Exhibit 4.1


 


YUM! BRANDS, INC.


 


OFFICERS’ CERTIFICATE


 


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


 


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


 


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


 


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


 


(i)               TITLES.  The title of the two series of Securities are
(i) the “4.25% Senior Notes due September 15, 2015” (the “Six-Year Notes”)
and (ii) the “5.30% Senior Notes due September 15, 2019” (the “Ten-Year Notes”
and, together with the Six-Year Notes, the “Notes”).


 


(ii)              AGGREGATE
PRINCIPAL AMOUNT.  The aggregate
principal amount of each of the Six-Year Notes and
the Ten-Year Notes which may be authenticated and delivered pursuant to the
Indenture (except for Notes (i) authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5 or 10.3 of the Indenture or (ii) which,
pursuant to Section 2.4 of the Indenture, are deemed never to have been
authenticated and delivered) is initially limited to $250,000,000 and $250,000,000, respectively,
subject, however to the Company’s right to increase such limit upon the
delivery to the Trustee of an Officers’ Certificate specifying a higher amount.


 


(iii)             REGISTERED
SECURITIES IN BOOK-ENTRY FORM.  Each of
the Notes will be issued in book-entry form (“Book-Entry Notes”) and
represented by one or more global notes (the “Global Notes”) in fully
registered form, without coupons.  The
initial Depositary with respect to the Global Notes will be The Depository
Trust Company, New York, New York, as Depositary for the accounts of its
participants.  So long as the Depositary
for a Global Note, or its nominee, is the registered owner of the Global Note,
the Depositary or its nominee, as the case may be, will be considered the sole
owner or holder of the Notes in book-entry form represented by such Global Note
for all purposes under the Indenture. 
Book-Entry 


 

















 


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


 


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


 


(v)              STATED MATURITY.  The principal amounts of the Six-Year Notes and
the Ten-Year Notes will be payable on September 15, 2015 and September 15,
2019, respectively, subject to earlier redemption as set forth in paragraph (viii) below.


 


(vi)             RATE OF INTEREST; INTEREST
PAYMENT DATES; REGULAR RECORD DATES; ACCRUAL OF INTEREST.  The Six-Year Notes and
the Ten-Year Notes will bear interest at the rate of 4.25% and 5.30%, respectively,
per annum.  Interest on the Notes will be
payable semiannually in arrears on March 15 and September 15
of each year (each, an “Interest Payment Date”), commencing on March 15, 2010.   The Regular Record Date for the Notes shall
be March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  The Notes will bear interest from August 25, 2009, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for until the principal thereof is paid or made available for
payment.  Interest payments shall be the
amount of interest accrued from and including the most recent Interest Payment
Date in respect of which interest has been paid or duly provided for (or from
and including August 25, 2009, if no interest has
been paid or duly provided for with respect to such Note), to but excluding the
next succeeding Interest Payment Date.


 


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


 


The
Notes may be presented for exchange and registration of transfer at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York, or at the office of any transfer agent hereafter designated by the
Company for such purpose.  Notices and
demands to or upon the Company in respect of the Notes and the Indenture may be
served at 


 

















 


YUM! Brands, Inc., 1441
Gardiner Lane, Louisville, Kentucky 40213, Attention: Treasurer.


 


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


 


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


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining
term of the applicable series of Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such series of Notes. 
“Quotation Agent” means one of the Reference Treasury Dealers (as
defined herein) who the Company appointed.


 


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


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such Redemption
Date. 


 


“Reference
Treasury Dealer” means each of Goldman, Sachs & Co., Morgan Stanley &
Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., and their respective successors, and, at the Company’s option, additional
Primary Treasury Dealers; 


 

















 


provided, however, that if
any of the foregoing ceases to be a primary U.S. Government securities dealer
in New York City (a “Primary Treasury Dealer”), the Company will substitute
another Primary Treasury Dealer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xii)          SECURITY REGISTER; PAYING
AGENT.  The register of Securities for
the Notes will be initially maintained at the Corporate Trust Office of the
Trustee.  The Company hereby appoints the
Trustee as the initial Paying Agent.


