WHITMAN CORP/NEW/
AMENDED & RESTATED SHAREHOLDER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2032366zex-10_1.txt
<DESCRIPTION>AMENDED & RESTATED SHAREHOLDER AGREEMENT
<TEXT>

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                                                                  EXHIBIT 10.1

                     AMENDED AND RESTATED SHAREHOLDER AGREEMENT

                                  BY AND BETWEEN

                               WHITMAN CORPORATION,
                             A DELAWARE CORPORATION,

                                       AND

                                  PEPSICO, INC.,
                          A NORTH CAROLINA CORPORATION


                         DATED AS OF NOVEMBER 30, 2000

<PAGE>

                               TABLE OF CONTENTS
                                                                           Page
                                                                           ----
                                   ARTICLE I
                             CERTAIN DEFINITIONS

Section 1.1. Certain Definitions...........................................  1

                                  ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations and Warranties of the Company ................  6
Section 2.2. Representations and Warranties of the Shareholder ............  7

                                 ARTICLE III
                         SHAREHOLDER AND COMPANY CONDUCT

Section 3.1. Acquisition of Voting Securities..............................  7
Section 3.2. Required Reduction of Ownership Percentage ...................  8
Section 3.3. Top-Up Rights................................................. 10
Section 3.4. Transfer...................................................... 10
Section 3.5. Charter and By-Laws........................................... 11
Section 3.6. Rights Agreement.............................................. 11
Section 3.7. Special Meetings Requested by the Shareholder; Nominations.... 11
Section 3.8. No Agreements................................................. 11
Section 3.9. Dakota Holdings............................................... 11

                                  ARTICLE IV
                              BOARD COMPOSITION
Section 4.1. Board Composition............................................. 12

                                  ARTICLE V
                        EFFECTIVENESS AND TERMINATION

Section 5.1. Effectiveness................................................. 12
Section 5.2. Termination................................................... 12
Section 5.3. Agreements Following Certain Acquisitions .................... 13

                                  ARTICLE VI
                                MISCELLANEOUS

Section 6.1. Injunctive Relief............................................. 13
Section 6.2. Successors and Assigns........................................ 14
Section 6.3. Amendments; Waiver..... ...................................... 14

                                    -i-

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                                                                          Page
                                                                          ----
Section 6.4.  Notices...................................................... 14
Section 6.5.  Applicable Law............................................... 15
Section 6.6.  Headings..................................................... 15
Section 6.7.  Integration.................................................. 15
Section 6.8.  Severability................................................. 15
Section 6.9.  Consent to Jurisdiction...................................... 16
Section 6.10. Counterparts................................................. 16

                                     -ii-

<PAGE>

         AMENDED AND RESTATED SHAREHOLDER AGREEMENT, dated as of November 30,
2000 (this "AGREEMENT"), by and between Whitman Corporation, a Delaware
corporation (the "COMPANY"), and PepsiCo, Inc., a North Carolina corporation
(the "SHAREHOLDER").

                             W I T N E S S E T H:

         WHEREAS, the Company and the Shareholder are parties to a
Shareholder Agreement, dated as of May 20, 1999 (the "ORIGINAL SHAREHOLDER
AGREEMENT");

         WHEREAS, the Company, Anchor Merger Sub, Inc., a Delaware
corporation ("MERGER SUB"), and PepsiAmericas, Inc., a Delaware corporation
("PAS"), have entered into an Agreement and Plan of Merger, dated as of
August 18, 2000 (the "MERGER AGREEMENT"), pursuant to which, among other
things, PAS will be merged with and into Merger Sub, with Merger Sub as the
surviving corporation, and in connection therewith, certain outstanding
shares of common stock of PAS will be converted into shares of common stock,
par value $0.01 per share (the "COMMON STOCK"), of the Company (the "MERGER");

         WHEREAS, the execution of this Agreement upon the consummation of
the Merger (the "CLOSING") is a covenant of the Company in the Merger
Agreement and a condition to the Company's obligations to close the
transactions contemplated by the Merger Agreement;

         WHEREAS, the Shareholder has entered into a voting agreement, dated
as of August 18, 2000, pursuant to which the Shareholder has agreed to vote
in favor of the Merger and the other transactions contemplated by the Merger
Agreement; and

         WHEREAS, in light of the transactions contemplated by the Merger
Agreement, the Company and the Shareholder desire to amend and restate in
this Agreement certain terms and conditions concerning the acquisition and
disposition of Voting Securities (as defined herein) of the Company by the
Shareholder, and related provisions concerning the Shareholder's relationship
with and investment in the Company immediately following the Closing.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         Section 1.1. CERTAIN DEFINITIONS. In addition to other terms defined
elsewhere in this Agreement, as used in this Agreement, the following terms
shall have the meanings ascribed to them below:

         "AFFILIATE" shall mean, with respect to any person, any other person
that directly or indirectly through one or more intermediaries controls or is
controlled by or is under common control with such person. For the purposes
of this definition, "control," when used with respect

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to any particular person, means the power to direct the management and
policies of such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "AFFILIATED TRANSACTION COMMITTEE" shall mean the Affiliated
Transaction Committee of the Board.

         "AGREEMENT" shall have the meaning assigned to such term in the
preamble.

