Exhibit
4.1


 


YUM! BRANDS, INC.


 


OFFICERS’ CERTIFICATE


 


          Pursuant to Section 2.1 and Section
2.3(a) of the Indenture, dated as of May 1, 1998 (the “Indenture”), between
YUM! Brands, Inc. (formerly TRICON Global Restaurants, Inc.), a North Carolina corporation
(the “Company”), and The Bank of New York Trust Company, N.A., as successor
trustee (the “Trustee”), the undersigned, Ted F. Knopf, Senior Vice President
of Finance and Corporate Controller of the Company, and R. Scott Toop, Vice
President, Associate General Counsel and Assistant Secretary of the Company,
hereby certify on behalf of the Company as follows:


 


          1.  
                AUTHORIZATION.  The establishment of two series of Securities
of the Company has been approved and authorized in accordance with the
provisions of the Indenture pursuant to a resolution adopted by the Board of
Directors of the Company on September 22, 1997.


 


          2.  
                COMPLIANCE WITH
COVENANTS AND CONDITIONS PRECEDENT.  All
covenants and conditions precedent provided for in the Indenture relating to
the establishment of the two series of Securities have been complied with.


 


          3.  
                TERMS.  The terms of the two series of Securities
established pursuant to this Officers’ Certificate shall be as follows:


 


                (i)            TITLES.  The title of the two series of Securities are
(i) the “6.25% Senior Notes due March 15, 2018” (the “Ten-Year Notes”) and
(ii) the “6.875% Senior Notes due November 15, 2037” (the “Thirty-Year Notes”
and, together with the Ten-Year Notes, the “Notes”).


 


                (ii)           AGGREGATE
PRINCIPAL AMOUNT.  The aggregate
principal amount of each of the Ten-Year Notes and the Thirty-Year Notes which
may be authenticated and delivered pursuant to the Indenture (except for Notes
(i) authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11,
3.6, 9.5 or 10.3 of the Indenture or (ii) which, pursuant to Section 2.4 of the
Indenture, are deemed never to have been authenticated and delivered) is
initially limited to $600,000,000 and $600,000,000, respectively, subject,
however to the Company’s right to increase such limit upon the delivery to the
Trustee of an Officers’ Certificate specifying a higher amount.


 


                (iii)          REGISTERED
SECURITIES IN BOOK-ENTRY FORM.  Each of
the Notes will be issued in book-entry form (“Book-Entry Notes”) and
represented by one or more global notes (the “Global Notes”) in fully
registered form, without coupons.  The
initial Depositary with respect to the Global Notes will be The Depository
Trust Company, New York, New York, as Depositary for the accounts of its
participants.  So long as the Depositary
for a Global Note, or its nominee, is the registered owner of the Global Note,
the Depositary or its nominee, as the case may be, will be considered the sole
owner or holder of the Notes in book-entry form represented by such Global Note
for all purposes under the Indenture. 
Book-Entry Notes will not be exchangeable for Notes in definitive form (“Definitive
Notes”) except that, if 


 

















 


 


the Depositary with respect
to any Global Note or Notes is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the Company within 90
days, the Company will issue Definitive Notes in exchange for the Book-Entry
Notes represented by any such Global Note or Notes.  In addition, the Company may at any time and
in its sole discretion determine not to have a Global Note or Notes, and, in
such event, will issue Definitive Notes in exchange for the Book-Entry Notes
represented by such Global Note or Notes in accordance with the provisions of
Section 2.8 of the Indenture.


 


                (iv)          PERSONS
TO WHOM INTEREST PAYABLE.  Interest will
be payable to the Person in whose name a Note is registered at the close of
business (whether or not a Business Day) on the Regular Record Date with
respect to such Note, except for interest payable on a Note surrendered for
redemption as set forth in paragraph (viii) below.


 


                (v)           STATED
MATURITY.  The principal amounts of the
Ten-Year Notes and the Thirty-Year Notes will be payable on March 15, 2018 and November 15,
2037, respectively, subject to earlier redemption as set forth in paragraph
(viii) below.


 


                (vi)          RATE
OF INTEREST; INTEREST PAYMENT DATES; REGULAR RECORD DATES; ACCRUAL OF
INTEREST.  The Ten-Year Notes and the
Thirty-Year Notes will bear interest at the rate of 6.25% and 6.875%, respectively,
per annum. Interest on the Ten-Year Notes will be payable semiannually in
arrears on March 15 and September 15 of each year
(each, a “Ten-Year Note Interest Payment Date”), commencing on March 15, 2008.  Interest on the Thirty-Year Notes will be
payable semiannually in arrears on May 15 and November 15 of each year
(each, a “Thirty-Year Note Interest Payment Date” and, together with the
Ten-Year Note Interest Payment Dates, each, an “Interest Payment Date”),
commencing on May 15, 2008.   The Regular Record Date for the Ten-Year
Notes shall be March 1 or September 1 (whether or
not a Business Day), as the case may be, next preceding such Ten-Year Note
Interest Payment Date.  The Regular
Record Date for the Thirty-Year Notes shall be May 1 or November 1
(whether or not a Business Day), as the case may be, next preceding such
Thirty-Year Note Interest Payment Date. 
The Notes will bear interest from October 19, 2007, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for until the principal thereof is paid or made available for
payment.  Interest payments shall be the
amount of interest accrued from and including the most recent Interest Payment
Date in respect of which interest has been paid or duly provided for (or from
and including October 19, 2007, if no interest has
been paid or duly provided for with respect to such Note), to but excluding the
next succeeding Interest Payment Date.


