ex10-21_1.htm


  


    
      	 
      
	 
      
	 
      
	 
      
	 
      
	
              YUM!
      BRANDS

            
	 
      
	
              LEADERSHIP
      RETIREMENT PLAN

            
	 
    
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	
              Plan
      Document for the 409A Program,

            
	
              Effective
      as of January 1, 2005 (with amendments through December
    2009)

            
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              YUM!
      Brands Leadership Retirement Plan

            	 
      
	
              Table
      of Contents

            	 
      
	 
      	 
      
	 
      	
              Page

            
	 
      	 
      
	
              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:

            	
              3

            
	
              2.05

            	
              BONUS
      COMPENSATION:

            	
              3

            
	
              2.06

            	
              BREAK
      IN SERVICE PAYMENT ELECTION:

            	
              3

            
	
              2.07

            	
              CHANGE
      IN CONTROL:

            	
              4

            
	
              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:

            	
              8

            
	
              2.20

            	
              409A
      PROGRAM:

            	
              9

            
	
              2.21

            	
              KEY
      EMPLOYEE:

            	
              9

            
	
              2.22

            	
              LRP
      ACCOUNT:

            	
              11

            
	
              2.23

            	
              LRP
      BENEFIT:

            	
              11

            
	
              2.24

            	
              ONE-YEAR
      BREAK IN SERVICE:

            	
              11

            
	
              2.25

            	
              PARTICIPANT:

            	
              11

            
	
              2.26

            	
              PLAN:

            	
              12

            
	
              2.27

            	
              PLAN
      ADMINISTRATOR:

            	
              12

            
	
              2.28

            	
              PLAN
      YEAR:

            	
              12

            
	
              2.29

            	
              PRE-409A
      PROGRAM:

            	
              12

            
	
              2.30

            	
              RETIREMENT:

            	
              12

            
	
              2.31

            	
              SECTION
      409A:

            	
              12

            
	
              2.32

            	
              SEPARATION
      FROM SERVICE:

            	
              12

            
	
              2.33

            	
              SPOUSE:

            	
              13

            
	
              2.34

            	
              TERMINATION
      DATE:

            	
              13

            
	
              2.35

            	
              VALUATION
      DATE:

            	
              13

            
	
              2.36

            	
              VESTING
      SCHEDULE:

            	
              13

            
	
              2.37

            	
              VESTED
      LRP ACCOUNT:

            	
              13

            
	
              2.38

            	
              UNITED
      STATES:

            	
              13

            
	
              2.39

            	
              YEAR
      OF PARTICIPATION:

            	
              13

            
	
              2.40

            	
              YEAR
      OF SERVICE:

            	
              14

            
	
              2.41

            	
              YUM!
      ORGANIZATION:

            	
              14

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


     

    


    
      	
              YUM!
      Brands Leadership Retirement Plan

            	 
      
	
              Table
      of Contents

            	 
      
	 
      	 
      
	 
      	
              Page

            
	
              ARTICLE
      III – PARTICIPATION

            	
              15

            
	
              3.01

            	
              ELIGIBILITY
      TO PARTICIPATE.

            	
              15

            
	
              3.02

            	
              INCEPTION
      OF PARTICIPATION.

            	
              16

            
	
              3.03

            	
              TERMINATION
      OF PARTICIPATION.

            	
              17

            
	
              3.04

            	
              BREAK
      IN SERVICE.

            	
              17

            
	
              3.05

            	
              AGREEMENTS
      NOT TO PARTICIPATE.

            	
              18

            
	
              ARTICLE
      IV – ELECTIONS

            	
              19

            
	
              4.01

            	
              BENEFICIARIES.

            	
              19

            
	
              4.02

            	
              DEFERRAL
      OF PAYMENT WHILE RECEIVING DISABILITY BENEFITS.

            	
              19

            
	
              4.03

            	
              BREAK
      IN SERVICE DEFERRAL OF PAYMENT.

            	
              20

            
	
              ARTICLE
      V – PARTICIPANT LRP BENEFITS

            	
              23

            
	
              5.01

            	
              CREDITS
      TO A PARTICIPANT’S LRP ACCOUNT.

            	
              23

            
	
              5.02

            	
              VESTING
      SCHEDULE.

            	
              26

            
	
              5.03

            	
              DISTRIBUTION
      OF A PARTICIPANT’S VESTED LRP ACCOUNT.

            	
              27

            
	
              5.04

            	
              VALUATION.

            	
              29

            
	
              5.05

            	
              FICA
      TAXES AND LRP ACCOUNT REDUCTION.

            	
              29

            
	
              ARTICLE
      VI – PLAN ADMINISTRATION

            	
              31

            
	
              6.01

            	
              PLAN
      ADMINISTRATOR.

            	
              31

            
	
              6.02

            	
              POWERS
      OF THE PLAN ADMINISTRATOR.

            	
              31

            
	
              6.03

            	
              COMPENSATION,
      INDEMNITY AND LIABILITY.

            	
              32

            
	
              6.04

            	
              TAXES.

            	
              32

            
	
              6.05

            	
              RECORDS
      AND REPORTS.

            	
              32

            
	
              6.06

            	
              RULES
      AND PROCEDURES.

            	
              33

            
	
              6.07

            	
              APPLICATIONS
      AND FORMS.

            	
              33

            
	
              6.08

            	
              CONFORMANCE
      WITH SECTION 409A.

            	
              33

            
	
              ARTICLE
      VII – CLAIMS PROCEDURES

            	
              34

            
	
              7.01

            	
              CLAIMS
      FOR BENEFITS.

            	
              34

            
	
              7.02

            	
              APPEALS.

            	
              34

            
	
              7.03

            	
              SPECIAL
      CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS.

            	
              34

            
	
              7.04

            	
              EXHAUSTION
      OF CLAIMS PROCEDURES.

            	
              35

            
	
              7.05

            	
              LIMITATIONS
      ON ACTIONS.

            	
              36

            
	
              ARTICLE
      VIII – AMENDMENT AND TERMINATION

            	
              38

            
	
              8.01

            	
              AMENDMENT
      TO THE PLAN.

            	
              38

            
	
              8.02

            	
              TERMINATION
      OF THE PLAN.

            	
              38

            
	
              ARTICLE
      IX – MISCELLANEOUS

            	
              40

            
	
              9.01

            	
              LIMITATION
      ON PARTICIPANT RIGHTS.

            	
              40

            
	
              9.02

            	
              UNFUNDED
      OBLIGATION OF INDIVIDUAL EMPLOYER.

            	
              40

            
	
              9.03

            	
              OTHER
      BENEFIT PLANS.

            	
              40

            
	
              9.04

            	
              RECEIPT
      OR RELEASE.

            	
              40

            
	
              9.05

            	
              GOVERNING
      LAW.

            	
              41

            


    


    
      
         


      

      
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              YUM!
      Brands Leadership Retirement Plan

            	 
      
	
              Table
      of Contents

            	 
      
	 
      	 
      
	 
      	
              Page

            
	
              9.06

            	
              ADOPTION
      OF PLAN BY RELATED EMPLOYERS.

