EX-4.2



 





Exhibit 4.2




			
	  	 	 
	No. [    ]	 	$500,000,000
	 
	 	CUSIP
No. [               ]






PEPSICO, INC.



5.15% SENIOR NOTE DUE 2012




     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 $500,000,000 on May 15, 2012, and to pay interest on said
principal sum semi-annually on May 15 and November 15 of each year, commencing, November 15, 2007,
at the rate of 5.15% per annum from May 21, 2007, 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 May 1 or November 1 (whether or not a New York
Business Day) next preceding such Interest Payment Date. Any such interest that is payable but is
not so punctually paid or duly provided for shall forthwith cease to be payable to the registered
Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed and upon such notice as may be required by such exchange, if such
manner of payment shall be deemed practical by the Trustee, all as more fully provided in the
Indenture.



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



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth at this



 









 




place. Unless the certificate of authentication hereon has been executed by or on behalf of
the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.




2









 








     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: May 21, 2007	 	PEPSICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	   Authorized Officer	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	   Authorized Officer	 	 






[seal]




Attest:




                                    
                             
               




3









 





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, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






4









 






REVERSE OF NOTE



PEPSICO, INC.



5.15% SENIOR NOTE DUE 2012




     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, 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 may not be redeemed by the Company prior to maturity.



     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.



5









 





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



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



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



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



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



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



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



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



6









 






     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.





7