PEPSICO INC — Director's Dealing 2010

Jul 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-07-28

Reporting Person: Abdul-Latif Saad (CEO PepsiCo AMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-28	PepsiCo, Inc. Common Stock	M	23389	$43.50	Acquired	102750	Direct
2010-07-28	PepsiCo, Inc. Common Stock	M	20786	$43.50	Acquired	123536	Direct
2010-07-28	PepsiCo, Inc. Common Stock	S	40649	$65.3999	Disposed	82887	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-28	Employee Stock Option (right to buy)	$43.50	M	20786	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (20786)	Direct
2010-07-28	Employee Stock Option (right to buy)	$43.50	M	23389	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (23389)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	8413.2932	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $65.23 and $65.6035 to cover option costs, taxes and broker commissions. A portion of the net proceeds continue to be held in furtherance of PepsiCo's Sock Ownership Guidelines. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of July 28, 2010.