Before you buy you should decide if you want (1) waterproof or (2) lots of pockets. In general the waterproof panniers lack pockets, but some people would rather have the organization of pockets more than they value waterproofness. Also, some that have used waterproof have commented on the problems of putting wet stuff in waterproof/air tight panniers all day long in the warm sun, so before you say you want waterproof think about the issues. I use waterproof, but I am careful to try to minimize how often I pack wet stuff in them.