No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)    Title of each class of securities to which transaction applies:

(2)    Aggregate number of securities to which transaction applies:

        Rule 0-11 (set forth the amount on which the filing fee calculated and state how it was determined):

(4)    Proposed maximum aggregate value of transaction:

Fee paid previously with preliminary materials.

(1)    Amount Previously Paid:

(2)    Form, Schedule or Registration Statement No.:

(3)    Filing Party:

(4)    Date Filed:

PEPSICO, INC.

Meeting Type:

Annual

For holders as of:

March 5, 2010

Date:     May 5, 2010

Time: 9:00 a.m., CDT

Location:     Frito-Lay Headquarters

                     7701 Legacy Drive,

                     Plano, Texas 75024

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

*

If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

The Board of Directors recommends you vote FOR the following proposals:

1.

Election of Directors

1a.

S. L. Brown

2.

Approval of Independent Registered Public Accountants.

1b.

I. M. Cook

3.

Approval of Amendment to PepsiCo, Inc. 2007 Long-Term Incentive Plan.

1c.

D. Dublon

1d.

V. J. Dzau

The Board of Directors recommends that you vote AGAINST the following:

1e.

R. L. Hunt

4.

Shareholder Proposal - Charitable Contributions Report (Proxy Statement p. 67)

1f.

A. Ibargüen

1g.

A. C. Martinez

5.

Shareholder Proposal - Right to Call Special Shareholders Meeting (Proxy Statement p. 68)

1h.

I. K. Nooyi

6.

Shareholder Proposal - Public Policy Report (Proxy Statement p. 70)

1i.

S. P. Rockefeller

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

1j.

J. J. Schiro

1k.

L. G. Trotter

1l.

D. Vasella

The Proxy Statement, Annual Report and other proxy materials are available at:

http://www.proxyvoting.com/pep

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 20, 2010 to facilitate timely delivery.

TO REQUEST PAPER COPIES OF PROXY MATERIALS:

(please reference your 11-digit control number when requesting materials)

By opting to receive printed materials, your preference for future proxy mailings will be kept on our file.

Telephone: 1-888-313-0164

                    (outside of the U.S and Canada call 201-680-6688)

Email:        shrrelations@bnymellon.com

                    (you must reference your 11-digit control number in your email)

Internet:        http://www.proxyvoting.com/pep

TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE

This is not a proxy card. You cannot use this notice to vote your shares.

(1)

Election of 12 Directors;

(2)

Approval of Independent Registered Public Accountants;

(3)

Approval of Amendment to PepsiCo, Inc. 2007 Long-Term Incentive Plan;

(4)

Shareholder Proposal - Charitable Contributions Report (pg. 67);

(5)

Shareholder Proposal - Right to Call Special Shareholders Meeting (pg. 68); and

(6)

Shareholder Proposal - Public Policy Report (pg. 70).

YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN

YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO

VOTE YOUR PROXY ELECTRONICALLY.

g

•

the Company’s 2010 Proxy Statement (including all attachments thereto);

•

the Company’s Annual Report for the year ended December 26, 2009 (which is not deemed to be part of the official proxy soliciting materials); and

•

any amendments to the foregoing materials that are required to be furnished to shareholders.

Telephone:

1-888-313-0164 (outside of the U.S and Canada call 201-680-6688)

Email:

shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)

Internet:

http://www.proxyvoting.com/pep

HOW TO VOTE BY INTERNET

We encourage you to review the proxy materials online before voting.

Use the Internet to vote your shares. On the landing page of the above website in the box labeled “To Vote

Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares

until 5:00 p.m. EDT on May 4, 2010. Have this letter in hand when you access the website.

You will need to reference the 11-digit control number located on the reverse side.

Directions to Frito-Lay Headquarters

7701 Legacy Drive, Plano, Texas

FROM DFW AIRPORT:

Approximately 15 miles

Exit Airport to the north following directions to S.H. 121

Curve to right onto S.H. 121

Follow S.H. 121 beyond Lewisville and The Colony to Legacy Drive

Turn right at signal onto Legacy Drive

Take second turn to the right into Frito-Lay near flags

FROM NORTH DALLAS AREA:

Approximately 13 miles

Off 635 (LBJ Freeway), exit Dallas North Tollway going north

Follow Tollway approximately 13 miles

Turn left at signal onto Legacy Drive

Go approximately 1/2 mile and turn left into Frito-Lay near flags

FROM DOWNTOWN:

Approximately 30 miles

Follow Dallas North Tollway to Legacy Drive

Turn left and follow Legacy Drive approximately 1 mile

Turn left into Frito-Lay near flags