ex10-25.htm


  


    
      	 
      
	 
      
	 
      
	 
      
	 
      
	
              YUM!
      BRANDS

            
	 
      
	
              THIRD
      COUNTRY NATIONAL

            
	 
      
	
              RETIREMENT
      PLAN

            
	 
    
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	
              Effective
      as of January 1, 2009

            
	 
      
	 
      
	 
      
	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ARTICLE
      I – FOREWORD

            	
              1

            
	
              ARTICLE
      II – DEFINITIONS

            	
              2

            
	
              2.01

            	
              ALLOCATION
      DATE:

            	
              2

            
	
              2.02

            	
              AUTHORIZED
      LEAVE OF ABSENCE:

            	
              2

            
	
              2.03

            	
              BASE
      COMPENSATION:

            	
              2

            
	
              2.04

            	
              BENEFICIARY:

            	
              2

            
	
              2.05

            	
              BONUS
      COMPENSATION:

            	
              3

            
	
              2.06

            	
              BREAK
      IN SERVICE PAYMENT ELECTION:

            	
              3

            
	
              2.07

            	
              CHANGE
      IN CONTROL:

            	
              3

            
	
              2.08

            	
              CODE:

            	
              5

            
	
              2.09

            	
              COMPANY:

            	
              5

            
	
              2.10

            	
              DISABILITY:

            	
              5

            
	
              2.11

            	
              DISABILITY
      BENEFITS:

            	
              6

            
	
              2.12

            	
              DISABILITY
      LEAVE OF ABSENCE:

            	
              6

            
	
              2.13

            	
              DISABILITY
      PAYMENT ELECTION:

            	
              6

            
	
              2.14

            	
              EARNINGS
      CREDIT:

            	
              6

            
	
              2.15

            	
              EARNINGS
      RATE:

            	
              6

            
	
              2.16

            	
              EMPLOYER:

            	
              7

            
	
              2.17

            	
              EMPLOYER
      CREDIT / EMPLOYER CREDIT PERCENTAGE:

            	
              7

            
	
              2.18

            	
              ERISA:

            	
              7

            
	
              2.19

            	
              EXECUTIVE
      / ELIGIBLE EXECUTIVE:

            	
              7

            
	
              2.21

            	
              KEY
      EMPLOYEE:

            	
              8

            
	
              2.22

            	
              TCN
      ACCOUNT:

            	
              10

            
	
              2.23

            	
              TCN
      BENEFIT:

            	
              10

            
	
              2.24

            	
              ONE-YEAR
      BREAK IN SERVICE:

            	
              10

            
	
              2.25

            	
              PARTICIPANT:

            	
              10

            
	
              2.26

            	
              PLAN:

            	
              10

            
	
              2.27

            	
              PLAN
      ADMINISTRATOR:

            	
              10

            
	
              2.28

            	
              PLAN
      YEAR:

            	
              11

            
	
              2.29

            	
              RETIREMENT:

            	
              11

            
	
              2.30

            	
              SECTION
      409A:

            	
              11

            
	
              2.31

            	
              SEPARATION
      FROM SERVICE:

            	
              11

            
	
              2.32

            	
              SPOUSE:

            	
              11

            
	
              2.33

            	
              TERMINATION
      DATE:

            	
              11

            
	
              2.34

            	
              VALUATION
      DATE:

            	
              11

            
	
              2.35

            	
              VESTING
      SCHEDULE:

            	
              12

            
	
              2.36

            	
              VESTED
      TCN ACCOUNT:

            	
              12

            
	
              2.37

            	
              YEAR
      OF PARTICIPATION:

            	
              12

            
	
              2.38

            	
              YEAR
      OF SERVICE:

            	
              12

            
	
              2.39

            	
              YUM!
      ORGANIZATION:

            	
              13

            
	
              ARTICLE
      III – PARTICIPATION

            	
              14

            
	
              3.01

            	
              ELIGIBILITY
      TO PARTICIPATE.

            	
              14

            
	
              3.02

            	
              INCEPTION
      OF PARTICIPATION.

            	
              15

            
	 
      	 
      	 
      


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


     

    


    
      	
              3.03

            	
              TERMINATION
      OF PARTICIPATION.

            	
              15

            
	
              3.04

            	
              BREAK
      IN SERVICE.

            	
              16

            
	
              ARTICLE
      IV – ELECTIONS

            	
              18

            
	
              4.01

            	
              BENEFICIARIES.

            	
              18

            
	
              4.02

            	
              DEFERRAL
      OF PAYMENT WHILE RECEIVING DISABILITY BENEFITS.

            	
              18

            
	
              4.03

            	
              BREAK
      IN SERVICE DEFERRAL OF PAYMENT.

            	
              19

            
	
              ARTICLE
      V – PARTICIPANT TCN BENEFITS

            	
              21

            
	
              5.01

            	
              CREDITS
      TO A PARTICIPANT’S TCN ACCOUNT.

            	
              21

            
	
              5.02

            	
              VESTING
      SCHEDULE.

            	
              23

            
	
              5.03

            	
              DISTRIBUTION
      OF A PARTICIPANT’S VESTED TCN ACCOUNT.

            	
              24

            
	
              5.04

            	
              VALUATION.

            	
              26

            
	
              5.05

            	
              PAYMENT
      OF TAXES AND TCN ACCOUNT REDUCTION.

            	
              26

            
	
              ARTICLE
      VI – PLAN ADMINISTRATION

            	
              28

            
	
              6.01

            	
              PLAN
      ADMINISTRATOR.

            	
              28

            
	
              6.02

            	
              POWERS
      OF THE PLAN ADMINISTRATOR.

            	
              28

            
	
              6.03

            	
              COMPENSATION,
      INDEMNITY AND LIABILITY.

            	
              29

            
	
              6.04

            	
              TAXES.

            	
              29

            
	
              6.05

            	
              RECORDS
      AND REPORTS.

            	
              29

            
	
              6.06

            	
              RULES
      AND PROCEDURES.

            	
              30

            
	
              6.07

            	
              APPLICATIONS
      AND FORMS.

            	
              30

            
	
              6.08

            	
              CONFORMANCE
      WITH SECTION 409A.

            	
              30

            
	
              ARTICLE
      VII – CLAIMS PROCEDURES

            	
              31

            
	
              7.01

            	
              CLAIMS
      FOR BENEFITS.

            	
              31

            
	
              7.02

            	
              APPEALS.

            	
              31

            
	
              7.03

            	
              SPECIAL
      CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS.

            	
              31

            
	
              7.04

            	
              EXHAUSTION
      OF CLAIMS PROCEDURES.

            	
              32

            
	
              7.05

            	
              LIMITATIONS
      ON ACTIONS.

            	
              33

            
	
              ARTICLE
      VIII – AMENDMENT AND TERMINATION

            	
              35

            
	
              8.01

            	
              AMENDMENT
      TO THE PLAN.

            	
              35

            
	
              8.02

            	
              TERMINATION
      OF THE PLAN.

            	
              35

            
	
              ARTICLE
      IX – MISCELLANEOUS

            	
              37

            
	
              9.01

            	
              LIMITATION
      ON PARTICIPANT RIGHTS.

            	
              37

            
	
              9.02

            	
              UNFUNDED
      OBLIGATION OF INDIVIDUAL EMPLOYER.

            	
              37

            
	
              9.03

            	
              OTHER
      BENEFIT PLANS.

            	
              37

            
	
              9.04

            	
              RECEIPT
      OR RELEASE.

            	
              37

            
	
              9.05

            	
              GOVERNING
      LAW.

            	
              38

            
	
              9.06

            	
              ADOPTION
      OF PLAN BY RELATED EMPLOYERS.

            	
              38

            
	
              9.07

            	
              RULES
      OF CONSTRUCTION.

            	
              38

            
	
              9.08

            	
              SUCCESSORS
      AND ASSIGNS; NONALIENATION OF BENEFITS.

            	
              39

            
	
              9.09

            	
              FACILITY
      OF PAYMENT.

            	
              39

            
	
              ARTICLE
      X – SIGNATURE

            	
              40

            


    

     

    


    


    


    



    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    ARTICLE
I – FOREWORD

     

    Yum! Brands, Inc. (the “Company”)
established the Yum! Brands Third Country National Retirement Plan (the “Plan”)
to benefit certain executives (as more specifically provided herein) who have
taken an assignment with the Company in locations away from their home country
and who are ineligible or unable to participate in a retirement plan sponsored
by the Company in either the country of their assignment or their home country
while on such assignment.

    


    The Plan is effective as of January 1,
2009 (the “Effective Date”).  This document sets forth the terms of
the Plan, specifying the group of executives of the Company and certain
affiliated employers who are eligible to participate, and the Plan’s general
provisions for determining and distributing benefits.

    


    The Plan is unfunded and unsecured for
purposes of the Code and ERISA.  The benefits of an executive are an
obligation of that executive’s individual employer.  With respect to
his employer, the executive has the rights of an unsecured general
creditor.

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    ARTICLE
II – DEFINITIONS

     

    When used in this Plan, the following
bold terms shall have the meanings set forth below unless a different meaning is
plainly required by the context:

    


    2.01           Allocation
Date:

     

    The date as of which an Employer Credit
is credited to the Participant’s TCN Account, which shall be the last business
day of each Plan Year.  In addition, when a Participant no longer is
an active Participant, the last day of the calendar quarter containing his
Termination Date shall also be an Allocation Date.

    


    2.02           Authorized
Leave of Absence:

     

    A period of time when a Participant is
considered to remain in the employment of his Employer (except as provided
below) while not actively rendering services to his Employer as a result of one
or more of the following –

    


    (a)           Any
absence of 6 months or less (or 24 months or less, if the Participant retains a
contractual right to return to work) that is authorized by an Employer under the
Employer’s standard personnel practices, whether paid or unpaid, as long as
there is a reasonable expectation that the Participant will return to perform
services for the Employer;

    


    (b)           A
leave of absence pursuant to the Uniformed Services Employment and Reemployment
Rights Act (“USERRA”); or

    


    (c)           A
leave of absence pursuant to the Family Medical Leave Act (“FMLA”) or any other
similar family medical leave law of a particular state, if such law provides for
a longer leave of absence than the FMLA.

    


    2.03           Base
Compensation:

     

    An Eligible Executive’s gross base
salary, as determined by the Plan Administrator, whether paid in U.S. dollars
from an Employer’s U.S. payroll or in the currency of the country in which the
Executive renders services to the Employer (which may be converted to a U.S.
dollar amount for administrative convenience) for a period that the Eligible
Executive is an active Participant in the Plan.  For any applicable
period, an Eligible Executive’s gross base salary shall be determined without
regard to any reductions that may apply to the base salary, including applicable
tax withholdings, Executive-authorized deductions (including deductions for the
Yum! Brands 401(k) Plan and applicable health and welfare benefits), tax levies
and garnishments.

