AMENDMENT TO
THE PEPSICO LONG TERM SAVINGS PROGRAM
The amendments to the PepsiCo Long Term Savings Program ("Plan") attached as
Exhibit 1 are hereby adopted and approved this 21st day of December, 1995. These
amendments replace certain current pages of the Plan with the corresponding
attached pages.
PepsiCo, Inc.
By: /s/ J. ROGER KING
------------------------
J. Roger King
APPROVED:
By: /s/ ALAN R. ROCKOFF
--------------------------
Alan R. Rockoff
Law Department
By: /s/ SYLVESTER HOLMES
--------------------------
Sylvestor Holmes
Tax Department
EXHIBIT 1
AMENDMENT TO
THE PEPSICO LONG TERM SAVINGS PROGRAM
The PepsiCo Long Term Savings Program ("Plan") is hereby amended by replacing
the current pages of the Plan identified for deletion below with the attached
replacement pages.
Article Current Pages Deleted Replacement Pages
II II-10 II-10
Sch. 3 3-1 3-1
App. C C-1 C-1 through C-2
Participants who have not attained age 19 before the close of
the Plan Year. If, as a result of the application of such
rules, the adjusted $150,000 limitation is exceeded, then the
limitation shall be prorated among the affected individuals in
proportion to each such individual's Eligible Pay as
determined under this Section prior to the application of this
limitation
References in the Plan to deferrals of Eligible Pay, or Salary Deferral
Contributions from Eligible Pay, shall be read as referring to deferrals of a
Participant's current Employee compensation not in excess of Eligible Pay,
determined as above.
(1) Employee: Any person who is: receiving remuneration for personal
services currently rendered in the employment of an Employer (or who would be
receiving such remuneration except for an Authorized Leave of Absence), and who
is described in one of the following paragraphs:
(1) A United States citizen whose primary place of employment is
within the 50 states or the District of Columbia (collectively
referred to in this subsection as "the U.S.");
(2) An alien who has been lawfully admitted for permanent
residence in the U.S. (referred to in this subsection as a "resident
alien") and whose primary place of employment is within the U.S.
(3) A United States citizen or resident alien relocated by the
Employer to a primary place of employment outside the U.S. and
classified by the Employer as an United States expatriate;
(4) Effective January 1, 1994, a resident alien:
(i) who is employed in a position that is classified as a
globalist under the personnel practices of an Employer,
(ii) who works for an Employer outside of his home country,
and II-10
ARTICLE III
Eligibility and Participation
3.1 Eligibility: Employees described in this subsection or the Appendix as
eligible to participate in the Plan shall be referred to as eligible Employees.
(a) General Rule: Subject to the next sentence, the
following Employees shall be eligible to participate in the Plan:
all full-time salaried Employees of the Company and of the
Employers designated on the attached Schedule 3; all full-time
salaried, hourly, commissioned sales or transportation Employees
of the Employers designated on the attached Schedules 1, 2 and 4;
all full-time hourly Employees of the Company designated on the
attached Schedule 5; all salaried part-time Employees who are
currently eligible to enroll in their Employer's Benefits Plus
Program; all full-time hourly Employees designated in Article B;
and all hourly Employees designated in Article C; provided,
however, that to be eligible such Employee must be currently
eligible to enroll in his Employer's Benefits Plus Program
(except in the case of Employees eligible under Articles B and C
and as otherwise provided in the Appendix). The following
Employees or classes of Employees shall not be eligible to
participate in this Plan:
(1) Any Employee whose terms and conditions are determined
by collective bargaining with a union representing such persons
and with respect to whom inclusion in this Plan has not been
specifically provided for in such collective bargaining
agreement;
(2) Any Employee who is a leased employee within the meaning
of Code section 414(n);
(3) Effective December 1, 1989, any Highly compensated
Employee who has not attained age 21 and completed a Year of
Service;
(4) Any individual who is an independent contractor; and
(5)Effective on and after January 1, 1996, any Employee of
an Employer designated on Part I of the attached Schedule 3 who
is a Highly
III-1
Compensated Employee (or who is reasonably projected to be a Highly
Compensated Employee based on the best available date.)
An independent contractor who is recharacterized by the Internal Revenue
Service as a common law employee will not be considered described in paragraph
(4) for periods on and after the recharacterization. Such individual also will
not be considered described in paragraph (4) for periods before the
recharacterization, unless the Employer had classified the individual as an
independent contractors identified by similar work requirements. An
individual's ineligibility under the previous sentence shall have no bearing
on whether the individual is an excludable employee for purposes of the
nondiscrimination tests under Code sections 410(b) and 401(a)(4).