         "BENEFICIAL OWNER" (and, with correlative meanings, "BENEFICIALLY
OWN" and "BENEFICIAL OWNERSHIP") of any interest means a Person who, together
with his or its Affiliates, is or may be deemed a beneficial owner of such
interest for purposes of Rule 13d-3 or 13d-5 under the Exchange Act, or who,
together with his or its Affiliates, has the right to become such a
beneficial owner of such interest (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding, or upon the exercise, conversion or exchange of
any warrant, right or other instrument, or otherwise; PROVIDED that a Person
shall not be deemed the Beneficial Owner of Voting Securities solely as a
result of having been granted a revocable proxy relating to such Voting
Securities in connection with any one special or annual meeting of
shareholders of the Company (including any postponements or adjournments
thereof), nor shall the procurement of such a proxy be deemed to give the
proxy holder "control" over any Person as to which such proxy holder does not
otherwise have control; and PROVIDED, FURTHER, that this definition shall be
subject to the last sentence of Section 3.9.

         "BOARD" shall mean the Board of Directors of the Company in office
at the applicable time, as elected in accordance with the By-Laws.

         "BUY-BACK EXCESS" shall have the meaning set forth in Section 3.2 of
this Agreement.

         "BUY-BACK OFFER" shall have the meaning set forth in Section 3.2 of
this Agreement.

         "BY-LAWS" shall mean the by-laws of the Company, as in effect
immediately following consummation of the Merger (including amendments
pursuant to the Merger Agreement), as they may be amended from time to time.

         "CHARTER" shall mean the Certificate of Incorporation of the
Company, as in effect immediately following consummation of the Merger, as it
may be amended from time to time.

          "CLOSING" shall have the meaning assigned in the third recital of
this Agreement.

          "COMBINED MAXIMUM OWNERSHIP PERCENTAGE" shall mean, calculated at a
particular point in time, a Total Ownership Percentage of 49.9%; PROVIDED
that in the event of a Permitted Acquisition (other than a Contingent Payment
Acquisition) which results in the Significant Shareholders' Total Ownership
Percentage exceeding 49.9%, so long as the Significant Shareholders' Total
Ownership Percentage exceeds 49.9% due to such Permitted

                                     -2-

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Acquisition, the Combined Maximum Ownership Percentage shall become the
Significant Shareholders' Total Ownership Percentage giving effect to such
Permitted Acquisition.

         "COMMISSION" shall mean the United States Securities and Exchange
Commission.

         "COMMON STOCK" shall have the meaning assigned in the first recital
of this Agreement.

         "COMPANY" shall have the meaning assigned in the preamble.

         "CONTINGENT PAYMENT ACQUISITION" shall mean any acquisition of
Voting Securities pursuant any Contingent Payment (as defined in the Merger
Agreement).

         "DAKOTA HOLDINGS" shall mean Dakota Holdings, LLC, a Delaware
limited liability company.

         "DAKOTA HOLDINGS AGREEMENT" shall have the meaning set forth in
Section 3.9 of this Agreement.

          "DIRECTOR" shall mean any member of the Board of Directors of the
Company in office at the applicable time, as elected in accordance with the
provisions of the By-Laws.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "FAMILY" shall mean, with respect to any natural person, (i) any
child, stepchild, parent, stepparent, spouse or sibling, and (ii) any
grandchild, grandparent, uncle, aunt, first cousin, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law
who Beneficially Owns greater than 1% of the Voting Power or who has entered
into an agreement or commitment with said natural person with respect to the
Voting Securities, and shall in each case include adoptive relationships.

          "INDEPENDENT DIRECTOR" shall mean any person who is both (i)
independent of and otherwise unaffiliated with any member of the Shareholder
Group or the Pohlad Group, and who is not a director, officer, employee,
consultant or advisor (financial, legal or other) of any member of the
Shareholder Group or the Pohlad Group and has not served in any such capacity
in the previous two (2) years and (ii) not an officer or employee, consultant
or advisor (financial, legal or other) of the Company and has not served in
any such capacity in the previous two (2) years.

         "MAXIMUM OWNERSHIP PERCENTAGE" shall mean, calculated at a
particular point in time, a Total Ownership Percentage of 49.0%; PROVIDED
that in the event of a Permitted Acquisition (other than a Contingent Payment
Acquisition) which results in the Shareholder Group's Total Ownership
Percentage exceeding 49.0%, so long as the Shareholder Group's Total
Ownership Percentage exceeds 49.0% due to such Permitted Acquisition, the
Maximum Ownership Percentage shall become the Shareholder Group's Total
Ownership Percentage giving effect to such Permitted Acquisition.

                                    -3-

<PAGE>

         "MERGER" shall have the meaning set forth in the second recital of
this Agreement.

         "MERGER AGREEMENT" shall have the meaning set forth in the second
recital of this Agreement.

         "MINIMUM PRICE" shall mean the highest average of per share closing
prices on the NYSE Composite Tape of the Voting Securities (or, if the Voting
Securities are not quoted on the NYSE Composite Tape, on the principal United
States securities exchange registered under the Exchange Act on which such
Voting Securities are listed, or, if such Voting Securities are not listed on
any such exchange, the closing sale price or bid quotation with respect to
such Voting Securities on the National Association of Securities Dealers,
Inc. Automated Quotations System or any system then in use; PROVIDED,
HOWEVER, if no such quotations are available with respect to such Voting
Securities, the price of such Voting Securities shall be the public market
trading value as determined by an investment banker of nationally recognized
reputation selected by the Independent Directors) over any 20 consecutive
trading day period during the 18 month period preceding the date of the first
public announcement of a Shareholder Offer.

         "NYSE" shall mean the New York Stock Exchange, Inc.

