1
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Pamela C. McGuire and Steven M. Rapp, signing singly, the
undersigned's true and lawful attorney-in-fact to execute and file on behalf of
the undersigned in the undersigned's capacity as a Director and /or Executive
Officer of The Pepsi Bottling Group, Inc. ("PBG") all necessary and/or required
applications, reports, registrations, information, documents and instruments
filed or required to be filed by PBG with the Securities and Exchange Commission
("SEC"), any stock exchanges or any governmental official or agency, including
without limitation:
1) execute and file any amendment or supplement to PBG's Annual
Report on Form 10-K for the year ended December 30, 2000, with all
exhibits thereto and other documents in connection therewith (the
"Form 10-K");
2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form 10-K and timely file the Form 10-K;
3) execute and file Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;
4) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely file such form;
5) execute and file Form 144 in accordance with Rule 144 of the
Securities Act of 1933 and the rules thereunder;
6) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 144 and timely file such form;
7) execute and file Registration Statements on Form S-8 under the
Securities Act of 1933;
8) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Registration Statements on Form S-8 and timely
file such registration statement; and
9) take any other action of any type whatsoever in connection with
the foregoing, which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. Each of the attorneys-in-fact named herein
shall have the power to act hereunder with or without the other. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is PBG assuming, any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
2
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
January 29, 2001.
The Pepsi Bottling Group, Inc.
By: /s/ Pamela C. McGuire
----------------------------------------------
Pamela C. McGuire
Senior Vice President, General Counsel and
Secretary
SIGNATURE TITLE DATE
/s/ Craig E. Weatherup Chairman of the Board and January 19, 2001
- ----------------------
Craig E. Weatherup Chief Executive Officer
/s/ John T. Cahill President, Chief Operating January 21, 2001
- ------------------
John T. Cahill Officer and Director
/s/ Lionel L. Nowell, III Executive Vice President and January 29, 2001
- ------------------------- Chief Financial Officer
Lionel L. Nowell, III (Principal Financial Officer)
/s/ Andrea L. Forster Vice President and January 29, 2001
- --------------------- Controller (Principal
Andrea L. Forster Accounting Officer)
/s/ Linda G. Alvarado Director January 27, 2001
- ---------------------
Linda G. Alvarado
/s/ Barry H. Beracha Director January 23, 2001
- --------------------
Barry H. Beracha
/s/ Thomas W. Jones Director January 23, 2001
- --------------------
Thomas W. Jones
/s/ Thomas H. Kean Director January 21, 2001
- ------------------
Thomas H. Kean
/s/ Susan D. Kronick Director January 23, 2001
- --------------------
Susan D. Kronick
/s/ Margaret D. Moore Director January 30, 2001
- ---------------------
Margaret D. Moore
/s/ Robert F. Sharpe, Jr. Director January 23, 2001
- -------------------------
Robert F. Sharpe, Jr.