EXHIBIT 4.3



EXHIBIT 4.3


THE PEPSICO
SHARE AWARD PLAN


(effective
May 1, 2002)


1.     Purpose.


        The
purposes of The PepsiCo Share Award Plan (the “Plan”) are to provide
long-term incentives to certain non-employee advisors and consultants with
significant responsibility for the success and growth of PepsiCo, Inc. and its
subsidiaries, divisions and affiliated businesses (collectively,
“PepsiCo”), to assist PepsiCo in attracting and retaining such
advisors and consultants, and to associate the interests of such advisors and
consultants with those of PepsiCo’s shareholders. 


2.     
Administration of the Plan.


        The Plan shall be administered by the Chief Executive Officer and Senior Vice President,
Personnel of PepsiCo, Inc. (the "Plan Administrators").


        The
Plan Administrators shall have all the powers vested in it by the terms of the
Plan, such powers to include the authority (within the limitations described
herein) to select the advisors or consultants to be granted awards under the
Plan, to determine the size and terms of awards to be made to each advisor and
consultant selected, to determine the time when awards will be granted and any
conditions which must be satisfied by the advisor or consultant before an award
is made, to establish objectives and conditions for earning awards, to determine
whether such conditions have been met and whether awards will be paid at the end
of the award period, and to determine whether payment of an award should be
reduced or eliminated. 


        The
Plan Administrators 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
businesses the Plan Administrators deem necessary or advisable. The Plan
Administrators’ interpretations of the Plan, and all actions taken and
determinations made by the Plan Administrators pursuant to the powers vested in
them hereunder, shall be conclusive and binding on all parties concerned,
including PepsiCo, its shareholders and any person receiving an award under the
Plan. 


        The
Plan Administrators may, in their sole and absolute discretion, delegate any or
all of the foregoing powers and authorities to such person or persons as they
deem necessary or advisable for the proper administration of the Plan. 


3.     Eligibility.


        Key
advisors and consultants of PepsiCo are eligible to be granted awards under the
Plan. An advisor or consultant is eligible to be granted awards under the Plan
only if such advisor or consultant is a natural person who provides bona fide
services to PepsiCo and such services are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for PepsiCo securities. Employees and
directors of PepsiCo are not eligible for awards under the Plan. 


4.     Awards.


        Awards
under the Plan include only shares of PepsiCo Common Stock. 


5.     Shares of Stock Subject to the Plan.


        The
shares that may be delivered or purchased under the Plan shall not exceed an
aggregate of 150,000 shares of Common Stock, as adjusted, if appropriate,
pursuant to Section 6 hereof. 


6.     Dilution
and Other Adjustments.


        In
the event of any change in the outstanding shares of Common Stock by reason of
any split, stock dividend, recapitalization, merger, consolidation, combination
or exchange of shares or other similar corporate change, such equitable
adjustments shall be made in the Plan and the awards thereunder as the Plan
Administrators determine are necessary and appropriate, including, if necessary,
an adjustment in the maximum number or kind of shares subject to the Plan. Such
adjustment shall be conclusive and binding for all purposes of the Plan. 


7.     
Miscellaneous Provisions.


        (a)
Rights as Shareholder. A participant in the Plan shall have no rights as a
holder of Common Stock with respect to awards hereunder, unless and until
certificates for shares of Common Stock are issued to the participant. 


        (b)
Assignment or Transfer. Unless the Plan Administrators shall specifically
determine otherwise, no award under the Plan shall be assignable or transferable
by a participant prior to the time such award is made and certificates for
shares of Common Stock are issued to the participant. 


        (c)
Requirements for Transfer. No share of Common Stock shall be issued or
transferred under the Plan until all legal requirements applicable to the
issuance or transfer of such shares have been complied with to the satisfaction
of the Plan Administrators. The Plan Administrators shall have the right to
condition any issuance of shares of Common Stock made to any participant upon
such participant’s written undertaking to comply with such restrictions on
his subsequent disposition of such shares as the Plan Administrators or PepsiCo
shall deem necessary or advisable as a result of any applicable law, regulation
or official interpretation thereof, and certificates representing such shares
may be legended to reflect any such restrictions. 


        (d)
Withholding Taxes. With respect to any award, PepsiCo shall have the right to
require the participant to pay (through withholding from payments owed to the
participant or otherwise) any taxes required to be withheld under applicable
law. The obligations of PepsiCo to make delivery of awards shall be subject to
any other restrictions imposed by any government. 


        (e)
No Rights to Awards. Except as set forth herein, no person shall have any claim
or right to be granted an award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any person any right to be retained
in the employ of PepsiCo. 


        (f)      Costs and Expenses.  The cost and expenses of administering the Plan shall be borne by
PepsiCo and not charged to any award nor to any person receiving an award. 


        (g)
Funding of Plan. 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. 


8.      Effective
Date, Amendments and Termination.


        (a)      Effective Date.  The Plan shall become effective on May 1, 2002 (or, if later, the date
the Plan is approved by PepsiCo's Board of Directors).


        (b)
Amendments. The Plan Administrators may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any awards theretofore made
under the Plan. Unless the Board of Directors of PepsiCo shall have first
approved thereof, no amendment of the Plan shall be effective which would
increase the maximum number of shares of PepsiCo Common Stock which may be
delivered under the Plan (except to the extent such amendment is made pursuant
to Section 6 hereof) or modify the requirements as to eligibility for
participation in the Plan. 


        (c)      Termination.  No awards shall be made under the Plan after May 1, 2012.