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PEPSICO INC Director's Dealing 2010

Jul 6, 2010

29792_dirs_2010-07-06_faa2f75d-9ded-4409-a9af-a9c1c7845a2d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-07-01

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-07-01 Phantom Stock Units $ I 9233.4798 Disposed PepsiCo, Inc. Common Stock (9233.4798) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 444458 Direct
PepsiCo, Inc. Common Stock 4900.6648 Indirect

Footnotes

F1: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of July 1, 2010.

F2: This transaction represents the automatic July 1, 2010 payout of phantom stock units from the reporting person's account in the PepsiCo Executive Income Deferral Program as a result of irrevocable elections made in 1994 and 1995 to defer previously earned compensation until July 1, 2010.

F3: This amount includes dividends credited to the reporting person's phantom stock account in the PepsiCo Executive Income Deferral Program on June 30, 2010 pursuant to PepsiCo's Executive Income Deferral Program, at a price of $60.95.