 


                (vii)         PLACE
OF PAYMENT; REGISTRATION OF TRANSFER AND EXCHANGE; NOTICES TO COMPANY.  Payment of the principal of and interest on
the Notes will be made at the Corporate Trust Office of the Trustee in the
Borough of Manhattan, The City of New York, or at any other office or agency
designated by the Company for such purpose; provided, that at the option of the Company, payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the register of Securities; and provided,
further, that the Holder of the Notes shall be entitled to
receive payments of principal of and interest on the Notes by wire transfer of
immediately available funds, if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 days prior to the
applicable payment date.


 


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                The
Notes may be presented for exchange and registration of transfer at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York, or at the office of any transfer agent hereafter designated by the
Company for such purpose.  Notices and
demands to or upon the Company in respect of the Notes and the Indenture may be
served at YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213,
Attention: Treasurer.


 


                (viii)        REDEMPTION.  The Notes are not entitled
to any mandatory redemption or sinking fund payments.  However, the Notes of each series are
redeemable, at the option of the Company, in whole at any time or in part from
time to time at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest
thereon to the Redemption Date;  and (ii)
the sum of the remaining scheduled payments of principal of and interest on the
Notes to be redeemed (not including any portion of the payment of interest
accrued as of the Redemption Date), discounted to their present value as of the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined herein), as
determined by the Quotation Agent (as defined herein), plus 25 basis points in
the case of the Ten-Year Notes and 30 basis points in the case of the
Thirty-Year Notes, plus accrued and unpaid interest on the principal amount to
be redeemed to the Redemption Date; provided, however, that the installments of
interest whose Stated Maturity is prior to the relevant Redemption Date shall
be payable to the Holders of such Notes, or one or more Predecessor Securities,
of record at the close of business on the relevant Regular Record Date.


 


                “Adjusted
Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (as defined herein), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined herein) for such Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having an actual or interpolated maturity comparable to the remaining term of
the applicable series of Notes to be redeemed 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 comparable maturity to the
remaining term of such series of Notes.  “Quotation
Agent” means one of the Reference Treasury Dealers (as defined herein) who the
Company appointed.


 


                “Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations (as
defined herein), or (ii) if the Company is provided fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.


 


                “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average 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 Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day 


 


 


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preceding such Redemption
Date.


 


                “Reference
Treasury Dealer” means each of Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., and their respective
successors, and, at the Company’s option, additional Primary Treasury Dealers;
provided, however, that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.


 


                Notice of any redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder of the
Notes to be redeemed.  Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the Notes or portions thereof called for
redemption.


 


                (ix)           CHANGE
OF CONTROL.  If a Change of Control
Triggering Event occurs, unless the Company has exercised its option to redeem
the Notes (as described above), the Company shall be required to make an offer
(the “Change of Control Offer”) to each holder of the Notes to repurchase all
or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of that holder’s Notes on the terms set forth below.  In the Change of Control Offer, the Company
shall be required to offer payment in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest, if
any, on the Notes repurchased to the date of repurchase (the “Change of Control
Payment”).  Within 30 days following any
Change of Control Triggering Event or, at the option of the Company, prior to
any Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control, a notice shall be mailed
to holders of the Notes describing the transaction that constitutes or may
constitute the Change of Control Triggering Event and offering to repurchase
the Notes on the date specified in the notice, which date shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed (the
“Change of Control Payment Date”).  The
notice shall, if mailed prior to the date of consummation of the Change of
Control, state that the offer to purchase is conditioned on the Change of
Control Triggering Event occurring on or prior to the Change of Control Payment
Date.


 


                On the Change of Control Payment Date, the Company
shall, to the extent lawful:


 


(1)                                  accept for
payment all Notes or portions of Notes properly tendered pursuant to the Change
of Control Offer;


(2)                                  deposit with
the paying agent an amount equal to the Change of Control Payment in respect of
all Notes or portions of Notes properly tendered; and


(3)                                  deliver or
cause to be delivered to the Trustee the Notes properly accepted together with
an officer’s certificate stating the aggregate principal amount of Notes or
portions of Notes being repurchased.


 


The Company shall not be
required to make a Change of Control Offer upon the occurrence of a Change of
Control Triggering Event if a third party makes such an offer in the manner, at
the times and otherwise in compliance with the requirements for an offer made
by the Company and the third party repurchases all Notes properly tendered and
not withdrawn under 


 


 


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its offer. 
In addition, the Company shall not repurchase any Notes if there has
occurred and is continuing on the Change of Control Payment Date an Event of
Default, other than a default in the payment of the Change of Control Payment
upon a Change of Control Triggering Event.


 


The Company shall comply
with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any such securities laws
or regulations conflict with the Change of Control Offer provisions of the
Notes, the Company shall comply with those securities laws and regulations and
shall not be deemed to have breached its obligations under the Change of
Control Offer provisions of the Notes by virtue of any such conflict.


 


For purposes of the Change
of Control Offer provisions of the Notes, the following definitions shall
apply:


 


“Change of Control” means
the occurrence of any of the following: (1) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act), other than the Company or one of its Subsidiaries, becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the Company’s Voting Stock or other
Voting Stock into which the Company’s Voting Stock is reclassified,
consolidated, exchanged or changed, measured by voting power rather than number
of shares; (2) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the Company’s assets
and the assets of its subsidiaries, taken as a whole, to one or more “persons”
(as that term is defined in the Indenture), other than the Company or one of
its Subsidiaries; or (3) the first day on which a majority of the members of
the Company’s Board of Directors are not Continuing Directors.  Notwithstanding the foregoing, a transaction
shall not be deemed to involve a Change of Control if (1) the Company becomes a
direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the
direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the
holders of the Company’s Voting Stock immediately prior to that transaction or
(B) immediately following that transaction no “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner, directly or
indirectly, of more than 50% of the Voting Stock of such holding company.