            	
              41

            
	
              9.07

            	
              RULES
      OF CONSTRUCTION.

            	
              41

            
	
              9.08

            	
              SUCCESSORS
      AND ASSIGNS; NONALIENATION OF BENEFITS.

            	
              42

            
	
              9.09

            	
              FACILITY
      OF PAYMENT.

            	
              42

            
	
              ARTICLE
      X – SIGNATURE

            	
              43

            
	
              APPENDIX

            	
              44

            
	
              APPENDIX
      ARTICLE A – LRP BENEFITS FOR CERTAIN PARTICIPANTS

            	
              45

            
	
              A.01

            	
              SCOPE.

            	
              45

            
	
              A.02

            	
              ALLOCATION
      DATE FOR CLASS I APPENDIX PARTICIPANTS.

            	
              45

            
	
              A.03

            	
              EMPLOYER
      CREDIT FOR CLASS I APPENDIX PARTICIPANTS.

            	
              46

            
	
              A.04

            	
              SPECIAL
      INTERIM EARNINGS RATE FOR CLASS I APPENDIX PARTICIPANTS.

            	
              47

            
	
              A.05

            	
              VESTING
      FOR CLASS I APPENDIX PARTICIPANTS.

            	
              48

            
	
              A.06

            	
              EMPLOYER
      CREDIT PERCENTAGE FOR CLASS II APPENDIX PARTICIPANTS.

            	
              48

            
	
              A.07

            	
              SPECIAL
      ADDITIONAL EMPLOYER CREDIT FOR SPECIFIED CLASS II APPENDIX
      PARTICIPANTS.

            	
              49

            
	
              ARTICLE
      B – PARTICIPATION BY EXECUTIVES ON INTERNATIONAL
    ASSIGNMENTS

            	
              50

            
	
              B.01

            	
              SCOPE.

            	
              50

            
	
              B.02

            	
              ELIGIBLE
      COUNTRIES.

            	
              50

            
	
              B.03

            	
              SPECIAL
      PROVISIONS FOR CERTAIN JULY 2008 INTERNATIONAL TRANSFERS.

            	
              53

            


    

     

    



    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    


    


     

    ARTICLE
I – FOREWORD

     

    YUM! Brands, Inc. (the “Company”)
established the YUM! Brands Leadership Retirement Plan (the “Plan”) to benefit
selected executives who are not eligible to participate in the YUM! Brands
Retirement Plan.  The Plan was effective as of April 1, 2002, and it
was originally known as the Supplemental Executive Retirement Plan.

    


    This document is effective as of
January 1, 2005 (the “Effective Date”).  Effective January 1, 2008,
this document was amended and restated to add additional eligible executives and
make certain other design changes.  In December 2008, this document
was further amended and restated to make certain changes for Section 409A and
other items.  In December, 2009, this document was further amended to:
(i) permit the continued eligibility of certain executives who become Executives
in the Plan and are transferred to work outside the United States in a temporary
assignment at a Yum! foreign subsidiary, (ii) exclude from the Plan persons who
transfer into the United States for a temporary assignment, unless they both
entered the Plan and transferred to the United States before July 1, 2009, (iii)
provide that Executives can agree not to participate in the Plan, either
expressly or indirectly by agreeing to participate in one or more of the
Company’s other benefit plans, and (iv) provide for a one percent (1%)
contribution for Participants who do not receive Employer Credits at specified
higher contribution levels.

    


    This document sets forth the terms of
the Plan that are applicable to benefits that are subject to Section 409A, i.e., generally, benefits
that are earned or vested after December 31, 2004 (the “409A
Program”).  Other benefits under the Plan shall be governed by a
separate set of documents that set forth the pre-Section 409A terms of the Plan
(the “Pre-409A Program”).  Together, this document and the documents
for the Pre-409A Program describe the terms of a single
plan.  However, amounts subject to the terms of this 409A Program and
amounts subject to the terms of the Pre-409A Program shall be tracked separately
at all times.  The preservation of the terms of the Pre-409A Program,
without material modification, and the separation between the 409A Program
amounts and the Pre-409A Program amounts are intended to be sufficient at all
times to permit the Pre-409A Program to remain exempt from Section
409A.

    


    With respect to benefits covered by
this document, 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.  Additional and alternate provisions applicable
to certain eligible executive’s benefits are set forth in the
Appendix.

    


    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 LRP Account.  Except as otherwise
provided in the Appendix for one or more specific Participants –

    


    (a)           The
last business day of each Plan Year shall be an Allocation Date, if the
Executive is an active Participant on such day; and

    


    (b)           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 (if it
is not already an Allocation Date pursuant to subsection (a)
above).

    


    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 and to the extent paid in U.S.
dollars from an Employer’s U.S. payroll 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

        
          

        

      

      
         


      

    


    


    


    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 LRP 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 LRP Account at death predecease the
Participant, the Participant’s surviving Beneficiaries shall be entitled to the
portion of the Participant’s Vested LRP 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.  In determining whether a Beneficiary designation that relates
to the Plan is in effect, unrevoked designations that were received prior to the
Effective Date of the 409A Program shall be considered.  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 LRP Account ceases to be a
Beneficiary when all applicable payments have been made from the LRP
Account.

    


    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 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;
provided, however, if a Participant has incurred a mid-year Termination Date
under Section 3.03(a), the Participant’s target bonus percentage on the
Participant’s Termination Date shall be used for the Allocation Date specified
by Section 2.01(b).  Bonus Compensation shall be determined by the
Plan Administrator and shall only be taken into account to the extent paid in
U.S. dollars from an Employer’s U.S. payroll.  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.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    


    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:

    


    (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.

    


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

    


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


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    “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.

    


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

    


    “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.

    


    “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 LRP Benefits.

    


    2.14           Earnings
Credit:

     

    The increment added to a Participant’s
LRP 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 6% 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 6% 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 LRP Account from time
to time pursuant to the provisions of Section 5.01(d).


    
      
         


      

      
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    (b)           Earnings Rate from and after
July 1, 2006.  Except as provided in the Appendix, from and
after July 1, 2006, the Earnings Rate for all Participants shall be 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 5% 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 LRP Account from time to time pursuant to the
provisions of Section 5.01(d).

    


    (c)           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.

    


    2.16           Employer:

     

    (a)           The
Company, and each division of the Company and each of the Company’s subsidiaries
and affiliates (if any) and each 2009 Foreign Subsidiary (as defined in
subsection (b) below) 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, affiliate or 2009 Foreign Subsidiary 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 (i) so determined by the Plan Administrator, and (ii)
a member of the YUM! Organization.

    


    (b)           As
used in subsection (a) above and elsewhere in the Plan, a “2009 Foreign
Subsidiary” means any corporation
organized under the laws of any country other than the United States that is a
member of the Yum! Organization, provided that a corporation described in this
subsection shall be an Employer only with respect to a person who is an
Executive pursuant to Section 2.19(b) (and only while such person is described
in Section 2.19(b)).  This subsection shall be effective January 1,
2009, for persons that are employed by the Yum! Organization on or after that
date, or July 1, 2008 for individuals who are deemed to be an Eligible Executive
under the Plan pursuant to Section B.03 of Appendix B.”

