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Exhibit 4.2
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No. R-1
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$ |
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CUSIP No. 713448 BH0 |
PEPSICO, INC.
5.00% SENIOR NOTE DUE
2018
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 June 1, 2018, and to pay interest on said principal sum
semi-annually on June 1 and December 1 of each year,
commencing, December 1, 2008, at the rate of 5.00% per
annum from May 28, 2008, 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 15 or November 15 (whether or not a New York Business
Day) next preceding such Interest Payment Date. Any such interest
that is payable but is not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on
such Record Date and may either be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Notes not earlier than 10 days prior
to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed and upon such
notice as may be required by such exchange, if such manner of
payment shall be deemed practical by the Trustee, all as more fully
provided in the Indenture.
Payment of the principal of
and interest on this Note will be made at the Place of Payment in
such coin or currency of the United States as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that payments of interest may be made at the
option of the Company by checks mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the
Security Register.
Reference is made to the
further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth at this
place. Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed by manual or
facsimile signature under its corporate seal or a facsimile
thereof.
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| Dated:
May 28, 2008 |
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PEPSICO, INC. |
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By: |
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Authorized Officer |
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By: |
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Authorized Officer |
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| Attest: |
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein referred
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