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. 33-53232 and 33-64243 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 33-42121, 33-50685 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 23,
1999.
PepsiCo, Inc.
By: /s/ ROBERT F. SHARPE, JR.
Robert F. Sharpe, 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 Chief Executive Vice Chairman of the Board
Officer
/s/ SEAN F. ORR /s/ ROBERT E. ALLEN
Sean F. Orr Robert E. Allen
Senior Vice President and Controller Director
(Chief Accounting Officer)
/s/ PETER FOY
/s/ MICHAEL D. WHITE Peter Foy
Michael D. White Director
Chief Financial Officer
/s/ JOHN F. AKERS /s/ RAY L. HUNT
John F. Akers Ray L. Hunt
Director Director
/s/ JOHN J. MURPHY /s/ STEVEN S REINEMUND
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
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 The Pepsi Bottling Group
/s/ ARNOLD R. WEBER and Director
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Arnold R. Weber
Director