    


    2.17           Employer
Credit / Employer Credit Percentage:

     

    The Employer Credit is an amount that
is credited to a Participant’s LRP Account as of each Allocation Date pursuant
to the provisions of Section 5.01(b) and (c) or the Appendix.  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.


    
      
         


      

      
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    2.19           Executive
/ Eligible Executive:

     

    An “Executive” is any individual in an
executive classification of an Employer who (i) 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 (ii) is either a
“U.S. Executive” or a “Foreign-Assigned Executive” as those terms are defined in
subsections (a) and (b) below.  Certain terms used in this Section are
further defined in subsections (c) and (d) below.

    


    (a)           U.S.
Executive.  Subject to the next sentence, a “U.S. Executive” is
any person who is on an Employer’s United States
payroll.  Notwithstanding the preceding sentence, an executive
who:

    


    (1)           transfers
to an executive classification (which would otherwise cause him to be an
Executive under this subsection) as a result of a transfer within the Yum!
Organization from a worksite outside the United States to a worksite in the
United States,

    


    (2)           is
a nonresident alien at the time of such transfer, and

    


    (3)           does
not have such transfer occur before July 1, 2009,

    


    shall not
become an Executive hereunder for any period that the employment at the United
States worksite constitutes a Temporary Assignment (as defined in subsection (d)
below).  As used in this Section, “United States payroll” means a
payroll administered within the United States.

    


    (b)           Foreign-Assigned
Executive.  A “Foreign-Assigned Executive” means any individual
who:

    


    (1)           initially
became a Participant while a U.S. Executive under subsection (a)
above,

    


    (2)           is
working outside of both the United States and his Home Country (as defined in
subsection (c) below) in connection with a Temporary Assignment to a country
that is specified in Appendix B for this purpose, and

    


    (3)           is
no longer a U.S. Executive (because he is not on a United States payroll at such
time).

    


    Notwithstanding
the foregoing, the Vice President of Global Talent Management, in his sole
discretion, may waive the requirement in paragraph (1) above and classify as a
Foreign-Assigned Executive any individual who otherwise satisfies the
requirements of paragraphs (2) and (3) 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.  This subsection
(b) shall be effective January 1, 2009 for individuals who are employed by the
Yum! Organization on or after that date.


    
      
         


      

      
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    (c)           Home
Country.  A individual’s “Home Country” means the country of
his citizenship; provided that if a 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 a 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.

    


    (d)           Temporary
Assignment.  A “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 (i) the duration of the
assignment, by the express terms of the assignment at such time, is more than
five years, or (ii) 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.  Notwithstanding the
preceding provisions of this subsection (d), if, at any time subsequent to the
inception of a Temporary Assignment, the assignment is changed to a designation
other than a Temporary Assignment, the Vice President of Global Talent
Management, in his sole discretion, may treat the individual as having been in
other than a Temporary Assignment for the duration of the entire assignment or
portion thereof.

    


    2.20           409A
Program:

     

    The program described in this
document.  The term “409A Program” is used to identify the portion of
the Plan that is subject to Section 409A.

    


    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));


    
      
         


      

      
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    (2)           A
5-percent owner of an Employer; or

    


    (3)           A
1-percent 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 3 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.

    


    (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 2005, compensation earned in
the 2003 calendar year shall be used); and


    
      
         


      

      
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    (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 2005, compensation earned in the 2004 calendar
year shall be used).

    


    In addition, a Participant shall be
considered an officer for purposes of Subsection (a)(1), a 5-percent owner for
purposes of Subsection (a)(2) or a 1-percent owner for purposes of Subsection
(a)(3) with respect to a Separation from Service distribution, if the
Participant was an officer, a 5-percent owner or a 1-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.

    


    2.22           LRP
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 LRP 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 LRP
Account shall include a reference to each applicable subaccount that has been
established thereunder.  “Pre-Break Subaccount” and “Post-Break
Subaccount” shall have the meanings given to them in Section 3.04.

    


    2.23           LRP
Benefit:

     

    The amount or amounts that are
distributable to a Participant (or Beneficiary) in accordance with Section
5.03.  A Participant’s LRP 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 LRP 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.


    
      
         


      

      
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    2.26           Plan:

     

    The YUM! Brands Leadership Retirement
Plan, the plan set forth herein and in the Pre-409A Program documents, as it may
be amended and restated from time to time (subject to the limitations on
amendment that are applicable hereunder and under the Pre-409A
Program).

    


    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.

    


    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           Pre-409A
Program:

     

    The portion of the Plan that governs
benefits that are not subject to Section 409A.  The terms of the
Pre-409A Program are set forth in a separate set of documents.

    


    2.30           Retirement:

     

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

    


    2.31           Section
409A:

     

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

    


    2.32           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, 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.


    
      
         


      

      
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    2.33           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.

    


    2.34           Termination
Date:

     

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

    


    2.35           Valuation
Date:

     

    Each date as specified by the Plan
Administrator from time to time as of which Participant LRP 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.

    


    2.36           Vesting
Schedule:

     

    The schedule under which a
Participant’s LRP Account becomes vested and nonforfeitable in accordance with
Section 5.02 or the Appendix.

    


    2.37           Vested
LRP Account:

     

    The portion of a Participant’s LRP
Account that has become vested and nonforfeitable within the meaning of Section
5.02(a) or the Appendix.

    


    2.38           United
States:

     

    Any of the 50 states, the District of
Columbia, and the U.S. Virgin Islands.

    


    2.39           Year
of Participation:

     

    The period during a Plan Year (or such
other period as provided in the Appendix) – (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 (or such other period as provided in the
Appendix), the Participant shall be credited with a complete Year of
Participation for such Plan Year (or such other period as provided in the
Appendix).  If the Participation Period covers only a portion of the
Plan Year (or such other period as provided in the Appendix), then the
Participant shall be credited with a fractional Year of Participation for such
Plan Year (or such other period as provided in the Appendix).  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.


    
      
         


      

      
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    2.40           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(e) and Section
3.04.

    


    2.41           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)           Rules Effective from and
after January 1, 2008.  Effective from and after January 1,
2008, 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 January 1, 2008
(and while he remains so classified);

    


    (ii)           The
Executive is hired by an Employer on or after January 1, 2008 as an Executive
classified as Level 12 or above (and while he remains so classified);
or

    


    (iii)           The
Executive is promoted by an Employer on or after January 1, 2008 from below
Level 12 into a Level 12 or above position (and while he remains so
classified);

    


    (2)           The
Executive is not eligible to participate in the YUM! Brands Retirement Plan;
and

    


    (3)           The
Executive has attained at least age 21.

    


    (b)           Rules Effective for the 2007
Plan Year.  Effective from and after January 1, 2007 and before
January 1, 2008, 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 14 or above on January 1, 2007
(and while he remains so classified);

    


    (ii)           The
Executive is hired by an Employer on or after January 1, 2007 and before January
1, 2008 as an Executive classified as Level 14 or above (and while he remains so
classified); or

    


    (iii)           The
Executive is promoted by an Employer on or after January 1, 2007 and before
January 1, 2008 from below Level 14 into a Level 14 or above position (and while
he remains so classified);

    


    (2)           The
Executive is not eligible to participate in the YUM! Brands Retirement Plan;
and

    


    (3)           The
Executive has attained at least age 40.


