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PEPSICO INC Director's Dealing 2004

Feb 3, 2004

29792_dirs_2004-02-03_9993799a-7716-4652-852e-fd2dd5da9efa.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: 2004-02-01

Reporting Person: WHITE MICHAEL D (Chairman and CEO, PepsiCo Intl)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-02-01 PepsiCo, Inc. Common Stock A 127685.00 Acquired 158678.00 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-02-01 Employee Stock Option (right to buy) $47.25 A 88444.00 Acquired 2014-01-31 PepsiCo, Inc. Common Stock (88444.00) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 3981.00 Indirect

Footnotes

F1: This number reflects the number of restricted stock units granted to the reporting person as a portion of his 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 21,865 of these restricted stock units is contingent upon the achievement of pre-established performance targets.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 12/31/03.

F3: There is no price for this derivative security.