to certain executive officers, including named executive officers, for assistance with the design and assessment of compensation programs. The Chairman of the Board and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President and Chief Financial Officer, and the Executive Vice President, Human Resources provide insight on our company’s business goals and results, help define objectives for individual executives, and assess the effect on our culture and personnel of suggested changes to compensation programs. During 2007, additional executives provided input on specific job descriptions and salary structures while the committee considered changes to the overall compensation system. No executive officer is involved in setting his or her own compensation.

Impact of Tax and Accounting Treatment on Compensation Decisions. Our committee regularly reviews the tax and accounting treatment of each component of compensation paid to our named executive officers. The potential tax and accounting treatment is one, but not the only, factor the committee takes into consideration when approving compensation components and amounts. In certain circumstances our committee has determined that our compensation objectives are not furthered when compensation must be paid in a specific manner to be tax deductible.

Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation in excess of $1 million for the Chief Executive Officer and the four most highly compensated employees other than the Chief Executive Officer. Certain performance-based compensation is not subject to this limitation. Our Annual Incentive Plan does not qualify as performance-based compensation for purposes of Section 162(m). Our Long-Term Incentive Plan is, however, structured and administered in a way that restricted stock awards qualify as performance-based compensation, which is not subject to the $1 million limitation. Each of these plans is discussed in detail below.

Total Direct Compensation

We provide total direct compensation to our named executive officers in the form of base salary, annual incentives and long-term incentives. We target total direct compensation above the 50th percentile of our peer group. In support of our philosophy of pay-for-performance, targeted total direct compensation is substantially weighted toward performance-based pay. In 2007, consistent with our pay-for-performance philosophy, 78% of the actual total direct compensation paid to our named executive officers was in the form of annual and long-term incentives, both of which are tied to performance. For 2007, actual total direct compensation for the named executive officers is illustrated in the chart below.


(a)		Excludes the performance-based restricted stock award of 113,000 shares granted outside our Long-Term Incentive Plan to Mr. Keiser in February 2007.

Each of the individual components of compensation paid to our named executive officers is discussed in detail below.

Base Salary. Named executive officers receive a base salary as compensation for services rendered during the fiscal year. We intend for base salary to:


	•	Reflect national and local labor market conditions;

	•	Position executives competitively with the external market;

	•	Provide internal equity through consistent pay structures and guidelines;

	•	Provide for annual increases based upon individual performance; and

	•	Reward for long-term contributions.

At the end of each fiscal year the committee considers and approves base salary increases for all salaried employees, including the named executive officers, for the following year. The committee first establishes a budget for base salary increases. To do so, it considers general economic factors, including the rates of inflation and unemployment, changes in the cost of living, and peer company base salary increases. Once the budget is set, the committee develops a general matrix for distribution of the budget. This matrix is applied consistently among all salaried employees, and differentiates among individuals based on performance.

Each year in February, the committee reviews the tally sheets and termination benefits analyses for the named executive officers, our company’s performance during the previous year, and the named executive officers’ job performance and accomplishment of predetermined objectives during the previous year. After this review, the committee approves specific base salary increases for the named executive officers within the general matrix for base salary increases. Base salary increases are effective each year in March.

We benchmark base salary for our named executive officers to the 50th percentile of our peer group. Actual 2007 base salaries for our named executive officers were generally at the median of the competitive market, consistent with this philosophy. For 2008, base salaries for our named executive officers increased an average of 4.7%.

Annual Incentives. Named executive officers are eligible for annual incentives under our non-equity incentive plan, which we call our Annual Incentive Plan (the “AIP”). Payouts under the AIP are paid annually, in cash, and are based on our company’s performance. AIP payouts are tied to business results to support our philosophy of pay-for-performance. AIP payout opportunities are team-based to strengthen our culture of accountability, integrity, respect and teamwork. We believe that this quantitative, team-based approach to annual incentive compensation ensures that we pay for performance that drives shareholder value.

AIP targets for the named executive officers range from 70 to 100% of base salary. Actual AIP payouts are calculated according to our company’s performance and vary from 0 to 200% of target. AIP payout targets are set at the 75^th percentile of our company’s peer group. We consider our AIP performance measure targets, discussed in detail below, to be aggressive. We believe it is appropriate to set our aggregate AIP targets at this level to reinforce our pay-for-performance philosophy. The committee regularly reviews the AIP targets to ensure their consistency with our compensation philosophy and objectives.

Based on the committee’s review in 2007 of our compensation structure and a comparison of our AIP targets against outside market data, the committee increased the 2008 AIP target for Mr. Ware to 85% of base salary, for Mr. Rogers to 75% of base salary, and for Mr. Hulbert to 65% of base salary. AIP targets for the other named executive officers remain the same for 2008.

Each year the committee recommends to the Board for its approval AIP performance measures and weightings for the following year. The performance measures are reviewed and adjusted each year to ensure that the objectives for the named executive officers reflect the company’s current business priorities.

The table below identifies for each named executive officer the 2007 AIP targets as a percentage of base salary, and the 2007 performance measures and weightings.

2007 Target AIP

Payout as a

Percentage of Base

2007 Performance Measures and Weightings(a)

Name and Position

Salary

40%

20%

Robert C. Pohlad
Chairman of the Board and Chief Executive Officer

100

Worldwide Net Income

Worldwide Net Revenue