    
      
         


      

      
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    (c)           Rules Effective as of the
Effective Date through December 31, 2006.  Effective from and
after the Effective Date and through December 31, 2006, an Executive shall be
eligible to participate in this Plan, if the Executive satisfies all of the
following requirements:

    


    (1)           The
Executive has been selected by his Employer to participate in this Plan (and
while he remains selected);

    


    (2)           The
Executive is not eligible to participate in the YUM! Brands Retirement Plan;
and

    


    (3)           The
Executive has attained at least age 40.

    


    (d)           Special Eligibility
Rules.  If an Executive was a Participant in the Pre-409A
Program immediately prior to January 1, 2005, the Executive shall remain a
Participant in this Plan subject to the regular participation rules of the Plan,
including Section 3.03.  Further, if an Executive became a Participant
in the Plan by satisfying Section 3.01(b) or (c), such Executive shall remain a
Participant in the Plan after the applicable timeperiod subject to the regular
participation rules of the Plan, including Section 3.03.

    


    (e)           Certain Rehired
Executives.  If an Executive was previously employed by the
YUM! Organization, such Executive was not eligible to participate in this Plan
(e.g., the Executive
was eligible to participate in the YUM! Brands Retirement Plan) as a result of
such previous employment and such Executive 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 –

    


    (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 LRP 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.


    
      
         


      

      
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    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 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).

    


    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.

    


    (b)           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.

    


    (c)           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 LRP 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.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    


    


    (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 LRP
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 LRP Account (the “Post-Break
Subaccount”).  The Post-Break Subaccount shall be separately
distributed from the value of the Participant’s pre-break LRP 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 LRP Account.  A
Participant who has a Pre-Break and Post-Break Subaccount shall be referred to
as a “Break in Service Participant.”

    


    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 Section
409A.

    


    


    


    


    



    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    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 LRP 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.  Effective
from and after January 1, 2008, subject to subsection (b) below, a Participant
who is on a Disability Leave of Absence (and active participation continues
under Section 3.03(b)) may make one or more elections to extend the time of
payment of his LRP 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 LRP 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; provided however a Participant can make a valid Disability Payment
Election within 12 months of his 55th
birthday, if the Participant’s 55th
birthday is in the 2009 calendar year and if the Participant makes the
Disability Payment Election during the 2008 calendar year.

    


    (2)           If
a Participant’s LRP 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; provided however a
Participant can make a valid Disability Payment Election within 12 months of his
Separation from Service, if the Participant’s Separation from Service occurs in
the 2009 calendar year and if the Participant makes the Disability Payment
Election during the 2008 calendar year.

    


    (3)           A
Participant’s first Disability Payment Election must specify a new specific
payment date for his LRP 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 LRP Benefits that is at least 5 years after the
prior specific payment date listed in the prior Disability Payment
Election.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


    


    (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.

    


    (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 LRP 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.

    


    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).

    


    (c)           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.  Effective
from and after January 1, 2008, 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; provided however a Participant can make
a valid Break in Service Payment Election within 12 months of his 55th
birthday, if the Participant’s 55th
birthday is in the 2009 calendar year and if the Participant makes the Break in
Service Payment Election during the 2008 calendar year.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    


    


    (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.

    


    (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 LRP 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).


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


    


    (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.

    



    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    ARTICLE
V – PARTICIPANT LRP BENEFITS

     

    5.01           Credits
to a Participant’s LRP Account.

     

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

    


    (b)           Employer Credit
Percentage.  A Participant’s Employer Credit Percentage (if
any) shall be determined under the following paragraphs –

    


    (1)           For Periods From and After
January 1, 2008.  For Plan Years beginning from and after
January 1, 2008, unless otherwise provided in the Appendix for one or more
specific Participants, a Participant’s Employer Credit Percentage (if any) shall
be equal to –

    


    (i)           1.0%
for a Participant of any level who is an active Participant for a period as of
the Allocation Date, but who does not qualify for a greater Employer Credit
Percentage under the remaining provisions of this Section 5.01 for such period,
and

    


    (ii)           the
following applicable percentage for an active Participant whose age is 40 or
greater as of the Allocation Date –

    


    
      	
              Participant Level as of Allocation
      Date

            	
              Employer Credit Percentage for

              Participants Age 40 or Greater

               

            
	
              Level
      12

            	
              4.5%

            
	
              Level
      13

            	
              5.0%

            
	
              Level
      14

            	
              5.5%

            
	
              Level
      15

            	
              6.5%

            
	
              Level
      16

            	
              7.5%

            
	
              Leadership
      Team (LT)

            	
              8.0%

            
	
              Partners
      Council (PC)

            	
              9.5%

            


    

    


    (2)           For Periods Prior to January
1, 2008.  For Plan Years beginning prior to January 1, 2008,
unless otherwise provided in the Appendix for one or more specific Participants,
a Participant’s Employer Credit Percentage (if any) shall be equal to the
following –

    


    
      	
              Participant Level as of Allocation
      Date

               

            	
              Employer Credit
  Percentage

            
	
              Level
      14

            	
              5.5%

            
	
              Level
      15

            	
              6.5%

            
	
              Level
      16

            	
              7.5%

            
	
              Leadership
      Team (LT)

            	
              8.0%

            
	
              Partners
      Council (PC)

            	
              9.5%

            


    

    



    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    


    The Participant shall be assigned the
corresponding Employer Credit Percentage for a Plan Year based upon his level
(and age) as of the Allocation Date, regardless of whether the Participant was
at that level (or age) for the entire Plan Year; provided, however, if a
Participant has incurred a mid-year Termination Date under Section 3.03(a), the
Participant’s level and age on the Participant’s Termination Date shall be used
for the Allocation Date specified by Section 2.01(b).

    


    (c)           Employer Credit
Amount.

    


    (1)           General
Rules.  Unless otherwise provided in the Appendix for one or
more specified Participants, 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 LRP Account.  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 LRP 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.  Unless otherwise provided in the Appendix, 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.  Notwithstanding the foregoing,
if a Participant has incurred a mid-year Termination Date under Section 3.03(a),
the Participant’s annualized Base Compensation in effect on the Participant’s
Termination Date shall be used in determining the Participant’s Base
Compensation and Bonus Compensation for the Allocation Date specified by Section
2.01(b).

    


    (ii)           If
a Participant has less than 1 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 that shall be used shall be multiplied by the
Participant’s fractional Year of Participation for the Plan
Year.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


    


    (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.

