PEPSICO, INC.
                          1994 Long-Term Incentive Plan
              (as amended and restated, effective October 1, 1999)


1.       Purpose.

         The purposes of the 1994  Long-Term  Incentive Plan (the "Plan") are to
provide  long-term  incentives to those persons with significant  responsibility
for the success and growth of PepsiCo, Inc. and its subsidiaries,  divisions and
affiliated businesses ("PepsiCo"), to assist PepsiCo in attracting and retaining
key  employees on a  competitive  basis,  and to associate the interests of such
employees with those of PepsiCo's shareholders.

2.       Administration of the Plan.

         The Plan shall be  administered  by the  Compensation  Committee of the
Board  of  Directors  of  PepsiCo  (the  "Committee").  The  Committee  shall be
appointed by the Board of Directors  and shall  consist of two or more  outside,
disinterested members of the Board.

         The  Committee  shall have all the powers  vested in it by the terms of
the Plan, such powers to include  authority  (within the  limitations  described
herein) to select the persons to be granted  awards under the Plan, to determine
the type,  size and terms of awards  to be made to each  employee  selected,  to
determine the time when awards will be granted and any conditions  which must be
satisfied by employees  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,  or when the
award is exercised, or deferred, to determine whether payment of an award should
be reduced or eliminated,  and to determine  whether such awards should qualify,
regardless of their amount,  as deductible in their  entirety for federal income
tax purposes.

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




3.       Eligibility.

         Key employees of PepsiCo and its divisions, subsidiaries and affiliates
are eligible to be granted awards under the Plan.  Executives of PepsiCo and its
subsidiaries  and  divisions  shall  be  granted  awards  of stock  options  and
performance  units and may,  in the  Committee's  discretion,  be granted  other
awards  available  under the Plan. The Committee,  in its  discretion,  may also
grant  awards  under the Plan to other  employees  of  PepsiCo,  its  divisions,
subsidiaries  and  affiliates who are in a position to contribute to the success
of PepsiCo.  Notwithstanding the foregoing,  incentive stock options may only be
granted to employees of PepsiCo or its divisions and subsidiaries.
<PAGE>
4.       Awards.

         (a) Types.  Awards under the Plan include  stock  options,  performance
units, incentive stock options, stock appreciation rights and restricted stock.

                  (i) Stock Options. Stock options are rights to purchase shares
of PepsiCo  Capital  Stock  ("Capital  Stock") at a fixed  price for a specified
period of time. The purchase price per share of Capital Stock covered by a stock
option  awarded  pursuant to this Plan,  including any incentive  stock options,
shall be equal to or greater  than the fair  market  value of a share of PepsiCo
Capital Stock on the date the stock option is awarded.

                  (ii)  Performance  Units.  Performance  units  are  rights  to
receive  up to 100% of the value of shares  of  Capital  Stock as of the date of
grant, which value may be paid in cash or Capital Stock,  without payment of any
amounts to PepsiCo.  The full and/or partial payment of performance  unit awards
granted under this Plan will be made only upon certification by the Committee of
the  attainment  by PepsiCo,  over a four year  period,  of  earnings  per share
targets which have been established by the Committee. No payment will be made if
the minimum  earnings per share target is not met. The established  earnings per
share targets will not be amended without shareholder approval.

                  (iii) Stock Appreciation Rights. Stock appreciation rights are
rights to receive the  difference  between  the fair market  value of a share of
PepsiCo  Capital Stock on the grant date and the fair market value of a share of
Capital Stock on the date the stock appreciation right is granted.

                  (iv) Restricted  Stock. The full and/or partial vesting of any
restricted  stock award made under this Plan will occur only upon the attainment
by PepsiCo of primary and secondary targets  established by the Committee at the
time the award is made.  These targets may include one or more of the following:
corporate earnings,  return on investment,  total shareholder  return,  division
profits, market value added or economic value added.

                  (v)  Variable  Awards.  Variable  awards are rights to receive
grants of either cash payments or stock options  based upon the  performance  of
PepsiCo business units during a three-year  performance  period. The election to
receive cash or stock options is made by the participant at the beginning of the
three-year performance period.

