EXHIBIT 24
POWER OF ATTORNEY
PepsiCo, Inc. ("PepsiCo") and each of the undersigned, an officer
or director, or both, of PepsiCo, do hereby appoint Edward V.
Lahey, 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. 33-8677, 33-39283, 33-53232, 33-
51389 and 33-57181 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 and 33-66150 relating to the offer and sale of
shares of PepsiCo Capital Stock under the PepsiCo SharePower
Stock Option Plan; Registration Statements No. 33-38014, 33-30658
and 33-43189 relating to the extension of the PepsiCo SharePower
Stock Option Plan to employees of Pepsi-Cola Operating Company of
Chesapeake and Indianapolis; Registration Statements No. 33-
35601, 33-42122, 33-56666 and 33-66146 relating to the extension
of the PepsiCo SharePower Stock Option Plan to employees of
Monsieur Henri; Registration Statement No. 33-42121 relating to
the extension of the PepsiCo SharePower Stock Option Plan to
employees of Pepsi-Cola of Washington D.C., L.P.; Registration
Statement No. 33-66144 relating to the extension of the PepsiCo
SharePower Stock Option Plan to employees of Chevys, Inc.;
Registration No. 33-66148 relating to the extension of the
PepsiCo SharePower Stock Option Plan to employees of Southern
Tier Pizza Hut, Inc.; Registration Statement No. 33-50685
relating to the extension of the PepsiCo SharePower Stock Option
Plan to employees of Snack Ventures Europe, a joint venture
between PepsiCo Foods International and General Mills, Inc., 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, 2-99532, 2-93163, 33-
10488 and 33-51514 covering the offer and sale of shares of
PepsiCo Capital Stock under the Long Term Savings Programs of
PepsiCo, Pizza Hut, Inc., Taco Bell Corp. and Kentucky Fried
Chicken Corporation, 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 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; and
(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 state official or agency in connection
with the listing, registration or approval of PepsiCo Capital
Stock, PepsiCo debt securities or warrants 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 February 23, 1995.
PepsiCo, Inc.
By: /s/ EDWARD V. LAHEY, JR.
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Edward V. Lahey, Jr.
Senior Vice President, General
Counsel and Secretary
/s/ D.WAYNE CALLOWAY /s/ ROBERT G. DETTMER
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D. Wayne Calloway Robert G. Dettmer
Chairman of the Board, Chief Executive Vice President and
Executive Officer and Director Chief Financial Officer
/s/ ROBERT L. CARLETON /s/ ROGER A. ENRICO
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Robert L. Carleton Roger A. Enrico
Senior Vice President and Vice Chairman of the Board,
Controller Chairman,
(Chief Accounting Officer) PepsiCo Worldwide Restaurants
and Director
/s/ JOHN F. AKERS /s/ ROBERT E. ALLEN
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John F. Akers Robert E. Allen
Director Director
/s/ JOHN J. MURPHY /s/ ANDRALL E. PEARSON
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John J. Murphy Andrall E. Pearson
Director Director
/s/ SHARON PERCY ROCKEFELLER /s/ ROGER B. SMITH
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Sharon Percy Rockefeller Roger B. Smith
Director Director
/s/ ROBERT H. STEWART, III /s/ FRANKLIN A. THOMAS
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Robert H. Stewart, III Franklin A. Thomas
Director Director
/s/ P.ROY VAGELOS /s/ ARNOLD R. WEBER
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P. Roy Vagelos Arnold R. Weber
Director Director