         "PERMITTED ACQUISITION" shall mean the acquisition of Voting
Securities pursuant to (1) a transaction or series of transactions that would
not result, individually or in the aggregate, in any member of the
Shareholder Group, singly or as part of a partnership, limited partnership,
syndicate or other 13D Group, directly or indirectly, acquiring, proposing to
acquire, or publicly announcing or otherwise disclosing an intention to
propose to acquire, or offering or agreeing to acquire, by purchase or
otherwise, Beneficial Ownership of any Security so as to cause either (x) the
Shareholder Group's Total Ownership Percentage to exceed the Maximum
Ownership Percentage or (y) the Significant Shareholders' Total Ownership
Percentage to exceed the Combined Maximum Ownership Percentage, (2) a
Shareholder Offer at a price which is not less than the Minimum Price, (3) a
merger or other business combination approved by a majority of the Voting
Power attributable to Voting Securities not Beneficially Owned by the
Shareholder Group, (4) a transaction approved by a majority of the
Independent Directors, or (5) any acquisition of Voting Securities by the
Pohlad Group approved by the Affiliated Transaction Committee (or, if such
Committee shall not be in existence, by a committee of the Board composed
entirely of Independent Directors). For purposes of this definition, the
value of any securities offered in exchange for Voting Securities pursuant to
a Shareholder Offer shall be the average of closing prices on the NYSE
Composite Tape of such securities (or, if such securities are not quoted on
the NYSE Composite Tape, on the principal United States securities exchange
registered under the Exchange Act on which such securities are listed, or, if
such securities are not listed on any such exchange, the closing sale price
or bid quotation with respect to such security on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in
use; PROVIDED, HOWEVER, if no such quotations are available with respect to
such securities, the price of such securities shall be the public market
trading value as determined by an investment banker of nationally recognized
reputation selected by the Independent Directors) over the five consecutive
trading day period preceding the date of the first public announcement of
such Shareholder Offer.

                                     -4-

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         "PERMITTED SIGNIFICANT TRANSFEREE" shall have the meaning set forth
in Section 3.4 of this Agreement.

         "PERSON" shall mean any individual, partnership, joint venture,
corporation, trust, unincorporated organization, government or department or
agency of a government.

         "POHLAD COMPANIES" shall mean Pohlad Companies, a Minnesota
corporation.

         "POHLAD GROUP" shall mean Robert Pohlad, any Affiliate of Robert
Pohlad (other than the Company or its subsidiaries), any member of Robert
Pohlad's Family, and any Person with whom Robert Pohlad, any Affilate of
Robert Pohlad or any member of Robert Pohlad's Family is part of a 13D Group.

          "POHLAD SHAREHOLDER AGREEMENT" shall mean the Shareholder
Agreement, dated as of November 30, 2000, by and between the Company, Dakota
Holdings, the Pohlad Companies and Robert Pohlad.

         "REPURCHASE" shall have the meaning set forth in Section 3.2 of this
Agreement.

         "RIGHTS AGREEMENT" shall mean the Shareholder Rights Agreement,
dated as of May 20, 1999, as amended.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SHAREHOLDER" shall have the meaning assigned in the preamble.

         "SHAREHOLDER AFFILIATE" shall mean any Affiliate of the Shareholder
(other than the Company or its subsidiaries).

         "SHAREHOLDER GROUP" shall mean the Shareholder, any Shareholder
Affiliate, any Permitted Significant Transferee and any Person with whom the
Shareholder, any Shareholder Affiliate or any Permitted Significant
Transferee is part of a 13D Group in respect of Voting Securities, but shall
exclude any member of the Pohlad Group.

         "SHAREHOLDER OFFER" shall mean (i) a tender offer or exchange offer
by any member of the Shareholder Group for all Voting Securities not
Beneficially Owned by the Shareholder Group or (ii) a merger or other
business combination pursuant to which all Voting Securities not Beneficially
Owned by the Shareholder Group are proposed to be exchanged or converted.

         "SIGNIFICANT SHAREHOLDERS" shall mean, collectively, the Shareholder
Group and the Pohlad Group.

         "SIGNIFICANT TRANSFEREE" shall mean a transferee which would have a
Total Ownership Percentage of greater than 20% after giving effect to any
proposed Transfer.

         "13D GROUP" shall mean any group of Persons acquiring, holding,
voting or disposing of any Voting Security which would be required under
Section 13(d) of the Exchange

                                       -5-

<PAGE>

Act and the rules and regulations thereunder to file a statement on Schedule
13D with the Commission as a "person" within the meaning of Section 13(d)(3)
of the Exchange Act; PROVIDED that a Person shall not be deemed to be part of
a 13D Group with another Person solely as a result of having been granted a
revocable proxy relating to such Person's Voting Securities in connection
with any one special or annual meeting of shareholders of the Company
(including any postponements or adjournments thereof); PROVIDED, FURTHER,
that the members of the Shareholder Group shall not be deemed to be part of a
13D Group with any member of the Pohlad Group solely due to ownership of
interests in Dakota Holdings so long as all members of the Shareholder Group
are in compliance with the proviso in the first sentence of Section 3.9.

         "TOTAL OWNERSHIP PERCENTAGE" shall mean, calculated at a particular
point in time, the Voting Power represented by the Voting Securities
Beneficially Owned by the Person (or Persons) whose Total Ownership
Percentage is being determined.

         "TOTAL VOTING POWER" shall mean, calculated at a particular point in
time, the aggregate Votes represented by all then outstanding Voting
Securities.

