<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Herbert M. Baum
----------------------------------
Herbert M. Baum
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Richard G. Cline
----------------------------------
Richard G. Cline
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Bruce S. Chelberg
----------------------------------
Bruce S. Chelberg
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Pierre S. du Pont
----------------------------------
Pierre S. du Pont
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Archie R. Dykes
----------------------------------
Archie R. Dykes
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Charles W. Gaillard
----------------------------------
Charles W. Gaillard
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Jarobin Gilbert Jr.
----------------------------------
Jarobin Gilbert Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Victoria B. Jackson
----------------------------------
Victoria B. Jackson
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Robert F. Sharpe, Jr.
----------------------------------
Robert F. Sharpe, Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director and/or officer of Whitman Corporation, a
Delaware corporation (the "Company"), does hereby constitute and appoint
Steven R. Andrews and Martin M. Ellen, and each of them severally, as his or
her true and lawful attorney-in-fact and agent, with full power and authority
to execute in the name and on behalf of the undersigned as such Director
and/or officer, one or more Registration Statements under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
registration under the Securities Act of the offer and sale of shares of the
Company's Common Stock, par value $.01, and the associated Preferred Stock
Purchase Rights, issuable as contemplated by the Agreement and Plan of Merger
dated as of August 18, 2000 (the "Merger Agreement") among the Company, a
newly formed wholly owned subsidiary of the Company, and PepsiAmericas, Inc.,
a Delaware corporation ("PAS"), including (i) as may be included in the
Merger Consideration (as defined in the Merger Agreement), (ii) upon the
exercise of Parent Options and Parent Warrants (each as defined in the Merger
Agreement) and (iii) the Subscription Shares (as defined in the Merger
Agreement), and to execute any and all amendments to such Registration
Statements, whether filed prior or subsequent to the time such Registration
Statements become effective, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission. The undersigned hereby grants unto each such attorney-in-fact and
agent, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that each such attorney-in-fact and agent, or his
substitute or substitutes, may do or cause to be done by virtue of these
presents.
Dated this 18th day of August, 2000.
/s/ Karl M. von der Heyden
----------------------------------
Karl M. von der Heyden
