PEPSICO INC — Director's Dealing 2010

Nov 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-11-18

Reporting Person: Carey Albert P (President and CEO Frito-Lay)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-18	PepsiCo, Inc. Common Stock	F	7500	$64.30	Disposed	136967	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	89.1606	Indirect

Footnotes

F1: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of November 18, 2010.