Exhibit 4.2


 


[Form of 3.375% Senior Note due 2049]


 


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


 


 


 


 


 




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	No. R-	$                       
	 	CUSIP No. 713448EM6

ISIN US713448EM65


 


PEPSICO, INC.


 


3.375% SENIOR NOTE DUE 2049


 


PEPSICO, INC., a corporation in existence
under the laws of the State of North Carolina (herein called the “Company,” which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co.
or registered assigns, the principal sum of $           on July 29, 2049, and to pay interest on said principal sum semi-annually on January
29 and July 29 of each year, commencing January 29, 2020, at the rate of 3.375% per annum from July 29, 2019, or from the most
recent date in respect of which interest has been paid or duly provided for, until payment of the principal sum has been made or
duly provided for. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close
of business on the Record Date for such Interest Payment Date, which shall be the January 14 and July 14 (whether or not a New
York Business Day) next preceding such Interest Payment Date. Any such interest that is payable but is not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holder on such Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not
earlier than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such
exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in the Indenture.


 


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


 


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




 






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


 






	Dated:	_____________, 2019	PEPSICO, INC.
	 	 	 
	 	 	 
	 	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


 


[seal]


 


Attest:


 


________________________________


 




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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 





	 	 	The Bank of New York Mellon, as Trustee
	 	 	 
	 	 	 
	 	 	By:	 	 
	 	 	 	Authorized Signatory	 
	 	 	 
	 	 	Dated:	 	 





  


 


 


 




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[REVERSE OF NOTE]


 


PEPSICO, INC.


 


3.375% SENIOR NOTE DUE 2049


 


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


 


The Notes shall be redeemable as a whole
or in part, at the Company’s option, at any time and from time to time prior to January 29, 2049 (six months prior to the
maturity date of the Notes) (the “Par Call Date”) at a Redemption Price equal to the greater of (i) 100% of
the principal amount of such Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of redemption), assuming for such purpose that the Notes
matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 15 basis points, plus in each case accrued and unpaid interest to the date of redemption.


 


The Notes shall be redeemable as a whole
or in part, at the Company’s option, at any time and from time to time on or after the Par Call Date, at a Redemption Price
equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the Redemption Date.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


The Trustee will not be responsible for
calculating the Redemption Price of the Notes or portions thereof called for redemption.


 


Notice of any redemption will be transmitted
at least 15 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed (or delivered electronically
in accordance with the procedures of DTC). If fewer than all of the Notes are to be redeemed, the particular Notes to be redeemed,
in the case of Notes in global form, shall be selected in accordance with the procedures of the Depositary. In the case of physical
Notes in definitive form, such selection shall be done by the Trustee by lot. If any Note is to be redeemed only in part, the notice
of redemption that relates to such Note shall state the principal amount thereof to be redeemed. A new Note in principal amount
equal to and in exchange for the unredeemed portion of the principal of the Note surrendered may be issued in the name of the Holder
of the Note upon surrender of the original Note.


 


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


 






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


 


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


 


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


 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any Place of Payment duly endorsed, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.


 


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


 


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


 


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


 


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




 






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


 


____________________________________________


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


__________________________________________________________________


 


__________________________________________________________________


 


__________________________________________________________________


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


 


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


 


Dated:_______________________


 


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


 




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