Exhibit 4



EXHIBIT 4.3


THE PEPSICO
401(k) PLAN
FOR SALARIED EMPLOYEES




As Amended and Restated

                                Effective April 1, 2000, Except as Otherwise Noted

                                     (With Amendments Through January 1, 2002)




(Known as the PepsiCo 401(k) Plan for Periods Prior to January 1, 2002)




TABLE OF CONTENTS

	 	 	 
	PREAMBLE


	ARTICLE I - DEFINITIONS


	ARTICLE II - PARTICIPATION


	 	2.1	COMMENCING PARTICIPATION ON OR AFTER JANUARY 1, 2002
	 	2.1A	COMMENCING PARTICIPATION BEFORE JANUARY 1, 2002
	 	2.2	BREAK IN SERVICE


	
ARTICLE III - CONTRIBUTIONS AND ALLOCATIONS


	 	3.1	CONTRIBUTION ELECTIONS
	 	3.2	PRE-TAX CONTRIBUTIONS
	 	3.3	AFTER-TAX CONTRIBUTIONS
	 	3.4	ROLLOVER CONTRIBUTIONS
	 	3.5	QNECS
	 	3.6	MILITARY LEAVE
	 	3.7	CONTRIBUTIONS SUBJECT TO DEDUCTIBILITY
	 	3.8	ALLOCATION OF CONTRIBUTIONS
	 	3.9	VALUATION; EARNINGS AND LOSSES
	 	3.10	RETURN OF CONTRIBUTIONS


	
ARTICLE IV - INVESTMENTS


	 	4.1	PARTICIPANT INVESTMENT PROVISIONS
	 	4.2	INVESTMENT ELECTIONS
	 	4.3	INVESTMENT FUNDS
	 	4.4	INVESTMENT OF LOAN REPAYMENTS AND RESTORATION OF FORFEITURES
	 	4.5	PEPSICO COMMON STOCK FUND FOR PLAN YEARS ON OR AFTER JANUARY 1, 2002
	 	4.6	PEPSICO COMMON STOCK FUND FOR PLAN YEARS BEFORE JANUARY 1, 2002


	
ARTICLE V - VESTING


	 	5.1	PRE-TAX CONTRIBUTIONS, AFTER-TAX CONTRIBUTIONS, AND ROLLOVER CONTRIBUTIONS
	 	5.2	MATCHING CONTRIBUTIONS
	 	5.3	VESTING UPON RE-EMPLOYMENT AFTER A BREAK IN SERVICE
	 	5.4	FORFEITURES
	 	5.5	ALLOCATION OF FORFEITURES
	 	5.6	RESTORATION OF FORFEITED ACCOUNT


	
ARTICLE VI - IN-SERVICE WITHDRAWALS


	 	6.1	WITHDRAWAL OF AFTER-TAX CONTRIBUTIONS
	 	6.2	WITHDRAWAL OF ROLLOVER CONTRIBUTIONS
	 	6.3	WITHDRAWAL OF MATCHING CONTRIBUTIONS
	 	6.4	WITHDRAWALS OF PRE-TAX CONTRIBUTIONS AND QNECS
	 	6.5	WITHDRAWALS AFTER ATTAINING AGE 59-1/2
	 	6.6	HARDSHIP WITHDRAWALS
	 	6.7	IN-SERVICE WITHDRAWAL PROCEDURES AND RESTRICTIONS


	
ARTICLE VII - LOANS


	 	7.1	GENERAL RULE
	 	7.2	AMOUNT OF LOAN
	 	7.3	INTEREST RATE AND SECURITY
	 	7.4	SOURCE OF LOANS
	 	7.5	REPAYMENT AND TERM
	 	7.6	DEEMED DISTRIBUTIONS
	 	7.7	ADDITIONAL RULES


	
ARTICLE VIII - DISTRIBUTIONS


	 	8.1	ELIGIBILITY FOR DISTRIBUTION UPON SEPARATION FROM SERVICE
	 	8.2	DISTRIBUTIONS UPON RETIREMENT OR DISABILITY
	 	8.3	INSTALLMENT OPTION BEFORE JANUARY 1, 2003 FOR CERTAIN EMPLOYEES
	 	8.4	DISTRIBUTION UPON DEATH
	 	8.5	COMMENCEMENT OF PAYMENTS
	 	8.6	FORM OF PAYMENT
	 	8.7	AMOUNT OF DISTRIBUTION
	 	8.8	CASHOUT DISTRIBUTIONS
	 	8.9	DIRECT ROLLOVERS
	 	8.10	QUALIFIED DOMESTIC RELATIONS ORDERS
	 	8.11	BENEFICIARY DESIGNATION
	 	8.12	INCOMPETENT OR LOST DISTRIBUTEE


	
ARTICLE IX - INVESTMENT OF THE TRUST


	 	9.1	TRUST AGREEMENT
	 	9.2	APPOINTMENT OF INVESTMENT MANAGERS
	 	9.3	INVESTMENT MANAGER POWERS
	 	9.4	POWER TO DIRECT INVESTMENTS
	 	9.5	EXCLUSIVE BENEFIT RULE


	
ARTICLE X - PLAN ADMINISTRATION


	 	10.1	ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION
	 	10.2	ADMINISTRATION
	 	10.3	CLAIMS PROCEDURE
	 	10.4	RECORDS AND REPORTS
	 	10.5	ADMINISTRATIVE POWERS AND DUTIES
	 	10.6	RULES AND DECISIONS
	 	10.7	PROCEDURES
	 	10.8	AUTHORIZATION OF BENEFIT DISTRIBUTIONS
	 	10.9	APPLICATION AND FORMS FOR DISTRIBUTIONS


	
ARTICLE XI - AMENDMENT AND TERMINATION


	 	11.1	AMENDMENT OF THE PLAN
	 	11.2	RIGHT TO TERMINATE THE PLAN OR DISCONTINUE CONTRIBUTIONS
	 	11.3	EFFECT OF TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS
	 	11.4	EFFECT OF A PARTIAL TERMINATION
	 	11.5	PLAN MERGER
	 	11.6	ADDITIONAL PARTICIPATING EMPLOYERS
	 	11.7	WITHDRAWAL OF A PARTICIPATING EMPLOYER


	
ARTICLE XII - MISCELLANEOUS PROVISIONS


	 	12.1	ACTION BY THE COMPANY
	 	12.2	NO RIGHT TO BE RETAINED IN EMPLOYMENT
	 	12.3	NON-ALIENATION OF BENEFITS
	 	12.4	REQUIREMENT TO PROVIDE INFORMATION TO PLAN ADMINISTRATOR
	 	12.5	SOURCE OF BENEFIT PAYMENTS
	 	12.6	CONSTRUCTION
	 	12.7	GOVERNING LAW


	
ARTICLE XIII - LIMITATION ON PRE-TAX CONTRIBUTIONS


	 	13.1	CODE § 402(G) LIMITATION ON PRE-TAX CONTRIBUTIONS
	 	13.2	TREATMENT OF EXCESS DEFERRALS
	 	13.3	COORDINATION WITH OTHER ARRANGEMENTS IN WHICH SALARY IS DEFERRED


	
ARTICLE XIV - NONDISCRIMINATION RULES


	 	14.1	DEFINITIONS APPLICABLE TO THE NONDISCRIMINATION RULES
	 	14.2	ACTUAL DEFERRAL PERCENTAGE TEST
	 	14.3	MORE THAN ONE EMPLOYER-SPONSORED PLAN SUBJECT TO THE ADP TEST
	 	14.4	RECHARACTERIZATION OF PRE-TAX CONTRIBUTIONS
	 	14.5	TREATMENT OF EXCESS CONTRIBUTIONS
	 	14.6	QNECS
	 	14.7	REQUIRED PLAN AGGREGATION FOR PURPOSES OF THE ADP TEST
	 	14.8	REQUIRED PLAN DISAGGREGATION FOR PURPOSES OF THE ADP TEST


	
ARTICLE XV - CODE §415 LIMITATION


	 	15.1	DEFINITIONS APPLICABLE TO THE CODE § 415 LIMITATION
	 	15.2	CODE § 415 LIMITATION ON ANNUAL ADDITIONS
	 	15.3	APPLICABLE REGULATIONS


	
ARTICLE XVI - TOP HEAVY PROVISIONS


	 	16.1	DEFINITIONS APPLICABLE TO THE TOP HEAVY PROVISIONS
	 	16.2	APPLICATION OF ARTICLE XVI
	 	16.3	MINIMUM VESTING
	 	16.4	MINIMUM CONTRIBUTIONS


	 	

APPENDIX




	
ARTICLE A - MERGER OF SAVEUP PLAN


	 	A.1	SCOPE
	 	A.2	TRANSFER OF ACCOUNTS AND ELECTIONS:
	 	A.3	CONVERSION OF PRE-TAX CONTRIBUTION ELECTIONS:
	 	A.4	BLACKOUT PERIODS:
	 	A.5	TRICON COMMON STOCK FUND:
	 	A.6	VALUATION OF THE LASALLE INCOME PLUS FUND:
	 	A.7	NONDISCRIMINATION RULES:


	
ARTICLE B -  SPINOFF OF HOURLY PLAN


	 	B.1	SCOPE
	 	B.2	TRANSFER OF PARTICIPATION, ACCOUNTS AND ELECTIONS
	 	B.3	BLACKOUT PERIODS


	
ARTICLE C -  MERGER OF QUAKER PLAN


	 	C.1	SCOPE
	 	C.2	DEFINITIONS
	 	C.3	TRANSFER OF PARTICIPATION, ACCOUNTS AND ELECTIONS
	 	C.4	BLACKOUT PERIODS
	 	C.5	CONVERSION OF HCE ELECTIONS
	 	C.6	PARTICIPATION OF PART-TIME EMPLOYEES
	 	C.7	INVESTMENT ELECTION INCREMENTS
	 	C.8	ESOP PREFERRED STOCK FUND
	 	C.9	LOANS
	 	C.10	IN-SERVICE WITHDRAWALS AFTER ATTAINING AGE 59-1/2
	 	C.11	PARTIAL DISTRIBUTIONS
	 	C.12	INSTALLMENTS PAYMENTS FOR CERTAIN PARTICIPANTS
	 	C.13	QJSA DISTRIBUTION OPTIONS RELATING TO CERTAIN PARTICIPANTS
	 	C.14	QPSA DISTRIBUTION OPTIONS
	 	C.15	RICHARDSON AND SNYDER PLANS
	 	C.16	GOLDEN GRAIN PLAN






PEPSICO 401(k) PLAN

FOR SALARIED EMPLOYEES


PREAMBLE


The PepsiCo 401(k) Plan for
Salaried Employees (“Plan”) permits eligible employees to defer
receipt of a portion of their compensation on a pre-tax basis in order to
promote retirement savings. The Plan provides for distributions in the event of
termination of employment. In addition, withdrawals are permitted in certain
circumstances and loans are available to certain participants. The Plan consists
of a profit-sharing plan containing a cash or deferred arrangement that is
intended to meet the requirements for qualification and tax-exemption under Code
§§ 401(a) and 401(k). Effective as of January 1, 2002, the Plan also
consists of an employee stock ownership plan (the “ESOP”) that is
intended to qualify as a stock bonus plan under Code § 401(a) and an
employee stock ownership plan under Code § 4975(e)(7) and ERISA §
407(d)(6). The ESOP shall consist of the portion of the Plan which, as of any
applicable date, is invested in (i) that part of the PepsiCo Common Stock Fund
allocated to the ESOP Subfund, or (ii) the PepsiCo ESOP Preferred Stock Fund
described in the Appendix. Both the ESOP portion of the Plan and the
profit-sharing portion of the Plan are intended to constitute a single plan
under Treas. Reg. § 1.414(l)-1(b)(1). 


The Plan was originally  established for the benefit of the Employees of Tropicana  Products,  Inc.  ("Tropicana"),
in connection  with the sale of Tropicana to PepsiCo Inc.  ("PepsiCo") by Seagram  Enterprises,  Inc. on August 25,
1998 (the "Closing").


From the Closing through
September 30, 1999, this Plan was known as the “Tropicana Retirement
Savings and Investment Plan.” Effective October 1, 1999, the Plan’s
name changed to the PepsiCo 401(k) Plan, a new recordkeeper was appointed, and
certain modifications related to the change in recordkeeper were adopted. 


On April 1, 2000, the
PepsiCo Long Term Savings Program was merged into this Plan. Except as otherwise
noted herein, this amendment and restatement reflects the terms of the Plan
immediately after this merger and shall govern the rights of Participants and
Beneficiaries (and of those claiming through or on behalf of such individuals)
from and after the merger date. The determination of rights as of any prior time
shall be governed by the prior documents for the Plan and the PepsiCo Long Term
Savings Program. 


Effective as of the
beginning of the day on January 1, 2002 (the “Spinoff Time”), a
portion of this Plan was spun off (the “Spinoff”) to form a new
retirement plan referred to as the PepsiCo 401(k) Plan for Hourly Employees
(“Hourly Plan”). For those Participants remaining in this Plan after
the Spinoff, this Plan is amended effective immediately after the Spinoff and is
renamed the PepsiCo 401(k) Plan for Salaried Employees. The PepsiCo 401(k) Plan
for Salaried Employees together with the PepsiCo 401(k) Plan for Hourly
Employees shall be referred to collectively after the Spinoff as the PepsiCo
401(k) Plan. From and after the Spinoff Time, the rights and benefits of
individuals who were transferred to the Hourly Plan as a result of the Spinoff
shall be governed by the applicable provisions of the Hourly Plan (except for
any period thereafter that they become once again a Participant in this Plan). 


Effective immediately after
the Spinoff on January 1, 2002, the Quaker 401(k) Plan for Salaried Employees
(“Quaker Plan”) was merged into this Plan. This document has been
amended to reflect the merger of the Quaker Plan. The determination of rights of
Quaker Plan participants and beneficiaries (and of those claiming through or on
behalf of such individuals) as of any time prior to the merger shall be governed
by the prior documents for the Quaker Plan. 


The rights and benefits of
any individual who ceases to be a participant (and of anyone claiming through or
on behalf of such individual) in this Plan shall be determined in accordance
with the provisions of this Plan in effect not later than the date such
individual ceases to be a participant in this Plan unless otherwise specified in
the Plan or required by law. 


ARTICLE I -
DEFINITIONS


Where the following,  boldfaced  words and phrases appear in this Plan with initial  capitals,  they shall have the
meaning set forth below.


	 	 	 	 
	1.1	“Account“ means
the sum of a Participant's  After-tax  Contributions Account, Prior Matching
Contributions Account, Pre-tax Contributions Account, Rollover Contributions Account and QNECs Account,
which sum constitutes the Participant’s total interest in the Trust.


	1.2	
“After-tax Contributions” means after-tax contributions
made to the Plan by a Participant pursuant to an after-tax contribution election
that was allowed under the Plan prior to the Effective Date.

 
	1.3	“After-tax Contributions Account” means the separate
subaccount of a Participant’s Account to which Participant’s After-tax
Contributions and any income, expense, gain or loss thereon are credited.



	1.4	
“Beneficiary” means the person designated by a
Participant on the Beneficiary Designation Form or such other person who becomes
entitled to a benefit under the Plan in accordance with Section 8.11.



	1.5	
“Beneficiary Designation Form” means a form prescribed
by the Plan Administrator for designating Beneficiaries (and any form authorized
for use under any predecessor plan that is accepted by the Plan Administrator).



	1.6	
“Board” means the Board of Directors of the
Company.


	1.7	
“Borrower” means a Participant who has made an
application for or who has received a loan from the Plan in accordance with
Section 7.1. 


	1.8	
“Break in Service” means the period commencing on the
Participant’s Service Cutoff Date and ending on the Participant’s
Reemployment Commencement Date, except that a Break in Service shall not include
any period of time when an individual is not an Employee because he or she is
serving in the uniformed services of the United States if the individual seeks
reinstatement as an Employee while his or her reemployment rights are protected
by law. The defined term “Break in Service” is used solely for
purposes of determining vesting.


	1.9	
“Code” means the Internal Revenue Code of 1986, as
amended.


	1.10	
“Company” means PepsiCo,  Inc., a corporation  organized and existing under the laws of the State of North
         Carolina or its successor or successors.


	1.11	
“Compensation” means one of the following, depending on the
context:


	 	(a)	
For purposes of the Actual Deferral Percentage test in Article XIV and
the Actual Contribution Percentage test in Section A.7 of Article A, any
definition of compensation permissible under Code § 414(s), as chosen by
the Plan Administrator for each Plan Year.


	 	(b)	
For purposes of  determining  a Highly  Compensated  Employee in Section  1.30,  compensation  as
defined in Treas. Reg.ss.1.415-2(d)(2) and (d)(3).


	 	(c)	
For all other purposes, an Employee’s W-2 wages as reported or
reportable, but including elective contributions that are made by an Employer
that are not includible in gross income under Code §§ 125, 402(g)(3)
and 132(f)(4) (and determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed).


	 	Notwithstanding the above, a Participant’s Compensation for a Plan Year shall not exceed:
(i) as of the Effective Date, $170,000; (ii) for Plan Years beginning on or
after January 1, 2002, $200,000; and (iii) notwithstanding the preceding, such
higher dollar amount as may permissibly apply for a Plan Year pursuant to
adjustments in the dollar limitation under Code § 401(a)(17) announced by
the Secretary of the Treasury. In the case of a Plan Year of less than 12
months, the limitation specified in the previous sentence shall be adjusted by
first dividing the limit by 12 and then multiplying the resulting quotient by
the number of months in the Plan Year. An Eligible Employee’s Contribution
Election is expressed as a percentage of “Salary” and not as a
percentage of “Compensation.”


	1.12	
“Contribution Election” means the election made by an
Eligible Employee or Participant selecting the percentage of annual Salary to be
deferred and contributed to the Plan by the Employer as a Pre-tax Contribution.



	1.13	
“Disability” means a total physical or mental disability,
as evidenced by (a) receipt of a Social Security disability pension, or (b)
receipt of disability payments under the Employer’s long-term disability
program. With respect to (a) above, the receipt of a Social Security disability
pension shall not be deemed to occur prior to the time the Plan Administrator
has received written notice from the Participant that he or she is receiving
such disability pension.


	1.14	
“Effective Date” means April 1, 2000, the date that the
PepsiCo Long Term Savings Program merged into the Plan. Certain identified
provisions are effective on different dates, as noted herein.


	1.15	
“Eligible Employee” means a Salaried Employee, P-Group
Employee or Transportation Employee (for periods prior to January 1, 2002, any
“Employee”) who is described in subsection (a) below and who is not
excluded pursuant to subsection (b) below.


	 	(a)	
Each Salaried Employee, P-Group Employee or Transportation Employee (for
periods prior to January 1, 2002, any “Employee”) who is classified as
being in the employ of an Employer and who is paid some or all of his or her
cash remuneration from a U.S. payroll.


	 	(b)	
Notwithstanding  the  foregoing,  the following  Employees  are excluded from
the term  “Eligible Employee”:


	 	 	(i)	
Effective as of January 1, 2002, any Hourly Employee;


	 	 	(ii)	
Employees included in a unit of employees covered by a collective  bargaining  agreement
between  the  Employer  and  their  employee  representatives,  unless  such  collective
bargaining agreement provides for participation in the Plan;


	 	 	(iii)	
Employees who are eligible to  participate  in one or more  employee  benefit plans of a
third party with whom an Employer has  contracted  for the  provision of the  Employees’
services;



	 	 	(iv)	
Any  individual  classified  by an Employer as a leased  employee  within the meaning of
Code §414(n)(2) or (o);


	 	 	(v)	
Any individual classified by an Employer as a student intern or cooperative student;


	 	 	(vi)	
Employees  assigned to work  primarily in the U.S. on an  inpatriate  package  (unless a
U.S. citizen or a U.S. lawful permanent resident);


	 	 	(vii)	
Employees  assigned to work  primarily  outside the U.S.  unless-- (A)  classified by an
Employer as eligible for U.S. flexible  benefits,  and (B) either a U.S. citizen or U.S.
lawful permanent resident; and


	 	 	(viii)	
Any individual classified by an Employer as an independent contractor.


	 	
For purposes of  subsections  (b)(vi) and  (b)(vii),  whether an Employee is a lawful  permanent  resident
shall be based on the Plan  Administrator's  good  faith  determination  of the  Employee's  status  under
United States  immigration  law. For purposes of this Section,  it is expressly  intended that individuals
whom an  Employer  classifies  as  independent  contractors  (under  subsection  (b)(viii))  and any other
individual  otherwise  not  classified  as an  Eligible  Employee  under  this  Section  are not  Eligible
Employees (and  therefore they may not become  Participants)  until the Plan  Administrator  affirmatively
changes  their  classification.  Therefore,  an  independent  contractor  or any other  individual  who is
reclassified  by a  court,  administrative  agency,  governmental  unit,  tribunal  or  other  party as an
Eligible Employee will  nevertheless not be considered an Eligible  Employee  hereunder for periods before
the  Plan  Administrator   implements  the  reclassification   decision,  even  if  the  decision  applies
retroactively.


	1.16	
“Eligible Retirement Plan” means:


	 	(a)	
For Plan Years beginning before January 1, 2002, an individual retirement
account described in Code § 408(a), an individual retirement annuity
described in Code § 408(b), an annuity plan described in Code § 403(a)
or a qualified trust described in Code § 401(a); provided,
however, with respect to a Participant’s Surviving Spouse, an
Eligible Retirement Plan shall be only an individual retirement account or
individual retirement annuity; and


	 	(b)	
For Plan Years beginning on or after January 1, 2002, an individual
retirement account described in Code § 408(a), an individual retirement
annuity described in Code § 408(b), an annuity plan described in Code
§ 403(a), a qualified trust described in Code § 401(a), an annuity
contract described in Code § 403(b) and an eligible plan under Code §
457(b), which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and
which agrees to separately account for amounts transferred into such plan from
this Plan.


	 	The
definition of an “Eligible Retirement Plan” in this subsection shall
also apply in the case of a distribution to a spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
§ 414(p).


	1.17	
“Eligible  Rollover  Distribution”means  any  distribution  under  the Plan of all or any  portion  of a
Participant's Account, other than:


	 	(a)	
A distribution that is one of a series of substantially equal periodic payments (made not less frequently than annually) made for the life (or life expectancy) of the Participant (or the
Participant’s Surviving Spouse) or the joint lives (or joint life
expectancies) of the Participant (or the Participant’s Surviving Spouse)
and the Participant’s (or the Participant’s Surviving Spouse’s)
designated beneficiary;


	 	(b)	
A distribution for a specified period of ten years or more;


	 	(c)	
A distribution required under Code §401(a)(9);


	 	(d)	
A hardship distribution described in Code §401(k)(2)(B)(i)(IV); or


	 	(e)	
The portion of any distribution in excess of the amount that would beincludible in gross income were it not rolled over to an Eligible Retirement
Plan (disregarding for this purpose, the exclusion from income applicable to net
unrealized appreciation when employer securities are
distributed).


	 	
For Plan Years beginning on or after January 1, 2002, a portion of a distribution
shall not fail to be an “Eligible Rollover Distribution” merely
because the portion consists of After-tax Contributions which are not includible
in gross income. However, such portion may be transferred only to an individual
retirement account or annuity described in Code § 408(a) or (b), or to a
qualified defined contribution plan described in Code § 401(a) or 403(a)
that agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is includible
in gross income and the portion of such distribution which is not so includible.


	1.18	“Employee” means any individual who is employed by an
employer within the PepsiCo Organization regardless of whether the individual is
an Eligible Employee or a leased employee within the meaning of Code
§§ 414(n)(2) or 414(o) (but excluding persons who are leased employees
described in Code § 414(n)(5)). If a former Employee’s termination of
employment did not constitute a separation from service (separation from
employment, effective as of February 1, 2002), within the meaning of Code
§ 401(k)(2)(B)(i)(I), such individual shall be treated as an Employee
for purposes of the withdrawal provisions of Article VI and the loan provisions
of Article VII.


	1.19	
“Employer”  means the  Company  and any  subsidiary  which is  authorized  by the  Company to  participate
herein.


	1.20	
“Employment Commencement Date” means the date on which
the Employee first performs an hour of service for which the Employee is paid or
entitled to payment for the performance of duties for the Employer or any other
employer within the PepsiCo Organization.


	1.21	
”ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


	1.22	
“Excess Aggregate Contributions” means, with respect to
any Plan Year beginning prior to the Effective Date, the amount of After-tax
Contributions contributed by a Highly Compensated Employee in excess of the
limits set forth in Section A.7 of Article A of the Appendix.


	1.23	
“Excess Annual Additions” means Annual Additions, as
defined in Section 15.1(a), that exceed the Code § 415 limitation on Annual
Additions.


	1.24	
 “Excess Contributions” means, with respect to any
Plan Year, the aggregate amount of Pre-tax Contributions paid to the Trustee for
a Plan Year on behalf of Highly Compensated Employees in excess of the limits
set forth in Section 14.2 and Section A.7(g) of Article A of the Appendix.


	1.25	
“Excess Deferrals” means, with respect to any Plan Year,
the aggregate amount of Pre-tax Contributions contributed on behalf of
Participants in excess of the Code § 402(g) limitation set forth in Section
13.1.


	1.26	
“Fiduciaries” means


	 	(a)	
the named fiduciaries as defined in § 402 of ERISA who shall be the Company
(but solely with respect to its power to designate other Fiduciaries), the Plan
Administrator and the Trustee; and


	 	(b)	Other parties designated as fiduciaries, as defined in § 3(21) of
ERISA, by such named fiduciaries in accordance with the terms of the Plan and
the Trust Agreement;


	 	
provided that a party shall be a Fiduciary only with respect to its specific
responsibilities in connection with the Plan and Trust.


	1.27	
“Five-percent Owner” means with respect to a corporation,
any person who owns (or is considered as owning within the meaning of Code
§ 318) more than 5% of the outstanding stock of the corporation, or stock
possessing more than 5% of the total voting power of the corporation.


	1.28	
“Five Year Break in Service” means a Break in Service of
60 consecutive months. The defined term “Five Year Break in Service”
is used solely for purposes of determining vesting.


	1.29	
“Full-Time Employee” means an Employee who is not a Part-Time Employee.


	1.30	
“Highly  Compensated  Employee”  means any employee of the PepsiCo  Organization  (whether or not eligible
for membership in the Plan) who:


	 	(a)	
Was a five  percent  owner  (as  defined  in Code § 416(i))  for the Plan Year or the prior  Plan
                  Year, or


	 	(b)	
Received Compensation in excess of:


	 	 	(i)	
As of the Effective Date, $80,000 during the preceding Plan Year;


	 	 	(ii)	
For Plan  Years  beginning  on or after  January  1, 2001 and  before  January  1, 2003;
$85,000 during the preceding Plan Year;


	 	 	(iii)	
For Plan Years  beginning  on or after  January 1, 2003;  $90,000  during the  preceding
Plan Year; and


	 	 	(iv)	
Notwithstanding  the above,  such other amount as may apply for a Plan Year  pursuant to
adjustments  in the  compensation  amount  under Code  §414(q)(1)(B)  announced  by the
Secretary of Treasury.


	 	
Notwithstandingthe foregoing, employees who are nonresident aliens and who receive no earned
income from any employer within the PepsiCo Organization which constitutes
income from sources within the United States shall be disregarded for all
purposes of this Section.


	1.31	
“Hour of Service” means, with respect to any applicable computation period,


	 	(a)	
Each hour for which the  Employee is paid or entitled  to payment for the  performance  of duties
for the Employer or any other employer within the PepsiCo Organization;


	 	(b)	
Each hour for which the Employee is paid or entitled to payment by the
Employer or any other employer within the PepsiCo Organization on account of a
period during which no duties are performed, whether or not the employment
relationship has terminated, due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of absence,
but not more than 501 hours for any single continuous period;


	 	(c)	
Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer or any other employer within the
PepsiCo Organization, excluding any hour credited under subsection (a) or (b),
which shall be credited to the computation period or periods to which the award,
agreement or payment pertains rather than to the computation period in which the
award, agreement or payment is made;


	 	(d)	Solely for purposes of determining whether an Employee has incurred a One
Year Break in Service under Section 1.40(a), each hour for which an Employee
would normally be credited under subsection (a) or (b) above during a period of
parental leave but not more than 501 hours for any single continuous period.
However, the number of hours credited to an Employee under this subsection (d)
during the computation period in which the parental leave began, when added to
the hours credited to an employee under subsections (a) through (c) above during
that computation period, shall not exceed 501. If the number of hours credited
under this subsection (d) for the computation period in which the parental leave
began is zero, the provisions of this subsection (d) shall apply as though the
parental leave began in the immediately following computation period. For this
purpose, a parental leave means a period in which the Employee is absent from
work immediately following his or her active employment because of the
Employee’s pregnancy, the birth of the Employee’s child or the
placement of a child with the Employee in connection with the adoption of that
child by the Employee, or for purposes of caring for that child for a period
beginning immediately following such birth or placement; and


	 	(e)	Solely for purposes of determining whether an Employee has incurred a One
Year Break in Service under Section 1.40(a), each hour for which an Employee
would normally be credited under subsection (a) or (b) above, and not otherwise
credited under subsection (d) above, during a period of unpaid leave for the
birth, adoption or placement of a child, to care for a spouse or an immediate
family member with a serious illness or for the Employee’s own illness
pursuant to the Family and Medical Leave Act of 1993 and its regulations.