         "TRADING DAY", with respect to a Voting Security, shall mean a day
on which the principal national securities exchange on which such Voting
Security is listed or admitted to trading is open for the transaction of
business or, if such security is not listed or admitted to trading on any
national securities exchange, any day other than a Saturday, Sunday or a day
on which banking institutions in the City of New York are authorized or
obligated to close.

         "TRANSFER" shall mean any sale, transfer, pledge, encumbrance or
other disposition to any Person, and to "TRANSFER" shall mean to sell,
transfer, pledge, encumber or otherwise dispose of to any Person.

         "VOTES" shall mean votes entitled to be cast generally in the
election of Directors, assuming the conversion of any securities then
convertible into Common Stock or shares of any other class of capital stock
of the Company then entitled to vote generally in the election of Directors.

         "VOTING POWER" shall mean, calculated at a particular point in time,
the ratio, expressed as a percentage, of (a) the Votes represented by the
Voting Securities with respect to which the Voting Power is being determined
to (b) Total Voting Power.

         "VOTING SECURITIES" shall mean the Common Stock and shares of any
other class of capital stock of the Company then entitled to vote generally
in the election of Directors and any securities then convertible into Common
Stock or shares of any other class of capital stock of the Company then
entitled to vote generally in the election of Directors.

                                  ARTICLE II

                        REPRESENTATIONS AND WARRANTIES

         Section 2.1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents and warrants to the Shareholder as of the date hereof as
follows:

                                     -6-

<PAGE>

         (a) The Company has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of the State of Delaware
     and has all necessary corporate power and authority to enter into this
     Agreement and to carry out its obligations hereunder.

         (b) This Agreement has been duly and validly authorized by the Company
     and all necessary and appropriate action has been taken by the Company to
     execute and deliver this Agreement and to perform its obligations
     hereunder.

         (c) This Agreement has been duly executed and delivered by the Company
     and assuming due authorization and valid execution and delivery by the
     Shareholder, this Agreement is a valid and binding obligation of the
     Company, enforceable against it in accordance with its terms.

         Section 2.2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. The
Shareholder represents and warrants to the Company as of the date hereof as
follows:

         (a) The Shareholder has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of the State of North
     Carolina and has all necessary corporate power and authority to enter into
     this Agreement and to carry out its obligations hereunder.

         (b) This Agreement has been duly and validly authorized by the
     Shareholder and all necessary and appropriate action has been taken by the
     Shareholder to execute and deliver this Agreement and to perform its
     obligations hereunder.

         (c) This Agreement has been duly executed and delivered by the
     Shareholder and assuming due authorization and valid execution and delivery
     by the Company, this Agreement is a valid and binding obligation of the
     Shareholder, enforceable against it in accordance with its terms.

                                  ARTICLE III

                         SHAREHOLDER AND COMPANY CONDUCT

         Section 3.1. ACQUISITION OF VOTING SECURITIES. Subject to the
provisions of this Agreement, during the term of this Agreement, the
Shareholder agrees with the Company that, without the prior approval of a
majority of the Independent Directors, the Shareholder will not, and will
cause each member of the Shareholder Group not to, take any of the following
actions:

         (a) singly or as part of a partnership, limited partnership, syndicate
     or other 13D Group, directly or indirectly, acquire, propose to acquire,
     or publicly announce or otherwise disclose an intention to propose to
     acquire, or offer or agree to acquire, by purchase or otherwise,
     Beneficial Ownership of any Voting Security so as to cause either (x) the
     Shareholder Group's Total Ownership Percentage to exceed the Maximum
     Ownership Percentage or (y) to the best of the Shareholder's knowledge, the
     Significant

                                     -7-

<PAGE>

     Shareholders' Total Ownership Percentage to exceed the Combined Maximum
     Ownership Percentage, other than pursuant to a Permitted Acquisition;

         (b) form, join or in any way participate in a 13D Group with respect to
     any Voting Securities of the Company or any securities of its subsidiaries
     if such 13D Group's Total Ownership Percentage would exceed the Maximum
     Ownership Percentage;

         (c) initiate (including by means of proposing or publicly announcing or
     otherwise disclosing an intention to propose, solicit, offer, seek to
     effect or negotiate) a merger, acquisition or other business combination
     transaction relating to the Company (other than a merger, acquisition or
     business combination of a third party (not a member of the Shareholder
     Group) with the Company) which would not be, if consummated, a Permitted
     Acquisition.

     The Shareholder Group shall not be prohibited by the terms of this
Agreement from taking any action or exercising any right which is not
inconsistent with the terms of this Agreement, including soliciting or
obtaining the revocable proxy of any other shareholder of the Company with
respect to the election of directors or any other matter, seeking the
election of new directors, calling special meetings of shareholders of the
Company, making shareholder proposals, engaging in discussions with the Board
or the management of the Company or otherwise voting its Voting Securities in
any manner in which any member of the Shareholder Group shall determine in
its sole discretion. In addition, this section shall not be deemed to
restrict Directors affiliated with the Shareholder from participating as
Board members in the direction of the Company.

