Edgar Filing: PEPSICO INC

As filed with the Securities and Exchange Commission on August 3, 2001
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PepsiCo, Inc.
(Exact Name of Registrant as Specified in its Charter)

NORTH CAROLINA 13-1584302
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)

700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices, including zip code)

The Quaker 401(k) Plan for Salaried Employees
and
The Quaker 401(k) Plan for Hourly Employees
(Full Title of the Plans)

Lawrence F. Dickie
Vice President, Associate General Counsel and Assistant Secretary
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
(914) 253-2950
(Name, Address and Telephone Number, including area code, of Agent for Service)

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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1)(3) Per Share (2) Price (2) Registration Fee
------------------------- ------------------------ ----------------------- ------------------- -------------------

Common Stock, 2,250,000 Shares $45.1200 $101,520,000.00 $25,380.00
par value 1 2/3 cents
per share
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers (a) an indeterminable number of shares
that may be offered and issued pursuant to stock splits, stock dividends
or similar transactions, and (b) an indeterminable amount of interests to
be offered or sold pursuant to the employee benefit plans described
herein.

(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of determining the registration fee.

(3) The amount of shares registered consists of 750,000 shares under The
Quaker 401(k) Plan for Salaried Employees, and 1,500,000 shares under
The Quaker 401(k) Plan for Hourly Employees.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS

ITEM 1. Plans Information.*

ITEM 2. Registrant Information and Employee Plans Annual Information.*

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*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

PepsiCo, Inc. (the "Registrant") and The Quaker 401(k) Plan for Salaried
Employees and The Quaker 401(k) Plan for Hourly Employees (collectively, the
"Plans") hereby incorporate by reference in this Registration Statement the
following documents previously filed with the Securities and Exchange
Commission (the "SEC"):

(1) the Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
its fiscal year ended December 30, 2000,

(2) the Registrant's Quarterly Reports on Form 10-Q filed for the quarters
ended March 24, 2001 and June 16, 2001,

(3) the Registrant's Current Reports on Form 8-K filed with the SEC on
January 8, 2001, February 5, 2001, February 8, 2001, March 27, 2001, April 10,
2001, April 16, 2001, April 23, 2001, April 26, 2001, May 4, 2001, July 19,
2001, August 1, 2001, and August 2, 2001, and

(4) the description of the Registrant's Common Stock, par value 1-2/3
cents per share, contained in the Registrant's Registration Statement on Form
8-A, pursuant to Section 12(b) of the Exchange Act, and all amendments and
reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. Any of the foregoing documents will be furnished to participants in
the Plans without charge, upon written or oral request.

ITEM 4. Description of Securities

Not applicable.

ITEM 5. Interests of Named Experts and Counsel

The legality of the shares of Common Stock issuable under the Plans has
been passed upon for the Registrant by Lawrence F. Dickie, Esq., Vice
President, Associate General Counsel and Assistant Secretary of the Registrant.
Mr. Dickie holds options to purchase shares of the Registrant's Common Stock.

ITEM 6. Indemnification of Directors and Officers

(i) Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act provide as follows:

"Section. 55-8-50. Policy statement and definitions.

(a) It is the public policy of this State to enable corporations organized
under this Chapter to attract and maintain responsible, qualified directors,
officers, employees and agents, and, to that end, to permit corporations
organized under this Chapter to allocate the risk of personal liability of
directors, officers, employees and agents through indemnification and insurance
as authorized in this Part.

(b) Definitions in this Part:

(1) 'Corporation' includes any domestic or foreign corporation
absorbed in a merger which, if its separate existence had continued, would
have had the obligation or power to indemnify its directors, officers,
employees, or agents, so that a person who would have been entitled to
receive or request indemnification from such corporation if its separate
existence had continued shall stand in the same position under this Part
with respect to the surviving corporation.

(2) 'Director' means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other
enterprise. A director is considered to be serving an employee benefit
plan at the corporation's request if his duties to the corporation also
impose duties on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan. 'Director' includes, unless
the context requires otherwise, the estate or personal representative of a
director.

(3) 'Expenses' means expenses of every kind incurred in defending a
proceeding, including counsel fees.

(4) 'Liability' means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding.

(4a) 'Officer', 'employee' or 'agent' includes, unless the context
requires otherwise, the estate or personal representative of a person who
acted in that capacity.

(5) 'Official capacity' means: (i) when used with respect to a
director, the office of director in a corporation; and (ii) when used with
respect to an individual other than a director, as contemplated in G.S.
55-8-56, the office in a corporation held by the officer or the employment
or agency relationship undertaken by the employee or agent on behalf of
the corporation. 'Official capacity' does not include service for any
other foreign or domestic corporation or any partnership, joint venture,
trust, employee benefit plan, or other enterprise.

(6) 'Party' includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.

(7) 'Proceeding' means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

Section 55-8-51. Authority to indemnify.

(a) Except as provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if:

(1) He conducted himself in good faith; and

(2) He reasonably believed (i) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests;
and (ii) in all other cases, that his conduct was at least not opposed to
its best interests; and

(3) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

(d) A corporation may not indemnify a director under this section:

(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation;
or

(2) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.

