POWER OF ATTORNEY
PepsiCo, Inc. ("PepsiCo") and each of the undersigned, an officer or director,
or both, of PepsiCo, do hereby appoint Robert F. Sharpe, Jr. and Lawrence F.
Dickie, and each of them severally, its, his or her true and lawful
attorney-in-fact to execute on behalf of PepsiCo and the undersigned the
following documents and any and all amendments thereto (including post-effective
amendments):
(i) Registration Statements No. 33-53232 and 33-64243 relating to
the offer and sale of PepsiCo's Debt Securities and Warrants,
and any registration statements deemed by any such
attorney-in-fact to be necessary or appropriate to register
the offer and sale of debt securities or warrants by PepsiCo
or guarantees by PepsiCo of any of its subsidiaries' debt
securities or warrants;
(ii) Registration Statements No. 33-4635, 33-21607, 33-30372,
33-31844, 33-37271, 33-37978, 33-47314 and 33-47527 all
relating to the primary and/or secondary offer and sale of
PepsiCo Capital Stock issued or exchanged in connection with
acquisition transactions, and any registration statements
deemed by any such attorney-in-fact to be necessary or
appropriate to register the primary and/or secondary offer and
sale of PepsiCo Capital Stock issued or exchanged in
acquisition transactions;
(iii) Registration Statements No. 33-29037, 33-35602, 33-42058,
33-51496, 33-54731 33-42121, 33-50685 and 33-66150 relating to
the offer and sale of shares of PepsiCo Capital Stock under
the PepsiCo SharePower Stock; and any registration statements
deemed by any such attorney-in-fact to be necessary or
appropriate to register the offer and sale of shares of
PepsiCo Capital Stock under the PepsiCo SharePower Stock
Option Plan to employees of PepsiCo or otherwise;
(iv) Registration Statements No. 2-82645, 33-51514; 33-60965 and
333-89265 covering the offer and sale of shares of PepsiCo
Capital Stock under the Long Term Savings Program of PepsiCo,
and any registration statements deemed by any such
attorney-in-fact to be necessary or appropriate to register
the offer and sale of shares of PepsiCo Capital Stock under
the long term savings programs of any other subsidiary of
PepsiCo;
(v) Registration Statements No. 33-61731 and No. 333-09363
pertaining to the offer and sale of PepsiCo Capital Stock
under PepsiCo's 1995 Stock Option Incentive Plan, Registration
Statement No. 33-54733, relating to the offer and sale of
shares of PepsiCo Capital Stock under PepsiCo's 1994 Long-Term
Incentive Plan, Registration Statement No. 33-19539 relating
to the offer and sale of shares of PepsiCo Capital Stock under
PepsiCo's 1987 Incentive Plan and resales of such shares by
officers of PepsiCo, and Registration Statement No. 2-65410
relating to the offer and sale of shares of PepsiCo Capital
Stock under PepsiCo's 1979 Incentive Plan, 1972 Performance
Share Plan, as amended, and various option plans, and resales
of such shares by officers of PepsiCo;
(vi) Registration Statement No. 33-22970 relating to the offer
and sale of shares of PepsiCo Capital Stock under PepsiCo's
1988 Director Stock Plan;
(vii) all other applications, reports, registrations, information,
documents and instruments filed or required to be filed by
PepsiCo with the Securities and Exchange Commission, any stock
exchanges or any governmental official or agency in connection
with the listing, registration or approval of PepsiCo Capital
Stock, PepsiCo debt securities or warrants, other securities
or PepsiCo guarantees of its subsidiaries' debt securities or
warrants, or the offer and sale thereof, or in order to meet
PepsiCo's reporting requirements to such entities or persons;
and to file the same, with all exhibits thereto and other documents in
connection therewith, and each of such attorneys shall have the power to act
hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned has executed this instrument on March 21,
2000.
PepsiCo, Inc.
By: /S/ Robert F. Sharpe, Jr.
Robert F. Sharpe, Jr.
Senior Vice President, General
Counsel and Secretary
/S/ ROGER A. ENRICO /S/ JOHN J. MURPHY
Roger A. Enrico John J. Murphy
Chairman of the Board and Director
Chief Executive Officer
/S/ LIONEL L. NOWELL III /S/ FRANKLIN D. RAINES
Lionel L Nowell III Franklin D. Raines
Senior Vice President and Controller Director
(Chief Accounting Officer)
/S/ INDRA K. NOOYI /S/ STEVEN S REINEMUND
Indra K. Nooyi Steven S Reinemund
Chief Financial Officer President and Chief Operating
Officer And Director
/S/ JOHN F. AKERS /S/ SHARON PERCY ROCKEFFELLER
John F. Akers Sharon Percy Rockefeller
Director Director
/S/ ROBERT E. ALLEN /S/ FRANKLIN A. THOMAS
Robert E. Allen Franklin A. Thomas
Director Director
/S/ PETER FOY /S/ P. ROY VAGELOS
Peter Foy P. Roy Vagelos
Director Director
/S/ RAY L. HUNT /S/ KARL M VON DER HEYDEN
Ray L. Hunt Karl M. von der Heyden
Director Vice Chairman of the Board
/S/ ARTHUR C. MARTINEZ /S/ ARNOLD R. WEBER
Arthur C. Martinez Arnold R. Weber
Director Director