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

Shona L. Brown was elected as an independent member of PepsiCo, Inc.'s ("PepsiCo") Board of Directors on March 20, 2009, effective immediately. Ms. Brown was also appointed to serve on the Board's Compensation Committee and Nominating and Corporate Governance Committee.

Upon joining the Board on March 20, 2009, Ms. Brown will receive the standard award for new non-employee directors under PepsiCo's previously disclosed non-employee director compensation program. Under this program, Ms. Brown will receive a pro rated annual retainer of $75,000, an initial stock award of 1,000 shares of PepsiCo Common Stock and a number of phantom stock units determined by dividing $112,500 by the closing price of PepsiCo Common Stock on March 20, 2009. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock.

The information in Exhibit 99.1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release Issued by PepsiCo, Inc. dated March 20, 2009.

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