    


    2.04           Beneficiary:

     

    The person or persons (including a
trust or trusts) properly designated by a Participant, as determined by the Plan
Administrator, to receive the Participant’s Vested TCN Account in the event of
the Participant's death.  To be effective, any Beneficiary designation
must be in writing, signed by the Participant, and filed with the Plan
Administrator prior to the Participant’s death, and it must meet such other
standards (including the requirement for spousal consent to the naming of a
non-Spouse beneficiary by a married Participant) as the Plan Administrator shall
require from time to time.  An incomplete Beneficiary designation, as
determined by the Plan Administrator, shall be void and of no
effect.  If some but not all of the
persons designated by a Participant to receive his Vested TCN Account at death
predecease the Participant, the Participant’s surviving Beneficiaries shall be
entitled to the portion of the Participant’s Vested TCN Account intended for
such pre-deceased persons in proportion to the surviving Beneficiaries’
respective shares; provided that primary beneficiaries shall be paid before
contingent beneficiaries.  If no designation is in effect at the time
of a Participant’s death or if all designated Beneficiaries have predeceased the
Participant, then the Participant’s Beneficiary shall be (i) in the case of a
Participant who is married at death, the Participant’s Spouse, or (ii) in the
case of a Participant who is not married at death, the Participant’s
estate.  A Beneficiary designation of an individual by name (or name
and relationship) remains in effect regardless of any change in the designated
individual’s relationship to the Participant.  A Beneficiary
designation solely by relationship (for example, a designation of “Spouse,” that
does not give the name of the Spouse) shall designate whoever is the person (if
any) in that relationship to the Participant at his death.  An
individual who is otherwise a Beneficiary with respect to a Participant’s Vested
TCN Account ceases to be a Beneficiary when all applicable payments have been
made from the TCN Account.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    


    2.05           Bonus
Compensation:

     

    The gross amount of an Eligible
Executive’s target annual incentive or bonus award, which shall be equal to the
Eligible Executive’s current annualized Base Compensation in effect as of the
applicable Allocation Date multiplied by the
Eligible Executive’s current target bonus percentage, in effect as of the
applicable Allocation Date, under his Employer’s annual incentive or bonus
plan.  Bonus Compensation shall be determined by the Plan
Administrator, without regard to whether it is paid in U.S. dollars from an
Employer’s U.S. payroll or in the currency of the country in which the Executive
renders services to the Employer (which may be converted to a U.S. dollar amount
for administrative convenience).  An Eligible Executive’s Bonus
Compensation shall be determined without regard to any reductions that may
apply, including applicable tax withholdings, Executive-authorized deductions
(including deductions for the Yum! Brands 401(k) Plan and applicable health and
welfare benefits), tax levies, and garnishments.

    


    2.06           Break
in Service Payment Election:

     

    The election to defer the distribution
of a Participant’s Pre-Break Subaccount, if applicable, pursuant to the
provisions of Section 4.03.

    


    2.07           Change
in Control:

     

    A “Change in Control” shall be deemed
to occur if the event set forth in any one of the following paragraphs shall
have occurred:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    


    (a)           Any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company (not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or an Affiliate)
representing 20% or more of the combined voting power of the Company’s then
outstanding securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (i) of subsection (c)
below;

    


    (b)           The
following individuals cease for any reason to constitute a majority of the
number of directors then serving; individuals who, on the date hereof,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including a consent solicitation, relating to the election of directors
of the Company), whose appointment or election by the Board or nomination for
election by the Company’s stockholders was approved or recommended by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended; or

    


    (c)           There
is consummated a merger or consolidation of the Company or any direct or
indirect Subsidiary with any other corporation, other than (i) a merger or
consolidation immediately following which those individuals who immediately
prior to the consummation of such merger or consolidation, constituted the
Board, constitute a majority of the board of directors of the Company or the
surviving or resulting entity or any parent thereof, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or an Affiliate) representing 20% or more of the combined
voting power of the Company’s then outstanding securities.

    


    Notwithstanding the foregoing, a
“Change in Control” shall not be deemed to have occurred by virtue of the
consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately following such
transaction or series of transactions.

    


    (d)           For
purposes of the foregoing, the following capitalized and underlined words shall
have the meanings ascribed to them below:

    


    (1)           “Affiliate” shall have
the meaning set forth in Rule 12b-2 under Section 12 of the Exchange
Act.

    


    (2)           “Beneficial Owner”
shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except
that a Person shall not be deemed to be the Beneficial Owner of any securities
which are properly filed on a Form 13-G.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    (3)           “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to
time.

    


    (4)           “Person” shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof, except that such term shall not include (i)
the Company or any of its Affiliates; (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Subsidiaries; (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

    


    (5)           “Subsidiary” means any
corporation, partnership, joint venture or other entity during any period in
which at least a fifty percent voting or profits interest is owned, directly or
indirectly, by the Company (or by any entity that is a successor to the
Company).

    


    2.08           Code:

     

    The Internal Revenue Code of 1986, as
amended from time to time.

    


    2.09           Company:

     

    Yum! Brands, Inc., a corporation
organized and existing under the laws of the State of North Carolina, or its
successor or successors.

    


    2.10           Disability:

     

    A Participant shall be considered to
suffer from a Disability, if, in the judgment of the Plan Administrator
(determined in accordance with the provisions of Section 409A), the Participant
–

    


    (a)           Is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or

    


    (b)           By
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, is receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan of the
Company (including the Yum! Brands Short-Term Disability Plan and the Yum!
Brands Long-Term Disability Plan).

    


    A Participant who has received a Social
Security disability award will be conclusively deemed to satisfy the
requirements of subsection (a).  In turn, a Participant who has not
received a Social Security disability award will be conclusively deemed to not
meet the requirements of subsection (a).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    


    The related term, “Disabled,” shall
mean to suffer from a Disability.

    


    2.11           Disability
Benefits:

     

    The receipt by a Participant of
short-term disability benefits from the Yum! Brands Short-Term Disability Plan
(or such other short-term disability plan sponsored by his Employer) or
long-term disability benefits from the Yum! Brands Long-Term Disability Plan (or
such other long-term disability plan sponsored by his Employer).

    


    2.12           Disability
Leave of Absence:

     

    A continuous period of absence during
which the Participant is receiving Disability Benefits.  A
Participant’s Disability Leave of Absence shall end on the earlier of the date
when the Participant is no longer receiving Disability Benefits or the date that
the Participant is entitled to payment under Section 5.03 as a result of the
Participant’s Separation from Service (i.e., when the Participant
Separates from Service as a result of his Disability or age 55, if
later).  However, if the Participant executes a valid Disability
Payment Election pursuant to Section 4.02, such Participant’s Disability Leave
of Absence shall be extended until the specific payment date listed in the
Disability Payment Election (or such later Disability Payment
Election).  The Participant shall be considered to be on a Disability
Leave of Absence without regard to whether the Participant is generally
considered to be a continuing Employee of the Employer.

    


    2.13           Disability
Payment Election:

     

    The voluntary election that can be made
by a Disabled Participant under Section 4.02 to extend his Disability Leave of
Absence and the payment of his TCN Benefits.

    


    2.14           Earnings
Credit:

     

    The increment added to a Participant’s
TCN Account as a result of crediting the account with a return based on the
Participant’s Earnings Rate.

    


    2.15           Earnings
Rate:

     

    (a)           Earnings Rate as of the
Effective Date.  As of the Effective Date, the Earnings Rate
shall be five percent (5%) per annum, compounded annually.  In the
event a Valuation Date occurs less than 12 months after the prior Valuation
Date, this Earnings Rate shall be converted to a rate for the period since the
last Valuation Date by reducing it to a rate that is appropriate for such
shorter period.  Such reduction shall be done in a way that would
result in the specified five percent annual rate of return being earned for the
number of such periods that equals one year.  The Earnings Rate is
used to determine the Earnings Credit that is credited to the Participant’s TCN
Account from time to time pursuant to the provisions of Section
5.01(d).

    


    (b)           Adjustments to the Earnings
Rate.  As provided by Section 5.01(d), the Earnings Rate shall
be evaluated and may be revised by the Company on an annual
basis.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    


    2.16           Employer:

     

    The Company, and each division of the
Company and each of the Company’s subsidiaries and affiliates (if any) that is
currently designated as an adopting Employer of the Plan by the
Company.  Where there is a question as to whether a particular
division, subsidiary or affiliate is an Employer under the Plan, the
determination of the Plan Administrator shall be absolutely
conclusive.  An entity shall be an Employer hereunder only for the
period that it is – (a) so determined by the Plan Administrator, and (b) a
member of the Yum! Organization.

    


    2.17           Employer
Credit / Employer Credit Percentage:

     

    The Employer Credit is an amount that
is credited to a Participant’s TCN Account as of each Allocation Date pursuant
to the provisions of Section 5.01(b) and (c).  The “Employer Credit
Percentage” is the percentage in Section 5.01(b) of Base Compensation or Bonus
Compensation (or both), which is used to calculate a Participant’s Employer
Credit pursuant to Section 5.01(c).

    


    2.18           ERISA:

     

    Public Law 93-406, the Employee
Retirement Income Security Act of 1974, as amended from time to
time.

    


    2.19           Executive
/ Eligible Executive:

     

    (a)           An
“Executive” is any individual who (i) is in an executive classification of an
Employer, (ii) is receiving remuneration for personal services that he or she is
currently rendering in the employment of an Employer (or who is on an Authorized
Leave of Absence), and (iii) transfers from a position with the Company to an
assignment with the Company in a different country and at a location that is
neither within his Home Country (as defined in subsection (c) below) nor the
United States, subject to subsection (b).  Notwithstanding the
foregoing, the Vice President of Global Talent Management, in his sole
discretion, may waive the requirement in (iii) above and classify as an
Executive any individual who otherwise satisfies the requirements of paragraphs
(i) and (ii) above.  The waiver described in the preceding sentence
must be made in writing prior to the time benefits would otherwise be paid to
the individual under the Plan. The term “Eligible Executive” shall have the
meaning provided in Section 3.01.

    


    (b)           Notwithstanding
the foregoing, an individual who initially satisfies the requirements to be an
Executive under subsection (a) above, but who subsequently transfers to
Temporary Assignment (as defined in subsection (c) below) in the United States,
shall remain an Executive hereunder for the duration of such Temporary
Assignment, unless otherwise determined by Vice President of Global Talent
Management in his sole and absolute discretion.

    


    (c)           For
purposes of the foregoing, the following capitalized and underlined words shall
have the meanings ascribed to them below:


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    


    (1)           “Home Country” means
the country of an individual’s citizenship; provided that if an individual has
acquired (or acquires) legal status as a permanent resident of another country,
such other country shall be his Home Country for the period that he has such
legal status.  Notwithstanding the preceding sentence, an individual’s
“Home Country” shall be the country that is listed as his home country on the
appropriate administrative records of the Company, if the Plan Administrator
determines that such records are intended to override the designation of Home
Country that would apply under the preceding sentence.  An Executive’s
Home Country may change during the course of a work assignment, e.g., if an individual’s Home
Country is initially based on his citizenship, and he then acquires legal status
as a permanent resident of another country, any such change shall be taken into
account in determining whether the individual may be an Executive under the Plan
following the change.