 


“Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Rating
Event.


 


“Continuing Director” means,
as of any date of determination, any member of the Company’s Board of Directors
who (1) was a member of such Board of Directors on the date the Notes were
issued or (2) was nominated for election, elected or appointed to such Board of
Directors with the approval of a majority of the continuing directors who were
members of such Board of Directors at the time of such nomination, election or
appointment (either by a specific 


 


 


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vote or by approval of the Company’s proxy
statement in which such member was named as a nominee for election as a
director).


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and
BBB- (or the equivalent) by S&P, and the equivalent investment grade credit
rating from any replacement rating agency or rating agencies.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“Rating Agencies” means (1)
each of Moody’s and S&P, and (2) if either Moody’s or S&P ceases to
rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Company (as certified by a resolution of the
Company’s Board of Directors) as a replacement agency for Moody’s or S&P,
or both of them, as the case may be.


 


“Rating Event” means the
rating on the Notes is lowered by each of the Rating Agencies and the Notes are
rated below an investment grade rating by each of the Rating Agencies on any
day within the 60-day period (which 60-day period will be extended so long as
the rating of the Notes is under publicly announced consideration for a
possible downgrade by any of the Rating Agencies) after the earlier of (1) the
occurrence of a Change of Control and (2) public notice of the Company’s
intention to effect a Change of Control; provided, however, that a Rating Event
otherwise arising by virtue of a particular reduction in rating shall not be
deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Rating Event for purposes of the definition of Change of
Control Triggering Event) if the Rating Agencies making the reduction in rating
to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing at the Company’s or its request that
the reduction was the result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the applicable Change
of Control (whether or not the applicable Change of Control has occurred at the
time of the Rating Event).


 


“S&P” means Standard
& Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.


 


“Voting Stock” means, with
respect to any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), as of any date, the capital stock of such person that is at
the time entitled to vote generally in the election of the board of directors
of such person.


 


(x)            COVENANT
DEFEASANCE.  The obligations of the
Company to offer to repurchase the Notes following the occurrence of a Change
of Control Triggering Event shall be subject to the covenant defeasance
provisions of Section 8.5 of the Indenture.


 


(xi)           DENOMINATIONS.  The Notes are issuable in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess thereof.


 


(xii)          SECURITY
REGISTER; PAYING AGENT.  The register of
Securities for the Notes will be initially maintained at the Corporate Trust
Office of the Trustee.  The 


 


 


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Company hereby appoints the
Trustee as the initial Paying Agent.


 


                (xiii)         FORM.  The Ten-Year Notes and the Thirty-Year Notes
will be in substantially the forms set forth in Exhibits A and B, respectively,
attached hereto and may have such other terms as are provided in such forms.


 


          Capitalized terms used in this
Officers’ Certificate and not otherwise defined herein shall have the meanings
set forth in the Indenture.


 


          Each of the undersigned, for himself,
states that he has read and is familiar with the provisions of Article Two of
the Indenture relating to the establishment of a series of Securities
thereunder and the establishment of a form of Security representing a series of
Securities thereunder and, in each case, the definitions therein relating
thereto; that he is generally familiar with the other provisions of the
Indenture and with the affairs of the Company and its acts and proceedings and
that the statements and opinions made by him in this Certificate are based upon
such familiarity; and that he has made such examination or investigation as is
necessary to enable him to determine whether or not the covenants and
conditions referred to above have been complied with; and in his opinion, such
covenants and conditions have been complied with.


 


          Insofar as this Certificate relates
to legal matters it is based upon the Opinion of Counsel delivered to the
Trustee contemporaneously herewith pursuant to Section 2.4 of the Indenture and
relating to the Notes.


 


[Signature page follows on next page.]


 


 


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                IN WITNESS WHEREOF, the undersigned have hereunto
signed this Certificate on behalf of the Company as of this 19th day
of October, 2007.


 


	
   

  	
   

  	
  YUM!
  BRANDS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ted F. Knopf

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ted
  F. Knopf

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President of Finance and Corporate Controller

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  R. Scott Toop

  
	
   

  	
   

  	
   

  	
  Name:

  	
  R.
  Scott Toop

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  Vice
  President,  Associate General Counsel and Assistant Secretary  

  



 






 












 


EXHIBIT A


 


Form of Ten-Year Note


 

















 


Unless and until it is
exchanged in whole or in part for Notes in definitive form, this Note may not
be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  Unless this certificate is presented by an
authorized representative of The Depository Trust Company, New York, New York
(“DTC”) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of DTC and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.


 


	
  REGISTERED

  	
  YUM!
  BRANDS, INC.