    


    (iv)           For
those Employer Credits that are at a level of 4.5% or higher with respect to an
Allocation Date (referred to as a “Full Employer Credit”), once a Participant
has been credited with Full Employer Credits for 20 years (i.e., after 20 full Years of
Participation) at the percentage levels specified in clause (ii) of Section
5.01(b)(1) or in Section 5.01(b)(2), the Participant shall cease receiving Full
Employer Credits and all subsequent Employer Credits made to the Participant’s
LRP Account shall be at the percentage level specified in clause (i) of Section
5.01(b)(1).  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.  Employer Credits that are made before or after a
Participant is receiving Full Employer Credits shall not be limited pursuant to
this subparagraph.

    


    (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 LRP 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 LRP Account effective as of such Valuation Date.  If a
Participant has less than 1 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.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    


    


    (2)           Revisions to Earnings
Rate.  As of the end of each Plan Year, beginning with the end
of the 2007 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
LRP 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.

    


    5.02           Vesting
Schedule.

     

    (a)           General.  Upon
a Separation from Service, a Participant shall only be entitled to a
distribution (at the time provided in Section 5.03) of the portion (if any) of
his LRP Account that has become vested and nonforfeitable at such time pursuant
to the Vesting Schedule (as determined under this Section) that applies to the
Participant.  The portion (if any) of the Participant’s LRP Account
that has not become vested by the Participant’s Separation from Service shall be
forfeited and shall not be distributed to the Participant
hereunder.  The portion of the Participant’s LRP Account (from time to
time) that has become vested and nonforfeitable pursuant to the Participant’s
Vesting Schedule and this Section 5.02 shall be referred to as the Participant’s
“Vested LRP Account.”

    


    (b)           Vesting
Schedule.  Unless Subsection (c) applies or unless otherwise
provided in the Appendix for one or more specific Participants, a Participant’s
LRP Account shall become vested and nonforfeitable pursuant to this
subsection.

    


    (1)           Vesting Schedule as of
January 1, 2008.  Effective January 1, 2008, a Participant
shall become 100% vested in his LRP Account upon attaining three (3) Years of
Service.  For purposes of Participants in this Plan as of December 31,
2007, this paragraph shall apply to all existing LRP Account balances as of
January 1, 2008 based on the Participant’s Years of Service earned both before
and after January 1, 2008.

    


    (2)           Vesting Schedule before
January 1, 2008.  For periods prior to January 1, 2008, a
Participant’s LRP Account shall become vested as follows –

    


    (i)           Upon
attaining five (5) Years of Service, a Participant shall become 50% vested in
his LRP Account, and


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    


    


    (ii)           Upon
attaining ten (10) Years of Service, a Participant shall become 100% vested in
his LRP Account.

    


    (c)           Acceleration of
Vesting.  Notwithstanding Subsection (b) above, a Participant’s
LRP 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.

    


    5.03           Distribution
of a Participant’s Vested LRP Account.

     

    The portion of the Participant’s Vested
LRP Account that is governed by the terms of this 409A Program shall be
distributed as provided in this Section.  All distributions shall be
paid in cash.  In no event shall any portion of a Participant’s Vested
LRP 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 LRP 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 LRP 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 LRP 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 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 LRP
Account shall not be paid, as a result of the Participant’s Separation from
Service, earlier than the date that is at least 6 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 6 months
after the Participant’s Separation from Service; and


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    


    


    (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 6 months after the Participant’s Separation from
Service.

    


    If the Participant’s Vested LRP 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 LRP 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 LRP Account shall be distributed in
accordance with the following terms and conditions:

    


    (1)           Upon
a Participant’s death, the Participant’s Vested LRP 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 LRP 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 LRP 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).


    
      
         


      

      
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    (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 LRP Benefit (together with any other
deferred compensation benefits that are required to be aggregated with the LRP
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 LRP 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 LRP Account shall be paid as of the last
day of the calendar quarter on or immediately following the date that is 6
months after the Participant’s Separation from Service.

    


    (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 LRP 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           FICA
Taxes and LRP Account Reduction.

     

    (a)           Calculation of FICA
Taxes.  For each Plan Year in which a Participant’s Account (or
portion of the Account) vests pursuant to Section 5.02 or the Appendix, the
Company shall calculate the applicable FICA taxes that are due and shall pay
such FICA taxes to the applicable tax authorities as provided by Treasury
Regulation Section 31.3121(v)(2)-1.  The amount of the applicable FICA
taxes that are the responsibility of the Participant pursuant to Code Section
3101 shall be paid from the Participant’s LRP Account as provided in Subsection
(b).

    


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

    


    (1)           The
amount of the applicable FICA taxes calculated by the Company that are the
responsibility of the Participant pursuant to Code Section 3101 (the “FICA
Amount”), plus


    
      
         


      

      
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    (2)           The
amount of Federal, state and local income taxes that are due on the distribution
of the FICA Amount from the Participant’s LRP Account, which net of its own
Federal, state and local income taxes, is sufficient to enable the Company to
pay the full FICA Amount from the Participant’s LRP Account to the applicable
tax authorities.

    


    The amount calculated pursuant to this
Subsection shall be final and binding on the Participant and shall reduce the
Participant’s LRP Account effective as of each applicable Allocation Date for
which a FICA Amount is 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’ LRP
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.

    



    
      
         


      

      
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    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.

    


    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 LRP 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 LRP 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 LRP Account), the amount
of such withholding will reduce the amount of the Plan distribution (or the
Participant’s LRP 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 (i) in accordance with the requirements of Section
409A, and (ii) to preserve the status of benefits under the Pre-409A Program as
being exempt from Section 409A, i.e., to preserve the
grandfathered status of the Pre-409A Program.  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.

    


    Any claim
or action brought or filed in court or any other tribunal in connection with the
Plan by or on behalf of a Claimant (as defined in Section 7.04) shall only be
brought and filed in the United States District Court for the Western District
of Kentucky.

    


    



    
      
         


      

      
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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 LRP 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 LRP 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 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 LRP Account at the time of the
termination.  If this Plan is terminated (in whole or in part), the
affected Participants’ Vested LRP 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 LRP 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 LRP 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 LRP 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 409A Program
is hereby amended and restated by the Company’s duly authorized officer to be
effective as provided herein.

    


     

      
        
          	 
      	 
      	
                  YUM!
      BRANDS, INC.

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                  By:

                	 
      
	 
      	 
      	 
      	
                      
      Anne Byerlein, Chief People Officer

                
	 
      	 
      	 
      
	 
      	 
      	
                   

                	 
      
	 
      	 
      	Signature
      Date


        

      

    

    


    



    
      
         


      

      
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    APPENDIX

     

    


    This Appendix modifies particular terms
of this Plan document as it may apply to certain groups and
situations.  Except as specifically modified in this Appendix, the
foregoing main provisions of this Plan document shall fully apply in determining
the rights and benefits of Participants.  In the event of a conflict
between this Appendix and the foregoing main provisions of this Plan document,
the Appendix shall govern.

    


    


    



    
      
         


      

      
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    APPENDIX
ARTICLE A – LRP BENEFITS FOR CERTAIN PARTICIPANTS

     

    


    A.01           Scope.

     

    This Article A provides special rules
that relate to certain Participants in the Plan.  This Article A
applies only to the following Class I Appendix Participants and Class II
Appendix Participants listed in subsections (a) and (b) below.