    


    (2)           “Temporary Assignment”
means a work assignment that the Employer reasonably expects to continue for a
period that does not exceed five years.  An assignment that is
described in the preceding sentence at its inception may continue to be
considered a Temporary Assignment for a period that extends beyond five years,
if such assignment is extended by the Employer for bona fide business reasons,
and the nature of the extension does not cause the Employer to consider it a
permanent assignment.  Every assignment to a worksite in the United
States (from outside the United States) shall be deemed to be a Temporary
Assignment at its inception, except in those instances in which (A) the duration
of the assignment, by the express terms of the assignment at such time, is more
than five years, or (B) the assignment is designated at such time by the
Company’s Vice President of Global Talent Management, for bona fide business
reasons, as being other than a Temporary Assignment.

    


    2.21           Key
Employee:

     

    The individuals identified in
accordance with principles set forth in subsection (a), as modified by the
following provisions of this Section.

    


    (a)           In
General.  Any Eligible Executive or former Eligible Executive
who at any time during the applicable year is –

    


    (1)           An
officer of an employer having annual compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1));

    


    (2)           A
5% owner of an employer; or

    


    (3)           A
1% owner of an employer having annual compensation of more than
$150,000.

    


    For purposes of (1) above, no more than
50 employees identified in the order of their annual compensation (or, if
lesser, the greater of three employees or 10 percent of the employees) shall be
treated as officers.  For purposes of this Section, annual
compensation means compensation as defined in Code Section 415(c)(3); provided,
however, that effective as of the Key Employee identification date that occurs
on December 31, 2009, annual compensation shall not include compensation
excludible from an employee’s
gross income on account of the location of the services or the identity of the
employer that is not effectively connected with the conduct of a trade or
business in the United States, in accordance with Treasury Regulation Section
1.415(c)-2(g)(5)(ii).  The Plan Administrator shall determine who is a
Key Employee in accordance with Code Section 416(i) and the applicable
regulations and other guidance of general applicability issued thereunder or in
connection therewith (including the provisions of Code Section 416(i)(3) that
treat self employed individuals as employees for purposes of this definition);
provided, that Code Section 416(i)(5) shall not apply in making such
determination, and provided further that the applicable year shall be determined
in accordance with Section 409A and that any modification of the foregoing
definition that applies under Section 409A shall be taken into
account.


    
      
         


      

      
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    (b)           Special Operating
Rules.  To ensure that the Company does not fail to identify
any Key Employees based on the provisions of subsection (a), the Company shall
treat as Key Employees for the Plan Year of their Separation from Service those
individuals who meet the provisions of paragraph (1) or (2) below (or
both).

    


    (1)           The
Company shall treat as Key Employees all Eligible Executives (and former
Eligible Executives) that are classified for any portion of the Plan Year of
their Separation from Service as Level 15 and above; and

    


    (2)           The
Company shall treat as a Key Employee any Eligible Executive who would be a Key
Employee as of his Separation from Service date based on the standards in this
paragraph (2).  For purposes of this paragraph (2), the Company shall
determine Key Employees under subsection (a)(1) and (3) above based on
compensation (as defined in Code Section 415(c)(3)) that is taken into account
as follows:

    


    (i)           If
the determination is in connection with a Separation from Service in the first
calendar quarter of a Plan Year, the determination shall be made using
compensation earned in the calendar year that is two years prior to the current
calendar year (e.g.,
for a determination made in the first quarter of 2010, compensation earned in
the 2008 calendar year shall be used); and

    


    (ii)           If
the determination is in connection with a Separation from Service in the second,
third or fourth calendar quarter of a Plan Year, the determination shall be made
using the compensation earned in the prior calendar year (e.g., for a determination
made in the second quarter of 2010, compensation earned in the 2009 calendar
year shall be used).

    


    In addition, a Participant shall be
considered an officer for purposes of subsection (a)(1), a five-percent owner
for purposes of subsection (a)(2) or a one-percent owner for purposes of
subsection (a)(3) with respect to a Separation from Service distribution, if the
Participant was an officer, a five-percent owner or a one-percent owner (as
applicable) at some point during the calendar year that applies, in accordance
with Subparagraphs (i) and (ii) above, in determining the Participant’s
compensation for purposes of that Separation from Service.


    
      
         


      

      
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    2.22           TCN
Account:

     

    The individual account maintained for a
Participant on the books of his Employer that indicates the dollar amount that,
as of any time, is credited under the Plan for the benefit of the
Participant.  The balance in such TCN Account shall be determined by
the Plan Administrator.  The Plan Administrator may establish one or
more subaccounts as it deems necessary for the proper administration of the
Plan, and may also combine one or more subaccounts to the extent it deems
separate subaccounts are not then needed for sound
recordkeeping.  Where appropriate, a reference to a Participant’s TCN
Account shall include a reference to each applicable subaccount that has been
established thereunder.  The terms “Pre-Break Subaccount” and
“Post-Break Subaccount” shall have the meanings given to them in Section
3.04.

    


    2.23           TCN
Benefit:

     

    The amount or amounts that are
distributable to a Participant (or Beneficiary) in accordance with Section
5.03.  A Participant’s TCN Benefit shall be determined by the Plan
Administrator based on the terms of the entire Plan.

    


    2.24           One-Year
Break in Service:

     

    A 12 consecutive-month period beginning
on a Participant’s Separation from Service and ending on the first anniversary
of such date.  Subsequent One-Year Breaks in Service shall begin on
the first and later anniversaries of such date and end on the next following
anniversary.  A Break in Service shall continue until the Participant
is reemployed as an eligible Executive.  No break in service shall
begin until after a Participant is no longer an active Participant pursuant to
Section 3.03(b).

    


    2.25           Participant:

     

    Any Executive who is qualified to
participate in this Plan in accordance with Section 3.01 and for whom an
Employer maintains on its books a TCN Account.  An active Participant
is one who is due an Employer Credit for the Plan Year (as provided in Section
3.03).  A Break in Service Participant shall have the meaning assigned
by Section 3.04.

    


    2.26           Plan:

     

    The Yum! Brands Third Country National
Retirement Plan, the plan set forth herein, as amended and restated from time to
time (subject to the limitations on amendment that are applicable
hereunder).

    


    2.27           Plan
Administrator:

     

    The Company’s Chief People Officer, who
shall have the authority to administer the Plan as provided in Article
V.  In turn, the Chief People Officer has the authority to re-delegate
operational responsibilities to other persons or parties.  As of the
Effective Date, the Chief People Officer has delegated to the Company’s
Compensation Department the day to day administration of the
Plan.  References in this document to the Plan Administrator shall be
understood as referring to the Chief People Officer, the Company’s Compensation
Department and any others delegated by the Chief People Officer, as appropriate
under the circumstances.


    
      
         


      

      
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    2.28           Plan
Year:

     

    The 12-consecutive month period
beginning on January 1 and ending on the following December 31 of each
year.

    


    2.29           Retirement:

     

    A Participant’s Separation from Service
after attaining age 60.

    


    2.30           Section
409A:

     

    Section 409A of the Code and the
applicable regulations and other guidance of general applicability that is
issued thereunder.

    


    2.31           Separation
from Service:

     

    A Participant’s separation from service
with the Yum! Organization, within the meaning of Section
409A(a)(2)(A)(i).  The term may also be used as a verb (i.e., “Separates from
Service”) with no change in meaning.  In addition, subject to the next
sentence, a Separation from Service shall not occur while the Participant is on
an Authorized Leave of Absence or a Disability Leave of Absence.  For
purposes of a Disability Leave of Absence, a Separation from Service shall occur
on the earlier of the date that the Participant has reached 29 continuous months
of a Disability Leave of Absence or the date that the Participant formally
resigns his employment with the Employer and the Yum! Organization.

    


    2.32           Spouse:

     

    An individual shall only be recognized
by the Plan Administrator as a Spouse or as being “married” to an Eligible
Executive, if (i) the individual is of the opposite gender to the Eligible
Executive, (ii) the individual and the Eligible Executive are considered to be
legally married (including a common law marriage, if the common law marriage was
formed in one of the states that permit the formation of a common law marriage),
and (iii) the marriage of the individual and the Eligible Executive is
recognized on the relevant day as valid in the state where the Eligible
Executive resides.

    


    2.33           Termination
Date:

     

    The date that a Participant’s active
participation in this Plan terminates as defined in Section 3.03.

    


    2.34           Valuation
Date:

     

    Each date as specified by the Plan
Administrator from time to time as of which Participant TCN Accounts are valued
in accordance with Plan procedures that are currently in effect.  As
of the Effective Date, the Plan shall have a Valuation Date for all Plan
Participants as of the last day of each Plan Year.  In addition, if a
Participant is entitled to a distribution under Article V, such Participant
shall have a Valuation Date under the Plan that is the last day of the calendar
quarter that contains the date as of which such Participant becomes entitled to
a distribution under Article V.  In accordance with procedures that
may be adopted by the Plan Administrator, any current Valuation Date may be
changed.  Values under the Plan are determined as of the close of a
Valuation Date.  If a Valuation Date is not a business day, then the
Valuation Date will be the immediately preceding business day.


    
      
         


      

      
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    2.35           Vesting
Schedule:

     

    The schedule under which a
Participant’s TCN Account becomes vested and nonforfeitable in accordance with
Section 5.02.

    


    2.36           Vested
TCN Account:

     

    A Participant’s vested and
nonforfeitable TCN Account within the meaning of Section 5.02.

    


    2.37           Year
of Participation:

     

    The period during a Plan Year
(a) during which an Eligible Executive is an active Participant, and (b)
during which an Eligible Executive has not incurred a Termination Date (the
“Participation Period”).  An Eligible Executive is considered an
active Participant only for the period from and after when his participation
begins under Section 3.02 until when it terminates under Section
3.03.  If the Participation Period encompasses the entire Plan Year,
the Participant shall be credited with a complete Year of Participation for such
Plan Year.  If the Participation Period covers only a portion of the
Plan Year, then the Participant shall be credited with a fractional Year of
Participation for such Plan Year.  Such fractional Year of
Participation shall be equal to the number of months during the Participation
Period divided
by twelve; provided, that if the Participation Period includes at least
one day of a month, the Eligible Executive shall receive credit for the whole
month.

    


    2.38           Year
of Service:

     

    The number of 12-month periods of the
most recent continuous employment with the Yum! Organization commencing on the
Participant’s most recent day of employment or re-employment with the Yum!
Organization and ending on the Participant’s Separation from Service (including
those periods that may have occurred prior to becoming a Plan
Participant).  Years of Service shall include completed years and
months.  A partial month shall be counted as a whole
month.  If an individual is previously employed by the Yum!
Organization, incurs a Separation from Service, is rehired by the Yum!
Organization and becomes a Participant in this Plan, the individual’s previous
period or periods of employment are only credited towards the Participant’s
Years of Service to the extent provided in Section 3.01(b) and Section
3.04.


    
      
         


      

      
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    2.39           Yum!
Organization:

     

    The controlled group of organizations
of which the Company is a part, as defined by Code section 414(b) and (c) and
the regulations issued thereunder.  An entity shall be considered a
member of the Yum! Organization only during the period it is one of the group of
organizations described in the preceding sentence.

