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 and
33-64342 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,
33-51514 and 33-60965 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. 33-61731 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; 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 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 February
22, 1996.
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, Chairman
Controller(Chief Accounting Officer) and Chief Executive 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