  	
  REGISTERED

  
	
   

  	
   

  	
   

  
	
   

  	
  6.25%
  SENIOR NOTE DUE MARCH 15, 2018

  	
   

  
	
   

  	
   

  	
   

  
	
  NO. R-

  	
   

  	
  Principal
  Amount: $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP:
  988498 AC5

  



 


                YUM!
Brands, Inc., a corporation duly organized and existing under the laws of the
State of North Carolina (herein referred to as the “Company,” which term
includes any successor corporation under the Indenture as hereinafter referred
to) for value received, hereby promises to pay to          ,
or registered assigns, the principal sum of                         on
March 15, 2018 and to pay interest thereon from October 19, 2007 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for semiannually in arrears on March 15 and September 15, in each year,
commencing on March 15, 2008 at the rate of 6.25% per annum, until the
principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the Indenture
(as defined herein), 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
Regular Record Date, which shall be the March 1 or September 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment
Date.  Except as otherwise provided in
the Indenture, any such interest not punctually paid or duly provided for on
any Interest Payment Date (herein called “Defaulted Interest”) will forthwith
cease to be payable to the Holder on the Regular Record Date with respect to
such Interest Payment 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 of which shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date, or 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, all as more fully provided in said
Indenture.  Payment of the principal and
interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
and at any other office or agency maintained by the Company for such purpose,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the register of
Securities; and provided, further, that
the Holder of this Note shall be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date.


 


                Reference
is hereby made to the further provisions of this Note set forth herein, which
further provisions shall for all proposes have the same effect as if set forth
at this place.


 


                Unless
the certificate of authentication hereon has been executed by the Trustee or
its duly appointed authenticating agent 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, YUM!
Brands, Inc. has caused this instrument to be signed by the manual signature of
its Chairman of the Board, one of its Vice Chairmen, its President or one of
its Vice Presidents, or the Treasurer or any Assistant Treasurer, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.


 


	
   

  	
   

  	
  YUM! BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Ted F. Knopf

  
	
   

  	
  Title:

  	
  Senior Vice President of
  Finance and Corporate Controller

  



 


ATTEST:


 


 


 


	
  By:

  	
   

  
	
  Name:

  	
  Linda Gregg

  
	
  Title:

  	
  Assistant Secretary

  



 


 


Dated: October       ,
2007


 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


                This is one of the Notes of the series designated
herein referred to in the within-mentioned Indenture.


 


THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee


 


 


 


	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


 

















 


YUM!
BRANDS, INC.


6.25%
SENIOR NOTE DUE MARCH 15, 2018


 


                This
Note is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to), issued and to be issued pursuant
to an Indenture, dated as of May 1, 1998 (herein called the “Indenture”), between the Company and The
Bank of New York Trust Company, N.A., as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture).  This Note is one of a series designated by
the Company as its 6.25% Senior Notes due March 15, 2018, initially limited in
aggregate principal amount to $600,000,000.


 


                The
Company issued this Note pursuant to the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.


 


                The
Notes are issuable in registered form, without coupons, in minimum denominations
of $2,000 and in integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where the Notes may be presented for registration of transfer.


 


                Interest on the Notes shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.


 


Optional Redemption


 


                The
Notes are not entitled to any mandatory redemption or sinking fund
payments.  However, the Notes are
redeemable, at the option of the Company, in whole at any time or in part from
time to time at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest
thereon to the Redemption Date; and (ii) the sum of the remaining scheduled
payments of principal of and interest on the Notes to be redeemed (not
including any portion of the payment of interest accrued as of the Redemption
Date), discounted to their present value as of the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined herein), as determined by the
Quotation Agent (as defined herein), plus 25 basis points, plus accrued and
unpaid interest on the principal amount to be redeemed to the Redemption Date.


 


                “Adjusted
Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (as defined herein), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined herein) for such Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having an actual or interpolated maturity comparable to the remaining term of
the Notes to be redeemed 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 comparable maturity to the remaining term of the
Notes.  “Quotation Agent” means one of
the Reference Treasury Dealers (as defined herein) who the Company appointed.


 


                “Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the Company is provided fewer than four such Reference Treasury Dealer
Quotations (as defined herein), the average of all such Quotations.


 


                “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average 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 Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such Redemption Date.


 

















 


                “Reference
Treasury Dealer” means each of Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., and their respective
successors, and, at the Company’s option, additional Primary Treasury Dealers;
provided, however, that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.


 


                Notwithstanding
the foregoing, installments of interest whose Stated Maturity is prior to the
Redemption Date of any Note will be payable to the Holder of such Note, or one
or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Date referred to above, all as provided in the
Indenture.


 


                Notice of any redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each holder of the
Notes to be redeemed.  Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the Notes or portions thereof called for
redemption.


 


                All
notices of redemption shall state the Redemption Date, the Redemption Price, if
fewer than all the Outstanding Notes are to be redeemed, the identification
(and, in the case of partial redemption, the principal amounts) of the
particular Notes to be redeemed, that on the Redemption Date the Redemption
Price will become due and payable upon each Note, or portion thereof, to be
redeemed, that interest on each Note, or portion thereof, called for redemption
will cease to accrue on the Redemption Date and the place or places where Notes
may be surrendered for redemption. If fewer than all of the Notes are to be
redeemed at any time, selection of such Notes for redemption will be made by
the Trustee by such method as the Trustee shall deem fair and appropriate.


 


                In
the event of redemption of this Note in part only, a new Note or Notes of like
tenor for the unredeemed portion hereof will be issued in authorized
denominations in the name of the Holder hereof upon the cancellation hereof.


 


                For
all purposes of this Note and the Indenture, unless the context otherwise
requires, all provisions relating to the redemption by the Company of this Note
shall relate, in the case that this Note is redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of this Note that
has been or is to be redeemed.


