EX-4.1






Exhibit 4.1




THIS AMENDED AND RESTATED AGENCY AGREEMENT is made on 5 August 2008




Between:





	(1)	 	PEPSICO, INC. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer);
	 
	(2)	 	THE BANK OF NEW YORK MELLON of One Canada Square, London E14 5AL (the Agent, which expression
shall include any successor agent appointed in accordance with Clause 21); and
	 
	(3)	 	THE BANK OF NEW YORK (LUXEMBOURG) S.A. of Aerogolf Center 1A Hoehenhof Senningerberg L-1736,
Luxembourg (together with the Agent, the Paying Agents, which expression shall include any
additional or successor paying agent appointed in accordance with Clause 21 and Paying Agent
shall mean any of the Paying Agents).





Whereas:



(A) The parties hereto entered into an amended and restated agency agreement dated 21 July 2006 as
amended by a supplemental agreement dated 31 July 2007 (the Agency Agreement) in respect of a
U.S.$2,500,000,000 Euro Medium Term Note Programme (the Programme) of the Issuer.



(B) The parties hereto have agreed to make certain modifications to the Agency Agreement.



(C) This Agreement amends and restates the Agency Agreement. Any Notes issued under the Programme
on or after the date hereof shall have the benefit of this Agreement.



It is hereby agreed as follows:



1. Definitions and interpretation



1.1 Terms and expressions defined in the Programme Agreement or the Notes or used in the applicable
Final Terms shall have the same meanings in this Agreement, except where the context requires
otherwise or unless otherwise stated.



1.2 Without prejudice to the foregoing:



CGN means a Temporary Global Note or a Permanent Global Note the applicable Final Terms of
which indicate that such Temporary Global Note or Permanent Global Note is not a New Global Note;



Clearstream, Luxembourg means Clearstream Banking, société anonyme;




 









 







Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on
or incorporated by reference into the Note or Notes constituting such Series, such terms and
conditions being in or substantially in the form set out in Schedule 1 or in such other form,
having regard to the terms of the Notes of the relevant Series, as may be agreed between the
Issuer, the Agent and the relevant Dealer(s) as modified and supplemented by the Final Terms
applicable to the Notes of the relevant Series;



Coupon means an interest coupon appertaining to a Definitive Note (other than a Zero Coupon
Note), such coupon being:





	(a)	 	if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in
Part IV A of Schedule 2 or in such other form, having regard to the terms of issue of the
Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant
Dealer(s); or






	(b)	 	if appertaining to a Floating Rate Note or an Indexed Interest Note, in the form or
substantially in the form set out in Part IV B of Schedule 2 or in such other form, having
regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the
Issuer, the Agent and the relevant Dealer(s); or






	(c)	 	if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a Floating Rate
Note nor an Indexed Interest Note, in such form as may be agreed between the Issuer, the Agent
and the relevant Dealer(s), and includes, where applicable, the Talon(s) appertaining thereto
and any replacements for Coupons and Talons issued pursuant to Condition 10;




Couponholders means the several persons who are for the time being holders of the Coupons and
shall, unless the context otherwise requires, include the holders of the Talons;



Deed of Covenant means the amended and restated deed poll dated the date of this Agreement,
substantially in the form set out in Schedule 3, executed as a deed by the Issuer in favour of
certain account holders with Euroclear and Clearstream, Luxembourg;



Definitive Note means a definitive Note issued or, as the case may require, to be issued by
the Issuer in accordance with the provisions of the Programme Agreement or any other agreement
between the Issuer and the relevant Dealer(s) in exchange for all or a part of either a Temporary
Global Note or a Permanent Global Note (all as indicated in the applicable Final Terms), such
definitive Note being in the form or substantially in the form set out in Part III of Schedule 2
with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant
Dealer(s) and having the Conditions endorsed thereon or, if permitted by the relevant Stock
Exchange, incorporating the Conditions by reference and having the applicable Final Terms (or the
relevant provisions thereof) either endorsed thereon or attached thereto and (except in the case of
a Zero Coupon Note) having Coupons and, where appropriate, Receipts and/or Talons attached thereto
on issue;




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Dual Currency Note means a Note in respect of which payments of principal and/or interest are
made or to be made in such different currencies, and at rates of exchange calculated upon such
basis or bases, as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable
Final Terms);



Distribution Compliance Period has the meaning given to such term in Regulation S under the
Securities Act;



euro means the currency established pursuant to the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the European Community (as amended from time to
time);



Euroclear means Euroclear Bank S.A./N.V.;



Eurosystem-eligible NGN means an NGN which is intended to be held in a manner which would
allow Eurosystem eligibility, as stated in the applicable Final Terms;



Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear
on a fixed date or dates in each year and on redemption or on such other dates as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms);



Floating Rate Note means a Note on which interest is calculated at a floating rate payable
one, two, three, six or twelve monthly or in respect of such other period or on such date(s) as may
be agreed between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final
Terms);



Global Note means a Temporary Global Note and/or a Permanent Global Note, as applicable;



Indexed Interest Note means a Note in respect of which the amount payable in respect of
interest is calculated by reference to an index and/or a formula as the Issuer and the relevant
Dealer(s) may agree (as indicated in the applicable Final Terms);



Indexed Note means an Indexed Interest Note and/or an Indexed Redemption Amount Note, as
applicable;



Indexed Redemption Amount Note means a Note in respect of which the amount payable in respect
of principal is calculated by reference to an index and/or a formula as the Issuer and the relevant
Dealer(s) may agree (as indicated in the applicable Final Terms);



Interest Commencement Date means, in the case of interest-bearing Notes, the date specified in
the applicable Final Terms from (and including) which such Notes bear interest, which may or may
not be the Issue Date;



Issue Date means the date of issue and purchase of a Note, in each case pursuant to and in
accordance with the Programme Agreement or any other agreement between the Issuer and the relevant
Dealer(s), being in the case of any Permanent Global Note issued in exchange for a Temporary Global
Note or any Definitive Note, the same




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date as the date of issue of the Temporary Global Note which initially represented such Note;



Issue Price means the price, generally expressed as a percentage of the nominal amount of the
Notes, at which the Notes will be issued;



Maturity Date means, in relation to a Note, the date on which it is expressed to be
redeemable;



NGN or New Global Note means a Temporary Global Note or a Permanent Global Note the applicable
Final Terms of which indicate that such Temporary Global Note or Permanent Global Note is a New
Global Note;



Note means a note denominated in Australian Dollars, Canadian Dollars, Czech Crowns, Danish
Kroner, euros, Hong Kong Dollars, Japanese Yen, New Zealand Dollars, both African rand, Sterling,
Swedish Kronor, Swiss Francs, U.S. Dollars or such other currency or currencies as may be agreed
between the Issuer and the relevant Dealer(s) issued or to be issued by the Issuer pursuant to the
Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s) and which
shall initially be represented by, and comprised in, either (i) a Temporary Global Note which may
(in accordance with the terms of such Temporary Global Note) be exchanged for either Definitive
Notes or a Permanent Global Note which Permanent Global Note may (in accordance with the terms of
such Permanent Global Note) in turn be exchanged for Definitive Notes (all as indicated in the
applicable Final Terms) or (ii) if so indicated in the applicable Final Terms, a Permanent Global
Note exchangeable for Definitive Notes, and includes any replacements for a Note issued pursuant to
Condition 10 and, where applicable, the Receipts relating thereto;



Noteholders means the several persons who are for the time being holders of the Notes save
that, in respect of the Notes of any Series, for so long as such Notes or any part thereof are
represented by a Global Note held on behalf of Euroclear and/or of Clearstream, Luxembourg, each
person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the
records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes of such Series (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any
person shall be conclusive and binding for all purposes save in the case of manifest error) shall
be treated by the Issuer, the Agent and any other Paying Agent as the holder of such nominal amount
of such Notes for all purposes other than with respect to the payment of principal or interest on
such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the
Issuer, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes in
accordance with and subject to the terms of the relevant Global Note and the expressions
Noteholder, holder of Notes and related expressions shall be construed accordingly;



outstanding means, in relation to the Notes, all the Notes issued other than (a) those which
have been redeemed in full in accordance with the Conditions, (b) those in respect of which the
date for redemption in accordance with the Conditions has occurred and the redemption moneys
wherefor (including all interest (if any) accrued


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thereon to the date for such redemption and any interest (if any) payable under the Conditions
after such date) have been duly paid to the Agent as provided herein (and, where appropriate,
notice has been given to the Noteholders of the relevant Series in accordance with Condition 13)
and remain available for payment against presentation of Notes, (c) those which have become void
under Condition 8, (d) those which have been purchased and cancelled as provided in Condition 6,
(e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes
pursuant to Condition 10, (f) (for the purpose only of determining how many Notes are outstanding
and without prejudice to their status for any other purpose) those Notes alleged to have been lost,
stolen or destroyed and in respect of which replacement Notes have been issued pursuant to
Condition 10, (g) Temporary Global Notes to the extent that they shall have been duly exchanged for
Permanent Global Notes and/or Definitive Notes and Permanent Global Notes to the extent that they
shall have been duly exchanged for Definitive Notes, in each case pursuant to their respective
provisions and (h) Temporary Global Notes and Permanent Global Notes which have become void in
accordance with their terms (provided that at the Relevant Time (as defined in the Deed of
Covenant) the Underlying Notes (as defined in the Deed of Covenant) will be deemed to be still
outstanding)



and,



provided that for each of the following purposes, namely:





	(a)	 	the right to attend and vote at any meeting of the Noteholders or any of them; and






	(b)	 	the determination of how many and which Notes are for the time being outstanding for the
purposes of paragraphs 2, 5, 6 and 9 of Schedule 4,






those Notes (if any) which are for the time being held by any person (including but not limited to
the Issuer or any Subsidiary) for the benefit of the Issuer or any Subsidiary shall (unless and
until ceasing to be so held) be deemed not to be outstanding;



Permanent Global Note means a global note in the form or substantially in the form set out in
Part II of Schedule 2 together with the copy of the applicable Final Terms attached thereto with
such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant
Dealer(s), comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to
the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s) and:





	(a)	 	issued in exchange for the whole or part of any Temporary Global Note issued initially in
respect of such Notes; or






	(b)	 	in the case of Notes that meet the requirements of U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(iii) or in the case of Notes with a maturity (at issue) of 183 days or
less (including unilateral extensions and rollovers), issued initially in respect of such
Notes;




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Programme Agreement means the programme agreement of even date herewith as amended,
supplemented or restated from time to time between the Issuer and the Dealer(s) relating to the
Programme;



Receipt means a receipt attached on issue to a Definitive Note redeemable in instalments for
the payment of an instalment of principal, such receipt being in the form or substantially in the
form set out in Part V of Schedule 2 or in such other form as may be agreed between the Issuer, the
Agent and the relevant Dealer(s) and includes any replacements for Receipts issued pursuant to
Condition 10;



Receiptholders means the several persons who are for the time being holders of the Receipts;



Series means a Tranche of the Notes together with any further Tranche or Tranches of the Notes
which are (i) expressed to be consolidated and form a single series and (ii) are identical in all
respects (including as to listing) except for their respective Issue Dates, Interest Commencement
Dates and/or Issue Prices and the expressions Notes of the relevant Series and holders of Notes of
the relevant Series and related expressions shall be construed accordingly;



Subsidiary means any company which is for the time being a subsidiary or a subsidiary
undertaking (within the meaning of Sections 736 and 258 respectively of the Companies Act 1985 of
Great Britain) of the Issuer;



Talons means the talons (if any) appertaining to, and exchangeable in accordance with the
provisions therein contained for further Coupons appertaining to, a Definitive Note (other than a
Zero Coupon Note), such talons being in the form or substantially in the form set out in Part VI of
Schedule 2 or in such other form as may be agreed between the Issuer, the Agent and the relevant
Dealer(s) and includes any replacements for Talons issued pursuant to Condition 10;



Temporary Global Note means a global note in the form or substantially in the form set out in
Part I of Schedule 2 together with the copy of the applicable Final Terms attached thereto with
such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant
Dealer(s), comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to
the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s);



Tranche means all Notes which are identical in all respects (including as to listing); and



Zero Coupon Note means a Note on which no interest is payable.



1.3 Words denoting the singular number only shall include the plural number also and vice versa;
words denoting one gender only shall include the other gender; and words denoting persons only
shall include firms and corporations and vice versa.



1.4 All references in this Agreement to costs or charges or expenses shall include any value added
tax or similar tax charged or chargeable in respect thereof.




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1.5 For the purposes of this Agreement, the Notes of each Series shall form a separate series of
Notes and the provisions of this Agreement shall apply mutatis mutandis separately and
independently to the Notes of each Series and in this Agreement the expressions Notes, Noteholders,
Receipts, Receiptholders, Coupons, Couponholders and Talons shall be construed accordingly.



1.6 All references in this Agreement to principal and/or interest or both in respect of the Notes
or to any moneys payable by the Issuer under this Agreement shall have the meaning set out in
Condition 5.



1.7 All references in this Agreement to the “relevant currency” shall be construed as references to
the currency in which the relevant Notes and/or Coupons are denominated (or payable in the case of
Dual Currency Notes).



1.8 In this Agreement, Clause headings are inserted for convenience and ease of reference only and
shall not affect the interpretation of this Agreement. All references in this Agreement to the
provisions of any statute shall be deemed to be references to that statute as from time to time
modified, extended, amended or re-enacted or to any statutory instrument, order or regulation made
thereunder or under such re-enactment.



1.9 All references in this Agreement to an agreement, instrument or other document (including,
without limitation, this Agreement, the Programme Agreement, the Deed of Covenant, the Notes and
any Conditions appertaining thereto) shall be construed as a reference to that agreement,
instrument or document as the same may be amended, modified, varied or supplemented from time to
time.



1.10 Any references herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context
so permits, be deemed to include a reference to any additional or alternative clearance system
approved by the Issuer and the Agent.



1.11 Unless the contrary intention appears, all references in this Agreement to the records of
Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and
Clearstream, Luxembourg holds for its customers, which reflect the amount of such customer’s
interest in the Notes.



2. Appointment of agent and paying agents



2.1 The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuer, upon
the terms and subject to the conditions set out below, for the purposes of, inter alia:





	(a)	 	completing, authenticating and delivering Global Notes and (if required) completing,
authenticating and delivering Definitive Notes;






	(b)	 	giving effectuation instructions in respect of each Global Note which is a
Eurosystem-eligible NGN;






	(c)	 	exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case
may be, in accordance with the terms of such Temporary Global Notes;




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	(d)	 	exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such
Permanent Global Notes;






	(e)	 	paying sums due on Global Notes and Definitive Notes, and Coupons and instructing Euroclear
and Clearstream, Luxembourg to make appropriate entries in respect of all Global Notes which
are NGNs;







	(f)	 	exchanging Talons for Coupons in accordance with the Conditions;





	(g)	 	determining the end of the Distribution Compliance Period applicable to each Tranche;








	(h)	 	unless otherwise specified in the applicable Final Terms, determining the interest and/or
other amounts payable in respect of the Notes in accordance with the Conditions;






	(i)	 	arranging on behalf of the Issuer for notices to be communicated to the Noteholders;







	(j)	 	preparing and sending monthly reports to the Bank of England and the Ministry of Finance of
Japan and ensuring that, as directed by the Issuer, all necessary action is taken to comply
with any reporting requirements of any competent authority in respect of any relevant currency
as may be in force from time to time with respect to the Notes to be issued under the
Programme;






	(k)	 	subject to the Procedures Memorandum, submitting to the relevant Stock Exchange such number
of copies of each Final Terms which relates to Notes which are to be listed as it may
reasonably require;






	(l)	 	receipt of certification required pursuant to United States Treasury Regulation
1.163-5(c)(2)(i)(D)(3) and the prompt onward delivery to the Issuer; and






	(m)	 	performing all other obligations and duties imposed upon it by the Conditions and this
Agreement.




2.2 Each Paying Agent is hereby appointed as paying agent of the Issuer, upon the terms and subject
to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons
and of performing all other obligations and duties imposed upon it by the Conditions and this
Agreement.



2.3 In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises and
instructs the Agent to elect Euroclear or Clearstream, Luxembourg as common safekeeper. From time
to time, the Issuer and the Agent may agree to vary this election. The Issuer acknowledges that
any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly
determine that the other shall act as common safekeeper in relation to any such issue and agrees
that no liability shall attach to the Agent in respect of any such election made by it.



2.4 The Notes (including all Temporary Global Notes, Permanent Global Notes and Definitive Notes
and any Receipts, Coupons and Talons) will bear the following



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legend: “Any United States person who holds this obligation will be subject to limitations under
the United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.” The sections referred to in this legend provide that, with
exceptions, a United States person will not be permitted to deduct any loss, and will not be
eligible for capital gain treatment with respect to any gain realized on the sale, exchange or
redemption of that Note. The following legend will appear on all Notes that have maturity (at
issue) of 183 days or less including unilateral extensions and rollovers: “By accepting this
obligation, the holder represents and warrants that it is not a United States person (other than an
exempt recipient described in section 6049(b)(4) of the Internal Revenue Code, and regulations
thereunder) and that it is not acting for or on behalf of a United States person (other than an
exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations
thereunder).”




3. Issue of Global Notes



3.1 Subject to Clause 3.4, following receipt of (i) in the case of an issue not subscribed pursuant
to a Subscription Agreement, a faxed copy of the Final Terms signed by the Issuer or (ii) in the
case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the
Subscription Agreement, the Issuer hereby authorises the Agent and the Agent hereby agrees to take
the steps required of the Agent in the Procedures Memorandum.



3.2 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified
in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a
Temporary Global Note will initially represent the Tranche of Notes:





	(a)	 	prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy
of the applicable master Temporary Global Note and ensure that such Temporary Global Note
bears the legend or legends required under Clause 2.4;





(b) authenticate such Temporary Global Note;





	(c)	 	deliver such Temporary Global Note to the specified common depositary (if the Temporary
Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is an NGN)
of Euroclear and/or Clearstream, Luxembourg and, in the case of a Temporary Global Note which
is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against
receipt from the common depositary or common safekeeper, as appropriate, of confirmation that
such common depositary or common safekeeper, as appropriate, is holding the Temporary Global
Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;






	(d)	 	if the Temporary Global Note is a CGN, instruct Euroclear or Clearstream, Luxembourg or both
of them (as the case may be), unless otherwise agreed in writing between the Agent and the
Issuer, (i) in the case of an issue of Notes not subscribed pursuant to a Subscription
Agreement, to credit the Notes represented by such Temporary Global Note to the Agent’s
distribution




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	 	 	account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to
hold the Notes represented by such Temporary Global Note to the Issuer’s order;






	(e)	 	if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to
make the appropriate entries in their records to reflect the initial outstanding aggregate
principal amount of the relevant Tranche of Notes; and






	(f)	 	ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and
Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of
any other Tranche of the same Series until the occurrence of (i) the exchange of interests in
the Temporary Global Note for interests in the Permanent Global Note or definitive Notes and
(ii) certification of non-U.S. beneficial ownership.




3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified
in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a
Permanent Global Note will initially represent the Notes on issue:





	(a)	 	in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent
Global Note by attaching a copy of the applicable Final Terms to a copy of the master
Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends
required under Clause 2.4;






	(b)	 	in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global
Note;






	(c)	 	in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note
if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf
of Euroclear and/or Clearstream, Luxembourg;






	(d)	 	in any other case by attaching a copy of the applicable Final Terms to the Permanent Global
Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or
legends required under Clause 2.4);






	(e)	 	if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to
make the appropriate entries in their records to reflect the initial outstanding aggregate
principal amount of the relevant Tranche of Notes;






	(f)	 	in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms
to the specified common depositary or common safekeeper, as the case may be, for attachment to
the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all
appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the
increase in its nominal amount or, in the case where the Permanent Global Note is an NGN,
instruct Euroclear and Clearstream, Luxembourg to




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	 	 	make the appropriate entries in their records to reflect the increased outstanding
aggregate principal amount of the relevant Series; and






	(g)	 	ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and
Clearstream, Luxembourg which are different from the common code and ISIN assigned to the
Notes of any other Tranche of the same Series until expiry of the Distribution Compliance
Period in respect of such Tranche.







	3.4 	The Agent shall only be required to perform its obligations under Clause 3.1 if it holds:







	(a)	 	a master Temporary Global Note for Sterling denominated Notes and a master Temporary Global
Note for non-Sterling denominated Notes, each duly executed by a person or persons authorised
to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of
preparing a Temporary Global Note in accordance with Clause 3.2(a); and






	(b)	 	a master Permanent Global Note for Sterling denominated Notes and a master Permanent Global
for non-Sterling denominated Notes, each duly executed by a person or persons authorised to
execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of
preparing a Permanent Global Note in accordance with Clause 4.




4. Determination of exchange date, issue of permanent global notes and definitive
notes in exchange for temporary global notes and determination of end of restricted period





	4.1 	(a) The Agent shall determine the Exchange Date for each Temporary Global Note in accordance
with the terms thereof. Forthwith upon determining the Exchange Date in respect of any
Tranche, the Agent shall notify such determination to the Issuer, the relevant Dealer,
Euroclear and Clearstream, Luxembourg.






	(b)	 	The Agent shall deliver a Permanent Global Note or Definitive Notes, as the case may be, in
accordance with the terms of the Temporary Global Note (which terms will include obtaining
certification required for U.S. tax purposes pursuant to U.S. Treasury Regulation Section
1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S.
Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers)). Where a Temporary
Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on
behalf of the Issuer:






	 	(i)	 	in the case of the first Tranche of any Series of Notes, to
prepare and complete a Permanent Global Note in accordance with the terms of the
Temporary Global Note applicable to such Tranche by attaching a copy of the
applicable Final Terms to a copy of the applicable master Permanent Global Note
and ensure that such Permanent Global Note bears the legend or legends required
under Clause 2.4;




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	 	(ii)	 	in the case of the first Tranche of any Series of Notes, to
authenticate such Permanent Global Note;
	 
	 	(iii)	 	in the case of the first Tranche of any Series of Notes, to
deliver such Permanent Global Note, if the applicable Final Terms indicate that
this Global Note is not a New Global Note, to the common depositary which is
holding the Temporary Global Note applicable to such Tranche for the time being
on behalf of Euroclear and/or Clearstream, Luxembourg either in exchange for
such Temporary Global Note or, in the case of a partial exchange, to enter
details of such partial exchange of the Temporary Global Note in the relevant
spaces in Schedule Two of both the Temporary Global Note and the Permanent
Global Note, or, if the applicable Final Terms indicate that this Global Note is
a New Global Note, to deliver to the common safekeeper; and
	 
	 	(iv)	 	in any other case, by attaching a copy of the applicable Final
Terms to the Permanent Global Note applicable to the relevant Series and
entering details of any exchange in whole or part as aforesaid. Such Permanent
Global Note must bear the legend or legends required under Clause 2.4.






	4.2 	(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will
determine the end of the Distribution Compliance Period in respect of such Tranche as being
the fortieth day following the date certified by the relevant Dealer to the Agent as being the
date as of which distribution of the Notes of that Tranche was completed.






	(b)	 	In the case of a Tranche in respect of which there is more than one Dealer but is not issued
on a syndicated basis, the Agent will determine the end of the Distribution Compliance Period
in respect of such Tranche as being the fortieth day following the latest of the dates
certified by all the relevant Dealers to the Agent as being the respective dates as of which
distribution of the Notes of that Tranche purchased by each such Dealer was completed.






	(c)	 	In the case of a Tranche issued on a syndicated basis, the Agent will determine the end of
the Distribution Compliance Period in respect of such Tranche as being the fortieth day
following the date certified by the Lead Manager to the Agent as being the date as of which
distribution of the Notes of that Tranche was completed.






	(d)	 	Forthwith upon determining the end of the Distribution Compliance Period in respect of any
Tranche, the Agent shall notify such determination to the Issuer, Euroclear, Clearstream,
Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead
Manager (in the case of a syndicated issue).