    



    
      
         


      

      
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    ARTICLE
III – PARTICIPATION

     

    3.01           Eligibility
to Participate.

     

    (a)           General Eligibility
Rules.  Effective from and after the Effective Date, an
Executive shall be eligible to participate in this Plan if the Executive
satisfies all of the following requirements:

    


    (1)           The
Executive meets one of the following –

    


    (i)           The
Executive is classified by his Employer as Level 12 or above on the Effective
Date (and he remains so classified),

    


    (ii)           The
Executive is hired by an Employer on or after the Effective Date as an Executive
classified as Level 12 or above (and he remains so classified), or

    


    (iii)           The
Executive is promoted by an Employer on or after the Effective Date from below
Level 12 into a position classified as Level 12 or above (and remains so
classified);

    


    (2)           The
Executive either –

    


    (i)           Has
made two or more consecutive transfers to countries other than his Home Country
without returning to his Home Country between transfers, or

    


    (ii)           Has
made one transfer to a country other than his Home Country with no intention of
returning to his Home Country, and his Home Country either does not offer a
retirement plan or does not allow contributions to be made on behalf of the
Executive to a retirement plan in the Home Country while he is employed outside
of the Home Country;

    


    (3)           The
Executive is not currently an active participant in the Yum! Brands Retirement
Plan or the Yum! Brands Leadership Retirement Plan;

    


    (4)           The
Executive has attained at least age 21; and

    


    (5)           The
Executive has been approved by the Vice President of Global Talent Management,
in his sole discretion, to participate in the Plan.

    


    Notwithstanding
the foregoing, the Vice President of Global Talent Management, in his sole
discretion, may waive the requirement in paragraph (2) above and
classify as eligible to participate in the Plan an Executive who otherwise
satisfies the general eligibility requirements of this subsection
(a).

    


    (b)           Certain Rehired
Executives.  If an Executive (i) was previously employed by the
Yum! Organization, (ii) was not eligible to participate in this Plan (e.g., the Executive was
eligible to participate another Yum! Brands retirement plan) as a result of such
previous employment, and (iii) is later rehired by the Yum! Organization and
becomes eligible to participate in this Plan on or after his rehire date, then
such rehired Executive:


    
      
         


      

      
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    (1)           Shall
be credited at the start of his first Year of Participation with Years of
Service that include his service relating to his prior period or periods of
employment with the Yum! Organization, and

    


    (2)           Shall
not receive an Employer Credit or any TCN Benefit with respect to any period
prior to his rehire date.

    


    During
the period an individual satisfies the eligibility requirements of the above
subsections, whichever applies to the individual, he shall be referred to as an
“Eligible Executive.”

    


    3.02           Inception
of Participation.

     

    An Eligible Executive shall become a
Participant in this Plan as of date the Participant first satisfies the
eligibility requirements to be an Eligible Executive that are set forth in
Section 3.01.

    


    3.03           Termination
of Participation.

     

    (a)           General.  Except
as modified below and except as provided in subsection (b), an individual’s
eligibility to participate actively in this Plan (i.e., to receive Employer
Credits and Optional Supplemental Credits under Section 5.01) shall cease upon
his “Termination Date,” which is the earliest to occur of the
following:

    


    (1)           The
date the individual ceases to be an Eligible Executive; or

    


    (2)           The
first day an individual begins a period of severance (i.e., the period that follows
a Separation from Service).

    


    (b)           Leave of
Absence.  Notwithstanding the prior sentence, an individual
shall continue to participate actively in this Plan during a period of an
Authorized Leave of Absence, and an individual who is on an Authorized Leave of
Absence shall have a “Termination Date” on the day the individual does not
return to active work at the end of such Authorized Leave of
Absence.  The calculation of an individual’s Employer Credit shall not
take into account any compensation earned from and after his Termination
Date.  In addition, a Participant’s Participation Period for purposes
of determining Years of Participation shall end on the Participant’s Termination
Date.  If an individual incurs a Termination Date but otherwise
remains an employee of the Yum! Organization (e.g., does not incur a Separation
from Service), such individual shall continue to accrue Years of Service while
remaining in the employ of the Yum! Organization.

    


    (c)           Disability Leave of
Absence.  Notwithstanding subsection (a) above, an individual
shall continue to participate actively in this Plan during a period of a
Disability Leave of Absence.  Accordingly, such individual shall have
a “Termination Date” on the last day of his Disability Leave of
Absence.  If the Participant executes a valid Disability Payment
Election pursuant to Section 4.02, such Participant’s Disability Leave of
Absence shall be extended until the specific payment date listed in the
Disability Payment Election (or such later Disability Payment
Election).  However, if the Participant’s Disability Leave of Absence
terminates due to the Participant’s cessation of Disability Benefits and he
returns to active work with an Employer, such Participant shall not have a
Termination Date (and active participation shall continue) if the Participant
returns to work as an eligible Executive pursuant to Section 3.01.  A
Participant’s Participation Period for purposes of determining Years of
Participation shall end on the Participant’s Termination Date.  Active
participation in this Plan shall continue as provided above without regard to
whether the Participant is generally considered to be a continuing Employee of
the Employer.


    
      
         


      

      
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    (d)           Effect of Distribution of
Benefits.  An individual who has been a Participant under the
Plan ceases to be a Participant on the date his Vested TCN Account is fully
distributed.

    


    3.04           Break
in Service.

     

    (a)           Less than a One-Year Break
in Service.  If a Participant incurs a break in service and
returns in an eligible classification, but such break in service is less than a
One-Year Break in Service, such Participant shall be deemed to not have incurred
a Termination Date and his Participation Period, Years of Service, Employer
Credit and Earnings Credit shall be recomputed as if such break in service never
occurred.

    


    (b)           One-Year Break in Service –
Vested Participants.  A Participant who has satisfied the
requirements for vesting under Section 5.02 at the time he incurs a One-Year
Break in Service and who is again employed at any time thereafter in an eligible
classification shall re-participate in this Plan as of the date he becomes an
eligible Executive.  Such individual’s pre-break Years of Service
shall be restored in determining his rights and benefits under the
Plan.  In addition, such individual shall begin a new Participation
Period beginning with the date he once again becomes an active Participant
pursuant to Section 3.02.  However, such individual shall not be
entitled to an Employer Credit for the period of the break.

    


    (c)           One-Year Break in Service –
Non-Vested Participants.  Any Participant not described in
subsection (b) who incurs a One-Year Break in Service and who is again employed
in an eligible classification shall re-participate in this Plan as of the date
he becomes an eligible Executive.  His pre-break Years of Service
shall be restored, but only if the number of his consecutive One-Year Breaks in
Service is less than the greater of: (i) 5, or (ii) the aggregate number of his
pre-break Years of Service.  In addition, such individual shall begin
a new Participation Period beginning with the date he once again becomes an
active Participant pursuant to Section 3.02.  However, such individual
shall not be entitled to an Employer Credit for the period of the
break.

    


    (d)           Break in Service
Subaccounts.  If a Participant incurs a break in service under
this Section and the Participant did not receive a distribution of his TCN
Benefit during or as a result of the break in service (e.g., the break in service
occurs prior to the Participant’s 55th
birthday), the Employer Credits (and the Earnings Credits related thereto) that
are credited after the break in service shall be credited to a separate
subaccount of the Participant’s TCN Account (the “Post-Break
Subaccount”).  The Post-Break Subaccount shall be separately
distributed from the value of the Participant’s pre-break TCN Account, which
shall be referred to as the “Pre-Break Subaccount.”  An affected
Participant shall be able to extend the payment date of the Participant’s
Pre-Break Subaccount by making a Break in Service Payment Election pursuant to
Section 4.03.  A Participant’s Pre-Break Subaccount and Post-Break
Subaccount shall consist of the Participant’s entire TCN Account.  A
Participant who has a Pre-Break and Post-Break Subaccount shall be referred to
as a “Break in Service Participant.”


    
      
         


      

      
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    3.05           Agreements
Not to Participate.

    


    The eligibility provisions of this
Article III have been and will continue to be construed in combination with any
other documents that constitute part of the overall agreement between the
Company and an Executive regarding the Executive’s participation in the
Company’s benefit plans.  For example, an agreement between the
Company and an Executive that provides for the Executive to have retirement
benefits provided by a specific plan or arrangement that is not this Plan will
be construed, absent a clear expression of intent by the parties to the
contrary, to preclude participation in this Plan, even if the Executive might
otherwise be eligible to participate in the Plan.  An agreement that
is otherwise described in the preceding two sentences shall not bar an
Executive’s participation for the period before the earliest date such agreement
may apply without violating the restrictions on elections under Code section
409A.

    



    
      
         


      

      
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    ARTICLE
IV – ELECTIONS

     

    4.01           Beneficiaries.

     

    A Participant shall be able to
designate, on a form provided by the Plan Administrator for this purpose, a
Beneficiary to receive payment, in the event of his death, of the Participant’s
Vested TCN Account.  A Beneficiary shall be paid in accordance with
the terms of the Beneficiary designation form, as interpreted by the Plan
Administrator in accordance with the terms of this Plan.  At any time,
a Participant may change a Beneficiary designation by completing a new
Beneficiary designation form that is signed by the Participant and filed with
the Plan Administrator prior to the Participant’s death, and that meets such
other standards (including the requirement of Spousal consent for married
Participants) as the Plan Administrator shall require from time to
time.

    


    4.02           Deferral
of Payment While Receiving Disability Benefits.

     

    (a)           General.  Subject
to subsection (b) below, a Participant who is on a Disability Leave of Absence
(and active participation continues under Section 3.03(c)) may make one or more
elections to extend the time of payment of his TCN Benefit.  This
opportunity to extend the Participant’s time of payment is referred to as a
“Disability Payment Election.”

    


    (b)           Requirements for Disability
Payment Elections.  A Disability Payment Election must comply
with all of the following requirements:

    


    (1)           If
a Participant’s TCN Benefit will be paid at age 55 pursuant to Section 5.03(a)
(e.g., because the
Participant’s Separation from Service occurred prior to age 55), the Participant
must make his first Disability Payment Election no later than 12 months before
the Participant’s 55th
birthday.

    


    (2)           If
a Participant’s TCN Benefit will be paid at Separation from Service pursuant to
Section 5.03(a) (e.g.,
because the Participant will be age 55 or older upon Separation from Service),
the Participant must make his first Disability Payment Election at least 12
months before his Separation from Service.

    


    (3)           A
Participant’s first Disability Payment Election must specify a new specific
payment date for his TCN Benefits that is at least 5 years after his 55th
birthday or Separation from Service, whichever is applicable as provided in
paragraphs (1) or (2).

    


    (4)           Subsequent
Disability Payment Elections must be made at least 12 months before the specific
payment date of the prior Disability Payment Election and must provide for a new
specific payment date for his TCN Benefits that is at least 5 years after the
prior specific payment date listed in the prior Disability Payment
Election.

    


    (5)           All
Disability Payment Elections must specify a specific payment date, and
Separation from Service or any other event cannot be selected on a Disability
Payment Election.


    
      
         


      

      
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    (6)           All
Disability Payment Elections must comply with all of the requirements of this
Section 4.02.

    


    (7)           A
Participant cannot change the form of payment of his TCN Benefit pursuant to a
Disability Payment Election.

    


    (8)           A
Participant may not make a Disability Payment Election if the election would
provide for a specific payment date after the Participant’s 80th
birthday.