	 	
Hours of Service to be credited to an individual under subsections (b), (c), (d) and
(e) above will be calculated by the Plan Administrator by reference to the
individual’s most recent work schedule (or at the rate of ten hours per day
in the event the Plan Administrator is unable to establish such schedule). No
hours shall be credited on account of any period during which the Employee
performs no duties and receives payment solely for the purpose of complying with
unemployment compensation, workers’ compensation or disability insurance
laws. The Hours of Service credited shall be determined as required by Title 29
of the Code of Federal Regulations, §§ 2530.200b-2(b) and (c), and the
rules set forth in such Sections are hereby incorporated by reference.


	1.32	
“Hourly  Employee” means any Employee who is not a Salaried
Employee,  P-Group Employee or Transportation Employee.


	1.33	
“Hourly Plan” means the PepsiCo 401(k) Plan for Hourly
Employees, a plan spun off from this Plan, effective as of the beginning of the
day on January 1, 2002, as amended and restated from time to time. 


	1.34	
“Investment Committee” means the investment committee
named by the Company’s board of directors (which has fiduciary
responsibility for certain matters as provided in Section 1.50).


	1.35	
“Investment Election” means the election by which a
Participant directs the investment of his or her Account in accordance with
Section 4.2.


	1.36	“Investment Fund” or “Fund” means any of
the funds described in Article IV into which a Participant (or another
authorized party) may direct the Trustee to invest the Participant’s
Account. Following the Participant’s death, the Participant’s
Beneficiary shall be the authorized party. In addition, to the extent provided
herein, the Plan Administrator shall be an authorized party.


	1.37	
“Nonelective  Contributions” means a contribution  made by the
Employer to the Plan that is not a Pre-tax Contribution.


	1.38	
“Non-highly Compensated Employee” means an Employee who is not
a Highly Compensated Employee.


	1.39	
“Normal Retirement Age” means age 65.


	1.40	
“One Year Break in Service” means:


	 	(a)	With respect to determining an Employee’s Years of Eligibility
Service and eligibility to participate, a Plan Year (after the Plan Year
containing the Employee’s Start Date) during which the Employee is credited
with 500 or less Hours of Service, provided that the Employee has a Separation
from Service during such Plan Year or the immediately prior Plan Year; and


	 	(b)	
With respect to  determining  an Employee's  Years of Vesting  Service,  a Break in Service of 12
consecutive months.


	1.41	
“Participant” means an individual who has commenced
participation in the Plan, but has not terminated participation as each is
determined under Section 2.1 (or Section 2.1A).


	1.42	
“Participant Response System” means the participant
response system established by the Company that permits Participants to manage
their Account and communicate with the Plan Administrator or the Trustee,
including the ability to change their Contribution Elections (in accordance with
Section 3.1(c)) and Investment Elections (in accordance with Section 4.2),
to apply for a loan in accordance with Article VII, to commence participation in
the Plan (in accordance with Section 2.1 or 2.1A), to apply for an in-service
withdrawal (in accordance with Article VI), and to request a distribution (in
accordance with Article VIII). As determined by the Plan Administrator, this
system may take any form, and different forms may be used for different purposes
or different groups of Participants (e.g., an interactive telephone voice
response system, a paper document system, an internet site, an intranet site, or
an e-mail protocol). Unless the Participant uses a form that is specifically
permitted by the Plan Administrator for the purpose in question, the
Participant’s communication shall not be deemed to be made through the
Participant Response System.


	1.43	
“Part-Time Employee” means any Employee who, on the basis
of his or her regular, stated work schedule, is classified as a part-time
employee by his or her Employer.


	1.44	
“PepsiCo 401(k) Plan” means immediately after the Spinoff
Time both this Plan and the Hourly Plan, collectively. Prior to the Spinoff
Time, this Plan was known as the PepsiCo 401(k) Plan.


	1.45	
“PepsiCo Organization” means the controlled group of
organizations of which the Company is a part, as defined by Code § 414 and
regulations issued thereunder. An entity shall be considered a member of the
PepsiCo Organization only during the period it is one of the group of
organizations described in the preceding sentence.


	1.46	
“Period of Service” means the period commencing on the
Employee’s Employment Commencement Date or Reemployment Commencement Date
and ending on the next Service Cutoff Date. Periods of Service shall include
years and completed months.


	1.47	
“Period of Severance” means the period of time commencing
on an Employee’s Service Cutoff Date and ending on the date an Employee
again performs an hour of service for which the Employee is paid or entitled to
payment for the performance of duties for the Employer or any other employer
within the PepsiCo Organization. The defined term “Period of
Severance” is used solely for purposes of determining vesting.


	1.48	
“P-Group Employee” means any Employee who is classified
by the Plan Administrator as being employed by an Employer included in the
P-Group. For purposes of this Section, “P-Group” means the Employers
that the Plan Administrator determines, as of any time, are the members of such
group based on the then current organizational structure of the Company. As of
January 1, 2002, the following Employers are included in the P-Group: the
Corporate division of PepsiCo, Inc., Pepsi-Cola North America, Pepsi-Cola
International and Frito-Lay International.


	1.49	
“Plan” means this Plan, the PepsiCo 401(k) Plan for
Salaried Employees, previously known as the PepsiCo 401(k) Plan for periods
prior to January 1, 2002, as it may be amended and restated from time to time.


	1.50	“Plan Administrator” means the Administration Committee
appointed by the Company’s Board of Directors, except that the Investment
Committee shall be the Plan Administrator with respect to those matters that are
assigned to the Investment Committee pursuant to the direction of the
Company’s Board (and as reflected in the Investment Committee’s
charter). As Plan Administrator, the Administration Committee and the Investment
Committee shall have authority to administer the Plan as provided in Article X.
If, at any time, the Company’s Board has not named an Administration
Committee or an Investment Committee, and no successor has been named, then the
Company shall be the Plan Administrator for the applicable purpose. The Plan
Administrator may interact with Participants and Beneficiaries through the party
currently designated as recordkeeper for the Plan. Therefore, to the extent
authorized by the Plan Administrator, any communication by a Participant or
Beneficiary with such recordkeeper shall be deemed to be a communication with
the Plan Administrator, and any communication by the recordkeeper with a
Participant and Beneficiary shall be deemed to be a communication by the Plan
Administrator.


	1.51	
“Plan Sponsor” means the Company.


	1.52	
“Plan Year” means the calendar year.


	1.53	
“Pre-merger Plan” means the PepsiCo 401(k) Plan for periods before the Effective Date.


	1.54	
“Pre-tax  Contributions”  means contributions made by an Employer on behalf of a Participant in accordance
with his or her Contribution Election pursuant to Article III.


	1.55	
“Pre-tax Contributions Account” means the separate
subaccount of a Participant’s Account to which Pre-tax Contributions and
any income or loss thereon are credited.


	1.56	
“Principal Residence Loan” means a loan which is made to
a Participant by the Plan, in accordance with Section 7.5, to acquire or
construct any dwelling unit which, within a reasonable time will be used (such
use to be determined at the time the loan is made) as the principal residence of
the Participant.


	1.57	
“Prior Matching Contributions Account” means the separate
subaccount of a Participant’s Account which reflects the amount
attributable to a Participant’s matching contributions (made to the Trust
on behalf of Participants prior to January 1, 2000) and earnings and losses
thereon.


	1.58	
“QNECs” means Nonelective Contributions: (a) in which a
Participant is 100% vested, as of the date they are allocated, (b) which may not
be distributed to a Participant except on account of Participant’s
Retirement, death, Disability or Separation from Service; and (c) which the
Employer chooses to treat as Pre-tax Contributions in accordance with Section
14.6.


	1.59	
“QNECs Account” means the separate subaccount of a
Participant’s Account to which the Participant’s QNECs and any income
or loss thereon are credited.


	1.60	
“Quaker Employee” means an Employee of The Quaker Oats
Company, a New Jersey corporation, or another unit or working group of the
PepsiCo Organization that is classified as part of the Quaker business.


	1.61	
“Reemployment Commencement Date” means the date on which
an Employee first performs an hour of service (for which the Employee is paid or
entitled to payment for the performance of duties for the Employer or any other
employer within the PepsiCo Organization) following a Period of Severance.


	1.62	
“Retirement” means Separation from Service after a Participant has attained at least age 55.



	1.63	
“Rollover  Contributions”  means a  contribution  made in  accordance  with  Section  3.4,  by an Eligible
Employee or a Participant to the Plan:


	 	(a)	
Which consists only of the taxable portion of a cash distribution from
–


	 	 	(i)	a qualified plan under Code § 401(a),




	 	 	(ii)	 a qualified annuity
under Code § 403(a), or 


	 	 	(iii)	for Plan Years beginning on or after January
1, 2002, an annuity contract under Code § 403(b)
and an eligible plan under Code § 457(b), which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state;


	 	(b)	
Which is an “eligible rollover distribution” as defined in Code §402(c)(4); and


	 	(c)	
Which (if the distribution  was received by the Eligible  Employee or Participant) is contributed
to the Plan not later than 60 days after such receipt.


	 	
For Plan Years beginning before January 1, 2002, amounts originally from an eligible
source that are contained in an individual retirement account (“IRA”)
may not be rolled over from the IRA if the IRA contains any funds derived from
sources other than a tax-free rollover from a qualified plan under Code §
401(a). For Plan Years beginning on or after January 1, 2002, the Plan will
accept a Rollover Contribution of a distribution from an IRA or an individual
retirement annuity described in Code § 408(a) or 408(b) that is eligible to
be rolled over and would otherwise be includible in gross income.


	1.64	
“Rollover Contributions Account” means the separate
subaccount of a Participant’s Account or an Account established on behalf
of an Eligible Employee to which Rollover Contributions and any income or loss
thereon are credited.


	1.65	
“Salaried Employee” means any Employee (other than a
P-Group Employee) who is determined, as of such time, by the Plan Administrator
to be in a salaried classification.


	1.66	
“Salary”  means the  compensation  described in  subsection  (a),  (b),  (c), (d) or (e) below  (whichever
         applies), subject to the special rules in subsection (f):


	 	(a)	
For Tropicana  Employees,  compensation  paid to an employee that is designated as base salary by
the Employer, increased by (but only to the extent not already included) any
salary reduction pursuant to Section 3.1, Code §132(f)(4) or a cafeteria
plan under Code §125, overtime, commissions, shift differentials, amounts
deferred under any qualified elective deferred compensation arrangement
(qualified or nonqualified, effective January 1, 2002) for the Plan Year in
which such amount would have been payable, holiday pay, disability pay (other
than long-term disability payments), grievance pay, funeral pay, jury duty pay,
military leave pay, salary adjustment pay, retro-pay, short-term incentive
awards, MIP awards, performance bonuses, PFP awards, start-up pay, route
commissions, supervisor’s overtime, on call pay, sick leave pay, vacation
pay, personal pay, birthday pay, lead pay, parental pay, but excluding
tips, reimbursements or other expense allowances, fringe benefits (cash and
noncash), moving expenses, deferred compensation, welfare benefits, non-cash
remuneration, workers’ compensation accruals, remuneration paid in currency
other than U.S. dollars, severance or separation pay (whether paid before or
after a Participant’s Separation from Service), amounts paid under any
long-term incentive plan, payments from awards or recognition programs and
incentive payments not provided pursuant to a regular incentive plan, tax
protection payments or foreign service over base allowances or premiums,
retirement bonuses, contributions (except for Pre-tax Contributions and
contributions to a nonqualified deferred compensation plan or program) to and
benefits and distributions under the Plan or under any employee benefit plan or
any plan or program of deferred compensation, including without limitation any
pension, profit sharing, stock bonus, employee stock ownership, stock option or
stock incentive plan or program, or dividends paid on any common stock of the
Employer included within or issued under any such plan or program, and stock
options or income or gains from the exercise thereof.


	 	(b)	
For all Quaker Employees, Salary for Plan Years beginning on or after
January 1, 2002 shall mean compensation paid to an employee that is designated
as salary, overtime pay, sales incentives, commissions and cash bonuses,
increased by (but only to the extent not already included) any salary
reduction pursuant to Section 3.1, Code § 132(f)(4) or a cafeteria plan
under Code § 125, short term disability pay and amounts deferred under
any deferred compensation arrangement (qualified or nonqualified) for the Plan
Year in which such amount would have been payable, but excluding special
allowances and ad hoc variable pay (including premiums, allowances, subsidies
and tax equalization payments to or for the benefit of expatriates), pay for
inactive service, and any benefit (other than short term disability payments)
paid or made available under this Plan or any other employee benefit plan
maintained by an Employer.


	 	(c)	
For all Snack and Soft Drink Employees, Salary for Plan Years beginning
on or after January 1, 2001 shall mean compensation paid to an employee that is
designated as base salary by the Employer, increased by (but only to the
extent not already included) any salary reduction pursuant to Section 3.1, Code
§132(f)(4) or a cafeteria plan under Code §125, overtime pay,
commission payments, regular bonuses, amounts deferred under any elective
deferred compensation arrangement (qualified or nonqualified) for the Plan Year
in which such amount would have been payable, and for transportation employees
only, production-based compensation as determined by the Plan Administrator
(including amounts paid per mile, carton or item and amounts paid for loading or
other additional duties); but excluding benefits and distributions under
the Plan or under any other employee benefit plan (other than short-term
disability) or any plan or program of deferred compensation, including any
pension, profit sharing, stock bonus, employee stock ownership, stock option or
stock incentive plan or program or dividends paid on any common stock of the
Employer included within or issued under any such plan or program, stock options
or income or gains from the exercise thereof (including SharePower), any bonuses
considered extraordinary by the Employer, award payments, expense reimbursement
and allowances, fringe benefits (cash and noncash), lump sum payments made in
connection with an employee’s Separation from Service, and noncash
remuneration.


	 	(d)	 For Snack and Soft Drink Employees employed in the Frito-Lay business,
Salary for Plan Years beginning on the Effective Date and ending December 31,
2000 means the greater of:


	 	 	(i)	
the  Employee’s  current annual pay or guarantee  (excluding  overtime,  bonuses,  shift
premiums, commissions and value pay), or


	 	 	(ii)	
the  Employee's  prior year's  pensionable  earnings (as defined in the defined  benefit
plan applicable to the Employee),


	 	 	
determined as of January 1 of the Plan Year (initially on a projected basis and later on an
adjusted basis) for Employees employed on such date, or on the respective date
of hire for new hires and rehires not employed on January 1 of the Plan Year.


	 	(e)	
For Snack and Soft Drink Employees not employed in the Frito-Lay
business, for Plan Years beginning on the Effective Date and ending December 31,
2000, a Participant’s Salary shall be determined as follows: 


	 	 	(i)	
If the  Participant  was an  Employee  on  the  Salary  determination  date  (or  dates)
designated  by the  Plan  Administrator  for  Employees  employed  by the  Participant’s
division during the Plan Year,  hereinafter  referred to as the determination  date, the
Participant’s  annual base salary and target bonus in effect on the determination  date,
plus annualized  estimates of any overtime,  shift  premiums,  commissions and value pay
(determined  in  accordance  with rules adopted by the Plan  Administrator  from time to
time).


	 	 	(ii)	
If the  Participant  was not an Employee on the  determination  date, the  Participant‘s
annual  base  salary  and  target  bonus in  effect  on his  hire  date  (determined  in
accordance with rules adopted by the Plan Administrator from time to time).


	 	(f)	
Notwithstanding the foregoing provisions of this subsection, the Salary
of each Participant taken into account under the Plan shall not exceed: (A) as
of the Effective Date, $170,000; (B) subject to (C) below, for Plan Years
beginning on or after January 1, 2002, $200,000; and (C) notwithstanding the
foregoing, such higher dollar amount as may permissibly apply for a Plan Year
pursuant to adjustments in the dollar limitation under Code § 401(a)(17)
announced by the Secretary of the Treasury. Effective for Plan Years beginning
on or after January 1, 2002, with respect to an Employee’s Contribution
Election, the Plan shall comply fully with the preceding sentence by not
permitting a Participant to make Pre-tax Contributions in any Plan Year that
exceed an amount equal to the applicable dollar limit (specified in the previous
sentence) times the maximum percentage of Salary that may be deferred under
Section 3.2. For purposes of the first sentence of this subsection, such dollar
limitation shall be applied: (1) for the Plan Year beginning on January 1, 2001,
by considering Plan Year Salary relative to the annual limitation, and (2) from
the Effective Date to December 31, 2000 (i) in the case of Snack and Soft Drink
Employees, by considering pay period Salary relative to the annual limitation
prorated by pay period and (ii) in the case of Tropicana Employees, by
considering Plan Year Salary relative to the annual limitation. In the case of
Employees who transfer from one Employer to another during the year, Salary of
such Employees shall be redetermined at the time of transfer to the extent
provided for in procedures of the Plan Administrator in effect at such time. In
addition, with respect to the Salary of all Snack and Soft Drink Employees:


	 	 	(i)	
For purposes of subsections (c) and (d) above and except for salary reduction
amounts under an Employer’s Benefits Plus program that are used to buy benefits and
amounts contributed under the Plan, Salary shall not include amounts or the
value of benefits received, or deemed received, in connection with any
performance share plan, stock option plan, long-term incentive plan or any
similar plan, or under any pension, welfare benefit or fringe plan maintained by
the Employer, whether such plan is qualified or non-qualified and whether such
amounts are deferred or not deferred.


	 	 	(ii)	
A  Participant’s  annual  Salary  shall be  converted  to  Salary  for a pay  period  by
dividing  such Salary by the number of pay periods  that are  scheduled  to apply to the
Participant for a year.


	1.67	“SaveUp Plan” means the PepsiCo Long Term Savings Plan,
the 401(k) plan that was available to eligible Snack and Soft Drink Employees
prior to the Effective Date, and that was merged into the Plan as of the
Effective Date.


	1.68	
“Seagram  Plan” means the  Retirement  Savings and  Investment  Plan for  Employees of Joseph E. Seagram &
         Sons, Inc. and Affiliates.


	1.69	
“Separation from Service” or “Separates from
Service” means the termination of the Employee’s employment
relationship with the PepsiCo Organization, including by quit, resignation,
discharge, retirement, disability, or layoff. This term shall also include (i)
the cessation of employment in the event of the sale of less than substantially
all of the assets of an Employer, as permitted by Revenue Ruling 2000-27, and
(ii) effective as of February 1, 2002, an Employee’s severance from
employment as provided by Code § 401(k)(2)(B)(i)(I)


	1.70	
“Service Cutoff Date” means the earlier of:


	 	(a)	
The Employee's Separation from Service date, or


	 	(b)	
The first anniversary of the date the Employee is absent from employment
with the PepsiCo Organization for any reason other than a Separation from
Service, such as vacation, holiday, sickness, disability, leave of absence or
layoff.


	 	
The following two sentences shall apply notwithstanding subsection (b) above. In the
case of an Employee who is absent from service beyond the first anniversary of
the first day of absence on account of (i) the Employee’s pregnancy, (ii)
the birth of a child of the Employee, (iii) the placement of a child with the
Employee in connection with the adoption of the child by the Employee, or (iv)
an absence due to the need for caring for such child for a period beginning
immediately following the birth or placement, the Service Cutoff Date shall be
the second anniversary of the first day of such absence. In the case of an
Employee whose Service Cutoff Date would otherwise occur during an FMLA Absence,
the Employee’s Service Cutoff Date shall be delayed just to the extent
required so that it does not occur while the Employee’s FMLA Absence
continues. In applying the two preceding sentences, the period after the first
anniversary of the Employee’s absence shall neither be a Period of Service
nor a period that is part of a Break in Service. The defined term “Service
Cutoff Date” is used solely for purposes of determining vesting.


	1.71	
“Snack and Soft Drink Employee” means an Employee who is
considered to work in: (i) PepsiCo’s corporate area, (ii) Frito-Lay’s
snack business, or (iii) Pepsi-Cola’s soft drink business. The term Snack
and Soft Drink Employee does not include employees who are in a unit or working
group that is classified as part of the Tropicana or Quaker businesses.


	1.72	
“Spinoff” means the transaction occurring at the
beginning of the day on January 1, 2002, pursuant to which the Hourly Plan was
spun off from this Plan.


	1.73	
“Spinoff  Time” means the time that the Hourly Plan was spun off from this Plan,  i.e.,  the  beginning of
         the day on January 1, 2002.


	1.74	
“Spouse” means the person to whom an Employee is lawfully married.


	1.75	
“Start Date” means


	 	(a)	
In connection with an Employee's initial hire, his or her Employment Commencement Date; and


	 	(b)	
In connection with determining an Employee's Plan eligibility after his or her rehire, the date
the Employee is credited following rehire with an Hour of Service (for which the
Employee is paid or entitled to payment for the performance of duties for the
Employer or any other employer within the PepsiCo Organization).


	1.76	
“Surviving Spouse” means the Spouse of a Participant on the date of the Participant's death.


	1.77	
“Transfer  Date”  means  the date that an Hourly  Employee  is  transferred  to a new  classification  and
         thereby becomes a Salaried Employee, P-Group Employee or Transportation Employee.


	1.78	
“Transferred Employee” means an Employee who (i) was
eligible for the Hourly Plan and (ii) thereafter is transferred to a new
classification that causes the Employee to be an Eligible Employee under this
Plan.


	1.79	
“Transportation Employee” means an Employee who is
classified by the Plan Administrator as a long haul transport driver for the
Frito-Lay businesses, or in a similar or related capacity, and who is typically
compensated other than solely at an hourly rate.


	1.80	
“Tropicana  Employee” means an Employee of Tropicana  Products,  Inc., or another unit or working group of
         the PepsiCo Organization that is classified as part of the Tropicana businesses.


	1.81	
“Trust”  means the trust  fund or funds  which  holds the  assets of the Plan and are  established  by the
         Trust Agreement.


	1.82	
“Trust Agreement” means the trust agreement or agreements
entered into between the Company and the Trustee to provide for holding the Plan
assets.


	1.83	
“Trustee” means the individual(s) or corporation(s)
appointed pursuant to the Trust Agreement. The Trustee may be changed from time
to time, including by adoption of a new or amended Trust Agreement. The Trustee
may interact with Participants and Beneficiaries through the party currently
designated as recordkeeper for the Plan. Therefore, to the extent authorized by
the Trustee, any communication by a Participant or Beneficiary with such
recordkeeper shall be deemed to be a communication with the Trustee, and any
communication by the recordkeeper with a Participant and Beneficiary shall be
deemed to be a communication by the Trustee.


	1.84	
“U.S.” or “United States” means the 50 states and the District of Columbia.


	1.85	
“Year of Eligibility  Service” means,  with respect to a Part-Time  Employee,  the completion of at least
         1,000 Hours of Service in either:


	 	(a)	
The 12-month  period of  employment  with the Employer or any other  employer  within the PepsiCo
Organization, whether or not as an Eligible Employee, beginning on the Start Date, or


	 	(b)	
Any Plan Year beginning after that date;


	 	
provided,  however,  that if an Employee is absent from the service of the Employer or any other  employer
within the PepsiCo  Organization  because of service in the uniformed services of the United States and he
or she  returns to service  with an  employer  within the PepsiCo  Organization  having  applied to return
while his or her  reemployment  rights were  protected by law, the absence shall be included in his or her
Eligibility Service.


	1.86	
“Year of Vesting Service” means a twelve consecutive
month Period of Service. The defined term “Year of Vesting Service” is
used only for purposes of applying Section 8.3 and determining
vesting.


	
ARTICLE II - PARTICIPATION


	2.1	Commencing Participation
on or After January 1, 2002.


		
This Section 2.1 shall apply to Plan Years beginning on or after January 1, 2002.


		(a)	
Entry Date for Employees.
An Employee
(other than a Transferred  Employee) shall be eligible to participate in the Plan as
follows:


			(i)	
A  Full-Time  Employee  shall  be  eligible  to  participate  in the  Plan  as  soon  as
administratively practicable following the latest of (A) the date such Employee performs one Hour
of Service, or (B) the date such Employee becomes an Eligible Employee. However,
the date that a Full-Time Employee is eligible to participate in the Plan shall
not be later than three months after such latest date.


			(ii)	
A Part-Time  Employee shall be eligible to participate in the Plan upon the first  January 1 or July 1  following the later of: (A) his
or her completion of one Year of Eligibility Service, or (B) his or her becoming an Eligible Employee.


		(b)	
Entry Date for Transferred Employees. A Transferred Employee who
qualifies as (1) a Full-Time Employee shall be eligible to participate hereunder
as soon as administratively practicable following his or her Transfer Date, and
(2) a Part-Time Employee shall be eligible to participate in the Plan as of the
later of: (A) as soon as administratively practicable after his or her Transfer
Date, or (B) the first January 1 or July 1 following his or her
completion of one Year of Eligibility Service. The following shall apply to each
Transferred Employee:


			(i)	A Transferred Employee’s account balance
under the Hourly Plan (including any outstanding
loans) shall be transferred to this Plan as soon as practicable following his or
her Transfer Date, and this shall become the Transferred Employee’s initial
Account balance under this Plan; and


			(ii)	
To the extent required by law, a Transferred  Employee’s  period of service under the Hourly Plan shall be transferred to this Plan and
shall be  recognized  and taken into  account  under this Plan as of the  Transfer  Date for all purposes  (including  eligibility  and
vesting) as service under this Plan.


		(c)	
Start of Plan  Participation.  The date that an Employee  becomes a  Participant  in this Plan is
as follows:


			(i)	
An Eligible  Employee  (including a Transferred  Employee) shall become a Participant in
this Plan once he or she has submitted a Contribution Election and an amount has been
withheld from his or her Salary under the provisions of the Plan.


			(ii)	
A Transferred  Employee whose account balance is transferred from the Hourly Plan to this Plan pursuant to subsection
(b), but who otherwise  does not make a Contribution  Election  under this Plan,  shall only be considered a
Plan Participant with respect to his or her transferred account.


			(iii)	
An Eligible  Employee  (other than a Transferred  Employee) who makes a Rollover  Contribution in accordance with Section 3.4,
but who  otherwise  does not make a  Contribution  Election,  shall only be  considered a Plan  Participant  with respect to his or her
Rollover Contribution.


		(d)	
Eligible  Employee Status. A Participant is permitted to have Pre-tax  Contributions  made to the
Plan on his or her behalf  while (and only  while) the  Participant  is  employed  as an Eligible
Employee.


		(e)	
Resumption of Eligible Employee Status. If a Participant or an
Eligible Employee who had met the applicable eligibility requirements under this
Section 2.1 ceases to be an Eligible Employee (but without a One Year Break in
Service) and again resumes Eligible Employee status, such Participant or
Eligible Employee, as the case may be, may resume or commence having Pre-tax
Contributions made on his or her behalf by contacting the Participant Response
System following his or her return to Eligible Employee status. If any other
person (i.e., one who has not met the applicable eligibility
requirements) or a former participant in the Hourly Plan is re-employed as an
Eligible Employee and:


			(i)	
As a Full-Time  Employee,  he or she shall be eligible to participate  under subsection  (a)(i) above by treating the
Employee’s first Hour of Service following rehire as his or her initial Hour of Service under the Plan; or


			(ii)	
As a Part-Time  Employee (but before a One Year Break in Service),  he or she shall be eligible to participate  under
subsection  (a)(ii) above by taking into account the Employee’s  prior service under the Hourly Plan or with
an Employer or any other member of the PepsiCo Organization.


				
Section 2.2 applies to certain re-employments after a One Year Break in Service. If a
former Participant of this Plan does not recommence participation in this Plan
but rather commences participation upon re-employment in the Hourly Plan, then
subsection (g) below shall apply.


		(f)	
Termination  of  Participation. A Participant  shall cease to be a Participant  in the Plan upon
the earliest of:


			(i)	
The payment to him or her of all vested benefits due to him or her under the Plan;


			(ii)	
His or her Separation from Service with no vested benefits under the Plan;


			(iii)	
His or her death; or


			(iv)	
The  transfer  of his or her Account to the Hourly Plan in  accordance  with  subsection
(g) below.


		(g)	
Transfer of Accounts and Service to Hourly Plan. If (1) a former
Participant of this Plan commences participation upon re-employment in the
Hourly Plan pursuant to subsection (e) above, or (2) a Participant is
transferred to a new classification, thereby making him or her eligible to
participate in the Hourly Plan (and ineligible to participate in this Plan),
then such Participant’s Account balance under this Plan (including any
outstanding loans) shall be transferred to the Hourly Plan as soon as
practicable and shall become such Participant’s initial account balance
under the Hourly Plan. 


	2.1A	
Commencing Participation Before January 1, 2002.


This Section 2.1A shall apply to Plan Years beginning before January 1, 2002.


		(a)	
Entry Date.

