EX-4.2: FORM OF NOTE

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.

     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:

                                                                                     

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

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 Comp