 


(xiii)         FORM.  The Six-Year Notes and
the Ten-Year Notes will be in 


 

















 


substantially the forms set
forth in Exhibits A and B, respectively, attached hereto and may have such
other terms as are provided in such forms.


 


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


 


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


 


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


 


[Signature page follows
on next page.]


 

















 


IN
WITNESS WHEREOF, the undersigned have hereunto signed this Certificate on
behalf of the Company as of this 25th day of August, 2009.


 


 


	
   

  	
  YUM! BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Jerzyk

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Jerzyk

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Investor
  

  Relations and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ted. K. Knopf

  
	
   

  	
   

  	
  Name:

  	
  Ted F. Knopf

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,
  Finance and 

  Corporate Controller

  



 


Signature Page to Officer’s Certificate (Sections 2.1 and
2.3(a) Indenture)


 






 


 


 












 


EXHIBIT A


 


Form of
Six-Year Note


 


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


 


	
  REGISTERED

  	
   

  	
  YUM!
  BRANDS, INC.

  	
   

  	
  REGISTERED

  



 


4.25%
SENIOR NOTE DUE September 15, 2015


 


	
  NO. R-1

  	
   

  	
  Principal
  Amount: $250,000,000

  



 


CUSIP: 988498 AE1


 


YUM! Brands, Inc., a
corporation duly organized and existing under the laws of the State of North
Carolina (herein referred to as the “Company,” which term includes any
successor corporation under the Indenture as hereinafter referred to) for value
received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of TWO HUNDRED AND FIFTY MILLION DOLLARS on September 15,
2015 and to pay interest thereon from August 25, 2009 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for semiannually in arrears on March 15 and September 15, in each
year, commencing on March 15, 2010 at the rate of 4.25% per annum, until
the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined herein), be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date, which shall be March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Except as
otherwise provided in the Indenture, any such interest not punctually paid or
duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”) will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date and may either be paid
to the person in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of Notes not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, all as more


 


A-1

















 


fully provided in said
Indenture.  Payment of the principal and
interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
and at any other office or agency maintained by the Company for such purpose,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the register of
Securities; and provided, further, that
the Holder of this Note shall be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds, if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date.


 


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


 


Unless the certificate of
authentication hereon has been executed by the Trustee or its duly appointed
authenticating agent by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, YUM!
Brands, Inc. has caused this instrument to be signed by the manual
signature of its Chairman of the Board, one of its Vice Chairmen, its President
or one of its Vice Presidents, or the Treasurer or any Assistant Treasurer,
under its corporate seal reproduced thereon attested by its Secretary or one of
its Assistant Secretaries.


 


	
   

  	
   

  	
  YUM! BRANDS, INC.

  
	
   

  	
   

  	
   

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy P. Jerzyk

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,
  Investor Relations

  
	
   

  	
   

  	
   

  	
  and Treasurer

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: Linda Gregg

  	
   

  	
   

  
	
  Title:   Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: August   ,
  2009

  	
   

  	
   

  
						



 


A-2

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


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


 


 


	
  By:

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  



 


A-3

















 


YUM!
BRANDS, INC.


4.25%
SENIOR NOTE DUE September 15, 2015


 


This Note is one of a duly
authorized issue of securities (herein called the “Securities”) of the Company
(which term includes any successor corporation under the Indenture hereinafter
referred to), issued and to be issued pursuant to an Indenture, dated as of May 1,
1998 (herein called the “Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture).  This Note is one of a series designated by
the Company as its 4.25% Senior Notes due September 15, 2015, initially
limited in aggregate principal amount to $250,000,000.


 


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


 


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


 


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


 


Optional Redemption


 


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


 


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


 


A-4

















 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having an actual or interpolated maturity comparable to the remaining term of
the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.  “Quotation Agent” means one of
the Reference Treasury Dealers (as defined herein) who the Company appointed.


