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PEPSICO INC Director's Dealing 2010

Apr 5, 2010

29792_dirs_2010-04-05_b0047cde-ca04-4afe-922e-aceb88202962.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: 2010-04-01

Reporting Person: FOSS ERIC J (CEO Pepsi Beverages Company)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-04-01 PepsiCo, Inc. Common Stock A 37594 $66.50 Acquired 75452 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 3244.5063 Indirect

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. A portion of these PSUs will be earned and become vested on February 26, 2011 and a portion of these PSUs will be earned and become vested on February 26, 2012, both contingent upon the achievement of pre-established performance targets and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 100% of the PSUs granted, depending on the performance level achieved.

F2: Reflects number of shares held under the reporting person's account in the PBG 401(k) Plan as of April 1, 2010.