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PEPSICO INC Director's Dealing 2006

Nov 21, 2006

29792_dirs_2006-11-21_0b57bb8b-c5af-4e4f-97db-7f9414cdeea2.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: 2006-11-17

Reporting Person: Compton John C (Pres & CEO of QTG)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-11-17 PepsiCo, Inc. Common Stock A 80321 $62.25 Acquired 127637 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 5761.09 Indirect

Footnotes

F1: This number reflects restricted stock units granted to the reporting person as a portion of his compensation for serving as a officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. Of these restricted stock units, 32,128 vest on November 17, 2010 and 48,193 vest on November 17, 2014, with vesting contingent upon the reporting person's continued employment with the Company.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of November 17, 2006.