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 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) Registration Statement No. 333-01377 relating to the obligations
of PepsiCo under the Restaurant Deferred Compensation Plan; and
(viii) 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 ,
1997.
PepsiCo, Inc.
By: /s/ EDWARD V. LAHEY, JR.
Edward V. Lahey, Jr.
Senior Vice President, General
Counsel and Secretary
/s/ ROGER A. ENRICO /s/ KARL M. VON DER HEYDEN
Roger A. Enrico Karl M. von der Heyden
Chairman of the Board and Vice Chairman and
Chief Executive Officer Chief Financial Officer
/s/ ROBERT L. CARLETON /s/ ROBERT E. ALLEN
Robert L. Carleton Robert E. Allen
Senior Vice President and Controller Director
(Chief Accounting Officer)
/s/ JOHN F. AKERS /s/ RAY L. HUNT
John F. Akers Ray L. Hunt
Director Director
/s/ D. WAYNE CALLOWAY /s/ STEVEN S REINEMUND
D. Wayne Calloway Steven S Reinemund
Director Chairman and Chief
Executive Officer of
/s/ JOHN J. MURPHY The Frito-Lay Company
John J. Murphy and Director
Director
/s/ SHARON PERCY ROCKEFELLER /s/ FRANKLIN A. THOMAS
Sharon Percy Rockefeller Franklin A. Thomas
Director Director
/s/ P. ROY VAGELOS
P. Roy Vagelos /s/ ARNOLD R. WEBER
Director Arnold R. Weber
Director
/s/ CRAIG E. WEATHERUP
Craig E. Weatherup
Chairman and Chief Executive
Officer of Pepsi-Cola Company and Director