Director Stock Plan





PEPSICO, INC.


Director
Stock Plan
(Effective as of October 1, 2000)



1.         Purposes


        The
principal purposes of the Director Stock Plan (the “Plan”) are to
provide compensation to those members of the Board of Directors of PepsiCo, Inc.
(“PepsiCo”) who are not also employees of PepsiCo, to assist PepsiCo
in attracting and retaining outside directors with experience and ability on a
basis competitive with industry practices, and to associate more fully the
interests of such directors with those of PepsiCo’s shareholders. 


2.         Effective
Date


        The
Plan was unanimously approved by the disinterested (non-participating) members
of the Board of Directors of PepsiCo on July 28, 1988. This amendment and
restatement of the Plan reflects the Plan as amended through October 1, 2000. 


3.
        Administration


        The
Plan shall be administered and interpreted by the Directors of PepsiCo who are
also employed by PepsiCo (“Employee Directors”). The Employee
Directors are not eligible to participate in the Plan, but shall be eligible to
participate in other PepsiCo benefit and compensation plans. 


        The
Employee Directors shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Employee Directors deem necessary or advisable. The Employee
Directors’ interpretations of the Plan, and all actions taken and
determinations made by the Employee Directors pursuant to the powers vested in
them hereunder, shall be conclusive and binding on all parties concerned,
including PepsiCo, its directors and shareholders and any employee of PepsiCo.
The costs and expenses of administering the Plan shall be borne by PepsiCo and
not charged against any award or to any participant. 


4.         Eligibility


        Directors
of PepsiCo who are not employees of PepsiCo (“Non-Employee Directors”)
are eligible to receive awards under the Plan. 


5.         Awards


        Under
the Plan, Non-Employee Directors shall receive (i) an annual grant of options
(the “Option Grant”) to purchase shares of PepsiCo Capital Stock
(“Options”) at a fixed price (the “Exercise Price”) and (ii)
a retainer fee (the “Retainer Award”). Awards shall be made annually
on October 1 of each year or on such other date as is determined by the Employee
Directors. The shares granted or delivered under the Plan may be newly issued
shares of Capital Stock or treasury shares. 


        The
number of Options to be included in the Option Grant shall be determined by
dividing $180,000 by the Fair Market Value (as defined below) of a share of
PepsiCo Capital Stock on the grant date, or if such day is not a trading day on
the New York Stock Exchange, on the immediately preceding trading day.
“Fair Market Value” shall mean the average of the high and low per
share sale price for PepsiCo Capital Stock on the composite tape for securities
listed on the New York Stock Exchange for the day in question. 


        With
respect to the Retainer Award, participants may elect to receive their $100,000
Retainer Award in the form of cash, shares of PepsiCo Capital Stock or options
to purchase shares of PepsiCo Capital Stock at an exchange rate of $3 in face
value of options for each $1 of the Retainer Award. 


        Options
shall vest and become immediately exercisable on the grant date and, unless the
Employee Directors specifically determine otherwise, shall not be assignable or
transferable except by will or the laws of descent and distribution. Each Option
shall have an Exercise Price equal to the Fair Market Value of PepsiCo Capital
Stock on the grant date, and shall have a term of ten years, provided, however,
in the event the holder thereof shall cease to be a director of PepsiCo, or its
successor, for a reason other than death, disability or retirement, such Options
shall thereupon immediately terminate and expire. Each Option shall also be
evidenced by a written agreement setting forth the terms thereof. 


6.         Shares of
Stock Subject to the Plan


        The
shares that may be delivered under this Plan shall not exceed an aggregate of
600,000 shares of Capital Stock, adjusted, if appropriate, in accordance with
Section 10 below. 


7.         Dilution
and Other Adjustments


        The
number and kind of shares of PepsiCo Capital Stock issuable under the Plan, or
which may be awarded to any participant, may be adjusted proportionately by the
Employee Directors to reflect stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares or other similar
corporate changes. 


8.         Death,
Disability, Retirement or Termination


        In
the event of the death, disability or retirement of a participant prior to the
granting of an award in respect of the fiscal year in which such event occurred,
an award may, in the discretion of a majority of the Employee Directors, be
granted in respect of such fiscal year to the retired or disabled participant or
his or her estate. If any participant shall cease to be a director for any
reason other than death, disability or retirement, his or her rights to any
award in respect of the fiscal year during which such cessation occurred shall
terminate unless the Employee Directors shall determine otherwise. 


        No
Option may be exercised after a participant ceases to be a director of PepsiCo,
except that: (a) if such cessation occurs by reason of death, the Options then
held by a participant may be exercised by his or her designated beneficiary (or,
if none, his or her legal representative) until the expiration of such Options
in accordance with the terms hereof; (b) if such cessation occurs by reason of a
participant becoming Totally Disabled (as defined below), the Options then held
by the participant may be exercised by him or her until the expiration of such
Options in accordance with the terms hereof; (c) if such cessation occurs by
reason of Retirement (as defined below), the Options then held by a participant
may be exercised by him or her until the expiration of such Options in
accordance with the terms hereof; and (d) if such cessation is voluntary or
results from action taken by PepsiCo or its shareholders, the Options then held
by a participant shall terminate on the date he or she ceases to be a director,
and may not be exercised on or after such date of termination. 


        “Totally
Disabled” shall have the meaning set forth in the long term disability
program of PepsiCo. “Retirement” shall have the meaning determined by
the Employee Directors in their sole discretion. 


9.         Withholding
Taxes


        PepsiCo
shall have the right to require the payment (through withholding from the
participant’s retainer or otherwise) of any withholding taxes required by
federal, state, local or foreign law in respect of any award. 


10.         Resale
Restrictions, Assignment and Transfer


        No
rights to receive awards under the Plan shall be assignable or transferable by a
participant except by will or the laws of descent and distribution. 


        Once
awarded, the shares of Capital Stock received by Plan participants may be freely
transferred, assigned, pledged or otherwise subjected to lien, subject to
restrictions imposed by the Securities Act of 1933, as amended, and subject to
the trading restrictions imposed by Section 16 of the Securities Exchange Act of
1934. Phantom stock units may not be transferred or assigned except by will or
the laws of descent and distribution. 


11.         Funding


        The
Plan shall be unfunded. PepsiCo shall not be required to establish any special
or separate fund or to make any other segregation of assets to assure the
payment of any award under the Plan. 


12.         Duration,
Amendments and Terminations


        The
Employee Directors may terminate or amend the Plan in whole or in part,
provided, however, that no such action shall adversely affect any rights or
obligations with respect to any awards theretofore granted under the Plan. The
Plan shall continue until terminated.