PEPSICO INC — Director's Dealing 2010

Mar 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-26	Common Stock	A	12888	—	Acquired	13524	Direct
2010-02-26	Common Stock	A	262094	—	Acquired	275618	Direct
2010-02-26	Common Stock	F	121143	$62.25	Acquired	154475	Direct
2010-02-26	Common Stock	A	3034	—	Acquired	3034	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-26	Stock Options	$55.01	A	122792	Disposed	2016-07-23	Common Stock (122792)	Direct
2010-02-26	Stock Options	$50.25	A	40599	Disposed	2017-02-28	Common Stock (40599)	Direct
2010-02-26	Stock Options	$55.92	A	89868	Disposed	2018-02-28	Common Stock (89868)	Direct
2010-02-26	Stock Options	$47.08	A	245585	Disposed	2018-10-01	Common Stock (245585)	Direct
2010-02-26	Stock Options	$30.50	A	245980	Disposed	2019-02-28	Common Stock (245980)	Direct
2010-02-26	Phantom Stock Units	$	A	60040	Disposed		Common Stock (60040)	Direct

Footnotes

F1: For Common stock: Represents shares of PepsiCo common stock received in exchange for the reporting person's Pepsi Bottling
Group, Inc. ("PBG") common stock upon completion of the merger of PBG with and into Pepsi-Cola Metropolitan Bottling
Company, Inc. ("Metro), a wholly owned subsidiary of PepsiCo, Inc. ("PepsiCo") pursuant to the Agreement and Plan of Merger,
dated as of August 3, 2009 among PBG, PepsiCo and Metro (the "Merger"). Pursuant to the terms of the merger agreement, at
the effective time of the Merger on February 26, 2010, the reporting person received cash consideration for approximately
49.4% of his shares of PBG common stock and shares of PepsiCo common stock for approximately 50.6% of his shares of PBG
common stock

F2: For RSUs: Represents PepsiCo restricted stock units ("RSUs") received upon conversion of the reporting person's PBG RSUs
upon completion of the Merger. At the effective time of the Merger on February 26, 2010, each PBG RSU award was converted
into the right to receive a number of shares of PepsiCo common stock equal to the product of (a) 0.6432 and (b) the number
of shares of PBG common stock subject to the PBG RSU award,,rounded down to the nearest whole share. Each PepsiCo RSU
represents the right to receive one share of PepsiCo common stock.

F3: For 401(k) - Represents the approximate number of shares of PepsiCo common stock in the PBG 401(k) Plan received upon
completion of the Merger in exchange for the reporting person's shares of PBG common stock that were held in the PBG common
stock fund of the PBG 401(k) Plan. This number is based on the dollar value of the reporting person's holdings in the PBG
common stock fund in the PBG 401(k) Plan as of February 25, 2010.

F4: For Stock Options: Represents the PepsiCo stock options received upon conversion of the reporting person's PBG stock options
upon completion of the Merger. At the effective time of the Merger on February 26, 2010, each PBG stock option was converted
into an option to purchase the number of shares of PepsiCo common stock equal to the product of (a) the number of shares of
PBG common stock subject to the PBG stock option and (b) the closing exchange ratio, rounded down to the nearest whole
share. The exercise price of the converted PepsiCo stock option is equal to (i) the exercise price of the PBG stock option
divided by (ii) the closing exchange ratio, rounded up to the nearest cent. The closing exchange ratio is equal the
quotient of the closing price of a share of PBG common stock on February 25, 2010 ($38.25) divided by the closing price of a
share of PepsiCo common stock on February 25, 2010 ($62.30).

F5: For Phantom/EID: - Represents the approximate number of PepsiCo phantom stock units in the PBG Executive Income Deferral
Program (the "EID Plan") received upon conversion of the reporting person's PBG phantom stock units that were held in the
EID Plan. At the effective time of the Merger on February 26, 2010, the reporting person's EID Plan balance invested in the
phantom PBG common stock fund as of February 25, 2010 was converted into an equivalent balance invested in the phantom
PepsiCo common stock fund in the EID Plan.

F6: For Withholding on RSU vesting: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax
withholding obligation due upon vesting of RSUs. Upon completion of the Merger, the reporting person's outstanding stock
options and RSUs granted by PBG prior to the Merger that were converted into PepsiCo stock options and RSUs became fully
vested, exercisable or settled, as applicable, pursuant to the terms of the retention agreement between the reporting person
and PepsiCo, dated October 2, 2009.

F7: For Date Exercisable Column for All Options: Upon completion of the Merger, the reporting person's outstanding stock options
granted by PBG prior to the Merger that were converted into PepsiCo stock options became fully vested and exercisable
pursuant to the terms of the retention agreement between the reporting person and PepsiCo, dated October 2, 2009.