Quaker, a unit of PepsiCo Beverages & Foods, is committed to providing a work environment free of inappropriate and disrespectful behavior. This includes harassment based on race, color, religion, sex, national origin, age, veteran status, physical or mental handicap or disability, sexual orientation, marital status or other non job-related characteristics. This policy prohibits unwelcome conduct of a harassing nature that is directed at a person because of any of these characteristics. All Quaker employees are expected to conduct themselves with consideration and respect for the dignity of their co-workers. All Quaker employees must avoid any action or conduct which could be viewed as harassment. To ensure this behavior, Quaker's policy in some respects goes above and beyond the requirements of applicable law.

SEXUAL HARASSMENT
Included within the prohibition of harassment is any form of sexual harassment. Quaker strongly opposes sexual harassment in any form against any employee, vendor or customer. It does not matter whether the victim is male or female, or whether the offender is male or female. Sexual harassment in the Quaker work environment by a manager, employee, vendor or customer will not be tolerated.

Sexual harassment is prohibited under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, and is further prohibited by applicable state and municipal laws. Sexual harassment is defined to include "unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature when submission to such conduct is explicitly or implicitly a term or condition of employment, submission to or rejection of the conduct is used in employment decisions, or the conduct has the purpose or effect of interfering with work performance or creating an otherwise offensive working environment."

REPORTING AND INVESTIGATION
It is unlawful and against Company policy to retaliate or take reprisal against anyone who has made a complaint of harassment, has expressed concern about harassment, or has cooperated in a harassment investigation.

Complaints or concerns about harassment may be made to any member of management at any location in the Company or by mail at P.O. Box 049001, Chicago, IL 60604-9001. All employees, vendors and customers are encouraged to use the complaint procedure if they believe they have been subjected to, or have knowledge of, harassment or retaliation in the Quaker work environment.

Complaints will be investigated promptly. Any Quaker manager who receives such a complaint or has knowledge of harassment or retaliation in the Quaker work environment has an obligation to ensure that the matter is investigated. Confidentiality will be preserved to the fullest extent possible without compromising the Company's ability to conduct a good faith investigation. Where violations are substantiated, the Company will take prompt remedial and appropriate corrective action.

The Company's position on this subject is to be communicated to all employees and other appropriate parties through the posting of this policy and through the dissemination of other material on harassment and retaliation.

Robert S. Morrison
Vice Chairman - PepsiCo, Inc.
Chairman, President and CEO - Quaker, a unit of PepsiCo Beverages & Foods