    


    (a)           Class
I.  Class I Appendix Participants are Scott Bergren, Clyde
Leff, Micky Pant, Robert Lauber, Michael Liewen and effective as of May 7, 2007,
Albert Baladi.  Effective as of June 1, 2007, Clyde Leff incurred a
Separation from Service and shall no longer be an active Participant after that
date.

    


    (b)           Class
II.  Effective as of July 1, 2006, Brian Niccol, Angelia
Pelham, Misty Reich, Patrick Grismer, Douglas Hasselo, and William Pearce shall
be Class II Appendix Participants.  Effective as of February 16, 2007,
William Pearce incurred a Separation from Service and shall no longer be an
active Participant after that date.  Effective as of January 1, 2009,
Sandi Karrman shall become a Class II Appendix Participant.

    


    A.02           Allocation
Date for Class I Appendix Participants.

     

    (a)           From and After January 1,
2007.  Beginning from and after January 1, 2007, the Allocation
Date listed in Article II shall apply to each Class I Appendix
Participant.

    


    (b)           Plan Years Prior to January
1, 2007.  Except as provided in Subsection (c) below, for Plan
Years prior to January 1, 2007, the Allocation Date for a Class I Appendix
Participant shall be each anniversary of a Class I Appendix Participant’s date
of hire by his Employer beginning with the first anniversary that is one (1)
year after his date of hire.  A Class I Appendix Participant shall
also have an Allocation Date on his Termination Date.

    


    (c)           Transition Rules for
2006.  For the 2006 Plan Year, each Class I Appendix
Participant shall have two (2) Allocation Dates during the 2006 Plan
Year.  The first Allocation Date shall be as provided in Subsection
(b) above.  The second Allocation Date shall be as of the last
business day of the 2006 Plan Year.  In determining the Employer
Credit amount for each Allocation Date during 2006, the Plan Administrator shall
use the Class I Appendix Participant’s annualized Base Compensation in effect on
each Allocation Date (and shall not prorate the compensation if the Class I
Appendix Participant received an increase in Base Compensation during the
applicable period).  In addition, for the second Allocation Date
(which shall be on the last business day of the 2006 Plan Year) the Class I
Appendix Participant’s Base Compensation that shall be used shall be equal to
the Class I Appendix Participant’s annualized Base Compensation in effect on the
second Allocation Date multiplied by the
Class I Appendix Participant’s fractional Year of Participation earned from the
period beginning from the first Allocation Date and ending on the second
Allocation Date.


    
      
         


      

      
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    A.03           Employer
Credit for Class I Appendix Participants.

     

    (a)           Employer Credit
Percentage.  In lieu of the Employer Credit Percentage under
Section 5.01(b), a Class I Appendix Participant’s Employer Credit Percentage
(and his “Maximum Years of Employer Credits” in Subsection (b)(2)(vi) below)
shall be equal to the following –

    


    
      	
              Class I Appendix Participant

               

            	
              Employer Credit Percentage

            	
              Maximum Years of

              Employer Credits

               

            
	
              Albert
      Baladi

            	
              21.5%

            	
              No
      maximum

            
	
              Scott
      Bergren

            	
              28%

            	
              No
      maximum

            
	
              Clyde
      Leff

            	
              20%

            	
              9

            
	
              Micky
      Pant

            	
              20%

            	
              No
      maximum

            
	
              Robert
      Lauber

            	
              16%

            	
              20

            
	
              Michael
      Liewen

            	
              20%

            	
              12

            


    

    


    The Employer Credit Percentage listed
above shall remain the same during the Class I Appendix Participant’s
participation in the Plan and shall not change due to a change in his employment
level or age.

    


    (b)           Employer Credit
Amount.

    


    (1)           General
Rule.  In lieu of the provisions under Section 5.01(c), a Class
I Appendix Participant’s Employer Credit shall be determined by the Plan
Administrator by converting the Employer Credit Percentage into a dollar amount
by multiplying the Employer Credit Percentage by the Class I Appendix
Participant’s Base Compensation (as modified in paragraph (2) below), thereafter
crediting the resulting product to the Class I Appendix Participant’s LRP
Account.  However, notwithstanding the foregoing, effective from and
after January 1, 2008 the Employer Credit for Scott Bergren, Mickey Pant and
Albert Baladi shall be determined by multiplying their respective Employer
Credit Percentages by their Base Compensation and Bonus Compensation (as
modified in paragraph (2) below), and thereafter crediting the resulting product
to their respective LRP Accounts.  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 Class I Appendix
Participant’s LRP Account effective as of the Allocation Date.  The
calculation of the Employer Credit by the Plan Administrator shall be conclusive
and binding on all Class I Appendix Participants (and their
Beneficiaries).

    


    (2)           Operating
Rules.  The following operating rules shall apply for purposes
of determining a Class I Appendix Participant’s Employer Credit under this
Subsection (b):

    


    (i)           The
Plan Administrator shall use the Class I Appendix Participant’s annualized Base
Compensation in effect on the Allocation Date (and shall not prorate the
compensation if the Class I Appendix Participant received an increase in Base
Compensation during the applicable period).


    
      
         


      

      
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    (ii)           If
a Class I Appendix Participant has less than one (1) Year of Participation
measured from the last Allocation Date for which the Class I Appendix
Participant received an Employer Credit to the current Allocation Date (e.g., as may apply upon the
Class I Appendix Participant’s Termination Date), the Class I Appendix
Participant’s Base Compensation that shall be used shall be equal to the Class I
Appendix Participant’s annualized Base Compensation multiplied by the
Class I Appendix Participant’s fractional Year of Participation for such
period.

    


    (iii)           If
applicable, the transition rules in Section A.02 for the 2006 Plan Year shall
apply.

    


    (iv)           The
rules of Section 5.01(c)(2)(iii) shall apply (i.e., the rules on Employer
Credits during an Authorized Leave of Absence); provided, however, an Employer
Credit for a Class I Appendix Participant shall only be based on his Base
Compensation (or his Base Compensation and Bonus Compensation for Scott Bergren,
Mickey Pant and Albert Baladi).

    


    (v)           Notwithstanding
anything in the Plan or the Appendix to the contrary, a Class I Appendix
Participant shall not receive an Employer Credit using his applicable Bonus
Compensation; provided however this subparagraph shall not apply to Scott
Bergren, Mickey Pant and Albert Baladi.

    


    (vi)           A
Class I Appendix Participant shall not receive an Employer Credit under the Plan
after the Class I Appendix Participant’s LRP Account has been credited with the
“Maximum Years of Employer Credits” listed in the chart in Subsection (a) above
(i.e., after the
applicable number of full Years of Participation as an active Participant in the
Plan).  For this purpose, all of a Class I Appendix Participant’s
Years of Participation shall be counted (including Years of Participation before
a break in service), and fractional Years of Participation shall be aggregated
into full Years of Participation.  However, if a Class I Appendix
Participant has “no maximum” listed in the chart in Subsection (a) above, then
the provisions of this subparagraph shall not apply to such Class I Appendix
Participant.

    


    A.04           Special
Interim Earnings Rate for Class I Appendix Participants.