 


Change of Control


 


                If a Change of Control Triggering Event occurs, unless the Company has
exercised its option to redeem the Notes (as described above), the Company
shall be required to make an offer (the “Change of Control Offer”) to each
holder of the Notes to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of that holder’s Notes on the
terms set forth below.  In the Change of
Control Offer, the Company shall be required to offer payment in cash equal to
101% of the aggregate principal amount of Notes repurchased, plus accrued and
unpaid interest, if any, on the Notes repurchased to the date of repurchase
(the “Change of Control Payment”). 
Within 30 days following any Change of Control Triggering Event or, at
the option of the Company, prior to any Change of Control, but after public
announcement of the transaction that constitutes or may constitute the Change
of Control, a notice shall be mailed to holders of the Notes describing the
transaction that constitutes or may constitute the Change of Control Triggering
Event and offering to repurchase the Notes on the date specified in the notice,
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed (the “Change of Control Payment Date”).  The notice shall, if mailed prior to the date
of consummation of the Change of Control, state that the offer to purchase is
conditioned on the Change of Control Triggering Event occurring on or prior to
the Change of Control Payment Date.


 


                On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(1)                                  accept for payment all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer;


(2)                                  deposit with the paying agent an amount
equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and

















 


(3)                                  deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an officer’s certificate
stating the aggregate principal amount of Notes or portions of Notes being
repurchased.


 


The Company shall not be required to make a Change of
Control Offer upon the occurrence of a Change of Control Triggering Event if a
third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and the third
party repurchases all Notes properly tendered and not withdrawn under its
offer.  In addition, the Company shall
not repurchase any Notes if there has occurred and is continuing on the Change
of Control Payment Date an Event of Default, other than a default in the payment
of the Change of Control Payment upon a Change of Control Triggering Event.


 


The Company shall comply with the requirements of Rule
14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of
the Notes as a result of a Change of Control Triggering Event. To the extent
that the provisions of any such securities laws or regulations conflict with
the Change of Control Offer provisions of the Notes, the Company shall comply
with those securities laws and regulations and shall not be deemed to have
breached its obligations under the Change of Control Offer provisions of the
Notes by virtue of any such conflict.


 


For purposes of the Change of Control Offer provisions
of the Notes, the following definitions shall apply:


 


“Change of Control” means the occurrence of any of the
following: (1) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than the Company or one of its Subsidiaries, becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Company’s Voting Stock or other Voting
Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares;
(2) the direct or indirect sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the Company’s assets and the
assets of its subsidiaries, taken as a whole, to one or more “persons” (as that
term is defined in the Indenture), other than the Company or one of its
Subsidiaries; or (3) the first day on which a majority of the members of the
Company’s Board of Directors are not Continuing Directors.  Notwithstanding the foregoing, a transaction
shall not be deemed to involve a Change of Control if (1) the Company becomes a
direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the
direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the
holders of the Company’s Voting Stock immediately prior to that transaction or
(B) immediately following that transaction no “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner, directly or
indirectly, of more than 50% of the Voting Stock of such holding company.


 


“Change of Control Triggering Event” means the
occurrence of both a Change of Control and a Rating Event.


 


“Continuing Director” means, as of any date of
determination, any member of the Company’s Board of Directors who (1) was a
member of such Board of Directors on the date the Notes were issued or (2) was
nominated for election, elected or appointed to such Board of Directors with
the approval of a majority of the continuing directors who were members of such
Board of Directors at the time of such nomination, election or appointment
(either by a specific vote or by approval of the Company’s proxy statement in
which such member was named as a nominee for election as a director).


 


“Investment Grade Rating” means a rating equal to or
higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from any replacement
rating agency or rating agencies.


 


“Moody’s” means Moody’s Investors Service, Inc.


 

















 


“Rating Agencies” means (1) each of Moody’s and S&P,
and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make
a rating of the Notes publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company (as certified by a resolution of the Company’s Board of Directors) as a
replacement agency for Moody’s or S&P, or both of them, as the case may be.


 


“Rating Event” means the rating on the Notes is
lowered by each of the Rating Agencies and the Notes are rated below an
investment grade rating by each of the Rating Agencies on any day within the
60-day period (which 60-day period will be extended so long as the rating of
the Notes is under publicly announced consideration for a possible downgrade by
any of the Rating Agencies) after the earlier of (1) the occurrence of a Change
of Control and (2) public notice of the Company’s intention to effect a Change
of Control; provided, however, that a Rating Event otherwise arising by virtue
of a particular reduction in rating shall not be deemed to have occurred in
respect of a particular Change of Control (and thus shall not be deemed a
Rating Event for purposes of the definition of Change of Control Triggering
Event) if the Rating Agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or inform
the Trustee in writing at the Company’s or its request that the reduction was
the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control has occurred at the time of
the Rating Event).


 


“S&P” means Standard & Poor’s Rating Services,
a division of The McGraw-Hill Companies, Inc.


 


“Voting Stock” means, with respect to any specified
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of
any date, the capital stock of such person that is at the time entitled to vote
generally in the election of the board of directors of such person.


 


Other Provisions of the Notes and
the Indenture


 


                If
an Event of Default with respect to the Notes shall occur and be continuing,
the principal of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture. 
Holders of Notes may not enforce their rights pursuant to the Indenture
or the Notes except as provided in the Indenture.


 


                The
Indenture permits, in certain circumstances therein specified, the amendment
thereof without the consent of the Holders of the Securities.   The Indenture also permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations under the Indenture of the Company and the rights of
the Holders of the Securities of each series to be affected 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. 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 all the 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 the 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.


 


                No
reference herein to the Indenture and no provision of this Note or, subject to
the provisions for satisfaction and discharge in Article Eight of the
Indenture, 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.