    


    (c)           A
Disability Payment Election will be void and payment will be made based on the
provisions of the Plan other than this Section 4.02, if all of the provisions of
the foregoing paragraphs of this subsection are not satisfied in
full.  A Participant’s Disability Payment Election shall become
effective 12 months after the date on which the election is made pursuant to
Section 409A(a)(4)(C)(i).  If a Participant’s Disability Payment
Election becomes effective in accordance with the provisions of this subsection,
the Participant’s prior payment date shall be superseded (including any specific
payment date specified in a prior Disability Payment Election).

    


    (d)           Plan Administrator’s
Role.  Each Participant has the sole responsibility to make a
Disability Payment Election by contacting the Plan Administrator and to comply
with the requirements of this Section.  The Plan Administrator may
provide a notice of a Disability Payment Election opportunity to some or all
affected Participants, but the Plan Administrator is under no obligation to
provide such notice (or to provide it to all affected Participants, in the event
a notice is provided only to some Participants).  The Plan
Administrator has no discretion to waive or otherwise modify any requirement set
forth in this Section or in Section 409A.

    


    4.03           Break
in Service Deferral of Payment.

     

    (a)           General.  Subject
to subsection (b) below, a Break in Service Participant may make one or more
elections to extend the time of payment of his Pre-Break
Subaccount.  This opportunity to extend the Participant’s time of
payment for his Pre-Break Subaccount is referred to as a “Break in Service
Payment Election.”

    


    (b)           Requirements for Break in
Service Payment Elections.  A Break in Service Payment Election
must comply with all of the following requirements:

    


    (1)           The
Participant must make his first Break in Service Payment Election no later than
12 months before the Participant’s 55th
birthday, and the Break in Service Payment Election must provide for either (i)
a specific payment date that is at least 5 years after the Participant’s 55th
birthday, or (ii) the later of a specific payment date that is at least 5 years
after the Participant’s 55th
birthday or his Separation from Service.

    


    (2)           Subsequent
Break in Service Payment Elections must be made at least 12 months before the
specific payment date of the prior election and must provide for a new specific
payment date that is at least 5 years after the specific payment date listed in
the prior election.  If a Participant’s prior election was the later
of 5 years after his 55th
birthday or Separation from Service, a subsequent Break in Service Payment
Election must be made at least 12 months prior to the specific payment date
selected on the prior election and at least 12 months prior to his Separation
from Service.  Such subsequent Break in Service Payment Election must
also provide for a distribution on the later of a new specific payment date that
is least 5 years after the specific payment date listed in the prior election or
his Separation from Service.


    
      
         


      

      
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    (3)           All
Break in Service Payment Elections must specify a specific payment
date.

    


    (4)           All
Break in Service Payment Elections must comply with all of the requirements of
this Section 4.03.

    


    (5)           A
Participant cannot change the form of payment of his TCN Benefit pursuant to a
Break in Service Payment Election.

    


    (6)           A
Participant may not make a Break in Service Payment Election if the election
would provide for a specific payment date after the Participant’s 80th
birthday.

    


    (7)           The
Break in Service Payment Election shall only apply to distribution of the Break
in Service Participant’s Pre-Break Subaccount.

    


    (8)           A
Break in Service Payment Election may not be made if Section 5.03(e)
applies.

    


    A Break in Service Payment Election
will be void and payment will be made based on the provisions of the Plan other
than this Section 4.03, if all of the provisions of the foregoing paragraphs of
this subsection are not satisfied in full.  A Participant’s Break in
Service Payment Election shall become effective 12 months after the date on
which the election is made pursuant to Section 409A(a)(4)(C)(i).  If a
Participant’s Break in Service Payment Election becomes effective in accordance
with the provisions of this subsection, the Participant’s prior payment date
shall be superseded (including any specific payment date specified in a prior
Break in Service Payment Election).

    


    (c)           Plan Administrator’s
Role.  Each Participant has the sole responsibility to make a
Break in Service Payment Election by contacting the Plan Administrator and to
comply with the requirements of this Section.  The Plan Administrator
may provide a notice of a Break in Service Payment Election opportunity to some
or all affected Participants, but the Plan Administrator is under no obligation
to provide such notice (or to provide it to all affected Participants, in the
event a notice is provided only to some Participants).  The Plan
Administrator has no discretion to waive or otherwise modify any requirement set
forth in this Section or in Section 409A.

    



    
      
         


      

      
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    ARTICLE
V – PARTICIPANT TCN BENEFITS

     

    5.01           Credits
to a Participant’s TCN Account.

     

    (a)           General.  The
Plan Administrator shall credit to each Participant’s TCN Account the Employer
Credit (if any), the Earnings Credit and the Optional Supplemental Credit (if
any) applicable to that Participant at the times and in the manner specified in
this Section.  A Participant’s TCN Account is solely a bookkeeping
device to track the value of his TCN Benefit (and the Employer’s liability
therefor).  No assets shall be reserved or segregated in connection
with any TCN Account, and no TCN Account shall be insured or otherwise
secured.

    


    (b)           Employer Credit
Percentage.  A Participant’s Employer Credit Percentage shall
be equal to seven and one-half percent (7.5%).

    


    (c)           Employer Credit
Amount.

    


    (1)           General
Rules.  The Plan Administrator shall convert the Employer
Credit Percentage into a dollar amount by multiplying the Employer Credit
Percentage by the Participant’s Base Compensation and Bonus Compensation (each
as modified in paragraph (2) below) for the Plan Year, thereafter crediting the
resulting product to the Participant’s TCN Account (subject to the limit on
Employer Credits in paragraph (2) below).  The Employer Credit shall
be determined by the Plan Administrator as soon as administratively practicable
after each Allocation Date and shall be credited to the Participant’s TCN
Account effective as of the Allocation Date.  The calculation of the
Employer Credit by the Plan Administrator shall be conclusive and binding on all
Participants (and their Beneficiaries).  A Participant shall not
receive an Employer Credit for any Allocation Dates that occur after the
Allocation Date that immediately follows the Participant’s Termination
Date.

    


    (2)           Operating
Rules.  The following operating rules shall apply for purposes
of determining a Participant’s Employer Credit under this subsection
(c):

    


    (i)           The
Plan Administrator shall use the Participant’s annualized Base Compensation in
effect on the Allocation Date (without regard to whether the Participant’s Base
Compensation changed during the Plan Year) in determining the Participant’s Base
Compensation and Bonus Compensation.

    


    (ii)           If
a Participant has less than one full Year of Participation for the Plan Year
(e.g., as may apply in
the Participant’s first and last Plan Year of Participation), the Participant’s
Base Compensation and Bonus Compensation for such Plan Year shall be multiplied by the
Participant’s fractional Year of Participation for the Plan Year.

    


    (iii)           If
the Participant is on an Authorized Leave of Absence or a Disability Leave of
Absence when an Allocation Date occurs, and as of the Allocation Date the
Participant is not treated by his Employer as having currently applicable
information with respect to Base Compensation, Bonus Compensation or Participant
level, then the item or items of information that is inapplicable shall be
replaced with the corresponding information that was applicable to the
Participant as of the day prior to the Participant going on the Authorized Leave
of Absence or Disability Leave of Absence.


    
      
         


      

      
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    (iv)           A
Participant shall cease receiving Employer Credits under the Plan once the
Participant has been credited with 20 Employer Credits (i.e., after 20 full Years of
Participation).  For this purpose, a Participant’s Years of
Participation shall be the total number that is counted pursuant to the break in
service rules in Article III, and fractional Years of Participation shall be
aggregated into full Years of Participation.  Accordingly, if a
Participant has an initial fractional Year of Participation and thereafter works
continuously as an Eligible Executive for at least 20 years, the Participant
would have an initial fractional Year of Participation followed by 19 full Years
of Participation, and ending with a fractional Year of Participation, which when
added to the initial Year of Participation results in a full Year of
Participation.  Notwithstanding the foregoing, the Vice President of
Global Talent Management may in his sole discretion may waive the limit on
Employer Credits under this subparagraph for any individual Participant by a
written document that expressly provides for such waiver.

    


    (d)           Earnings
Credit.

    


    (1)           General
Rules.  As of each Valuation Date, the Plan Administrator shall
determine a Participant’s Earnings Credit for the period since the last
Valuation Date by multiplying the Earnings Rate for the period since the last
Valuation Date by the balance of the Participant’s TCN Account as of the current
Valuation Date.  This Earnings Credit will be determined as soon as
practicable after the applicable Valuation Date, and it shall be credited to the
Participant’s TCN Account effective as of such Valuation Date.  If a
Participant has less than one full Year of Participation for the Plan Year
(e.g., as may apply in
the Participant’s first and last Plan Year of participation), the Participant
shall receive a pro-rated Earnings Credit for that Plan Year that shall be based
upon the Participant’s fractional Year of Participation for the Plan Year that
was earned prior to the Valuation Date on which the pro-rated Earnings Credit
will be made.

    


    (2)           Revisions to Earnings
Rate.  As of the end of each Plan Year, the Company shall
analyze the current Earnings Rate to determine if the rate provides a market
rate of interest.  If the Earnings Rate is considered to provide a
market rate of interest, then the Earnings Rate will remain the same for the
following Plan Year.  If the Company concludes, in its discretion,
that the Earnings Rate does not provide for a market rate of interest, then the
Company currently intends to establish a new Earnings Rate to provide a market
rate of interest, and the Company currently intends that such new Earnings Rate
will apply for the following Plan Year.  The determination of a market
rate of interest shall be entirely within the discretion of the Company and
shall be based on such factors as the Company determines to consider (e.g., the current 30-year
Treasury Bond yield, the current yield on a certificate of deposit equal to the
remaining time period for the average Participant to reach Retirement and the
TCN Account balance for the average Participant, and such other factors as the
Company shall determine in its sole discretion).  The Company’s
determination regarding a market rate of interest is final and non-reviewable,
and the Company reserves the right to revise its intent in this
regard.  If the Earnings Rate is revised for a Plan Year, the Company
shall authorize attaching an Exhibit to this Plan document indicating the
revised Earnings Rate and the Plan Year to which it applies.


    
      
         


      

      
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    (e)           Optional Supplemental Credit
Amount.  The Plan Administrator shall credit to the TCN Account
of such Participant an amount equal to the amount by which the Participant’s
Home Country Estimated Contribution exceeds the Employer Credit Amount under
subsection (c) above; provided, however, that in no event shall the amount
credited to a Participant pursuant to this subsection exceed seven and one-half
percent (7.5%) of the sum of the Participant’s Base Salary and Bonus
Compensation.  For purposes of this subsection, “Home Country
Estimated Contribution” means the contribution that the Company would have been
required to make on the Participant’s behalf to the applicable Participant’s
Home Country retirement plan if the Participant were employed in the Home
Country and receiving the same Base Compensation and Bonus Compensation he is
receiving as of the applicable Allocation Date.  The Plan
Administrator shall be solely responsible for determining if a Participant is
eligible for an Optional Supplemental Credit Amount under this subsection, as
well as for determining the amount of a Participant’s Home Country Estimated
Contribution, and the Plan Administrator’s determination shall be final and
binding on the Participant.