5. Issue of definitive notes



5.1 Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Temporary
Global Note or a Permanent Global Note, as the case may be,




Page 12









 







the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the
relevant Global Note (which terms will include, in the case of definitive notes issued in exchange
for interests in a Temporary Global Note, obtaining certification for U.S. tax purposes pursuant to
U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the
requirements of U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a
maturity (at issue) of 183 days or less (including unilateral extensions and rollovers)). For this
purpose the Agent is hereby authorised on behalf of the Issuer:





	(a)	 	to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement;
and






	(b)	 	to deliver such Definitive Note(s) to, or to the order of, Euroclear and/or Clearstream,
Luxembourg either in exchange for such Global Notes or, in the case of a partial exchange of a
Temporary Global Note, on entering details of any partial exchange of the Temporary Global
Note in the relevant space in Schedule Two of such Temporary Global Note.




All Definitive Notes must bear the legend or legends required under Clause 2.4.



The Agent shall notify the Issuer forthwith upon receipt of a request for issue of a Definitive
Note or Definitive Notes in accordance with the provisions of a Temporary Global Note or Permanent
Global Note, as the case may be, and the aggregate nominal amount of such Temporary Global Note or
Permanent Global Note, as the case may be, to be exchanged in connection therewith.



5.2 The Issuer undertakes to deliver to, or to the order of, the Agent sufficient numbers of
executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the
Agent to comply with its obligations under this Clause.




6. Terms of issue



6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Notes
delivered to it, or to its order and held by it or at its order under this Agreement to be
maintained in safe custody and shall ensure that such Notes are issued only in accordance with the
provisions of this Agreement and the relevant Global Note and Conditions.



6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Clause 3
the Agent is entitled to treat a telephone, telex or facsimile communication from a person
purporting to be (and who the Agent believes in good faith to be) the authorised representative of
the Issuer named in the list referred to in, or notified pursuant to, Clause 19.7 as sufficient
instructions and authority of the Issuer for the Agent to act in accordance with Clause 3.1.



6.3 In the event that a person who has signed on behalf of the Issuer any Note not yet issued but
held by the Agent in accordance with Clause 3.1 ceases to be authorised as described in Clause
19.7, the Agent shall (unless the Issuer gives notice to the Agent that Notes signed by that person
do not constitute valid and binding obligations of the Issuer or otherwise until replacements have
been provided to the


Page 13









 






Agent) continue to have authority to issue any such Notes, and the Issuer hereby warrants to the
Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the
Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Agent with
replacement Notes and upon receipt of such replacement Notes the Agent shall cancel and destroy the
Notes held by it which are signed by such person and shall provide to the Issuer a confirmation of
destruction in respect thereof specifying the Notes so cancelled and destroyed.



6.4 If the Agent pays an amount (the Advance) to the Issuer on the basis that a payment (the
Payment) has been, or will be, received from a Dealer and if the Payment is not received by the
Agent on the date the Agent pays the Issuer, the Issuer shall repay to the Agent the Advance and
shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the
date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by
the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the
Advance provided that evidence of the basis of such rate is given to the Issuer).



6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in
respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer
does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and,
as a result, the Defaulted Note remains in the Agent’s distribution account with Euroclear and/or
Clearstream, Luxembourg after such Issue Date, the Agent will continue to hold the Defaulted Note
to the order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the
Dealer to pay the full purchase price due from it in respect of any Defaulted Note and,
subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase
price in respect of such Defaulted Note.




7. Payments



7.1 Subject to the final paragraph of Condition 5(b), no payment on any Note or Coupon will be made
at the corporate trust office of a Paying Agent or any other agency maintained by the Issuer in the
United States nor will any payment be made by any transfer to an account in, or by mail to an
address in, the United States except as may be permitted by U.S. tax law in effect at the time of
such payment without detriment to the Issuer in the opinion of the Issuer.



If such payment may be made the Issuer will notify the Agent accordingly.



The Issuer will, before 10 a.m. (local time in the relevant financial centre of the payment), on
each date on which any payment in respect of any Note becomes due, transfer to an account specified
by the Agent such amount in the relevant currency as shall be sufficient for the purposes of such
payment in funds settled through such payment system as the Agent and the Issuer may agree.



7.2 The Issuer will ensure that no later than 10.00 a.m. (London time) on the second Business Day
(as defined below) immediately preceding the date on which any payment is to be made to the Agent
pursuant to Clause 7.1, the Agent shall receive from the paying bank of the Issuer a payment
confirmation in the form of a


Page 14









 






tested telex or authenticated SWIFT MT100 message or other form acceptable to the Agent. For the
purposes of this Clause Business Day means a day which is both:





	(a)	 	a day on which commercial banks and foreign exchange markets settle payments in London and
any other place specified in the applicable Final Terms as an Additional Business Centre; and






	(b)	 	either (i) in relation to a payment to be made in a Specified Currency other than euro, a day
on which commercial banks and foreign exchange markets settle payments in the principal
financial centre of the country of the relevant Specified Currency (if other than London) and
which if the Specified Currency is Australian Dollars or New Zealand Dollars, shall be Sydney
and Auckland respectively or (ii) in relation to a payment to be made in euro, is a Target
Settlement Day. Target Settlement Day means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer TARGET2 System is open. In this agreement “TARGET2
System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment
system which utilises a single shared platform and which was launched on 19 November 2007
(TARGET2), or any successor to such system.






	7.3 	(a) The Agent shall ensure that no payments in respect of a Temporary Global Note will be
made if certification of non-U.S. beneficial ownership as required by U.S. securities laws and
U.S. Treasury regulations (in the form set out in the Temporary Global Note) has not been
received from Euroclear and/or Clearstream, Luxembourg in accordance with the terms thereof
and forwarded to the Issuer.






	(b)	 	In the case of any Permanent Global Note that is issued initially in respect of any Notes
(other than Notes with a maturity (at issue) of 183 days or less (including unilateral
extensions and rollovers)), the Agent shall ensure that no payments in respect of a Permanent
Global Note will be made if the requirements of U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(iii) are not met.




7.4 Subject to the receipt by the Agent of the payment confirmation as provided in Clause 7.2
above, the Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in
respect of the Notes on behalf of the Issuer in the manner provided in the Conditions. If any
payment provided for in Clause 7.1 is made late but otherwise in accordance with the provisions of
this Agreement, the Agent and each Paying Agent shall nevertheless make payments in respect of the
Notes as aforesaid following receipt by it of such payment.



7.5 If for any reason the Agent considers in its sole discretion that the amounts to be received by
the Agent pursuant to Clause 7.1 will be, or the amounts actually received by it pursuant thereto
are, insufficient to satisfy all claims in respect of all payments then falling due in respect of
the Notes, neither the Agent nor any Paying Agent shall be obliged to pay any such claims until the
Agent has received the full amount of all such payments.




Page 15









 







7.6 Without prejudice to Clauses 7.4 and 7.5, if the Agent pays any amounts to the holders of
Notes, Receipts or Coupons or to any Paying Agent at a time when it has not received payment in
full in respect of the relevant Notes in accordance with Clause 7.1 (the excess of the amounts so
paid over the amounts so received being the Shortfall), the Issuer will, in addition to paying
amounts due under Clause 7.1, pay to the Agent on demand interest (at a rate which represents the
Agent’s cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until
the receipt in full by the Agent of the Shortfall.



7.7 The Agent shall on demand promptly reimburse each Paying Agent for payments in respect of Notes
properly made by such Paying Agent in accordance with this Agreement and the Conditions unless the
Agent has notified the Paying Agent, prior to the opening of business in the location of the office
of the Paying Agent through which payment in respect of the Notes can be made on the due date of
payment in respect of the Notes, that the Agent does not expect to receive sufficient funds to make
payment of all amounts falling due in respect of such Notes.



7.8 Whilst any Notes are represented by Global Notes, all payments due in respect of such Notes
shall be made to, or to the order of, the holder of the Global Notes, subject to and in accordance
with the provisions of the Global Notes. On the occasion of any such payment, (i) in the case of an
CGN, the Paying Agent to which the Global Note was presented for the purpose of making such payment
shall cause the appropriate Schedule to the relevant Global Note to be annotated so as to evidence
the amounts and dates of such payments of principal and/or interest as applicable or (ii) in the
case of any Global Note which is an NGN, the Agent shall instruct Euroclear and Clearstream,
Luxembourg to make appropriate entries in their records to reflect such payment.



7.9 If the amount of principal and/or interest then due for payment is not paid in full (otherwise
than by reason of a deduction required by law to be made therefrom), (i) the Paying Agent to which
a Note is presented for the purpose of making such payment shall, unless the Note is an NGN, make a
record of such Shortfall on the Note and such record shall, in the absence of manifest error, be
prima facie evidence that the payment in question has not to that extent been made or (ii) in the
case of any Global Note which is an NGN, the Agent shall instruct Euroclear and Clearstream,
Luxembourg to make appropriate entries in their records to reflect such Shortfall in payment.



8. Determinations and notifications in respect of notes and interest
determination





	8.1	 	Determinations and Notifications






	(a)	 	The Agent shall make all such determinations and calculations (howsoever described) as it is
required to do under the Conditions, all subject to and in accordance with the Conditions.






	(b)	 	The Agent shall not be responsible to the Issuer or to any third party (except in the event
of negligence, default or bad faith of the Agent, as the case may be)




Page 16









 












	 	 	as a result of the Agent having acted on any quotation given by any Reference Bank which
subsequently may be found to be incorrect.






	(c)	 	The Agent shall promptly notify (and confirm in writing to) the Issuer, the other Paying
Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock
Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and
all other amounts, rates and dates which it is obliged to determine or calculate under the
Conditions as soon as practicable after the determination thereof and of any subsequent
amendment thereto pursuant to the Conditions.






	(d)	 	The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and
Interest Payment Date and all other amounts, rates and dates which it is obliged to determine
or calculate under the Conditions to be published as required in accordance with the
Conditions as soon as possible after their determination or calculation.






	(e)	 	If the Agent does not at any material time for any reason determine and/or calculate and/or
publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any
Interest Period or any other amount, rate or date as provided in this Clause, it shall
forthwith notify the Issuer and the Paying Agents of such fact.






	(f)	 	Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual
Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms
in the manner specified in the applicable Final Terms. Unless otherwise agreed between the
Issuer and the relevant Dealer, such determinations shall be made on the basis of a
Calculation Agency Agreement substantially in the form of the Appendix to this Agreement.





8.2 Interest Determination, Screen Rate Determination including Fallback Provisions





	(a)	 	Where Screen Rate Determination is specified in the applicable Final Terms as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period
will, subject as provided below, be either:






	 	(i)	 	the offered quotation; or
	 
	 	(ii)	 	the arithmetic mean (rounded if necessary to the fourth decimal
place, with 0.00005 being rounded upwards) of the offered quotations (expressed
as a percentage rate per annum) for the Reference Rate which appears or appear,
as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time)
on the Interest Determination Date in question plus or minus (as indicated in
the applicable Final Terms) the Margin (if any), all as determined by the Agent.
If five or more such offered quotations are available on the Relevant Screen
page, the highest (or, if there is more than one such highest quotation, one
only of such quotations) and the lowest (or, if there is more than




Page 17









 






	 	 	 	one such lowest quotation, one only of such quotations) shall be disregarded by
the Agent for the purpose of determining the arithmetic mean (rounded as provided
above) of such offered quotations.






	(b)	 	If the Relevant Screen Page is not available or, if in the case of (a)(i) above, no such
offered quotation appears or, in the case of (a)(ii) above, fewer than three such offered
quotations appear, in each case as at the time specified in the preceding paragraphs the Agent
shall request the principal London office of each of the Reference Banks (as defined below) to
provide the Agent with its offered quotation (expressed as a percentage rate per annum) for
the Reference Rate at approximately 11.00 a.m. (London time) on the Interest Determination
Date in question. If two or more of the Reference Banks provide the Agent with such offered
quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean
(rounded if necessary to the fourth decimal place with 0.00005 being rounded upwards) of such
offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by
the Agent.






	(c)	 	If on any Interest Determination Date one only or none of the Reference Banks provides the
Agent with such offered quotations as provided in the preceding paragraph, the Rate of
Interest for the relevant Interest Period shall be the rate per annum which the Agent
determines as being the arithmetic mean (rounded if necessary to the fourth decimal place,
with 0.00005 being rounded upwards) of the rates, as communicated to (and at the request of)
the Agent by the Reference Banks or any two or more of them, at which such banks were offered,
at approximately 11.00 a.m. (London time) on the relevant Interest Determination Date,
deposits in the Specified Currency for a period equal to that which would have been used for
the Reference Rate by leading banks in the London inter-bank market plus or minus (as
appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the
Agent with such offered rates, the offered rate for deposits in the Specified Currency for a
period equal to that-which would have been used for the Reference Rate, or the arithmetic mean
(rounded as provided above) of the offered rates for deposits in the Specified Currency for a
period equal to that which would have been used for the Reference Rate, at which, at
approximately 11.00 a.m. (London time) on the relevant Interest Determination Date, any one or
more banks (which bank or banks is or are in the opinion of the Issuer suitable for such
purpose) informs the Agent it is quoting to leading banks in the London inter-bank market plus
or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot
be determined in accordance with the foregoing provisions of this paragraph, the Rate of
Interest shall be determined as at the last preceding Interest Determination Date (though
substituting, where a different Margin is to be applied to the relevant Interest Period from
that which applied to the last preceding Interest Period, the Margin relating to the relevant
Interest Period, in place of the Margin relating to that last preceding Interest Period).






	(d)	 	Reference Banks means, in the case of (a)(i) above, those banks whose offered rates were used
to determine such quotation when such quotation last




Page 18









 












	 	 	appeared on the Relevant Screen Page and, in the case of (a)(ii) above, those banks whose
offered quotations last appeared on the Relevant Screen Page when no fewer than three such
offered quotations appeared.






	(e)	 	If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Final Terms as being other than the London inter-bank offered rate, the Rate of
Interest in respect of such Notes will be determined as provided in the applicable Final
Terms.





9. Notice of any withholding or deduction



If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on
account of taxes, duties, assessments or governmental charges as specifically contemplated under
the Conditions, the Issuer shall give notice thereof to the Agent as soon as practicable after it
becomes aware of the requirement to make such withholding or deduction and shall give to the Agent
such information as it shall reasonably require to enable it to comply with such requirement.




10. Duties of the agent in connection with early redemption



10.1 If the Issuer decides to redeem any Notes for the time being outstanding prior to their
Maturity Date in accordance with the Conditions, the Issuer shall give notice of such decision to
the Agent not less than 15 days before the date on which the Issuer will give notice to the
Noteholders in accordance with the Conditions of such redemption in order to enable the Agent to
undertake its obligations herein and in the Conditions.



10.2 If some only of the Notes are to be redeemed on such date, the Agent shall make the required
drawing in accordance with the Conditions but shall give the Issuer reasonable notice of the time
and place, proposed for such drawing and the Issuer shall be entitled to send representatives to
attend such drawing.



10.3 The Agent shall publish the notice required in connection with any such redemption and shall
at the same time also publish a separate list of the serial numbers of any Notes previously drawn
and not presented for redemption. Such notice shall specify the date fixed for redemption, the
redemption amount, the manner in which redemption will be effected and, in the case of a partial
redemption, the serial numbers of the Notes to be redeemed. Such notice will be published in
accordance with the Conditions. The Agent will also notify the other Paying Agents of any date
fixed for redemption of any Notes.



10.4 Each Paying Agent will keep a stock of notices (each a Put Notice) in the form set out in
Schedule 5 and will make such notices available on demand to holders of Notes, the Conditions of
which provide for redemption at the option of Noteholders. Upon receipt of any Note deposited in
the exercise of such option in accordance with the Conditions, the Paying Agent with which such
Note is deposited shall hold such Note (together with any Receipts, Coupons and Talons relating to
it deposited with it) on behalf of the depositing Noteholder (but shall not, save as provided
below, release it) until the due date for redemption of the relevant Note consequent upon the
exercise of such option, when, subject as provided below, it shall


Page 19









 






present such Note (and any such Receipts, Coupons and Talons) to itself for payment of the amount
due thereon together with any interest due on such date in accordance with the Conditions and shall
pay such moneys in accordance with the directions of the Noteholder contained in the Put Notice.
If, prior to such due date for its redemption such Note becomes immediately due and payable or if
upon due presentation payment of such redemption moneys is improperly withheld or refused, the
Paying Agent concerned shall post such Note (together with any such Receipts, Coupons and Talons)
by uninsured post to, and at the risk of, the relevant Noteholder unless the Noteholder has
otherwise requested and paid the costs of such insurance to the relevant Paying Agent at the time
of depositing the Notes at such address as may have been given by the Noteholder in the Put Notice.
At the end of each period for the exercise of such option, each Paying Agent shall promptly notify
the Agent of the principal amount of the Notes in respect of which such option has been exercised
with it together with their serial numbers and the Agent shall promptly notify such details to the
Issuer.




11. Receipt and publication of notices



11.1 Forthwith upon the receipt by the Agent of a demand or notice from any Noteholder in
accordance with the Conditions the Agent shall forward a copy thereof to the Issuer.



11.2 On behalf of and at the request and expense of the Issuer, the Agent shall cause to be
published all notices required to be given by the Issuer to the Noteholders in accordance with the
Conditions.



12. Cancellation of notes, receipts, coupons and talons



12.1 All Notes which are redeemed, all Receipts or Coupons which are paid and all Talons which are
exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, paid or
exchanged. The Issuer shall immediately notify the Agent in writing of all Notes which are
purchased by the Issuer or any Subsidiary. In addition, all Notes which are purchased by or on
behalf of the Issuer or any Subsidiary and are surrendered to a Paying Agent for cancellation,
together (in the case of Definitive Notes) with all unmatured Receipts, Coupons or Talons (if any)
attached thereto or surrendered therewith, shall be cancelled by the Paying Agent to which they are
surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made
by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to or to the order of the
Agent.





	12.2	 	A certificate stating:






	(a)	 	the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid
in respect thereof;






	(b)	 	the number of Notes cancelled together (in the case of Notes in definitive form) with details
of all unmatured Receipts, Coupons or Talons (if any) attached thereto or delivered therewith;






	(c)	 	the aggregate amount paid in respect of interest on the Notes;




Page 20









 












	(d)	 	the total number by maturity date of Receipts, Coupons and Talons so cancelled; and






	(e)	 	(in the case of Definitive Notes) the serial numbers of such Notes,




shall be given to the Issuer by the Agent as soon as reasonably practicable and in any event within
three months after the date of such repayment or, as the case may be, payment or exchange.



The Agent shall destroy or procure the destruction of all cancelled Notes, Receipts, Coupons and
Talons and, forthwith upon destruction, furnish the Issuer with a certificate of the serial numbers
of the Notes (in the case of Notes in definitive form) and the number by maturity date of Receipts,
Coupons and Talons so destroyed.



Without prejudice to the obligations of the Agent pursuant to Clause 2, the Agent shall keep a full
and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of
Coupons, except those which have been replaced pursuant to Condition 10) and of their redemption,
purchase by or on behalf of the Issuer or any Subsidiary and cancellation, payment or exchange (as
the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution
for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Agent
shall at all reasonable times make such record available to the Issuer and any persons authorised
by it for inspection and for the taking of copies thereof or extracts therefrom.



12.3 The Agent is authorised by the Issuer and instructed (a) in the case of any Global Note which
is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the
reduction in the nominal amount represented by it by the amount so redeemed or purchased and
cancelled and (b) in the case of any Global Note which is an NGN, to instruct Euroclear and
Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or
purchase and cancellation, as the case may be; provided, that, in the case of a purchase or
cancellation, the Issuer has notified the Agent of the same in accordance with Clause 12.1.



12.4 All records and certificates made or given pursuant to this Clause and Clause 13 shall make a
distinction between Notes, Receipts, Coupons and Talons of each Series.



12.5 The Agent may call for and shall rely in any records, certificate or other document of or to
be issued by Euroclear or Clearstream, Luxembourg in relation to any determination of the principal
amount of Notes represented by an NGN. Any such records, certificate or other document shall be
conclusive and binding for all purposes. The Agent shall not be liable to any person by reason of
having acquired as valid or not having rejected any such records, certificate or other document to
such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found
to be forged or not authentic.




Page 21









 








13. Issue of replacement notes, receipts, coupons and talons



13.1 The Issuer will cause a sufficient quantity of additional forms of Notes, Receipts, Coupons
and Talons to be available, upon request, to the Agent at its specified office for the purpose of
issuing replacement Notes, Receipts, Coupons and Talons as provided below.



13.2 The Agent will, subject to and in accordance with the Conditions and the following provisions
of this Clause, cause to be delivered any replacement Notes, Receipts, Coupons and Talons which the
Issuer may determine to issue in place of Notes, Receipts, Coupons and Talons which have been lost,
stolen, mutilated, defaced or destroyed.



13.3 In the case of a mutilated or defaced Note, the Agent shall ensure that (unless otherwise
covered by such indemnity as the Issuer may reasonably require) any replacement Note will only have
attached to it Receipts, Coupons and Talons corresponding to those (if any) attached to the
mutilated or defaced Note which is presented for replacement.



13.4 The Agent shall not issue any replacement Note, Receipt, Coupon or Talon unless and until the
claimant therefor shall have:





	(a)	 	paid such costs and expenses as may be incurred in connection therewith;






	(b)	 	furnished it with such evidence and indemnity as the Issuer may reasonably require; and






	(c)	 	in the case of any mutilated or defaced Note, Receipt, Coupon or Talon, surrendered it to the
Agent.




13.5 The Agent shall cancel any mutilated or defaced Notes, Receipts, Coupons and Talons in respect
of which replacement Notes, Receipts, Coupons and Talons have been issued pursuant to this Clause
13 and shall furnish the Issuer with a certificate stating the serial numbers of the Notes,
Receipts, Coupons and Talons so cancelled and, unless otherwise instructed by the Issuer in
writing, shall destroy such cancelled Notes, Receipts, Coupons and Talons and furnish the Issuer
with a destruction certificate containing the information specified in Clause 12.3.



13.6 The Agent shall, on issuing any replacement Note, Receipt, Coupon or Talon, forthwith inform
the Issuer and the other Paying Agents of the serial number of such replacement Note, Receipt,
Coupon or Talon issued and (if known) of the serial number of the Note, Receipt, Coupon or Talon in
place of which such replacement Note, Receipt, Coupon or Talon has been issued. Whenever
replacement Receipts, Coupons or Talons are issued pursuant to the provisions of this Clause 13,
the Agent shall also notify the other Paying Agents of the maturity dates of the lost, stolen,
mutilated, defaced or destroyed Receipts, Coupons or Talons and of the replacement Receipts,
Coupons or Talons issued.



13.7 The Agent shall keep a full and complete record of all replacement Notes, Receipts, Coupons
and Talons issued and shall make such record available at all


Page 22









 






reasonable times to the Issuer and any persons authorised by it for inspection and for the taking
of copies thereof or extracts therefrom.



13.8 Whenever any Note, Receipt, Coupon or Talon for which a replacement Note, Receipt, Coupon or
Talon has been issued and in respect of which the serial number is known and is presented to the
Agent or any of the other Paying Agents for payment, the Agent or, as the case may be, the relevant
other Paying Agent shall immediately send notice thereof to the Issuer and the other Paying Agents.