(b) Certain Part-Time Employees: Effective July 1, 1995, any Employee
who would be an eligible Employee if he were classified by his Employer as
full-time (with no other changes in his status and circumstances) shall be
eligible to participate in the Plan.
For purposes of this section, an Employee who is an associate, casual, part-time
or temporary employee is not considered to be full-time.
3.2 Participation:
(a) Commencement of Active Participation: An eligible Employee shall
become an Active Participant upon enrolling in the Plan.
(1) An eligible Employee's enrollment in the Plan shall be made
be electing to defer a portion of his Eligible Pay, in
accordance with Section 4.1(b). An eligible Employee's
qualifying election to participate actively in the Plan
shall be effective as soon as practicable for his Employer.
(2) Notwithstanding paragraph (1) above, the election of an
Employee eligible under Section 3.1(b) shall not be
effective until the first January 1 or July 1 following his
attainment of age 21 and his completion of a 12-month period
of employment (measured as described below) in which he is
III-2
credited with at least 1,000 Hours of Service (referred to as a "year of
eligibility service"). The 12-month period between the date the Employee first
completes one Hour of Service and the first anniversary thereof shall be used
initially to determine his eligibility to participate in the Plan; thereafter,
his eligibility to participate in the Plan shall be determined by reference to
whether he completes 1,000 or more Hours of Service in any Plan Year,
beginning with the first Plan Year commencing after he first completes one
Hour of Service shall be credited with two years of eligibility service for
purposes of this section.
(b) Termination of Participation: An Active Participant shall
continue to participate actively in the Plan until he revokes his enrollment
or his enrollment ends as a result of his Termination of Employment or
transfer to a position that is ineligible for participation. When active
participation ceases, an individual with a balance in his Plan Account shall
continue as an Inactive Participant until his Account has been distributed.
(c) Recommencement of Active Participation: Subject to Section
3.3, any individual whose active participation has terminated pursuant to
subsection (b) may return to active participation by reinstating his
enrollment (following his return to service as an eligible Employee, if
applicable).
3.3 Break in Service: This section shall apply in the case of an Employee
described in Section 3.1(b) who has a break in service, as defined below. In
determining such Employee's post-break participation in the Plan, the
Employee's pre-break years of eligibility service following his rehire
(determined under Section 3.2 as if his employment first commenced on his date
of rehire). For purposes hereof, a "break in service" shall mean a
12-consecutive-month computation period during which an Employee is credited
with 500 or less Hours of Service. The
III-3
applicable computation period for determining breaks in service shall be the
12-month period beginning on the Employee's date of employment and Plan Years
commencing after such date of employement.
III-4
SCHEDULE 3
PEPSICO
LONG TERM SAVINGS PROGRAM
Designated Employers for Restaurant Employees
(As of 1/1/94)
Part I:
Pizza Hut, Inc.(and its domestic locations and subsidiaries except
for locations formerly owned by the Herb Blankenship Franchise;
Middleton Enterprises, Inc. and its subsidiaries; and Employees who
work for Pizza Hut of Cincinnati)
Kentucky Fried Chicken Corporation (and its domestic locations and
subsidiairies except for locations formerly owned by theFitzpatrick
Franchise)
KFC Corporation
KFC Enterprises, Inc.
KFC National Management Company
Kentucky Fried Chicken of California, Inc.
Kentucky Fried Chicken of Southern California, Inc.
Kentucky Fried Chicken Corporate Holdings, Ltd.
NKFC, Inc.
QSR, Inc.
Taco Bell Corp. (and its domestic subsidiaries)
Taco Bell Enterprises, Inc.
Calny, Inc.
Taco Bell of California, Inc.
Taco Del Sur, Inc.
Tenga Taco, Inc.
PepsiCo, Inc. (only with respect to those Employees of PepsiCo, Inc.
who are (i) providing services in Illinois to another Employer and
(ii) working under the supervision of such other Employer)
Part 2:
PepsiCo Food Systems, a division of PepsiCo, Inc.
3-1
ARTICLE C
Pizza Hut Hourly Employees
The terms of this Article apply to any Employee who is employed on an
hourly basis by Pizza Hut, Inc. or its domestic restaurant locations and
restaurant locations and restaurant subsidiaries (collectively referred to as
"Pizza Hut"). Such Employees are designated as eligible under this Plan only to
the extent applicable pursuant to this Article C.