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PEPSICO INC Director's Dealing 2004

Sep 3, 2004

29792_dirs_2004-09-03_d660614e-667c-4914-b641-2a21401be4c6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2004-09-03

Reporting Person: ROSENFELD IRENE B (Chairman and CEO, Frito-Lay)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-09-01 PepsiCo, Inc. Common Stock A 25788.00 Acquired 25788.00 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-09-01 Employee Stock Option (right to buy) $50.00 A 23150.00 Acquired 2014-02-01 PepsiCo, Inc. Common Stock (23150.00) Direct

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of her compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to 5,788 of these restricted stock units is contingent upon the achievement of pre-established performance targets.

F2: Effective September 1, 2004, Ms. Rosenfeld became an Officer of PepsiCo, Inc. for purposes of Section 16 of the Securities Exchange Act. Her total holdings of PepsiCo, Inc. Common Stock will be provided on her Form 3, which will be timely filed.

F3: There is no price for this derivative security.