14. Copies of documents available for inspection



14.1 So long as listed Notes are outstanding or Notes are capable of being issued under the
Programme, copies of the following documents will, when published, be available from the registered
office of the Issuer and from the specified office of the Agent in London:





	(a)	 	the Amended and Restated Articles of Incorporation of the Issuer;






	(b)	 	the audit reports and consolidated audited financial statements of the Issuer in respect of
the financial years ended 29 December 2007 and 30 December 2006, and the condensed
consolidated unaudited interim financial statements of the Issuer in respect of the quarterly
periods ended 14 June 2008 and 22 March 2008;






	(c)	 	the Programme Agreement, this Agreement, the forms of the Temporary Global Notes, the
Permanent Global Notes, the Definitive Notes, the Receipts, the Coupons, the Talons and the
Deed of Covenant;






	(d)	 	a copy of the Prospectus;






	(e)	 	any future prospectuses, offering circulars, information memoranda and supplements including
Final Terms (save that the Final Terms relating to a Note which is neither admitted to trading
on a regulated market in the European Economic Area nor offered in the European Economic Area
in circumstances where a Prospectus is required to be published under the Prospectus Directive
will only be available for inspection by a holder of such Note and such holder must produce
evidence satisfactory to the Paying Agent as to the identity of such holder) to the Prospectus
and any other documents incorporated therein by reference; and






	(f)	 	in the case of each issue of Notes admitted to trading on the London Stock Exchange, the
syndication agreement (or equivalent document).




For this purpose, the Issuer shall furnish the Agent and the Paying Agents with sufficient copies
of each of such documents.



14.2 Each of the Paying Agents shall hold available for inspection at its specified office copies
of:




Page 23









 









	(a)	 	this Agreement and the forms of the Temporary Global Notes, the Permanent Global Notes, the
Definitive Notes, the Receipts, the Coupons and the Talons;





(b) the Deed of Covenant; and





	(c)	 	the Final Terms applicable to each Note save that Final Terms relating to an unlisted Note
will only be available for inspection by a holder of such Note and such holder must produce
evidence satisfactory to the relevant Paying Agent as to identity.




14.3 For the above purposes, the Issuer shall furnish the Agent and the Paying Agent with
sufficient copies of each of the relevant documents.




15. Meetings of noteholders



15.1 The provisions of Schedule 4 shall apply to meetings of the Noteholders and shall have effect
in the same manner as if set out in this Agreement.



15.2 Without prejudice to Clause 15.1, each of the Agent and the other Paying Agents on the request
of any Noteholder shall issue voting certificates and block voting instructions in accordance with
Schedule 4 and shall forthwith give notice to the Issuer in writing of any revocation or amendment
of a block voting instruction. Each of the Agent and the other Paying Agents will keep a full and
complete record of all voting certificates and block voting instructions issued by it and will, not
less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at
such place as the Agent shall designate or approve, full particulars of all voting certificates and
block voting instructions issued by it in respect of such meeting or adjourned meeting.




16. Commissions and expenses



16.1 The Issuer agrees to pay to the Agent such fees and commissions as the Issuer and the Agent
shall separately agree in respect of the services of the Agent and the other Paying Agents
hereunder together with any reasonable expenses (including legal, printing, postage, tax, cable and
advertising expenses) incurred by the Agent and the other Paying Agents in connection with their
said services.



16.2 The Agent will make payment of the fees and commissions due hereunder to the other Paying
Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from the
Issuer. The Issuer shall not be responsible for any such payment or reimbursement by the Agent to
the other Paying Agents.




17. Indemnity



17.1 The Issuer shall indemnify the Agent and its directors and officers and each of the other
Paying Agents against any losses, liabilities, costs, claims, actions, demands or expenses
(including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or
incurred in disputing or defending any of the foregoing) which any of them may incur or which may
be made against the Agent or any other Paying Agent as a result of or in connection with its
appointment or the exercise of its powers


Page 24









 






and duties hereunder except such as may result from its own default, negligence or bad faith or
that of its officers, directors or employees or the breach by it of the terms of this Agreement.



17.2 Each of the Agent and the other Paying Agents shall severally indemnify the Issuer and its
directors and officers against any loss, liability, cost, claim, action, demand or expenses
(including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or
incurred in disputing or defending any of the foregoing) which any of them may incur or which may
be made against any of them as a result of the breach by the Agent or such other Paying Agents of
the terms of this Agreement or its default, negligence or bad faith or that of its officers,
directors or employees.




18. Repayment by the agent



Upon the Issuer being discharged from its obligation to make payments in respect of any Notes
pursuant to the relevant Conditions, and provided that there is no outstanding, bona fide and
proper claim in respect of any such payments, the Agent shall forthwith on demand pay to the Issuer
sums equivalent to any amounts paid to it by the Issuer for the purposes of such payments.




19. Conditions of appointment



19.1 The Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of
this Agreement in the same manner as other money paid to a banker by its customers except:





	(a)	 	that it shall not exercise any right of set-off, lien or similar claim in respect thereof;






	(b)	 	as provided in Clause 19.2; and






	(c)	 	that it shall not be liable to account to the Issuer for any interest thereon.




19.2 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents
shall act solely as agents of the Issuer and will not thereby assume any obligations towards or
relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts,
Coupons or Talons, except that all funds held by the Agent or the other Paying Agents for payment
to the Noteholders, Couponholders and Receiptholders shall be held by it, to be applied as set
forth herein, but need not be segregated from other funds except as required by law.



19.3 The Agent and the other Paying Agents hereby undertake to the Issuer to perform such
obligations and duties, and shall be obliged to perform such duties and only such duties, as are
herein, in the Conditions and in the Procedures Memorandum specifically set forth, and no implied
duties or obligations shall be read into this Agreement or the Notes against the Agent and the
other Paying Agents, other than the duty to act honestly and in good faith and to exercise the
diligence of a reasonably prudent agent in comparable circumstances.




Page 25









 







19.4 The Agent may consult with legal and other professional advisers reasonably acceptable to the
Issuer and the opinion of such advisers shall be full and complete protection in respect of any
action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of
such advisers.



19.5 Each of the Agent and the other Paying Agents shall be protected and shall incur no liability
for or in respect of any action taken, omitted or suffered in reliance upon any instruction,
request or order from the Issuer or any notice, resolution, direction, consent, certificate,
affidavit, statement, cable, telex or other paper or document which it reasonably believes to be
genuine and to have been delivered, signed or sent by the proper party or parties or upon written
instructions from the Issuer.



19.6 Any of the Agent and the other Paying Agents and their officers, directors and employees may
become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the
same rights that it or he would have if the Agent or the relevant other Paying Agent, as the case
may be, concerned were not appointed hereunder, and may engage or be interested in any financial or
other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Notes or Coupons or in connection with any other obligations of the
Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not
appointed hereunder.



19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to
execute documents and take action on its behalf in connection with this Agreement and shall notify
the Agent immediately in writing if any of such persons ceases to be so authorised or if any
additional person becomes so authorised together, in the case of an additional authorised person,
with evidence satisfactory to the Agent that such person has been so authorised.




20. Communication between the parties



A copy of all communications relating to the subject matter of this Agreement between the Issuer
and the Noteholders, Receiptholders or Couponholders and any of the Paying Agents (other than the
Agent) shall be sent to the Agent by the other relevant Paying Agent.




21. Changes in agent and other paying agents



21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the
payment of all amounts in respect of all outstanding Notes have been made available to the Agent
and have been returned to the Issuer as provided herein:





	(a)	 	so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying
Agent (which may be the Agent) with a specified office in such place as may be required by the
rules and regulations of the relevant Stock Exchange;






	(b)	 	there will at all times be a Paying Agent (which may be the Agent) with a specified office in
a principal financial centre in continental Europe; and




Page 26









 












	(c)	 	there will at all times be an Agent.




In addition, the Issuer shall appoint a Paying Agent having a specified office in New York City in
the circumstances described in the final paragraph of Condition 5(b). Any variation, termination,
appointment or change shall only take effect (other than in the case of insolvency (as provided in
Clause 21.5, when it shall be of immediate effect) after not less than 30 nor more than 45 days’
prior notice thereof shall have been given to the Noteholders in accordance with the Conditions.



21.2 The Agent may (subject as provided in Clause 21.4) at any time resign as Agent by giving at
least 90 days’ written notice to the Issuer of such intention on its part, specifying the date on
which its desired resignation shall become effective.



21.3 The Agent may (subject as provided in Clause 21.4) be removed at any time by the Issuer on at
least 45 days’ notice by the filing with it of an instrument in writing signed on behalf of the
Issuer specifying such removal and the date when it shall become effective.



21.4 Any resignation under Clause 21.2 or removal under Clause 21.3 or 21.5 shall only take effect
upon the appointment by the Issuer as hereinafter provided, of a successor Agent and (other than in
cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 23. The
Issuer agrees with the Agent that if, by the day falling ten days before the expiry of any notice
under Clause 21.2, the Issuer has not appointed a successor Agent, then the Agent shall be
entitled, on behalf of the Issuer, to appoint as a successor Agent in its place a reputable
financial institution of good standing which the Issuer shall approve (such approval not to be
unreasonably withheld or delayed).



21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting or is
adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the appointment of an administrator, liquidator or
administrative or other receiver of all or a substantial part of its property, or admits in writing
its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order
of any court is entered approving any petition filed by or against it under the provisions of any
applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of
its property is appointed or if any officer takes charge or control of it or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent, which
shall be a reputable financial institution of good standing may be appointed by the Issuer by an
instrument in writing filed with the successor Agent. Upon the appointment as aforesaid of a
successor Agent and acceptance by the latter of such appointment and (other than in case of
insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given
under Clause 23 the Agent so superseded shall cease to be the Agent hereunder.



21.6 Subject to Clause 21.1, the Issuer may, after prior consultation with the Agent, terminate the
appointment of any of the other Paying Agents at any time and/or appoint one or more further other
Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days’
notice in writing to that effect (other than in the case of insolvency of the other Paying Agent).




Page 27









 







21.7 Subject to Clause 21.1, all or any of the Paying Agents may resign their respective
appointments hereunder at any time by giving the Issuer and the Agent at least 45 days’ written
notice to that effect.



21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent:





	(a)	 	shall, in the case of the Agent, forthwith transfer all moneys held by it hereunder and the
records referred to in Clauses 12.3 and 13.7 to the successor Agent hereunder; and






	(b)	 	shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the
services therefore rendered hereunder in accordance with the terms of Clause 16.




21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall,
without further act, deed or conveyance, become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying
Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent
hereunder.




22. Merger and consolidation



Any corporation into which the Agent or any other Paying Agent may be merged or converted, or any
corporation with which the Agent or any of the other Paying Agents may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Agent or any of the
other Paying Agents shall be a party, or any corporation to which the Agent or any of the other
Paying Agents shall sell or otherwise transfer all or substantially all the assets of the Agent or
any other Paying Agent shall, on the date when such merger, conversion, consolidation or transfer
becomes effective and to the extent permitted by any applicable laws, become the successor Agent
or, as the case may be, other Paying Agent under this Agreement without the execution or filing of
any paper or any further act on the part of the parties hereto, unless otherwise required by the
Issuer and after the said effective date all references in this Agreement to the Agent or, as the
case may be, such other Paying Agent shall be deemed to be references to such corporation. Written
notice of any such merger, conversion, consolidation or transfer shall forthwith be given to the
Issuer by the relevant Agent or other Paying Agent.




23. Notification of changes to paying agents



Following receipt of notice of resignation from the Agent or any other Paying Agent and forthwith
upon appointing a successor Agent or, as the case may be, further or other Paying Agents or on
giving notice to terminate the appointment of any Agent or, as the case may be, other Paying Agent,
the Agent (on behalf of and at the expense of the Issuer) shall give or cause to be given not more
than 45 days’ nor less than 30 days’ notice thereof to the Noteholders in accordance with the
Conditions.




Page 28









 








24. Change of specified office



If the Agent or any other Paying Agent determines to change its specified office it shall (after
having, in any such case other than a change of specified office within the same city, obtained the
prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Agent
written notice of such determination giving the address of the new specified office which shall be
in the same city and stating the date on which such change is to take effect, which shall not be
less than 45 days thereafter. The Agent (on behalf and at the expense of the Issuer shall within 15
days of receipt of such notice (unless the appointment of the Agent or the other relevant Paying
Agent, as the case may be, is to terminate pursuant to Clause 21 on or prior to the date of such
change)) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to
the Noteholders in accordance with the Conditions.




25. Notices



Any notice or communication given hereunder shall be sufficiently given or served:





	(a)	 	if delivered in person to the relevant address specified on the signature pages hereof and,
if so delivered, shall be deemed to have been delivered at time of receipt; or






	(b)	 	if sent by facsimile or telex to the relevant number specified on the signature pages hereof
and, if so sent, shall be deemed to have been delivered immediately after transmission
provided such transmission is confirmed by the answerback of the recipient (in the case of
telex) or when an acknowledgement of receipt is received (in the case of facsimile).




Where a communication is received after business hours it shall be deemed to be received and become
effective on the next business day. Every communication shall be irrevocable save in respect of any
manifest error therein.




26. Taxes and stamp duties



The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be
payable in connection with the execution, delivery, performance and enforcement of this Agreement.




27. Currency indemnity



If, under any applicable law and whether pursuant to a judgment being made or registered against
the Issuer or in the liquidation, insolvency or analogous process of the Issuer or for any other
reason, any payment under or in connection with this Agreement is made or fails to be satisfied in
a currency (the other currency) other than that in which the relevant payment is expressed to be
due (the required currency) under this Agreement, then, to the extent that the payment (when
converted into the required currency at the rate of exchange on the date of payment or, if it is
not practicable for the Agent or the relevant other Paying Agent to purchase the required currency
with the other currency on the date of payment, at the rate of exchange as soon thereafter as it is
practicable for it to do so or, in the case of a liquidation,


Page 29









 






insolvency or analogous process at the rate of exchange on the latest date permitted by applicable
law for the determination of liabilities in such liquidation, insolvency or analogous process)
actually received by the Agent or the relevant other Paying Agent falls short of the amount due
under the terms of this Agreement, the Issuer undertakes that it shall, as a separate and
independent obligation, indemnify and hold harmless the Agent and each other Paying Agent against
the amount of such shortfall. For the purpose of this Clause, the rate of exchange means the rate
at which the Agent or the relevant other Paying Agent is able on the relevant date to purchase the
required currency with the other currency and shall take into account any premium and other costs
of exchange.




28. Amendments



This Agreement may be amended in writing by agreement between the Issuer, the Agent and the other
Paying Agents, but without the consent of any Noteholder, Receiptholder or Couponholder, for the
purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision
contained herein or in any manner which the parties may mutually deem necessary or desirable and
which shall not be materially prejudicial to the interests of the Noteholders. The Issuer and the
Agent may also agree any modification pursuant to Condition 15.




29. Descriptive headings



The descriptive headings in this Agreement are for convenience of reference only and shall not
define or limit the provisions hereof.




30. Governing law and submission to jurisdiction



30.1 This Agreement is governed by, and shall be construed in accordance with, the laws of England.



30.2 The Issuer hereby irrevocably agrees, for the exclusive benefit of the Paying Agents, that the
courts of England are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in connection with this Agreement may be brought in
such courts. The Issuer hereby irrevocably waives any objection which it may have now or hereafter
to the laying of the venue of any such Proceedings in any such court and any claim that any such
Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a
judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon
it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Clause
shall limit any right to take Proceedings against the Issuer in any other court of competent
jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking
of Proceedings in any other jurisdiction, whether concurrently or not. The Issuer hereby appoints
PepsiCo International Limited at its registered office at 63 Kew Road, Richmond, Surrey, England
TW9 2QL (Attention: Division Counsel) as its agent for service of process, and undertakes that, in
the event of PepsiCo International Limited ceasing so to act or ceasing to be registered in
England, it will appoint another person, as the Agent may approve, as its agent for service of
process in England in respect of


Page 30









 






any Proceedings. Nothing herein shall affect the right to serve process in any other manner
permitted by law.




31. Contracts (Rights of Third Parties) Act 1999



A person who is not a party to this Agreement shall have no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of its terms.




32. Counterparts



This Agreement my be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.



in witness whereof the parties hereto have executed this Agreement as of the date first
above written.





Page 31









 








APPENDIX




FORM OF CALCULATION AGENCY AGREEMENT




Dated [          ]




PEPSICO, INC.




U.S. $2,500,000,000




EURO MEDIUM TERM NOTE PROGRAMME




 




CALCULATION AGENCY AGREEMENT




 



















 








This Agreement is made on [               ]



Between



(1) PepsiCo, Inc. of 700 Anderson Hill Road, Purchase, New York 10577 (the Issuer); and



(2) [               ] of [               ] (the Calculation Agent, which expression shall
include its successor or successors for the time being as calculation agent hereunder).



Whereas



(A) The Issuer has entered into an amended and restated Programme Agreement with the Dealers named
therein dated 5 August 2008 (the Programme Agreement), under which the Issuer may issue Euro Medium
Term Notes (Notes) with an aggregate nominal amount of up to U.S.$2,500,000,000 (or its equivalent
in other currencies).



(B) The Notes will be issued subject to and with the benefit of the amended and restated Agency
Agreement dated 5 August 2008 (the Agency Agreement) and entered into between the Issuer, The Bank
of New York Mellon as Agent (the Agent which expression shall include its successor or successors
for the time being under the Agency Agreement) and the other parties, named therein.



Now it is hereby agreed that



Interpretation



1. Save as otherwise stated herein, all words and phrases defined in the Agency Agreement shall
have the same meaning as when used in this Agreement.



Appointment of the Calculation Agent



2. The Issuer hereby appoints [               ] as Calculation Agent in respect of each Series of Notes
described in the Schedule hereto (the Relevant Notes) for the purposes set out in Clause 3 below,
all upon the provisions hereinafter set out. The agreement of the parties hereto that this
Agreement is to apply to each Series of Relevant Notes shall be evidenced by the manuscript
annotation and signature in counterpart of the Schedule hereto.



Duties of Calculation Agent



3. The Calculation Agent shall in relation to each Series of Relevant Notes perform all the
functions and duties imposed on the Calculation Agent by the terms and conditions of the Relevant
Notes (the Conditions) including endorsing the Schedule hereto appropriately in relation to each
Series of Relevant Notes.



Expenses



4. Save as provided in Clause 5 below, the Calculation Agent shall bear all expenses incurred by it
in connection with its said services.




Page 33









 







Indemnity



5.1 The Issuer shall indemnify the Calculation Agent and its directors and officers against any
losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to,
all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending
any of the foregoing) which any of them may incur or which may be made against any of them as a
result of or in connection with its appointment or the exercise of its powers and duties under this
Agreement except such as may result from its own default, negligence or bad faith or that of its
officers, directors or employees or the breach by it of the terms of this Agreement.



5.2 The Calculation Agent shall indemnify the Issuer and its directors and officers against any
losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to,
all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending
any of the foregoing) which the Issuer or any such director or officer may incur or which may be
made against the Issuer or any such director or officer as a result of the breach by the
Calculation Agent of the terms of this Agreement or its default, negligence or bad faith or that of
its officers, directors or employees.



Conditions of Appointment



6.1 In acting hereunder and in connection with the Relevant Notes the Calculation Agent shall act
as agent of the Issuer and shall not thereby assume any obligations towards or relationship of
agency or trust for or with any of the owners or holders of the Relevant Notes or the receipts or
coupons (if any) appertaining thereto (the Receipts and the Coupons, respectively).



6.2 In relation to each issue of Relevant Notes the Calculation Agent shall be obliged to perform
such duties and only such duties as are herein and in the Conditions specifically set forth and no
implied duties or obligations shall be read into this Agreement or the Conditions against the
Calculation Agent, other than the duty to act honestly and in good faith and to exercise the
diligence of a reasonably prudent expert in comparable circumstances.



6.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of
such advisers shall be full and complete protection in respect of any action taken, omitted or
suffered hereunder in good faith and in accordance with the opinion of such advisers.



6.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any
action taken, omitted or suffered in reliance upon any instruction, request or order from the
Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable,
telex or other paper or document which it reasonably believes to be genuine and to have been
delivered, signed or sent by the proper party or parties or upon written instructions from the
Issuer.



6.5 The Calculation Agent and any of its officers, directors and employees may become the owner of,
or acquire any interest in, any Notes, Receipts or Coupons (if any) with the same rights that it or
he would have if the Calculation Agent were not


Page 34









 






appointed hereunder, and may engage or be interested in any financial or other transaction with the
Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of
Notes or Coupons (if any) or in connection with any other obligations of the Issuer as freely as if
the Calculation Agent were not appointed hereunder.



Termination of Appointment



7.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the
Calculation Agent at least 45 days’ prior written notice to that effect, provided that, so long as
any of the Relevant Notes is outstanding:





	(a)	 	such notice shall not expire less than 45 days before any date upon which any payment is due
in respect of any Relevant Notes; and






	(b)	 	notice shall be given in accordance with the Conditions, to the holders of the Relevant Notes
at least 30 days prior to any removal of the Calculation Agent.




7.2 Notwithstanding the provisions of Clause 7.1 above, if at any time:





	(a)	 	the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or
files a voluntary petition in bankruptcy or makes an agreement for the benefit of its
creditors or consents to the appointment of an administrator, liquidator or administrative or
other receiver of all or any substantial part of its property, or it admits in writing its
inability to pay or meet its debts as they may mature or suspends payment thereof, or if any
order of any court is entered approving any petition filed by or against it under the
provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or
a substantial part of its property is appointed or if any officer takes charge or control of
the Calculation Agent or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation; or






	(b)	 	the Calculation Agent fails duly to perform any function or duty imposed upon it by the
Conditions and this Agreement, the Issuer may forthwith without notice terminate the
appointment of the Calculation Agent, in which event notice thereof shall be given to the
holders of the Relevant Notes in accordance with the Conditions as soon as practicable
thereafter.




7.3 The termination of the appointment pursuant to Clause 7.1 or 7.2 above of the Calculation Agent
hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be
without prejudice to any amount then accrued due.



7.4 The Calculation Agent may resign its appointment hereunder at any time by giving to the Issuer
at least 90 days’ prior written notice to that effect. Following receipt of a notice of resignation
from the Calculation Agent, the Issuer shall promptly give notice thereof to the holders of the
Relevant Notes in accordance with the Conditions.



7.5 Notwithstanding the provisions of Clauses 7.1, 7.2 and 7.4 above, so long as any of the
Relevant Notes is outstanding, the termination of the appointment of the


Page 35









 






Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not
be effective unless upon the expiry of the relevant notice a successor Calculation Agent has, been
appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before
the expiry of any notice under Clause 7.1 or 7.4, the Issuer has not appointed a replacement
Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as
a successor Calculation Agent in its place a reputable financial institution of good standing which
the Issuer shall approve.



7.6 Upon its appointment becoming effective, a successor Calculation Agent shall without further
act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally named as the
Calculation Agent hereunder.



7.7 If the appointment of the Calculation Agent hereunder is terminated (whether by the Issuer or
by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which such
termination takes effect deliver to the successor Calculation Agent all records concerning the
Relevant Notes maintained by it (except such documents and records as it is obliged by law or
regulation to retain or not to release), but shall have no other duties or responsibilities
hereunder.



7.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation
with which the Calculation Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to
which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets
shall, on the date when such merger, consolidation or transfer becomes effective and to the extent
permitted by any applicable laws, become the successor Calculation Agent under this Agreement
without the execution or filing of any paper or any further act on the part of any of the parties
hereto, unless otherwise required by the Issuer, and after the said effective date all references
in this Agreement to the Calculation Agent shall be deemed to be references to such corporation.
Written notice of any such merger, conversion, consolidation or transfer shall forthwith be given
to the Issuer and the Agent.



7.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the
Issuer shall use all reasonable endeavours to appoint a further bank or investment bank as
successor Calculation Agent.




Notices



8.1 Any notice or communication given hereunder shall be sufficiently given or served:





	(a)	 	if delivered in person to the relevant address specified on the signature pages hereof and,
if so delivered, shall be deemed to have been delivered at time of receipt; or






	(b)	 	if sent by facsimile or telex to the relevant number specified on the signature pages hereof
and, if so sent, shall be deemed to have been delivered




Page 36









 






	 	 	immediately after transmission provided such transmission is confirmed by the answerback of
the recipient (in the case of telex) or when an acknowledgement of receipt is received (in
the case of facsimile).