         Section 3.2. REQUIRED REDUCTION OF OWNERSHIP PERCENTAGE. (a) If at
any time the Shareholder becomes aware that the Shareholder Group's Total
Ownership Percentage exceeds the Maximum Ownership Percentage, other than as
permitted pursuant to the terms of this Agreement, then the Shareholder
shall, or shall cause the Shareholder Group to, consistent with the
provisions of this Agreement, promptly (in any event, prior to the earliest
to occur of (i) the record date for the next annual or special meeting of
shareholders of the Company, (ii) the record date for the taking of any
action of shareholders of the Company by written consent or (iii) the
purchase of any additional Voting Securities by any member of the Shareholder
Group) take all action necessary to reduce the amount of Voting Securities
Beneficially Owned by the Shareholder Group such that the Shareholder Group's
Total Ownership Percentage is not greater than the Maximum Ownership
Percentage.

         (b) If at any time the Shareholder becomes aware that the
Significant Shareholders' Total Ownership Percentage exceeds the Combined
Maximum Ownership Percentage as a result of a reduction in the number of
Voting Securities outstanding (including, without limitation, as a result of
a purchase of Common Stock by the Company) (such excess, the "BUY-BACK
EXCESS"), then the Shareholder shall, or shall cause the Shareholder Group
to, consistent with the provisions of this Agreement, promptly (in any event,
prior to the earliest to occur of (x) the record date for the next annual or
special meeting of shareholders of the Company, (y) the record date for the
taking of any action of shareholders of the Company by written consent or (z)
the purchase of any additional Voting Securities by any member of the

                                     -8-

<PAGE>

Shareholder Group) take all action necessary to reduce the amount of Voting
Securities Beneficially Owned by the Shareholder Group by the amount of such
Buy-Back Excess in the following manner and order:

              (i) First, by Transferring to a Person other than the Significant
          Shareholders the amount, if any, of Voting Securities received by the
          Shareholder Group as an Aggregate Contingent Payment (as defined in
          the Merger Agreement), to the extent not previously Transferred
          pursuant to this Section;

              (ii) Second, by Transferring to a Person other than the
          Significant Shareholders the pro rata amount (based on the relative
          amounts of Voting Securities purchased by each of the Shareholder
          Group and the Pohlad Group since August 18, 2000) of Voting
          Securities, if any, purchased by the Shareholder Group since
          August 18, 2000;

              (iii) Third, by Transferring to a Person other than the
          Significant Shareholders the pro rata amount of any remaining Buy-Back
          Excess (based on the relative Total Ownership Percentages, after
          giving effect to (i) and (ii) above, of the Shareholder Group and
          the Pohlad Group immediately prior to the time when the Combined
          Maximum Ownership Percentage was exceeded).

               (iv) Fourth, notwithstanding the foregoing, the maximum number
          of Voting Securities that the Shareholder Group shall be required to
          Transfer pursuant to (ii) and (iii) above shall not exceed the amount
          that would be required to be Transferred if the Pohlad Group made its
          corresponding pro rata Transfers consistent with (ii) and (iii) above.

          (c) If at any time the Shareholder becomes aware that the
Significant Shareholders' Total Ownership Percentage exceeds the Combined
Maximum Ownership Percentage, other than as a result of a reduction in the
total number of Voting Securities (which situation shall be governed by
paragraph (b) above) or as permitted pursuant to the terms of this Agreement,
then the Shareholder shall, or shall cause the Shareholder Group to,
consistent with the provisions of this Agreement, promptly (in any event,
prior to the earliest to occur of (i) the record date for the next annual or
special meeting of shareholders of the Company, (ii) the record date for the
taking of any action of shareholders of the Company by written consent or
(iii) the purchase of any additional Voting Securities by any member of the
Shareholder Group) take all action necessary to reduce the amount of Voting
Securities Beneficially Owned by the Shareholder Group such that the
Significant Shareholders' Total Ownership Percentage is not greater than the
Combined Maximum Ownership Percentage; PROVIDED that if the Shareholder
becomes aware that the Significant Shareholders' Total Ownership Percentage
exceeds the Combined Maximum Ownership Percentage due to an acquisition by a
member of the Pohlad Group of Voting Securities or the addition to the Pohlad
Group of a new Affiliate that Beneficially Owns Voting Securities, the
Shareholder shall promptly inform the Company of such fact but shall not be
required to reduce the amount of Voting Securities Beneficially Owned by the
Shareholder Group due to such event so long as the Shareholder Group is in
compliance with the other provisions of this Agreement.

                                     -9-

<PAGE>

         (d) During the term of this Agreement, if the Company purchases
shares of Common Stock from the public, whether by tender offer, open market
purchase or otherwise (a "REPURCHASE"), the Company shall contemporaneously
with the Repurchase offer to purchase from each of the Significant
Shareholders, on the same terms and conditions, including price, as in the
Repurchase, a percentage of those shares of Common Stock Beneficially Owned
by each of the Significant Shareholders equal to the percentage of shares of
Common Stock to be Repurchased from the Beneficial Owners of shares of Common
Stock other than the Significant Shareholders (the "BUY-BACK OFFER"). The
Company shall provide notice to the Shareholder of its intention to engage in
a Repurchase and of the mechanism by which the Repurchase shall occur not
less than thirty (30) days in advance of the date on which the Repurchase is
to be consummated, and the Shareholder shall provide notice to the Company
within ten (10) days of receipt of such notice of whether the Shareholder
Group intends to accept the Buy-Back Offer.