Any person on whose behalf an amount is transferred to this Plan from the SaveUp
Plan as of the Effective Date, who had an Account under the Pre-Merger Plan
immediately before the Effective Date or who was eligible to actively contribute
to the SaveUp or Pre-Merger Plan immediately before the Effective Date, shall be
a Participant on the Effective Date. In addition, any other Employee shall be
eligible to participate in the Plan as follows:


			(i)	
A Full-Time Employee shall be eligible to participate in the Plan as soon
as administratively practicable following the latest of (A) the date such
Employee performs one Hour of Service, (B) the date such Employee becomes an
Eligible Employee, or (C) the Effective Date. However, the date that a Full-Time
Employee is eligible to participate in the Plan shall not be later than three
months after such latest date.


			(ii)	
A Part-Time  Employee  shall be eligible to  participate  in the Plan upon the first  January 1 or July 1  following the latest of: (A)
his or her completion of one Year of Eligibility Service, (B) his or her becoming an Eligible Employee, or (C) the Effective Date.


		(b)	
Start of Plan  Participation.  The date that an Employee  becomes a  Participant  in this Plan is
as follows:


			(i)	
An  Eligible  Employee  shall  become  a  Participant  in this  Plan  once he or she has
submitted a Contribution Election and an amount has been withheld from his or her Salary
under the provisions of the Plan.


			(ii)	
An Eligible  Employee who makes a Rollover  Contribution in accordance with Section 3.4, but who otherwise does not make a Contribution
Election, shall only be considered a Plan Participant with respect to his or her Rollover Contribution.


		(c)	
Eligible  Employee Status. A Participant is permitted to have Pre-tax  Contributions  made to the
Plan on his or her behalf  while (and only  while) the  Participant  is  employed  as an Eligible
Employee.


		(d)	
Resumption of Eligible Employee Status. If a Participant or an
Eligible Employee who had met the applicable eligibility requirements under this
Section 2.1A ceases to be an Eligible Employee (but without a One Year Break in
Service) and again resumes Eligible Employee status, such Participant or
Eligible Employee, as the case may be, may resume or commence having Pre-tax
Contributions made on his or her behalf by contacting the Participant Response
System following his or her return to Eligible Employee status. If any other
person (i.e., one who has not met the applicable eligibility
requirements) is re-employed as an Eligible Employee and:


			(i)	
As a Full-Time  Employee,  he or she shall be eligible to participate  under subsection  (a)(i) above by treating the
Employee’s first Hour of Service following rehire as his or her initial Hour of Service under the Plan; or


			(ii)	
As a  Part-Time  Employee  (but  before a One Year  Break in  Service),  he or she  shall be  eligible  to  participate  under
subsection  (a)(ii)  above by taking into  account the  Employee’s  prior  service  with an Employer or any other member of the PepsiCo
Organization.


				
Section 2.2 applies to certain re-employments after a One Year Break in Service.


		(e)	
Termination  of  Participation. A Participant  shall cease to be a Participant  in the Plan upon
the earliest of:


			(i)	
The payment to him or her of all vested benefits due to him or her under the Plan;


			(ii)	
His or her Separation from Service with no vested benefits under the Plan; or


			(iii)	
His or her death. 


	2.2	
Break in Service.


This Section 2.2 shall apply in the case of an Employee who has a One Year Break in
Service and who is subsequently a Part-Time Employee. In determining such
Employee’s post-break participation in the Plan, the Employee’s
pre-break Years of Eligibility Service shall be restored only after he or she
has a Year of Eligibility Service following his or her rehire (determined as if
his or her employment first commenced on the Employee’s Start Date).


	
ARTICLE III - CONTRIBUTIONS AND ALLOCATIONS


	3.1	
Contribution Elections.


		(a)	
 An Eligible Employee who wishes to make a Contribution Election shall
contact the Participant Response System and specify the percentage of Salary to
be reduced and contributed to the Plan as Pre-tax Contributions.


		(b)	
A Contribution Election shall be effective as soon as administratively
practicable following the date the Plan receives the Contribution Election;
provided, however, that no Contribution Election shall be
effective prior to the date the Employee is eligible to participate pursuant to
Section 2.1 or 2.1A (or in the case of a Participant who ceases to be an
Eligible Employee and then again becomes an Eligible Employee, the first date
such Employee again is eligible to participate). While the Plan contemplates
that each Eligible Employee who makes a Contribution Election shall ordinarily
have a valid Investment Election in effect, the Plan will generally accept
Contribution Elections before a valid Investment Election has been submitted
(unless otherwise prohibited by rules adopted by the Plan Administrator). An
Eligible Employee may only make a Contribution Election with respect to Salary
that becomes currently available after the date of such Contribution Election
(and before the date the Participant’s Contribution Election is considered
revoked). Contribution Elections shall be made in whole percentages of Salary
(or in such fractional portions of whole percentages as the Plan Administrator
may specify from time to time). Subject to the foregoing, a Contribution
Election shall be applied to:


			(i)	 Except as provided in paragraph  (ii) below,  Salary paid to the  Participant  from time
to time, and


			(iii)	
For Plan Years before 2001 in the case of a Participant  who is a Snack and Soft Drink Employee,  compensation  paid to the Participant
from time to time,  but only to the extent  composed of pay elements  that can be considered  Salary with respect to those  employed by
the Participant’s Employer.


		(c)	
A Participant may amend (to either increase or decrease the percentage of
his or her annual Salary reduced or contributed to the Plan) or revoke his or
her Contribution Election on a prospective basis by contacting the Participant
Response System. Changes in a Participant’s Contribution Election shall be
made in whole percentages of Salary (unless the Plan Administrator allows
otherwise) and shall be effective as soon as administratively practicable
following the date the Plan receives the Participant’s revised Contribution
Election.


		(d)	
A Participant's  Contribution  Election shall  automatically  apply to any increases or decreases
in the Participant's pay-period Salary.


		(e)	
If a Participant with a Contribution Election in effect ceases to be an
Eligible Employee, and then again becomes an Eligible Employee, a new
Contribution Election shall be required unless the return to Eligible Employee
status occurs before the earlier change in status is reflected in the system. If
a Participant with a Contribution election in effect goes on unpaid leave and
then again returns to eligible pay status, the Participant’s Contribution
Election shall be given effect following the return to pay status if the return
occurs while such election is still maintained in the system.


	3.2	
Pre-tax Contributions.


		(a)	
Highly Compensated Employees. From time to time, the Plan
Administrator will determine whether to cap the Pre-tax Contributions of Highly
Compensated Employees other than as provided in the next sentence and in
Articles XIII, XIV and XV. Subject to the limitations of Articles XIII, XIV and
XV, each Participant who is both an Eligible Employee and a Highly Compensated
Employee may elect to reduce his or her Salary for a pay period by at least 1%
and not more than 7% of his or her Salary for that pay period, and have that
amount contributed to the Plan by the Employer as Pre-tax Contributions.


		(b)	
General Limit. Subject to the limitations of (a) above and
Articles XIII and XV, each other Participant who is an Eligible Employee may
elect to reduce his or her Salary for a pay period by at least 1% and not more
than 50% (20% for Plan Years beginning prior to January 1, 2002) of his or her
Salary for that pay period and have that amount contributed to the Plan by the
Employer as a Pre-tax Contribution.


		(c)	
Catch-Up Contributions. Notwithstanding subsections (a)
and (b) above, for Plan Years beginning on or after January 1, 2002, each
Participant who is an Eligible Employee and who has attained age 50 before the
close of the Plan Year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of Code section 414(v). Such
catch-up contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Code
§§ 402(g) and 415 (i.e., Sections 13.1 and 15.2). The Plan
shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code §§ 401(k)(3), 401(k)(11),
401(k)(12), 410(b) or 416, as applicable, by reason of the making of such
catch-up contributions. Catch-up contributions made pursuant to this subsection
and Code § 414(v) shall be treated as Pre-tax Contributions under the Plan. 


	3.3	
After-tax Contributions

From and after the Effective Date, Participants shall not be permitted to make
After-tax Contributions to the Plan.


	3.4	
Rollover Contributions.


An Eligible Employee who has met the applicable eligibility requirements under
Section 2.1(a)(i) or (ii) (or 2.1A(a)(i) or (ii)) may request that the Plan
accept a Rollover Contribution by submitting a request through the Participant
Response System for such purpose. The Plan Administrator may accept such
Rollover Contribution provided that it determines, in its discretion, the
contribution meets all of the requirements to qualify as a Rollover
Contribution, and provided that the Eligible Employee submits such information
as the Plan Administrator shall require from time to time. Rollover
Contributions and any earnings and losses thereon shall be credited to a
Rollover Contributions Account. The Plan Administrator, pursuant to
written guidelines that it establishes, may choose in its discretion to accept
Rollover Contributions that include outstanding loan balances, provided that
this option is available to a classification of employees that meets the
requirements of Treas. Reg. §1.410(b)-4.


	3.5	
QNECs.


For each Plan Year, the Plan Administrator may, in its sole discretion, direct the
Employer to contribute QNECs for the benefit of all Participants who were
Eligible Employees during the year and are employed on the last day of the Plan
Year, other than Highly Compensated Employees. All QNECs will be allocated to
each such Participant on a level dollar basis. At the election of the Plan
Administrator and in accordance with Section 14.6, QNECs may be treated as
Pre-tax Contributions for the purposes of applying the actual deferral
percentage test of Section 14.2.


	3.6	
Military Leave


Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with Code § 414(u).


	3.7	
Contributions Subject to Deductibility.


The Employer’s obligation to make any contributions under this Plan is
expressly conditioned on its ability to deduct such contributions under Code
§ 404.


	3.8	
Allocation of Contributions.


		(a)	
Pre-tax Contributions shall be allocated to a Participant’s Pre-tax
Contributions Account as soon as practicable after each pay day.


		(b)	
QNECs shall be allocated to a Participant’s QNECs Account no later
than the last day prescribed by law for the filing of the Employer’s
federal income tax return (including extensions thereof) for the taxable year
which includes the last day of the Plan Year.


		(c)	
Rollover Contributions shall be allocated to a Participant’s
Rollover Contributions Account as soon as practicable after the date such
Rollover Contribution is made.


		(d)	
The  Employer may pay its  contribution  for each Plan Year in one or more  installments  without
interest.


		(e)	
Subject to the consent of the Trustee, the Employer may make its
contribution in property other than cash, provided the contribution of property
is not a non-exempt prohibited transaction under the Code or under ERISA.


	3.9	
Valuation; Earnings and Losses.


		(a)	
Participants’ Accounts shall be valued, and earnings and losses allocated, daily except that:


			(i)	
Loans,  in-service  withdrawals,  distributions,  and  certain  repayments  shall not be
valued until processed,


			(ii)	
Only  days  that  are  normal  business  days  for  the  Plan's  recordkeeper  shall  be
considered, and


			(iii)	
The special rules of Section 4.3(d) shall apply.


				
A normal business day shall not include any business day when business is not
conducted (or is otherwise restricted) as determined by the Plan Administrator
due to abnormal conditions (e.g.,  an emergency or disruption affecting
the Company, recordkeeper, Trustee, a geographical region, the U.S. or financial
markets), and in such case transfers otherwise allowed under Article IV and
transactions, loans and withdrawals otherwise allowed under this Plan will not
be allowed but shall be pended.


		(b)	
Investment Expenses shall be allocated on the same date as earnings and
losses are allocated as provided in subsection (a), and shall be allocated in
proportion to the final Account balances in the Investment Fund as of the
preceding valuation date. In addition, the Plan Administrator may specify the
rules for charging expenses (other than Investment Expenses) to the Plan. For
purposes of this Section, “Investment Expenses” shall mean all
expenses related to the management and maintained, on a separate basis, of the
individual Investment Funds under the Plan, but shall not include general fees
for management and maintenance of the Trust as a whole.


	3.10	
Return of Contributions.


Upon written demand by the Employer, the Trustee shall return any Pre-tax
Contributions and QNECs contributed by the Employer to this Plan under any one
of the circumstances described in (a), (b) or (c), subject to the special rules
of (d):


		(a)	
If a contribution was made due to a mistake of fact, the contribution may
be returned, adjusted for losses but not earnings, within one year after it was
contributed.


		(b)	
If a contribution is determined not to be deductible under Code §
404, the portion of the contribution that was disallowed may be returned to the
Employer, adjusted for losses but not earnings, within one year after the
disallowance.


		(c)	
If a contribution is determined to:


			(i)	
violate  Code §415,  such  contribution  (or  portion  thereof)  may be returned to the
Employer to the extent  necessary to satisfy the rules of Code §415 and the  applicable
Treasury regulations thereunder, and


			(ii)	
violate Code §§401(k)(3) or 402(g)(1),  such  contribution  (or portion thereof) may be
returned  to the  Employer  to the  extent  necessary  to  satisfy  such Code  sections,
subject to the rules of Code §§401(k)(8) and 402(g)(2).


		(d)	
If Pre-tax Contributions are returned to the Employer in accordance with
subsections (a), (b) or (c)(i), Participants’ Contribution Elections with
respect to such returned contributions shall be adjusted retroactively to the
beginning of the period for which such contributions were made. As a result,
amounts returned in accordance with subsections (a), (b) and (c)(i) shall not be
counted in determining a Participant’s Actual Deferral Percentage for
purposes of the limitations in Article XIV. The Pre-tax Contributions so
returned shall be distributed in cash to those Participants for whom such
contributions were made.


	
ARTICLE IV - INVESTMENTS


	4.1	
Participant Investment Provisions.


		(a)	
Each Participant shall, in accordance with the procedures set forth in
Section 4.2, have the right to direct the Trustee with respect to the investment
or reinvestment of the assets comprising the Participant’s Account among
the Investment Funds. After a Participant’s death, the Participant’s
Beneficiary shall have the right to direct the Trustee with respect to the
investment or reinvestment of the assets comprising the Participant’s
Account to the same extent that the Participant had during his life. As
necessary to accomplish this result, a reference in this Article to a
Participant shall also be deemed to refer to the Participant’s Beneficiary.


		(b)	
In the event the Participant does not give the Trustee timely direction
regarding the investment or reinvestment of the Participant’s Account, the
Trustee shall invest any new contributions made to the Participant’s
Account in accordance with the Participant’s most recently submitted
Investment Election; provided, however, that if it is not possible
to continue to invest in accordance with the Participant’s Investment
Election (for example, because the Plan has ceased to offer the investment), the
Participant’s Account shall be invested in accordance with Section 4.2(e).
Rules set forth in Sections 4.2 and 4.4 govern investments for Rollover
Contributions, amounts credited to an Account maintained on behalf of an
alternate payee under a qualified domestic relations order, investment of loan
repayments and restoration of forfeitures.


	4.2	
Investment Elections.


		(a)	
Investment Elections shall specify how the Participant’s Account and
new contributions should be invested in the available Investment Funds. An
Eligible Employee’s or Participant’s initial Investment Election with
respect to a Rollover Contribution shall separately specify how such Rollover
Contributions should be invested in the available Investment Funds.


		(b)	
An Investment Election with respect to new contributions to the Plan
shall be made in increments of 5%. An Investment Election to reallocate amounts
already in a Participant’s Account shall also be made in increments of 5%.


		(c)	
Participants may make or change their Investment Elections by contacting
the Participant Response System. A Participant’s change in Investment
Election shall be effective with respect to new contributions only, unless the
Participant also makes a new Investment Election with respect to amounts already
in his or her Account.


		(d)	
A Participant’s initial or changed Investment Election shall be
effective as soon as administratively practicable following the date the Plan
receives the Participant’s Investment Election.


		(e)	
Any amounts credited to an Account for which no Investment Election has
been received shall be invested in the Security Plus Fund. In its discretion,
the Plan Administrator may adopt rules intended to avoid amounts becoming
subject to default investment in accordance with this subsection. Under rules to
be adopted by the Plan Administrator from time to time, amounts credited to an
Account maintained on behalf of an alternate payee under a qualified domestic
relations order shall be initially invested pursuant to the Participant’s
Investment Election. Thereafter, the alternate payee may change such Investment
Election by contacting the Participant Response System.


		(f)	
Each Participant is solely responsible for his or her selection of
Investment Funds. Neither the Trustee, the Plan Administrator, the Company, the
Employer or any of the officers or supervisors of the Employer or the Company
are empowered or authorized to advise a Participant regarding the
Participant’s Investment Election. The fact that an Investment Fund is
offered under the Plan shall not be construed as a recommendation that
Participants invest in such Investment Fund.


		(g)	
A Transferred Employee’s investment election and beneficiary
designation under the Hourly Plan shall be transferred to this Plan as soon as
practicable following his or her Transfer Date, and shall remain in effect under
this Plan until changed in accordance with the provisions of this Plan.


	4.3	
Investment Funds.


		(a)	
In General. As of the Effective Date, the Investment Committee has
selected the specific Investment Funds described in this Section and other
Investment Funds. From time to time after the Effective Date, in accordance with
the investment policies and objectives established by the Investment Committee,
the Investment Committee may add, cease offering or make changes in the
operation and management of any Investment Fund at any time, and the Investment
Committee shall have the authority to specify rules and procedures as to how
Investment Elections shall be adjusted to reflect the addition, deletion or
change in the Investment Funds offered under the Plan. Pending allocation to the
Investment Funds, contributions to the Plan may be held uninvested or may, on an
interim basis, be invested, in whole or in part, in cash or cash equivalents.
Except as otherwise provided herein (or in rules adopted by the Investment
Committee from time to time), dividends, interest, and other distributions
received on the assets held by the Trustee in respect of any Investment Fund
shall be reinvested in the respective Investment Fund.


		(b)	
The PepsiCo Common Stock Fund. One of the investment options
available to Participants is the PepsiCo Common Stock Fund, a Fund which is
invested primarily in Common Stock of the Company (“Company Stock”).
For Plan Years beginning on or after January 1, 2002, this Fund shall be
governed by the provisions of Section 4.5. For Plan Years beginning before
January 1, 2002, this Fund shall be governed by the provisions of Section 4.6.


		(c)	
BrokerageLink. This investment option is provided through Fidelity
Brokerage Services (or any successor designated by the Plan Administrator) and
the agents it uses as securities brokers to execute Participants’ trades.
This option permits certain Participants and Beneficiaries to invest all or a
portion of their interest in the Plan in additional choices for self-directed
investment.


			(i)	
The Plan  Administrator  shall publish written rules and procedures for the election of these  additional  choices by
Participants  and  Beneficiaries,  and may revise such rules and  procedures at any time.  These rules shall
specify  categories  of  investments  and types of trade  practices  that are  permitted  and those that are
prohibited.


			(ii)	
Each  Participant  who  participates  in the  Brokerage  Option shall have his  interest in the Plan reduced by any  brokerage
commissions  and fees  (including  fees charged on account of one or more  investments  in a mutual fund)  payable on their  individual
transactions  and shall also have his interest in the Plan reduced by an access fee for each  calendar  quarter (or part  thereof) that
the Participant  participates in BrokerageLink.  Such access fee will be taken from the Participant’s  Account in accordance with rules
of the Plan  Administrator.  To the extent  necessary,  the Plan  Administrator,  and its agent,  are authorized to sell  securities or
other assets held within a Participant's Account for the purpose of paying the commissions and fees described in this subsection.


			(iii)	
Investment in BrokerageLink is subject to the following restrictions:






	 	 	 	 	 
				(A)	
To commence  investing under  BrokerageLink,  a Participant  must have at least$1,000 in his Participant Account, and his initial transfer election into BrokerageLink
must be at least $1,000. Subsequent transfers of prior savings to and transfers
from BrokerageLink must be at least $250, unless such transfer is to close the
Participant’s BrokerageLink account.


				(B)	
No amounts invested in the Security Plus Fund may be directly transferred
to BrokerageLink, nor may they be indirectly transferred to BrokerageLink,
i.e., by first transferring the amounts to some intervening Investment
Fund (or Funds) under the Plan, unless such amounts remain so invested for at
least 90 days.


				(C)	
Except as provided in the last sentence of this subparagraph (C), no
security or investment held by a Participant’s Account within BrokerageLink
may be transferred or distributed directly to the Participant. The Participant
must initially sell the security or investment. The Trustee will place all
proceeds of BrokerageLink sales in a short-term investment fund, designed to
generate a money market rate of return, within BrokerageLink. The proceeds will
remain in such account until the Participant submits an Investment Election
redirecting the proceeds to an available Investment Fund. In-kind distributions
are permitted in the event of a complete distribution of a Participant’s
interest pursuant to Article VIII under procedures established by Fidelity
Brokerage Services and the Plan’s current recordkeeper.





	 	 	 	 
		(d)	
Maintaining Liquidity. For the purpose of providing liquidity in
certain Investment Funds, the Trustee may invest a portion of each such Fund in
cash or short-term securities. If the liquid assets held by these Funds is
insufficient to satisfy the immediate demand for liquidity under the Plan, the
Trustee, in consultation with the Investment Committee, may temporarily limit or
suspend transfers of any type (including withdrawals and distributions) to or
from any affected Investment Fund. In any such case, the Plan Administrator
shall temporarily change the Plan’s valuation cycle (pursuant to Section
3.9) or, in its discretion, the valuation cycle for a specific Fund. During this
period, contributions to any affected Fund may be redirected to the Security
Plus Fund (or if that is unavailable, another Fund chosen by the Trustee) and
instructions and transfers may be pended.


	4.4	
Investment of Loan Repayments and Restoration of Forfeitures.


Any loan repayments shall be invested in the Investment Funds that have been
selected by the Participant for new contributions as in effect on the date such
repayments are received. Any repayments in connection with forfeiture
restorations under Section 5.6 shall be invested as specified in the
Participant’s Investment Election described in such Section. If because of
special circumstances investment cannot be carried out in accordance with the
two preceding sentences, Section 4.2(e) shall govern.


	4.5	
PepsiCo Common Stock Fund for Plan Years on or after January 1, 2002.


For Plan Years  beginning on or after  January 1, 2002,  the PepsiCo  Common Stock Fund shall be governed
by the provisions of this Section.


		(a)	
Definitions.  For  purposes of this  Section 4.5 the  following  phrases  shall have the meanings
 ascribed to them below:


	 	 	(i)	
’Cash  Dividends” shall mean the cash dividends that are paid on or after January 1, 2002 by the Company with respect
to the Company Stock in the ESOP Subfund.


	 	 	(ii)	
“ESOP Subfund” shall mean the portion of the PepsiCo  Common Stock Fund that  constitutes an employee stock
ownership  plan under Code  § 4975(e)(7).  The ESOP Subfund shall invest  primarily in employer  securities,
within the  meaning of Code § 409(l),  and shall  consist of the  Company  Stock and other  assets  that are
determined by the Plan Administrator to be a part of such subfund.


	 	 	(iii)	
“401(k)  Subfund”  shall mean the  portion of the PepsiCo  Common  Stock Fund that does not  constitute  an
employee  stock  ownership  plan under Code § 4975(e)(7),  and that shall  consist of the Company Stock and
other assets determined by the Plan Administrator to be a part of such subfund.


	 	 	(iv)	
“Payment  Election”  shall  mean a  completed  election  made  under  subsection  (d)  pursuant  to  which a  Participant  has
affirmatively elected to have his or her Cash Dividends paid to the Participant in cash outside the Plan.


	 	 	(v)	
“Subfunds” shall refer to both the ESOP Subfund and the 401(k) Subfund.


	 	(b)	
Establishment  of ESOP.
From and after January 1, 2002,  interests in the PepsiCo  Common Stock
Fund shall be divided between the ESOP Subfund and the 401(k) Subfund. The ESOP
Subfund together with the 401(k) Subfund shall constitute (and may be referred
to as) the PepsiCo Common Stock Fund. As of any time, the portion of the Plan
assets consisting of the ESOP Subfund shall be a stock bonus plan under Code
§ 401(a), which is intended to qualify as an employee stock ownership plan
under Code § 4975(e)(7) (the “ESOP Portion”). The ESOP Portion is
maintained as a portion of the Plan as authorized by Treas. Reg. §
54.4975-11(a)(5). The remaining part of the Plan is intended to be a profit
sharing plan which meets the requirements for qualification under Code
§§ 401(a) and 401(k) (the “Profit Sharing Portion”).
Together the ESOP portion and the Profit Sharing Portion constitute the entire
Plan and are intended to be a single plan under Treas. Reg. §
1.414(l)-1(b)(1).


	 	(c)	
Description of Subfunds.


	 	 	(i)	
The ESOP Subfund and the 401(k)  Subfund shall be initially  established as of the beginning of the day on January 1,
2002.  The Company  Stock and other assets held in the PepsiCo  Common  Stock Fund as of the end of the day
on December 31, 2001 shall be  transferred  to the ESOP Subfund as of the beginning of the day on January 1,
2002. In connection  with this transfer,  the Plan  Administrator  may prescribe  “Blackout  Periods” during
which  Participants may be restricted from making certain changes to their Plan elections and/or  prohibited
from  withdrawing and transferring  amounts in the Plan to the extent  specified by the Plan  Administrator.
While a  Participant  is  restricted  from  engaging in certain  transactions  during the Blackout  Periods,
amounts in  Participants’  Accounts will remain  invested in the Funds elected prior to the Blackout  Period
(except for any  exceptions  as  specified  by the Plan  Administrator)  and will  remain  subject to market
fluctuations during the Blackout Periods.


	 	 	(ii)	
All Pre-tax  Contributions,  Rollover  Contributions and any other contributions and elective deferrals that
are made during a Plan Year that a Participant  elects to invest in the Common Stock Fund shall be added to
the 401(k)  Subfund.  In addition,  any transfers into the Common Stock Fund from another  Investment  Fund
shall be added to the 401(k)  Subfund,  and any transfers  out of Company Stock and into another  Investment
Fund shall first be subtracted  from the 401(k)  Subfund  (with any  remaining  balance to be taken from the
ESOP Subfund, as necessary).


	 	 	(iii)	
As of the  beginning  of the day on the first day of each Plan Year  beginning  with the 2003 Plan  Year,  the  balance of the
401(k)  Subfund  shall be  transferred  into the ESOP  Subfund  pursuant  to rules and  procedures  that the Plan  Administrator  shall
establish from time to time.


	 	(d)	
Election to Receive Dividends on ESOP Subfund.


	 	 	(i)	
The Plan Administrator  shall prescribe rules and procedures that allow each Participant with an interest in the ESOP
Subfund  to  elect to have  the  Cash  Dividends  allocated  to him or her  paid  directly  to the  electing
Participant  rather than having such Cash  Dividends paid to the Plan and reinvested in Company Stock in the
ESOP  Subfund.  Such  rules  and  procedures  that  are  prescribed  by the Plan  Administrator  shall be in
accordance  with the terms of the Plan or, to the extent not specified in the Plan,  the  requirements  that
must be  satisfied  in order for a federal  income  tax  deduction  to be allowed  under Code  § 404(k)  with
respect to the amount of Cash  Dividends  (including  the  requirement  that the  election  to receive  Cash
Dividends be irrevocable  for the period to which it applies).  The Plan  Administrator  shall be allowed to
prescribe an amount of Cash  Dividends  (after  application of any processing fee described in the following
sentence)  below which  distributions  of Cash  Dividends to electing  Participants  shall not be made,  but
rather shall be subject to the default rules of paragraph (ii) below.  In addition,  the Plan  Administrator
shall be allowed to  prescribe  a  processing  fee for  processing  and paying  Cash  Dividends  to electing
Participants.  As of January 1, 2002, the minimum amount of dividends  which will be distributed to electing
Participants  shall be $10.00 and the processing fee for such  distribution  shall be $3.00, such amounts to
be subject to increase by the Plan  Administrator  in its sole  discretion  (provided that any such increase
does not cause either to exceed the level that would permit the Company to deduct such dividends).


	 	 	(ii)	
In the event (A) a Participant  does not complete a Payment  Election,  or (B) the amount of a Participant’s
Cash  Dividends  are less  than the  amount  established  by the Plan  Administrator  under  the last  three
sentences of paragraph (i) above,  such amount of Cash Dividends  shall be  automatically  paid to the Plan,
allocated to the ESOP Subfund and reinvested in Company Stock.  Participants  may make a Payment Election by
contacting the Participant  Response  System.  A Payment  Election shall be irrevocable once accepted by the
Plan  Administrator  and only valid for the quarter (or other time  period  consisting  of not more than one
year as prescribed by the Plan  Administrator) to which it applies.  A Participant’s  Payment Election shall
be effective as soon as administratively  practicable following the date the Plan receives the Participant’s
Payment  Election.  A Payment  Election must be completed by the Participant  within the time proscribed for
such purpose and pursuant to the rules and procedures  adopted by the Plan  Administrator from time to time.
Any Payment  Election that is not completed as required by the Plan  Administrator  shall be considered null
and void.


	 	 	(iii)	
Cash Dividends that are paid or reinvested pursuant to Code §  404(k)(2)(A)(iii)  and the provisions of this Section shall not
be  considered to be Annual  Additions for purposes of Code  § 415(c),  Pre-tax  Contributions  for purposes of Code & 402(g),  elective
contributions for purposes of Code  § 401(k) or employee contributions for purposes of Code  § 401(m).


	 	(e)	
General  Rules.  Both the 401(k)  Subfund and the ESOP Subfund shall be governed by the following
paragraphs, unless otherwise noted:


	 	 	(i)	
Investments  in the  Subfunds  will be  denominated  as “units.”  The value of a unit will  fluctuate  in response to
various  factors,  including the price of and dividends paid on Company Stock,  earnings and losses on other
investments in the Subfunds and Subfund expenses.