Where a communication is received after business hours it shall be deemed to be received and become
effective on the next business day. Every communication shall be irrevocable save in respect of any
manifest error therein.




Descriptive headings and counterparts



9.1 The descriptive headings in this Agreement are for convenience of reference only and shall not
define or limit the provisions hereof.



9.2 This Agreement may be executed in any number of counterparts, all of which, taken together,
shall constitute one and the same agreement and any party may enter into this Agreement by
executing a counterpart.




Governing law and jurisdiction



10.1 This Agreement is governed by, and shall be construed in accordance with, the laws of England.



10.2 The Issuer hereby irrevocably agrees, for the exclusive benefit of the Calculation Agent, that
the courts of England are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in connection with this Agreement may be brought in
such courts. The Issuer hereby irrevocably waives any objection which it may have now or hereafter
to the laying of the venue of any such Proceedings in any such court and any claim that any such
Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees that a
judgment in any such Proceedings brought in the English courts shall be conclusive and binding upon
it and may be enforced in the courts of any other jurisdiction. Nothing contained in this Clause
shall limit any right to take Proceedings against the Issuer in any other court of competent
jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking
of Proceedings in any other jurisdiction, whether concurrently or not. The Issuer hereby appoints
PepsiCo International Limited at its registered office at 63 Kew Road, Richmond, Surrey, England
TW9 2QL (Attention: Division Counsel) as its agent for service of process, and undertakes that, in
the event of PepsiCo International Limited ceasing so to act or ceasing to be registered in
England, it will appoint another person, as the Calculation Agent may approve, as its agent for the
service of process in England in respect of any Proceedings. Nothing herein shall affect the right
to serve process in any manner permitted by law.




Contracts (Rights of Third Parties) Act 1999



11. A person who is not a party to this Agreement shall have no right under the Contracts (Rights
of Third Parties) Act 1999 to enforce any of its terms.




Page 37









 







In Witness whereof this Agreement has been entered into the day and year first above
written.




Page 38









 








Schedule 1 to the Calculation Agency Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Title and	 	 	Annotation by	 
	 	 	 	 	 	 	 	 	 	 	 	 	Nominal	 	 	Calculation	 
	Series number	 	 	Issue Date	 	 	Maturity Date	 	 	Amount	 	 	Agent/Issuer	 





Page 39









 





PepsiCo, Inc.

700 Anderson Hill Road

Purchase

New York 10577

U.S.A




Telex No: 62848 PEPSICO

Telefax No: 914 253 2017

Attention: Treasurer




By:




[Name and address of Calculation Agent]




	 	 	 
	Telex No:

	 	[               ]
	Telefax No:

	 	[               ]
	Attention:

	 	[               ]
	 
	 	 
	By:
	 	 







Page 40











 





SCHEDULE 1




TERMS AND CONDITIONS OF THE NOTES




This Note is one of a series of Notes issued by PepsiCo, Inc. (the “Issuer”) pursuant to the Agency
Agreement (as defined below). References herein to the “Notes” shall be references to the Notes of
this Series (as defined below) and shall mean (i) in relation to any Notes represented by a global
Note, units of the lowest Specified Denomination in the Specified Currency, (ii) definitive Notes
issued in exchange (or part exchange) for a global Note and (iii) any global Note. The Notes, the
Receipts (as defined below) and the Coupons (as defined below) also have the benefit of an Amended
and Restated Agency Agreement (the “Agency Agreement” which expression shall include such agreement
as it may be amended or modified from time to time) dated 5 August, 2008, and made among the
Issuer, The Bank of New York Mellon as issuing and principal paying agent and agent bank (the
“Agent”, which expression shall include any successor agent specified in the applicable Final
Terms) and the other paying agents named therein (together with the Agent, the “Paying Agents”,
which expression shall include any additional or successor paying agents).



Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have
interest coupons (“Coupons”) and, if indicated in the applicable Final Terms, talons for further
Coupons (“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless the
context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes
repayable in instalments have receipts (“Receipts”) for the payment of the instalments of principal
(other than the final instalment) attached on issue.



The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the
Final Terms attached hereto or endorsed hereon which supplement these Terms and Conditions and may
specify other terms and conditions which shall, to the extent so specified or to the extent
inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the
purposes of this Note. References herein to the “applicable Final Terms” are to Part A of the Final
Terms (or the relevant provisions thereof) attached hereto or endorsed hereon.



Any reference herein to “Noteholders” shall mean the holders of the Notes, and shall, in relation
to any Notes represented by a global Note, be construed as provided below. Any reference herein to
“Receiptholders” shall mean the holders of the Receipts and any reference herein to “Couponholders”
shall mean the holders of the Coupons, and shall, unless the context otherwise requires, include
the holders of the Talons.



As used herein, “Tranche” means Notes which are identical in all respects (including as to listing)
and “Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which
are (i) expressed to be consolidated and form a single series and (ii) identical in all respects
(including as to listing and admission to trading) except for their respective Issue Dates,
Interest Commencement Dates and/or Issue Prices.



The Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of an Amended
and Restated Deed of Covenant (the “Deed of Covenant”) dated 5



Page 41









 







August, 2008 and made by the Issuer. The original of the Deed of Covenant is held by a common
depositary on behalf of Euroclear (as defined below) and Clearstream, Luxembourg (as defined
below).



Copies of the Agency Agreement, the form of the Final Terms and the Final Terms applicable to this
Note and the Deed of Covenant are available for viewing during normal business hours at, and copies
may be obtained from, the specified office of each of the Agent and the other Paying Agents save
that Final Terms relating to an unlisted Note of any Series and/or relating to a Note which is
neither admitted to trading on a regulated market in the European Economic Area nor offered in the
European Economic Area in circumstances where a Prospectus is required to be published under the
Prospectus Directive, will only be available for inspection by a Noteholder holding one or more
unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the
relevant Paying Agent as to identity. The Noteholders, the Receiptholders and the Couponholders are
deemed to have notice of, and are entitled to the benefit of, all the provisions of the Deed of
Covenant, the Agency Agreement and the applicable Final Terms which are binding on them.



Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall
have the same meanings where used in these Terms and Conditions unless the context otherwise
requires or unless otherwise stated and provided that, in the event of inconsistency between the
Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.




	1.	 	Form, Denomination and Title





The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the
Specified Currency and the Specified Denomination. Notes of one Specified Denomination may not be
exchanged for Notes of another Specified Denomination. In the case of any Notes which are to be
admitted to trading on a regulated market within the European Economic Area or offered to the
public in a Member State of the European Economic Area in circumstances which require the
publication of a Prospectus under the Prospectus Directive, the minimum Specified Denomination
shall be €50,000 (or its equivalent in any other currency as at the date of issue of the relevant
Notes). In the case of Notes with a maturity (at issue) of 183 days or less, the minimum Specified
Denomination shall be U.S.$500,000 (or its equivalent in any other currency as at the date of issue
of the relevant Notes).



So long as the Notes are represented by a temporary global Note or a permanent global Note, the
Notes shall be tradeable only in principal amounts of at least the Specified Denomination.



This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Indexed Interest Note,
an Indexed Redemption Amount Note, a Dual Currency Note or a Partly Paid Note or a combination of
any of the foregoing, depending upon the Interest/Payment Basis shown in the applicable Final
Terms.



Notes in definitive form are issued with Coupons attached, unless they are Zero Coupon Notes in
which case references to Coupons and Couponholders in these Terms and Conditions are not
applicable.



Page 42









 





Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The
Issuer and any Paying Agent may deem and treat the bearer of any Note, Receipt or Coupon as the
absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or
writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case
of any global Note, without prejudice to the provisions set out in the next succeeding paragraph.



For so long as any of the Notes is represented by a global Note held on behalf of Euroclear Bank
S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”),
each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount
of such Notes (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any
person shall be conclusive and binding for all purposes save in the case of manifest error) shall
be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes
for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose the bearer of the relevant global Note
shall be treated by the Issuer and any Paying Agent as the holder of such Notes in accordance with
and subject to the terms of the relevant global Note (and the expressions “Noteholder” and “holder
of Notes” and related expressions shall be construed accordingly). Notes which are represented by a
global Note will be transferable only in accordance with the rules and procedures for the time
being of Euroclear or of Clearstream, Luxembourg, as the case may be.



References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits,
except in relation to Notes in NGN form, be deemed to include a reference to any additional or
alternative clearing system approved by the Issuer and the Agent.




	2.	 	Status of the Notes





The Notes and the relative Receipts and Coupons are direct, unconditional, unsubordinated and
(subject to the provisions of Condition 3) unsecured obligations of the Issuer and rank pari passu
without any preference among themselves and equally with all other outstanding unsecured and
unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only
to the extent permitted by applicable laws relating to creditors’ rights.




	3.	 	Negative Pledge





For so long as Notes of any Series shall be outstanding neither the Issuer nor any Restricted
Subsidiary (as defined below) will incur, suffer to exist or guarantee any indebtedness for
borrowed money (“Debt”), secured by a mortgage, pledge or lien (a “Mortgage”) on any Principal
Property (as defined below) or on any shares of stock of any Restricted Subsidiary unless the
Issuer or such Restricted Subsidiary secures or causes such Restricted Subsidiary to secure the
Notes of such Series (and any other Debt of the Issuer or such Restricted Subsidiary, at the option
of the Issuer or such Restricted Subsidiary, not subordinate to the Notes) equally and rateably
with or prior



Page 43









 







to such secured Debt for as long as such Debt remains so secured, unless after giving effect
thereto the aggregate amount of all such secured Debt does not exceed 15% of Consolidated Net
Tangible Assets (as defined below). This restriction will not, however, apply to Debt secured by:




	(i)	 	Mortgages existing prior to the Issue Date of such Notes; or
	 
	(ii)	 	Mortgages on property of or shares of stock of (or other interests) or Debt of, any
corporation existing at the time such corporation becomes a Restricted Subsidiary; or
	 
	(iii)	 	Mortgages in favour of the Issuer or a Restricted Subsidiary; or
	 
	(iv)	 	Mortgages in favour of, or required by, any governmental bodies; or
	 
	(v)	 	Mortgages on property or shares of stock (or other interests) or Debt of any corporation
existing at the time of the acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the purchase price thereof or
construction or improvement thereon or to secure any Debt incurred prior to, at the time of,
or within 365 days after the later of the acquisition, the completion of construction or
improvement, or the commencement of full operation of such property or within 365 days after
the acquisition of such shares or Debt for the purpose of financing all or any part of the
purchase price thereof of construction or improvement thereon; and
	 
	(vi)	 	any extension, renewal, or replacement of any Mortgage referred to in any of the preceding
subparagraphs (i) to (v) inclusive.





“Consolidated Net Tangible Assets” means the total amount of assets (less applicable depreciation,
amortisation, and other valuation reserves) of the Company and its Restricted Subsidiaries, after
deducting therefrom (i) all current liabilities of the Company and its Restricted Subsidiaries
(excluding any such liabilities that are intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortised debt discount and expense and other like intangibles, all as set
forth on the latest consolidated balance sheet of the Company and its Restricted Subsidiaries
prepared in accordance with US GAAP.



“Principal Property” means any single manufacturing or processing plant, office building, or
warehouse owned or leased by the Issuer or a Restricted Subsidiary other than a plant, warehouse,
office building, or portion thereof which, in the opinion of the Issuer’s Board of Directors, is
not of material importance to the business conducted by the Issuer and its Restricted Subsidiaries
as an entirety.



“Restricted Subsidiary” means at any time any subsidiary of the Issuer except a subsidiary which is
at the time an Unrestricted Subsidiary.



“Unrestricted Subsidiary” means any other subsidiary of the Issuer (not at the time designated a
Restricted Subsidiary) (i) the major part of whose business consists of finance, banking, credit,
leasing, insurance, financial services, or other similar operations, or any combination thereof,
(ii) substantially all the assets of which



Page 44









 







consist of the capital stock of one or more such subsidiaries, or (iii) designated as such by the
Issuer’s Board of Directors; provided that such designation will not constitute a violation of the
terms of the Notes. Any subsidiary designated as a Restricted Subsidiary may be designated as an
Unrestricted Subsidiary unless such designation will constitute a violation of these Terms and
Conditions.



The transfer of a Principal Property to an Unrestricted Subsidiary and the change in designation of
a subsidiary owning a Principal Property from a Restricted Subsidiary to an Unrestricted Subsidiary
is not restricted by the terms of the Notes, save that such a change in designation shall not be
permitted if such change in designation would result in a violation of the foregoing negative
pledge provision.




	4.	 	Interest
	 
	(a)	 	Interest on Fixed Rate Notes





Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the
rate(s) per annum equal to the Rate(s) of Interest specified in the applicable Final Terms.
Interest will be payable in arrear on the Interest Payment Date(s) in each year up to, but
excluding, the Maturity Date so specified if that does not fall on an Interest Payment Date.



If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount
of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on
(but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any
Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken
Amount so specified.



As used in these Terms and Conditions, “Fixed Interest Period” means the period from (and
including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next
(or first) Interest Payment Date.



Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken
Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any
period by applying the Rate of Interest to:



(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate
outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are
Partly Paid Notes, the aggregate amount paid up); or



(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount specified in the
applicable Final Terms;



and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market convention.



Page 45









 





In these Terms and Conditions:



“Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance
with this Condition 4(a):




	(i)	 	if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:






	 	(a)	 	in the case of Notes where the number of days in the relevant period from
(and including) the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”)
is equal to or shorter than the Determination Period during which the Accrual Period
ends, the number of days in such Accrual Period divided by the product of (1) the
number of days in such Determination Period and (2) the number of Determination Dates
that would occur in one calendar year assuming interest was to be payable in respect
of the whole of that year; or
	 
	 	(b)	 	in the case of Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum of:






	 	(1)	 	the number of days in such Accrual Period falling in the
Determination Period in which the Accrual Period begins divided by the
product of (x) the number of days in such Determination Period and (y) the
number of Determination Dates that would occur in one calendar year assuming
interest was to be payable in respect of the whole of that year; and
	 
	 	(2)	 	the number of days in such Accrual Period falling in the
next Determination Period divided by the product of (x) the number of days in
such Determination Period and (y) the number of Determination Dates that
would occur in one calendar year assuming interest was to be payable in
respect of the whole of that year; and






	(ii)	 	if “30/360” is specified in the applicable Final Terms, the number of days in the period from
(and including) the most recent Interest Payment Date (or, if none, the Interest Commencement
Date) to (but excluding) the relevant payment date (such number of days being calculated on
the basis of 12 30-day months) divided by 360; and





“Determination Period” means, the period from (and including) a Determination Date to (but
excluding) the next Determination Date (including, where either the Interest Commencement Date or
the final Interest Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date following after, such
date); and



Page 46









 





“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency
that is available as legal tender in the country of such currency and means, with respect to euro,
one cent.




	(b)	 	Interest on Floating Rate Notes and Indexed Interest Notes






	 	(i)	 	Interest Payment Dates





Each Floating Rate Note and Indexed Interest Note bears interest from (and including) the Interest
Commencement Date and such interest will be payable in arrear on either:




	 	(A)	 	the Interest Payment Date(s) in each year (the period from (and including)
the Interest Commencement Date to (but excluding) the first Interest Payment Date and
each successive period from (and including) an Interest Payment Date to (but
excluding) the next Interest Payment Date each being an “Interest Period”); or
	 
	 	(B)	 	if no express Interest Payment Date(s) is/are specified in the applicable
Final Terms, each date (each an “Interest Payment Date”) which falls the number of
months or other period specified as the Specified Period in the applicable Final Terms
after the preceding Interest Payment Date or, in the case of the first Interest
Payment Date, after the Interest Commencement Date.





If a business day convention is specified in the applicable Final Terms and (x) if there is no
numerically corresponding day on the calendar month in which an Interest Payment Date should occur
or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day,
then, if the business day convention specified is:




	 	(1)	 	in any case where Interest Periods are specified in accordance with Condition
4(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the
case of (x) above, shall be the last day that is a Business Day in the relevant month
and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of
(y) above, shall be postponed to the next day which is a Business Day unless it would
thereby fall into the next calendar month, in which event (A) such Interest Payment
Date shall be brought forward to the immediately preceding Business Day and (B) each
subsequent Interest Payment Date shall be the last Business Day in the month which
falls the number of months or other period specified as the Interest Period in the
applicable Final Terms after the preceding applicable Interest Payment Date occurred;
or
	 
	 	(2)	 	the Following Business Day Convention, such Interest Payment Date shall be
postponed to the next day which is a Business Day; or
	 
	 	(3)	 	the Modified Following Business Day Convention, such Interest Payment Date
shall be postponed to the next day which is a Business




Page 47









 






	 	 	 	Day unless it would thereby fall into the next calendar month, in which event such
Interest Payment Date shall be brought forward to the immediately preceding
Business Day; or
	 
	 	(4)	 	the Preceding Business Day Convention, such Interest Payment Date shall be
brought forward to the immediately preceding Business Day.





In this Condition, “Business Day” means a day which is both:




	 	(A)	 	a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and foreign
currency deposits) in London and each Additional Business Centre specified in the
applicable Final Terms; and
	 
	 	(B)	 	either (1) in relation to any sum payable in a Specified Currency other than
euro, a day on which commercial banks and foreign exchange markets settle payments in
the principal financial centre of the country of the relevant Specified Currency (if
other than London and which if the Specified Currency is Australian dollars or New
Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any
sum payable in euro, a day on which the TARGET2 System is open. In these Terms and
Conditions, “TARGET2 System” means the Trans-European Automated Real-Time Gross
Settlement Express Transfer payment system which utilises a single shared platform and
which was launched on 19 November 2007 (TARGET2), or any successor to such system.






	(ii)	 	Rate of Interest





The Rate of Interest payable from time to time in respect of Floating Rate Notes and Indexed
Interest Notes will be determined in the manner specified in the applicable Final Terms.




	(A)	 	ISDA Determination for Floating Rate Notes





Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate
of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant
ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the
purposes of this sub-paragraph (A), “ISDA Rate” for an Interest Period means a rate equal to the
Floating Rate that would be determined by the Agent or other person specified in the applicable
Final Terms under an interest rate swap transaction if the Agent or that other person were acting
as Calculation Agent for that swap transaction under the terms of an agreement incorporating the
2006 ISDA Definitions, each as amended and updated as at the Issue Date of the first Tranche of the
Notes, published by the International Swaps and Derivatives Association, Inc. (the “ISDA
Definitions”) and under which:




	 	(1)	 	the Floating Rate Option is as specified in the applicable Final Terms;




Page 48









 






	 	(2)	 	the Designated Maturity is a period specified in the applicable Final Terms;
and
	 
	 	(3)	 	the relevant Reset Date is either (i) if the applicable Floating Rate Option
is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank
offered rate (EURIBOR) for a currency, the first day of that Interest Period or (ii)
in any other case, as specified in the applicable Final Terms.





For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate
Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA
Definitions.



When this sub-paragraph (A) applies, in respect of each relevant Interest Period the Agent will be
deemed to have discharged its obligations under Condition 5(b)(iv) in respect of the determination
of the Rate of Interest if it has determined the Rate of Interest in respect of such Interest
Period in the manner provided in this sub-paragraph (A).




	(B)	 	Screen Rate Determination for Floating Rate Notes





Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined for each Interest Period the Rate of Interest for each
Interest Period will, subject as provided below, be either:




	 	(1)	 	the offered quotation; or
	 
	 	(2)	 	the arithmetic mean (rounded if necessary to the fourth decimal place, with
0.00005 being rounded upwards) of the offered quotations,





(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the
case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or
Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus
(as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent.
If five or more such offered quotations are available on the Relevant Screen Page, the highest (or,
if there is more than one such highest quotation, one only of such quotations) and the lowest (or,
if there is more than one such lowest quotation, one only of such quotations) shall be disregarded
by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such
offered quotations.



The Agency Agreement contains provisions for determining the Rate of Interest in the event that the
Relevant Screen Page is not available or if, in the case of (1) above, no such quotation appears
or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at
the time specified in the preceding paragraph.



If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the applicable Final Terms.



Page 49









 






	(iii)	 	Minimum and/or Maximum Interest Rate





If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then,
in the event that the Rate of Interest in respect of such Interest Period determined in accordance
with the above provisions is less than such Minimum Rate of Interest, the Rate of Interest for such
Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a
Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in
respect of such Interest Period determined in accordance with the above provisions is greater than
such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum
Interest Rate.




	(iv)	 	Determination of Rate of Interest and Calculation of Interest Amounts





The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Indexed
Interest Notes, will, at or as soon as practicable after each time at which the Rate of Interest is
to be determined, determine the Rate of Interest for the relevant Interest Period Subject to any
Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Final Terms. In
the case of Indexed Interest Notes, the Calculation Agent will notify the Agent of the Rate of
Interest for the relevant Interest Period as soon as practicable after calculating the same.



The Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating
Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of
Interest to:




	 	(A)	 	in the case of Floating Rate Notes or Index Linked Interest Notes which are
represented by a Global Note, the aggregate outstanding nominal amount of the Notes
represented by such Global Note (or, if they are Partly Paid Notes, the aggregate
amount paid up); or
	 
	 	(B)	 	in the case of Floating Rate Notes or Index Linked Interest Notes in
definitive form, the Calculation Amount;





and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market convention.



“Day Count Fraction” means, in respect of the calculation of an amount of interest for any Interest
Period:




(i) if “Actual/Actual (ISDA)” is specified in the applicable Final Terms, the actual number
of days in the Interest Period divided by 365 (or, if any portion of that Interest Period
falls in a leap year, the sum of (A) the actual number of days in that portion of the
Interest Period falling in a leap year divided by 366 and (B) the actual number of days in
that portion of the Interest Period falling in a non-leap year divided by 365);



Page 50









 






(ii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number
of days in the Interest Period divided by 365;




(iii) if “Actual/360” is specified in the applicable Final Terms, the actual number of days
in the Interest Period divided by 360;




(iv) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the
number of days in the Interest Period divided by 360, calculated on a formula basis as
follows:



	 	 	 
	

	 	






where:




“Y1” is the year, expressed as a number, in which the first day of the Interest Period
falls;




“Y2” is the year, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;




“M1” is the calendar month, expressed as a number, in which the first day of the Interest
Period falls;




“M2” is the calendar month, expressed as a number, in which the day immediately following
the last day of the Interest Period falls;




“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such
number is 31, in which case D1 will be 30; and




“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Interest Period, unless such number would be 31 and D1 is greater than 29,
in which case D2 will be 30;




	 	(v)	 	if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms,
the number of days in the Interest Period divided by 360, calculated on a formula
basis as follows:





	 	 	 
	 

	 	






where:




“Y1” is the year, expressed as a number, in which the first day of the Interest Period
falls;




“Y2” is the year, expressed as a number, in which the day immediately following the last
day of the Interest Period falls;



Page 51









 






“M1” is the calendar month, expressed as a number, in which the first day of the Interest
Period falls;




“M2” is the calendar month, expressed as a number, in which the day immediately following
the last day of the Interest Period falls;




“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such
number would be 31, in which case D1 will be 30; and




“D2” is the calendar day, expressed as a number, immediately following the last day
included in the Interest Period, unless such number would be 31, in which case D2 will be
30;




	(v)	 	Notification of Rate of Interest and Interest Amounts





The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the
relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the
relevant Floating Rate Notes or Indexed Interest Notes are for the time being listed and notice
thereof to be published in accordance with Condition 13 as soon as possible after their
determination but in no event later than the fourth business day in London thereafter. Each
Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without prior notice in the event of an
extension or shortening of the Interest Period. Any such amendment will be promptly notified to
each stock exchange on which the relevant Floating Rate Notes or Indexed Interest Notes are for the
time being listed and to the Noteholders in accordance with
Condition 13.




