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PepsiCo Records Management Policy (United States) March 23, 2006

(Outside of the United States, contact your local Finance or Law Department)

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I. PURPOSE

PepsiCo, Inc. and its subsidiaries and divisions (collectively, the Company or
PepsiCo) have adopted this Records Management Policy to achieve a consistent,
organized and effective approach to managing Company records from creation through
active use, storage, and disposal. This policy applies to all Company operations in the
United States and applies to all records, both hard copy and electronic, as defined below.
This policy supersedes all existing records management policies in the United States.

The purpose of this policy is to ensure efficient and effective operation of the business,
comply with regulatory recordkeeping requirements, preserve confidentiality of
Company information, maintain a manageable volume of well-organized records,
mitigate the risk of the mistaken use of outdated records, and minimize storage and other
costs associated with the retention of unnecessary records.

Consistent with these objectives, it is the Companys policy that records be retained for as
long as (and only as long as) necessary to satisfy federal, state and local laws and
regulations, financial and audit requirements, and legitimate business purposes.

All employees of the Company are charged with the personal responsibility of complying
with this policy. Employees who retain consultants should ensure that such consultants
agree to adhere to the policy to the extent that they maintain and/or create Company
records.

II. POLICY

A. Maintaining and Disposing of Records

1. You are required to maintain records in accordance with the Records Retention
Schedule for your division, organization or function. Contact your Records Manager (see
attached chart) for the applicable Records Retention Schedule. Records not listed in the
Records Retention Schedule should only be retained as long as needed for a legitimate
business purpose, unless subject to a Records Hold (see Section II-B and VII-E below).
In general, records not listed in the Records Retention Schedule should only be retained
for a maximum of one year.

2. Records created or received during the course of Company business are

Company property and do not belong to the individual employee who created, received or
maintains them. Company departments retain custodial responsibility and administrative
authority over records.

3. All Company business records should be maintained on Company property or in

a Company approved offsite storage facility.

4. Records that do not need to be retained under the Records Retention Schedule
or for legitimate business purposes may still need to be retained for litigation,
government investigation, or similar purposes. The Company will implement a Records
Hold for any such records as described below in Section II-B and VII-E.

5. At the end of a records retention period, you should dispose of the record,
unless the record is subject to a Records Hold.

B. Suspension of Record Retention Periods Records Hold

1. Occasionally events will require a suspension of applicable retention periods,

and you may need to maintain certain records past their established retention periods.
When any of the circumstances listed below occur, you should not dispose of applicable
records until further notice.

2. The circumstances calling for a Records Hold include the following:

a. You have been advised by the Company that records have been sought, or will
imminently be sought, in a pending litigation or government proceeding.

b. You have been advised by the Company that the Company expects records will
be sought in a pending or anticipated litigation or government proceeding.

c. You are personally aware that records have been or likely will be sought in a
pending or anticipated litigation or government proceeding.

3. As to the circumstances described in subparagraphs 2(a) and 2(b) above, you

may receive a directive from the Law Department or other Company official that certain
records are subject to a Records Hold. The directive will describe the types of records
subject to the Records Hold. You must follow this type of directive carefully.

4. As to the circumstances described in subparagraph 2(c) above, you may

personally become aware of circumstances giving rise to a pending or anticipated
litigation or government proceeding even before others in the Company have informed
you of a Records Hold. In those circumstances, a Records Hold is in effect and you
should suspend disposal of pertinent records. You must also promptly inform the Law
Department and your supervisor.
5. In no event should you ever alter, destroy or conceal any records with the intent
to impede, obstruct or influence any litigation or government matter or in relation to or
contemplation of any such litigation or government matter.

6. Unauthorized destruction or disposal of Company records may subject an

employee to disciplinary action, which may include termination.

III. ADMINISTRATION

A. Each individual is responsible for ensuring compliance with this

policy.