	 	 	(ii)	
Shares of Company Stock held in the Subfunds and dividends and other  distributions on Company Stock are not
specifically  allocated to Participant  Accounts.  Each Participant’s  interest in the Fund will be based on
the proportion of his investment in the Fund to the total investment in the Fund of all Participants.


	 	 	(iii)	
All dividends on shares of Company Stock in the 401(k)  Subfund are paid to the 401(k)  Subfund,  treated as
earnings and used to purchase  additional  units in the 401(k)  Subfund.  Any Company Stock  received by the
Trustee as a stock split or dividend,  or as a result of a  reorganization  or other  recapitalization  with
respect to the Company Stock in the 401(k) Subfund,  will be unitized and added to the 401(k)  Subfund.  Any
other  property  (other than shares of Company  Stock)  received by the Trustee  with respect to the Company
Stock in the 401(k)  Subfund may be sold by the Trustee and the  proceeds  added to the 401(k)  Subfund.  In
the event of a  significant  distribution  of such other  property,  the Plan  Administrator  may  implement
special  arrangements  for the holding or  disposition  of such other  property  by the Plan.  Any rights to
subscribe to additional  shares of Company  Stock shall be sold by the Trustee and the proceeds  credited to
the 401(k) Subfund.


	 	 	(iv)	
All Cash Dividends on shares of Company Stock in the ESOP Subfund that a Participant  does not elect to have
paid  outside  the Plan  pursuant  to  subsection  (d)  above are paid to the ESOP  Subfund  and are used to
purchase  additional  units in the ESOP Subfund.  Any Company Stock received by the Trustee as a stock split
or dividend, or as a result of a reorganization or other  recapitalization with respect to the Company Stock
in the ESOP Subfund,  will be unitized and added to the ESOP Subfund.  Any other property (other than shares
of Company Stock)  received by the Trustee with respect to the Company Stock in the ESOP Subfund may be sold
by the Trustee and the proceeds  added to the ESOP Subfund.  In the event of a significant  distribution  of
such  other  property,  the Plan  Administrator  may  implement  special  arrangements  for the  holding  or
disposition  of such other  property by the Plan.  Any rights to subscribe to  additional  shares of Company
Stock shall be sold by the Trustee and the proceeds credited to the ESOP Subfund.


	 	 	(v)	
Participants  who  have  invested  in the  Subfunds  may  direct  the  Trustee  how to vote (or  tender,  if
applicable)  Company Stock. The Trustee will determine each Participant‘s  proportional share of the Company
Stock in the Subfunds  (based on the number of units  allocated to the  Participant‘s  Accounts) and solicit
the  Participant‘s  instructions.  The  Trustee  shall vote  (and/or  tender)  this stock  according  to the
Participant‘s  directions.  The Trustee  shall not vote stock in the  Subfunds for which it does not receive
directions.


	 	 	(vi)	
Shares of Company  Stock will be  purchased  or sold for the  Subfunds  in the open  market or in  privately
negotiated  transactions.  The Trustee, or its designated agent, may limit the daily volume of purchases and
sales to the extent it believes it will be in the interest of Participants to do so.


	4.6	
PepsiCo Common Stock Fund for Plan Years Before January 1, 2002.


For Plan Years  beginning  before January 1, 2002, the PepsiCo Common Stock Fund shall be governed by the
provisions of this Section.


	 	(a)	
A  Participant’s  interest in the PepsiCo  Common Stock Fund will be denominated as “units.” The
value of a unit will fluctuate in response to various factors, including the price of
and dividends paid on Company Stock, earnings and losses on other investments in
the Fund and Fund expenses.


	 	(b)	Shares of Company Stock held in the Fund and dividends and other
distributions on Company Stock are not specifically allocated to Participant
Accounts. Each Participant’s interest in the Fund will be based on the
proportion of his investment in the Fund to the total investment in the Fund of
all Participants.


	 	(c)	All dividends on shares of Company Stock in the Fund are paid to the
Fund. Dividends on these shares are added to the Fund without the purchase of
additional units in the Fund. The Trustee shall use the dividend income to
purchase additional shares of Company Stock for the Fund or to meet the cash
demands of the Fund. Any Company Stock received by the Trustee as a stock split
or dividend, or as a result of a reorganization or other recapitalization, will
be added to the assets of the Fund. Any other property (other than shares of
Company Stock) received by the Trustee may be sold by the Trustee and the
proceeds added to the Fund. In the event of a significant distribution of such
other property, the Plan Administrator may implement special arrangements for
the holding or disposition of such other property by the Plan. Any rights to
subscribe to additional shares of Company Stock shall be sold by the Trustee and
the proceeds credited to the Fund.


	 	(d)	Participants who have invested in the Fund may direct the Trustee how to
vote (or tender, if applicable) Company Stock. The Trustee will determine each
Participant’s proportional share of the Company Stock in the Fund (based on
the number of units allocated to the Participant’s Accounts) and solicit
the Participant’s instructions. The Trustee shall vote (and/or tender) this
stock according to the Participant’s directions. The Trustee shall not vote
stock in the Fund for which it does not receive directions.


	 	(e)	Shares of Company Stock will be purchased or sold for the Fund in the
open market or in privately negotiated transactions. The Trustee, or its
designated agent, may limit the daily volume of purchases and sales to the
extent it believes it will be in the interest of Participants to do so.


	
ARTICLE V - VESTING


	5.1	
Pre-tax Contributions, After-tax Contributions, and Rollover Contributions.


A Participant shall be at all times 100% vested in amounts credited to his or her
Pre-tax Contributions Account, After-tax Contributions Account, Rollover
Contributions Account and QNECs Account.


	5.2	
Matching Contributions.


	 	(a)	
General Vesting  Schedule.  Subject to subsection (b) below,  amounts credited to a Participant’s
Prior  Matching  Contributions  Account  shall become  vested in  accordance  with the  following
schedule:






	 	 	 	 	 
	 	Years of Vesting Service	Vested Percentage	 	 
	 	Less than 1	0%	 	 
	 	At least 1, but less than 2	20%	 	 
	 	At least 2, but less than 3	40%	 	 
	 	At least 3, but less than 4	60%	 	 
	 	At least 4, but less than 5	80%	 	 
	 	More than 5	100%	 	 



	 	 	 	 
	 	(b)	
Special Vesting Provisions for Certain Employees.



	 	 	(i)	All  Participants  actively  employed  by an  Employer  (or on an  approved  leave of absence  from an  Employer)  on
December 31, 1999  shall  become  100%  vested in their  Accounts  on such date,  except  that  Participants
employed  in the Juice Bowl  facility on December  29,  1999 shall  become 100% vested in their  Accounts on
December 29, 1999.


	 	 	(ii)	Notwithstanding  anything  in this  Section  5.2 to the  contrary,  a  Participant  shall be 100%  vested  in his or her Prior
Matching Contributions Account upon the Participant’s death, Disability, or attainment of age 60 while the Participant is an Employee.


	5.3	
Vesting Upon Re-Employment After a Break in Service.


If a Participant or former Participant, who had a Separation from Service prior to
the time he or she was 100% vested in his or her Account, again becomes an
Employee prior to incurring a Five Year Break in Service, such Employee’s
prior Years of Vesting Service shall be taken into account for purposes of
determining his or her vested percentage in his or her (i) restored Account
balance, provided such Employee’s Account is restored in accordance with
Section 5.6, or (ii) existing account balance, provided no distributions have
been made. Under such circumstances, an Employee’s vested percentage in his
or her existing or restored account balance upon Re-Employment shall not be
lower than the Employee’s vested percentage in his or her Account upon
Separation from Service. After six months of post-1999 Service subsequent to
Reemployment, a Participant will be 100% vested in his or her account.


	5.4	
Forfeitures.


	 	(a)	
If a Participant Separates from Service prior to the time he or she is
100% vested in his or her Account, and such Participant does not receive a
distribution from the Plan, the non-vested portion of the Participant’s
Account shall be forfeited upon the Participant’s incurring a Five Year
Break in Service.


	 	(b)	
If a Participant Separates from Service and receives a distribution from
the Plan of the vested portion of his or her Account prior to incurring a Five
Year Break in Service at a time when the Participant was not 100% vested in his
or her Account, the non-vested portion of the Participant’s Account shall
be forfeited upon the date of the distribution.


	 	(c)	
For purposes of this Section 5.4, a Participant who Separates from
Service at a time when he or she is 0% vested in his or her Prior Matching
Contributions Account shall be deemed to have received a distribution upon
Separation from Service.


	5.5	
Allocation of Forfeitures.


Subject to any required restoration under Section 5.6 and Section 8.12, any amount
forfeited under Section 5.4 shall be used to pay any administrative expenses of
the Plan (including the cost of restoring any forfeitures). Except in the case
of a Participant whose Account is restored in the Plan Year of the forfeiture, a
Participant shall not be entitled to an allocation of a forfeiture of any
portion of his or her Account.


	5.6	
Restoration of Forfeited Account.


	 	(a)	
A Participant or former Participant who received a distribution from the
Plan of the vested portion of his or her Account who again becomes an Employee
before incurring a Five Year Break in Service may restore the non-vested portion
forfeited in accordance with Section 5.4, by repaying the full amount of the
distribution (excluding amounts attributable to the Participant’s After-tax Contributions and Rollover Contributions, except
that the Participant may elect to repay to the Plan all or part of those amounts
as well). Any repayment must be in cash and paid to the Trustee in a lump sum
within five years after the Participant’s Re-Employment Commencement Date.
It is intended that any repayment be accepted only if it is accompanied by an
Investment Election specifying how the repayment is to be invested under the
Plan (or if the Participant otherwise has an Investment Election in effect). If
a Participant does not make an Investment Election and does not have an
Investment Election in effect, then the last sentence of Section 4.4 shall
apply.


	 	(b)	
If a former Participant who Separated from Service (at a time when he or
she was 0% vested in his or her Prior Matching Contributions Account) again
becomes an Employee prior to incurring a Five Year Break in Service, the former
Participant’s forfeited Account shall be restored on the date he or she
once again becomes an Employee without the need for any repayment.


	 	(c)	
Any nonvested amounts restored pursuant to this Section 5.6 shall be
restored as of the last day of the month coincident with or immediately
following the date of repayment or re-employment, as the case may be.


	 	(d)	
Amounts restored pursuant to this Section shall generally be allocated to
a Participant’s After-tax Contributions Account; provided,
however, if the distribution has not been included in the
Participant’s gross income for federal income taxes, the Participant’s
repayment shall be allocated to the accounts from which they were distributed.
Restored amounts shall be reinvested as provided in Section 4.4.


	 	(e)	
The Plan Administrator shall restore the forfeited portion of a
Participant’s Account from the amount of forfeitures available under the
Plan. To the extent the amount of available forfeitures is insufficient to
enable the Plan Administrator to make the required restoration, the Employer
must contribute, without regard to any requirement or condition of Articles XIII
through XVI, the additional amount necessary to enable the Plan Administrator to
make the required restoration.


	
ARTICLE VI - IN-SERVICE WITHDRAWALS


	6.1	
Withdrawal of After-tax Contributions.


A Participant who is an Employee may elect to withdraw all or a portion of the
amounts credited to his or her After-tax Contributions Account, including
earnings. Notwithstanding the preceding sentence, a Participant may not withdraw
any matched After-tax Contributions which were contributed to the Plan within
the 6-month period preceding the date of withdrawal.


	6.2	
Withdrawal of Rollover Contributions.


A Participant who is an Employee and has withdrawn all of the amounts credited to
his or her After-tax Contributions Account, may withdraw all or a portion of the
amounts which have been credited to his or her Rollover Contributions Account.


	6.3	
Withdrawal of Matching Contributions.


A Participant who (i) is an Employee, (ii) is vested in all or a portion of his or
her Prior Matching Contribution Account, and (iii) has withdrawn the entire
amount available under Sections 6.1 and 6.2, may withdraw all or a portion of
the vested portion of his or her Prior Matching Contributions Account, including
any earnings, to the extent contributed at least two years prior to the date of
the withdrawal.


	6.4	
Withdrawals of Pre-tax Contributions and QNECs.


Except as provided in Sections 6.5 and 6.6, a Participant who is an Employee shall not be
entitled to withdraw any Pre-tax Contributions or QNECs from the Plan.


	6.5	
Withdrawals After Attaining Age 59-1/2.


If a  Participant  attains  age 59-1/2,  such  Participant  may elect to withdraw  all or a portion of the
following portions of his or her Account in the following order of priority:


	 	(a)	
The   Participant’s   After-tax   Contributions   Account,   excluding   any  matched   After-tax
Contributions made within the 6-month period preceding the date of withdrawal.


	 	(b)	
The Participant's Rollover Contributions Account;


	 	(c)	
The vested portion of the Participant’s Prior Matching Contributions Account;



	 	(d)	
The Participant's Pre-tax Contributions Account and QNECs Account.


	6.6	
Hardship Withdrawals.



	 	(a)	
A Participant who has withdrawn the total amount available for withdrawal
under Sections 6.1 through 6.5 may receive a hardship withdrawal of all or a
portion of his or her (i) Pre-tax Contributions Account (other than any
post-1988 earnings on such account), (ii) Prior Matching Contribution Account to
the extent of amounts contributed less than two years prior to the date of the
withdrawal (and related earnings) and (iii) matched After-tax Contributions
which have been credited to his or her After-tax Contributions Account within
six months prior to the date of the withdrawal (and related earnings),
provided the Participant furnishes proof, satisfactory to the
Plan Administrator, that the withdrawal is necessary to alleviate an immediate
and heavy financial need (as determined in accordance with Section 6.6(b) below)
and that the amount of the withdrawal does not exceed the amount necessary to
satisfy such financial need (as determined in accordance with Section 6.6(c)
below). In addition, for Plan Years beginning on or after January 1, 2002, a
Participant who has an interest in the PepsiCo Common Stock Fund may not
receive a hardship withdrawal under this Section unless he or she has elected to
receive outside the Plan all Cash Dividends to the extent such dividends are
currently available to the Participant. The determination by the Plan
Administrator of the existence of an immediate and heavy financial need and of
the amount necessary to meet such need shall be made in a nondiscriminatory and
uniform manner. The Plan Administrator shall not allow a hardship withdrawal to
be made to a Participant unless the requirements of this Section 6.6 are
satisfied.


	 	(b)	
Subject to Section 6.6(c), a Participant shall be deemed to have an
immediate and heavy financial need if the Participant needs the hardship
withdrawal for one of the following reasons:



	 	 	(i)	
Medical expenses  described in Code §213(d) which are incurred by the  Participant,  the  Participant’s  Spouse or dependents
(as defined in Code § 152), or necessary for such persons to obtain medical care described in Code § 213(d);



	 	 	(ii)	
Costs  directly  related to the purchase of a principal  residence for the  Participant  (excluding
mortgage payments);



	 	 	(iii)	
Payment of tuition and related educational fees for the next 12 months of post-secondary  education
for the Participant or for the Participant’s Spouse or dependents (as defined in Code §152);



	 	 	(iv)	
Payments  necessary to prevent the eviction of the Participant from his or her principal  residence
or to prevent foreclosure on the mortgage of the Participant’s principal residence;


	 	 	(v)	
Any need prescribed by the Internal  Revenue Service in a revenue ruling,  notice or other document
of general applicability which satisfies the safe harbor definition of hardship; or


	 	 	(vi)	
Any need determined by the Plan  Administrator to constitute the type of need which would authorize
a hardship distribution under Code § 401(k) and applicable regulations.



	 	
The determination of whether a Participant has met the requirements for a hardship
withdrawal shall be made on the basis of all the relevant facts and
circumstances. Notwithstanding the foregoing, a financial need shall not fail to
qualify as immediate and heavy merely because such need was reasonably
foreseeable or voluntarily incurred by the Participant.


	 	(c)	
In making its determination that a hardship withdrawal is necessary to
satisfy an immediate and heavy financial need, the Plan Administrator may,
unless it has actual knowledge to the contrary, rely on a written statement by
the Participant that the need cannot be reasonably relieved: (i) through
the reimbursement or compensation by insurance or otherwise, (ii) by liquidation
of the Participant’s assets, (iii) by cessation of deferrals or
contributions to the Plan, or (iv) by other distribution or nontaxable (at the
time of the loan) loans from plans maintained by the Employer or by any other
employer (or by borrowing from commercial sources on reasonable commercial
terms) in an amount sufficient to satisfy the need. For purposes of this
Section, taking any of the foregoing actions shall not be deemed to reasonably
relieve a need if the effect of taking any such action would be to increase the
amount of the need. In addition, in determining whether the withdrawal is not in
excess of the amount required to relieve the need, the Plan Administrator shall
take into account any taxes that the Participant will be required to pay on the
withdrawal.


	 	(d)	A Participant who received a hardship withdrawal from the Pre-merger Plan
prior to October 1, 1999 shall not be permitted to have Pre-tax Contributions
made on his or her behalf for a period of 12 months following the date the
Pre-merger Plan distributed the hardship withdrawal. In the year following a
year a Participant received such a hardship withdrawal, a Participant shall not
be permitted to have Pre-tax Contributions made on his or her behalf exceeding
an amount equal to $10,500 (or such higher amount as applies under Code §
402(g) for the Plan Year) less the amount of Pre-tax Contributions made on
behalf of the Participant in the year of the hardship withdrawal


	6.7	
In-Service Withdrawal Procedures and Restrictions.


	 	(a)	
Participants shall request an in-service withdrawal from the Plan by
contacting the Participant Response System and submitting a request that
complies with guidelines established by the Plan Administrator.


	 	(b)	In-service withdrawals shall be distributed as soon as administratively
practicable following the date the Plan Administrator: (i) receives a request
for an in-service withdrawal referred to in subsection (a) above (which meets
the Plan Administrator’s guidelines regarding form and content), and (ii)
determines the applicable requirements for the withdrawal are met.


	 	(c)	
In-service withdrawals shall be taken on a pro rata basis from the
Investment Funds in which the affected subaccounts are invested. All withdrawals
shall be paid in a single lump sum. All withdrawals shall be paid in cash except
for withdrawals described in Section 6.5 (relating to withdrawals after
attaining age 59-1/2), which may be paid in-kind in accordance with the
procedures specified in Section 8.6.


	 	(d)	
The minimum amount or value of an in-service withdrawal is $100 or, if
less, the total amount or value available for withdrawal.


	 	(e)	
A Participant shall be limited to two in-service withdrawals, per
calendar year, under each of the following sections: Section 6.1, Section 6.2,
Section 6.3 and Section 6.5. No numerical, per-year limit applies to hardship
withdrawals. 


	
ARTICLE VII - LOANS
	7.1	General Rule.


A Participant who is an Employee of the PepsiCo Organization may borrow a portion
of his or her vested Account by submitting an application to the Plan
Administrator. Effective for loans issued on or after October 1, 1999, a
Participant is not permitted to have more than two loans from the Plan
outstanding at any time, of which only one can be a Principal Residence Loan. In
addition, effective for loans issued on or after January 1, 2002, no more than
two loans shall be initiated in any one Plan Year. Loans shall be made available
to all eligible Participants on a reasonably equivalent basis and shall not be
made available to Highly Compensated Employees, officers or shareholders in an
amount greater than is made available to other Participants. Each loan shall be
evidenced by a written promissory note signed by the Borrower. A Participant may
initiate the loan process by contacting the Participant Response System.


	7.2	Amount of
Loan.


A loan may be made in an amount (not less than $1,000) which, when added to the
outstanding balance of all prior loans (including interest) to the Borrower
under the Plan, does not exceed the lesser of (i) $50,000 reduced by the excess,
if any, of (A) the highest outstanding balance of loans from the Plan during the
one-year period ending on the day before the date such loan was made, over (B)
the outstanding balance of loans from the Plan on the date on which such loan
was made; or (ii) one-half of the present value of the Borrower’s
non-forfeitable accrued benefit under the Plan. For purposes of applying the
limitation in (i) above, the Plan and all other “qualified employer
plans” (as defined in Code § 72(p)(4)) maintained by an employer
within the PepsiCo Organization shall be treated as a single plan, and beginning
January 1, 2002 any loan that has been deemed distributed pursuant to Section
7.6 but has not been repaid (whether by plan loan offset or otherwise) shall be
considered outstanding.


	7.3	Interest
Rate and Security.


	 	(a)	
Loans shall be made at the prime rate plus one percentage point, or such
other interest rate as may later be designated by the Plan Administrator for
subsequent loans. The prime rate shall be determined as of the last normal
business day of the month before such loan is made, as announced in the Wall
Street Journal (or to the extent the Wall Street Journal ceases to be published,
such other newspaper as is selected by the Plan Administrator).


	 	(b)	
Loans shall be secured by the vested portion of the Borrower’s
Account. Immediately after the origination of each loan no more than 50% of the
Participant’s vested Account may be used as security for the loan. In
addition, for loans issued on or after January 1, 2002, if a Participant’s
loan has been deemed distributed pursuant to Section 7.6 but has not been repaid
(whether by plan loan offset or otherwise), the Plan Administrator shall require
any new loan issued to such Participant to include such enhanced security for
the Plan as it deems appropriate, determined in light of the prior default
(e.g., a requirement for payroll deductions that will not be waived).


	7.4	
Source of Loans.


	 	(a)	
For Plan Years beginning on or after January 1, 2002, amounts borrowed
shall be taken from the Borrower’s subaccounts on a pro rata basis. For
Plan Years beginning before January 1, 2002, amounts borrowed shall be taken
from the Borrower’s subaccounts, in the following order of priority:
(i) Rollover Contributions Account; (ii) Prior Matching Contributions
Account (to the extent vested); (iii) After-tax Contributions Account; and (iv)
Pre-tax Contributions Account and QNECs Account.


	 	(b)	
After taking amounts borrowed from the Borrower’s subaccounts
pursuant to subsection (a) above, thereafter such amounts shall be taken from
the Investment Funds in which the amounts borrowed are invested on a pro rata
basis.


	7.5	Repayment
and Term.


	 	(a)	
Loans shall be amortized in substantially level payments, made not less
frequently than quarterly, for a period of not less than twelve months and not
more than five years; provided, however, that a Principal
Residence Loan may be amortized over a period not to exceed fifteen years
(twenty-five years for loans issued before October 1, 1999) and,
provided, further, that for Plan Years beginning on or after
January 1, 2002 loan repayments will be suspended under the Plan as permitted
under Code § 414(u)(4). A Participant requesting a Principal Residence Loan
shall provide copies of any documents relating to the purchase of such principal
residence which the Plan Administrator may deem necessary to verify that the
proceeds of such loan will be used to acquire or construct a principal
residence.


	 	(b)	Loans shall be repaid by means of payroll deduction from the
Borrower’s Salary; provided, however, that if at any time a
Participant is not receiving Salary from an employer within the PepsiCo
Organization, the loan repayment shall be made in accordance with the terms and
procedures established by the Plan Administrator and applied on a uniform,
nondiscriminatory basis. A Participant may repay an outstanding loan in full at
any time without penalty.


	 	(c)	Amounts repaid shall be returned to the subaccount from which they are
borrowed in the reverse order from the order in which they were borrowed and
shall be reinvested as provided in Section 4.4. 


	 	(d)	
For Plan Years beginning on or after January 1, 2002, loan repayments
suspended under Code § 414(u)(4) shall, upon the Participant’s
completion of the period of military service, resume under the following rules:


	 	 	(i)	The  frequency of the  installment  payments and the amount of each  installment  payment  shall not be less than the
frequency  and amount of the  installments  required  under the terms of the original  loan before  entering
military service.


	 	 	(ii)	
The loan must be repaid in full  (including  interest that accrues  during the period of military  service) not later than the
end of the period that is equal to: (A) the original term of the loan,
plus (B) the period of military service.


	7.6	
Deemed Distributions.


	 	(a)	
If the Plan Administrator determines that a Borrower’s loan has not
satisfied the written procedures that the Plan Administrator shall establish
from time to time regarding deemed distributions of loans, then the amount of
such loan (plus any accrued interest) shall be deemed distributed, and the value
of the Borrower’s Account reduced accordingly as of the date of deemed
distribution. However, if the amount borrowed was from the Participant’s
Pre-tax Contributions Account or QNECs Account, the amount of the deemed
distribution shall not actually be offset against the Participant’s Account
until the earlier of the date the Participant Separates from Service or attains
age 59-1/2. Effective January 1, 2002, if a loan is deemed to be distributed,
additional interest shall accrue following the deemed distribution date on the
portion of the loan that was not repaid as of that date. This additional
interest shall not be considered an additional deemed distribution, but it shall
be taken into account in determining the amount of the Participant’s
outstanding indebtedness to the Plan.


	 	(b)	
The provisions of this Section (and the second sentence of Section 7.1)
reflect how Plan loans are intended to be administered for purposes of
determining their taxability under the Code. These provisions are not
requirements for purposes of the prohibited transaction rules of the Code and
ERISA or for purposes of the qualification rules of the Code.


	 	(c)	
The determination of when a deemed distribution occurs under subsection
(a) shall be made by the Plan Administrator applying reasonable commercial
principles and with the object of providing adequate protection for the
Plan’s interest based on all the facts and circumstances.


	 	(d)	
Plan loan repayments shall not be suspended for a Participant who is on a
leave of absence; provided, however, notwithstanding the above or any
written procedures issued by the Plan Administrator, for Plan Years beginning on
or after January 1, 2002, Plan loan repayments shall be suspended while a
Participant is performing services in the uniformed services as defined in Code
§414(u)(4).


	7.7	
Additional Rules.

The Plan Administrator may establish rules and procedures regarding loans to
Participants which may be more restrictive than the rules and procedures set
forth in this Article VII. Any such rules and procedures must be in writing and
be applied on a uniform, nondiscriminatory basis. In addition, they shall be
deemed to be a part of the Plan for purposes of the loan regulations issued by
the Department of Labor


	
ARTICLE VIII - DISTRIBUTIONS


	8.1	
Eligibility for Distribution Upon Separation From Service.


A Participant who Separates from Service shall be entitled to receive a lump sum
distribution of the vested portion of his or her Account. Subject to the cashout
rules in Section 8.8, the Participant may elect to defer receipt of the lump sum
distribution until the April 1st following the calendar year he or she attains
age 70 1/2.


	8.2	
Distributions Upon Retirement or Disability.


	 	(a)	
A Participant who incurs a Disability or has attained his or her
Retirement shall be entitled to receive a distribution of 100% of his or her
Account. Subject to the cashout rules in Section 8.8:


	 	 	(i)	Such Participant may elect to receive his or her Account in a lump sum or
(1) for Plan Years beginning before January 1, 2002, in variable annual,
quarterly or monthly installments over a period ranging from 1 year to 10
years in whole years and (2) for Plan Years beginning on or after January 1,
2002, in variable annual, quarterly or monthly installments over a period of
years ranging from 1 year to the Participant’s life expectancy in
whole years (referred to as “periodic installments”); and


	 	 	(ii)	The Participant  may elect to defer  commencement  of periodic  installments  until the April 1st following the calendar year he or she
attains age 70 1/2.


	 	If such Participant elects to receive a distribution in periodic installments, the
Participant shall designate the period (annual, quarterly or monthly), and the
amount distributed each period shall be an amount determined by multiplying the
value of the Participant’s Account by a fraction, the numerator of which is
one and the denominator of which is the total number of periodic payments yet
unpaid (but such distribution shall not be less than is required to be
distributed under Code § 401(a)(9)). A Participant who elects to receive
periodic installments or to defer commencement of a distribution may revoke such
election at any time and in lieu thereof elect to receive a current lump sum
distribution of the balance of his or her Account.


	 	(b)	
A Participant who (i) has attained his or her Retirement (a
“Retiree”) or for Plan Years beginning on or after January 1, 2002 has
incurred a Disability and (ii) has not elected to receive a distribution as
provided in subsection (a) may elect up to two times per calendar year to
receive a distribution of a portion of his or her Account as follows:


	 	 	(i)	 From
the Effective Date until September 16, 2001, a Retiree who has attained age 59-1/2
may elect to receive a distribution under this subsection. After September 16,
2001, any Retiree may elect to receive a distribution under this subsection.


	 	 	(ii)	
For Plan Years beginning on or after January 1, 2002, a Participant  who has incurred a Disability  (whether before or after such date)
may elect to receive a distribution under this subsection.


	 	
The right to commence a distribution under subsection (a) shall be independent of
the right to take a partial distribution under subsection (b). Accordingly,
Participants who have taken two distributions in a calendar year under
subsection (b) may choose to commence the complete distribution of his or her
remaining Account balance under subsection (a) during the same calendar year
(either as a single lump sum or in periodic installments).


	8.3	
Installment Option Before January 1, 2003 for Certain Employees.


	 	(a)	
This Section 8.3 only applies to Participants who are qualified under
this Section, and who elect a distribution under this Section that has a
scheduled commencement date prior to January 1, 2003.


	 	(b)	
A Participant who (i) Separates from Service before attaining age 55,
(ii) has not incurred a Disability, (iii) was a member of the Seagram Plan and
had his account balance under that Plan transferred to this Plan in connection
with the acquisition of Tropicana, and (iv) at the time of his termination of
employment with the PepsiCo Organization has attained age 50 and completed 20
Years of Vesting Service or completed 25 Years of Vesting Service and the sum of
his years of age and Years of Vesting Service equal at least 80, may elect to
receive that portion of his Accounts credited as of August 25, 1998 under the
Seagram Plan in the form of variable periodic installments (determined in the
same manner as described in Section 8.2). The remainder of the
Participant’s Account shall be paid in one lump sum.


