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: Compton John C (CEO, PepsiCo Americas Foods)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-26	PepsiCo, Inc. Common Stock	A	488	—	Acquired	195470	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7689.7336	Indirect

Footnotes

F1: Represents shares of PepsiCo common stock received in exchange for the cancellation of the reporting person's Pepsi Bottling Group, Inc. ("PBG") restricted stock units ("RSUs") 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"). The reporting person was a non-employee director of PBG prior to the completion of the Merger, and, at the effective time of the Merger on February 26, 2010, each PBG RSU award held by a non-employee director was canceled, and, in exchange, the holder received 0.6432 of a share of PepsiCo common stock in respect of each share of PBG common stock subject to the award, rounded down to the nearest whole share.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of February 26, 2010.