         Section 3.3. TOP-UP RIGHTS. During the term of this Agreement, if
the Shareholder Group's Total Ownership Percentage is below the Maximum
Ownership Percentage and the Significant Shareholders' Total Ownership
Percentage is below the Combined Maximum Ownership Percentage, the
Shareholder Group may at its option purchase Voting Securities from time to
time in the open market or otherwise in an amount not in excess of the amount
that would cause either (x) the Shareholder Group's Total Ownership
Percentage to exceed the Maximum Ownership Percentage or (y) the Significant
Shareholders' Total Ownership Percentage to exceed the Combined Maximum
Ownership Percentage.

         Section 3.4. TRANSFER. Except for any requirements of the Securities
Act applicable to such Transfer, each of the members of the Shareholder Group
may Transfer any of the Voting Securities Beneficially Owned by such member
of the Shareholder Group to any transferee which is not a Significant
Transferee without restriction, and may effect such a Transfer to a
Significant Transferee with the prior written consent of a majority of the
Independent Directors; PROVIDED, HOWEVER, that each of such members of the
Shareholder Group may Transfer any of such Voting Securities to any
Significant Transferee without restriction (other than as contemplated in the
last sentence of this Section 3.4) or obtaining such consent if, at the time
of such Transfer, the Shareholder Group Beneficially Owns at least 20% of the
outstanding voting securities of such Significant Transferee and no other
Person Beneficially Owns a greater percentage of the outstanding voting
securities of such Significant Transferee than the percentage owned by the
Shareholder Group (a "PERMITTED SIGNIFICANT TRANSFEREE"). The Shareholder
Group shall obtain the prior written consent of a majority of the Independent
Directors to any Transfer by the Shareholder Group of any voting securities
of a Permitted Significant Transferee if, at the time of such Transfer, such
Permitted Significant Transferee has a Total Ownership Percentage of greater
than 20% and such Transfer would result in (x) the Shareholder Group
Beneficially Owning less than 20% of the outstanding voting securities of
such Permitted Significant Transferee or (y) any other Person Beneficially
Owning a greater percentage of the outstanding voting securities of such
Permitted Significant Transferee than the percentage Beneficially Owned by
the Shareholder Group after giving effect to such Transfer. Notwithstanding
the foregoing provisions of this Section 3.4, none of the restrictions of
this Section 3.4 shall apply to (i) a Transfer by any member of the
Shareholder Group of any of the Voting Securities in a public offering
pursuant to which reasonable efforts are made to achieve a wide distribution
of such Voting Securities, (ii) a liquidation of Dakota Holdings or other
distribution of its assets to its members in proportion to their capital
accounts or (iii) a Transfer


                                       -10-

<PAGE>

of Voting Securities among members of the Shareholder Group, PROVIDED that
any such transferee shall agree with the Company in writing prior to each
such Transfer to be bound by the terms of this Agreement with respect to its
Beneficial Ownership of Voting Securities.

         Section 3.5. CHARTER AND BY-LAWS. During the term of this Agreement
the Company shall not, and the Shareholder Group shall not, and shall not
facilitate any effort to, amend, alter or repeal, or propose the amendment,
alteration or repeal of, any provision of the Charter or the By-Laws in any
manner which is inconsistent with the terms of this Agreement. If at any time
during the term of this Agreement the provisions of this Agreement shall
conflict with the provisions of the Charter or the By-Laws, the parties shall
use all reasonable efforts, consistent with their fiduciary responsibilities,
to cause the provisions of the Charter and the By-Laws to be brought into
conformity with the provisions of this Agreement.

         Section 3.6. RIGHTS AGREEMENT. During the term of this Agreement,
the Company hereby agrees not to (i) amend any provision of the Rights
Agreement in any manner which is inconsistent with the terms of this
Agreement or the Merger Agreement and which adversely affects the rights of
the Shareholder Group under the terms of this Agreement or (ii) adopt any new
rights agreement which is inconsistent with the terms of this Agreement or
the Merger Agreement and which adversely affects the rights of the
Shareholder Group under the terms of this Agreement.

         Section 3.7. SPECIAL MEETINGS REQUESTED BY THE SHAREHOLDER;
NOMINATIONS. In the event that during the term of this Agreement the
Shareholder Group requests a special meeting of the stockholders of the
Company in accordance with the By-Laws, or the Shareholder Group nominates an
alternative slate of directors to the slate proposed by the Board at any
annual meeting of stockholders of the Company in accordance with the By-Laws,
the Company hereby agrees that the Company shall not, without the
Shareholder's consent, from the date of receipt of such request for a special
meeting or the date of receipt of such nomination, as the case may be, until
the adjournment of the requested special meeting or the annual meeting, as
the case may be, (i) take any action effecting a material change in its
capital structure, (ii) declare or pay a dividend (other than any regular
quarterly dividend), (iii) materially increase the compensation of any
executive officer or (iv) take any material action not in the ordinary course
of business; PROVIDED that this provision shall not restrict the ability of
the Company to comply with commitments entered into prior to the date of such
request.

         Section 3.8. NO AGREEMENTS. During the term of this Agreement,
except as specifically contemplated in Section 3.9, no member of the
Shareholder Group shall, directly or indirectly, enter into any agreement or
commitment with any member of the Pohlad Group with respect to the holding,
voting, acquisition or disposition of Voting Securities.