B. As needed to facilitate effective compliance, the Companys operating

divisions, functional organizations and corporate staff will assign responsibility for
administering this policy to Records Managers. The Records Managers will supervise the
implementation of the policy, maintain the Records Retention Schedules, manage active
records and transfer non-active records to off-site storage locations. (The attachment to
this policy lists the current Records Managers and their contact information.)

C. You should address questions regarding this policy and your

obligations under the policy to your supervisor, your Records Manager or the Law
Department.

IV. MANAGEMENT OF OFFSITE RECORDS

A. Records that are no longer in use on a regular basis, but must still be
maintained for the remainder of their Records Retention Period, may be sent offsite. The
Records Manager will arrange for records to be archived at an offsite storage facility on a
regular basis.

B. The Records Manager is responsible for sending records to and from

offsite storage and overseeing the disposal of offsite records for which the Records
Retention Period has expired.

V. ELECTRONIC MEDIA

A. E-mail should not be used for official record keeping purposes.

Unless subject to a Records Hold, e-mail messages will automatically be deleted from a
users mailbox after ninety (90) days.

E-mail records that need to be preserved for periods longer than ninety (90) days for
regulatory, legal, fiscal or business purposes should be saved in electronic storage media
approved by PBSG, such as CD-Roms, or printed out and preserved as paper records. If
you are required to retain e-mails pursuant to a Records Hold, the Law Department and
PBSG will advise you as to the appropriate storage media and process.

B. With direction from the Law Department, PBSG will ensure that
electronic records other than e-mail requiring long retention periods are archived in a
format that is capable of being processed to a transaction level of detail and that has long
life spans, such as magnetic media, CD, or other electronic storage media.

VI. TRAINING AND REVIEW

A. Employees will receive guidance on the records management policy

as necessary, including instruction and advice on the creation, retention and disposal of
records.

B. This policy and the Records Retention Schedules will be reviewed

periodically and amended as necessary to reflect any changes in laws, regulations or
business requirements.

VII. DEFINITIONS AND TERMS

A. The term Record includes, without limitation, documents and

electronically-stored information (including writings, drawings, graphs, charts,
photographs, sound recordings, images, and other data or data compilations stored in any
medium). For example, and without limitation, records may also include books,
ledgers, files, memoranda, letters, reports, worksheets, slides, other presentation
materials, calendars, appointment books, telephone logs, and T&E reports, whether in
hard copy or electronic format, and computerized data and programs, computer hardcopy
printouts, computer-related magnetic materials (e.g., word processing and personal
computer diskettes, magnetic tapes and cassettes), microfilm and microfiche,
telecommunicated material such as facsimile, and any other electronically-stored
information such as e-mail. Unless subject to a Records Hold, designated as records in
department files or related to the tax treatment of transactions, the following items are of
transitory usefulness and are not records: informal notes, scratch sheets, working notes,
drafts and the like.

B. Records Disposal is the process of regularly discarding and/or

destroying records that become obsolete from a business and legal standpoint and
therefore require no further retention. A record becomes obsolete if it has passed its
normal retention period as set forth in the Records Retention Schedule and is not required
to be maintained pursuant to a Records Hold or for legitimate business purposes.

C. A Record Retention Period is the length of time for which a record

must be retained pursuant to applicable law or in accordance with the Records Retention
Schedule.
 D. Records Retention Schedules are the schedules maintained by the
Records Managers for the operating divisions, functional and corporate staffs that set
forth the length of time that a record must be maintained. The Records Retention
Schedules list record types regularly kept by the businesses, organizations or functions
and describe their applicable retention periods. Revisions to the Records Retention
Schedules will occur as necessary to reflect changes in regulations or business
requirements.

E. A Records Hold is any period of time during which pertinent

records may not be disposed of even if they are no longer needed for legitimate business
purposes or the applicable Record Retention Period has expired. The circumstances
giving rise to a Records Hold are set forth in Section II-B, above.