Preview | Underwriting Agreement |

PepsiAmericas, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the ?Underwriters?), for whom you are acting as representative (collectively, the ?Representative?), $250,000,000 aggregate principal amount of its 5.625% Notes due 2011 (the ?Securities?). The Securities will be issued under an indenture, dated as of August 15, 2003 (as amended or supplemented with respect to such Securities, the ?Indenture?), between the Company and Wells Fargo Bank, National Association, as trustee (the ?Trustee?).

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the ?Commission?) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the ?Securities Act?), an automatic shelf registration statement on Form S-3 (File No. 333-134179), including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (?Rule 430 Information?), is referred to herein as the ?Registration Statement?; and as used herein, the term ?Preliminary Prospectus? means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information and any

prospectus supplement that omits final pricing terms that is filed with the Commission pursuant to Rule 424(b) under the Securities Act; and the term ?Prospectus? means the final prospectus and prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to ?amend?, ?amendment? or ?supplement? with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the ?Exchange Act?) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

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