        Section 3.9. DAKOTA HOLDINGS. Notwithstanding the provisions of
Section 3.8, members of the Shareholder Group and members of the Pohlad Group
may be parties to the Amended and Restated Limited Liability Company
Agreement of Dakota Holdings, LLC, attached as Annex A to this Agreement (the
"DAKOTA HOLDINGS AGREEMENT"), and hold interests in Dakota Holdings pursuant
to the Dakota Holdings Agreement, PROVIDED that (i) the Dakota Holdings
Agreement expressly provides that (x) the members of the Shareholder Group
who are parties to the Dakota Holdings Agreement ultimately have sole power
with respect to the voting


                                       -11-

<PAGE>

of that percentage of the Voting Securities owned by Dakota Holdings equal to
the Class A Percentage Interest (as defined in the Dakota Holdings Agreement)
(the "CLASS A PERCENTAGE") of the Shareholder Group members, and with respect
to the voting of such Voting Securities members of the Pohlad Group shall
have no power, influence or discretion which is not subject to the ultimate
power of the Shareholder Group to direct the voting, and (y) the members of
the Pohlad Group who are parties to the Dakota Holdings Agreement have sole
power with respect to the voting of their Class A Percentage of the Voting
Securities owned by Dakota Holdings, and with respect to the voting of such
Voting Securities members of the Shareholder Group shall have no power,
influence or discretion; and (ii) Dakota Holdings shall not take any action
to acquire, directly or indirectly, Beneficial Ownership of any additional
Voting Securities (excluding any Voting Securities acquired pursuant to the
transactions contemplated by the Merger Agreement (including any Contingent
Payment Acquisitions) and excluding Voting Securities acquired through stock
dividends on then-owned Voting Securities and excluding the acquisition of
Voting Securities pursuant to the right of Dakota Holdings to acquire Common
Stock with a value of $25 million from the PepsiCo Group, in connection with
the Merger). So long as the proviso in the preceding sentence is complied
with, for purposes of calculating the Shareholder Group's Total Ownership
Percentage, those Voting Securities over which a member of the Pohlad Group
has the sole powers described in clause (y) of clause (i) in proviso in the
preceding sentence shall not be considered Beneficially Owned by the
Shareholder Group and a transfer of interests in Dakota Holdings from a
member of the Pohlad Group to a member of the Shareholder Group shall be
permitted with the consent of the Affiliated Transaction Committee (or, if
such Committee shall not be in existence, by a committee of the Board
composed entirely of Independent Directors), which consent shall not be
unreasonably withheld.

                                 ARTICLE IV

                              BOARD COMPOSITION

         Section 4.1. BOARD COMPOSITION. As of the Effective Time (as defined
in the Merger Agreement) of the Merger, the Board shall consist of the
current directors of the Company and Robert Pohlad.

                                  ARTICLE V

                        EFFECTIVENESS AND TERMINATION

         Section 5.1. EFFECTIVENESS. This Agreement shall take effect
immediately upon the Closing and shall remain in effect until it is
terminated pursuant to Section 5.2 hereof.

          Section 5.2. TERMINATION. This Agreement shall terminate upon the
earliest to occur of the following:

         (a) The Shareholder Group's Total Ownership Percentage falling below
     15% at any time.

         (b) Subject to the provisions of Section 5.3, the consummation of a
    Permitted Acquisition pursuant to which the Shareholder Group becomes the
     Beneficial Owner of

                                      -12-

<PAGE>

     not less than that percentage of the Voting Power attributable to all
     Voting Securities of the Company equal to 75% less the Pohlad Group's
     Voting Power;

         (c) Two (2) years from the first date on which the following two
     conditions are met: (i) the Shareholder Group has become the Beneficial
     Owner of a percentage of the Voting Power attributable to all Voting
     Securities of the Company which is greater than (x) 55% less the Pohlad
     Group's Voting Power, but less than (y) 75% less the Pohlad Group's Voting
     Power, and (ii) the Shareholder Group has consummated a Shareholder Offer
     at a price which is not less than the Minimum Price pursuant to which at
     least 10% of the Voting Power attributable to Voting Securities not
     Beneficially Owned by the Significant Shareholders prior to such
     Shareholder Offer were acquired by the Shareholder Group.

         (d) Mutual written agreement of the Company and the Shareholder at any
     time to terminate this Agreement, which termination shall occur at a time
     to be fixed in such mutual agreement.

          Section 5.3. AGREEMENTS FOLLOWING CERTAIN ACQUISITIONS. Following
the consummation of a Permitted Acquisition pursuant to which the Shareholder
Group becomes the Beneficial Owner of not less than that percentage of the
Voting Power attributable to all Voting Securities of the Company equal to
75% less the Pohlad Group's Voting Power, the Company agrees that for a
period of 90 days after such Permitted Acquisition it shall not, without the
Shareholder's consent, take any action or enter into any agreement which (i)
restricts the acquisition by the Shareholder Group of any Voting Securities,
notwithstanding that such acquisition is not a Permitted Acquisition, (ii)
restricts in any manner the transfer of any such Voting Securities by the
Shareholder Group, (iii) restricts any right of the Shareholder Group
specifically preserved under Section 3.1, (iv) otherwise restricts in any
manner the ability of any member of the Shareholder Group to take any action
with respect to Voting Securities, including, in the case of clauses (i)
through (iv), amending the Rights Agreement to provide for any such
restriction, (v) effects a material change in the capital structure, (vi)
declares or pays a dividend (other than any regular quarterly dividend),
(vii) materially increases the compensation of any executive officer or
(viii) is a material action not in the ordinary course of business; PROVIDED
that this provision shall not restrict the ability of the Company to comply
with commitments entered into prior to the date of such Permitted
Acquisition.