	(vi)	 	Certificates to be Final





All certificates, communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions of this Condition 4(b),
whether by the Agent or, if applicable, the Calculation Agent, shall (in the absence of negligence,
wilful misconduct, bad faith or manifest error) be binding on the Issuer, the Agent, the
Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and
Couponholders and (in the absence as aforesaid) no liability to the Issuer, the Noteholders, the
Receiptholders or the Couponholders shall attach to the Agent or the Calculation Agent (if
applicable) in connection with the exercise or non-exercise by it of its powers, duties and
discretions pursuant to such provisions.




	(c)	 	Dual Currency Notes





In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by
reference to an exchange rate, the rate or amount of interest payable shall be determined in the
manner specified in the applicable Final Terms.



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	(d)	 	Partly Paid Notes





In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes),
interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as
specified in the applicable Final Terms.




	(e)	 	Accrual of Interest





Each Note (or in the case of the redemption of part only of a Note, that part only of such Note)
will cease to bear interest (if any) from the date for its redemption unless, upon due presentation
thereof, payment of principal is improperly withheld or refused. In such event, interest will
continue to accrue until whichever is the earlier of:




(1) the date on which all amounts due in respect of such Note have been paid; and




(2) five days after the date on which the full amount of the moneys payable has been
received by the Agent and notice to that effect has been given in accordance with Condition
13 or individually.




	5.	 	Payments
	 
	(a)	 	Method of Payment
	 
	 	 	Subject as provided below:






	 	(i)	 	payments in a Specified Currency other than euro will be made by transfer to
an account in the relevant Specified Currency maintained by the payee with, or by a
cheque in such Specified Currency drawn on, a bank (which, in the case of a payment in
Japanese Yen to a non-resident of Japan, shall be an authorised foreign exchange bank)
in the principal financial centre of the country of such Specified Currency (which, if
the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney
or Auckland, respectively); and
	 
	 	(ii)	 	payments in euro will be made by credit or transfer to an euro account (or
any other amount to which euro may be credited or transferred) specified by the payee
or, at the option of the payee, by a euro cheque.





Payments will be subject in all cases to any fiscal or other laws and regulations applicable
thereto in the place of payment, but without prejudice to the provisions of Condition 7.



Subject to the final paragraph of Condition 5(b) below, no payment on any Note or Coupon will be
made at any office of a Paying Agent or any other agency maintained by the Issuer in the United
States (as defined in Condition 7) nor will any payment be made by any transfer to an account in,
or by mail to an address in, the United States.



Page 53









 






	(b)	 	Presentation of Notes, Receipts and Coupons





Payments of principal in respect of definitive Notes will (subject as provided below) be made in
the manner provided in paragraph (a) above only against surrender of Receipts and definitive Notes,
and payments of interest in respect of definitive Notes will (subject as provided below) be made as
aforesaid only against surrender of Coupons, in each case at the specified office of any Paying
Agent outside the United States.



Payments of instalments of principal (if any), other than the final instalment, will (subject as
provided below) be made in the manner provided in paragraph (a) above against surrender of the
relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph
(a) above only against surrender of the relevant Note. Each Receipt must be presented for payment
of the relevant instalment together with the definitive Note to which it appertains. Receipts
presented without the definitive Note to which they appertain do not constitute valid obligations
of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured
Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall
be made in respect thereof.



Fixed Rate Notes in definitive form (other than Dual Currency Notes or Indexed Redemption Amount
Notes) should be presented for payment together with all unmatured Coupons appertaining thereto
(which expression shall for this purpose include Coupons falling to be issued on exchange of mature
Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not
being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum
so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of
principal so deducted will be paid in the manner mentioned above against surrender of the relative
missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in
Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become
void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise
have become due, but in no event thereafter.



Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured
Talons (if any) appertaining thereto will become void and no further Coupons will be issued in
respect thereof.



Upon the date on which any Floating Rate Note, Dual Currency Note or Indexed Note in definitive
form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or
not attached) shall become void and no payment or, as the case may be, exchange for further Coupons
shall be made in respect thereof.



If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if
any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or,
as the case may be, the Interest Commencement Date shall be payable only against surrender of the
relevant definitive Note.



Payments of principal and interest (if any) in respect of Notes represented by any global Note will
(subject as provided below) be made in the manner specified above



Page 54









 







in relation to definitive Notes and otherwise in the manner specified in the relevant global Note
against presentation or surrender, as the case may be, of such global Note at the specified office
of any Paying Agent outside the United States. A record of each payment made against presentation
or surrender of such global Note, distinguishing between any payment of principal and any payment
of interest, will be made on such global Note by such Paying Agent and such record shall be prima
facie evidence that the payment in question has been made.



The holder of a global Note shall be the only person entitled to receive payments in respect of
Notes represented by such global Note and the Issuer will be discharged by payment to, or to the
order of, the holder of such global Note in respect of each amount so paid. Each of the persons
shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a
particular nominal amount of Notes represented by such global Note must look solely to Euroclear or
Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer
to, or to the order of, the holder of such global Note. No person other than the holder of such
global Note shall have any claim against the Issuer in respect of any payments due on that global
Note.



Notwithstanding the foregoing, U.S. dollar payments of principal and interest in respect of the
Notes will be made at the specified office of a Paying Agent in the United States if:




	 	(i)	 	the Issuer has appointed Paying Agents with specified offices outside the
United States with the reasonable expectation that such Paying Agents would be able to
make payment in U.S. dollars at such specified offices outside the United States of
the full amount of principal and interest on the Notes in the manner provided above
when due;
	 
	 	(ii)	 	payment of the full amount of such principal and interest at all such
specified offices outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions on the full payment or receipt of
principal and interest in U.S. dollars; and
	 
	 	(iii)	 	such payment is then permitted under United States law without involving, in
the opinion of the Issuer, any adverse tax consequence to the Issuer.






	(c)	 	Payment Day





If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment
Day, the holder thereof shall not be entitled to payment until the next following Payment Day in
the relevant place and shall not be entitled to further interest or other payment in respect of
such delay. For these purposes, “Payment Day” means any day which is both:




	 	(i)	 	a day on which commercial banks and foreign exchange markets settle payments
in the relevant place of presentation; and




Page 55









 






	 	(ii)	 	a Business Day (as defined in Condition 4(b)(i)).






	(d)	 	Interpretation of Principal and Interest





Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to
include, as applicable:




	 	(i)	 	any additional amounts which may be payable with respect to principal under
Condition 7;
	 
	 	(ii)	 	the Final Redemption Amount of the Notes;
	 
	 	(iii)	 	the Early Redemption Amount of the Notes;
	 
	 	(iv)	 	the Optional Redemption Amount(s) (if any) of the Notes;
	 
	 	(v)	 	in relation to Notes redeemable in instalments, the Instalment Amounts;
	 
	 	(vi)	 	in relation to Zero Coupon Notes, the Amortised Face Amount; and
	 
	 	(vii)	 	any premium and any other amounts which may be payable by the Issuer under
or in respect of the Notes.





Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to
include, as applicable, any additional amounts which may be payable with respect to interest under
Condition 7.




	6.	 	Redemption and Purchase
	 
	(a)	 	At Maturity





Unless previously redeemed or purchased and cancelled as specified below, each Note will be
redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner
specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.




	(b)	 	Redemption for Tax Reasons
	 
	(i)	 	If as a result of:






	 	(I)	 	any actual or proposed change in or amendment to the laws (or any regulations
or rulings promulgated thereunder) of the United States or any political subdivision
or taxing authority thereof or therein, or any change in the application, official
interpretation or enforcement of such laws, regulations or rulings;
	 
	 	(II)	 	any action taken by a taxing authority which action is generally applied or
is taken with respect of the Issuer;




Page 56









 






	 	(III)	 	a decision rendered by a court of competent jurisdiction in the United
States or any political subdivision thereof, whether or not such decision was rendered
with respect to the Issuer; or
	 
	 	(IV)	 	a technical advice memorandum or letter ruling, or other administrative
pronouncement issued by the United States Internal Revenue Service on substantially
the same facts as those pertaining to the Issuer,





which change, amendment, action, decision, memorandum, letter ruling or pronouncement becomes
effective or issued on or after the Issue Date of the first Tranche of the Notes (such laws,
regulations, rulings, actions, decisions, memoranda, letter rulings or pronouncements being
hereinafter collectively referred to as “United States Law”), there is a substantial likelihood
that the Issuer on the occasion of the next payment due in respect of the Notes (in accordance with
Condition 5) will be required to pay any additional amounts (as defined in Condition 7, the
“Additional Amounts”), and such obligation cannot be avoided by the Issuer taking, in the view of
the Issuer, reasonable measures available to it that require no material cost to the Issuer, the
Issuer may at its option redeem such Notes in whole, but not in part, at any time (in the case of
Notes other than Floating Rate Notes or Indexed Interest Notes) or on any Interest Payment Date (in
the case of Floating Rate Notes or Indexed Interest Notes). Notice of such redemption of the Notes
will be given to the holders of the Notes not more than 60 nor less than 30 days prior to the date
fixed for redemption by publication in accordance with Condition 13.




	(ii)	 	Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption
Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to
(but excluding) the date of redemption.
	 
	(c)	 	Redemption at the Option of the Issuer





If the Issuer is specified in the applicable Final Terms as having an option to redeem, the Issuer
may, having given:




	 	(i)	 	not less than 30 nor more than 60 days’ notice to the Noteholders in
accordance with Condition 13; and
	 
	 	(ii)	 	not less than 15 days before the giving of the notice referred to in (i),
notice to the Agent;





(which notices shall be irrevocable), redeem all or some only of the Notes then outstanding on the
Optional Redemption Date(s) and at the Optional Redemption Amount(s) specified in, or determined in
the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued
to (but excluding) the Optional Redemption Date(s). Any such redemption must be of a nominal amount
equal to the Minimum Redemption Amount or a Higher Redemption Amount, both as indicated in the
applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed
(“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes represented
by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg
(to be reflected in the records of



Page 57









 







Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at
their discretion), in the case of Redeemed Notes represented by a global Note, not more than 60
days prior to the date fixed for redemption (such date of selection being hereinafter called the
“Selection Date”). In the case of Redeemed Notes represented by definitive Notes, a list of the
serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less
than 30 days prior to the date fixed for redemption. No exchange of the relevant global Note will
be permitted during the period from (and including) the Selection Date to (and including) the date
fixed for redemption pursuant to this sub-paragraph (c) and notice to that effect shall be given by
the Issuer to the Noteholders in accordance with Condition 13 at least 10 days prior to the
Selection Date.




	(d)	 	Redemption at the Option of the Noteholders





If the Noteholders are specified in the applicable Final Terms as having an option to redeem, upon
the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 30 nor
more than 60 days’ notice (which notice shall be irrevocable) or such other period of notice as is
specified in the applicable Final Terms, the Issuer will upon the expiry of such notice redeem,
subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole
(but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount
specified in, or determined in the manner specified in, the applicable Final Terms together, if
appropriate, with interest accrued to (but excluding) the Optional Redemption Date. It may be that
before an Investor Put can be exercised, certain conditions and/or circumstances will need to be
satisfied. Where relevant, the provisions will be set out in the applicable Final Terms.



If the Note is in definitive form, to exercise the right to require redemption of the Note the
holder of the Note must deliver such Note at the specified office outside the United States of any
Paying Agent at any time during normal business hours of such Paying Agent falling within the
notice period, accompanied by a duly completed and signed notice of exercise in the form (for the
time being current) obtainable from any specified office of any Paying Agent (a “Put Notice”) and
in which the holder must specify a bank account (or, if payment is by cheque, an address) to which
payment is to be made under this Condition.



Any Put Notice given by a holder of any Note pursuant to this sub-paragraph (d) shall be
irrevocable except where prior to the due date of redemption an Event of Default shall have
occurred and be continuing in which event such holder, at its option, may elect by notice to the
Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note
forthwith due and payable pursuant to Condition 9.




	(e)	 	Early Redemption Amounts





For the purpose of paragraph (b) above and Condition 9, the Notes will be redeemed at the Early
Redemption Amount calculated as follows:




(i) in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the
Final Redemption Amount thereof; or



Page 58









 






(ii) in the case of Notes (other than Zero Coupon Notes but including Instalment Notes and
Partly Paid Notes) with a Final Redemption Amount which is or may be less or greater than
the Issue Price or which is payable in a Specified Currency other than that in which the
Notes are denominated, at the amount specified in, or determined in the manner specified
in, the applicable Final Terms or, if no such amount or manner is so specified in the Final
Terms, at their nominal amount; or




(iii) in the case of Zero Coupon Notes, at an amount (the “Amortised Face Amount”) equal to
the product of:




	 	(A)	 	the Reference Price; and
	 
	 	(B)	 	the sum of the figure 1 and the Accrual Yield, raised to
the power of x, where “x” is a fraction the numerator of which is equal to
the number of days (calculated on the basis of a 360-day year consisting of
12 months of 360 days each) from (and including) the Issue Date of the first
Tranche of the Notes to (but excluding) the date fixed for redemption or (as
the case may be) the date upon which such Note becomes due and repayable and
the denominator of which is 360.





Where such calculation is to be made for a period which is not a whole number of years, it shall be
made on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an
incomplete month, the actual number of days elapsed or such other calculation basis as may be
specified in the applicable Final Terms.




	(f)	 	Instalments





If the Notes are repayable in instalments, they will be redeemed in the Instalment Amounts and on
the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be
determined pursuant to paragraph (e) above.




	(g)	 	Partly Paid Notes





If the Notes are Partly Paid Notes, they will be redeemed, whether at maturity, early redemption or
otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.




	(h)	 	Purchases





The Issuer or any of its subsidiaries may at any time purchase Notes (provided that, in the case of
definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased
therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold
or, at the option of the Issuer, surrendered to any Paying Agent for cancellation.



Page 59









 






	(i)	 	Cancellation





All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts and
Coupons attached thereto or surrendered therewith at the time of redemption). All Notes so
cancelled and the Notes purchased and cancelled pursuant to sub-paragraph (h) above (together with
all unmatured Receipts and Coupons cancelled therewith) shall be forwarded to the Agent and cannot
be reissued or resold.




	(j)	 	Late Payment on Zero Coupon Notes





If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note
pursuant to sub-paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as
provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect
of such Zero Coupon Note shall be the amount calculated as provided in sub-paragraph (e) (iii)
above as though the references therein to the date fixed for the redemption or the date upon which
such Zero Coupon Note becomes due and payable were replaced by references to the date which is the
earlier of:





	 	(i)	 	the date on which all amounts due in respect of such Zero Coupon Note have been paid; and








	 	(ii)	 	five days after the date on which the full amount of the moneys payable has
been received by the Agent and notice to that effect has been given to the Noteholder
either in accordance with Condition 13 or individually.






	7.	 	Taxation





The Issuer will, subject to the exceptions and limitations set forth below, pay such Additional
Amounts as are necessary in order that the net payment by the Issuer or any Paying Agent of the
principal of and interest (made in accordance with Condition 5) (including any discount) on a Note
or Coupon to a holder who is a United States Alien (as such term is defined below), after deduction
or withholding for or on account of any present or future tax, assessment or governmental charge of
the United States (as such term is defined below), or a political subdivision or authority thereof
or therein, imposed by withholding with respect to the payment, will not be less than the amount
provided for in such Note or such Coupon to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply to:




	 	(i)	 	any tax, assessment or governmental charge that would not have been so
imposed but for the existence of any present or former connection between such holder
(or between a fiduciary, settlor, beneficiary, member or shareholder of, or holder of
power over, such holder, if such holder is an estate, trust, partnership or
corporation) and the United States, including, without limitation, such holder (or
fiduciary, settlor, beneficiary, member, shareholder or holder of a power):




Page 60









 












	 	(A)	 	being or having been present or engaged in a trade or
business in the United States or having or having had a permanent
establishment therein; or
	 
	 	(B)	 	having a current or former relationship with the United
States, including a relationship as a citizen or resident or being treated as
a resident thereof; or
	 
	 	(C)	 	being or having been a personal holding company, a
controlled foreign corporation, a passive foreign investment company, a
corporation that has accumulated earnings to avoid United States federal
income tax or a private foundation or other tax-exempt organisation; or






	 	(ii)	 	any holder that is or has been an actual or a constructive “10-per-cent.
shareholder” of the Issuer as defined in Section 871(h)(3) of the Code, a bank
receiving interest described under Section 881(c)(3)(A) of the Code or a direct or
indirect subsidiary of the Issuer; or
	 
	 	(iii)	 	any holder who is a fiduciary or partnership or other than the sole
beneficial owner of the Note or Coupon, but only to the extent that a beneficiary or
settlor with respect to such fiduciary or member of such partnership or a beneficial
owner of the Note or Coupon would not have been entitled to the payment of an
additional amount had such beneficiary, settlor, member or beneficial owner been the
holder of such Note or Coupon; or
	 
	 	(iv)	 	any tax, assessment or governmental charge that would not have been imposed
or withheld but for the failure of the holder, if required, to comply with
certification, identification or information reporting requirements under United
States income tax laws, without regard to any tax treaty, with respect to the payment,
concerning the nationality, residence, identity or connection with the United States
of the holder or a beneficial owner of such Note or Coupon, if such compliance is
required by United States income tax laws, without regard to any tax treaty, as a
precondition to relief or exemption from such tax, assessment or governmental charge;
or
	 
	 	(v)	 	any tax, assessment or governmental charge that would not have been so
imposed or withheld but for the presentation by the holder of such Note or Coupon for
payment on a date more than 30 days after the Relevant Date; or
	 
	 	(vi)	 	any estate, inheritance, gift, sales, transfer, excise, wealth or personal
property tax or any similar tax, assessment or governmental charge; or
	 
	 	(vii)	 	any tax, assessment or governmental charge that is (a) payable otherwise
than by withholding by the Issuer or a Paying Agent from the payment of the principal
of or interest on such Note or Coupon or (b) required to be withheld by any Paying
Agent from any such




Page 61









 






	 	 	 	payment if such payment can be made without such withholding by any other Paying
Agent; or
	 
	 	(viii)	 	any withholding or deduction that is imposed on a payment to an individual and is
required to be made pursuant to European Council Directive 2003/48/EC on the taxation
of savings income or any law implementing or complying with, or introduced in order to
conform to, such Directive; or
	 
	 	(ix)	 	any Note or Coupon presented for payment by or on behalf of a holder who
would have been able to avoid such withholding or deduction by presenting the relevant
Note or Coupon to another Paying Agent in a Member State of the EU; or
	 
	 	(x)	 	any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix).





As used with this Condition, “United States” means the United States of America (including the
States and the District of Columbia), the Commonwealth of Puerto Rico and each possession of the
United States of America and place subject to its jurisdiction and “United States Alien” means any
person that is for United States federal income tax purposes (A) a foreign corporation, (B) a
foreign partnership one or more of the members of which is, for United States federal income tax
purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust, (C) a non-resident alien individual or (D) a non-resident alien
fiduciary of a foreign estate or trust.



As used herein, the “Relevant Date” means the date on which such payment first becomes due, except
that, if the full amount of the moneys payable has not been duly received by the Agent on or prior
to such due date, it means the date on which the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.




	8.	 	Prescription





The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10
years (in the case of principal) and five years (in the case of interest) after the Relevant Date
(as defined in Condition 7) therefor.



There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim
for payment in respect of which would be void pursuant to this Condition or Condition 5(b) or any
Talon which would be void pursuant to Condition 5(b).




	9.	 	Events of Default





If any one or more of the following events (each an “Event of Default”) shall have occurred and be
continuing:



Page 62









 






	 	(i)	 	default in the payment of any interest on any Note when it becomes due and
payable, and continuance of such default for a period of 30 days; or
	 
	 	(ii)	 	default in the payment of the principal amount of (or premium, if any, on)
any Note as and when the same shall become due by the terms of the Note and
continuance of such default for a period of 7 days; or
	 
	 	(iii)	 	default in the performance or breach of any covenant, warranty or other
obligation of the Issuer in respect of the Notes (other than a covenant or warranty in
respect of the Notes a default in the performance of which or the breach of which is
elsewhere in this Condition specifically dealt with), and continuance of such default
or breach for a period of 90 days after there has been given, by registered or
certified mail, to the Issuer by the Noteholder a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or
	 
	 	(iv)	 	the entry of an order for relief against the Issuer under the Federal
Bankruptcy Code of the United States (11 U.S.C. § 1 et seq.) (the “U.S. Bankruptcy
Code”) by a court of competent jurisdiction or a decree or order by a court of
competent jurisdiction adjudging the Issuer bankrupt or insolvent under any other
applicable United States law, or the entry of a decree or order approving as properly
filed a petition seeking reorganisation, arrangement, adjustment or composition of or
in respect of the Issuer under the U.S. Bankruptcy Code or any other applicable United
States law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Issuer or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 90 consecutive days; or
	 
	 	(v)	 	the consent by the Issuer to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganisation or relief under the U.S. Bankruptcy Code or any other applicable United
States law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Issuer or of any substantial part of its property, or the
making by it of a general assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Issuer in furtherance of any such action,





then any Noteholder may, by written notice to the Issuer at the specified office of the Agent,
effective upon the date of receipt thereof by the Agent, declare the Note held by the holder to be
forthwith due and payable whereupon the same shall become forthwith due and payable at the Early
Redemption Amount (as defined in Condition



Page 63









 





6(e)), together with accrued interest (if any) to the date of repayment, without presentment,
demand, protest or other notice of any kind.



A default under any indebtedness of the Issuer other than the Notes will not constitute an Event of
Default, and a default under one Series of Notes will not constitute a default under any other
Series of Notes. No declaration of acceleration by the Noteholders with respect to any Series of
Notes shall constitute a declaration of acceleration with respect to any other Series of Notes.




	10.	 	Replacement of Notes, Receipts, Coupons and Talons





Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may
be replaced at the specified office of the Replacement Agent upon payment by the claimant of such
costs and expenses as may be incurred in connection therewith and on such terms as to evidence and
indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or
Talons must be surrendered before replacements will be issued.




	11.	 	Agent and Paying Agents





The names of the initial Agent and the other initial Paying Agents and their initial specified
offices are set out below.



The Issuer is entitled to vary or terminate the appointment of any Paying Agent and/or additional
or other Paying Agents and/or approve any change in the specified office through which any Paying
Agent acts, provided that:




	 	(i)	 	so long as the Notes are listed on any stock exchange, there will at all
times be a Paying Agent with a specified office in such place as may be required by
the rules and regulations of the relevant stock exchange or competent authority;
	 
	 	(ii)	 	there will at all times be a Paying Agent with a specified office in a city
in continental Europe;
	 
	 	(iii)	 	there will at all times be an Agent; and
	 
	 	(iv)	 	the Issuer will ensure that it maintains a Paying Agent in a European Union
Member State (if any) that is not obliged to deduct tax pursuant to European Council
Directive 2003/48/EC or any law implementing or complying with, or introduced in order
to conform to, such Directive.





In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New
York City in the circumstances described in the final paragraph of Condition 5(b). Any variation,
termination, appointment or change shall only take effect (other than in the case of insolvency,
when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice
thereof shall have been given to the Noteholders in accordance with Condition 13.



Page 64









 






	12.	 	Exchange of Talons





On and after the Fixed Interest Date or the Interest Payment Date, as appropriate, on which the
final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon
sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange
for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and
including) the final date for the payment of interest due in respect of the Note to which it
appertains) a further Talon, subject to the provisions of Condition 8. Each Talon shall, for the
purposes of these Terms and Conditions, be deemed to mature on the Fixed Interest Date or the
Interest Payment Date (as the case may be) on which the final Coupon comprised in the relative
Coupon sheet matures.