 


                The
Indenture permits the Company, by irrevocably depositing, in amounts and
maturities sufficient to pay and discharge at the Stated Maturity or Redemption
Date, as the case may be, the entire indebtedness on all Outstanding Notes,
cash or direct obligations of, or obligations the principal of and interest on
which are fully guaranteed by, the United States government, and which are not
subject to prepayment, redemption or call, with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed
to have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of 


 

















 


principal and interest at the
Stated Maturity or Redemption Date, as the case may be. The Indenture also
permits, in certain circumstances therein specified, the Company to be released
from certain of its obligations under the Indenture on the terms and subject to
the conditions therein provided.


 


                As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the register of Securities, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in the Borough of Manhattan, The City of New York, or at such other
offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


                No
service charge shall be made by the Company, the Trustee or the Registrar for
any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax, assessment or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6 or 9.5 of the Indenture, not involving any transfer).


 


                Prior
to due 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 all purposes, whether or
not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.


 


                The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York of the United
States of America, including without limitation, New York General Obligations
Law Sections 5-1401 and 5-1402 and New York Civil Practice Law and Rules 327.


 


                All undefined terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 

















 


ABBREVIATIONS


 


                The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


TEN COM - as tenants in
common


 


UNIF GIFT MIN ACT  _________ 
Custodian _________ - Under Uniform Gifts to Minor Act (State)


                                           (Cust.)                            
(Minor)


 


TEN ENT - as tenants by the
entireties


 


JT TEN - as joint tenants
with right of survivor- ship and not as tenants in common


 


 


Additional
abbreviations may also be used though not in the above list.


_______________________


 


 


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


 


Please Insert Social Security
or Employer


Identification number of
assignee


 




 


               —         —


 





 




 





Please Print or Typewrite Name and Address




Including Postal Zip Code of Assignee


 





 


the within Security and all
rights thereunder, hereby irrevocably constituting and appointing
___________________ attorney to transfer said Security on the books of the
Company, with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  



 


 


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






 












 


EXHIBIT
B


 


Form
of Thirty-Year Note


 

















 


 


Unless and until it is
exchanged in whole or in part for Notes in definitive form, this Note may not
be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  Unless this certificate is presented by an
authorized representative of The Depository Trust Company, New York, New York (“DTC”)
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of DTC and any payment
is made to Cede & Co. or such other entity as is requested by an authorized
representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede
& Co., has an interest herein.


 




	
  REGISTERED

  	
   

  	
  YUM!
  BRANDS, INC.

  	
   

  	
  REGISTERED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.875%
  SENIOR NOTE DUE 

  NOVEMBER
  15, 2037

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NO.
  R-

  	
   

  	
   

  	
   

  	
  Principal
  Amount: $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CUSIP:
  988498 AD3

  






 


                YUM!
Brands, Inc., a corporation duly organized and existing under the laws of the
State of North Carolina (herein referred to as the “Company,” which term
includes any successor corporation under the Indenture as hereinafter referred
to) for value received, hereby promises to pay to             , or registered assigns, the
principal sum of                       
on November 15, 2037 and to pay interest thereon from October 19, 2007
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for semiannually in arrears on May 15 and November 15, in each
year, commencing on May 15, 2008 at the rate of 6.875% per annum, until the
principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined herein), 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 Regular Record Date, which shall be the May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date.  Except as otherwise provided in
the Indenture, any such interest not punctually paid or duly provided for on
any Interest Payment Date (herein called “Defaulted Interest”) will forthwith
cease to be payable to the Holder on the Regular Record Date with respect to
such Interest Payment 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 of which shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date, or 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, all as more fully provided in said
Indenture.  Payment of the principal and
interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
and at any other office or agency maintained by the Company for such purpose,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the register of
Securities; and provided, further, that
the Holder of this Note shall be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date.


 


                Reference
is hereby made to the further provisions of this Note set forth herein, which
further provisions shall for all proposes have the same effect as if set forth
at this place.


 


                Unless
the certificate of authentication hereon has been executed by the Trustee or
its duly appointed authenticating agent 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, YUM!
Brands, Inc. has caused this instrument to be signed by the manual signature of
its Chairman of the Board, one of its Vice Chairmen, its President or one of
its Vice Presidents, or the Treasurer or any Assistant Treasurer, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.


 


                                                                                                                YUM!
BRANDS, INC.


 


                                (SEAL)


	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
  Ted F. Knopf

  
	
  Title:

  	
  Senior Vice President of Finance
  and Corporate Controller

  



 


ATTEST:


 


 


 


	
  By:

  	
   

  
	
  Name:

  	
  Linda Gregg

  
	
  Title:

  	
  Assistant Secretary

  



 


 


Dated: October        ,
2007


 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


                This is one of the Notes of the series designated
herein referred to in the within-mentioned Indenture.


 


THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee


 


 


 


	
  By:

  	
   

  
	
   

  	
  Authorized Signatory

  



 


 


2

















 


YUM!
BRANDS, INC.


6.875%
SENIOR NOTE DUE NOVEMBER 15, 2037


 


                This
Note is one of a duly authorized issue of securities (herein called the “Securities”)
of the Company (which term includes any successor corporation under the
Indenture hereinafter referred to), issued and to be issued pursuant to an
Indenture, dated as of May 1, 1998 (herein called the “Indenture”), between the
Company and The Bank
of New York Trust Company, N.A., as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the
Indenture).  This Note is one of a series
designated by the Company as its 6.875% Senior Notes due November 15, 2037,
initially limited in aggregate principal amount to $600,000,000.


 


                The
Company issued this Note pursuant to the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.


