exv4w2






Exhibit 4.2



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A
NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.






 









 








	 	 	 	 	 

	No. R-1

	 	 	$	 






CUSIP No. 713448BR8




PEPSICO, INC.




3.125% SENIOR NOTE DUE 2020



     PEPSICO, INC., a corporation in existence under the laws of the State of North Carolina
(herein called the “Company”, which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $        on November 1, 2020, and to pay interest
on said principal sum semi-annually on May 1 and November 1 of each year, commencing May 1, 2011,
at the rate of 3.125% per annum from October 26, 2010, or from the most recent date in respect of
which interest has been paid or duly provided for, until payment of the principal sum has been made
or duly provided for. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of business on the Record
Date for such Interest Payment Date, which shall be the April 15 or October 15 (whether or not a
New York Business Day) next preceding such Interest Payment Date. Any such interest that is payable
but is not so punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed and upon such notice as may be required by
such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more
fully provided in the Indenture.



     Payment of the principal of and interest on this Note will be made at the Place of Payment in
such coin or currency of the United States as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payments of interest may be made at the option of
the Company by checks mailed to the addresses of the Persons entitled thereto as such addresses
shall appear in the Security Register.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth at this place. Unless the certificate
of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



 









 




     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or
facsimile signature under its corporate seal or a facsimile thereof.




	 	 	 	 	 
	Dated:                             , 2010 	PEPSICO, INC.

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


[seal]



Attest:



 









 









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	The Bank of New York Mellon, 
     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



REVERSE OF NOTE



PEPSICO, INC.



3.125% SENIOR NOTE DUE 2020




     This Note is one of a duly authorized issue of debentures, notes or other evidences of
indebtedness of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of May 21, 2007 (herein called the “Indenture”), between
the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee, and the Holders of the Securities, the terms upon which the Securities
are, and are to be, authenticated and delivered, and the definition of capitalized terms used
herein and not otherwise defined herein. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may be denominated in
different currencies, may mature at different times, may bear interest (if any) at different rates
(which rates may be fixed or variable), may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase, or analogous funds (if any), may be subject to
different covenants and Events of Default, and may otherwise vary as provided in the Indenture.
This Note is one of a series of Securities of the Company designated as set forth on the face
hereof (herein called the “Notes”), initially limited in aggregate principal amount to
$1,000,000,000.



     The Notes shall be redeemable as a whole or in part, at the Company’s option at any time and
from time to time, at a Redemption Price equal to the greater of (i) 100% of the principal amount
of such Notes and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted
to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 10 basis points, plus in each case accrued and unpaid interest to
the date of redemption.



     Except as otherwise provided herein, redemption of the Notes shall be made in accordance with
the terms of Article 11 of the Indenture.



     “Comparable Treasury Issue” means the United States Treasury security or securities selected
by an Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
a comparable maturity to the remaining term of such Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.



 









 





     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



     “Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers
in the United States of America selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 3:30 p.m. New York time on the third New York Business Day preceding such
Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected by such amendment or modification. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.



     The Indenture contains provisions setting forth certain conditions to the institution of
proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
amount hereof may be declared due and payable or may be otherwise accelerated in the manner and
with the effect provided in the Indenture.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registerable in the Security Register, upon surrender of this Note for



 









 




registration of transfer at the office or agency of the Company in any Place of Payment duly
endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.




     The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration or transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to the presentment of this Note for registration of transfer, the Company, the Trustee,
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, nor any
such agent shall be affected by notice to the contrary.



     All terms used in this Note which are defined in the Indenture and are not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



                                                           
         
             
                   

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]




	 	 	 

	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 





[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]




the within Note and all rights thereunder, hereby irrevocably constituting and appointing
_________________________ attorney to transfer such Note on the books of the Issuer, with full
power of substitution in the premises.



Dated:                                         







 









 







NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular without alteration or enlargement or any change whatsoever.