	8.4	
Distribution Upon Death.


	 	(a)	
Except as otherwise provided in Section 8.4(b), if a Participant dies
prior to the time distribution of his or her Account has commenced, 100% of the
Participant’s Account shall be paid to his or her Beneficiary in one lump
sum following notice to the Plan Administrator of the Participant’s death.


	 	(b)	
For scheduled commencement dates in Plan Years beginning:


	 	 	(i)	
prior to January 1, 2002, if at the time of a Participant’s  death, the Participant was an Employee,  then subject to
the cashout rules in Section 8.8 and the provisions of Code § 401(a)(9),  the Participant’s  Beneficiary may
elect  within  30 days of  when  the  Plan  notifies  the  Beneficiary  that  he or she is  recognized  as a
Beneficiary  (or such later time as the Plan  Administrator  shall  prescribe)  to either defer receipt of a
lump sum distribution  until the fifth anniversary of the  Participant’s  death or to receive a distribution
in the form of variable  periodic  payments  determined  in the same manner as  described in Section 8.2. If
the  Beneficiary is the  Participant’s  Surviving  Spouse,  then the  Beneficiary may also elect (within the
period  of time  described  in the  sentence  above)  to defer  receipt  of a lump sum  distribution  or the
commencement of periodic  installment  payments until the April 1st following the date the Participant would
have attained age 70-1/2.  However,  a Beneficiary may not elect to receive periodic  payments over a period
that is longer  than the  Beneficiary’s  life  expectancy.  A  Beneficiary  who elects to  receive  periodic
installments  or to defer the receipt of a  distribution  may revoke  such  election at any time and in lieu
thereof elect to receive a lump sum distribution of the balance of his or her Account.


	 	 	(ii)	
on or after  January 1, 2002,  subject to the  cashout  rules in Section  8.8 and the  provisions  of Code §
401(a)(9),  the  Participant’s  Beneficiary (who is not a Surviving Spouse) may elect within 30 days of when
the Plan notifies the  Beneficiary  that he or she is recognized as a Beneficiary (or such later time as the
Plan Administrator  shall prescribe) to defer receipt of a lump sum distribution until the fifth anniversary
of the Participant’s  death. If the Beneficiary is the Participant’s  Surviving Spouse, then the Beneficiary
may also elect  (within the period of time  described in the sentence  above)  either to defer  receipt of a
lump sum distribution or the commencement of periodic  installment payments (under the provisions of Section
8.2(a)) until the April 1st following the date the Participant  would have attained age 70-1/2.  A Surviving
Spouse who has  elected to defer the receipt of a lump sum  distribution  and the  commencement  of periodic
installments  pursuant to the prior sentence shall be eligible to take up to two partial  distributions  per
calendar  year from his or her Account  pursuant to the terms and  conditions  of Section  8.2(b).  Further,
such  Beneficiary  may not  elect to  receive  periodic  payments  over a  period  that is  longer  than the
Beneficiary’s  life  expectancy.  A Beneficiary  (who is a Surviving  Spouse) who elects to receive periodic
installments  or to defer the receipt of a  distribution  may revoke  such  election at any time and in lieu
thereof elect to receive a lump sum distribution of the balance of his or her Account.


	 	(c)	
If a Participant dies after distribution of his or her Account has
commenced, the remaining portion of such Participant’s Account shall be
distributed to the Participant’s Beneficiary no less rapidly than under the
form of distribution elected by the Participant; provided, that the
Beneficiary may, by submitting a request to the Plan Administrator through the
Participant Response System, elect to receive all or a portion of the
distribution or the remainder thereof in a lump sum.


	 	(d)	
The Plan Administrator may require and rely upon such proof of death and
such evidence of the right of any Beneficiary or other person to receive the
value of a deceased Participant’s Account as the Plan Administrator may
deem proper and its determination of death and of the right of that Beneficiary
or other person to receive payment shall be conclusive.


	8.5	
Commencement of Payments.


	 	(a)	General Time of Commencement. Subject to the remaining  provisions of this Section,  following a
Participant’s  Separation  from Service,  the  distribution  of the  Participant’s  Account shall
commence as soon as practicable after the earlier of:


	 	 	(i)	
The receipt of a distribution request from the Participant (or his or her Beneficiary,  in the case of a distribution
at death) that meets all the requirements  applied by the Plan Administrator  (including any requirement for
Participant consent applicable under subsection (b)); or


	 	 	(ii)	
In the case of a  distribution  that is made  pursuant  to the  cashout  rules of  Section  8.8,  as soon as
practicable following the quarterly review date applicable under Section 8.8.


	 	
Participants may request a distribution by contacting the Participant Response System and
submitting a request that complies with guidelines established by the Plan
Administrator. If a Participant has a Separation from Service and again becomes
an Employee prior to the date the distribution is deemed to be processed by the
Plan’s current recordkeeper, the Participant shall not receive a
distribution.


	 	(b)	
Participant Consent.


	 	 	(i)	
Participant  consent is a  pre-condition  for commencing  distributions  unless the  distribution  is made: (A) pursuant to the cashout
rules of Section  8.8,  (B) in  connection  with a  Participant’s  death,  or (C)  pursuant  to the Code § 401(a)(9)  requirements  of
subsection (d) below


	 	 	(ii)	
Except as  provided in  paragraph  (iii)  below,  a  Participant's  consent to receive a
distribution  shall not be valid unless the  Participant  gives  consent:  (A) after the
Participant has received the notice  required under Treas.  Reg.§ 1.411(a)-11(c),  and
(B) within  a  reasonable  time before the  effective  date of the  commencement  of the
distribution  as prescribed by such  regulations.  A  Participant's  consent shall be in
writing or, if  authorized  by the Plan  Administrator,  provided  through an electronic
medium that meets the requirements of Treas. Reg.1.411(a)-11(f).


	 	 	(iii)	
Once a Participant or Beneficiary has made an appropriate  distribution  request  through the Participant  Response System and the Plan
Administrator  has received notice of the Participant’s  death (if applicable),  such distribution may commence less than 30 days after
the notice  required  under Treas.  Reg. §  1.411(a)-11(c)  is given,  provided that: (A) the Plan  Administrator  clearly  informs the
Participant  that he or she has a right to a period of at least 30 days after  receiving the notice to consider the decision of whether
or not to elect a distribution (and, if applicable,  a particular  distribution  option), and (B) the Participant,  after receiving the
notice, affirmatively elects a distribution.


	 	(c)	
Code § 401(a)(14)  Provisions:  In the case of a  Participant  who has filed a claim to commence
benefits in accordance with applicable  regulations  under Code § 401(a)(14),  including  Treas.
Reg. § 1.401(a)-14(a)  thereof,  distribution  of the  Participant's  interest in the Plan shall
commence no later than the 60th day after the close of the latest of the following:


	 	 	(i)	
the Plan Year in which the Participant attains age 65,


	 	 	(ii)	
the Plan Year in which occurs the tenth anniversary of the date his
participation commenced, or


	 	 	(iii)	the Plan Year in which occurs the
Participant’s Separation from Service.


	 	(d)	
Code § 401(a)(9) Provisions. Notwithstanding anything in the
Plan to the contrary, the distribution of a Participant’s benefits
hereunder shall comply with Code § 401(a)(9) and any regulations that are
effective thereunder. In addition, the provisions of this subsection and any
other provisions of the Plan that reflect Code § 401(a)(9) override any
other distribution provisions in the Plan that are inconsistent with Code §
401(a)(9).


	 	 	(i)	A Participant who is a Five-percent Owner must begin receiving
distributions from his or her Account no later than the April 1st following the calendar year in which the
Participant attains age 70-1/2. If a Participant who has attained age 70-1/2
elects to commence receipt of his or her Account in periodic installments, the
Plan Administrator shall direct the Trustee to distribute to the Participant the
greater of: (i) the amount determined using the methodology set forth in
Section 8.2, or (ii) the amount required to be distributed under Code §
401(a)(9).


	 	 	(ii)	
In the event a Participant,  other than a Participant  described in paragraph (i) above, is receiving  payments while
in service with the PepsiCo Organization  (because  distributions  commenced in accordance with the pre-1997
provisions of Code § 401(a)(9))  the  Participant  may elect to suspend  payments while he or she remains in
service in accordance with such uniform rules as the Plan Administrator shall adopt.


	 	 	(iii)	
With respect to  distributions  under the Plan made for calendar  years  beginning on or after January 1, 2002,  the Plan will
apply the minimum  distribution  requirements of Code § 401(a)(9) in accordance  with the regulations  under Code § 401(a)(9) that were
proposed on January 17, 2001,  notwithstanding  any provision of the Plan to the contrary.  This shall continue in effect until the end
of the last calendar year  beginning  before the effective date of final  regulations  under Code § 401(a)(9) or such other date as may
be specified in guidance published by the Internal Revenue Service.


	8.6	
Form of Payment.

Distributions shall be in one lump sum payment, except as otherwise provided in this Article
VIII. Further, all distributions shall be in cash, except as provided in
subsections (a) and (b) below with respect to a “qualified
Participant,” i.e., a Participant receiving a withdrawal under
Section 6.5 (relating to withdrawals after attaining age 59-1/2), a Participant
or Surviving Spouse receiving a partial distribution under Section 8.2(b)
(relating to partial distributions to Retirees, Participants with Disabilities
and Surviving Spouses) or a lump sum distribution under this Article VIII (other
than a distribution subject to the cashout rules of Section 8.8).


	 	(a)	
A qualified Participant may elect to receive his entire interest in the
PepsiCo Common Stock Fund in whole shares of PepsiCo Common Stock (but with
cash paid for any fractional shares, uninvested cash or amounts invested for
liquidity purposes).


	 	(b)	
A qualified Participant may elect to receive his entire interest in the
BrokerageLink in the form of those investments maintained for him or her under
the BrokerageLink at the time payment of the Participant’s distribution is
processed (but such a distribution shall be subject to procedures established by
the recordkeeper). 


	 	 	
A qualified Participant may make an election under subsection (a) or (b), or under
both subsections (a) and (b). To be effective, any election under this Section
shall be made in the manner and form specified by the Plan Administrator from
time to time.


	8.7	
Amount of Distribution.

The amount of any distribution to be made based on the value of a Participant’s
Account, or a portion thereof, shall be determined with reference to the value
of such Account (or portion thereof) as of the time the payment of the
distribution is processed.


	8.8	
Cashout Distributions.

If the vested portion of the Account of a Participant who has had a Separation from
Service does not exceed $5,000 on the date payment of the distribution is
processed, the Participant’s Account shall be distributed in a lump sum to
the Participant (or, if the Participant’s Separation from Service occurred
on account of the Participant’s death, to the Participant’s
Beneficiary); provided, however, this rule shall not apply to
Participants who are receiving installment distributions. The Plan recordkeeper
shall review the Account balances of Participants on a quarterly basis to make
this determination. In addition, for Plan Years beginning on or after January 1,
2002, the vested portion of a Participant’s Account for purposes of the
first sentence of this Section shall be determined without regard to that
portion of the Account that is attributable to Rollover Contributions.


	8.9	
Direct Rollovers.

A Participant (or an alternate payee or a Beneficiary that is the
Participant’s Surviving Spouse) may elect to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan by
submitting a request through the Participant Response System.


	8.10	
Qualified Domestic Relations Orders.

The Plan Administrator shall establish reasonable procedures to determine the
qualified status of a domestic relations order in accordance with the
requirements of Code § 414(p) and ERISA § 206(d). An alternate payee
under a qualified domestic relations order may receive a distribution from this
Plan prior to the date the Participant to whom the order relates attains the
earliest retirement age under the Plan, even if this precedes the
Participant’s Separation from Service. An alternate payee will be eligible
for periodic installments under Sections 8.2 and 8.3 if the Participant would be
eligible for such installments by separating from service and receiving a payout
on the proposed distribution date selected by the alternate payee. For purposes
of Code § 401(a)(9), an alternate payee’s separate interest in the
Plan shall be distributed beginning not later than the Participant’s
required beginning date and shall be paid out based on the life expectancy of
the alternate payee.


	8.11	
Beneficiary Designation.


	 	(a)	
A Participant may from time to time designate a Beneficiary to receive
the value of his or her Account following the Participant’s death by
properly completing a Beneficiary Designation Form and filing it with the Plan
Administrator. Notwithstanding the preceding sentence, if a Participant dies
leaving a Surviving Spouse before the complete distribution of his or her
Account, the Participant’s Beneficiary shall be the Participant’s
Surviving Spouse, unless such Surviving Spouse has consented to the designation
of another Beneficiary (in a writing that acknowledges the effect of such
consent and that is: (A) witnessed by a notary public, (B) for consents executed
before the Effective Date, before a Plan representative, or (C) as otherwise
provided by applicable law and permitted by the Plan Administrator)
provided, the Spouse’s consent shall not be required if:


	 	 	(i)	
The Plan Administrator is unable to locate the Participant's Spouse;


	 	 	(ii)	
The  Participant is legally  separated or the spouse has abandoned the  Participant  and
the Participant has a court order to that effect; or


	 	 	(iii)	
Other circumstances exist under which the Secretary of the Treasury will excuse the consent requirement.


	 	
If the Participant’s Spouse is legally incompetent to give consent, the
Spouse’s legal guardian may give consent (even if the Participant is the
legal guardian). Consent by a Spouse, or establishment that a Spouse’s
consent cannot be obtained, shall only be effective with respect to such
individual Spouse.


	 	(b)	
If a Participant does not have a Beneficiary or if the Beneficiary
predeceases the Participant, then the Plan Administrator shall direct the
Trustee to pay the Participant’s Account to the Participant’s estate.


	 	(c)	
If the Beneficiary survives the Participant, but dies prior to the
complete distribution of the Participant’s Account, the Plan Administrator
shall direct the Trustee to pay the amounts remaining in the Participant’s
Account to the Beneficiary’s estate (unless the Plan
Administrator establishes written rules that allow a Beneficiary to name another
Beneficiary, in which case amounts remaining in the Participant’s Account
shall be paid to such Beneficiary if so designated through a Beneficiary
Designation Form).


	 	(d)	
If the Plan Administrator, after reasonable inquiry, is unable within one
year to determine whether or not any designated Beneficiary survived the event
that entitled him or her to receive a distribution of any benefit under the
Plan, the Plan Administrator shall conclusively presume that such Beneficiary
died prior to the date he or she was entitled to a distribution.


	 	(e)	
If the Participant designates more than one Beneficiary (whether such
individuals are primary Beneficiaries or contingent Beneficiaries), the
following rules shall apply regarding distributions:



	 	 	(i)	
If the Participant has designated one or more primary  Beneficiaries and one or more contingent  Beneficiaries,  no contingent
Beneficiary  shall be entitled to any portion of a distribution if the Participant is survived by any person
designated as a primary Beneficiary.



	 	 	(ii)	
If the  Participant  has  designated  two  primary  Beneficiaries  and  only  one  of  the  primary
Beneficiaries  survives the Participant,  the surviving primary Beneficiary shall be entitled to 100% of the
Participant’s Account upon the death of the Participant,  regardless of whether any contingent Beneficiaries
have been designated.


	 	 	(iii)	
If the  Participant  designates  three  or  more  primary  Beneficiaries,  and  any of the  primary
Beneficiaries predecease the Participant, then upon the death of the Participant:






	 	 	 	 	 
	 	 	 	(A)	
the surviving  primary  Beneficiaries  shall share equally in the portion of the Account that would
have been allocated to the deceased  primary  Beneficiary,  then the Beneficiary  Designation  Form
shall govern, and


	 	 	 	(B)	
in all other  cases,  the  deceased  primary  Beneficiary’s  share of the  Participant’s  Account  shall be  allocated  to the
surviving  primary  Beneficiaries in a pro rata fashion based upon the allocations  made to the surviving  primary  Beneficiaries.  For
example, if primary Beneficiaries A, B, and C have been allocated 60%, 20%, and 20% of the Participant’s Account,  respectively,  and C
predeceases the Participant, then A and B shall be entitled to 75% and 25% of the Account, respectively.



	 	 	 	 
	 	 	
If all primary Beneficiaries predecease the Participant and contingent
Beneficiaries have been designated, then the rules in paragraphs (ii) and (iii)
above shall apply with respect to allocating the Participant’s Account
among the contingent Beneficiaries.


	8.12	
Incompetent or Lost Distributee.


	 	(a)	
If the Plan Administrator determines that a Participant or
Beneficiary entitled to a distribution hereunder is unable to care for his or
her affairs because of illness or accident or because he or she is a minor,
then, unless a claim is made for the benefit by a duly appointed legal
representative, the Plan Administrator may direct that such distribution be paid
to such distributee’s spouse, child, parent or other blood relative, or to
a person with whom such distributee resides. Any such payment, when made, shall
be a complete discharge of the liabilities of the Plan therefore. 


	 	(b)	
In the event that the Plan Administrator, after reasonable and diligent
effort, cannot locate any person to whom a payment or distribution is due under
the Plan, and no other distributee has become entitled to such distribution
pursuant to any provision of the Plan, the Participant’s Account in respect
of which such payment or distribution is to be made shall be forfeited six
months after the date in which such payment or distribution first becomes due or
such later date as the Plan Administrator prescribes (but in all events prior to
the time such Account would otherwise escheat under any applicable State law);
provided, however, that any Account so forfeited shall be
reinstated, in accordance with subsection (e) of this Section, if such person
subsequently makes a valid claim for such benefit. 


	 	(c)	
The Plan Administrator shall be deemed to have made a reasonable and
diligent effort to locate a person if it has sent notification describing the
relative values of the optional forms of benefit available under the Plan
(including any right to defer such distribution) and the risk of forfeiture of
such benefit by certified or registered mail to the last known address of such
person.


	 	(d)	
If a Participant or Beneficiary whose Account is forfeited pursuant to
subsection (b) of this Section makes a valid claim for benefits, the Plan
Administrator shall restore the Participant’s Account to the same
dollar amount as the dollar amount forfeited, unadjusted for any gains or losses
occurring subsequent to the date of the forfeiture. Such amounts shall be
restored from the amount of forfeitures that the Employer would have otherwise
allocated to Participants. To the extent the amount of available forfeitures is
insufficient to enable the Plan Administrator to make the required restoration,
the Employer must contribute, without regard to any requirement or condition of
Articles XIII through XVI the additional amount necessary to enable the Plan
Administrator to make the required restoration.


	 	(e)	
Accounts restored under this Section 8.12 shall be distributed no later
than 60 days after the close of the Plan Year in which the Account is restored
(provided the Participant is not employed by the PepsiCo Organization at such
time).


	
ARTICLE IX - INVESTMENT OF THE TRUST


	9.1	
Trust Agreement.


The assets of the Plan shall be held in the Trust by one or more Trustees selected
by the Company and pursuant to the terms of a Trust Agreement. The Trust
Agreement shall provide that:


	 	(a)	
Subject to Participants’ Investment
Elections and the terms of the Plan, the assets of the Trust
shall be invested and reinvested in such investments as either the Trustee or
investment managers appointed by the Investment Committee deem advisable from
time to time; and


	 	(b)	
The Investment Committee has concurrent authority, exercisable at its
sole discretion, to direct the Trustee as to the sale or purchase of particular
assets.


	9.2	
Appointment of Investment Managers.


The Investment Committee shall have authority to appoint investment managers to
manage all or a portion of the Trust. Any investment manager appointed by the
Investment Committee shall be:


	 	(a)	
An investment adviser under the Investment
Advisers Act of 1940; 


	 	(b)	
A bank as defined in the Investment Advisors Act of
1940; or 


	 	(c)	
An insurance company qualified to perform investment management
services under the laws of more
than one State, and must acknowledge in writing that it is a fiduciary with respect to the Plan.


	9.3	
Investment Manager Powers.


Subject to the Investment Elections made by Participants and to the terms of the Plan
and the investment management agreement, an investment manager shall have the
power to invest and reinvest the Trust assets (including the authority to
acquire and dispose of Plan assets) for which it has been given discretionary
authority, as it deems advisable.


	9.4	Power to
Direct Investments.


The Company retains no authority or responsibility over the management, acquisition
or disposition of Plan assets except with respect to the Company’s power to
select, retain and replace Trustees, investment managers and the Investment
Committee.


	9.5	Exclusive
Benefit Rule.


Except as otherwise provided in the Plan, no part of the corpus or income of the funds
of the Plan shall be used for, or diverted to, purposes other than for the
exclusive benefit of Participants and other persons entitled to benefits under
the Plan. No person shall have any interest in or right to any part of the
assets held under the Plan, or any right in, or to, any part of the assets held
under the Plan, except to the extent expressly provided by the Plan.


	ARTICLE X -
PLAN ADMINISTRATION


	10.1	
Allocation of Responsibility Among Fiduciaries for Plan and Trust
Administration.


The Fiduciaries shall have only those specific powers, duties, responsibilities, and
obligations as are specifically given them under this Plan or the Trust
Agreement. The Plan Administrator shall have the sole responsibility for the
administration of the Plan, which responsibility is specifically described in
this Plan and the Trust Agreement, except where an agent is appointed to perform
administrative duties as specifically agreed to by the Plan Administrator and
the agent. Subject to Article IX, the Trustee shall have the sole responsibility
for the administration of the Trust and the management of the assets held under
the Trust as specifically provided in the Trust Agreement, except where an
investment manager has been appointed or as provided otherwise in the Trust
Agreement. Each Fiduciary warrants that any direction given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan or the Trust Agreement, as the case may be, authorizing or providing
for such direction, information or action. Furthermore, each Fiduciary may rely
upon any direction, information or action of another Fiduciary as being proper
under this Plan or the Trust, and is not required under this Plan or the Trust
Agreement to inquire into the propriety of any direction, information or action.
It is intended under this Plan and the Trust Agreement that each Fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under this Plan and the Trust Agreement and
shall not be responsible for any act or failure to act of another Fiduciary. No
Fiduciary guarantees the Trust in any manner against investment loss or
depreciation in asset value.


	10.2	
Administration.


The Plan shall be administered by the Plan Administrator which may appoint or employ
individuals to assist in the administration of the Plan and which may appoint or
employ any other agents it deems advisable, including legal counsel, actuaries
and auditors to serve at the Plan Administrator’s direction. All usual and
reasonable expenses of maintaining, operating and administering the Plan and the
Trust, including the expenses of the Plan Administrator and the Trustee (and
their agents), shall be paid from the Trust (whether directly or by
reimbursement to the Company), except to the extent the Company or the Employer
pays such expenses and a final decision is made not to request reimbursement
from the Trust.


	10.3	Claims
Procedure.


	 	(a)	
Discretionary Authority. The Plan Administrator,
or a party designated by the Plan Administrator, shall have the exclusive
discretionary authority to construe and to interpret the Plan, to decide all
questions of eligibility for benefits and to determine the amount of such
benefits, and its decisions on such matters are final and conclusive. As a
result, benefits under this Plan will be paid only if the Plan Administrator
decides in its discretion that the Participant (or other claimant) is entitled
to them. The Plan Administrator’s discretionary authority is intended to be
absolute, and in any case where the extent of this discretion is in question,
the Plan Administrator is to be accorded the maximum discretion possible. Any
exercise of this discretionary authority shall be reviewed by a court under the
arbitrary and capricious standard (i.e., the abuse of discretion standard). 


	 	(b)	
Procedures for Claims Filed on or after January 1, 2002. If,
pursuant to the discretionary authority provided for above, an assertion of any
right to a benefit that is filed on or after January 1, 2002 by or on behalf of
a Participant or Beneficiary is wholly or partially denied, the Plan
Administrator, or a party designated by the Plan Administrator, will provide
such claimant the claims review process described in this Subsection. The Plan
Administrator has the discretionary right to modify the claims process described
in this Section in any manner so long as the claims review process, as modified,
includes the steps described below: Within a 90-day response period following
the receipt of the claim by the Plan Administrator, the Plan Administrator will
provide a comprehensible written notice setting forth:


	 	 	(i)	
The specific reason or reasons for the denial;


	 	 	(ii)	
Specific reference to pertinent Plan provisions on which the denial is based;


	 	 	(iii)	
A  description  of any  additional  material or  information  necessary for the
claimant  to  submit  to  perfect  the  claim  and an  explanation  of why such
material or information is necessary; and


	 	 	(iv)	
A description of the claims review process (including the time limits
applicable to such process and a statement of the claimant’s right to bring
a civil action under ERISA following a further denial on review).


	 		
If the Plan Administrator determines that special circumstances require an
extension of time for processing the claim, it may extend the response period
from 90 to 180 days. If this occurs, written notice of the extension will be
furnished to the claimant before the end of the initial 90-day period,
indicating the special circumstances requiring the extension and the date by
which the Administrator expects to make the final decision. Further review of a
claim is available upon written request by the claimant to the Plan
Administrator within 60 days after receipt by the claimant of written notice of
the denial of the claim. Upon review, the Plan Administrator shall provide the
claimant a full and fair review of the claim, including the opportunity to
submit to the Plan Administrator written comments, documents, records and other
information relevant to the claim and the Plan Administrator’s review shall
take into account such comments, documents, records and information regardless
of whether it was submitted or considered at the initial determination. The
decision on review shall be made within 60 days after receipt of the request for
review, unless circumstances warrant an extension of time not to exceed an
additional 60 days. If this occurs, written notice of the extension will be
furnished to the claimant before the end of the initial 60-day period,
indicating the special circumstances requiring the extension and the date by
which the Plan Administrator expects to make the final decision. The final
decision shall be in writing and drafted in a manner calculated to be understood
by the claimant, and shall include the specific reasons for the decision with
references to the specific Plan provisions on which the decision is based.


	 	(c)	
Procedures for Claims Filed Before January 1, 2002. For claims
filed before January 1, 2002, the procedures for filing claims with the Plan
shall be as described in subsection (b) above, except that the following special
rules shall apply:


	 	 	(i)	
The written  notice sent to the  claimant  shall not be  required to include a statement  of the  claimant’s
right to bring a civil action under ERISA following a further denial on review.


	 	 	(ii)	
If a written  notice is not sent by the Plan  Administrator  within the  applicable 90- or 60-day period (or
180- or 120-day period,  if extended)  denying a claim,  the claim will be considered to be deemed denied at
the end of such period.


	 	 	(iii)	
Upon  further  review of a claim  initially  denied,  the Plan  Administrator  is not  required  to consider
comments,  documents,  records or other  information  submitted by the claimant in support of the claimant’s
claim,  if such comments,  documents,  records or other  information  was not submitted or considered at the
initial determination of the claim.


	 	(d)	
Review in Court. Any claim referenced in this Section that is
reviewed by a court, arbitrator, or any other tribunal shall be reviewed solely
on the basis of the record before the Plan Administrator. In addition, any such
review shall be conditioned on the claimants having fully exhausted all rights
under this Section.


	10.4	
Records and Reports.


The Plan Administrator shall exercise such authority and responsibility as it deems
appropriate in order to comply with ERISA and government regulations issued
thereunder relating to records of Participants’ service and benefits,
notifications to Participants; reports to, or registration with, the Internal
Revenue Service; reports to the Department of Labor; and such other documents
and reports as may be required by ERISA.


	10.5	
Administrative Powers and Duties.


The Plan Administrator shall have such powers and duties as may be necessary or
desirable to discharge its functions hereunder, including:


	 	(a)	To exercise its
discretionary authority to construe and interpret the Plan, decide all
questions of  eligibility  and determine  the amount,  manner and time of payment of any benefits
hereunder;


	 	(b)	
To prescribe  procedures to be followed by Participants or Beneficiaries  filing applications for
benefits;


	 	(c)	
To  prepare  and  distribute,  in  such  manner  as  the  Plan  Administrator  determines  to  be
appropriate, information explaining the Plan;


	 	(d)	
To  receive  from  employees  and  agents  and from  Participants  such  information  as shall be
necessary for the proper administration of the Plan;


	 	(e)	
To receive,  review and keep on file (as it deems  convenient or proper) reports of the financial
condition, and of the receipts and disbursements, of the Trust from the Trustee;


	 	(f)	
To appoint or employ individuals or other parties to assist in the
administration of the Plan and any other agents it deems advisable, including
accountants, actuaries and legal counsel (which may be legal counsel for the
Company); and 


	 	(g)	
To delegate to other persons or entities, or to designate or employ
persons to carry out any of the Plan Administrator’s fiduciary duties or
responsibilities or other functions under the Plan.


	10.6	
Rules and Decisions.


The Plan Administrator may adopt such rules and procedures as it deems necessary,
desirable, or appropriate. To the extent practicable and as of any time, all
rules and decisions of the Plan Administrator shall be uniformly and
consistently applied to Participants in the same circumstances. When making a
determination or calculation, the Plan Administrator shall be entitled to rely
upon information furnished by a Participant or beneficiary, the legal counsel of
the Plan Administrator, or the Trustee.


	10.7	
Procedures.


The Plan Administrator shall keep all necessary records and forward all necessary
communications to the Trustee. The Plan Administrator may adopt such regulations
as it deems desirable for the administration of the Plan.



