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PEPSICO INC Director's Dealing 2006

Sep 19, 2006

29792_dirs_2006-09-19_8451a2ab-15cb-4f5b-a2a1-f47eeb8f0623.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: 2006-09-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-09-15 PepsiCo, Inc. Common Stock A 76923 $0.00 Acquired 277201 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 4387 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. These restricted stock units are subject to a three-year vesting period. These restricted stock units are not subject to the achievement of performance criteria.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 9/15/2006.