2003 Committee Charter : PAS

Charter Of The Corporate Governance And Nominating Committee

I. PURPOSE
The purpose of the Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of PepsiAmericas, Inc. (the "Company") is to (a) develop and recommend to the Board a set of corporate governance principles applicable to the Company, (b) recommend to the Board individuals qualified to serve as members of the Board, (c) review and recommend committee appointments for all committees of the Board, and (d) serve as the qualified legal compliance committee (the "QLCC") for the Company in accordance with the provisions of Section 307 of the Sarbanes-Oxley Act of 2002 and the rules and regulations under the Securities and Exchange Act of 1934 (the "1934 Act").

II. COMMITTEE MEMBERSHIP
The Committee shall consist solely of three or more members of the Board, each of whom the Board has affirmatively determined has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and each of whom is otherwise "independent" under the rules of the New York Stock Exchange, Inc. ("NYSE"). As the QLCC, the Committee's composition shall consist of at least one member of the Company's Audit and Finance Committee and two or more members of the Board who are not employed, directly or indirectly, by the Company. Members of the Committee shall be appointed by the Board, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

III. COMMITTEE STRUCTURE AND OPERATIONS
The Board shall designate one member of the Committee as its chairperson. The Committee shall meet in person or telephonically at least two times per year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

IV. COMMITTEE DUTIES AND RESPONSIBILITIES
The following are the duties and responsibilities of the Committee:
Corporate Governance Guidelines Develop and recommend to the Board for approval a set of corporate governance principles applicable to the Company in accordance with the rules of the NYSE (the "Guidelines"), review and assess the adequacy of such Guidelines at least annually, and recommend any proposed changes to the Board for approval.
Determination of Director Independence At least annually review and make recommendations to the Board regarding the presence or absence of material relationships between the Company and each of the directors, and determine which directors meet the standards of "independence" under the rules of the NYSE.
Director Candidates
Develop and recommend to the Board guidelines and criteria for the selection of candidates for directors, and actively seek individuals qualified to become Board members in accordance with such guidelines and criteria.
Make recommendations to the Board regarding qualified nominees for directorship for inclusion in the Company's annual proxy statement. As required, make recommendations to the Board regarding candidates to fill vacancies in the Board resulting from death, resignation or other cause, or by reason of an increase in the total number of directors.
Committees of the Board
Periodically review and make recommendations to the Board regarding the size and composition of the Board and its committees. Periodically review and make recommendations to the Board regarding whether it is in the best interest of the Company to rotate chairs and/or members within and among committees.
Periodically review and make recommendations to the Board regarding nominees for each of the Company's committees, taking into consideration the charters for such committees, if any, as well as any other factors it deems appropriate.
Qualified Legal Compliance Committee
As the QLCC, the Committee shall:
Adopt and maintain written procedures for the confidential receipt, retention, and consideration of any report of evidence of a material violation of any applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law (a "material violation").
Have the following authority and responsibility:
To inform the Company's chief legal counsel and chief executive officer (the "CEO") of any report of evidence of a material violation;
To determine whether an investigation is necessary regarding any report of evidence of a material violation by the Company, its officers, directors, employees or agents and, if it determines an investigation is necessary or appropriate, to: (A) notify the Audit and Finance Committee or the full Board; (B) initiate and oversee an investigation, which may be conducted either by the chief legal counsel or by outside attorneys; and (C) retain such additional experts as the Committee deems necessary to assist in the investigation.
At the conclusion of any such investigation, the Committee shall (A) recommend, by majority vote, that the Company implement an appropriate response to evidence of a material violation; and (B) inform the chief legal counsel and the CEO and the Board of the results of any such investigation and the appropriate remedial measures to be adopted.
By majority vote take all other appropriate action, including the authority to notify the Securities and Exchange Commission in the event that the Company fails in any material respect to implement an appropriate response recommended by the Committee.
Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Committee's purpose.
V. COMMITTEE REPORTS
The Committee shall produce the following reports and provide them to the Board:
An annual performance evaluation of the Committee's work, including an evaluation of whether the Committee has performed its duties and met its responsibilities as required by this Charter. As part of the performance evaluation, the Committee shall also consider and recommend to the Board any improvements to the Charter deemed appropriate by the Committee.
A summary of the matters discussed, material reviewed and actions taken at each Committee meeting, which shall be presented to the Board at its next meeting.
VI. RESOURCES AND AUTHORITY OF THE COMMITTEE
The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out its duties and responsibilities, and shall have the authority to retain and approve the fees and other retention terms for any external experts, advisors or consultants.