	10.8	
Authorization of Benefit Distributions.


The Plan Administrator shall issue directions to the Trustee concerning all benefits
which are to be paid from the Trust pursuant to the provisions of the Plan, and
shall warrant that all such directions are in accordance with this Plan.


	10.9	
Application and Forms for Distributions.


The Plan Administrator may require a Participant to complete and file with the Plan
Administrator an application for a distribution and all other forms (or other
methods for receiving information) approved by the Plan Administrator,
and to furnish all pertinent information requested by the Plan
Administrator. The Plan Administrator may rely upon all such information so
furnished it, including the Participant’s current mailing address, age and
marital status.


	
ARTICLE XI - AMENDMENT AND TERMINATION


	11.1	
Amendment of the Plan.


The Company shall have the right in its discretion at any time by instrument in
writing, duly executed, to modify, alter or amend this Plan in whole or in part.
However, except as permissible under the Code and ERISA, no amendment shall:


	 	(a)	
Reduce the amounts in any Participant’s Account because of
forfeiture or reduce the vested right or interest to which any Participant or
Beneficiary is then entitled under this Plan;


	 	(b)	
Eliminate an optional form of benefit with respect to a  Participant’s  Account as of the date of
the amendment;


	 	(c)	
Cause or authorize any part of the Trust Fund to revert or be refunded to the Employer, or


	 	(d)	
Cause any  assets of the  Trust to be used for,  or  diverted  to,  purposes  other  than for the
exclusive benefit of Participants and their Beneficiaries (other than such part as is
required to pay taxes and expenses of administration).


	 	
To the extent permitted under the Code, the Company shall have the right to amend
the Plan at any time, retroactively or otherwise, in such respects and to such
extent as may be necessary to qualify it under existing and applicable laws and
regulations in order to make available to the Employers the tax benefits
associated with qualified plans, including the full deduction for tax purposes
of the Employer contributions made hereunder. A participating Employer shall not
have the right to amend the Plan. Notwithstanding any provision herein to the
contrary, the Company may by such amendment decrease or otherwise affect the
rights of Participants hereunder if, and to the extent, necessary to accomplish
such purpose.


	11.2	
Right to Terminate the Plan or Discontinue Contributions.


The Company reserves the right to terminate the Plan or completely discontinue
contributions under the Plan for any reason, at any time. Action taken by the
Company to terminate the Plan or discontinue contributions shall be in writing
and shall be effective as of the date set forth in such writing.


	11.3	
Effect of Termination or Discontinuance of Contributions.


As of the date of a complete termination of the Plan or the complete discontinuance
of contributions to the Plan, each Participant who is then an Employee shall
become 100% vested in his or her Account. Upon termination, all Accounts shall
be distributed to or for the benefit of the Participant or continued in trust
for his or her benefit, as the Plan Administrator shall direct. After
distribution of all Accounts under the Plan, any amounts remaining in the
suspense account established under Section 15.2(b) shall revert to the Employer,
as permitted by the Code.


	11.4	
Effect of a Partial Termination.


As of the date of a partial termination, each affected Participant who is then an
Employee shall become 100% vested in his or her Account and the Accounts of
Participants affected by the partial termination shall be distributed to or for
the benefit of such Participants or continued in trust for their benefit, as the
Plan Administrator shall direct.


	11.5	
Plan Merger.


The Company may not merge or consolidate the Plan with, or transfer any assets or
liabilities to, any other plan, unless each Participant would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer, which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation or
transfer if the Plan had then terminated.


	11.6	
Additional Participating Employers.


With the consent of the Plan Sponsor, any other corporation may become a
participating Employer under the Plan for the benefit of its Eligible Employees,
with such changes and variations in Plan terms as the Plan Sponsor approves. Any
such inclusion shall be contingent upon the Internal Revenue Service not making
a determination that it adversely affects the qualified status of the Plan and
Trust. A corporation that becomes a participating Employer under the Plan shall
compile and submit all information required by the Plan Sponsor with reference
to its Eligible Employees.


	11.7	
Withdrawal of a Participating Employer.


A participating Employer may withdraw from the Plan upon six month’s prior
written notice to the Plan Administrator (unless the Plan Administrator approves
a shorter notice period). If a participating Employer discontinues or suspends
contributions to the Plan upon behalf of its employees or if a participating
Employer shall become insolvent or bankrupt, or be dissolved, such participating
Employer shall be deemed to have withdrawn from the Plan (unless otherwise
provided by the Plan Sponsor). If a participating Employer ceases to be a member
of the PepsiCo Organization, such participating Employer shall only continue to
be a participating Employer to the extent expressly permitted by the Plan
Sponsor.


	
ARTICLE XII - MISCELLANEOUS PROVISIONS


	12.1	
Action by the Company.


Any action by the Company, including any amendment authorized to be made under
Section 11.1, shall be made in accordance with procedures authorized by the
Company’s Board of Directors from time to time. In addition, any person or
persons authorized by the Board may take action on behalf of the Company. Any
action taken by any such person or persons shall be effective provided it is
executed in accordance with the authorization of the Board.


	12.2	No Right
to Be Retained in Employment.


Nothing contained in this Plan shall give any Participant or Employee the right to be
retained in the employment of the Employer or affect the right of any Employer
to dismiss any Participant or Employee.


	12.3	
Non-Alienation of Benefits.


	 	(a)	
In General. Except as provided in subsections (b) and (c) below,
and to the extent permitted by law, the right of any Participant or Beneficiary
to any benefit or to any payment hereunder shall not be subject in any manner to
anticipation, assignment, alienation, attachment, sale, transfer, pledge,
encumbrance, charge, garnishment, execution, levy or other legal, equitable, or
other process of any kind, either voluntary or involuntary, and any attempt to
anticipate, assign, alienate, attach, sell, transfer, pledge, encumber, charge,
garnish, execute, levy or otherwise dispose of any right to a benefit or payment
hereunder shall be void. The Trust shall not in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or torts of any
person entitled to benefits hereunder.


	 	(b)	
Qualified Domestic Relations Orders. Notwithstanding subsection
(a) above, payment of Plan benefits shall be made in accordance with a
“qualified domestic relations order” that meets the requirements of
Code § 414(p) and ERISA § 206(d), under the procedures developed in
accordance with Section 8.10. Neither the Plan, the Company, an Employer, the
Plan Administrator nor the Trustee shall be liable in any manner to any person,
including any Participant or Beneficiary, for complying with a domestic
relations order that is considered a qualified domestic relations order in
accordance with Code §414(p) and ERISA §206(d).


	 	(c)	
Crimes and  Fiduciary  Violations.  The  nonalienation  provisions  set forth in  subsection  (a)
above shall not apply in the case of a Participant's liability to the Plan due to:


	 	 	(i)	
The Participant's conviction of a crime involving the Plan;


	 	 	(ii)	
A judgment,  consent  order or decree  entered by a court in an action for  violation of
fiduciary standards; or


	 	 	(iii)	
A settlement  agreement involving the Department of Labor or Pension Benefits Guaranty Corporation in connection with
a violation of fiduciary standards.


	12.4	
Requirement to Provide Information to Plan Administrator.


Prior to the time any amount shall be distributed under the Plan, a Participant or
other person entitled to benefits must file with the Plan Administrator such
information as the Plan Administrator shall require to establish his or her
rights and benefits under the Plan


	12.5	
Source of Benefit Payments.


Benefits provided under the Plan shall be paid or provided for solely from the Trust, and
neither the Company, an Employer, the Plan Administrator, the Trustee, or any
investment manager shall assume any liability therefor.


	12.6	
Construction.


The terms of this Plan shall be construed in accordance with this Section.


	 	(a)	
References:  Singular  references may include the plural,  and plural  references may include the
singular, unless the context clearly indicates to the contrary.


	 	(b)	
Compounds of the Word “Here”: The words
“herein”, “hereof”, “hereunder” and other similar
compounds of the word “here” shall mean and refer to the entire Plan,
not to any particular provision or section.


	 	(c)	
Examples: Whenever an example is provided or the text uses the
term “including” followed by a specific item or items, or there is a
passage having similar effect, such passages of the Plan shall be construed as
if the phrase “without limitation” followed such example or term (or
otherwise applied to such passage in a manner that avoids limits on its breadth
of application).


	 	(d)	
Effect of Specific References: Specific references in the Plan to
the Plan Administrator’s discretion shall create no inference that the Plan
Administrator’s discretion in any other respect, or in connection with any
other provisions, is less complete or broad.


	 	(e)	
Subdivisions of the Plan Document: This Plan document is divided
and subdivided using the following progression: articles, sections,
subsections, paragraphs and subparagraphs. Articles are designated by
capital roman numerals. Sections are designated by Arabic numerals containing a
decimal point. Subsections are designated by lower-case letters in parentheses.
Paragraphs are designated by lower-case roman numerals. Subparagraphs are
designated by upper-case letters in parentheses. Any reference in a section to a
subsection (with no accompanying section reference) shall be read as a reference
to the subsection with the specified designation contained in that same section.
A similar reading shall apply with respect to paragraph references within a
subsection and subparagraph references within a paragraph.


	 	(f)	
Invalid  Provisions:  If any  provision  of this Plan is, or is  hereafter  declared  to be void,
voidable,  invalid  or  otherwise  unlawful,  the  remainder  of the Plan  shall not be  affected
thereby.


	 	(g)	
Interpreting Article XI: In all circumstances, the provisions
of Article XI shall be interpreted in the manner which imposes the least
limitation on the Company’s claimed right of amendment. In this regard, it
is specifically intended that any ambiguities in the Plan are to be resolved in
the manner which minimizes the limitation on any right of amendment that is
claimed directly or indirectly against one or more Employees or Participants.
Notwithstanding any other provision of the Plan, it is expressly permissible for
the Company to clarify the terms of this document, even retroactively, by an
amendment accomplishing a good faith correction of any typographical error or
inadvertent scrivener’s error.


	12.7	
Governing Law.


The Plan is intended to qualify under Code §§ 401(a) and 401(k) and to
comply with ERISA and shall be construed and interpreted in a manner consistent
with the requirements of these laws. The Plan and the rights of all persons
under the Plan shall be further construed and administered in accordance with
the laws of the State of New York, in the event that ERISA does not preempt
state law in a particular circumstance.


	
ARTICLE XIII - LIMITATION ON PRE-TAX CONTRIBUTIONS


	13.1	
Code §402(g) Limitation on Pre-tax Contributions.


An Employee’s Pre-tax Contributions plus elective deferrals made under any
other Plan of the Employer for a calendar year may not exceed:


	 	(a)	
As of the Effective Date, $10,500; 


	 	(b)	
Subject to (c) below, for Plan Years beginning on or after January 1, 2002,
$11,000; and 


	 	(c)	
Such higher amount as may permissibly apply for a Plan Year pursuant to
Code §402(g); 


		
provided, however, for Plan Years beginning on
or after January 1, 2002, an Employee’s Pre-Tax Contributions may include
such higher dollar amounts to the extent permitted under Section 3.2(c) and Code
 § 414(v).


	13.2	Treatment
of Excess Deferrals.


	 	(a)	
If, during the Plan Year, the Plan Administrator determines that
continued contribution of Pre-tax Contributions for the Plan Year on behalf of
an Employee would exceed the Code § 402(g) limitation, the Employer shall
not make any additional Pre-tax Contributions with respect to such Employee for
the remainder of that Plan Year. 


	 	(b)	
If, during the Plan Year, the Plan Administrator determines that Pre-tax
Contributions made on behalf of an Employee exceed the Code § 402(g)
limitation, the Plan Administrator shall distribute the amount of such Excess
Deferral, adjusted for allocable income and losses, no later than the April 15th
following the Plan Year in which such Excess Deferrals were made. If the amount
of such Excess Deferrals are not distributed within the time period provided in
the prior sentence, the amount of the Excess Deferrals shall be treated as
Annual Additions under Section 15.1(a). 


	 	(c)	
The Plan Administrator shall reduce the amount of Excess
Deferrals for a Plan Year distributable to the Employee by the amount of Excess
Contributions if any, previously distributed to the Employee with respect to the
Plan Year for which such Excess Deferrals and Excess Contributions were made.


	 	(d)	
Excess Deferrals shall be adjusted for any income or loss for the taxable
year to which they relate, using either the method in Treas. Reg. §
1.402(g)-1(e)(5)(iii) or any other reasonable method for computing the income or
loss allocable to Excess Deferrals; provided such other reasonable method
is used consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income or loss to Participants’ accounts. Income or loss
allocable to the period between the end of the taxable year and the date of
distribution shall be disregarded in determining income or loss. 


	13.3	
Coordination With Other Arrangements In Which Salary Is Deferred.


If an Employee participates in another plan under which he or she makes elective
deferrals pursuant to a Code § 401(k) arrangement, elective deferrals under
a simplified employee pension, or salary reduction contributions to a
tax-sheltered annuity, he or she may submit a request to the Plan Administrator
through the Participant Response System for Excess Deferrals made to this Plan
with respect to the calendar year. Any such claim must be submitted by the
Employee no later than the March 1st following the close of the particular
calendar year in which such elective deferrals were made and must specify the
amount of the Employee’s Pre-tax Contributions under this Plan which are
Excess Deferrals. If the Plan Administrator receives a timely claim, it shall
distribute the Excess Deferrals the Employee has assigned to this Plan (as
adjusted for allocable income or loss), in accordance with Section 13.2.


	
ARTICLE XIV - NONDISCRIMINATION RULES


	14.1	
Definitions Applicable to the Nondiscrimination Rules.


For purposes of this Article XIV, the following terms when capitalized and used in
this Article XIV shall have the meaning ascribed to them in this Section 14.1.



	 	(a)	
“Actual Deferral Percentage” means the ratio
(expressed as a percentage) of Pre-tax Contributions
made on behalf of an Eligible Employee for the Plan Year to the Eligible
Employee’s Compensation for the Plan Year. A Non-highly Compensated
Employee’s Actual Deferral Percentage does not include elective deferrals
made to this Plan or to any other Plan maintained by the Employer, to the extent
such Pre-tax Contributions exceed the limitation on Pre-tax Contributions set
forth in Article XIII. However, a Highly Compensated Employee’s Actual
Deferral Percentage does include elective deferrals made to this Plan or to any
other Plan maintained by the Employer, to the extent such Pre-tax Contributions
exceed the limitation on Pre-tax Contributions set forth in Article XIII.


	 	(b)	
“Average Actual Deferral Percentage” means, for any
group of Eligible Employees who are Participants or eligible to be Participants,
the average (expressed as a percentage) of the Actual Deferral Percentages for
each of the Eligible Employees in that group, including those for whom no
Pre-tax Contributions were made.


	 	
If the Plan Administrator elects to: (i) calculate the Average Actual Deferral
Percentage for Employees who have not met the minimum age and service
requirements of Code § 410(a)(1)(A) separately for coverage pursuant to
Code § 410(b)(4)(B), and (ii) exclude from the Average Actual Deferral
Percentage calculation all Non-highly Compensated Employees who have not met
such minimum age and service requirements pursuant to Code § 401(k)(3)(F),
the Plan is not required to use the same method for crediting service
(e.g., elapsed time or actual counting of hours) for both of these tests.



	14.2	
Actual Deferral Percentage Test.


	 	(a)	
With respect to each Plan Year, the Average  Actual  Deferral  Percentage for Eligible  Employees
who are Participants or eligible to be Participants must satisfy one of the following tests:


	 	 	(i)	
The  Average  Actual  Deferral  Percentage  for the  Plan  Year for  Highly  Compensated
Employees who are Participants or eligible to be Participants for the Plan Year shall not
exceed the Average Actual Deferral Percentage for the preceding Plan Year for
Non-highly Compensated Employees who are Participants or eligible to be
Participants for the preceding Plan Year multiplied by 1.25; or


	 	 	(ii)	
The Average Actual Deferral  Percentage for the Plan Year for Highly  Compensated  Employees who are  Participants or eligible
to be  Participants  for the Plan Year shall not exceed  the  Average  Actual  Deferral  Percentage  for the
preceding  Plan  Year  for  Non-highly  Compensated  Employees  who  are  Participants  or  eligible  to  be
Participants  for the preceding  Plan Year  multiplied by two;  provided  that the Average  Actual  Deferral
Percentage for such Highly Compensated  Employees does not exceed the Average Actual Deferral Percentage for
such Non-highly Compensated Employees by more than two percentage points.


	 	(b)	
The Plan Administrator may elect to calculate the Average Actual Deferral
Percentage in subsection (a) pursuant to Code § 401(k)(3)(F) by excluding
the Non-highly Compensated Employees who have not met the minimum age and
service requirements of Code section 410(a)(1)(A).


	 	(c)	
The portion of the Plan that covers collectively bargained Employees
shall be tested separately under subsection (a) from the portion of the Plan
that covers other Employees, except that the Plan Administrator may elect to
test collectively bargained Employees – (1) separately by each collective
bargaining unit, (2) by aggregating collective bargaining units into two or more
groups, on a basis that is reasonable and reasonably consistent from Plan Year
to Plan Year, or (3) by a combination of these methods.


	 	
Notwithstanding the above, (A) for the 1998 Plan Year, the Employer elected to use the Average
Actual Deferral Percentage for Non-highly Compensated Employees for the 1998
Plan Year rather than the preceding Plan Year, (B) for the 1999 Plan Year, the
Employer elected to use the Average Actual Deferral Percentage for Non-highly
Compensated Employees for the 1999 Plan Year rather than the preceding Plan
Year, and (C) for any Plan Year subsequent to the 2001 Plan Year, the Employer
may elect to use the Average Actual Deferral Percentage for Non-highly
Compensated Employees for the Plan Year being tested rather than the preceding
Plan Year provided such election must be evidenced by a Plan amendment and once
made may not be changed except as provided by the Secretary of the Treasury.


	14.3	
More Than One Employer-Sponsored Plan Subject to the ADP Test.


For purposes of this Article XIV, the Actual Deferral Percentage for any Highly
Compensated Employee who is a participant under two or more arrangements
described in Code § 401(k) sponsored by any employer within the PepsiCo
Organization shall be determined as if all such arrangements (other than
arrangements that may not be aggregated under applicable regulations) were one
Code § 401(k) arrangement. If the Code § 401(k) arrangements in which
the Highly Compensated Employee participates have different plan years, the
aggregate Actual Deferral Percentage shall be determined by counting the
deferrals made to such arrangements in the plan years ending in the same
calendar year.


	14.4	
Recharacterization of Pre-tax Contributions.


If Excess Contributions have been made on behalf of a Highly Compensated Employee
for the Plan Year, the Plan Administrator may recharacterize the Excess
Contributions as After-tax Contributions (or voluntary contributions under
another qualified plan if such plan has the same plan year), provided such
recharacterization occurs within 2-1/2 months of the Plan Year being tested. All
such recharacterized Contributions shall be subject to the same requirements and
limitations that apply to Pre-tax Contributions hereunder, in accordance with
the rules set forth in Treas. Reg. § 1.401(k)-1(f)(3)(ii), including all
distribution limitations, vesting requirements, funding requirements,
contribution limitations and top-heavy rules. The Plan Administrator may not
include Pre-tax Contributions (or other elective deferrals) in the Actual
Contribution Percentage test, unless the Plan which includes the Pre-tax
Contributions (or other elective deferrals) satisfies the Actual Deferral
Percentage test both with and without the recharacterized Excess Deferrals
included in the Actual Contribution Percentage test.


	14.5	
Treatment of Excess Contributions.


	 	(a)	
Excess Contributions (adjusted for allocable income or loss) which are
not recharacterized in accordance with Section 14.4 shall be distributed to the
appropriate Highly Compensated Employee no later than 12 months after the close
of the Plan Year in which such Excess Contribution arose. To the extent deemed
administratively possible and otherwise advisable by the Plan Administrator,
Excess Contributions shall be distributed within 2-1/2 months after the close of
the Plan Year in which such Excess Contributions arose, so as to avoid the
imposition of an excise tax.


	 	(b)	
Excess Contributions shall be adjusted for any income or loss for the
taxable year to which they relate, using either the method in Treas. Reg. §
1.401(k)-1(f)(4)(ii)(C) or any other reasonable method for computing the income
or loss allocable to Excess Contributions; provided  such other
reasonable method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by the
Plan for allocating income or loss to Participants’ accounts. Income or
loss allocable to the period between the end of the taxable year and the date of
distribution shall be disregarded in determining income or loss. 


	 	(c)	
In calculating the amount of Excess Contributions to be distributed, such
amount shall be determined by calculating the amount of Pre-tax Contributions
that would have to be distributed in order for the Plan to pass the Actual
Deferral Percentage test if, hypothetically, Pre-tax Contributions were
distributed to Highly Compensated Employees in order of the Actual Deferral
Percentages beginning with the highest of such percentages. However, after such
amount has been determined, Excess Contributions shall in fact be distributed to
Highly Compensated Employees on the basis of the amount of Pre-tax Contributions
by, or on behalf of, each of such Highly Compensated Employee in order of the
amount of Pre-tax Contributions for each such Highly Compensated Employee,
beginning with the highest of such amounts.


	14.6	
QNECs.


The Plan Administrator may determine the Actual Deferral Percentages of Eligible
Employees by taking into account QNECs and may determine the Actual Contribution
Percentages of Eligible Employees by taking into account QNECs (other than QNECs
used in the Actual Deferral Percentage test) made to this Plan or to any other
qualified Plan maintained by the Employer provided that each of the following
requirements are met:


	 	(a)	
The amount of Nonelective Contributions, including those QNECs treated as
Pre-tax Contributions for purposes of the Actual Deferral Percentage Test,
satisfies Code § 401(a)(4).


	 	(b)	
The amount of Nonelective Contributions, including those QNECs treated as
Pre-tax Contributions for purposes of the Actual Deferral Percentage Test and
those QNECs treated as Matching Contributions for purposes of the Actual
Contribution Test, satisfies Code § 401(a)(4).


	 	(c)	
The QNECs are (i) allocated to the QNECs Account of Eligible Employees
who are Participants as of a date within the Plan Year; (ii) not contingent upon
the Eligible Employee’s continued participation in the Plan subsequent to
the date of the allocation; and (iii) made to the Trust no later than the 12
month period immediately following the Plan Year to which such contribution
relates. 


	 	(d)	
The Plan Administrator may not include in the Actual Deferral Percentage
test any QNECs under another qualified plan unless that plan has the same plan
year as this Plan.


	 	(e)	
If, pursuant to this Section, the Plan Administrator has elected to
include QNECs in calculating the Average Actual Deferral Percentage, the Plan
Administrator shall first treat Excess Contributions as attributable
proportionately to Pre-tax Contributions. If the total amount of a Highly
Compensated Employee’s Excess Contributions for the Plan Year exceeds the
Employee’s Pre-tax Contributions, if any, for the Plan Year, the Plan
Administrator shall next treat the remaining portion of his Excess Contributions
as attributable to QNECs, if any.


	 	(f)	
The Plan Administrator shall reduce the amount of Excess Contributions
for a Plan Year distributable to a Highly Compensated Employee by the amount of
Excess Deferrals if any, previously distributed to that Employee for the
Employee’s taxable year ending in that Plan Year.


	14.7	
Required Plan Aggregation for Purposes of the ADP Test.


If the Employer treats two or more plans as a unit for coverage or
nondiscrimination purposes, the Employer must combine the Code § 401(k)
arrangements for purposes of determining whether each such arrangement satisfies
the Actual Deferral Percentage test and must combine the arrangements under
which matching contributions or Employee contributions are made;
provided, however, that aggregation shall not be required with
respect to arrangements within plans with different plan years; and
provided, further, that an employee stock ownership plan (or the
employee stock ownership plan portion of a plan) shall not be aggregated with a
non-employee stock ownership plan (or non-employee stock ownership plan portion
of a plan).


	14.8	
Required Plan Disaggregation for Purposes of the ADP Test.


If the Employer operates qualified separate lines of business under Code §
414(r), then to the extent required by law the Employer will disaggregate the
Code § 401(k) arrangements for each Separate Line of Business for purposes
of determining whether each such arrangement satisfies the Actual Deferral
Percentage Test and will disaggregate the arrangements under which employee
contributions are made with respect to each such Separate Line of Business.


	
ARTICLE XV - CODE § 415 LIMITATION


	15.1	
Definitions Applicable to the Code §415 Limitation.


For purposes of this Article XV, the following terms when capitalized and used in
this Article XV shall have the meaning ascribed to them in this Section 15.1.


	 	(a)	
“Annual Additions” means the sum credited to a Participant
for any Limitation Year of (i) Employer
contributions, (ii) Employee contributions, (iii) forfeitures, (iv) amounts
allocated to an individual medical account (as defined in Code §
415(l)(2)), which is part of a pension or annuity plan maintained by any 415
Affiliate and (v) amounts derived from contributions that are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code § 419A(d)(3)) under a welfare benefit fund (as
defined in Code § 419(e)) maintained by any 415 Affiliate. The term Annual
Additions shall not include Rollover Contributions made to the Plan or amounts
restored or repaid to the Plan in accordance with Code §§ 411(a)(7)(B)
and (C) and Article V of the Plan. Except to the extent provided in the Code and
Treasury regulations, Annual Additions include Excess Contributions regardless
of whether the Plan distributes or forfeits such excess amounts. Excess
Deferrals are not Annual Additions unless distributed after the April 15th
following the Plan Year in which such Excess Deferrals were made.


	 	(b)	
“Defined Contribution Plan” means any plan of the type
defined in Code §414(i) maintained by any 415 Affiliate which is described
in Code §415(k)(1).


	 	(c)	
“415 Affiliate” means a member of the PepsiCo
Organization, as defined in Section 1.45; provided, however, that for
purposes of determining whether a corporation is a member of a “controlled
group of corporations” (within the meaning of Code § 414(b) of which
the Company is also a member) the phrase “more than 50 percent” shall
be substituted for the phrase “at least 80 percent” wherever the
latter phrase appears in Code § 1563(a)(1). 


	 	(d)	
“415 Compensation” means Compensation, including (to the
extent not otherwise included) elective contributions that are made by an
Employer that are not includible in gross income under Code §§ 125,
402(e)(3) and 132(f)(4).


	 	(e)	
“Limitation Year ” means the Plan Year.


	15.2	
Code §415 Limitation on Annual Additions.


	 	(a)	
Notwithstanding any other provision of the Plan to the contrary with
respect to Plan Years beginning before January 1, 2002 and except to the extent
permitted under Section 3.2(c) and Code § 414(v) with respect to Plan Years
beginning on or after January 1, 2002, Annual Additions credited under the Plan
and all other Defined Contribution Plans maintained by any 415 Affiliate with
respect to each Participant for any Limitation Year shall not exceed the lesser
of: 


	 	 	(i)	
(A) As of the Effective  Date,  $30,000;  (B) as of the Limitation Year beginning on or after January 1, 2001,  $35,000;  (C) as of the
Limitation Year beginning on or after January 1, 2002; $40,000;  and  (D) notwithstanding  the preceding,  such higher amount as may be
determined from time to time and announced by the Secretary of the Treasury in accordance with Code § 415(d), or



	 	 	(ii)	
(A) As of the Effective Date, 25% of the Participant’s 415
Compensation for such Limitation Year; and (B) as of the Limitation Year
beginning on or after January 1, 2002, 100% of the Participant’s 415
Compensation for such Limitation Year.


	 	(b)	
If the Plan Administrator determines during a Plan Year that a
Participant will likely exceed the limit imposed by Section 15.2(a) (assuming
that a Participant’s Contribution Election remains in effect for the
remainder of the Limitation Year, and based on the Plan
Administrator’s estimate of a Participant’s 415 Compensation for the
Limitation Year), the Plan Administrator may reduce or eliminate the
Participant’s unmatched Pre-tax Contributions. If an allocation of Employer
contributions would result in an Excess Annual Addition to the
Participant’s Account (other than an Excess Annual Addition which results
from the application of the nondiscrimination rules under Article XIV), the Plan
Administrator may reallocate the Excess Annual Addition to the remaining
Participants who are eligible for an allocation of Employer contributions for
the Plan Year in which the Limitation Year ends. The Plan Administrator shall
reallocate the Excess Annual Additions pursuant to the allocation method under
the Plan as if the Participant whose Account otherwise would receive such Excess
Annual Addition were not eligible for an allocation of Employer
contributions. As soon as administratively feasible after the end of the
Plan Year, the Plan Administrator shall determine the actual limit which should
have applied to the Participant under Section 15.2(a) based on the
Participant’s actual 415 Compensation for such Limitation Year. 


		
If after the end of a Plan Year, the Plan Administrator determines that the Annual
Additions credited under the Plan with respect to a Participant for any
Limitation Year exceed the limitations of Section 15.2(a) as a result of (i) the
allocation of forfeitures, (ii) a reasonable error in estimating the
Participant’s 415 Compensation for the Limitation Year, (iii) a reasonable
error in determining the amount of Pre-tax Contributions that the Participant
may contribute or (iv) any other circumstance permitted pursuant to the
regulations and rulings promulgated under Code § 415, then the amount of
contributions credited to the Participant’s Accounts in that Plan Year
shall be adjusted to the extent necessary to satisfy that limitation in
accordance with the following order of priority:



	 	 	(i)	
The Participant’s Pre-tax  Contributions shall be reduced to the extent necessary.  The amount of the reduction shall
be returned to the Participant, together with any earnings on the contributions to be returned.


