PEPSICO INC — Director's Dealing 2010

Oct 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-10-01

Reporting Person: DZAU VICTOR J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-30	PepsiCo, Inc. Common Stock	A	460.27	—	Acquired	18822.94	Direct
2010-10-01	PepsiCo, Inc. Common Stock	A	1492.54	$67.00	Acquired	20315.48	Direct
2010-10-01	PepsiCo, Inc. Common Stock	A	2238.81	$0.00	Acquired	22554.29	Direct

Footnotes

F1: This number represents the phantom stock units acquired at various dates between October 1, 2009 and September 30, 2010 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $60.95 to $66.44, payable in shares of PepsiCo Common Stock on a one-for-one basis.

F2: This number represents the annual cash retainer, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program that is payable in shares of PepsiCo Common Stock commencing in January of the year following the filing person's retirement or resignation from PepsiCo's Board of Directors.

F3: This number represents the filing person's phantom stock units received for service as a director that are payable in shares of PepsiCo Common Stock on a one-for-one basis commencing on the first day of the calendar quarter following the first anniversary of the filing person's retirement or resignation from PepsiCo's Board of Directors.