(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

(f) The authorization, approval or favorable recommendation by the board
of directors of a corporation of indemnification, as permitted by this section,
shall not be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such indemnification shall be void or voidable on
such ground.

Section 55-8-52. Mandatory indemnification.

Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.

Section 55-8-53. Advance for expenses.

Expenses incurred by a director in defending a proceeding may be paid by
the corporation in advance of the final disposition of such proceeding as
authorized by the board of directors in the specific case or as authorized or
required under any provision in the articles of incorporation or bylaws or by
any applicable resolution or contract upon receipt of an undertaking by or on
behalf of the director to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation against
such expenses.

Section 55-8-54. Court-ordered indemnification.

Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification if it
determines:

(1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification; or

(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in G.S. 55-8-51 or was adjudged liable as
described in G.S. 55-8-51(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred.

Section 55-8-55. Determination and authorization of indemnification.

(a) A corporation may not indemnify a director under G.S. 55-8-51 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55-8-51.

(b) The determination shall be made:

(1) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding;

(2) If a quorum cannot be obtained under subdivision (1), by majority
vote of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceeding;

(3) By special legal counsel (i) selected by the board of directors
or its committee in the manner prescribed in subdivision (1) or (2); or
(ii) if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision
(2), selected by majority vote of the full board of directors (in which
selection directors who are parties may participate); or

(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not
be voted on the determination.

(c) Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

Section 55-8-56. Indemnification of officers, employees, and agents.

Unless a corporation's articles of incorporation provide otherwise:

(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to apply for
court-ordered indemnification under G.S. 55-8-54, in each case to the same
extent as a director;

(2) The corporation may indemnify and advance expenses under this
Part to an officer, employee, or agent of the corporation to the same
extent as to a director; and

(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.

Section 55-8-57. Additional indemnification and insurance.

(a) In addition to and separate and apart from the indemnification
provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
corporation may in its articles of incorporation or bylaws or by contract or
resolution indemnify or agree to indemnify any one or more of its directors,
officers, employees, or agents against liability and expenses in any proceeding
(including without limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or their activities in
any of the foregoing capacities; provided, however, that a corporation may not
indemnify or agree to indemnify a person against liability or expenses he may
incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. A corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the corporation, is or was
serving as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise or as a trustee or administrator under an employee benefit plan. Any
provision in any articles of incorporation, bylaw, contract, or resolution
permitted under this section may include provisions for recovery from the
corporation of reasonable costs, expenses, and attorneys' fees in connection
with the enforcement of rights to indemnification granted therein and may
further include provisions establishing reasonable procedures for determining
and enforcing the rights granted therein.

(b) The authorization, adoption, approval, or favorable recommendation by
the board of directors of a public corporation of any provision in any articles
of incorporation, bylaw, contract or resolution, as permitted in this section,
shall not be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such articles of incorporation or bylaw provision
or contract or resolution shall be void or voidable on such grounds. The
authorization, adoption, approval, or favorable recommendation by the board of
directors of a nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
which occurred prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such
articles of incorporation, bylaw provision, contract or resolution shall be
void or voidable on such grounds. Except as permitted in G.S. 55-8-31, no such
bylaw, contract, or resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or liabilities asserted
against any director prior to its adoption, authorization, or approval by the
board of directors.

(c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under any provision of this Chapter.

Section 55-8-58. Application of Part.

(a) If articles of incorporation limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the extent
consistent with the articles.

(b) This Part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a witness
in a proceeding at a time when he has not been made a named defendant or
respondent to the proceeding.

(ii) Section 3.7 of Article III of the By-Laws of PepsiCo, Inc. provides
as follows: Unless the Board of Directors shall determine otherwise, the
Corporation shall indemnify, to the full extent permitted by law, any person
who was or is, or who is threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he, his testator or intestate, is or was a director, officer
or employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding. Such indemnification may, in the discretion of the
Board, include advances of a director's, officer's or employee's expenses prior
to final

disposition of such action, suit or proceeding. The right of indemnification
provided for in this Section 3.7 shall not exclude any rights to which such
persons may otherwise be entitled by contract or as a matter of law.

(iii) Officers and directors of PepsiCo, Inc. are presently covered by
insurance, which (with certain exceptions and within certain limitations)
indemnifies them against any losses arising from any alleged wrongful act
including any alleged error or misstatement or misleading statement or wrongful
act or omission or neglect of duty.

(iv) PepsiCo, Inc. has entered into indemnification agreements with its
directors whereby (with certain exceptions) PepsiCo will, in general, indemnify
directors, to the extent permitted by law, against liabilities, costs or
expenses arising out of his or her status as a director by reason of anything
done or not done as a director.

ITEM 7. Exemption from Registration Claimed

Not applicable.

ITEM 8. Exhibits

Exhibit No. Description
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4.1 Amended and Restated Articles of Incorporation of PepsiCo, Inc.,
which are incorporated herein by reference to Exhibit 4.1 to
PepsiCo Inc.'s Registration Statement on Form S-8 (Registration
No. 333-66632).