	 	 	(ii)	
The Participant’s  Employer  contributions shall be forfeited and used to reduce Employer  contributions for
the  Participant  for the next  Limitation  Year (and  succeeding  Limitation  Years,  as  necessary) if the
Participant is covered by the Plan at the end of the Limitation  Year. If the  Participant is not covered by
the Plan as of the end of the Limitation  Year, then the excess Annual  Additions shall be held  unallocated
in a suspense  account for the Limitation  Year and allocated and reallocated in the next Limitation Year to
all of the remaining Participants entitled to allocation of Contributions,  but only to the extent that such
allocation  or  reallocation  would not cause the Annual  Additions  to such  Participants  to  violate  the
limitations  of Code § 415 for such  Limitation  Year.  If a suspense  account is in  existence  at any time
during a Limitation  Year, all amounts in the suspense  account must be allocated or reallocated  before any
Employer  contributions or Employee contributions which would constitute Annual Additions may be made to the
Plan for the Limitation  Year (and succeeding  Limitation  Years, as necessary) in accordance with the rules
set forth in Treas.  Reg.  §  1.415-6(b)(6)(i).  If a suspense  account is in effect,  it shall not share in
investment gains or losses.


	 	(c)	
If a Participant also participates in any other Defined Contribution Plan
which is subject to the limitation set forth in Section 15.2(a) above and, as a
result, such limitation would be exceeded with respect to the Participant in any
Limitation Year, any reduction or other permissible method necessary to ensure
compliance with such limitation first shall be made under this Plan in
accordance with the terms hereof. If after such correction a further reduction
is necessary to ensure that the limitation set forth in Section 15.2(a) is not
exceeded, Annual Additions credited under such other plan or plans with respect
to the Participant shall be reduced in accordance with the provisions of such
plan or plans.


	15.3	
Applicable Regulations.


Notwithstanding anything contained in this Article XV to the contrary, the Plan Administrator,
in its sole discretion, may determine the amounts required to be taken into
account under Article XV by such alternative methods as shall be permitted under
applicable regulations or rulings.


	
ARTICLE XVI - TOP HEAVY PROVISIONS


	16.1	
Definitions Applicable to the Top Heavy Provisions.


For purposes of this Article XVI, the following terms when capitalized and used in
this Article XVI shall have the meaning ascribed to them in this Section 16.1.



	 	(a)	
“Aggregation Group” means in the case of a Plan that is not
part of either a Required Aggregation
Group or a Permissive Aggregation Group, the Employer. In the case of a Plan
that is part of a Required Aggregation Group but not part of a Permissive
Aggregation Group, the Required Aggregation Group. In the case of a Plan that is
part of a Required Aggregation Group and part of Permissive Aggregation Group,
either the Required Aggregation Group or the Permissive Aggregation Group, as
determined by the Plan Administrator.


	 	(b)	
“Determination Date” means, with respect to a Plan Year,
the last day of the preceding Plan Year or, in the case of the first Plan Year,
the last day of the Plan Year.


	 	(c)	
“Key Employee” means either one of the following:



	 	 	(i)	
For Plan Years beginning  before January 1, 2002, “Key Employee” means, as of any  Determination  Date, any Employee or former
Employee who for the Plan Year in the Determination Period or any of the four preceding Plan Years:





	 	 	 	 	 
	 	 	 	(A)	
Has  Compensation in excess of 50% of the defined benefit plan dollar amount  prescribed in
Code §  415(b)(1)(A),  as adjusted for cost of living in accordance  with Code § 415(d),  and is an
officer of the Employer;


	 	 	 	(B)	
Has  Compensation in excess of the defined  contribution  plan dollar amount  prescribed in
Code § 415(c)(1)(A),  as adjusted for cost of living in accordance  with Code § 415(d),  and is one
of the  Employees  owning  (or deemed to own  within  the  meaning  of Code § 318) the ten  largest
interests in the Employer;


	 	 	 	(C)	
Is a Five-percent Owner of the Employer; or


	 	 	 	(D)	
Is a One-percent Owner of the Employer and has Compensation of more than $150,000.






	 	 	 	 
	 	 	 	
The number of officers taken into account under clause (A) shall not exceed the
greater of 3 or 10% of the total number of Employees (after application of the
Code § 414(q) exclusions), and in any event shall not exceed 50 officers.



	 	 	(ii)	
For Plan Years  beginning on or after January 1, 2002,  “Key  Employee”  means,  as of any  Determination  Date, any Employee or former
Employee  (including  any  deceased  Employee)  who at any time  during  the Plan  Year  that  includes  the
Determination Date was:





	 	 	 	 	 
	 	 	 	(A)	

an officer of the Employer  having annual  Compensation  greater than  $130,000 (as adjusted  under
Code § 416(i)(1) for Plan Years beginning after December 31, 2002);


	 	 	 	(B)	
a Five-percent Owner of the Employer; or


	 	 	 	(C)	
a One-percent Owner of the Employer having annual Compensation of more than $150,000.






	 	 	 	 
	 	 	
For purposes of this subsection (c), the term “Key Employee” shall also
include the Beneficiary of a Key Employee. The Plan Administrator shall
determine who is a Key Employee in accordance with Code § 416(i)(1) and the
applicable regulations and other guidance of general applicability issued
thereunder.


	 	(d)	
“Non-Key Employee” means an Employee who is not
a Key Employee.


	 	(e)	
“One-percent Owner” means with respect to a
corporation, any person who owns (or is considered as
owning within the meaning of Code § 318) more than 1% of the outstanding
stock of the corporation, or stock possessing more than 1% of the total voting
power of the corporation.


	 	(f)	
“Participant” includes an Eligible Employee of the Plan who does not participate in the Plan.



	 	(g)	
“Permissive  Aggregation  Group ”
means each plan in the Required  Aggregation Group and any other
qualified plan or plans maintained by an employer within the PepsiCo Organization if such
group of plans, when considered together, would meet the requirements of Code
§§ 401(a)(4) and 410.


	 	(h)	
“Required Aggregation Group” means, with respect to a
Plan Year for which a determination is being made, (i) this Plan, (ii) each
other qualified plan of an employer within the PepsiCo Organization in which at
least one Key Employee is a participant, and (iii) any other qualified plan of
an employer within the PepsiCo Organization which enables any plan described in
subparagraphs (i) and (ii) above to meet the requirements of Code §§
401(a)(4) or 410.


	 	(i)	
“Top Heavy Plan” means the Plan, if any of the following conditions exists:



	 	 	(i)	
The Top Heavy Ratio for the Plan  exceeds  60% and the Plan is not part of any  Required
Aggregation Group or Permissive Aggregation Group;



	 	 	(ii)	
If the Plan is a part of a Required  Aggregation Group but is not part of a Permissive  Aggregation  Group, the Top Heavy Ratio for the
Required Aggregation Group exceeds 60%;


	 	 	(iii)	
If the Plan is a part of a Required  Aggregation Group and part of a Permissive  Aggregation  Group, the Top
Heavy Ratio for the Permissive Aggregation Group exceeds
60%.


	 	(j)	
“Top Heavy Ratio” means, with respect to the plans taken
into consideration, a fraction, the numerator of which is the present value of
the accrued benefits for all Key Employees under the Defined Benefit Plans of
the Aggregation Group as of the Determination Date for each plan plus the sum of
account balances for all Key Employees under the Defined Contribution Plans of
the Aggregation Group, in each case as of the respective Determination Date
(including any part of any accrued benefit or account balance distributed in the
five-year period ending on the Determination Date), and the denominator of which
is the sum of the present value of all accrued benefits for all Non-Key
Employees under the Defined Benefit Plans of the Aggregation Group plus the sum
of all account balances of all Non-Key Employees under Defined Contribution
Plans of the Aggregation Group, in each case as of the respective Determination
Date for each plan (including any part of any accrued benefit or account balance
distributed in the five-year period ending on the Determination Date), all
determined in accordance with Code § 416.



	 	
For purposes of this subsection (j):


	 	
The accrued benefit and account balances of Key Employees under plans that
terminated within the 5 year period ending on the Determination Date (including
amounts which were distributed during such period) are taken into account for
purposes of determining the Top Heavy Ratio.


	 	
The account balances and accrued benefits of a Participant (1) who is not a Key
Employee but who was a Key Employee in a prior year, or (2) who has not been
credited with at least one Hour of Service at any time during the five-year
period ending on the Determination Date, shall be disregarded. 


	 	Generally, the
Plan Administrator shall calculate the present value of accrued benefits under
Defined Benefit Plans or simplified employee pension plans included within the
group in accordance with the terms of those plans and Code § 416. If a
Participant in a defined benefit plan is a Non-Key Employee, however, the Plan
Administrator shall determine such Non-Key Employee’s accrued benefit under
the accrual method, if any, which is applicable uniformly to all Defined Benefit
Plans or, if there is no uniform method, in accordance with the slowest accrual
rate permitted under the fractional rule accrual method described in Code §
411(b)(1)(C).


		
To calculate the present value of benefits under a Defined Benefit Plan, the Plan
Administrator shall use the interest and mortality assumptions prescribed by the
Defined Benefit Plans to value benefits for top heavy purposes.


		
If an aggregated plan does not have a valuation date coinciding with the
Determination Date, the Plan Administrator shall value the accrued benefit or
account balance under such aggregated plan as of the most recent valuation date
falling within the twelve-month period ending on the Determination Date, except
as Code § 416 and applicable Treasury regulations require for the first and
second plan year of a Defined Benefit Plan.


	 	
The Plan Administrator shall calculate the value of account balances and accrued
benefits with reference to the Determination Dates for the respective aggregated
plans that fall within the same calendar year. 


	 	
The remainder of this subsection
(j) shall supercede and take precedence over any of the preceding provisions of
this subsection that conflict with the following rules, which shall apply for
Plan Years beginning on or after January 1, 2002:


	 	
The present values of accrued benefits and the amounts of account balances of an
Employee as of the Determination Date shall be increased by the distributions
made with respect to the Employee under the Plan or any plan aggregated with the
Plan under Code § 416(g)(2) during the one-year period ending on the
Determination Date. The preceding sentence shall also apply to distributions
under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under Code § 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than Separation from Service, death and
Disability, this provision shall be applied by substituting “five-year
period” for “one-year period.” In addition, the accrued benefits
and accounts of any individual who has not performed services for the Employer
during the one-year period ending on the Determination Date shall not be taken
into account.


	16.2	
Application of Article XVI.


If the Plan is determined to be a Top Heavy Plan as of any Determination Date, then
it shall be subject to the rules set forth in the balance of this Article XVI,
beginning with the first Plan Year commencing after such Determination Date.


	16.3	 Minimum
Vesting.


	 	(a)	
If the Plan is determined to be a Top Heavy Plan for a Plan Year, then
with respect to each Participant who completes an Hour of Service during such
Plan Year, such Participant’s vested interest in his Account, determined at
any time that the Plan continues to be a Top Heavy Plan, shall be no less than
as determined under the following table: 





	 	 	 	 	 
	 	Years of Vesting Service	Vested Percentage	 	 
	 	Less than 3	0%	 	 
	 	3 years or more	100%	 	 



	 	 	 	 
	 	(b)	
If the Plan subsequently is determined to no longer be a Top Heavy Plan,
then the above minimum vesting schedule shall not apply to any portion of a
Participant’s Account which is accrued on or after the first day of the
first Plan Year in which the Plan is no longer a Top Heavy Plan, provided that
any Participant with three or more Years of Vesting Service as of the first date
on which the Plan is no longer a Top Heavy Plan may elect to continue to be
vested in accordance with the above minimum vesting schedule during the period
that the Plan is not a Top Heavy Plan.


	16.4	 Minimum
Contributions.


	 	(a)	
Subject to subsection (b) of this Section, if the Plan is determined to
be a Top Heavy Plan for a Plan Year, minimum Employer contributions (including
forfeitures but excluding any Pre-Tax Contributions and any Employer
Matching Contributions necessary to satisfy the
nondiscrimination requirements of Code § 401(k) or of Code § 401(m))
shall be made on behalf of each Participant who has not Separated from Service
as of the end of the Plan Year and who is not a Key Employee, of not less than
the lesser of the following percentage of the Key Employee’s 415
Compensation for the Plan Year, as defined in Section 15.1(g):



	 	 	(i)	
3%, or 


	 	 	(ii)	
the highest percentage of Employer contributions (including forfeitures and
amounts contributed pursuant to a salary reduction agreement) made under the Plan for the Plan Year
on behalf of a Key Employee.


		
However, if a Defined Benefit Plan which benefits a Key Employee depends on this Plan to
satisfy the nondiscrimination rules of Code § 401(a)(4) or the coverage
rules of Code § 410 (or another plan benefiting the Key Employee so depends
on such defined benefit plan), the allocation is 3% of the Non-Key
Employee’s Compensation for the Plan Year regardless of the contribution
rate for the Key Employees


	 	(b)	
If, for a Plan Year, there are no allocations of Employer contributions,
forfeitures or Pre-tax Contributions for any Key Employee to the Plan, no
minimum allocation shall be required with respect to the Plan Year, except as
otherwise may be required because of another plan in the Aggregation Group.


	 	(c)	
The minimum allocation required under this Section 16.4 shall be made
after Employer contributions and forfeitures are made. 


	 	(d)	 Notwithstanding subsection (a) above, for a Plan Year, a Participant
covered under this Plan, which is determined to be Top Heavy, and a Top Heavy
defined benefit plan, shall receive the defined benefit minimum from the Top
Heavy defined benefit plan.


		
Notwithstanding subsection (a) above, for a Plan Year, a Participant covered under this Plan,
which is determined to be Top Heavy, and another Top Heavy defined contribution
plan, shall receive the defined contribution minimum from the other Top Heavy
defined contribution plan.






APPENDIX


Foreword


This Appendix sets forth
additional provisions applicable to individuals specified in the Articles of
this Appendix. The provisions of this Appendix govern over the provisions of the
Plan that may conflict or be inconsistent with the provisions of the Appendix. 





ARTICLE A
– MERGER OF SAVEUP PLAN


	 	 	 	 
	A.1	Scope:


This article supplements the main portion of the Plan document with respect to the
rights and benefits of Participants relating to issues arising from the merger
of the SaveUp Plan with and into the PepsiCo 401(k) Plan.


	A.2	Transfer
of Accounts and Elections:


	 	(a)	
Participants’ account balances under the SaveUp Plan (including any
loan notes outstanding) will be transferred to this Plan on or as soon as
practicable following the Effective Date and shall be credited to the applicable
Accounts of such Participants under this Plan.


	 	(b)	
Except as provided in Section A.3 below, all employee elections in effect
under the SaveUp Plan and the Pre-Merger Plan immediately prior to the Effective
Date, including, but not limited to, contribution rate elections, investment
elections, beneficiary designations and distribution elections, shall remain in
effect under this Plan, until changed by the Participant in accordance with the
terms of this Plan. 


	 	(c)	
To the extent required by law, and subject to the Plan’s break in
service provisions, an Employee shall be credited with the period of service
recognized under the SaveUp Plan as of the Effective Date for purposes of
determining an Employee’s eligibility to participate and vesting.


	A.3	Conversion
of Pre-tax Contribution Elections:


Participants in the SaveUp Plan who had elections to make pre-tax contributions in effect
immediately prior to the Effective Date in dollars or in a percentage of pay
other than in whole percentage points shall generally have their election
amounts rounded to the nearest whole percentage point (i.e., elections
that when converted to a percentage of Salary end in .01 to .49 generally round
down, and elections that when converted to a percentage of Salary end in .50 to
 .99 round up), effective as of a date specified by the Plan Administrator.
However, elections that when converted to a percentage of Salary fall between
0.01% and 0.50% of Salary shall be rounded to 0.50% of Salary. In this latter
case, any subsequent changes to the Contribution Election made by the
Participant must result in an Election expressed in whole percentage points.


	A.4	
Blackout Periods:


For purposes of this Section A.4, the term “Blackout Period” shall mean
periods of time between late March and early May 2000 when certain Participants
shall be restricted from making certain changes to their Plan elections and/or
prohibited from withdrawing and transferring amounts in the Plan. In connection
with the merger of the Plan and the SaveUp Plan, there will be three Blackout
Periods. While Participants will be restricted from engaging in certain
transactions during the Blackout Periods, amounts in Participants’ Accounts
in the Plan will remain invested in the funds elected prior to the Blackout
Periods (except for investments in funds that are being eliminated) and will
remain subject to market fluctuations during the Blackout Periods. Investments
in these funds will be transferred to new funds beginning in early May 2000 in
accordance with guidelines adopted by the Plan Administrator. The scope and
duration of the Blackout Periods for different employee groups is explained
below. 


	 	(a)	
For Tropicana Employees, a Blackout Period with respect to the
PepsiCo Common Stock Fund will begin
at 4:00 p.m. Eastern Time on March 27, 2000 and continue through 8:30 a.m.
Eastern Time on April 4, 2000. During this Blackout Period, Participants may
continue to make Pre-tax Contributions to the PepsiCo Common Stock Fund in
accordance with a Contribution Election in place prior to the Blackout Period.
However, the amount or percentage of the Pre-tax Contribution allocated to the
PepsiCo Common Stock Fund may not be changed, amounts may not be transferred
from the PepsiCo Common Stock Fund to a different fund, and amounts in the
PepsiCo Common Stock Fund may not be withdrawn or borrowed.


	 	(b)	
For Tropicana Employees, a Blackout Period will begin at 4:00 p.m.
Eastern Time on April 27, 2000 and continue through 8:30 a.m. Eastern Time on
May 2, 2000. During this Blackout Period, Participants may continue to make
Pre-tax Contributions to the Plan in accordance with a Contribution Election in
place prior to the Blackout Period. However, the amount or percentage of the
Pre-tax Contribution may not be changed, amounts may not be transferred between
funds, and amounts in the Plan may not be withdrawn or borrowed. During this
period, the investment funds previously offered under the Plan (except the
PepsiCo Common Stock Fund) will no longer be offered. Accordingly, amounts
invested in the Plan will be shifted to the new investment funds in accordance
with guidelines determined by the Plan Administrator.


	 	(c)	
For Snack and Soft Drink Employees that were Participants in the SaveUp
Plan on March 29, 2000, or have accounts in the SaveUp Plan, a Blackout Period
will begin at 3:00 p.m. Eastern Time on March 29, 2000 and continue through 8:30
a.m. Eastern time on May 5, 2000. During this Blackout Period, Participants may
make Pre-tax Contributions to the Plan in accordance with a Contribution
Election in place prior to this Blackout Period. However, the amount or
percentage of the Pre-tax Contribution may not be changed, amounts may not be
transferred between funds, and amounts in the Plan may not be withdrawn or
borrowed.


	A.5	
Tricon Common Stock Fund:


As of the Effective Date, the Plan Administrator shall establish a temporary
investment option under the Plan, the Tricon Common Stock Fund. No Pre-tax
Contributions may be directed for investment into the Tricon Common Stock Fund.
Participant shall have any rights as a shareholder of Tricon common stock on
account of an interest in the Tricon Common Stock Account that are comparable to
those granted with respect to PepsiCo Common Stock under the PepsiCo Common
Stock Fund.


	 	(a)	
Valuation, Distributions and Loans: A Participant’s interest
in the Tricon Common Stock Account is valued as of a Valuation Date in a manner
comparable to how the PepsiCo Common Stock Fund is valued. In-kind distributions
or withdrawals and loans are permitted from the Tricon Common Stock Fund to the
same extent as they are permitted from the PepsiCo Common Stock Fund.


	 	(b)	
Investment Reallocations: A Participant Account Holder may
reallocate amounts standing to his credit under the Tricon Common Stock Fund to
other investment options under the Plan that are available for this purpose. No
Participant may reallocate amounts into the Tricon Common Stock Fund.


	 	(c)	
Termination of the Tricon Common Stock Account: Effective as of
the end of the day on October 31, 2000 (or such later date as the Plan
Administrator shall specify), the Tricon Common Stock Fund shall cease to be
available under the Plan. Any amount under the Plan still standing to the credit
of a Participant on such date shall automatically be reallocated to the
investment option designated for this purpose by the Plan Administrator unless
the Participant selects a different replacement option in accordance with such
requirements as the Plan Administrator may apply.


	A.6	
Valuation of the LaSalle Income Plus Fund:


Notwithstanding Section 3.9, for the period that the LaSalle Income Plus Fund is available under
the Plan, valuation shall occur in accordance with the procedures of the
recordkeeper for such fund.


	A.7	
Nondiscrimination Rules:


	 	(a)	
Definitions:  For purposes of this Section A.7, the  following  terms when  capitalized  and used
in this Section A.7 shall have the meaning ascribed to them in this subsection (a).


	 		(i)	
“"Actual  Contribution  Percentage”  means the ratio (expressed as a percentage),  of the
sum of the After-tax Contributions made by a Participant and the
Matching Contributions made on behalf of an Eligible Employee for the Plan Year
to the Eligible Employee’s Compensation for the Plan Year.


	 		(ii)	
“Average Actual Contribution  Percentage” means, for any group of Eligible Employees who are Participants or eligible
to be Participants,  the average (expressed as a percentage) of the Actual Contribution Percentages for each
of the Eligible  Employees in that group,  including those who made no After-tax  Contributions and for whom
no Matching Contributions were made.


	 		
For purposes of the Actual Contribution Percentage test, Employees who have not
attained age 21 and completed one year of service before the end of the Plan
Year shall be disregarded.


	 	(b)	
Actual  Contribution  Percentage  Test  With  respect  to each Plan  Year,  the  Average  Actual
Contribution   Percentage  for  Eligible  Employees  who  are  Participants  or  eligible  to  be
Participants must satisfy one of the following tests:


	 		(i)	
The Average Actual  Contribution  Percentage for the Plan Year for Highly Compensated  Employees who are Participants
or  eligible  to be  Participants  for the Plan Year  shall  not  exceed  the  Average  Actual  Contribution
Percentage  for the  preceding  Plan Year for  Non-highly  Compensated  Employees  who are  Participants  or
eligible to be Participants for the preceding Plan Year multiplied by 1.25; or


	 		(ii)	
The Average  Actual  Contribution  Percentage  for the Plan Year for Highly  Compensated  Employees  who are  Participants  or
eligible to be Participants for the Plan Year shall not exceed the Average Actual  Contribution  Percentage for the preceding Plan Year
for Non-highly  Compensated  Employees who are Participants or eligible to be Participants for the preceding Plan Year multiplied by 2;
provided that the Average  Actual  Contribution  Percentage  for such Highly  Compensated  Employees does not exceed the Average Actual
Deferral Percentage for such Non-highly Compensated Employees by more than two percentage points.


	 	(c)	
More Than One Plan Subject to the Actual Contribution Test: For
purposes of this Section A.7, the Actual Contribution Percentage for any Highly
Compensated Employee who is a participant under two or more arrangements
sponsored by any employer within the PepsiCo Organization to which matching
contributions (other than qualified matching contributions) or Employee
contributions are made shall be determined as if all such arrangements (other
than arrangements that may not be aggregated under applicable regulations) were
one such arrangement. If the arrangements in which such Highly Compensated
Employee participates have different plan years, the aggregate Actual
Contribution Percentage shall be determined by counting the matching
contributions and Employee contributions made to such arrangements in the plan
years ending in the same calendar year. 


	 	(d)	
Required Plan Aggregation for Purposes of the Actual Deferral
Percentage and Actual Contribution Tests: If the Employer treats two
or more plans as a unit for coverage or nondiscrimination purposes, the Employer
must combine the Code § 401(k) arrangements for purposes of determining
whether each such arrangement satisfies the Actual Deferral Percentage test and
must combine the arrangements under which matching contributions or Employee
contributions are made; provided, however, that aggregation shall
not be required with respect to arrangements within plans with different plan
years; and provided, further, that an employee stock ownership
plan (or the employee stock ownership plan portion of a plan) shall not be
aggregated with a non-employee stock ownership plan (or non-employee stock
ownership plan portion of a plan). 


	 	(e)	
 Required Plan Disaggregation for Purposes of the Actual Contribution
Test: If the Employer operates qualified separate lines of business under
Code § 414(r), then to the extent required by law the Employer will
disaggregate the Code § 401(k) arrangements for each Separate Line of
Business for purposes of determining whether each such arrangement satisfies the
Actual Deferral Percentage Test and will disaggregate the arrangements
under which matching contributions or employee contributions are made with
respect to each such Separate Line of Business. 


	 	(f)	
Treatment of Excess Aggregate Contributions:


	 		(i)	
Excess Aggregate  Contributions plus any income and minus any loss allocable thereto,  which are not  recharacterized
in accordance  with Section 14.4 shall be  distributed to the  appropriate  Highly  Compensated  Employee no
later than 12 months  after the close of the Plan Year in which such Excess  Aggregate  Contribution  arose.
To the extent  administratively  possible,  Excess Aggregate Contributions shall be distributed within 2-1/2
months after the close of the Plan Year in which such Excess  Contributions  arose, so as to avoid an excise
tax.


	 		(ii)	
The income (or loss) allocable to Excess Aggregate  Contributions shall be determined by using a uniform and
nondiscriminatory  method  which  reasonably  reflects  the manner  used by the Plan to  allocate  income to
Participants’ Accounts.


	 		(iii)	
The Plan  Administrator  shall treat a Highly  Compensated  Employee’s  allocable share of Excess  Aggregate
Contributions  in the  following  priority:  (1) First,  as After-tax  Contributions;  (2) Then, as Matching
Contributions  allocable to Excess  Contributions  determined under the Actual Deferral Percentage test; (3)
Then, on a pro rata basis,  as Matching  Contributions  and as the Pre-tax  Contributions  relating to those
Matching  Contributions  which the Plan  Administrator  has included in the Actual  Contribution  Percentage
test, if any; and (4) Last, as QNECs used in the Actual Contribution Percentage test.


	 		(iv)	
To the extent the Highly Compensated Employee’s Excess Aggregate  Contributions are attributable to Matching
Contributions,  with  respect  to  which  the  Highly  Compensated  Employee  is not 100%  vested,  the Plan
Administrator  shall  distribute  only the vested  portion  and forfeit the  nonvested  portion.  The vested
portion of the Highly  Compensated  Employee’s  Excess  Aggregate  Contributions  attributable  to  Matching
Contributions is the total amount of such Excess Aggregate  Contributions  (as adjusted for allocable income
or loss)  multiplied by his or vested  percentage  (determined as of the last day of the Plan Year for which
the Matching  Contributions were made). The Plan shall allocate forfeited Excess Aggregate  Contributions to
reduce Employer Matching Contributions for the Plan Year in which such forfeiture occurs.


	 	(g)	
Multiple Use Limitation: If both the Average Actual Deferral
Percentage of Highly Compensated Employees exceeds 125% of the Average Actual
Deferral Percentage of Non-highly Compensated Employees pursuant to Section 14.2
and the Average Actual Contribution Percentage of Highly Compensated Employees
exceeds 125% of the Average Actual Contribution Percentage of Non-highly
Compensated Employees pursuant to subsection (b) of this Section A.7, then the
sum of the Average Actual Deferral Percentage and the Average Actual
Contribution Percentage shall not exceed the greater of: 


	 		(i)	
The sum of (i)  125% of the  greater  of the  Average  Actual  Deferral  Percentage  or the  Average  Actual
Contribution  Percentage for all Non-highly  Compensated  Employees who are  Participants  or eligible to be
Participants,  and (ii) the lesser of 200% of, or two  percentage  points  plus,  the lesser of the  Average
Actual  Deferral  Percentage or the Average Actual  Contribution  Percentage of the  Non-highly  Compensated
Employees who are Participants or eligible to be Participants; or


	 		(ii)	
The sum of (i) 125% of the lesser of the Average Actual  Deferral  Percentage or the Average  Contribution  Percentage for all
Non-highly  Compensated  Employees  who are  Participants  or  eligible  to be  Participants,  and (ii) the  lesser  of 200% of, or two
percentage points plus, the greater of the Average Actual Deferral  Percentage or the Average Actual  Contribution  Percentage for such
Non-highly Compensated Employees.


	 		
For purposes of this subsection (g), the Average Actual Deferral Percentage and
Average Actual Contribution Percentage for a Plan Year shall be the percentages
determined under Section 14.2 or A.7(b), as applicable, for such year.


	 	
If, after  applying the multiple use  limitation of this Section,  the Plan  Administrator  determines the
Plan has failed to satisfy  the  multiple  use  limitation,  the Plan  Administrator  shall  correct the failure by
distributing  the excess  amount as Excess  Aggregate  Contributions  under Section  14.5.  The Plan  Administrator
shall reduce the Actual  Contribution  Percentages for only those Highly Compensated  Employees who are eligible to
make both Pre-tax Contributions and After-tax Contributions.


	
ARTICLE B – SPINOFF OF HOURLY PLAN


	B.1	Scope.


This article supplements the main portion of the Plan document in connection with the
Spinoff of the Hourly Plan.


	 B.2	Transfer
of Participation, Accounts and Elections.


