Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) PepsiCo, Inc. grants various awards to its executive officers under the shareholder-approved PepsiCo, Inc. 2007 Long-Term Incentive Plan. The forms of award agreements pursuant to which the executive officers may receive awards, commencing with the February 6, 2009 annual award, are attached hereto as exhibits and are hereby incorporated by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

10.1 Form of Annual Long-Term Incentive Award Agreement
10.2 Form of Performance-Based Long-Term Incentive Award Agreement
10.3 Form of Pro Rata Long-Term Incentive Award Agreement
10.4 Form of Stock Option Retention Award Agreement
10.5 Form of Restricted Stock Unit Retention Award Agreement

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