EXHIBIT 24
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. 33-8677, 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; 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 and 33-60965 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 24,
1998.
PepsiCo, Inc.
By: /s/ ROBERT F. SHARPE, JR.
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Robert F. Sharpe, Jr.
Senior Vice President, General
Counsel and Secretary
/s/ ROGER A. ENRICO /s/ KARL M. VON DER HEYDEN
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Roger A. Enrico Karl M. von der Heyden
Chairman of the Board and Chief Vice Chairman and Chief Financial
Executive Officer Officer
/s/ SEAN F. ORR /s/ ROBERT E. ALLEN
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Sean F. Orr Robert E. Allen
Senior Vice President and Controller Director
(Chief Accounting Officer)
/s/ JOHN F. AKERS /s/ PETER FOY
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John F. Akers Peter Foy
Director Director
/s/ D. WAYNE CALLOWAY /s/ RAY L. HUNT
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D. Wayne Calloway Ray L. Hunt
Director Director
/s/ JOHN J. MURPHY /s/ STEVEN S REINEMUND
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John J. Murphy Steven S Reinemund
Director Chairman and Chief Executive Officer
of The Frito-Lay Company
and Director
/s/ SHARON PERCY ROCKEFELLER /s/ FRANKLIN A. THOMAS
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Sharon Percy Rockefeller Franklin A. Thomas
Director Director
/s/ P. ROY VAGELOS /s/CRAIG E. WEATHERUP
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P. Roy Vagelos Craig E. Weatherup
Director Chairman and Chief Executive Officer
of Pepsi-Cola
Company and Director
/s/ ARNOLD R. WEBER
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Arnold R. Weber
Director