	13.	 	Notices





All notices regarding the Notes shall be published in a leading English language daily newspaper of
general circulation in London. It is expected that such publication will be made in the Financial
Times in London. The Issuer shall also ensure that notices are duly published in a manner which
complies with the rules and regulations of any stock exchange (or other relevant authority) on
which the Notes are for the time being listed or by which they have been admitted to trading. Any
such notice will be deemed to have been given on the date of the first publication in both such
newspapers.



Until such time as any definitive Notes are issued, there may (provided that, in the case of Notes
listed on a stock exchange, the stock exchange agrees), so long as the global Note(s) is or are
held in its/their entirety on behalf of Euroclear and Clearstream, Luxembourg, be substituted for
such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and
Clearstream, Luxembourg for communication by them to the holders of the Notes. Any such notice
shall be deemed to have been given to the holders of the Notes on the seventh day after the day on
which said notice was given to Euroclear and Clearstream, Luxembourg.



Notices to be given by any holder of the Notes shall be in writing and given by lodging the same,
together with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented
by a global Note, such notice may be given by any holder of a Note to the Agent via Euroclear
and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear
and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.




	14.	 	Meetings of Noteholders, Modification and Waiver





The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any
matter affecting their interests, including the sanctioning by Extraordinary Resolution of a
modification of the Notes, the Receipts, the Coupons or any of the provisions of the Agency
Agreement. Such a meeting may be convened by the Issuer or Noteholders holding not less than five
per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at
any such meeting for passing an Extraordinary Resolution is one or more persons holding or
representing not less than 50 per cent. in nominal amount of the Notes for the time



Page 65









 







being outstanding, or at any adjourned meeting one or more persons being or representing
Noteholders whatever the nominal amount of the Notes so held or represented, except that at any
meeting the business of which includes the modification of certain provisions of the Notes,
Receipts or Coupons (including modifying the date of maturity of the Notes or any date for payment
of interest thereof, reducing or cancelling the amount of principal or the rate of interest payable
in respect of the Notes or altering the currency of payment of the Notes, Receipts or Coupons), the
quorum shall be one or more persons holding or representing not less than 75 per cent. in nominal
amount of the Notes for the time being remaining outstanding, or at any adjourned such meeting one
or more persons holding or representing a clear majority in nominal amount of the Notes for the
time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall
be binding on all the Noteholders, whether or not they are present at the meeting, and on all
Receiptholders and Couponholders.



The Agent and the Issuer may agree, without the consent of the Noteholders, Receiptholders or
Couponholders, to:




	 	(i)	 	any modification (except as mentioned above) of the Agency Agreement which is
not prejudicial to the interests of the Noteholders; or
	 
	 	(ii)	 	any modification of the Notes, the Receipts, the Coupons or the Agency
Agreement which is of a formal, minor or technical nature or is made to correct a
manifest error or to comply with mandatory provisions of the law of the jurisdiction
in which the Issuer is incorporated.





Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders
and any such modification shall be notified to the Noteholders in accordance with Condition 13 as
soon as practicable thereafter.




	15.	 	Further Issues





The Issuer shall be at liberty from time to time without the consent of the Noteholders,
Receiptholders or Couponholders to create and issue further notes having terms and conditions the
same as the Notes or the same in all respects save for the amount and date of the first payment of
interest thereon and so that the same shall be consolidated and form a single Series with the
outstanding Notes; provided that such consolidation can only occur upon (i) exchange of interests
in a temporary global Note for interests in a permanent global Note or definitive Notes and (ii)
certification of non-U.S. beneficial ownership.




	16.	 	Redenomination of the Notes into euro
	 
	(a)	 	Contractual Right of Redenomination





The Issuer, may, without the consent of the Noteholders, by giving a redenomination notice pursuant
to sub-paragraph (c) of this Condition 16, with effect from a date to be determined by the Issuer
(the “Redenomination Date”, which shall be an Interest



Page 66









 





Payment Date, unless specified otherwise in the Final Terms), redenominate into euro all, but not
some only, of the Notes, provided that the Specified Currency is the official currency of a
participating member state of European Economic and Monetary Union on the Redenomination Date.
Simultaneously, the Issuer may alter the Specified Denomination(s) of the Notes and adjust the
provisions regarding the Day Count Fraction, the Reference Rate (where applicable) and the Business
Day definition to the existing or anticipated market practice.




	(b)	 	Amendment of Conditions





The redenomination and any additional measures which may be taken in this connection will, to the
extent not governed by mandatory laws or regulations, occur by way of an amendment to the
Conditions as the Issuer may determine in its reasonable discretion, taking into account the
interests of the Noteholders. Any conversion of the principal amount of each Note into euro shall
be made in accordance with existing or anticipated market practice and, if consistent therewith,
may be made by (i) converting the principal amount of each Note into euro by using the fixed
conversion rate between the Specified Currency and the euro, and rounding the resultant figure to
the nearest 0.01 euro (with 0.005 euro being rounded upwards) and (ii) altering the Specified
Denomination(s) of the Notes to 0.01 euro if the regulations and procedures of the relevant
Clearing System(s) so permit, otherwise one euro. Upon the redenomination, all references in the
Notes to the Specified Currency will be deemed references to “euro”. This does not apply if the
Notes are Dual Currency Notes.




	(c)	 	Redenomination Notice





The redenomination notice will be given in accordance with Condition 12 at least 30 calendar days
prior to the Redenomination Date. It will:




	 	(i)	 	specify the Redenomination Date; and
	 
	 	(ii)	 	describe any amendments to the Conditions and specify the wording of the
amended or additional provisions.






	(d)	 	Statutory Right of Redenomination





To the extent that applicable provisions of law permit the Issuer to redenominate the Notes into
the euro and to take additional measures, the Issuer may exercise the rights provided by law
instead or in addition to the rights set out above.




	(e)	 	Consolidation





The Issuer reserves the right, in connection with, and as part of, the redenomination notice in
respect of any Series of Notes, without the consent of the Noteholders or Couponholders, to
consolidate such Series with other notes of the Issuer, which are, or as of the Redenomination
Date, will be, denominated in euro and have otherwise identical terms, so that the same form a
single series with the Series comprising the Notes.



Page 67









 






	17.	 	Governing Law and Submission to Jurisdiction
	 
	(a)	 	The Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and shall be
construed in accordance with, English law.
	 
	(b)	 	The Issuer agrees, for the exclusive benefit of the Paying Agents, the Noteholders, the
Receiptholders and the Couponholders that the courts of England are to have jurisdiction to
settle any disputes which may arise out of or in connection with the Agency Agreement, the
Notes, the Receipts and/or the Coupons and that accordingly any suit, action or proceedings
(together referred to as “Proceedings”) arising out of or in connection with the Agency
Agreement, the Notes, the Receipts or the Coupons may be brought in such courts. The Issuer
hereby irrevocably waives any objection which it may have now or hereafter to the laying of
the venue of any such Proceedings in any such court and any claim that any such Proceedings
have been brought in an inconvenient forum and hereby further irrevocably agrees that a
judgment in any such Proceedings brought in the English courts shall be conclusive and binding
upon it and may be enforced in the courts of any other jurisdiction. Nothing contained in this
Condition shall limit any right to take Proceedings against the Issuer in any other court of
competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. The
Issuer appoints PepsiCo International Limited at its registered office at 63 Kew Road,
Richmond, Surrey TW9 2QL, England: Attention: Division Counsel as its agent for service of
process, and undertakes that, in the event of PepsiCo International Limited ceasing so to act
or ceasing to be registered in England, it will appoint another person as its agent for
service of process in England in respect of any Proceedings. Nothing herein shall affect the
right to serve proceedings in any other manner permitted by law. The Issuer hereby irrevocably
and unconditionally waives with respect to the Agency Agreement, the Notes, the Receipts
and/or the Coupons any right to claim immunity from jurisdiction or execution and any similar
defence and irrevocably and unconditionally consents to the giving of any relief or the issue
of any process, including without limitation, the making, enforcement or execution against any
property whatsoever (irrespective of its use or intended use) of any order or judgment made or
given in connection with any Proceedings.
	 
	18.	 	Contracts (Rights of Third Parties) Act 1999





No person shall have any right to enforce any term or condition of the Notes under the Contracts
(Rights of Third Parties) Act 1999.



Page 68









 





SCHEDULE 2




FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS,

COUPONS AND TALONS




PART I




FORM OF TEMPORARY GLOBAL NOTE




Any United States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.



[By accepting this obligation, the holder represents and warrants that it is not a United
States person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in section 6049(b)(4) of
the Internal Revenue Code and the regulations thereunder).]1



PEPSICO, INC.




TEMPORARY GLOBAL NOTE




This Global Note is a Temporary Global Note in respect of a duly authorised issue of Euro Medium
Term Notes (the Notes) of PepsiCo, Inc. (the Issuer) described, and having the provisions
specified, in the Final Terms attached hereto (the Final Terms). References herein to the
Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 1 to the Agency
Agreement (as defined below) as modified and supplemented by the information set out in the Final
Terms, but in the event of any conflict between the provisions of that Schedule and the information
set out in the Final Terms, the Final Terms will prevail.



Words and expressions defined or set out in the Conditions and/or the Final Terms shall bear the
same meaning when used herein.



This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency
Agreement (the Agency Agreement, which expression shall be construed as a reference to that
agreement as the same may be amended, supplemented or restated from time to time) dated 5 August
2008 and made between the Issuer, The Bank of New York Mellon (the Agent) and the Paying Agents
named therein.



If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note,
the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time
to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme (together, the relevant





 




			
	1	 	This legend will be required for all Notes with maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers).





Page 69









 





Clearing Systems). The records of the relevant Clearing Systems (which expression in this Global
Note means the records that each relevant Clearing System holds for its customers which reflect the
amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount
of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant
Clearing System stating the nominal amount of Notes represented by this Global Note at any time
shall be conclusive evidence of the records of the relevant Clearing System at that time.



For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to
the bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the
Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal
amount of the Notes from time to time represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums payable under the Conditions, upon
presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any
of the other Paying Agents located outside the United States (except as provided in the Conditions)
from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the
requirements as to certification provided herein. On any redemption or payment of an instalment or
interest being made in respect of, or purchase and cancellation of, any of the Notes represented by
this Global Note the Issuer shall procure that:




	(i)	 	if the applicable Final Terms indicate that this Global Note is intended to be a New Global
Note, details of the payment of interest shall be entered in the records of the relevant
Clearing System, while details of redemption or purchase and cancellation (as the case may be)
shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such
entry being made, the nominal amount of the Notes recorded in the records of the relevant
Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal
amount of the Notes so redeemed or purchased and cancelled or by the aggregate amount of such
instalment so paid, or
	 
	(ii)	 	if the applicable Final Terms indicate that this Global Note is not intended to be a New
Global Note, details of such redemption, payment or purchase and cancellation (as the case may
be) shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant
space in Schedule One hereto recording any such redemption, payment or purchase and
cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any
such redemption, payment of an instalment or purchase and cancellation, as aforesaid, the
nominal amount of the Notes represented by this Global Note shall be reduced by the nominal
amount of such Notes so redeemed or purchased and cancelled or the amount of such instalment.
The nominal amount of this Global Note and of the Notes represented hereby following any such
redemption, payment of an instalment or purchase and cancellation as aforesaid or any exchange
as referred to below shall be the nominal amount most recently entered by or on behalf of the
Issuer in the relevant column in Part II, III or IV of Schedule One or in Schedule Two hereto.




Page 70









 











Prior to the Exchange Date (as defined below), all payments (if any) on this Global Note will only
be made to the bearer hereof to the extent that there is presented to the Agent by Clearstream
Banking, société anonyme (Clearstream, Luxembourg) or Euroclear Bank S.A./N.V. (Euroclear) a
certificate to the effect that it has received from or in respect of a person entitled to a
beneficial interest in a particular nominal amount of the Notes represented by this Global Note (as
shown by its records) a certificate of non-US beneficial ownership in the form required by the
Issuer. The bearer of this Global Note will not be entitled to receive any payment of interest
hereon due on or after the Exchange Date, unless exchange is improperly withheld or refused.



On or after the date (the Exchange Date) which is 40 days after the Issue Date, this Global Note
may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either
(i) security printed Definitive Notes and (if applicable) Coupons, Receipts and Talons in the form
set out in Parts III, IV, V and VI respectively of Schedule 2 to the Agency Agreement (on the basis
that all the appropriate details have been included on the face of such Definitive Notes and (if
applicable) Coupons, Receipts and Talons and the Final Terms (or the relevant provisions of the
Final Terms) have been either endorsed on or attached to such Definitive Notes)) or, (ii) if the
applicable Final Terms indicate that this Global Note is intended to be a New Global Note,
interests recorded in the records of the relevant Clearing Systems in a Permanent Global Note, or,
if the applicable Final Terms indicate that this Global Note is not intended to be a New Global
Note, a Permanent Global Note, which is in or substantially in the form set out in Part II of
Schedule 2 to the Agency Agreement (together with the Final Terms attached thereto) upon notice
being given by Euroclear and/or Clearstream acting on the instructions of any holder of an interest
in this Global Note.



If Definitive Notes and (if applicable) Coupons, Receipts and/or Talons have already been issued in
exchange for all the Notes represented for the time being by the Permanent Global Note, then this
Global Note may only thereafter be exchanged for Definitive Notes and (if applicable) Coupons,
Receipts and/or Talons pursuant to the terms hereof.



This Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday)
on which banks are open for business in London. The Issuer shall procure that the Definitive Notes
or (as the case may be) the Permanent Global Note shall be issued and delivered and (in the case of
the Permanent Global Note where the applicable Final Terms indicate that this Global Note is
intended to be a New Global Note recorded in the records of the relevant Clearing System) in
exchange for only that portion of this Global Note in respect of which there shall have been
presented to the Agent by Clearstream, Luxembourg or Euroclear a certificate to the effect that it
has received from or in respect of a person entitled to a beneficial interest in a particular
nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate
of non-US beneficial ownership in the form required by the Issuer.



Page 71









 





On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the
order of the Agent. On an exchange of part only of this Global Note, the Issuer shall procure
that:




	(i)	 	if the applicable Final Terms indicate that this Global Note is intended to be a New Global
Note, details of such exchange shall be entered pro rata in the records of the relevant
Clearing Systems; or
	 
	(ii)	 	if the applicable Final Terms indicate that this Global Note is not intended to be a New
Global Note, details of such exchange shall be entered by or on behalf of the Issuer in
Schedule Two hereto and the relevant space in Schedule Two hereto recording such exchange
shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global
Note and the Notes represented by this Global Note shall be reduced by the nominal amount so
exchanged and upon any such exchange of this Global Note for a Permanent Global Note, details
of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the
Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange
shall be signed by or on behalf of the Issuer.





Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all
respect (except as otherwise provided herein) be entitled to the same benefits as if he were the
bearer of Definitive Notes and the relative Coupons, Receipts and/or Talons (if any) in the form(s)
set out in Part III, Part IV, Part V and Part VI, respectively, of Schedule 2 to the Agency
Agreement.



In the event that this Global Note (or any part hereof) has become due and repayable in accordance
with the Conditions or that the Maturity Date in respect thereof has occurred and payment in full
of the amount due has not been made to the bearer in accordance with the foregoing then, unless
within the period of 15 days commencing on the relevant due date payment in full of the amount due
in respect of this Global Note is received by the bearer in accordance with the foregoing, this
Global Note will become void at 8.00 p.m. (London time) on such fifteenth day and the bearer will
have no further rights under this Global Note (but without prejudice to the rights which the bearer
or any other person may have under an amended and restated Deed of Covenant executed by the Issuer
on 5 August 2008 in respect of the Euro Medium Term Notes issued under the Programme Agreement
pursuant to which this Global Note is issued).



This Global Note is governed by, and shall be construed in accordance with, English law.



This Global Note shall not be valid unless authenticated by the Agent and, if the applicable Final
Terms indicate that this Global Note is intended to be held in a manner which would allow
Eurosystem eligibility, effectuated by the entity appointed as common safe-keeper by the Relevant
Clearing Systems.



In Witness whereof the Issuer has caused this Global Note to be duly executed on its
behalf.




Page 72











 





PEPSICO, INC.




By:




Authorised Signatory




Authenticated without recourse,

warranty or liability by

THE BANK OF NEW YORK MELLON




By:




Authorised Signatory




Effectuated without recourse,

warranty or liability by




	 	 	 
	 

as common safekeeper

	 	 






By:




Authorised Signatory




Page 73









 








Schedule One to the Temporary Global Note




Part I




Interests Payments




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Confirmation of
	 	 	Total amount of	 	Amount of	 	payment on behalf
	Date made	 	interest payable	 	interest paid	 	of the Issuer
	 

	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





*






 




			
	*	 	Schedule One should only be completed where the applicable Final
Terms indicate that this Global Note is not intended to be a New Global Note.




Page 74









 










Part II




Payment of Instalment Amounts





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Remaining	 	 
	 	 	Total amount of	 	 	 	nominal amount	 	Confirmation of
	 	 	Instalment	 	Amount of	 	of this Global Note	 	payment on
	 	 	Amounts	 	Instalment	 	following such	 	behalf of the
	Date made	 	payable	 	Amounts Paid	 	payment*	 	Issuer
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in
Schedule Two in order to determine this amount.




Page 75









 










Part III




Redemptions




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Remaining	 	 
	 	 	 	 	 	 	nominal amount	 	Confirmation of
	 	 	Total amount of	 	 	 	of this Global Note	 	payment on
	 	 	principal	 	Amount of	 	following such	 	behalf of the
	Date made	 	payable	 	principal paid	 	redemption*	 	Issuer
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in
Schedule Two in order to determine this amount.




Page 76









 










Part IV




Purchases and Cancellations




	 	 	 	 	 	 	 
	 	 	 	 	Remaining	 	 
	 	 	 	 	nominal amount	 	Confirmation of
	 	 	Part of nominal	 	of this Global	 	purchase and
	 	 	amount of this Global	 	Note following	 	cancellation on
	 	 	Note purchased and	 	such purchase	 	behalf of the
	Date made	 	cancelled	 	and cancellation*	 	Issuer
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in
Schedule Two in order to determine this amount.




Page 77









 










Schedule Two to the Temporary Global Note*




Exchanges for Definitive Notes or Permanent Global Note




	 	 	 	 	 	 	 
	 	 	Nominal amount of	 	 	 	 
	 	 	this Global Note	 	Remaining	 	 
	 	 	exchanged for	 	nominal amount	 	 
	 	 	Definitive Notes or a	 	of this Global	 	Notation made
	 	 	Permanent Global	 	Note following	 	on behalf of the
	Date made	 	Note	 	such exchange**	 	Issuer
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 







 




			
	*	 	Schedule Two should only be completed where the applicable Final
Terms indicate that this Global Note is not intended to be a New Global
Note.
	 
	**	 	See most recent entry in Part II, III or IV of Schedule One or
in Schedule Two in order to determine this amount.




Page 78









 










PART II




FORM OF PERMANENT GLOBAL NOTE



Any United States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.



[By accepting this obligation, the holder represents and warrants that it is not a United
States person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in section 6049(b)(4) of
the Internal Revenue Code and the regulations thereunder).]1




PEPSICO, INC.




PERMANENT GLOBAL NOTE



This Global Note is a Permanent Global Note in respect of a duly authorised Series of Euro Medium
Term Notes (the Notes) of PepsiCo, Inc. (the Issuer) described, and having the provisions
specified, in the Final Terms or Final Terms attached hereto (together the Final Terms). Notes
will only be issued initially in respect of any Tranche of Notes in permanent global form where no
certification of non-United States beneficial ownership is required by U.S. Treasury Regulations.
References herein to the Conditions shall be to the Terms and Conditions of the Notes as set out in
Schedule 1 to the Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Final Terms, but in the event of any conflict between the provisions of
that Schedule and the information set out in the Final Terms, the Final Terms will prevail.



Words and expressions defined or set out in the Conditions and/or the Final Terms shall bear the
same meaning when used herein.



This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency
Agreement (the Agency Agreement, which expression shall be construed as a reference to that
agreement as the same may be amended, supplemented or restated from time to time) dated 5 August
2008 and made between the Issuer, The Bank of New York Mellon (the Agent) and the Paying Agents
named therein.



If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note,
the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time
to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme (together, the relevant Clearing Systems). The records of the relevant Clearing Systems
(which expression in this Global Note means the records that each relevant Clearing System holds
for its






 




			
	1	 	This legend will be required for all Notes with maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers).




Page 79









 









customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive
evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a
statement issued by a relevant Clearing System stating the nominal amount of Notes represented by
this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing
System at that time.



For value received the issuer, subject to and in accordance with the Conditions, promises to pay to
the bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the
Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of such Notes on each such date and to pay interest (if any) on the nominal
amount of the Notes from time to time represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums payable under the Conditions, upon
presentation and, at maturity, surrender of this Global Note to or to the order of the agent at or
any of the other Paying Agents located outside the United States (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes. On any redemption
or payment of an instalment or interest being made in respect of, or purchase and cancellation of,
any of the Notes represented by this Global Note the Issuer shall procure that:



(i) if the applicable Final Terms indicate that this Global Note is intended to be a New Global
Note, details of the payment of interest and of any payment of an instalment shall be entered in
the records of the relevant Clearing System, details of redemption or purchase and cancellation (as
the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and,
upon any such entry being made, the nominal amount of the Notes recorded in the records of the
relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate
nominal amount of the Notes so redeemed or purchased and cancelled or by the aggregate amount of
such instalment so paid, or



(ii) if the applicable Final Terms indicate that this Global Note is not intended to be a New
Global Note, details of such redemption, payment or purchase and cancellation (as the case may be)
shall be entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in
Schedule One hereto recording any such redemption, payment or purchase and cancellation (as the
case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, payment of
an instalment or purchase and cancellation as aforesaid, the nominal amount of the notes
represented by this Global Note shall be reduced by the nominal amount of such Notes so redeemed or
purchased and cancelled or the amount of such instalment. The nominal amount of this Global Note
and of the Notes represented hereby following any such redemption, payment of an instalment or
purchase and cancellation as aforesaid, or any exchange as referred to below shall be the nominal
amount most recently entered by or on behalf of the Issuer in the relevant column in Part II, III
or IV of Schedule One or in Schedule Two hereto.



[On any exchange of the Temporary Global Note issued in respect of the Notes for this Global Note
or any part hereof, details of such exchange shall be entered by or on behalf of the Issuer either,
if the applicable Final Terms indicate that this Global Note


Page 80









 






is intended to be a New Global Note, as interests recorded in the records of the relevant Clearing
Systems in a Permanent Global Note, or if the applicable Final Terms indicate that this Global Note
is not ended to be a New Global Note, in Schedule Two hereto and the relevant space in Schedule Two
hereto recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal
amount of the Temporary Global Note shall be reduced and the Notes represented by this Global Note
shall be increased by the nominal amount of the Temporary Global Note so exchanged.]2



This Global Note may be exchanged (free of charge) for Definitive Notes and (if applicable)
Coupons, Receipts and/or Talons in the form set out in Part III, Part IV, Part V and Part VI
respectively, of Schedule 2 to the Agency Agreement (on the basis that all the appropriate details
have been included on the face of such Definitive Notes and (if applicable) Coupons, Receipts and
Talons and the Final Terms (or the relevant provisions of the Final Terms) have been incorporated
on such Definitive Notes) provided that the first notice referred to below given to the Agent by
Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream,
Luxembourg) shall give rise to the issue of Definitive Notes for the total amount of Notes
represented by this Global Note. Subject to at least 60 days’ written notice [expiring at least 30
days after the Exchange Date (as defined in the Temporary Global Note referred to above)]3 being
given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any
holder of any interest in this Global Note, such exchange will be made upon presentation of this
Global Note by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are
open for business in London at the office of the Agent specified above. The aggregate nominal
amount of Definitive Notes issued upon an exchange of the whole of this Global Note will be equal
to the aggregate nominal amount of Notes represented by this Global Note.