 


                The
Notes are issuable in registered form, without coupons, in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of
any authorized denomination, as requested by the Holder surrendering the same,
upon surrender of the Note or Notes to be exchanged at any office or agency
described below where the Notes may be presented for registration of transfer.


 


                Interest on the Notes shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.


 


Optional Redemption


 


                The
Notes are not entitled to any mandatory redemption or sinking fund payments.  However, the Notes are redeemable, at the
option of the Company, in whole at any time or in part from time to time at a
Redemption Price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed plus accrued and unpaid interest thereon to the
Redemption Date; and (ii) the sum of the remaining scheduled payments of
principal of and interest on the Notes to be redeemed (not including any
portion of the payment of interest accrued as of the Redemption Date),
discounted to their present value as of the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined herein), as determined by the Quotation
Agent (as defined herein), plus 30 basis points, plus accrued and unpaid
interest on the principal amount to be redeemed to the Redemption Date.


 


                “Adjusted
Treasury Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue (as defined herein), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined herein) for such Redemption Date.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having an actual or interpolated maturity comparable to the remaining term of
the Notes to be redeemed 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 comparable maturity to the remaining term of the
Notes.  “Quotation Agent” means one of
the Reference Treasury Dealers (as defined herein) who the Company appointed.


 


                “Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the Company is provided fewer than four such Reference Treasury Dealer
Quotations (as defined herein), the average of all such Quotations.


 


                “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average 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 Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such Redemption Date.


 


3

















 


                “Reference
Treasury Dealer” means each of Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc. and J.P. Morgan Securities Inc., and their respective
successors, and, at the Company’s option, additional Primary Treasury Dealers;
provided, however, that if any of the foregoing ceases to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.


 


                Notwithstanding
the foregoing, installments of interest whose Stated Maturity is prior to the
Redemption Date of any Note will be payable to the Holder of such Note, or one
or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Date referred to above, all as provided in the
Indenture.


 


                Notice of any redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each holder of the
Notes to be redeemed.  Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date,
interest will cease to accrue on the Notes or portions thereof called for
redemption.


 


                All
notices of redemption shall state the Redemption Date, the Redemption Price, if
fewer than all the Outstanding Notes are to be redeemed, the identification
(and, in the case of partial redemption, the principal amounts) of the
particular Notes to be redeemed, that on the Redemption Date the Redemption
Price will become due and payable upon each Note, or portion thereof, to be
redeemed, that interest on each Note, or portion thereof, called for redemption
will cease to accrue on the Redemption Date and the place or places where Notes
may be surrendered for redemption. If fewer than all of the Notes are to be
redeemed at any time, selection of such Notes for redemption will be made by
the Trustee by such method as the Trustee shall deem fair and appropriate.


 


                In
the event of redemption of this Note in part only, a new Note or Notes of like
tenor for the unredeemed portion hereof will be issued in authorized
denominations in the name of the Holder hereof upon the cancellation hereof.


 


                For
all purposes of this Note and the Indenture, unless the context otherwise
requires, all provisions relating to the redemption by the Company of this Note
shall relate, in the case that this Note is redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of this Note that
has been or is to be redeemed.


 


Change of Control


 


                If a Change of Control Triggering Event occurs, unless the Company has
exercised its option to redeem the Notes (as described above), the Company
shall be required to make an offer (the “Change of Control Offer”) to each
holder of the Notes to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of that holder’s Notes on the
terms set forth below.  In the Change of
Control Offer, the Company shall be required to offer payment in cash equal to
101% of the aggregate principal amount of Notes repurchased, plus accrued and
unpaid interest, if any, on the Notes repurchased to the date of repurchase
(the “Change of Control Payment”). 
Within 30 days following any Change of Control Triggering Event or, at
the option of the Company, prior to any Change of Control, but after public
announcement of the transaction that constitutes or may constitute the Change
of Control, a notice shall be mailed to holders of the Notes describing the transaction
that constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase the Notes on the date specified in the notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed (the “Change of Control Payment Date”).  The notice shall, if mailed prior to the date
of consummation of the Change of Control, state that the offer to purchase is
conditioned on the Change of Control Triggering Event occurring on or prior to
the Change of Control Payment Date.


 


                On
the Change of Control Payment Date, the Company shall, to the extent lawful:


 


(1)                                  accept for payment all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer;


(2)                                  deposit with the paying agent an amount
equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and


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(3)                                  deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an officer’s certificate
stating the aggregate principal amount of Notes or portions of Notes being
repurchased.


 


The Company shall not be required to make a Change of
Control Offer upon the occurrence of a Change of Control Triggering Event if a
third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for an offer made by the Company and the third
party repurchases all Notes properly tendered and not withdrawn under its
offer.  In addition, the Company shall
not repurchase any Notes if there has occurred and is continuing on the Change
of Control Payment Date an Event of Default, other than a default in the
payment of the Change of Control Payment upon a Change of Control Triggering
Event.


 


The Company shall comply with the requirements of Rule
14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control Triggering Event. To the extent that
the provisions of any such securities laws or regulations conflict with the
Change of Control Offer provisions of the Notes, the Company shall comply with
those securities laws and regulations and shall not be deemed to have breached
its obligations under the Change of Control Offer provisions of the Notes by
virtue of any such conflict.


