PEPSICO INC — Director's Dealing 2009

Feb 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-02-06

Reporting Person: NOOYI INDRA K (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-06	PepsiCo, Inc. Common Stock	A	113208	$0.00	Acquired	402985	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-06	Employee Stock Option (right to buy)	$53.00	A	452830	Acquired	2019-01-31	PepsiCo, Inc. Common Stock (452830)	Direct
2009-02-06	Phantom Stock Units	$	A	818.8537	Acquired		PepsiCo, Inc. Common Stock (818.8537)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	3992.95	Indirect

Footnotes

F1: This number represents the performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of his/her compensation from PepsiCo, Inc. The vesting of these PSUs is contingent upon the achievement of pre-established performance targets over a three-year period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, depending on the performance level achieved.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of February 6, 2009.

F3: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F4: This amount relates to dividends credited to the reporting persons phantom stock account on January 2, 2009 pursuant to PepsiCo's deferred compensation plan, at a price of $55.97.

F5: This security is payable pursuant to the reporting person's election and the terms of PepsiCo's deferred compensation plan.