PEPSICO, INC
                               1987 Incentive Plan
              (as amended and restated, effective October 1, 1999)


1.       Purpose.

         The  purposes of the 1987  Incentive  Plan (the  "Plan") are to provide
long-term  incentives and rewards to those employees largely responsible for the
success  and  growth  of  PepsiCo,  Inc.  and  its  subsidiaries  and  divisions
("PepsiCo"),  to assist  PepsiCo in  attracting  and retaining  executives  with
experience and ability on a basis  competitive with industry  practices,  and to
associate the interests of such employees with those of PepsiCo's shareholders.

2.       Effective Date.

         The Plan  shall  become  effective  on the date it is  approved  by the
holders of a majority of the Capital Stock of PepsiCo ("Capital Stock").
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3.       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 three or more members
of the Board who are not eligible to  participate  in the Plan and who have not,
within one year prior to their appointment,  participated in the Plan, any stock
option plan or the 1979 Incentive Plan of PepsiCo.

         The  Committee  shall have all the powers  vested in it by the terms of
the Plan,  such powers to include  exclusive  authority  (within the limitations
described  herein) to select the employees 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 to  establish
objectives  and conditions for earning awards and whether awards will be paid at
the end of the award period.  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 business as 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 employee of PepsiCo.




4.       Awards.

         (a) Types.  Awards under the Plan may include,  but need not be limited
to,  stock  options,  performance  shares,  incentive  stock  rights  and  stock
appreciation  rights.  The  Committee  may make any other type of award which it
shall determine is consistent with the objectives and limitations of the Plan.

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

         (c) 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  more than 10% of the  maximum  number of shares
available for award under the Plan.

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  18,000,000  shares  of  Capital  Stock.  Shares to be
delivered or purchased  under the Plan may be either  shares of  authorized  but
unissued Capital Stock or treasury shares.

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.




8.       Change in Control.

         At  the  date  of  a  "Change  in  Control"  (as  defined  below),  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.

         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.
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         "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.




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 all unpaid or undelivered portions of any awards under the Plan.

         (b) Rights as Shareholder.  A participant  under 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.  No awards 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.  During  the  lifetime  of a
participant,  awards hereunder are exercisable only by, and payable only to, the
participant.

         (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 adopt.

         (e)  Requirements  for  Transfer.  No shares 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.
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         (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  obligation 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.  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.

         (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.      Amendments and Termination.

         (a) 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 holders of at least a majority of the outstanding  shares of
Capital Stock of PepsiCo shall have first approved thereof,  no amendment of the
Plan shall be effective  which would increase the maximum number of shares which
may be delivered  under the Plan or to any one  individual or extend the maximum
period during which awards may be granted under the Plan.
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         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.

         (b) Termination.  No awards shall be made under the Plan after December
31, 1997.