PEPSICO INC — Director's Dealing 2010

Apr 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-04-12

Reporting Person: BRIDGMAN PETER A (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-12	PepsiCo, Inc. Common Stock	A	3308	$0.00	Acquired	26709.06	Direct
2010-04-12	PepsiCo, Inc. Common Stock	A	1985	$0.00	Acquired	28694.06	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	474.8753	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$66.50	2020-04-12	PepsiCo, Inc. Common Stock (31759)	31759	Direct

Footnotes

F1: This number represents the performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of his compensation from PepsiCo, Inc. These PSUs will become vested on April 12, 2013 contingent upon the achievement of pre-established performance targets over a two-year performance 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: This number reflects the number of restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. These restricted stock units are subject to a three-year vesting period.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of April 12, 2010.