    


    5.02           Vesting
Schedule.

     

    (a)           In
General.  Upon a Separation from Service, a Participant shall
be entitled to a distribution (at the time provided in Section 5.03) only if his
TCN Account has become vested and nonforfeitable at such time pursuant to the
Vesting Schedule in subsection (b) below, subject to subsection (c)
below.  If the Participant’s TCN Account is not vested on the
Participant’s Separation from Service, his TCN Account shall be forfeited and
shall not be distributed to the Participant hereunder.

    


    (b)           Vesting
Schedule.  A Participant shall become 100% vested in his TCN
Account upon attaining three Years of Service.

    


    (c)           Acceleration of
Vesting.  Notwithstanding Subsection (b) above, a Participant’s
TCN Account shall become 100% vested and nonforfeitable upon the earliest of the
following to occur:

    


    (1)           The
Participant’s Retirement;

    


    (2)           The
Participant becoming Disabled;

    


    (3)           The
Participant’s death; or

    


    (4)           The
occurrence of a Change in Control.


    
      
         


      

      
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    5.03           Distribution
of a Participant’s Vested TCN Account.

     

    The Participant’s Vested TCN Account
shall be distributed as provided in this Section.  All such
distributions shall be paid in cash.  In no event shall any portion of
a Participant’s Vested TCN Account be distributed earlier or later than is
allowed under Section 409A.

    


    (a)           Distribution Upon Separation
from Service.  Unless the provisions of subsection (b), (c),
(d) or (e) apply, a Participant’s Vested TCN Account shall be distributed upon a
Participant’s Separation from Service (other than for death) as
follows:

    


    (1)           If
a Participant is age 55 or older on the Participant’s Separation from Service,
the Participant’s Vested TCN Account shall be distributed in a single lump sum
payment as of the last day of the calendar quarter that occurs on or immediately
follows the Participant’s Separation from Service.

    


    (2)           If
a Participant is less than age 55 on the Participant’s Separation from Service,
the Participant’s Vested TCN Account shall be distributed in a single lump sum
payment as of the last day of the calendar quarter that occurs on or that
immediately follows the Participant’s 55th
birthday.

    


    (3)           If
the Participant is classified as a Key Employee at the time of the Participant’s
Separation from Service (or at such other time for determining Key Employee
status as may apply under Section 409A), then such Participant’s Vested TCN
Account shall not be paid, as a result of the Participant’s Separation from
Service, earlier than the date that is at least six months after the
Participant’s Separation from Service.  This shall be implemented as
follows:

    


    (i)           If
the Participant is less than age 55 on the Participant’s Separation from Service
and the Participant is classified as a Key Employee, the distribution shall
occur as provided in paragraph (2) above, or if later, the last day of the
calendar quarter that occurs on or immediately follows the date that is six
months after the Participant’s Separation from Service; and

    


    (ii)           If
the Participant is age 55 or older on the Participant’s Separation from Service
and the Participant is classified as a Key Employee, the distribution shall
occur as of the last day of the calendar quarter that occurs on or immediately
follows the date that is six months after the Participant’s Separation from
Service.

    


    If the Participant’s Vested TCN Account
balance is zero on his Separation from Service, the Participant shall be deemed
to have received a distribution on his Separation from Service equal to zero
dollars and the unvested portion of his TCN Benefit shall be forfeited subject
to Section 3.04.

    


    (b)           Distributions Upon
Death.  Notwithstanding subsection (a), (c) or (d), if a
Participant dies, the Participant’s Vested TCN Account shall be distributed in
accordance with the following terms and conditions:


    
      
         


      

      
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    (1)           Upon
a Participant’s death, the Participant’s Vested TCN Account shall be distributed
in a single lump sum payment as of the last day of calendar quarter that occurs
on or immediately follows the Participant’s death.  Amounts paid
following a Participant’s death shall be paid to the Participant’s
Beneficiary.

    


    (2)           Any
claim to be paid any amounts standing to the credit of a Participant in
connection with the Participant’s death must be received by the Plan
Administrator at least 14 days before any such amount is
distributed.  Any claim received thereafter is untimely, and it shall
be unenforceable against the Plan, the Company, the Plan Administrator or any
other party acting for one or more of them.

    


    (c)           Disability Payment
Elections.  If a Participant has made a valid Disability
Payment Election, his Vested TCN Account shall be distributed in a single lump
sum payment on the last day of the calendar quarter that occurs on or
immediately follows the specific payment date selected on the Disability Payment
Election.

    


    (d)           Break in
Service.  Subject to subsection (e), a Break in Service
Participant’s Vested TCN Account shall be distributed as follows:

    


    (1)           Pre-Break
Subaccount.  A Break in Service Participant’s Pre-Break
Subaccount shall be distributed in a single lump sum payment as of the last day
of the calendar quarter that occurs on or immediately follows the Participant’s
55th
birthday.  However, if a Break in Service Participant has made a valid
Break in Service Payment Election, his Pre-Break Subaccount shall be distributed
in a single lump sum payment on the last day of the calendar quarter that occurs
on or immediately follows the specific payment date (or if applicable, a later
Separation from Service) as selected on the Break in Service Payment
Election.

    


    (2)           Post-Break
Subaccount.  The distribution of a Break in Service
Participant’s Post-Break Subaccount shall be governed by the provisions of
subsection (a).

    


    (e)           Involuntary
Cashout.  Notwithstanding subsection (a) or (d), if a
Participant incurs a Separation from Service (other than for death or
Disability) and the Participant’s Vested TCN Benefit (together with any other
deferred compensation benefits that are required to be aggregated with the TCN
Benefit under Section 409A) is equal to or less than $15,000 at any time on or
after such Separation from Service, the Participant’s Vested TCN Account shall
be distributed in a single lump sum payment as of the last day of the calendar
quarter on or immediately following the Participant’s Separation from Service
(or on or immediately following such later date that this subsection is
determined to apply).  However, if the Participant is classified as a
Key Employee at the time of the Participant’s Separation from Service (or at
such other time for determining Key Employee status as may apply under Section
409A), then such Participant’s Vested TCN Account shall be paid as of the last
day of the calendar quarter on or immediately following the date that is six
months after the Participant’s Separation from Service.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    


    


    (f)           Actual Payment
Date.  An amount payable on a date specified in this Section
shall be paid no later than the later of (a) the end of the calendar year in
which the specified date occurs, or (b) the 15th day
of the third calendar month following such specified date.  In
addition, the Participant (or Beneficiary) is not permitted to designate the
taxable year of the payment.

    


    
5.04           Valuation.

     

    In determining the amount of any
individual distribution pursuant to Section 5.03, the Participant's TCN Account
shall continue to be credited with earnings (whether positive or negative) as
specified in Section 5.01(d) until the Valuation Date that is used in
determining the amount of the distribution under Section 5.03.  The
Valuation Date to be used in valuing a distribution under Section 5.03 shall be
the Valuation Date that occurs on the last day of the calendar quarter on which
the payment is to be made.

    


    5.05           Payment
of Taxes and TCN Account Reduction.

     

    (a)           Calculation of
Taxes.  For each Plan Year in which a Participant is required
to pay Federal Insurance Contributions Act (“FICA”) tax under Code Section 3101
(in the case of a Participant who is subject to taxation in the United States)
or other state, local or foreign taxes on any portion of his TCN Account, the
Company shall calculate the applicable taxes that are due and shall pay such
taxes to the applicable tax authorities.  The amount of the applicable
taxes that are the responsibility of the Participant under federal, state, local
or foreign tax law shall be paid from the Participant’s TCN Account as provided
in subsection (b).

    


    (b)           Reduction in TCN Account
Balance.  Effective as of each Allocation Date in a Plan Year
for which the taxes are required to be paid for a Participant pursuant to
subsection (a), the Company shall withhold such taxes from the Participant’s TCN
Account and reduce the Participant’s TCN Account balance by the following
amount:

    


    (1)           In
the case of a Participant who is required to pay FICA tax under Code Section
3101, the sum of (i) the amount of the applicable FICA tax liability, (ii) the
amount of the income tax at source on wages imposed under Code Section 3401 or
the corresponding provisions of state, local or foreign tax laws as a result of
the payment of the FICA tax, plus (iii) the additional income tax at source on
wages attributable to the pyramiding Code Section 3401 wages and
taxes;

    


    (2)           In
the case of a Participant who is required to pay other state, local or foreign
taxes (without regard to whether the Participant also is required to pay FICA
tax), the sum of (i) the amount of the amount of such state, local or foreign
taxes due as a result of the Participant’s participation in the Plan, (ii) the
amount of the income tax at source on wages, imposed under Code Section 3401 as
a result of the payment of such state, local or foreign taxes, and (iii) the
additional income tax at source on wages imposed under Code Section 3401
attributable to such additional Code Section 3401 wages and
taxes.


    
      
         


      

      
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    The amount calculated pursuant to this
subsection shall be final and binding on the Participant and shall reduce the
Participant’s TCN Account effective as of each applicable Allocation Date for
which such taxes are paid.

    



    
      
         


      

      
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    ARTICLE
VI – PLAN ADMINISTRATION

     

    6.01           Plan
Administrator.

     

    The Plan Administrator is responsible
for the administration of the Plan.  The Plan Administrator has the
authority to name one or more delegates to carry out certain responsibilities
hereunder, as specified in the definition of Plan
Administrator.  Action by the Plan Administrator may be taken in
accordance with procedures that the Plan Administrator adopts from time to time
or that the Company’s Law Department determines are legally
permissible.

    


    6.02           Powers
of the Plan Administrator.

     

    The Plan Administrator shall administer
and manage the Plan and shall have (and shall be permitted to delegate) all
powers necessary to accomplish that purpose, including the power:

    


    (a)           To
exercise its discretionary authority to construe, interpret, and administer this
Plan;

    


    (b)           To
exercise its discretionary authority to make all decisions regarding
eligibility, participation and benefits, to make allocations and determinations
required by this Plan, and to maintain records regarding Participants’ TCN
Accounts;

    


    (c)           To
compute and certify to the Employer the amount and kinds of payments to
Participants or their Beneficiaries, and to determine the time and manner in
which such payments are to be paid;

    


    (d)           To
authorize all disbursements by the Employer pursuant to this Plan;

    


    (e)           To
maintain (or cause to be maintained) all the necessary records for
administration of this Plan;

    


    (f)           To
make and publish such rules for the regulation of this Plan as are not
inconsistent with the terms hereof;

    


    (g)           To
delegate to other individuals or entities from time to time the performance of
any of its duties or responsibilities hereunder;

    


    (h)           To
hire agents, accountants, actuaries, consultants and legal counsel to assist in
operating and administering the Plan; and

    


    (i)           To
perform any other acts or make any other decisions with respect to the Plan as
it deems are appropriate or necessary.

    


    The Plan Administrator has the
exclusive and discretionary authority to construe and to interpret the Plan, to
decide all questions of eligibility for benefits, to determine the amount and
manner of payment of such benefits and to make any determinations that are
contemplated by (or permissible under) the terms of this Plan, and its decisions
on such matters shall be final and conclusive on all parties.  Any
such decision or determination shall be made in the absolute and unrestricted
discretion of the Plan Administrator, even if (1) such discretion is not
expressly granted by the Plan provisions in question, or (2) a determination is
not expressly called for by the Plan provisions in question, and even though
other Plan provisions expressly grant discretion or call for a
determination.  As a result, benefits under this Plan will be paid
only if the Plan Administrator decides in its discretion that the applicant is
entitled to them.  In the event of a review by a court, arbitrator or
any other tribunal, any exercise of the Plan Administrator’s discretionary
authority shall not be disturbed unless it is clearly shown to be arbitrary and
capricious.