	 	(a)	
All Participants who are classified as current or former Hourly Employees
(determined immediately prior to the Spinoff Time) shall have their
participation and Plan interest transferred to the Hourly Plan as of the Spinoff
Time. For this purpose, it is intended that a Participant shall be considered a
former Hourly Employee if the Plan Administrator determines (based on the
available records) that he or she was classified as an Hourly Employee when last
employed by an Employer prior to the Spinoff Time. A Beneficiary’s interest
in this Plan that is derived from an individual described in the two preceding
sentences shall also be transferred, and any reference to a Participant or
Participant’s interest in this Article B shall also refer to any
Beneficiary and Beneficiary’s interest related thereto. A Participant whose
participation and Plan interest is transferred pursuant to this subsection may
be referred to as a “Transferred Hourly Employee.”


	 	(b)	
All elections of Transferred Hourly Employees in effect under this Plan
immediately prior to the Spinoff Time, including contribution rate elections,
investment elections, beneficiary designations and distribution elections, shall
be transferred to the Hourly Plan as of the Spinoff Time. Such elections shall
remain in effect under the Hourly Plan, until changed in accordance with the
terms of the Hourly Plan. 


	 	(c)	
Effective as of the Spinoff Time, each Transferred Hourly Employee’s
Account under this Plan (including all interests in Investment Funds and any
outstanding loans) shall be transferred to the Hourly Plan and shall become the
Hourly Employee’s initial account balance under the Hourly Plan. The actual
transfer shall occur as soon as practicable following the Spinoff Time. In the
case of any loan, the promissory note and documentation related to the loan
shall be transferred to the Hourly Plan, and the Hourly Plan shall succeed to
all of the rights that this Plan had with respect to such loan immediately prior
to the Spinoff Time. In addition, the loan shall continue on the same payment
terms as if no transfer had occurred.


	 	(d)	
 To the extent required by law, a Transferred Hourly Employee’s
Period of Service under this Plan shall be transferred to the Hourly Plan and
shall be recognized and taken into account under the Hourly Plan as of the
Spinoff Time for all purposes (including eligibility and vesting) as service
under the Hourly Plan.


	 	(e)	
The rights and benefits of Transferred Hourly Employees and their
Beneficiaries (and of those claiming through or on behalf of such individuals)
on and after the Spinoff Time shall be governed exclusively by the terms of the
Hourly Plan. Following the Spinoff, such individuals shall look solely to the
Hourly Plan for any benefits or rights that are claimed to derive from this
Plan. 


	 B.3	
Blackout Periods.


To effectuate the transfer of the Hourly Employees into the Hourly Plan, the Plan
Administrator shall declare certain “Blackout Periods” during which
certain Participants shall be restricted from making certain changes to their
Plan elections and/or prohibited from withdrawing and transferring amounts in
the Plan to the extent specified by the Plan Administrator. While a Participant
is restricted from engaging in certain transactions during the Blackout Periods,
amounts in Participants’ Accounts will remain invested in the Funds elected
prior to the Blackout Period (except for any exceptions as disclosed by the Plan
Administrator) and will remain subject to market fluctuations during the
Blackout Periods. The scope and duration of the Blackout Periods are entirely
subject to the discretion of the Plan Administrator and may be different for
various groups of Participants and/or various Funds, all as determined by the
Plan Administrator.


	
ARTICLE C – MERGER OF QUAKER PLAN


	C.1	
Scope.


This article supplements the main portion of the Plan document in connection with the
merger of the Quaker Plan with and into this Plan.


	 C.2	
Definitions.


When used in this Article C, the following phrases shall have the meanings set forth
below. Except as otherwise provided in this Article C, all terms that are
defined in Article I shall have the meaning assigned to them in Article I.


	 	(a)	
“Merger Time” means immediately after the occurrence of the Spinoff on January 1, 2002.


	 	(b)	
“Transferred Quaker Participant” shall have the meaning given to it in Section C.3(a) below.


	 	(c)	
“Quaker Plan” means The Quaker 401(k) Plan for Salaried Employees.


	C.3	
 Transfer of Participation, Accounts and Elections.


	 	(a)	
All participants in the Quaker Plan as of immediately prior to the Merger
Time shall have their participation and Plan interest transferred to
this Plan as of the Merger Time. A Beneficiary’s interest in this Plan that
is derived from an individual described in the preceding sentence shall also be
transferred, and any reference to a Participant or Participant’s
interest in this Article C shall also refer to any Beneficiary and
Beneficiary’s interest related thereto. A Participant whose participation
and plan interest is transferred pursuant to this subsection may be referred to
as a “Transferred Quaker Participant.”


	 	(b)	
Except as provided in Section C.5, all elections of Transferred Quaker
Participants in effect under the Quaker Plan immediately prior to the Merger
Time, including, contribution rate elections, investment elections, beneficiary
designations and distribution elections, shall be transferred to this Plan as of
the Merger Time. Such elections shall remain in effect under this Plan, until
changed in accordance with the terms of this Plan. In the case of investment
elections, such elections shall be transferred to this Plan in accordance with
the fund to fund mapping announced by the Plan Administrator (under which
investments in each fund under the Quaker Plan shall be moved to a
pre-identified, corresponding fund under this Plan).


	 	(c)	
Effective as of the Merger Time, each Transferred Quaker
Participant’s account in the Quaker Plan (including any outstanding loans)
shall be transferred to this Plan and shall become such participant’s
initial Account balance under this Plan. The actual transfer shall occur as soon
as practicable following the Merger Time. In the case of any loan, the
promissory note and documentation related to the loan shall be transferred to
this Plan, and this Plan shall succeed to all of the rights that the Quaker Plan
had with respect to such loan immediately prior to the Merger Time. In addition,
the loan shall continue on the same payment terms as if no transfer had
occurred.


	 	(d)	
To the extent required by law, a Transferred Quaker Participant’s
period of service under the Quaker Plan shall be transferred to this Plan and
shall be recognized and taken into account under this Plan as of the Merger Time
for all purposes (including eligibility and vesting) as service under this Plan.


	 	(e)	
The rights and benefits of Transferred Quaker Participants and their
beneficiaries (and of those claiming through or on behalf of such individuals)
before the Merger Time shall be governed exclusively by the terms of the Quaker
Plan. 


	C.4	
Blackout Periods.


To effectuate the merger of the Quaker Plan with and into this Plan, the Plan
Administrator shall declare certain “Blackout Periods” during which
Quaker Plan participants shall be restricted from making certain changes to
their elections and/or prohibited from transferring, withdrawing and receiving
distributions of amounts to the extent specified by the Plan Administrator.
While these restrictions continue during the Blackout Periods, amounts in
Transferred Quaker Participants’ accounts shall remain invested in
accordance with the investment elections in effect at the start of the blackout
period (but giving effect to the fund to fund mapping announced by the Plan
Administrator) and shall remain subject to market fluctuations during the
Blackout Periods. The scope and duration of the Blackout Periods are entirely
subject to the discretion of the Plan Administrator and may be different for
various groups of participants and/or various investment funds, all as
determined by the Plan Administrator.


	C.5	
 Conversion of HCE Elections.


Transferred Quaker Participants who are considered Highly Compensated Employees and who had
elections to make Pre-tax Contributions greater than seven percentage points in
effect immediately prior to the Merger Time shall have their Contribution
Elections under this Plan reduced to seven percentage points effective as of a
date specified by the Plan Administrator. Any subsequent changes to their
Contribution Elections shall not exceed the limit specified in Section 3.2(a).


	C.6	
 Participation of Part-Time Employees.


Prior to the establishment of a system of classification that will identify those
Quaker Employees who are Part-Time Employees, all Quaker Employees shall be
eligible to participate in this Plan under the rules in Section 2.1(a)(i)
(without regard to their status as Full-Time Employees). Once the Plan
Administrator has determined that a system of classification has been
established, all Quaker Employees classified thereafter as Part-Time Employees
under such system shall be eligible to participate in this Plan under the
regular Plan rules for Part-Time Employees in Section 2.1(a)(ii);
provided, however, that this shall not adversely affect the
participation of any Quaker Employees who commenced Plan participation under the
rules provided in the first sentence of this section prior to the establishment
of the classification system.


	C.7	
 Investment Election Increments.


Investment elections of Transferred Quaker Participants for new money coming into the Plan
shall be transferred to this Plan pursuant to Section C.3(b) above in the 1%
increments that were in effect under the Quaker Plan immediately before the
Merger Time. However, any revised investment elections applied under this Plan
from and after the Merger Time shall only be made in increments of 5% as
provided by Section 4.2.


	C.8	
 ESOP Preferred Stock Fund.


	 	(a)	
Establishment. As of the Merger Time, the Plan Administrator shall
establish a temporary investment option under this Plan, which shall be referred
to as the PepsiCo ESOP Preferred Stock Fund (the “Preferred Stock
Fund”). The Preferred Stock Fund is designed to own primarily convertible
preferred stock issued by the Company, and it holds assets that were in PepsiCo
ESOP preferred stock account balances under the Quaker Plan immediately prior to
the Merger Time. The Preferred Stock Fund shall be a frozen fund and therefore
Pre-tax Contributions, Rollover Contributions and all other contributions,
transfers and loan repayments may not be directed for investment into the
Preferred Stock Fund. However, amounts standing to the credit of a Participant
in the Preferred Stock Fund may be transferred out of the Preferred Stock Fund
in accordance with the Plan’s normal rules for investment transfers. The
assets of the Preferred Stock Fund shall continue to be a stock bonus plan under
Code § 401(a), which is intended to qualify as an employee stock ownership
plan under Code § 4975(e)(7), and after the Merger Time shall be considered
to be part of the employee stock ownership plan established pursuant to Section
4.5(b) under the PepsiCo Common Stock Fund.


	 	(b)	
Valuation, Distributions and Loans. A Participant’s interest
in the Preferred Stock Fund shall be valued in a manner comparable to how the
PepsiCo Common Stock Fund is valued. Withdrawals, distributions and loans are
permitted from the Preferred Stock Fund to the same extent as they are permitted
from the PepsiCo Common Stock Fund. In-kind distributions will be made from the
Preferred Stock Fund by converting the Participant’s interest in the
Preferred Stock Fund into that of whole shares of PepsiCo common stock pursuant
to the rules and procedures prescribed for this purpose by the Plan
Administrator. 


	 	(c)	
General Rules.  The Preferred Stock Fund shall be governed by the following paragraphs:


	 		(i)	
Investments  in the Preferred  Stock Fund will be  denominated  as “units.” The value of
a unit will fluctuate in response to various factors, including the price of and
dividends paid on PepsiCo convertible preferred stock, earnings and losses on
other investments in the Preferred Stock Fund and Preferred Stock Fund expenses.


	 		(ii)	
Shares of convertible  preferred stock held in the Preferred Stock Fund and dividends and other distributions on such
stock are not specifically  allocated to Participant Accounts.  Each Participant's interest in the Preferred
Stock Fund will be based on the  proportion of his  investment  in the such fund to the total  investment in
such fund of all Participants.


	 		(iii)	
All cash dividends on shares of convertible  preferred  stock in the Preferred Stock Fund that a Participant
does not elect to have paid  outside the Plan  pursuant to  subsection  (d) below are paid to the  Preferred
Stock  Fund and are  used to  purchase  additional  units  in the  Preferred  Stock  Fund.  Any  convertible
preferred stock received by the Trustee as a stock split or dividend,  or as a result of a reorganization or
other  recapitalization with respect to the convertible preferred stock in the Preferred Stock Fund, will be
unitized and added to such fund.  Any other  property  (other than shares of  convertible  preferred  stock)
received by the Trustee with respect to the  convertible  preferred stock may be sold by the Trustee and the
proceeds  added to the  Preferred  Stock  Fund.  In the event of a  significant  distribution  of such other
property,  the Plan Administrator may implement special  arrangements for the holding or disposition of such
other property by the Plan.  Any rights to subscribe to additional  shares of  convertible  preferred  stock
shall be sold by the Trustee and the proceeds credited to the Preferred Stock Fund.


	 		(iv)	
Participants  who have an interest in the Preferred  Stock Fund may direct the Trustee how to vote (or tender,  if applicable)
convertible  preferred  stock,  voting together with the holders of PepsiCo common stock as one class. The Trustee will first determine
each  Participant’s  proportional  share of the  convertible  preferred stock in the Preferred Stock Fund (based on the number of units
allocated to the  Participant’s  Accounts) and second will determine each  Participant”s  number of votes by converting the convertible
preferred  stock into PepsiCo  common stock  pursuant to the rules and procedures of the Plan  Administrator.  Thereafter,  the Trustee
will solicit the Participant’s  voting  instructions.  The Trustee shall vote (and/or tender) this stock according to the Participant’s
directions.  The Trustee shall not vote stock in the Preferred Stock Fund for which it does not receive directions.



	 	(d)	
 Dividend Election.


	 		(i)	
2001 Dividends.  The Plan  Administrator  shall prescribe  rules and procedures that allow each  Participant  with an
interest in the  Preferred  Stock Fund to elect within 90 days  following the close of the 2001 Plan Year to
have any  dividends  paid to the Preferred  Stock Fund in 2001 (but  otherwise  not  deductible  for federal
income  tax  purposes)  to have  such  dividends  allocated  to him or her  paid  directly  to the  electing
Participant  rather than  reinvesting  such dividends in the Preferred Stock Fund. Such rules and procedures
that are prescribed by the Plan  Administrator  shall be in accordance  with the  requirements  that must be
satisfied  in order for a federal  income tax  deduction  to be allowed  under Code § 404(k) with respect to
such dividends, and shall be similar to those prescribed under Section 4.5(d).


	 		(ii)	
Dividends on or after January 1, 2002.  The Plan  Administrator  shall  prescribe  rules and  procedures  that  allow each
Participant  with an interest in the  Preferred  Stock Fund to elect to have any dividends  paid to the  Preferred  Stock Fund from and
after  January  1,  2002 to have  such  dividends  allocated  to him or her paid  directly  to the  electing  Participant  rather  than
reinvesting  such dividends in the Preferred Stock Fund. Such rules and procedures  shall be similar to those  prescribed under Section
4.5(d).


	C.9	
Loans.


	 	(a)	
Number of Loans. Notwithstanding the limitations of Section
7.1, a Transferred Quaker Participant who has three outstanding loans
transferred to this Plan pursuant to Section C.3 above (each a “Transferred
Loan”) may continue to have three outstanding loans while these same loans
continue in effect under the terms applicable immediately before the Merger
Time. From and after the Merger Time, such loans may not be refinanced, and once
one Transferred Loan is paid off, the Transferred Quaker Participant shall be
subject to the normal limit on the number of Plan loans specified in Section
7.1.


	 	(b)	
Maintenance Fees. With respect to any Transferred Loans,
Transferred Quaker Participants shall not be required to pay any maintenance
fees that would otherwise be imposed on the Transferred Loans by the Plan. Any
Transferred Quaker Participant who after the Merger Time originates a new loan
under this Plan shall be required to pay any origination and maintenance fee
otherwise imposed on loans generally under this Plan. 


	 	(c)	
Coupon Payments. Transferred Quaker Participants who as of the
Merger Time are making repayments through coupons for a Transferred Loan may
continue to use such coupons to make loan repayments. Any new loans originated
from and after the Merger Time may only be repaid through coupon payments to the
extent such repayment method is allowed under rules established from time to
time by the Plan Administrator.


	C.10	
In-Service Withdrawals After Attaining Age 59-1/2.


Without regard to the annual numerical limits on withdrawals in Section 6.7(e),
Transferred Quaker Participants may elect to withdraw all or a portion of their
Account under this Plan after attaining age 59-1/2 in accordance with the
provisions of Section 6.5


	C.11	
Partial Distributions.


Transferred Quaker Participants who incur a Disability or who have attained their Retirement
shall not be subject to Section 8.2(b)‘s annual numerical limit on taking
partial distributions from the Plan. Prior to January 1, 2003, other Transferred
Quaker Participants who have a Separation from Service shall be permitted to
receive one or more partial distributions of their Account without regard to
Section 8.2(b)‘s annual numerical limit on partial distributions. Effective
January 1, 2003, such other Transferred Quaker Participants shall be subject to
the Plan’s normal rules regarding distributions.


	C.12	
Installments Payments for Certain Participants.


Prior to January 1, 2003, Transferred Quaker Participants who have a Separation from
Service shall be eligible to receive installment payments in accordance with the
provisions of Section 8.2(a) without regard to whether they have attained their
Retirement or incurred a Disability. Effective January 1, 2003, such Transferred
Quaker Participants shall be subject to the Plan’s normal rules regarding
distributions.


	C.13	
QJSA Distribution Options Relating to Certain Participants.


This Section shall apply to those Transferred Quaker Participants whom a portion of
their Account was transferred (the “Prior Merged Plan Participants”)
from any one of the following Plans: the Stokely-Van Camp Inc. Revised
Profit-Sharing Plan for Salaried Employees, the Gaines Foods, Inc.
Thrift-Investment Plan for Salaried Employees, the Richardson Foods Section
401(k) Savings/Retirement Plan (the “Richardson Plan”), the R.W.
Snyder Company Salaried Employees’ 401(k) Plan (the “Snyder
Plan”), and the Golden Grain Company Profit Sharing Plan (the “Golden
Grain Plan”) (collectively, the “Prior Merged Plans”). This
Section only applies to Prior Merged Plan Participants who elect a distribution
that has a scheduled commencement date prior to January 1, 2003. Effective
January 1, 2003, Prior Merged Plan Participants who did not previously elect a
distribution that has a scheduled commencement date prior to January 1, 2003
shall be subject to the regular distribution options of Article VIII (as
modified by the other applicable Sections of this Article C). 


	 	(a)	
Unless otherwise elected as provided below, a Prior Merged Plan
Participant who is married on the annuity starting date and who does not die
before the annuity starting date shall receive the value of all of his Accounts
in the form of a joint and survivor annuity. The joint and survivor annuity
shall be equal in actuarial value to a single life annuity. Such joint and
survivor benefits following the Participant’s death shall continue to the
Spouse during the Spouse’s lifetime at a rate equal to 50% of the rate at
which such benefits were payable to such participant. This joint and 50%
survivor annuity shall be considered the designated qualified joint and survivor
annuity and automatic form of payment for the purposes hereof. However, the
Prior Merged Plan Participant may elect to receive a smaller annuity benefit
with continuation of payments to the Spouse at a rate of one hundred percent
(100%) of the rate payable to him or her during his or her lifetime, which
alternative joint and survivor annuity shall be equal in actuarial value to the
automatic joint and 50% survivor annuity. An unmarried Prior Merged Plan
Participant shall receive the value of his or her benefit in the form of a
single life annuity. Such unmarried participant, however, may elect in writing
to waive the single life annuity. The election must comply with the provisions
of this Section as if it were an election to waive the joint and survivor
annuity by a married participant, but without the spousal consent requirement. 


	 	(b)	
Any election to waive the joint and survivor annuity must be made by the
Prior Merged Plan Participant in writing during the election period and be
consented to by such participant’s Spouse. If the Spouse is legally
incompetent to give consent, the Spouse’s legal guardian, even if such
guardian is such participant, may give consent. Such election shall designate a
Beneficiary (or a form of benefits) that may not be changed without spousal
consent (unless the consent of the spouse expressly permits designations by
such participant without the requirement of further consent by the Spouse).
Such Spouse’s consent shall be irrevocable and must acknowledge the effect
of such election and be witnessed by a Plan representative or a notary public.
Such consent shall not be required if it is established to the satisfaction of
the Plan Administrator that the required consent cannot be obtained because
there is no Spouse, the Spouse cannot be located, or other circumstances that
may be prescribed in applicable Treasury Regulations. The election made by the
Prior Merged Plan Participant and consented to by his or her Spouse may be
revoked by such participant in writing without the consent of the Spouse at any
time during the election period. The number of revocations shall not be limited.
Any new election must comply with the requirements of this subsection. A former
Spouse’s waiver shall not be binding on a new Spouse.  


	 	(c)	
The election period to waive the joint and survivor annuity shall be the
90-day period ending on the annuity starting date. 


	 	(d)	
For purposes of this Section, the annuity starting date means the first
day of the first period for which an amount is paid as an annuity, or, in the
case of a benefit not payable in the form of an annuity, the first day on which
all events have occurred which entitle the Prior Merged Plan Participant to such
benefit. 


	 	(e)	
With regard to the election, the Plan Administrator shall provide to the
Prior Merged Plan Participant no less than 30 days and no more than 90 days
before the annuity starting date a written explanation of:


	 		(i)	
the terms and conditions of the joint and survivor annuity;


	 		(ii)	
the Prior  Merged  Plan  Participant’s  right to make an election to waive the joint and
survivor annuity;


	 		(iii)	
the right of the Prior  Merged Plan  Participant’s  Spouse to consent to any election to
waive the joint and survivor annuity; and


	 		(iv)	
the right of the Prior Merged Plan  Participant to revoke such election,  and the effect
of such revocation.


	 	(f)	
In the event a married Prior Merged Plan Participant duly elects pursuant
to subsection (b) above not to receive his benefit in the form of a joint and
survivor annuity, or if such participant is not married, in the form of a single
life annuity, such participant may elect to have his or her Accounts used to
purchase or provide another form of annuity. However, such annuity may not be in
any form that will provide for payments over a period extending beyond either
the life of such participant (or the lives of such participant and his or her
Beneficiary) or the life expectancy of such participant (or the life expectancy
of such participant and his Beneficiary).


	 	(g)	
In the event a married Prior Merged Plan Participant duly elects pursuant
to subsection (b) above not to receive his or her Accounts in the form of a
joint and survivor annuity, or if such participant is not married, in the form
of a single life annuity, and any such participant does not elect an alternative
annuity form pursuant to subsection (f) above, then to the extent not
inconsistent with this Section, the Accounts shall be distributed in accordance
with the distribution procedures and the Prior Merged Plan Participant’s
distribution election in accordance with Article VIII.


	 	(h)	
The distribution of a Prior Merged Plan Participant’s benefits under
this Section or through the purchase of an annuity contract, shall comply with
Code § 401(a)(9) and the Treasury Regulations thereunder, the provisions of
which are incorporated herein by reference.


	C.14	
QPSA Distribution Options.


This Section shall only apply to the payment of the Accounts of a Prior Merged Plan
Participant who (1) dies before January 1, 2003, (2) dies before his or her
annuity starting date and (3) is married when he or she dies. In addition, this
Section shall only apply to applicable distributions whose scheduled
commencement date is prior to January 1, 2003.


	 	(a)	
Unless otherwise elected as provided below, a Prior Merged Plan
Participant who dies before the annuity starting date and who has a Surviving
Spouse shall have his or her Accounts paid to his or her Surviving Spouse in the
form of a Pre-Retirement Survivor Annuity. A “Pre-Retirement Survivor
Annuity” is an immediate annuity for the life of the Prior Merged Plan
Participant’s Spouse the payments under which must be equal to the amount
of benefit which can be purchased with the Accounts of the Prior Merged Plan
Participant used to provide the death benefit under the Plan. The Prior Merged
Plan Participant’s Spouse may direct that payment of the Pre-Retirement
Survivor Annuity commence within a reasonable period after such
participant’s death. If the Spouse does not so direct, payment of such
Accounts will commence at the time the Prior Merged Plan Participant would have
attained age 65. However, the Spouse may elect a later commencement date. Any
distribution to the Spouse shall be subject to the rules specified in subsection
(f) below.


	 	(b)	
 Any election to waive the Pre-Retirement Survivor Annuity before the
Prior Merged Plan Participant’s death must be made by such Participant in
writing during the election period and shall require the Spouse’s
irrevocable consent in the same manner provided for in Section C.13. Further,
the Spouse’s consent must acknowledge the specific nonspouse Beneficiary or
the alternative form of death benefit to be paid in lieu of the Pre-Retirement
Survivor Annuity. 


	 	
Notwithstanding the foregoing, the nonspouse Beneficiary or
the alternative form of death benefit need not be acknowledged, provided the
consent of the Spouse acknowledges that the Spouse has the right to limit
consent only to a specific Beneficiary or a specific form of benefit and that
the Spouse voluntarily elects to relinquish one or both of such rights.


	 	(c)	
The election period to waive the Pre-Retirement Survivor Annuity shall
begin on the first day of the Plan Year in which the Prior Merged Plan
Participant attains age 35 and end on the date of such participant’s death.
An earlier waiver (with spousal consent) may be made provided a written
explanation of the Pre-Retirement Survivor Annuity is given to the Prior Merged
Plan Participant and such waiver becomes invalid at the beginning of the Plan
Year in which he or she turns age 35. In the event a Prior Merged Plan
Participant has a Separation from Service prior to the beginning of the election
period, the election period shall begin on the date of such Separation from
Service. 


	 	(d)	
With regard to the election, the Plan Administrator shall provide each
Prior Merged Plan Participant within the applicable period, with respect to such
participant (and consistent with Treasury Regulations), a written explanation of
the Pre-Retirement Survivor Annuity containing comparable information to that
required pursuant to Section C.13. For the purposes of this subsection, the term
applicable period means, with respect to a Prior Merged Plan Participant,
whichever of the following periods ends last:


	 		(i)	
The period  beginning  with the first day of the Plan Year in which such  participant  attains age 32 and ending with
the close of the Plan Year preceding the Plan Year in which the participant attains age 35;


	 		(ii)	
A reasonable  period after the individual  becomes a participant  in the Quaker Plan.  For this purpose,  in
the case of an individual who becomes a participant  after age 32, the  explanation  must be provided by the
end of the  three-year  period  beginning  with the first day of the Plan Year for which the individual is a
participant; or


	 		(iii)	
A reasonable period ending after Code § 401(a)(11) applies to the
Participant.


	 		
Notwithstanding the preceding, in the case of a Prior Merged Plan
Participant who Separates from Service before attaining age 35, the Plan
Administrator must provide the explanation in the period beginning one year
before the Separation from Service and ending one year after such separation.


	 	(e)	
In the event the Account is not paid in the form of a Pre-Retirement
Survivor Annuity, then to the extent not inconsistent with this Section it shall
be paid to the Participant’s Beneficiary in accordance with the
distribution procedures, and the Prior Merged Plan Participant’s or
Beneficiary’s election in accordance with Article VIII.


	 	(f)	
Distributions upon the death of a Prior Merged Plan Participant shall
comply with Code § 401(a)(9) and the regulations thereunder. If it is
determined pursuant to regulations that the distribution of a Prior Merged Plan
Participant’s Accounts has begun and such participant dies before his or
her entire interest has been distributed, the remaining portion of such interest
shall be distributed at least as rapidly as under the method of distribution
selected pursuant to this Section as of the date of death. If a Prior Merged
Plan Participant dies before he or she has begun to receive any distributions of
his or her interest under the Plan or before distributions are deemed to have
begun pursuant to regulations, then the death benefit shall be distributed to
his or her Beneficiaries by December 31st of the calendar year in which the
fifth anniversary of the date of death occurs.


	C.15	
Richardson and Snyder Plans.


	 	(a)	
The provisions of this Section shall only apply (1) to a Prior Merged
Plan Participant who had an interest transferred from the Richardson Plan or the
Snyder Plan to the Quaker Plan and only to the extent such interest was credited
to his or her Account (the “Transferred Interest”) and (2) to a
distribution that is elected and that has a scheduled commencement date prior to
January 1, 2003.


	 	(b)	
In addition to the provisions of Article VIII, at the Prior Merged Plan
Participant’s election, his or her Transferred Interest may be paid in
approximate equal annual March 1 installments over a period of years not to
exceed the life expectancy of such participant, or the joint life expectancy of
such participant and his or her Beneficiary at the commencement of distribution,
as determined under applicable Treasury Regulations. For purposes of this
Section, the life expectancy of a Prior Merged Plan Participant and his or her
Spouse may be redetermined at such participant’s election, but not more
frequently than annually. A Prior Merged Plan Participant may not elect a form
of distribution pursuant to this Section providing payments to a Beneficiary who
is other than his or her Spouse unless the actuarial value of the payments
expected to be paid to such participant is more than 50% of the actuarial value
of the total payments expected to be paid under such form of distribution.


	C.16	
Golden Grain Plan.


	 	(a)	
The provisions of this Section shall only apply (1) to a Prior Merged
Plan Participant who had an interest transferred from the Golden Grain Plan and
(2) to a distribution that is elected and that has a scheduled commencement date
prior to January 1, 2003.


	 	(b)	
In addition to the provisions of Article VIII of the Plan, at the Prior
Merged Plan Participant’s election his or her Accounts may be paid in
approximate equal quarterly, semiannual or annual installments over a period of
years not to exceed the life expectancy of such participant, or the joint life
expectancy of such participant and his or her Beneficiary but shall in any event
be subject to the following: 


	 		(i)	
The annual redetermination of life expectancy under Code section § 401(a)(9)(D) is not to be applied or be available
for election by Prior Merged Plan Participants;


	 		(ii)	
The amount to be distributed each year must at least be equal to the quotient  obtained by dividing the then
vested  portion of the Prior  Merged  Plan  Participant’s  Accounts  by such life  expectancy  or joint life
expectancy; and


	 		(iii)	
The present value of the payments  expected to be made to the Prior Merged Plan  Participant must be more than 50% of the then
vested portion of such participant’s
Accounts.