         (b) Supplemental  Awards.  Participants who are newly hired or promoted
during the vesting period for stock options or during the first two years of the
award period for performance units will be granted  supplemental pro rata grants
of stock options and performance units.

         (c) Negative  Discretion.  Notwithstanding the attainment by PepsiCo of
any target  specified  under this Plan,  the  Committee has the  discretion,  by
participant, to reduce some or all of an award that would otherwise by paid.

         (d)  Guidelines.  The  Committee  shall adopt from time to time written
policies for its  implementation  of the Plan. Such policies shall be consistent
with the Plan and may  include,  but need not be limited to, the type,  size and
term of awards to be made, and the conditions for payment of such awards.

         (e) Maximum  Awards.  An employee may be granted  multiple awards under
the Plan but no one  employee  may be granted,  in the  aggregate,  awards which
would result in his  receiving,  in the  aggregate  during the term of the Plan,
more than 10% of the  maximum  number of shares  available  for award  under the
Plan.  Solely for the  purposes of  determining  whether  this maximum is met, a
performance  unit shall be treated as entitling the holder  thereof to one share
of PepsiCo Capital 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  75,000,000  shares of Capital  Stock,  as adjusted,  if
appropriate, pursuant to Section 7 hereof.

6.       Deferred Payments.

         The  Committee  may  determine  that all or a portion of a payment to a
participant under the Plan,  whether it is to be made in cash, shares of Capital
Stock or a combination thereof,  shall be deferred.  Deferrals shall be for such
periods  and  upon  such  terms  as the  Committee  may  determine  in its  sole
discretion.

7.       Dilution and Other Adjustments.

         In the event of any change in the  outstanding  shares of Capital 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
Committee determines are necessary and appropriate,  including, if necessary, an
adjustment in the maximum  number or kind of shares subject to the Plan or which
may be or have  been  awarded  to any  participant.  Such  adjustment  shall  be
conclusive and binding for all purposes of the Plan.
<PAGE>
8.       Change in Control.

         Upon a "Change in Control"  (as defined  below),  the  following  shall
occur:

                  (a)  Options.  At the  date of such  Change  in  Control,  all
outstanding and unvested stock options granted under the Plan shall  immediately
vest and become  exercisable,  and all stock options then outstanding  under the
Plan shall remain  outstanding in accordance with their terms. In the event that
any stock option granted under the Plan becomes unexercisable during its term on
or after a Change in Control  because:  (i) the individual who holds such option
is  involuntarily  terminated  (other than for cause) within two (2) years after
the Change in Control;  (ii) such option is terminated or adversely modified; or
(iii) PepsiCo  Capital Stock is no longer issued and  outstanding,  or no longer
traded on a national securities  exchange,  then the holder of such option shall
immediately  be entitled to receive a lump sum cash payment equal to the greater
of (x) the gain on such option or (y) the Black-Scholes value of such option (as
determined by a nationally  recognized  independent  investment banker chosen by
PepsiCo),   in  either  case   calculated  on  the  date  such  option   becomes
unexercisable.  For  purposes  of the  preceding  sentence,  the gain on a stock
option shall be calculated as the difference between the closing price per share
of PepsiCo Capital Stock as of the date such option becomes  unexercisable  less
the exercise price per share of such option.

                  (b) Variable  Awards.  Each  variable  award granted under the
Plan that is outstanding on the date of the Change in Control shall  immediately
vest,  and the holder of such award shall be entitled to a lump sum cash payment
equal to 100% of the amount of such award payable at the end of the  performance
period as if 100% of the performance objectives have been achieved.

                  (c) Performance  Shares.  Each performance share granted under
the  Plan  that is  outstanding  on the  date of the  Change  in  Control  shall
immediately  vest, and the holder of such performance share shall be entitled to
a lump sum cash payment  equal to the amount of such award payable at the end of
the  performance  period  as if 100% of the  performance  objectives  have  been
achieved.

         Any amount required to be paid pursuant to this Section 8 shall be paid
within twenty (20) days after the date such amount becomes payable.