On an exchange of this Global Note, this Global Note shall be surrendered to or to the order of the
Agent.



Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all
respect be entitled to the same benefits as if he were the bearer of Definitive Notes and the
relative Coupons, Receipts and/or Talons (if any) in the forms set out in Part III, Part IV, Part V
and Part VI, respectively, of Schedule 2 to the Agency Agreement.



In the event that this Global Note (or any part hereof) has become due and repayable in accordance
with the Conditions or that the Maturity Date has occurred and payment in full of the amount due
has not been made to the bearer in accordance with the foregoing then, unless within the period of
15 days commencing on the relevant due date payment in full of the amount due in respect of this
Global Note is received by the bearer in accordance with the foregoing, this Global Note will
become void at 8.00 p.m. (London time) on such fifteenth day and the bearer will have no further
rights under this Global Note (but without prejudice to the rights which the bearer or






 




			
	2	 	Delete in the case of Notes issued initially in permanent global
form (see Final Terms item 6).
	 
	3	 	Delete in the case of Notes issued initially in permanent global
form (see Final Terms item 6).




Page 81









 









any other person may have under the amended and restated Deed of Covenant executed by the Issuer on
5 August 2008 in respect of the Euro Medium Term Notes issued under the Programme Agreement
pursuant to which this Global Note is issued).



This Global Note is governed by, and shall be construed in accordance with, English law.



This Global Note shall not be valid unless authenticated by the Agent, and, if the applicable Final
Terms indicate that this Global Note is intended to be held in a manner which would allow
Eurosystem eligibility, effectuated by the entity appointed as common safekeeper by the Relevant
Clearing Systems.



In witness whereof the Issuer has caused this Global Note to be duly executed on its
behalf.




	 	 	 	 	 
	PEPSICO, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Authorised Signatory	 	 
	 
	 	 	 	 
	Authenticated without recourse,

warranty or liability by

THE BANK OF NEW YORK MELLON	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Authorised Signatory	 	 
	 
	 	 	 	 
	Effectuated without recourse,

warranty or liability by	 	 
	 
	 	 	 	 
	 	 	 
	as common safekeeper	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 	 	 
	Authorised Signatory	 	 






Page 82









 






Schedule One to the Permanent Global Note*




Part I




Interest Repayments




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Confirmation of
	 	 	Total amount of	 	Amount of	 	payment on behalf
	Date made	 	interest payable	 	interest paid	 	of the Issuer
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 







 




			
	*	 	Schedule One should only be completed where the applicable Final
Terms indicate that this Global Note is not intended to be a New Global Note.




Page 83









 










Part II




Payment of Instalment Amounts




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Remaining	 	 
	 	 	Total	 	 	 	nominal	 	 
	 	 	amount of	 	Amount of	 	amount of this	 	Confirmation
	 	 	Instalment	 	Instalment	 	Global Note	 	of payment on
	 	 	Amounts	 	Amounts	 	following such	 	behalf of the
	Date made	 	payable	 	paid	 	payment*	 	Issuer
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in
Schedule Two in order to determine this amount.




Page 84









 










Part III




Redemptions




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Remaining	 	 
	 	 	 	 	 	 	nominal	 	 
	 	 	Total	 	 	 	amount of this	 	Confirmation
	 	 	amount of	 	Amount of	 	Global Note	 	of redemption
	 	 	principal	 	principal	 	following such	 	on behalf of
	Date made	 	payable	 	paid	 	redemption*	 	the Issuer
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in
Schedule Two in order to determine this amount.




Page 85









 










Part IV




Purchases and Cancellations




	 	 	 	 	 	 	 
	 	 	 	 	Remaining	 	 
	 	 	 	 	nominal amount	 	 
	 	 	Part of nominal	 	of this Global	 	Confirmation of
	 	 	amount of this Global	 	Note following	 	purchase and
	 	 	Note purchased and	 	such purchase	 	cancellation on behalf
	Date made	 	cancelled	 	and cancellation*	 	of the Issuer
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in
Schedule Two in order to determine this amount




Page 86









 










Schedule Two to the Permanent Global Note*




Schedule of Exchanges




     The following exchanges affecting the nominal amount of this Global Note have been made:



	 	 	 	 	 	 	 
	 	 	Nominal amount of	 	Nominal amount of	 	 
	 	 	Temporary Global	 	this Global Note	 	 
	 	 	Note exchanged for	 	exchanged for	 	Notation made on
	Date made	 	this Global Note	 	Definitive Notes	 	behalf of the Issuer
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 







 




			
	*	 	Schedule Two should only be completed where the applicable Final
Terms indicate that this Global Note is not intended to be a New Global Note.




Page 87









 










PART III




FORM OF DEFINITIVE NOTE



Any United States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.



[By accepting this obligation, the holder represents and warrants that it is not a United
States person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in section 6049(b)(4) of
the Internal Revenue Code and the regulations thereunder).]1




PEPSICO, INC.




[Specified Currency and Nominal Amount of Tranche]




EURO MEDIUM TERM NOTES DUE [Year of Maturity]



This Note is one of a duly authorised issue of Euro Medium Term Notes denominated in the Specified
Currency maturing on the Maturity Date (the Notes) of PepsiCo, Inc. (the Issuer). References
herein to the Conditions shall be to the Terms and Conditions [endorsed hereon/set out in Schedule
1 to the Agency Agreement (as defined below) which shall be incorporated by reference herein and
have effect as if set out hereon] as modified and supplemented by the Final Terms (the Final Terms)
(or the relevant provisions of the Final Terms) endorsed hereon, but in the event of any conflict
between the provisions of the Conditions and the information in the Final Terms, the Final Terms
will prevail.



This Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement
(the Agency Agreement, which expression shall be construed as a reference to that agreement as the
same may be amended, supplemented or restated from time to time) dated 5 August 2008 and made
between the Issuer, The Bank of New York Mellon (the Agent) and the Paying Agents named therein.



For value received, the Issuer, subject to and in accordance with the Conditions, promises to pay
to the bearer hereof [on each Instalment Date and] on the Maturity Date (if the Notes are
redeemable in instalments) and/or on such earlier dates) as this Note may become due and repayable
in accordance with the Conditions, the amount payable under the Conditions in respect of this Note
on each such date and to pay interest (if any) on this Note calculated and payable as provided in
the Conditions together with any other sums payable under the Conditions.



This Note shall not be validly issued unless authenticated by the Agent.






 




			
	1	 	This legend will be required for all Notes with maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers).




Page 88









 









In Witness whereof the Issuer has caused this Note to be duly executed on its behalf.




PEPSICO, INC.




By:




Authorised Signatory




Authenticated without recourse,

warranty or liability by

THE BANK OF NEW YORK MELLON




By:




Authorised Signatory




Effectuated without recourse,

warranty or liability by




	 	 	 
	 

common safekeeper

	 	 






By:




Authorised Signatory




Page 89









 








Terms and Conditions




[Terms and Conditions to be as set out in Schedule 1 to the Agency Agreement]




Final Terms




[Here to be set out text of Final Terms relating to the Notes]




Page 90









 








PART IV




FORM OF COUPON




(Face of Coupon)



Any United States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.



[By accepting this obligation, the holder represents and warrants that it is not a United
States person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in section 6049(b)(4) of
the Internal Revenue Code and the regulations thereunder).]1




PEPSICO, INC.




[Specified Currency and Nominal Amount Tranche]

notes due [Year of Maturity]




Series No. [     ]




Part A




[For Fixed Rate Notes:




	 	 	 
	This Coupon is payable to bearer,
separately negotiable and 
subject to
the Terms and Conditions of the said
Notes.

	 	Coupon for 
[          ]

due on [          ]

20[  ]






Part B




[For Floating Rate Notes or Indexed Interest Notes:




	 	 	 
	Coupon for the amount due in accordance with the Terms and
Conditions on the
said notes on the Interest Payment Date
 falling in [     ] 20[  ].

	 	Coupon due

in [          ]

20[  ]





This Coupon is payable to bearer, separately negotiable and subject to such
Terms and Conditions, under which it may become void before its due date.]



00               000000          [ISIN]          00               000000






 




			
	1	 	This legend will be required for all Notes with maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers).




Page 91









 










(Reverse of Coupon)




AGENT




The Bank of New York Mellon

One Canada Square

London E14 5AL

England




PAYING AGENTS




The Bank of New York (Luxembourg) S.A.

Aerogolf Center

1A Hoehenhof

Senningerberg L-1736

Luxembourg



and/or such other or further Agent and other or further Paying Agents and/or specified offices as
may from time to time be duly appointed by the Issuer and notice of which has been given to the
Noteholders.





Page 92









 








PART V




FORM OF RECEIPT




(On the front)



Any United States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.



[By accepting this obligation, the holder represents and warrants that it is not a United
States person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in section 6049(b)(4) of
the Internal Revenue Code and the regulations thereunder).]1




PEPSICO, INC.




[Specified Currency and Nominal Amount of Tranche]

EURO MEDIUM TERM NOTES DUE [Year of Maturity]




Series No. [          ]



Receipt for the sum of [          ] being the instalment of principal payable in accordance with
the Terms and Conditions endorsed on the Note to which this Receipt appertains (the Conditions) on
[          ].



This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon
the holder of this Receipt (whether or not it is for the time being attached to such Note) and is
payable at the specified office of the Agent or any of the Paying Agents set out on the reverse of
the Note to which this Receipt appertains (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to the Noteholders).



This Receipt must be presented for payment together with the Note to which it appertains. The
Issuer shall have no obligation in respect of any Receipt presented without the Note to which it
appertains or any unmatured Receipts.




PEPSICO, INC.




By:




Authorised Signatory






 




			
	1	 	This legend will be required for all Notes with maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers).






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PART VI




FORM OF TALON




(On the front)



Any United States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code.



[By accepting this obligation, the holder represents and warrants that it is not a United
States person (other than an exempt recipient described in section 6049(b)(4) of the
Internal Revenue Code and regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in section 6049(b)(4) of
the Internal Revenue Code and the regulations thereunder).]1




PEPSICO, INC.




[Specified Currency and Nominal Amount of Tranche]

EURO MEDIUM TERM NOTES DUE [Year of Maturity]




Series No. [          ]



On or after [          ] further Coupons [and a further Talon] appertaining to the Note to which
this Talon appertains will be issued at the specified office of the Agent or any of the Paying
Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified
offices as may from time to time be duly appointed and notified to the Noteholders) upon production
and surrender of this Talon.



This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on
the Notes to which this Talon appertains.



PEPSICO, INC.



By:



Authorised Signatory






 




			
	1	 	This legend will be required for all Notes with maturity (at
issue) of 183 days or less (including unilateral extensions and rollovers).





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(Reverse of Receipt and Talon)




AGENT




The Bank of New York Mellon

One Canada Square

London E14 5AL

England




PAYING AGENTS




The Bank of New York (Luxembourg) S.A.

Aerogolf Center

1A Hoehenhof

Senningerberg L-1736

Luxembourg



and/or such other or further Agent and other or further Paying Agents and/or specified offices as
may from time to time be duly appointed by the Issuer and notice of which has been given to the
Noteholders.




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SCHEDULE 3




FORM OF DEED OF COVENANT



THIS DEED OF COVENANT is made on 5 August 2008 by PepsiCo, Inc. (the Issuer) in favour of the
account holders specified below of Clearstream Banking, société anonyme and Euroclear Bank
S.A./N.V., and/or any other additional clearing system or systems as are specified in the Final
Terms relating to any Note (as defined below) (each a Clearing System).



WHEREAS:



(A) The Issuer has entered into a Programme Agreement (the Programme Agreement, which expression
includes the same as it may be amended or supplemented from time to time) dated 5 August 2008 with
the Dealers named therein under which the Issuer proposes from time to time to issue Euro Medium
Term Notes (the Notes).



(B) The Notes will initially be represented by, and comprised in, Temporary Global Notes (the
Temporary Global Notes) or Permanent Global Notes (the Permanent Global Notes, the Temporary Global
Notes and the Permanent Global Notes being herein together called the Global Notes) representing a
certain number of underlying Notes (the Underlying Notes). Each Underlying Note initially
represented by, and comprised in, a Temporary Global Note may be thereafter represented by a
Permanent Global Note.



(C) Each Global Note may, after issue, be deposited with a depositary or, as the case may be, the
common safekeeper, for one or more Clearing Systems (each such Clearing System or all such Clearing
Systems together, the Relevant Clearing System). Upon such deposit of a Global Note the Underlying
Notes represented by such Global Note will be credited to a securities account or securities
accounts with the Relevant Clearing System. Any account holder with the Relevant Clearing System
which has underlying Notes credited to its securities account from time to time (each a Relevant
Account Holder) will, subject to and in accordance with the terms and conditions and operating
procedures or management regulations of the Relevant Clearing System, be entitled to transfer such
Underlying Notes and (subject to and upon payment being made by the Issuer to the bearer in
accordance with the terms of the relevant Global Note) will be entitled to receive payments from
the Relevant Clearing System, as the case may be, calculated by reference to the Underlying Notes
credited to its securities account.



(D) In certain circumstances specified in each Global Note, a Global Note will become void. The
time at which a Global Note becomes void is hereinafter referred to as the Relevant Time. In such
circumstances each Relevant Account Holder will, subject to and in accordance with the terms of
this Deed, acquire against the Issuer all those rights which such Relevant Account Holder would
have had if, prior to the Global Note becoming void, duly executed and authenticated Definitive
Note(s) (as defined in the Agency Agreement) and, if the Notes are repayable in instalments,
receipts in respect thereof (the Receipts) and interest coupons (the Coupons) appertaining to the
Definitive Note(s) (if appropriate) had been issued in respect of its


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Underlying Note(s) and such Definitive Note(s), Receipts (if appropriate) and Coupons (if
appropriate) were held and beneficially owned by such Relevant Account Holder.



NOW THIS DEED WITNESSES AS FOLLOWS:



1. If any Global Note becomes void in accordance with the terms thereof the Issuer hereby
undertakes and covenants with each Relevant Account Holder (other than when any Relevant Clearing
System is an account holder of any other Relevant Clearing System) that each Relevant Account
Holder shall automatically acquire at the Relevant Time, without the need for any further action on
behalf of any person, against the Issuer all those rights which such Relevant Account Holder has
credited to its securities account with the Relevant Clearing System at the Relevant Time. The
Issuer’s obligation pursuant to this clause shall be a separate and independent obligation by
reference to each Underlying Note which a Relevant Account Holder has credited to its securities
account with the Relevant Clearing System and the Issuer agrees that a Relevant Account Holder may
assign its rights hereunder in whole or in part.



2. The records of the Relevant Clearing System shall be conclusive evidence of the identity of the
Relevant Account Holders and the number of Underlying Notes credited to the securities account of
each Relevant Account Holder. For the purposes hereof a statement issued by the Relevant Clearing
System stating:



(i) the name of the Relevant Account Holder to which such statement is issued; and



(ii) the aggregate nominal amount of Underlying Notes credited to the securities account of such
Relevant Account Holder as at the opening of business on the first day following the Relevant Time
on which the Relevant Clearing System is open for business, shall be conclusive evidence of the
records of the Relevant Clearing System at the Relevant Time.



3. In the event of a dispute, the determination of the Relevant Time by the Relevant Clearing
System (in the absence of manifest error) shall be final and conclusive for all purposes in
connection with the Relevant Account Holders with securities accounts with the Relevant Clearing
System.



4. The Issuer will, subject to the exceptions and limitations set forth below, pay such Additional
Amounts as are necessary in order that the net payment by the Issuer or any Paying Agent of the
principal of and interest (including any discount) on a Note or Coupon to a holder who is a United
States Alien (as such term is defined below), after deduction or withholding for or on account of
any present or future tax, assessment or governmental charge of the United States (as such term is
defined below), or a political subdivision or authority thereof or therein, imposed by withholding
with respect to the payment, will not be less than the amount provided for in such Note or such
Coupon to be then due and payable; provided, however, that the foregoing obligation to pay
Additional Amounts shall not apply to:




Page 97









 






	(i)	 	any tax, assessment or governmental charge that would not have been so imposed but for the
existence of any present or former connection between such holder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or holder of power over, such holder, if such
holder is an estate, trust, partnership or corporation) and the United States, including,
without limitation, such holder (or fiduciary, settlor, beneficiary, member, shareholder or
holder of a power):






	 	(A)	 	being or having been present or engaged in a trade or business in the United
States or having or having had a permanent establishment therein; or
	 
	 	(B)	 	having a current or former relationship with the United States, including a
relationship as a citizen or resident or being treated as a resident thereof; or
	 
	 	(C)	 	being or having been a personal holding company, a controlled foreign
corporation, a passive foreign investment company, a corporation that has accumulated
earnings to avoid United States federal income tax or a private foundation or other
tax-exempt organisation; or






	(ii)	 	any holder that is or has been an actual or a constructive “10-per cent. shareholder” of the
Issuer as defined in Section 871(h)(3) of the Code, a bank receiving interest described under
Section 881(c)(3)(A) of the Code or a direct or indirect subsidiary of the Issuer; or
	 
	(iii)	 	any holder who is a fiduciary or partnership or other than the sole beneficial owner of the
Note or Coupon, but only to the extent that a beneficiary or settlor with respect to such
fiduciary or member of such partnership or a beneficial owner of the Note or Coupon would not
have been entitled to the payment of an additional amount had such beneficiary, settlor,
member or beneficial owner been the holder of such Note or Coupon; or
	 
	(iv)	 	any tax, assessment or governmental charge that would not have been imposed or withheld but
for the failure of the holder, if required, to comply with certification, identification
information reporting requirements under United States income tax laws, without regard to any
tax treaty, with respect to the payment, concerning the nationality, residence, identity or
connection with the United States of the holder or a beneficial owner of such Note or Coupon,
if such compliance is required by United States income tax laws, without regard to any tax
treaty, as a precondition to relief or exemption from such tax, assessment or governmental
charge; or
	 
	(v)	 	any tax, assessment or governmental charge that would not have been so imposed or withheld
but for the presentation by the holder of such Note or Coupon for payment on a date more than
30 days after the Relevant Date; or
	 
	(vi)	 	any estate, inheritance, gift, sales, transfer, excise, wealth or personal property tax or
any similar tax, assessment or governmental charge; or





Page 98









 






	(vii)	 	any tax, assessment or governmental charge that is (a) payable otherwise than by withholding
by the Issuer or a Paying Agent from the payment of the principal of or interest on such Note
or Coupon or (b) is required to be withheld by any Paying Agent from any such payment if such
payment can be made without such withholding by any other Paying Agent; or
	 
	(viii)	 	any withholding or deduction that is imposed on a payment to an individual and is required
to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income
or any law implementing or complying with, or introduced in order to conform to, such
Directive; or
	 
	(ix)	 	any Note or Coupon presented for payment by or on behalf of a holder who would have been able
to avoid such withholding or deduction by presenting the relevant Note or Coupon to another
Paying Agent in a Member State of the EU; or
	 
	(x)	 	any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix).




As used with this paragraph, United States means the United States of America (including the States
and the District of Columbia), the Commonwealth of Puerto Rico and each possession of the United
States of America and place subject to its jurisdiction and United States Alien means any person
that is for United States federal income tax purposes (A) a foreign corporation, (B) a foreign
partnership one or more of the members of which is, for United States federal income tax purposes,
a foreign corporation, a non-resident alien fiduciary of a foreign estate or trust, (C) a
non-resident alien individual or (D) a non-resident alien fiduciary of a foreign estate or trust.



As used herein, the Relevant Date means the date on which such payment first becomes due, except
that, if the full amount of the moneys payable has not been duly received by the Agent on or prior
to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders.



5. The Issuer will pay any stamp and other duties and similar taxes, including interest and
penalties, payable on or in connection with the execution of this Deed and any action taken by any
Relevant Account Holder to enforce the provisions of this Deed.



6. The Issuer hereby warrants, represents and covenants with each Relevant Account Holder that it
has all corporate power, and has taken all necessary corporate or other steps, to enable it to
execute, deliver and perform this Deed, and that this Deed constitutes a legal, valid and binding
obligation of the Issuer enforceable in accordance with its terms subject to the laws of bankruptcy
and other laws affecting the rights of creditors generally.



7. This Deed shall take effect as a Deed Poll for the benefit of the Relevant Account Holders from
time to time and for the time being. This Deed shall be deposited with and held by the depositary
or, as the case may be, the common


Page 99









 






safekeeper for the Relevant Clearing System until all the obligations of the Issuer hereunder have
been discharged in full.



8. The Issuer hereby acknowledges the right of every Relevant Account Holder to the production of,
and the right of every Relevant Account Holder to obtain (upon payment of a reasonable charge) a
copy of, this Deed, and further acknowledges any covenants that the obligations binding upon it
contained herein are owed to, and shall be for the account of, each and every Relevant Account
Holder, and that each Relevant Account Holder shall be entitled severally to enforce the said
obligations against the Issuer.



9. This Deed is governed by, and shall be construed in accordance with, the law of England.



The Issuer hereby irrevocably agrees, for the exclusive benefit of the Paying Agents, that the
courts of England are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Deed and that accordingly any suit, action or proceedings (together referred
to as Proceedings) arising out of or in connection with this Deed may be brought in such courts.
The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying
of the venue of any such Proceedings in any such court and any claim that any such Proceedings have
been brought in an inconvenient forum and hereby further irrevocably agrees that a judgment in any
such Proceedings brought in the English courts shall be conclusive and binding upon it and may be
enforced in the courts of any other jurisdiction. Nothing contained in this Clause shall limit any
right to take Proceedings against the Issuer in any other court of competent jurisdiction, nor
shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in
any other jurisdiction, whether concurrently or not. The Issuer hereby appoints PepsiCo
International Limited at its registered office at 63 Kew Road, Richmond, Surrey, England TW9 2QL
(Attention: Division Counsel) as its agent for service of process, and undertakes that, in the
event of PepsiCo International Limited ceasing so to act or ceasing to be registered in England, it
will appoint another person, as the Agent may approve, as its agent for service of process in
England in respect of any Proceedings. Nothing herein shall affect the right to serve process in
any manner permitted by law.



10. No person shall have any right to enforce any term or condition of the Notes under the
Contracts (Rights of Third Parties) Act 1999.



IN WITNESS whereof the Issuer has caused this Deed to be duly executed the day and year first above
mentioned.




	 	 	 	 	 
	EXECUTED as a DEED under seal

	 	 	)	 
	by PEPSICO, INC.