4.2 By-laws of PepsiCo, Inc., as amended on August 2, 2001, which are
incorporated herein by reference to Exhibit 4.2 to PepsiCo,
Inc.'s Registration Statement on Form S-8 (Registration No.
333-66632).

4.3 The Quaker 401(k) Plan for Salaried Employees.

4.4 The Quaker 401(k) Plan for Hourly Employees.

5a Opinion and consent of Lawrence F. Dickie, Esq., Vice President,
Associate General Counsel and Assistant Secretary of the
Registrant, relating to the legality of securities being
registered.

5b Pursuant to Instruction (b) under Item 8 of Form S-8, the
Registrant undertakes that it will submit or has submitted
the Plans and any amendments thereto to the Internal
Revenue Service in a timely manner and has made or will
make all changes required by the Internal Revenue Service
in order to qualify the Plans under Section 401 of the
Internal Revenue Code.

15 Letter re: Unaudited Interim Financial Information.

23.1 Consent of KPMG LLP.

23.2 Consent of Lawrence F. Dickie, Esq., Vice President, Associate
General Counsel and Assistant Secretary of the Registrant
(included in his opinion filed as Exhibit 5a hereto).

24 Power of Attorney executed by Steven S Reinemund, Indra K.
Nooyi, Roger A. Enrico, Peter A. Bridgman, John F. Akers, Robert
E. Allen, Peter Foy, Ray L. Hunt, Arthur C. Martinez, John J.
Murphy, Franklin D. Raines, Sharon Percy Rockefeller, Robert
F. Sharpe, Jr., Franklin A. Thomas, Cynthia M. Trudell and
Solomon D. Trujillo, which is incorporated herein by reference
to Exhibit 24 to PepsiCo, Inc.'s Registration Statement on Form
S-8 (Registration No. 333-65992).

ITEM 9. Undertakings

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act;

(b) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(c) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Purchase, State of New York, on August 3,
2001.

PepsiCo, Inc.

By: /s/ Lawrence F. Dickie
-------------------------------------
Name: Lawrence F. Dickie
Title: Vice President, Associate
General Counsel
and Assistant Secretary

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated as of August 3, 2001.

Principal Executive Officer:

Steven S Reinemund* Chairman of the Board
and Chief Executive Officer

Principal Financial Officer:

Indra K. Nooyi* President,
Chief Financial Officer and
Director

Principal Accounting Officer:

Peter A. Bridgman* Senior Vice President
and Controller

Directors:

John F. Akers )
Robert E. Allen )
Roger A. Enrico )
Peter Foy )
Ray L. Hunt )
Arthur C. Martinez )
John J. Murphy )*
Franklin D. Raines )
Sharon Percy Rockefeller )
Franklin A. Thomas )
Cynthia M. Trudell )
Solomon D. Trujillo )

* By: /s/ Lawrence F. Dickie
------------------------------
Lawrence F. Dickie
Attorney-in-Fact

The Plans. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrator of The Quaker 401(k) Plan for Salaried Employees and
The Quaker 401(k) Plan for Hourly Employees has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Purchase, State of New York, on August 3, 2001.

By: /s/ Burkett W. Huey, Jr. /s/ Erik Sossa
------------------------ --------------------------
Burkett W. Huey, Jr. Erik Sossa

Title: Members of the PepsiCo Administration Committee, the
Plan Administrator of The Quaker 401(k) Plan for Salaried
Employees and The Quaker 401(k) Plan for Hourly Employees

EXHIBIT INDEX

4.2 By-laws of PepsiCo, Inc., as amended on August 2, 2001, which are
incorporated herein by reference to Exhibit 4.2 to PepsiCo
Inc.'s Registration Statement on Form S-8 (Registration No.
333-66632).

4.3 The Quaker 401(k) Plan for Salaried Employees.

4.4 The Quaker 401(k) Plan for Hourly Employees.

5a Opinion and consent of Lawrence F. Dickie, Esq., Vice President,
Associate General Counsel and Assistant Secretary of the
Registrant, relating to the legality of securities being
registered.

15 Letter re: Unaudited Interim Financial Information.

23.1 Consent of KPMG LLP.

23.2 Consent of Lawrence F. Dickie, Esq., Vice President, Associate
General Counsel and Assistant Secretary of the Registrant
(included in his opinion filed as Exhibit 5a hereto).

24 Power of Attorney executed by Steven S Reinemund, Indra K.
Nooyi, Roger A. Enrico, Peter A. Bridgman, John F. Akers, Robert
E. Allen, Peter Foy, Ray L. Hunt, Arthur C. Martinez, John J.
Murphy, Franklin D. Raines, Sharon Percy Rockefeller, Robert F.
Sharpe, Jr., Franklin A. Thomas, Cynthia M. Trudell, and Solomon
D. Trujillo, which is incorporated herein by reference to
Exhibit 24 to PepsiCo, Inc.'s Registration Statement on Form S-8
(Registration No. 333-65992).