INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the              day of                     , by and between PepsiCo, Inc., a North Carolina corporation (PepsiCo), and                     , a member of PepsiCos Board of Directors (the Director).

WHEREAS, PepsiCo and the Director each recognize the ongoing and substantial risk of litigation and other claims being asserted against directors of public companies; and

WHEREAS, in recognition of the need for protection against such litigation and claims to facilitate the Directors continued effective service to PepsiCo, PepsiCo desires to provide for the indemnification, advancement, reimbursement and insurance of certain liabilities and expenses of the Director, to the full extent permitted by law;

NOW, THEREFORE, in consideration of these premises and of the Directors continuation of service to PepsiCo, the parties hereto agree as follows:

1. Indemnification Against Liability. The Director shall be indemnified and held harmless by PepsiCo, to the full extent permitted by law, against any and all liabilities and assessments arising out of or related to any threatened, pending or completed action, suit, proceeding, inquiry or investigation, whether civil, criminal, administrative, or other (each being hereinafter referred to as an Action), including, but not limited to, judgments, fines, penalties and amounts paid in settlement (whether with or

without court approval), and any interest, assessments, excise taxes or other charges paid or payable in connection with or in respect of any of the foregoing (each such liability and assessment being hereinafter referred to as a Liability), incurred by the Director and arising out of his status as a director or member of a committee of the Board of Directors of PepsiCo, or by reason of anything done or not done by the Director in such capacities.

2. Indemnification Against Expense. The Director shall also be indemnified and held harmless by PepsiCo, to the full extent permitted by law, against any and all attorneys fees and other costs, expenses and obligations, and any interest, assessments, excise taxes or other charges paid or payable in connection with or in respect of any of the foregoing (each such expense being hereinafter referred to as an Expense) arising out of or relating to any Action, including expenses incurred by a Director:

(a) in connection with investigating, defending, being a witness or participating in, or preparing to defend, be a witness or participate in, any Action (other than an Action commenced by the Director against another party, except as provided in Section 2(b) below) or any appeal of an Action; or

(b) in connection with any claim asserted or action brought by the Director for (i) payment or indemnification of Liabilities or Expenses or advance payment of Expenses by PepsiCo under this Agreement, or pursuant to any other agreement, any resolution of PepsiCos shareholders or Board of Directors, any provision of PepsiCos Restated Articles of Incorporation or By-Laws, or any statute or rule of law providing for indemnification, now or hereafter in effect, relating to any Action, or for specific performance pursuant to Section 19 hereof, and/or (ii) recovery under any directors and officers liability insurance policy or policies maintained by PepsiCo, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance, or insurance recovery, as the case may be.

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