     

    Notwithstanding Section 2.15(b), the
Earnings Rate for Class I Appendix Participants for the period prior to January
1, 2007 shall be the Earnings Rate provided in Section 2.15(a) (i.e., 6% per
annum).  Beginning from and after January 1, 2007, the Earnings Rate
for Class I Appendix Participants shall be as provided in Section 2.15(b) (i.e., 5% per annum), subject
to adjustment in Section 5.01(d).


    
      
         


      

      
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    A.05           Vesting
for Class I Appendix Participants.

     

    In lieu of Section 5.02(b), a Class I
Appendix Participant’s LRP Account shall become vested and nonforfeitable as
follows:

    


    (a)           For
Scott Bergren, his LRP Account shall become vested and nonforfeitable as
follows:

    


    
      	
              Years of Service

               

            	
              Vested Percentage

            
	
              1

            	
              0%

            
	
              2

            	
              25%

            
	
              3

            	
              50%

            
	
              4

            	
              75%

            
	
              5

            	
              100%

            


    

    


    (b)           For
all Class I Appendix Participants other than Scott Bergren, their LRP Accounts
shall become 100% vested and nonforfeitable after five (5) Years of
Service.

    


    (c)           Effective
January 1, 2008, all Class I Appendix Participants shall become 100% vested in
his LRP Account upon attaining three (3) Years of Service.  For
purposes of Class I Appendix Participants in this Plan as of December 31, 2007,
this paragraph shall apply to all existing LRP Account balances as of January 1,
2008 based on the Class I Appendix Participant’s Years of Service earned both
before and after January 1, 2008.

    


    A.06           Employer
Credit Percentage for Class II Appendix Participants.

     

    Effective from and after January 1,
2008, the Employer Credit Percentage under Section 5.01(b)(1)(ii) (i.e., the percentage schedule
based on levels) shall not apply to a Class II Appendix Participant, but rather
a Class II Appendix Participant’s Employer Credit Percentage shall be replaced
with the following –

    


    
      	
              Class II Appendix Participant Level as
      of

              Allocation Date

               

            	
              Employer Credit
  Percentage

            
	
              Level
      14

            	
              7.0%

            
	
              Level
      15

            	
              8.0%

            
	
              Level
      16

            	
              9.0%

            
	
              Leadership
      Team (LT)

            	
              9.5%

            
	
              Partner
      Counsel (PC)

            	
              11.5%

            


    

    


    The Employer Credit Percentage listed
above shall be used for all Allocation Dates for a Class II Appendix Participant
(a) which occur while the Class II Appendix Participant is earning Years of
Service under the Plan that is prior to a break in service and (b) which is
solely for the period for which Section 5.01(b)(1)(ii) would otherwise apply
(i.e., age 40 or
greater as of the Allocation Date).  The Class II Appendix Participant
shall be assigned the corresponding Employer Credit Percentage for a Plan Year
based upon his level status as of the Allocation Date, regardless of whether the
Class II Appendix Participant was at that level for the entire Plan
Year.  The amount of the Employer Credit shall then be calculated
under the provisions of Section 5.01(c).


    
      
         


      

      
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    A.07           Special
Additional Employer Credit for Specified Class II Appendix
Participants.

     

    Effective
from and after January 1, 2009, the Class II Appendix Participants identified
below shall receive a special additional Employer Credit (the “Special Employer
Credit”) at the “Special Employer Credit Percentage” specified below
–

    


    
      	
              Class II Appendix
    Participant

            	
              Special Employer Credit

              Percentage

            	
              Date Upon Which the

              Special Employer Credit

              (and Related Earnings)

              Becomes Vested

               

            
	
              Brian
      Niccol

            	
              7%

            	
              December
      31, 2014

            
	
              Misty
      Reich

            	
              6.5%

            	
              December
      31, 2012

            
	 
      	 
      	 
      


    

    


    The
Special Employer Credit shall be subject to the following requirements
–

    


    (a)           The
Special Employer Credit is in addition to the Employer Credit to which the Class
II Appendix Participants identified above receive under Section 5.01(b)(1)(i)
(i.e., the 1% Employer
Credit);

    


    (b)           This
Special Employer Credit shall begin on January 1, 2009 and shall be used for all
Allocation Dates for the applicable Class II Appendix Participant which occur
while the applicable Class II Appendix Participant is earning Years of Service
under the Plan;

    


    (c)           The
Special Employer Credit shall terminate as of the date when the Employer Credit
Percentage listed in Section A.06 applies or the Class II Appendix Participant’s
Termination Date (if earlier);

    


    (d)           The
amount of the Special Employer Credit shall be calculated under the provisions
of Section 5.01(c) using the Special Employer Credit Percentage;
and

    


    (e)           In
lieu of Section 5.02(b), the total amount of all the Special Employer Credits
made to the applicable Class II Appendix Participant’s LRP Account pursuant to
this Section A.07 shall become 100% vested and nonforfeitable as of the date
listed in the above table; provided that the applicable Class II Appendix
Participant is an Eligible Executive of an Employer on such vesting
date.


    
      
         


      

      
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    ARTICLE
B – PARTICIPATION BY EXECUTIVES ON INTERNATIONAL ASSIGNMENTS

     

    B.01           Scope.

     

    This Article B supplements the main
portion of the Plan document with respect to any person who qualifies as a
Foreign-Assigned Executive and who is transferred to a Temporary Assignment
outside the United States with a 2009 Foreign Subsidiary, as those terms are
defined in Article II of the Plan.  It is effective as of January 1,
2009 for individuals that are employed by the Yum! Organization on or after that
date, except as provided in Section B.03.

    


    B.02           Eligible
Countries.

     

    (a)           In
general.  For purposes of the definition of Executive under
Article II of the Plan, and subject to any additional requirements that may
apply under subsection (b) below, the following are the countries to which an
individual may be assigned (in connection with a Temporary Assignment that is
referenced in subsection (b) of the Plan’s definition of
Executive):

    


    (1)           Australia,

    


    (2)           Canada,

    


    (3)           China,

    


    (4)           Dubai,

    


    (5)           India,

    


    (6)           Singapore,
or

    


    (7)           United
Kingdom.

    


    (b)           Additional Requirements for
Certain Countries.  The following provisions shall apply to an
individual who is transferred to a Temporary Assignment in one of the following
countries:

    


    (1)           Temporary Assignment in
Australia.

    


    (i)           An
individual who is an executive classification in Australia at a 2009 Foreign
Subsidiary and who is not on an Employer’s United States payroll (as defined in
the main portion of the Plan) shall not be deemed an Executive during his period
of service in Australia.  However, if the individual’s employment in
Australia was a Temporary Assignment and contributions to United States Social
Security were made for such individual during the Temporary Assignment pursuant
to a totalization agreement, then, upon this individual’s return to an executive
classification on an Employer’s United States payroll, the individual shall be
deemed to have been an Executive for the duration of his Temporary Assignment,
and, subject to paragraph (ii) below, the Plan Administrator shall credit such
individual’s LRP Account with Employer Credits and Earnings Credits to the same
extent as would have been credited had the individual been an Executive
throughout the Temporary Assignment.


