Ladies and Gentlemen:

           The undersigned acknowledges receipt of your Eligibility Letter and Certification dated October 11, 2018 (the “Certification”). The terms “qualified institutional buyer,” “U.S. person” and “retail investor,” and capitalized terms used and not defined herein, shall have the meanings set forth in the Certification.

           The undersigned hereby represents and warrants to PepsiCo, Inc. (the “Company”) as follows:

(1)       it is not a beneficial owner in or a resident of Canada (or a person or entity that intends to become a beneficial owner in or a resident of Canada prior to November 9, 2018), or an authorized representative acting on behalf of a beneficial owner in or a resident of Canada (or on behalf of a person or entity that intends to become a beneficial owner in or a resident of Canada prior to November 9, 2018), of notes of one or more series listed in the table set forth in the Certification (the “Metro Notes”), and it is not a retail investor in the European Economic Area; and

(2)       either:

(a)       it is the beneficial owner, or is acting on behalf of a beneficial owner, of Metro Notes in the amount set forth below; or

(b)       it is a person who intends to become a beneficial owner, or it is an authorized representative acting on behalf of a person who intends to become a beneficial owner, and intends to acquire notes of one or more series of Metro Notes listed in the table set forth in the Certification in the amount set forth below, if known; and

(3)       it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Metro Notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year), and has no actual knowledge contrary to such certification, to the effect that such beneficial owner is (check one):

           The undersigned understands that it is providing the information contained herein to the Company solely for purposes of the Company’s consideration of a transaction with respect to the Metro Notes. The undersigned understands that this Certification is neither an offer nor a solicitation of an offer with respect to the Metro Notes or any other securities of the issuers of the Metro Notes, nor does this Certification create any obligation whatsoever on the part of the Company or any other person to make any offer to the recipient hereof if an offer is made.

           The undersigned agrees (1) not to copy or reproduce any part of any materials (except as permitted therein) received in connection with any transaction the Company may undertake or has undertaken, (2) not to distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) to notify the Company if any of the representations the undersigned makes in this certification ceases to be correct.

                                                                                                     Very truly yours,