 


For purposes of the Change of Control Offer provisions
of the Notes, the following definitions shall apply:


 


“Change of Control” means the occurrence of any of the
following: (1) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of its Subsidiaries, becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the Company’s Voting Stock or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated, exchanged or changed,
measured by voting power rather than number of shares; (2) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the Company’s assets and the assets of its subsidiaries,
taken as a whole, to one or more “persons” (as that term is defined in the
Indenture), other than the Company or one of its Subsidiaries; or (3) the first
day on which a majority of the members of the Company’s Board of Directors are
not Continuing Directors. 
Notwithstanding the foregoing, a transaction shall not be deemed to
involve a Change of Control if (1) the Company becomes a direct or indirect
wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect
holders of the Voting Stock of such holding company immediately following that
transaction are substantially the same as the holders of the Company’s Voting
Stock immediately prior to that transaction or (B) immediately following that
transaction no “person” (as that term is used in Section 13(d)(3) of the
Exchange Act) (other than a holding company satisfying the requirements of this
sentence) is the beneficial owner, directly or indirectly, of more than 50% of
the Voting Stock of such holding company.


 


“Change of Control Triggering Event” means the
occurrence of both a Change of Control and a Rating Event.


 


“Continuing Director” means, as of any date of
determination, any member of the Company’s Board of Directors who (1) was a
member of such Board of Directors on the date the Notes were issued or (2) was
nominated for election, elected or appointed to such Board of Directors with
the approval of a majority of the continuing directors who were members of such
Board of Directors at the time of such nomination, election or appointment
(either by a specific vote or by approval of the Company’s proxy statement in
which such member was named as a nominee for election as a director).


 


“Investment Grade Rating” means a rating equal to or
higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from any replacement
rating agency or rating agencies.


 


“Moody’s” means Moody’s Investors Service, Inc.


 


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“Rating Agencies” means (1) each of Moody’s and
S&P, and (2) if either Moody’s or S&P ceases to rate the Notes or fails
to make a rating of the Notes publicly available for reasons outside of the
Company’s control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected
by the Company (as certified by a resolution of the Company’s Board of
Directors) as a replacement agency for Moody’s or S&P, or both of them, as
the case may be.


 


“Rating Event” means the rating on the Notes is
lowered by each of the Rating Agencies and the Notes are rated below an
investment grade rating by each of the Rating Agencies on any day within the
60-day period (which 60-day period will be extended so long as the rating of
the Notes is under publicly announced consideration for a possible downgrade by
any of the Rating Agencies) after the earlier of (1) the occurrence of a Change
of Control and (2) public notice of the Company’s intention to effect a Change
of Control; provided, however, that a Rating Event otherwise arising by virtue
of a particular reduction in rating shall not be deemed to have occurred in
respect of a particular Change of Control (and thus shall not be deemed a
Rating Event for purposes of the definition of Change of Control Triggering
Event) if the Rating Agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or inform
the Trustee in writing at the Company’s or its request that the reduction was
the result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control has occurred at the time of
the Rating Event).


 


“S&P” means Standard & Poor’s Rating Services,
a division of The McGraw-Hill Companies, Inc.


 


“Voting Stock” means, with respect to any specified “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), as of any date,
the capital stock of such person that is at the time entitled to vote generally
in the election of the board of directors of such person.


 


Other Provisions of the Notes and
the Indenture


 


                If
an Event of Default with respect to the Notes shall occur and be continuing,
the principal of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture. 
Holders of Notes may not enforce their rights pursuant to the Indenture
or the Notes except as provided in the Indenture.


 


                The
Indenture permits, in certain circumstances therein specified, the amendment
thereof without the consent of the Holders of the Securities.   The Indenture also permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations under the Indenture of the Company and the rights of
the Holders of the Securities of each series to be affected 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. 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
all the 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 the 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.


 


                No
reference herein to the Indenture and no provision of this Note or, subject to
the provisions for satisfaction and discharge in Article Eight of the
Indenture, 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.


 


                The
Indenture permits the Company, by irrevocably depositing, in amounts and
maturities sufficient to pay and discharge at the Stated Maturity or Redemption
Date, as the case may be, the entire indebtedness on all Outstanding Notes,
cash or direct obligations of, or obligations the principal of and interest on
which are fully guaranteed by, the United States government, and which are not
subject to prepayment, redemption or call, with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed
to have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of


 


6

















 


principal and interest at the
Stated Maturity or Redemption Date, as the case may be. The Indenture also
permits, in certain circumstances therein specified, the Company to be released
from certain of its obligations under the Indenture on the terms and subject to
the conditions therein provided.


 


                As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the register of Securities, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in the Borough of Manhattan, The City of New York, or at such other
offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


                No
service charge shall be made by the Company, the Trustee or the Registrar for
any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax, assessment or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 2.11, 3.6 or 9.5 of the Indenture, not involving any transfer).


 


                Prior
to due 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 all purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


                The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York of the United
States of America, including without limitation, New York General Obligations
Law Sections 5-1401 and 5-1402 and New York Civil Practice Law and Rules 327.


 


                All undefined terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.


 


7

















 


ABBREVIATIONS


 


                The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


TEN COM - as tenants in
common


 


UNIF GIFT MIN ACT  _____________ 
Custodian _____________ - Under Uniform Gifts to Minor Act (State)


                                           (Cust.)                            
(Minor)


 


TEN ENT - as tenants by the
entireties


 


JT TEN - as joint tenants
with right of survivor- ship and not as tenants in common


 


 


Additional
abbreviations may also be used though not in the above list.


____________________


 


 


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


 


Please Insert Social Security
or Employer


Identification number of
assignee


 




 


            —           —


 





 




 





Please Print or Typewrite Name and Address




Including Postal Zip Code of Assignee


 





 


the within Security and all
rights thereunder, hereby irrevocably constituting and appointing ____________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature

  



 


 


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


 


8