    
      
         


      

      
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    6.03           Compensation,
Indemnity and Liability.

     

    The Plan Administrator shall serve
without bond and without compensation for services hereunder.  All
expenses of the Plan and the Plan Administrator shall be paid by the
Employer.  To the extent deemed appropriate by the Plan Administrator,
any such expense may be charged against specific Participant TCN Accounts,
thereby reducing the obligation of the Employer.  No member of the
Plan Administrator, and no individual acting as the delegate of the Plan
Administrator, shall be liable for any act or omission of any other member or
individual, nor for any act or omission on his own part, excepting his own
willful misconduct.  The Employer shall indemnify and hold harmless
each member of the Plan Administrator and any employee of the Company (or a
Company affiliate, if recognized as an affiliate for this purpose by the Plan
Administrator) acting as the delegate of the Plan Administrator against any and
all expenses and liabilities, including reasonable legal fees and expenses,
arising out of his service as the Plan Administrator (or his serving as the
delegate of the Plan Administrator), excepting only expenses and liabilities
arising out of his own willful misconduct.

    


    6.04           Taxes.

     

    If the whole or any part of any
Participant’ s TCN Account becomes liable for the payment of any estate,
inheritance, income, employment, or other tax which the Company may be required
to pay or withhold, the Company will have the full power and authority to
withhold and pay such tax out of any moneys or other property in its hand for
the account of the Participant.  If such withholding is made from a
Participant’s Plan distribution (or the Participant’s TCN Account), the amount
of such withholding will reduce the amount of the Plan distribution (or the
Participant’s TCN Account).  To the extent practicable, the Company
will provide the Participant notice of such withholding.  Prior to
making any payment, the Company may require such releases or other documents
from any lawful taxing authority as it shall deem necessary.  In
addition, to the extent required by Section 409A amounts deferred under this
Plan shall be reported on the Participants’ Forms W-2.  Also, any
amounts that become taxable hereunder shall be reported as taxable wages on a
Participant’s Form W-2.

    


    6.05           Records
and Reports.

     

    The Plan Administrator shall exercise
such authority and responsibility as it deems appropriate in order to comply
with ERISA and government regulations issued thereunder relating to records of
Participants’ service and benefits, notifications to Participants; reports to,
or registration with, the Internal Revenue Service; reports to the Department of
Labor; and such other documents and reports as may be required by
ERISA.


    
      
         


      

      
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    6.06           Rules
and Procedures.

     

    The Plan Administrator may adopt such
rules and procedures as it deems necessary, desirable, or
appropriate.  To the extent practicable and as of any time, all rules
and procedures of the Plan Administrator shall be uniformly and consistently
applied to Participants in the same circumstances.  When making a
determination or calculation, the Plan Administrator shall be entitled to rely
upon information furnished by a Participant or Beneficiary and the legal counsel
of the Plan Administrator or the Company.

    


    6.07           Applications
and Forms.

     

    The Plan Administrator may require a
Participant or Beneficiary to complete and file with the Plan Administrator an
application for a distribution and any other forms (or other methods for
receiving information) approved by the Plan Administrator, and to furnish all
pertinent information requested by the Plan Administrator.  The Plan
Administrator may rely upon all such information so furnished it, including the
Participant’s or Beneficiary’s current mailing address, age and marital
status.

    


    6.08           Conformance
with Section 409A.

     

    At all times during each Plan Year,
this Plan shall be operated in accordance with the requirements of Section
409A.  In all cases, the provisions of this Section shall apply
notwithstanding any contrary provision of the Plan that is not contained in this
Section.


    
      
         


      

      
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    ARTICLE
VII – CLAIMS PROCEDURES

     

    7.01           Claims
for Benefits.

     

    If a Participant, Beneficiary or other
person (hereafter, “Claimant”) does not receive timely payment of any benefits
which he believes are due and payable under the Plan, he may make a claim for
benefits to the Plan Administrator.  The claim for benefits must be in
writing and addressed to the Plan Administrator.  If the claim for
benefits is denied, the Plan Administrator shall notify the Claimant in writing
within 90 days after the Plan Administrator initially received the benefit
claim.  However, if special circumstances require an extension of time
for processing the claim, the Plan Administrator shall furnish notice of the
extension to the Claimant prior to the termination of the initial 90-day period
and such extension may not exceed one additional, consecutive 90-day
period.  Any notice of extension shall indicate the reasons for the
extension and the date by which the Plan Administrator expects to make a
determination.  Any notice of a denial of benefits shall be in writing
and drafted in a manner calculated to be understood by the Claimant and shall
advise the Claimant of the basis for the denial, any additional material or
information necessary for the Claimant to perfect his claim, and the steps which
the Claimant must take to have his claim for benefits reviewed on
appeal.

    


    7.02           Appeals.

     

    Each Claimant whose claim for benefits
has been denied may file a written request for a review of his claim by the Plan
Administrator.  The request for review must be filed by the Claimant
within 60 days after he received the written notice denying his
claim.  Upon review, the Plan Administrator shall provide the Claimant
a full and fair review of the claim, including the opportunity to submit written
comments, documents, records and other information relevant to the claim and the
Plan Administrator's review shall take into account such comments, documents,
records and information regardless of whether they were submitted or considered
at the initial determination.  The decision of the Plan Administrator
shall be made within 60 days after receipt of a request for review and will be
communicated in writing and in a manner calculated to be understood by the
Claimant.  Such written notice shall set forth the basis for the Plan
Administrator's decision.  If there are special circumstances which
require an extension of time for completing the review, the Plan Administrator
shall furnish notice of the extension to the Claimant prior to the termination
of the initial 60-day period and such extension may not exceed one additional,
consecutive 60-day period.  Any notice of extension shall indicate the
reasons for the extension and the date by which the Plan Administrator expects
to make a determination.

    


    7.03           Special
Claims Procedures for Disability Determinations.

     

    Notwithstanding Sections 7.01 and 7.02,
if the claim or appeal of the Claimant relates to benefits while a Participant
is disabled, such claim or appeal shall be processed pursuant to the applicable
provisions of Department of Labor Regulation Section 2560.503-1 relating to
disability benefits, including Sections 2560.503-1(d), 2560.503-1(f)(3),
2560.503-1(h)(4) and 2560.503-1(i)(3).  These provisions include the
following:


    
      
         


      

      
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    (a)           If
the Plan Administrator wholly or partially denies a Claimant’s claim for
disability benefits, the Plan Administrator shall provide the Claimant, within a
45-day response period following the receipt of the claim by the Plan
Administrator, a comprehensible written notice setting forth (1) the basis for
the denial, (2) any additional material or information necessary for the
Claimant to perfect his claim, and (3) the steps which the Claimant must take to
have his claim for benefits reviewed on appeal.  If, for reasons
beyond the control of the Plan Administrator, an extension of time is required
for processing the claim, the Plan Administrator will send a written notice of
the extension, an explanation of the circumstances requiring extension and the
expected date of the decision before the end of the 45-day
period.  The Plan Administrator may only extend the 45-day period
twice, each in 30-day increments.  If at any time the Plan
Administrator requires additional information in order to determine the claim,
the Plan Administrator shall send a written notice explaining the unresolved
issues that prevent a decision on the claim and a listing of the additional
information needed to resolve those issues.  The Claimant will have 45
days from the receipt of that notice to provide the additional information, and
during the time that a request for information is outstanding, the running of
the time period in which the Plan Administrator must decide the claim will be
suspended.

    


    (b)           If
the Plan Administrator denies all or part of a claim, further review of the
claim is available upon written request by the Claimant to the Plan
Administrator within 180 days after receipt by the Claimant of written notice of
the denial.  Upon review, the Plan Administrator shall provide the
Claimant a full and fair review of the claim, including the opportunity to
submit written comments, documents, records and other information relevant to
the claim and the Plan Administrator’s review shall take into account such
comments, documents, records and information regardless of whether it was
submitted or considered at the initial determination.  The decision on
review shall be made within 45 days after receipt of the request for review,
unless circumstances beyond the control of the Plan Administrator warrant an
extension of time not to exceed an additional 45 days.  If this
occurs, written notice of the extension will be furnished to the Claimant before
the end of the initial 45-day period, indicating the special circumstances
requiring the extension and the date by which the Plan Administrator expects to
make the final decision.  The final decision shall be in writing and
drafted in a manner calculated to be understood by the Claimant, and shall
include the specific reasons for the decision with references to the specific
Plan provisions on which the decision is based.

    


    7.04           Exhaustion
of Claims Procedures.

     

    Before filing any claim or action in
court or in another tribunal, the Executive, former Executive, Participant,
former Participant, Spouse, former Spouse or other individual, person, entity,
representative, or group of one or more of the foregoing (collectively, a
“Claimant”) must first fully exhaust all of the Claimant’s actual or potential
rights under the claims procedures of Sections 7.01, 7.02 and 7.03, including
such rights as the Plan Administrator may choose to provide in connection with
novel claims, disputes or issues or in particular situations.  For
purposes of the prior sentence, any Claimant that has any claim, dispute, issue
or matter that implicates in whole or in part –

    


    (a)           The
interpretation of the Plan,


    
      
         


      

      
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    (b)           The
interpretation of any term or condition of the Plan,

    


    (c)           The
interpretation of the Plan (or any of its terms or conditions) in light of
applicable law,

    


    (d)           Whether
the Plan or any term or condition under the Plan has been validly adopted or put
into effect,

    


    (e)           Whether
the Plan or any term or condition under the Plan satisfies any applicable law,
or

    


    (f)           Any
claim, issue or matter deemed similar to any of the foregoing by the Plan
Administrator

    


    (or two
or more of these) shall not be considered to have satisfied the exhaustion
requirement of this Section unless the Claimant first submits the claim,
dispute, issue or matter to the Plan Administrator to be processed pursuant to
the claims procedures of Sections 7.01, 7.02 and 7.03 or to be otherwise
considered by the Plan Administrator, and regardless of whether claims,
disputes, issues or matters that are not listed above are of greater
significance or relevance.  The exhaustion requirement of this Section
shall apply even if the Plan Administrator has not previously defined or
established specific claims procedures that directly apply to the submission and
consideration of such claim, dispute, issue or matter, and in which case the
Plan Administrator (upon notice of the claim, dispute, issue or matter) shall
either promptly establish such claims procedures or shall apply (or act by
analogy to) the claims procedures of Sections 7.01, 7.02 and 7.03 that apply to
claims for benefits.  Upon review by any court or other tribunal, this
exhaustion requirement is intended to be interpreted to require exhaustion in as
many circumstances as possible (and any steps necessary to effect this intent
should be taken).

