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: TRUDELL CYNTHIA (SVP & Chief Personnel Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-06	PepsiCo, Inc. Common Stock	A	13491	$0.00	Acquired	38119	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	53962	Acquired	2019-01-31	PepsiCo, Inc. Common Stock (53962)	Direct
2009-02-06	Phantom Stock Units	$	A	299.2828	Acquired		PepsiCo, Inc. Common Stock (299.2828)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	91	Indirect
PepsiCo, Inc. Common Stock	70.66	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 various dates between February 2, 2008 and February 6, 2009 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $55.97 to $72.20.

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