    
      
         


      

      
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    (ii)           The
LRP Account of a Participant to whom paragraph (i) applies shall be adjusted to
reflect any vested benefits payable to the Participant from a “broad-based
foreign retirement plan” (as defined in Treasury Regulation § 1.409A-1(a)(3))
with respect to his Temporary Assignment in Australia.  If a benefit
is payable to such Participant with respect to his Temporary Assignment under a
plan or arrangement that is not a broad-based foreign retirement plan, the
Participant’s LRP Account shall be reduced only to the extent of the value of
the Participant’s benefit under such other plan as of immediately prior to the
Participant’s return to an executive classification on an Employer’s United
States payroll, and such reduction shall be applied only to the benefit that
accrues immediately upon the Participant’s return.

    


    (2)           Temporary Assignment in
Canada.

    


    (i)           An
individual who is an executive classification in Canada at a 2009 Foreign
Subsidiary and who is not on an Employer’s United States payroll shall not be
deemed an Executive during his period of service in Canada.  However,
if the individual’s employment in Canada was a Temporary Assignment and
contributions to United States Social Security were made for such individual
during the Temporary Assignment pursuant to a totalization agreement, then, upon
this individual’s return to an executive classification on an Employer’s United
States payroll, the individual shall be deemed to have been an Executive for the
duration of his Temporary Assignment, and, subject to paragraph (ii) below, the
Plan Administrator shall credit such individual’s LRP Account with Employer
Credits and Earnings Credits to the same extent as would have been credited had
the individual been an Executive throughout the Temporary
Assignment.

    


    (ii)           The
LRP Account of a Participant to whom paragraph (i) applies  shall be
adjusted to reflect any vested benefits payable to the Participant from a
“broad-based foreign retirement plan” (as defined in Treasury Regulation §
1.409A-1(a)(3)) with respect to his Temporary Assignment in
Canada.  If a benefit is payable to such Participant with respect to
his Temporary Assignment under a plan or arrangement that is not a broad-based
foreign retirement plan, the Participant’s LRP Account shall be reduced only to
the extent of the value of the Participant’s benefit under such other plan as of
immediately prior to the Participant’s return to an executive classification on
an Employer’s United States payroll, and such reduction shall be applied only to
the benefit that accrues immediately upon the Participant’s
return.


    
      
         


      

      
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    (3)           Temporary Assignment in
Singapore.

    


    (i)           An
individual who is in an executive classification in Singapore at a 2009 Foreign
Subsidiary may only be, for a Plan Year, an Executive pursuant to subsection (b)
of the Plan’s definition of Executive, if such individual has been granted Not
Ordinarily Resident status in Singapore (“NOR Status”) for such year, or if he
is eligible to obtain NOR Status for such year.  As of January 1,
2009, an individual is eligible to obtain NOR Status for up to five years
if:

    


    (A)           In
the year his Singapore assignment begins he is a Singapore resident solely for
Singapore income tax purposes, but he was not a resident for income tax purposes
in any of the three prior years; and

    


    (B)           His
income earned from employment in Singapore is at least SGD$160,000.

    


    Notwithstanding
the preceding provisions of this paragraph (1), from and after January 1, 2009,
an individual shall meet the requirements of this paragraph (1) only if he meets
the then-applicable requirements imposed by the laws of Singapore, as amended
from time to time, for favorable tax treatment of the benefits that he accrues
under the Plan in connection with his employment in Singapore.

    


    (ii)           The
LRP Account of a Participant to whom paragraph (i) applies shall be adjusted to
reflect any vested benefits payable to the Participant from a “broad-based
foreign retirement plan” (as defined in Treasury Regulation § 1.409A-1(a)(3))
with respect to his Temporary Assignment in Singapore.

    


    (4)           Temporary Assignment in
India.

    


    (i)           A
person who is in an executive classification in India at a 2009 Foreign
Subsidiary and who is not on an Employer’s United States payroll (as defined in
the main portion of the Plan) shall not be deemed an Executive during his period
of service in India.  However, if the individual’s employment in India
was a Temporary Assignment and contributions were made for such individual to
the Employee’s Provident Fund scheme, the Employee’s Pension scheme and the
Employees’ Deposit Linked Insurance scheme (under the Employees’ Provident Fund
and Miscellaneous Provisions Act of India) during the Temporary Assignment,
then, upon this individual’s return to an executive classification on an
Employer’s United States payroll, the individual shall be deemed to have been an
Executive for the duration of his Temporary Assignment, and, subject to
paragraph (ii) below, the Plan Administrator shall credit such individual’s LRP
Account with Employer Credits and Earnings Credits to the same extent as would
have been credited had the individual been an Executive throughout the Temporary
Assignment.


    
      
         


      

      
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    (ii)           The
LRP Account of a Participant to whom paragraph (i) applies shall be adjusted to
reflect any vested benefits payable to the Participant from a “broad-based
foreign retirement plan” (as defined in Treasury Regulation § 1.409A-1(a)(3))
with respect to his Temporary Assignment in India.  If a benefit is
payable to such Participant with respect to his Temporary Assignment under a
plan or arrangement that is not a broad-based foreign retirement plan, the
Participant’s LRP Account shall be reduced only to the extent of the value of
the Participant’s benefit under such other plan as of immediately prior to the
Participant’s return to an executive classification on an Employer’s United
States payroll, and such reduction shall be applied only to the benefit that
accrues immediately upon the Participant’s return.

    


    (5)           Temporary Assignment in
United Kingdom.  If a Participant transfers to a Temporary
Assignment in the United Kingdom, his LRP Account shall be adjusted to reflect
any vested benefits payable to the Participant from a British “broad-based
foreign retirement plan” (as defined in Treasury Regulation § 1.409A-1(a)(3))
with respect to his Temporary Assignment in the United Kingdom.

    


    B.03           Special
Provisions for Certain July 2008 International Transfers.

     

    (a)           Covered
Individuals.  This Section B.03 applies to an individual who on
or after July 1, 2008, and prior to January 1, 2009, was transferred from a
position with an Employer in the United States classified as below Level 12 to
an assignment with a 2009 Foreign Subsidiary in a position classified as Level
12 or above, and who would have become an Eligible Executive under Section
3.01(a)(iii) as a result of such transfer but for the fact that he ceased to be
on a United States payroll (as defined under the Plan’s definition of Eligible
Executive).

    


    (b)           Participation.  The
Vice President of Global Talent Management, in his sole discretion, may classify
an individual described in subsection (a) above as an Eligible
Executive.  If such individual is classified as an Eligible Executive
pursuant to this subsection, he shall become a Participant effective as of the
date of his transfer to the 2009 Foreign Subsidiary in a position classified as
Level 12 or above.  If such individual becomes a Participant
retroactively under this subsection, the Plan Administrator shall credit his LRP
Account with Employer Credits and Earnings Credits to the same extent as would
have been credited if he had become a Participant on the date of his transfer to
the 2009 Foreign Subsidiary in a position classified as Level 12 or
above.

    


    


    
      53