                                 ARTICLE VI

                               MISCELLANEOUS

          Section 6.1. INJUNCTIVE RELIEF. Each party hereto acknowledges that
it would be impossible to determine the amount of damages that would result
from any breach of any of the provisions of this Agreement and that the
remedy at law for any breach, or threatened breach, of any of such provisions
would likely be inadequate and, accordingly, agrees that each other party
shall, in addition to any other rights or remedies which it may have, be
entitled to seek such equitable and injunctive relief as may be available
from any court of competent jurisdiction to compel specific performance of,
or restrain any party from violating, any of such provisions. In connection
with any action or proceeding for injunctive relief, each party hereto hereby
waives

                                    -13-

<PAGE>

the claim or defense that a remedy at law alone is adequate and agrees, to
the maximum extent permitted by law, to have each provision of this Agreement
specifically enforced against him or it, without the necessity of posting
bond or other security against him or it, and consents to the entry of
injunctive relief against him or it enjoining or restraining any breach or
threatened breach of such provisions of this Agreement.

          Section 6.2. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon, shall inure to the benefit of and shall be enforceable by the
Company and by the Shareholder and their respective successors and permitted
assigns, and no such term or provision is for the benefit of, or intended to
create any obligations to, any other Person.

          Section 6.3. AMENDMENTS; WAIVER. (a) This Agreement may be amended
only by an agreement in writing executed by the parties hereto. Any approval
of an amendment of this Agreement upon the part of the Company shall require
the approval of a majority of the Independent Directors at a duly convened
meeting thereof.

          (b) Either party may waive in whole or in part any benefit or right
provided to it under this Agreement, such waiver being effective only if
contained in a writing executed by the waiving party. No failure by any party
to insist upon the strict performance of any covenant, duty, agreement or
condition of this Agreement or to exercise any right or remedy consequent
upon breach thereof shall constitute a waiver of any such breach or of any
other covenant, duty, agreement or condition, nor shall any delay or omission
of either party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter. Any waiver of any
benefit or right provided to the Company under this Agreement shall require
the approval of a majority of the Board and a majority of the Independent
Directors at a duly convened meeting thereof.

          Section 6.4. NOTICES. Except as otherwise provided in this
Agreement, all notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, when delivered personally or by courier,
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested), or when received by facsimile
transmission if promptly confirmed by one of the foregoing means, as follows:

          If to the Shareholder:

             PepsiCo, Inc.
             700 Anderson Hill Road
             Purchase, NY 10577
             Attention: General Counsel
             Fax: (914) 253-3667

                                      -14-

<PAGE>

         with a copy to:

             Cravath, Swaine & Moore
             Worldwide Plaza
             825 Eighth Avenue
             New York, NY 10019
             Attention: Robert Townsend
             Fax: (212) 765-1047

         If to the Company:

             Whitman Corporation
             3501 Algonquin Road
             Rolling Meadows, Illinois 60008
             Attention: General Counsel
             Fax: (847) 818-5047

         with a copy to:

             Wachtell, Lipton, Rosen & Katz
             51 West 52nd Street
             New York, NY 10019
             Attention: Seth A. Kaplan
             Fax: (212) 403-2223

or to such other address or facsimile number as either party may, from time
to time, designate in a written notice given in a like manner.

          Section 6.5. APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware
without giving effect to principles of conflicts of law.

         Section 6.6. HEADINGS. The descriptive headings of the several
sections in this Agreement are for convenience only and do not constitute a
part of this Agreement and shall not be deemed to limit or affect in any way
the meaning or interpretation of this Agreement.

         Section 6.7. INTEGRATION. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. There are no
restrictions, agreements, promises, representations, warranties, covenants or
undertakings with respect to its subject matter other than those expressly
set forth or referred to herein.

         Section 6.8. SEVERABILITY. If any term or provision of this
Agreement or any application thereof shall be declared or held invalid,
illegal or unenforceable, in whole or in part, whether generally or in any
particular jurisdiction, such provision shall be deemed amended to the
extent, but only to the extent, necessary to cure such invalidity, illegality
or unenforceability,

                                    -15-

<PAGE>

and the validity, legality and enforceability of the remaining provisions,
both generally and in every other jurisdiction, shall not in any way be
affected or impaired thereby.

         Section 6.9. CONSENT TO JURISDICTION. In connection with any suit,
claim, action or proceeding arising out of this Agreement, the Shareholder
and the Company each hereby consent to the in personam jurisdiction of the
United States federal courts and state courts located in the State of
Delaware; the Shareholder and the Company each agree that service in the
manner set forth in Section 6.4 hereof shall be valid and sufficient for all
purposes; and the Shareholder and the Company each agree to, and irrevocably
waive any objection based on forum non conveniens or venue not to, appear in
any United States federal court or state court located in the State of
Delaware.

         Section 6.10. COUNTERPARTS. This Agreement may be executed by the
parties hereto in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

                                   -16-

<PAGE>

         IN WITNESS WHEREOF, the Company and the Shareholder have caused this
Agreement to be duly executed by their respective authorized officers as of
the date set forth at the head of this Agreement.

                                     WHITMAN CORPORATION


                                     By: /s/ Steven R. Andrews
                                        -----------------------------
                                        Name:  Steven R. Andrews
                                        Title: Sr. V.P.


                                     PEPSICO, INC. (on behalf of itself and all
                                     members of the Shareholder Group)

                                     By: /s/ W. Timothy Heaviside
                                        ---------------------------------
                                        Name:  W. Timothy Heaviside
                                        Title:


                                     -17-
</TEXT>
</DOCUMENT>