         "Change  in  Control"  means  the  occurrence  of any of the  following
events:  (i) acquisition of 20% or more of the outstanding  voting securities of
PepsiCo, Inc. by another entity or group; excluding,  however, the following (A)
any acquisition by PepsiCo,  Inc., or (B) any acquisition by an employee benefit
plan or related trust sponsored or maintained by PepsiCo,  Inc.; (ii) during any
consecutive  two-year  period,  persons who constitute the Board of Directors of
PepsiCo,  Inc.  (the "Board") at the beginning of the period cease to constitute
at least 50% of the Board  (unless  the  election  of each new Board  member was
approved  by a majority  of  directors  who began the  two-year  period);  (iii)
PepsiCo,  Inc.  shareholders approve a merger or consolidation of PepsiCo,  Inc.
with another company,  and PepsiCo,  Inc. is not the surviving  company;  or, if
after such transaction,  the other entity owns,  directly or indirectly,  50% or
more of the outstanding voting securities of PepsiCo,  Inc.; (iv) PepsiCo,  Inc.
shareholders approve a plan of complete liquidation of PepsiCo, Inc. or the sale
or disposition of all or substantially all of PepsiCo, Inc.'s assets; or (v) any
other  event,  circumstance,  offer or  proposal  occurs  or is  made,  which is
intended to effect a change in the control of PepsiCo,  Inc.,  and which results
in the  occurrence of one or more of the events set forth in clauses (i) through
(iv) of this paragraph.
<PAGE>
9.       Miscellaneous Provisions.

         (a)  Misconduct.  If the Committee  determines that a present or former
employee  has  (i)  used  for  profit  or  disclosed  to  unauthorized  persons,
confidential  information  or trade  secrets of PepsiCo,  or (ii)  breached  any
contract  with or violated any fiduciary  obligation  to PepsiCo,  that employee
shall forfeit his or her awards under the Plan.

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

         (c)  Assignment or Transfer.  Unless the Committee  shall  specifically
determine otherwise,  no award under the Plan or any rights or interests therein
shall be assignable or transferable by a participant  except by will or the laws
of descent and distribution.

         (d) Agreements. All awards granted under the Plan shall be evidenced by
agreements  in  such  form  and  containing   such  terms  and  conditions  (not
inconsistent with the Plan) as the Committee shall approve.

         (e)  Requirements  for  Transfer.  No share of Capital  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 Committee.  The Committee shall have the right to condition
any  issuance  of shares of  Capital  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  Committee 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.

         (f) Withholding Taxes.  PepsiCo shall have the right to deduct from all
awards  hereunder  paid in cash  any  federal,  state,  local or  foreign  taxes
required by law to be withheld  with respect to such awards and, with respect to
awards paid in stock or upon exercise of stock  options,  to require the payment
(through  withholding  from the  participant's  salary or otherwise) of any such
taxes.  The obligations of PepsiCo to make delivery of awards in cash or Capital
Stock  shall be  subject  to  currency  or  other  restrictions  imposed  by any
government.

         (g) No Rights to Awards.  Except as set forth  herein,  no  employee or
other  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  employee any right to be retained in the employ of PepsiCo or any of
its subsidiaries, divisions or affiliates.
<PAGE>
         (h) 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  employee
receiving an award.

         (i) 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.

10.      Effective Date, Amendments and Termination.

         (a)  Effective  Date.  The Plan shall  become  effective  on the date
it is approved by PepsiCo's shareholders.

         (b) Amendments. The Committee 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  shareholders 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  Capital Stock which may be delivered under the Plan
or to any one  individual,  except to the extent such amendment is made pursuant
to Section 7 hereof,  extend  the  maximum  period  during  which  awards may be
granted  under  the  Plan,   change  the  performance  goal  pursuant  to  which
performance  units are earned,  or modify the requirements as to eligibility for
participation in the Plan.

         With the consent of the  employee  affected,  the  Committee  may amend
outstanding  agreements  evidencing  awards  under  the  Plan  in a  manner  not
inconsistent with the terms of the Plan.

         (c)  Termination.  No  awards  of  stock  options,  performance  units,
incentive  stock  options or stock  appreciation  rights shall be made under the
Plan after December 31, 2004. No awards of restricted  stock shall be made under
the Plan after May 1, 1999.