    


    7.05           Limitations
on Actions.

     

    Effective from and after January 1,
2008, any claim or action filed in state or Federal court (or any other
tribunal) by or on behalf of a Claimant (as defined in Section 7.04) with
respect to this Plan must be brought within the applicable timeframe that
relates to the claim or action, listed as follows:

    


    (a)           Any
claim or action relating to the alleged wrongful denial of Plan benefits must be
brought within two years of the earlier of the date that the Claimant received
the payment of the Plan benefits that are the subject of the claim or action or
the date that the Claimant has received his calculation of Plan benefits that
are the subject of the claim or action; and

    


    (b)           Any
other claim or action not covered by subsection (a) above (including a claim or
action relating to an alleged interference or violation of ERISA-protected
rights), must be brought within two years of the date when the Claimant has
actual or constructive knowledge of the acts that are alleged to give rise to
the claim or action.


    
      
         


      

      
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    Failure to bring any such claim or
action within the aforementioned timeframes shall mean that such claim or action
is null and void and of no effect.  Correspondence or other
communications (including the mandatory claims procedures in this Article VII)
by the Company, an Employer, the Plan Administrator or any other person or
entity related or affiliated with the Yum! Organization shall have no effect on
the above timeframes.

    



    
      
         


      

      
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    ARTICLE
VIII – AMENDMENT AND TERMINATION

     

    8.01           Amendment
to the Plan.

     

    The Company, or its delegate, has the
right in its sole discretion to amend this Plan in whole or in part at any time
and in any manner, including the terms and conditions of TCN Benefits, the terms
on which distributions are made, and the form and timing of
distributions.  However, except for mere clarifying amendments
necessary to avoid an inappropriate windfall, no Plan amendment shall reduce the
balance of a Participant’s Vested TCN Account as of the date such amendment is
adopted.  In addition, the Company shall have the limited right to
amend the Plan at any time, retroactively or otherwise, in such respects and to
such extent as may be necessary to fully qualify it under, or exempt it from,
existing and applicable laws and regulations, and if and to the extent necessary
to accomplish such purpose, may by such amendment decrease or otherwise affect
benefits to which Participants may have already become entitled, notwithstanding
any provision herein to the contrary.

    


    The Company’s right to amend the Plan
shall not be affected or limited in any way by a Participant’s Retirement or
other Separation from Service.  In addition, the Company’s right to
amend the Plan shall not be affected or limited in any way by a Participant’s
death or Disability.  Prior practices by the Company or an Employer
shall not diminish in any way the rights granted the Company under this
Section.  Also, it is expressly permissible for an amendment to affect
less than all of the Participants covered by the Plan.

    


    Any amendment shall be in writing and
adopted by the Company or by any officer of the Company who has authority or who
has been granted or delegated the authority to amend this Plan.  An
amendment or restatement of this Plan shall not affect the validity or scope of
any grant or delegation of such authority, which shall instead be solely
determined based upon the terms of the grant or delegation (as determined under
applicable law).  All Participants and Beneficiaries shall be bound by
such amendment.

    


    Any amendments made to the Plan shall
be subject to any restrictions on amendment that are applicable to ensure
continued compliance under Section 409A.

    


    8.02           Termination
of the Plan.

     

    The Company expects to continue this
Plan, but does not obligate itself to do so.  The Company reserves the
right to discontinue and terminate the Plan at any time, in whole or in part,
for any reason (including a change, or an impending change, in the tax laws of
the United States or any state).  Such termination shall be in writing
and adopted by the Company or by any officer of the Company who has authority or
who has been granted or delegated the authority to terminate this
Plan.  An amendment or restatement of this Plan shall not affect the
validity or scope of any grant or delegation of such authority, which shall
instead be solely determined based upon the terms of the grant or delegation (as
determined under applicable law).


    
      
         


      

      
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    Termination of the Plan shall be
binding on all Participants (and a partial termination shall be binding upon all
affected Participants), but in no event may such termination reduce the balance
of a Participant’s Vested TCN Account at the time of the
termination.  If this Plan is terminated (in whole or in part), the
affected Participants’ Vested TCN Accounts may either be paid in a single lump
sum immediately, or distributed in some other manner consistent with this Plan,
as provided by the Plan termination resolution.  The Company’s rights
under this Section shall be no less than its rights under Section
8.01.  Thus, for example, the Company may amend the Plan pursuant to
the third sentence of Section 8.01 in conjunction with the termination of the
Plan, and such amendment will not violate the prohibition on reducing a
Participant’s Vested TCN Account under this Section 8.02.  This
Section is subject to the same restrictions related to compliance with Section
409A that apply to Section 8.01.


    
      
         


      

      
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    ARTICLE
IX – MISCELLANEOUS

     

    9.01           Limitation
on Participant Rights.

     

    Participation in this Plan does not
give any Participant the right to be retained in the Employer's or Company's
employ (or any right or interest in this Plan or any assets of the Company or
Employer other than as herein provided).  The Company and Employer
reserve the right to terminate the employment of any Participant without any
liability for any claim against the Company or Employer under this Plan, except
for a claim for payment of benefits as provided herein.

    


    9.02           Unfunded
Obligation of Individual Employer.

     

    The benefits provided by this Plan are
unfunded.  All amounts payable under this Plan to Participants are
paid from the general assets of the Participant’s individual
Employer.  Nothing contained in this Plan requires the Company or
Employer to set aside or hold in trust any amounts or assets for the purpose of
paying benefits to Participants.  Neither a Participant, Beneficiary,
nor any other person shall have any property interest, legal or equitable, in
any specific Employer asset.  This Plan creates only a contractual
obligation on the part of a Participant’s individual Employer, and the
Participant has the status of a general unsecured creditor of his Employer with
respect to benefits granted hereunder.  Such a Participant shall not
have any preference or priority over, the rights of any other unsecured general
creditor of the Employer.  No other Employer guarantees or shares such
obligation, and no other Employer shall have any liability to the Participant or
his Beneficiary.  In the event a Participant transfers from the
employment of one Employer to another, the former Employer shall transfer the
liability for benefits made while the Participant was employed by that Employer
to the new Employer (and the books of both Employers shall be adjusted
appropriately).

    


    9.03           Other
Benefit Plans.

     

    This Plan shall not affect the right of
any Eligible Executive or Participant to participate in and receive benefits
under and in accordance with the provisions of any other employee benefit plans
which are now or hereafter maintained by any Employer, unless the terms of such
other employee benefit plan or plans specifically provide otherwise or it would
cause such other plan to violate a requirement for tax-favored
treatment.

    


    9.04           Receipt
or Release.

     

    Any payment to a Participant or
Beneficiary in accordance with the provisions of this Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Plan Administrator,
the Employer and the Company, and the Plan Administrator may require such
Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect.


    
      
         


      

      
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    9.05           Governing
Law.

     

    This Plan shall be construed,
administered, and governed in all respects in accordance with ERISA and, to the
extent not preempted by ERISA, in accordance with the laws of the State of
Kentucky.  If any provisions of this instrument shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.

    


    9.06           Adoption
of Plan by Related Employers.

     

    The Plan Administrator may select as an
Employer any division of the Company, as well as any member of the Yum!
Organization, and permit or cause such division or organization to adopt the
Plan.  The selection by the Plan Administrator shall govern the
effective date of the adoption of the Plan by such related
Employer.  The requirements for Plan adoption are entirely within the
discretion of the Plan Administrator and, in any case where the status of an
entity as an Employer is at issue, the determination of the Plan Administrator
shall be absolutely conclusive.

    


    9.07           Rules
of Construction.

     

    The provisions of this Plan shall be
construed according to the following rules:

    


    (a)           Gender and
Number.  Whenever the context so indicates, the singular or
plural number and the masculine, feminine, or neuter gender shall be deemed to
include the other.

    


    (b)           Examples.  Whenever
an example is provided or the text uses the term “including” followed by a
specific item or items, or there is a passage having a similar effect, such
passage of the Plan shall be construed as if the phrase “without limitation”
followed such example or term (or otherwise applied to such passage in a manner
that avoids limitation on its breadth of application).

    


    (c)           Compounds of the Word
“Here”.  The words “hereof”, “herein”, “hereunder” and other
similar compounds of the word “here” shall mean and refer to the entire Plan,
not to any particular provision or section.

    


    (d)           Effect of Specific
References.  Specific references in the Plan to the Plan
Administrator’s discretion shall create no inference that the Plan
Administrator’s discretion in any other respect, or in connection with any other
provisions, is less complete or broad.

    


    (e)           Subdivisions of the Plan
Document.  This Plan document is divided and subdivided using
the following progression: articles, sections, subsections, paragraphs,
subparagraphs and clauses.  Articles are designated by capital roman
numerals.  Sections are designated by Arabic numerals containing a
decimal point.  Subsections are designated by lower-case letters in
parentheses.  Paragraphs are designated by Arabic numbers in
parentheses.  Subparagraphs are designated by lower-case roman
numerals in parenthesis.  Clauses are designated by upper-case letters
in parentheses.  Any reference in a section to a subsection (with no
accompanying section reference) shall be read as a reference to the subsection
with the specified designation contained in that same section.  A
similar reading shall apply with respect to paragraph references within a
subsection and subparagraph references within a paragraph.


    
      
         


      

      
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    (f)           Invalid
Provisions.  If any provision of this Plan is, or is hereafter
declared to be void, voidable, invalid or otherwise unlawful, the remainder of
the Plan shall not be affected thereby.

    


    9.08           Successors
and Assigns; Nonalienation of Benefits.

     

    This Plan inures to the benefit of and
is binding upon the parties hereto and their successors, heirs and assigns;
provided, however, that the amounts credited to the TCN Account of a Participant
are not (except as provided in Sections 5.05 and 6.04) subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, either voluntary or
involuntary, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to any benefits
payable hereunder, including, without limitation, any assignment or alienation
in connection with a separation, divorce, child support or similar arrangement,
will be null and void and not binding on the Plan or the Company or any
Employer.  Notwithstanding the foregoing, the Plan Administrator
reserves the right to make payments in accordance with a divorce decree,
judgment or other court order as and when cash payments are made in accordance
with the terms of this Plan from the Vested TCN Account of a
Participant.  Any such payment shall be charged against and reduce the
Participant’s Account.

    


    9.09           Facility
of Payment.

     

    Whenever, in the Plan Administrator's
opinion, a Participant or Beneficiary entitled to receive any payment hereunder
is under a legal disability or is incapacitated in any way so as to be unable to
manage his financial affairs, the Plan Administrator may direct the Employer to
make payments to such person or to the legal representative of such person for
his benefit, or to apply the payment for the benefit of such person in such
manner as the Plan Administrator considers advisable.  Any payment in
accordance with the provisions of this Section shall be a complete discharge of
any liability for the making of such payment to the Participant or Beneficiary
under the Plan.

    



    
      
         


      

      
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    ARTICLE
X – SIGNATURE

     

    


    IN WITNESS WHEREOF, this Yum! Brands
Third Country National Plan is hereby adopted by the Company’s duly authorized
officer to be effective as provided herein.

    


     

     

    
      
        	 
      	 
      	
                YUM!
      BRANDS, INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Anne
      Byerlein, Chief People Officer

              
	 
      	 
      	 
      
	 
      	 
      	
                Date:

              	 	 
      
	 
      	 
      	 
      	 
      


      

    

     

     

    
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