	 	 	)	 
	and signed and delivered as a deed on

	 	 	)	 
	its behalf by

	 	 	)	 
	in the presence of:

	 	 	)	 
	 
	 	 	 	 
	Witness:
	 	 	 	 






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Name:




Address:




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SCHEDULE 4




PROVISIONS FOR MEETINGS OF NOTEHOLDERS





	1.	 	As used in this Schedule the following expressions shall have the following meanings unless
the context otherwise requires:






	 	(i)	 	voting certificate shall mean an English language certificate issued by a
Paying Agent and dated in which it is stated:






	 	(a)	 	that on the date thereof Notes (not being Notes in respect
of which a block voting instruction has been issued and is outstanding in
respect of the meeting specified in such voting certificate and any adjourned
such meeting) bearing specified serial numbers were deposited with such
Paying Agent or (to the satisfaction for such Paying Agent) were held to its
order or under its control and that no such Notes will cease to be so
deposited or held until the first to occur of:






	 	(1)	 	the conclusion of the meeting specified
in such certificate or, if applicable, any adjourned such meeting;
and
	 
	 	(2)	 	the surrender of the certificate to the
Paying Agent who issued the same; and






	 	(b)	 	that the bearer thereof is entitled to attend and vote at
such meeting and any adjourned such meeting in respect of the Notes
represented by such certificate;






	 	(ii)	 	block voting instruction shall mean an English language document issued by a
Paying Agent and dated in which:






	 	(a)	 	it is certified that Notes (not being Notes in respect of
which a voting certificate has been issued and is outstanding in respect of
the meeting specified in such block voting instruction and any adjourned such
meeting) have been deposited with such Paying Agent or (to the satisfaction
of such Paying Agent) where held to its order or under its control and that
no such Notes will cease to be so deposited or held until the first to occur
of:






	 	(1)	 	the conclusion of the meeting specified
in such document or, if applicable, any adjourned such meeting; and
	 
	 	(2)	 	the surrender to the Paying Agent not
less than 48 hours before the time for which such meeting or any
adjourned such meeting is convened on the receipt issued by such
Paying Agent in respect of each such





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	 	 	 	deposited Note which is to be released or (as the case may
require) the Note or Notes ceasing with the agreement of the
Paying Agent to be held to its order or under its control and the
giving of notice by the Paying Agent to the Issuer in accordance
with paragraph 17 hereof of the necessary amendment to the block
voting instruction;






	 	(b)	 	it is certified that each holder of such Notes has
instructed such Paying Agent that the vote(s) attributable to the Note or
Notes so deposited or held should be cast in a particular way in relation to
the resolution or resolutions to be put to such meeting or any adjourned such
meeting and that all such instructions are during the period commencing 48
hours prior to the time for which such meeting or any adjourned such meeting
is convened and ending at the conclusion or adjournment thereof neither
revocable nor capable of amendment;
	 
	 	(c)	 	the total number and the serial numbers of the Notes so
deposited or held are listed distinguishing with regard to each such
resolution between those in respect of which instructions have been given as
aforesaid that the votes attributable thereto should be cast in favour of the
resolution and those in respect of which instructions have been so given that
the votes attributable thereto should be cast against the resolution; and
	 
	 	(d)	 	one or more persons named in such document (each
hereinafter called a proxy) is or are authorised and instructed by such
Paying Agent to cast the votes attributable to the Notes so listed in
accordance with the instructions referred to in paragraph (c) above as set
out in such document.






	 	 	 	The holder of any voting certificate or the proxies named in any block voting
instruction shall for all purposes in connection with the relevant meeting or
adjourned meeting of Noteholders be deemed to be the holder of the Notes to which
such voting certificate or block voting instruction relates and the Paying Agent
with which such Notes have been deposited or the person holding the same to the
order or under the control of such Paying Agent shall be deemed for such purposes
not to be the holder of those Notes.
	 
	 	(iii)	 	References herein to the Notes are to the Notes in respect of which the
relevant meeting is convened.






	2.	 	The Issuer may at any time and, upon a requisition in writing of Noteholders holding not less
than ten per cent. in nominal amount of the Notes for the time being outstanding, shall
convene a meeting of the Noteholders and if the Issuer makes default for a period of seven
days in convening such a meeting the same may be convened by the requisitionists. Whenever the
Issuer is about





Page 103









 






	 	 	to convene any such meeting it shall forthwith give notice in writing to the Agent and the
Dealers of the day, time and place thereof and of the nature of the business to be
transacted thereat. Every such meeting shall be held at such time and place as the Agent
may approve.
	 
	3.	 	At least 21 days’ notice (exclusive of the day on which the notice is given and the day on
which the meeting is held) specifying the place, day and hour of meeting shall be given to the
Noteholders prior to any meeting of the Noteholders in the manner provided by Condition 13.
Such notice shall state generally the nature of the business to be transacted at the meeting
thereby convened but (except for an Extraordinary Resolution) it shall not be necessary to
specify in such notice the terms of any resolution to be proposed. Such notice shall include
a statement to the effect that Notes may be deposited with Paying Agents for the purpose of
obtaining voting certificates or appointing proxies not less than 24 hours before the time
fixed for the meeting or that, in the case of corporations, they may appoint representatives
by resolution of their directors or other governing body. A copy of the notice shall be sent
by post to the Issuer (unless the meeting is convened by the Issuer).
	 
	4.	 	Some person (who may but need not be a Noteholder) nominated in writing by the Issuer shall
be entitled to take the chair at every such meeting but if no such nomination is made or if at
any meeting the person nominated shall not be present within fifteen minutes after the time
appointed for holding the meeting the Noteholders present shall choose one of their number to
be Chairman.
	 
	5.	 	At any such meeting one or more persons present holding Notes or voting certificates or being
proxies and holding or representing in the aggregate not less than one third in nominal amount
of the Notes for the time being outstanding shall (except for the purpose of passing an
Extraordinary Resolution) form a quorum for the transaction of business and no business (other
than the choosing of a Chairman) shall be transacted at any meeting unless the requisite
quorum be present at the commencement of business. The quorum at any such meeting for passing
an Extraordinary Resolution shall (subject as provided below) be one or more persons present
holding Notes or voting certificates or being proxies and holding or representing in the
aggregate not less than 50 per cent. in nominal amount of the Notes for the time being
outstanding provided that at any meeting the business of which includes any of the
following matters (each of which shall only be capable of being effected after having been
approved by Extraordinary Resolution) namely:






	 	(i)	 	modification of the Maturity Date of the Notes or reduction or cancellation
of the nominal amount payable upon maturity; or
	 
	 	(ii)	 	reduction or cancellation of the amount payable or modification of the
payment date in respect of any interest in respect of the Notes or





Page 104









 






	 	 	 	variation of the method of calculating the rate of interest in respect of the
Notes; or
	 
	 	(iii)	 	reduction of any Minimum Interest Rate and/or Maximum Interest Rate
specified in the applicable Final Terms of any Note; or
	 
	 	(iv)	 	modification of the currency in which payments under the Notes and/or the
Receipts and/or Coupons appertaining thereto are to be made; or
	 
	 	(v)	 	modification of the majority required to pass an Extraordinary Resolution; or
	 
	 	(vi)	 	the sanctioning of any such scheme or proposal as is described in
paragraph 18(F) below; or
	 
	 	(vii)	 	alteration of this proviso or the proviso to paragraph 6 below;






	 	 	the quorum shall be one or more persons present holding Notes or voting certificates or
being proxies and holding or representing in the aggregate not less than 66 2/3 per cent.
An Extraordinary Resolution passed at any meeting of the holders of Notes will be binding
on all holders of Notes, whether or not they are present at the meeting, and on all holders
of Coupons appertain to such Notes.
	 
	6.	 	If within fifteen minutes after the time appointed for any such meeting a quorum is not
present the meeting shall if convened upon the requisition of Noteholders be dissolved. In
any other case it shall stand adjourned to the same day in the next week (or if such day is a
public holiday the next succeeding business day) at the same time and place (except in the
case of a meeting at which an Extraordinary Resolution is to be proposed in which case it
shall stand adjourned for such period being not less than 14 days nor more than 42 day, and at
such place as may be appointed by the Chairman and approved by the Agent) and at such
adjourned meeting one or more persons present holding Notes or voting certificates or being
proxies (whatever the nominal amount of the Notes so held or represented by them) shall
(subject as provided below) form a quorum and shall (subject as provided below) have power to
pass any Extraordinary Resolution or other resolution and to decide upon all matters which
could properly have been dealt with at the meeting from which the adjournment took place had
the requisite quorum being present provided that at any adjourned meeting the
business of which includes any of the matters specified in the proviso to paragraph 5 above
the quorum shall be one or more persons present holding Notes or voting certificates of being
proxies and holding or representing in the aggregate not less than 33 1/3 per cent, in nominal
amount of the Notes for the time being outstanding.
	 
	7.	 	Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall
be given in the same manner as notice of an original meeting but as if 10 were substituted for
21 in paragraph 3 above and such notice shall





Page 105









 






	 	 	(except in cases where the proviso to paragraph 6 above shall apply when it shall state the
relevant quorum) state that one or more persons present holding Notes or voting
certificates or being proxies at the adjourned meeting whatever the nominal amount of the
Notes held or represented by them will form a quorum. Subject as aforesaid it shall not be
necessary to give any notice of an adjourned meeting.
	 
	8.	 	Every question submitted to a meeting shall be decided in the first instance by a show of
hands and in case of equality of votes the Chairman shall both on a show of hands and on a
poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled
as a Noteholder or as a holder of a voting certificate or as a proxy.
	 
	9.	 	At any meeting, unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the Chairman or the Issuer or by one or more persons present holding Notes
or voting certificates or being proxies (whatever the nominal amount of the Notes so held by
them), a declaration by the Chairman that a resolution has been carried or carried by a
particular majority or lost or not carried by a particular majority shall be conclusive
evidence of the fact without proof of the number or proportion of the votes recorded in favour
of or against such resolution.
	 
	10.	 	Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken
in such manner and subject as hereinafter provided either at once or after an adjournment as
the Chairman directs and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of the poll. The demand
for a poll shall not prevent the continuance of the meeting for the transaction of any
business other than the motion on which the poll has been demanded.
	 
	11.	 	The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the
same from time to time and from place to place but no business shall be transaction at any
adjourned meeting except business which might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment took place.
	 
	12.	 	Any poll demanded at any such meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.
	 
	13.	 	Any director or officer of the Issuer and its lawyers may attend and speak at any meeting.
Save as aforesaid, but without prejudice to the proviso to the definition of “outstanding” in
Clause 1(2) of this Agreement, no person shall be entitled to attend and speak nor shall any
person be entitled to vote at any meeting of the Noteholders or join with others in
requisitioning the convening of such a meeting unless he either produces the Note or Notes of
which he is the holder or a voting certificate or is a proxy. Neither the Issuer nor any
Subsidiary shall be entitled to vote at any meeting in respect of Notes held by it for the
benefit of any such company and no other person shall be entitled to vote at any meeting in
respect of Notes held by it for the benefit of any such





Page 106









 






		 	company. Nothing herein contained shall prevent any of the proxies named in any block
voting instruction from being a director, officer or representative of or otherwise
connected with the Issuer.
	 
	14.	 	Subject as provided in paragraph 13 hereof at any meeting:






	 	(A)	 	on a show of hands every person who is present in person and produces a Note
or voting certificate or is a proxy shall have one vote; and
	 
	 	(B)	 	on a poll every person who is so present shall have one vote in respect of:






	 	(i)	 	in the case of a meeting of the holders of Notes all of
which are denominated in a single currency, each minimum integral amount of
such currency; and
	 
	 	(ii)	 	in the case of a meeting of the holders of Notes
denominated in more than one currency, each U.S.$1.00 or, in the case of a
Note denominated in a currency other than U.S. dollars, the equivalent of
U.S.$1.00 in such currency at the Agent’s spot buying rate for the relevant
currency against U.S. dollars at or about 11.00 a.m. (London time) on the
date of publication of the notice of the relevant meeting (or of the original
meeting of which such meeting is an adjournment),






	 	 	 	or such other amount as the Agent shall in its absolute discretion stipulate in
nominal amount of Notes so produced or represented by the voting certificate so
produced or in respect of which he is proxy.






	 	 	Without prejudice to the obligations of the proxies named in any block voting instruction
any person entitled to more than one vote need not use all his votes or cast all the votes
to which he is entitled in the same way.
	 
	15.	 	The proxies named in any block voting instruction need not be Noteholders.
	 
	16.	 	Each block voting instruction together (if so requested by the Issuer) with proof
satisfactory to the Issuer of its due execution on behalf of the relevant Paying Agent shall
be deposited at such place as the Agent shall approve not less than 24 hours before the time
appointed for holding the meeting or adjourned meeting at which the proxies named in the block
voting instruction propose to vote and in default the block voting instruction shall not be
treated as valid unless the Chairman of the meeting decides otherwise before such meeting or
adjourned meeting proceeds to business. A certified copy of each block voting instruction
shall be deposited with the Agent before the commencement of the meeting or adjourned meeting
but the Agent shall not thereby be obliged to investigate or be concerned with the validity of
or the authority of the proxies named in any such block voting instruction.





Page 107









 






	17.	 	Any vote given in accordance with the terms of a block voting instruction shall be valid
notwithstanding the previous revocation or amendment of the block voting instruction or of any
of the Noteholders’ instructions pursuant to which it was executed provided that no
intimation in writing of such revocation or amendment shall have been received from the
relevant Paying Agent by the Issuer at its registered office (or such other place as may have
been approved by the Agent for the purpose) by the time being 24 hours before the time
appointed for holding the meeting or adjourned meeting at which the block voting instruction
is to be used.
	 
	18.	 	A meeting of the Noteholders shall in addition to the powers hereinbefore given have the
following powers exercisable by Extraordinary Resolution (subject to the provisions relating
to quorum contained in paragraphs 5 and 6 above) only namely:






	 	(A)	 	Power to sanction any compromise or arrangement proposed to be made between
the Issuer and the Noteholders and Couponholders or any of them.
	 
	 	(B)	 	Power to sanction any abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders and Couponholders against the Issuer or
against any of its property whether such rights shall arise under these presents, the
Notes or the Coupons or otherwise.
	 
	 	(C)	 	Power to assent to any modification of the provisions contained in these
presents or the Conditions, the Notes or the Coupons which shall be proposed by the
Issuer.
	 
	 	(D)	 	Power to give any authority or sanction which under the provisions of these
presents or the Notes is required to be given by Extraordinary Resolution.
	 
	 	(E)	 	Power to appoint any persons (whether Noteholders or not) as a committee or
committees to represent the interests of the Noteholders and to confer upon such
committee or committees any powers or discretions which the Noteholders could
themselves exercise by Extraordinary Resolution.
	 
	 	(F)	 	Power to sanction any scheme or proposal for the exchange or sale of the
Notes for, or the conversion of the Notes into or the cancellation of the Notes in
consideration of, shares, stock, notes, bonds, debentures, debenture stock and/or
other obligations and/or securities of the Issuer or any other company formed or to be
formed, or for or into or in consideration of cash, or partly for or into or in
consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or
other obligations and/or securities as aforesaid and partly for or into or in
consideration of cash.





Page 108









 






	 	(G)	 	Power to approve the substitution of any entity in place of the Issuer (or
any previous substitute) as the principal debtor in respect of the Notes and the
Coupons.






	19.	 	Any resolution passed at a meeting of the Noteholders duly convened and held in accordance
with the provision hereof shall be binding upon all the Noteholders whether present or not
present at such meeting and whether or not voting and upon all Couponholders and
Receiptholders and each of them shall be bound to give effect thereto accordingly and the
passing of any such resolution shall be conclusive evidence that the circumstances justify the
passing thereof. Notice of the result of the voting on any resolution duly considered by the
Noteholders shall be published in accordance with Condition 13 by the Issuer within 14 days of
such result being known provided that the non-publication of such notice shall not
invalidate such resolution.
	 
	20.	 	The expression Extraordinary Resolution when used in this Agreement or the Conditions means a
resolution passed at a meeting of the Noteholders duly convened and held in accordance with
the provisions herein contained by a majority consisting of not less than 75 per cent. of the
persons voting thereat upon a show of hands or if a poll be duly demanded then by a majority
consisting of not less than 75 per cent. of the votes given on such poll.
	 
	21.	 	Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made
and duly entered in books to be from time to time provided for that purpose by the Issuer and
any such Minutes as aforesaid if purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings had shall be conclusive evidence of the
matters therein contained and until the contrary is proved every such meeting in respect of
the proceedings of which Minutes have been made shall be deemed to have been duly held and
convened and all resolutions passed or proceedings had thereat to have been duly passed or
had.
	 
	22.	 	Subject to all other provisions contained herein the Agent may without the consent of the
Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding the
requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat
as the Agent may in is sole discretion think fit.





Page 109









 





SCHEDULE 5




FORM OF PUT NOTICE




PEPSICO, INC.




[title of relevant Series of Notes]



By depositing this duly completed Notice with any Paying Agent for the above Series of Notes (the
Notes) the undersigned holder of such Notes surrendered with this Notice and referred to below
irrevocably exercises its option to have such Notes redeemed in accordance with Condition 6(d) on
[redemption date].



The Notice relates to Notes in the aggregate nominal amount of                      bearing the following
serial numbers:




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






     If the Notes referred to above are to be returned (1) to the undersigned under
Clause 10(4) of the Agency Agreement, they should be returned by post to:



	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






Payment Instructions



Please make payment in respect of the above-mentioned Notes by [cheque posted to the above
address/transfer to the following bank account] (2):




	 	 	 	 	 
	Bank:
	 	 	 	 
	 

	 	 

	 	 
	Branch Address:
	 	 	 	 
	 

	 	 

	 	 
	Branch Code:
	 	 	 	 
	 

	 	 

	 	 
	Account Number:
	 	 	 	 
	 

	 	 

	 	 
	Signature of holder:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Duly authorised on behalf of [                    ]	 	 





[To be completed by recipient Paying Agent]




Page 110









 





	 	 	 	 	 
	Details of missing unmatured Coupons

	 	 	 	(3)
	 

	 	 

	 	 
	Received by
	 	 	 	 
	 

	 	 

	 	 
	[Signature and stamp of
Paying Agent]
	 	 	 	 
	 
	 	 	 	 
	At its office at:
	 	 	 	 
	 

	 	 

	 	 
	On:
	 	 	 	 
	 

	 	 

	 	 






Notes





	(1)	 	The Agency Agreement provides that Notes so returned will be sent by post, uninsured and at
the risk of the Noteholder, unless the Noteholder otherwise requests and pays the cost of such
insurance to the relevant Paying Agent at the time of depositing the Note referred to above.
	 
	(2)	 	Delete as applicable.
	 
	(3)	 	Only relevant for Fixed Rate Notes (which are not also Indexed Redemption Amount Notes) in
definitive form.
	 
	 	 	N.B. The Paying Agent with whom the above-mentioned Notes are deposited
will not in any circumstances be liable to the depositing Noteholder
or any other person for any loss or damage arising from any act,
default or omission of such Paying Agent in relation to the said
Notes or any of them unless such loss or damage was caused by the
fraud or gross negligence of such Paying Agent or its directors,
officers or employees.
	 
	 	 	This Put Option is not valid unless all of the paragraphs requiring
completion are duly completed. Once validly given this Put Notice is
irrevocable except in the circumstances set out in Clause 10(4) of
the Agency Agreement.





Page 111









 






SIGNATORIES




By:




The Issuer




PEPSICO, INC.

700 Anderson Hill Road

Purchase

New York 10577




	 	 	 
	Telephone:

	 	914 253 2200
	 
	 	 
	Telefax No:

	 	62848 PEPSICO
	 
	 	 
	Telefax No:

	 	914 249 8346






	 	 	 	 	 
	By:
	 	/s/ Lionel L. Nowell III 	 	 
	 

	 	 

Name: Lionel L. Nowell III
	 	 
	 

	 	Title: Senior Vice President and Treasurer	 	 
	 
	 	 	 	 
	By:
	 	/s/ J. Darrell Thomas 	 	 
	 

	 	 

Name: J. Darrell Thomas 


Title: Vice President and Assistant Treasurer
	 	 






The Agent




THE BANK OF NEW YORK MELLON

One Canada Square

London E14 5AL

England




	 	 	 
	Telephone:

	 	44 20 7864 4288
	 
	 	 
	Telefax No:

	 	44 20 7864 2536
	 
	 	 
	Attention:

	 	Jason Blondell






By:




Page 112









 








The other Paying Agents




THE BANK OF NEW YORK (LUXEMBOURG) S.A.

Aerogolf Centre

1A Hoehenhof

Senningerberg L-1736

Luxembourg




All communications c/o the Agent




By:




Page 113









 





Dated 5 August 2008




PEPSICO, INC.

as Issuer




THE BANK OF NEW YORK MELLON

as Agent




THE BANK OF NEW YORK (LUXEMBOURG) S.A.

as Paying Agent




 






AMENDED AND RESTATED

AGENCY AGREEMENT

in respect of a U.S.$2,500,000,000

EURO MEDIUM TERM NOTE

PROGRAMME




 





















 





	 	 	 	 	 
	CONTENTS	 	 	 
	 
	CLAUSE	 	PAGE	 
	1.  DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2.  APPOINTMENT OF AGENT AND PAYING AGENTS
	 	 	7	 
	3.  ISSUE OF GLOBAL NOTES
	 	 	9	 
	4.  DETERMINATION OF EXCHANGE DATE, ISSUE OF PERMANENT GLOBAL NOTES AND DEFINITIVE NOTES IN
EXCHANGE FOR TEMPORARY GLOBAL NOTES AND DETERMINATION OF END OF RESTRICTED PERIOD
	 	 	11	 
	5.  ISSUE OF DEFINITIVE NOTES
	 	 	12	 
	6.  TERMS OF ISSUE
	 	 	13	 
	7.  PAYMENTS
	 	 	14	 
	8.  DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST DETERMINATION
	 	 	16	 
	9.  NOTICE OF ANY WITHHOLDING OR DEDUCTION
	 	 	19	 
	10.  DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION
	 	 	19	 
	11.  RECEIPT AND PUBLICATION OF NOTICES
	 	 	20	 
	12.  CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS
	 	 	20	 
	13.  ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS
	 	 	22	 
	14.  COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION
	 	 	23	 
	15.  MEETINGS OF NOTEHOLDERS
	 	 	24	 
	16.  COMMISSIONS AND EXPENSES
	 	 	24	 
	17.  INDEMNITY
	 	 	24	 
	18.  REPAYMENT BY THE AGENT
	 	 	25	 
	19.  CONDITIONS OF APPOINTMENT
	 	 	25	 
	20.  COMMUNICATION BETWEEN THE PARTIES
	 	 	26	 
	21.  CHANGES IN AGENT AND OTHER PAYING AGENTS
	 	 	26	 
	22.  MERGER AND CONSOLIDATION
	 	 	28	 
	23.  NOTIFICATION OF CHANGES TO PAYING AGENTS
	 	 	28	 
	24.  CHANGE OF SPECIFIED OFFICE
	 	 	29	 
	25.  NOTICES
	 	 	29	 
	26.  TAXES AND STAMP DUTIES
	 	 	29	 
	27.  CURRENCY INDEMNITY
	 	 	29	 






Page I









 






	 	 	 	 	 
	CLAUSE	 	PAGE	 
	28.  AMENDMENTS
	 	 	30	 
	29.  DESCRIPTIVE HEADINGS
	 	 	30	 
	30.  GOVERNING LAW AND SUBMISSION TO JURISDICTION
	 	 	30	 
	31.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 	 	31	 
	32.  COUNTERPARTS
	 	 	31	 
	 
	 	 	 	 
	APPENDIX
	 	 	32	 
	FORM OF CALCULATION AGENCY AGREEMENT
	 	 	32	 
	 
	 	 	 	 
	SCHEDULE 1
	 	 	41	 
	TERMS AND CONDITIONS OF THE NOTES
	 	 	41	 
	 
	 	 	 	 
	SCHEDULE 2
	 	 	69	 
	FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS
	 	 	69	 
	 
	 	 	 	 
	PART I
	 	 	69	 
	FORM OF TEMPORARY GLOBAL NOTE
	 	 	69	 
	 
	 	 	 	 
	PART II
	 	 	79	 
	FORM OF PERMANENT GLOBAL NOTE
	 	 	79	 
	 
	 	 	 	 
	PART III
	 	 	88	 
	FORM OF DEFINITIVE NOTE
	 	 	88	 
	 
	 	 	 	 
	PART IV
	 	 	91	 
	FORM OF COUPON
	 	 	91	 
	 
	 	 	 	 
	PART V
	 	 	93	 
	FORM OF RECEIPT
	 	 	93	 
	 
	 	 	 	 
	PART VI
	 	 	94	 
	FORM OF TALON
	 	 	94	 
	 
	 	 	 	 
	SCHEDULE 3
	 	 	96	 
	FORM OF DEED OF COVENANT
	 	 	96	 
	 
	 	 	 	 
	SCHEDULE 4
	 	 	102	 
	PROVISIONS FOR MEETINGS OF NOTEHOLDERS
	 	 	102	 
	 
	 	 	 	 
	SCHEDULE 5
	 	 	110	 
	FORM OF PUT NOTICE
	 	 	110	 







Page II