 


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


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such Redemption Date.


 


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


 


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


 


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


 


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


 


A-5

















 


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


 


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


 


Change of Control


 


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


 


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


 


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


 


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


 


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


 


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


 


A-6

















 


continuing on the Change of
Control Payment Date an Event of Default, other than a default in the payment
of the Change of Control Payment upon a Change of Control Triggering Event.


 


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


 


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


 


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


 


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


 


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


 


A-7

















 


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


 


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


 


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


 


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


 


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


 


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


 


Other Provisions of the Notes and
the Indenture


 


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


 


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


 


A-8

















 


each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.


 


No reference herein to the
Indenture and no provision of this Note or, subject to the provisions for satisfaction
and discharge in Article Eight of the Indenture, of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.


 


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


 


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


 


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


 


Prior to due presentment of
this Note for registration of transfer, the Company, the


 


A-9

















 


Trustee and any agent of the
Company or the Trustee may treat the person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


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


 


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


 


A-10
















 


ABBREVIATIONS


 


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


 


TEN COM - as tenants in
common


 


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


(Cust.)                   (Minor)


 


TEN ENT - as tenants by the
entireties


 


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


 


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


 






 


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


 


Please Insert Social Security
or Employer


Identification number of
assignee


 


 


         –        –           


 


	
   

  
	
  Please Print or Typewrite Name and Address

  
	
  Including Postal Zip Code of Assignee

  
	
   

  



 


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


 


 


	
  Dated:

  	
   

  	
   

  	
  Signature

  	
   

  



 


 


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


 


A-11

















 


EXHIBIT B


 


Form of Ten-Year Note


 


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


 


	
  REGISTERED

  	
  YUM!
  BRANDS, INC.

  	
  REGISTERED

  



 


5.30% SENIOR NOTE DUE September 15, 2019


 


	
  NO. R-1

  	
   

  	
  Principal Amount: $250,000,000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP: 988498 AF8

  



 


YUM!
Brands, Inc., a corporation duly organized and existing under the laws of
the State of North Carolina (herein referred to as the “Company,” which term
includes any successor corporation under the Indenture as hereinafter referred
to) for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of TWO HUNDRED AND FIFTY MILLION DOLLARS
on September 15, 2019 and to pay interest thereon from August 25,
2009 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for semiannually in arrears on March 15 and September 15,
in each year, commencing on March 15, 2010 at the rate of 5.30% per annum,
until the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined herein), be paid to the person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date, which shall be March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Except as
otherwise provided in the Indenture, any such interest not punctually paid or
duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”) will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date and may either be paid to
the person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of


 


B-1

















 


Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.  Payment of the principal and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, and at any other
office or agency maintained by the Company for such purpose, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the register of Securities; and provided, further, that the Holder of
this Note shall be entitled to receive payments of principal of and interest on
this Note by wire transfer of immediately available funds, if appropriate wire
transfer instructions have been received in writing by the Trustee not less
than 15 days prior to the applicable payment date.


 


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


 


Unless
the certificate of authentication hereon has been executed by the Trustee or
its duly appointed authenticating agent by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.


 


IN
WITNESS WHEREOF, YUM! Brands, Inc. has caused this instrument to be signed
by the manual signature of its Chairman of the Board, one of its Vice Chairmen,
its President or one of its Vice Presidents, or the Treasurer or any Assistant
Treasurer, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.


 


	
   

  	
  YUM! BRANDS, INC.

  
	
  (SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Timothy P. Jerzyk

  
	
   

  	
  Title:

  	
  Senior Vice President,
  Investor Relations and Treasurer

  



 


ATTEST:


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Linda Gregg

  
	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
  August       , 2009

  



 


B-2

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


B-3

















 


YUM! BRANDS, INC.


5.30% SENIOR NOTE DUE September 15, 2019


 


This
Note is one of a duly authorized issue of securities (herein called the “Securities”)
of the Company (which term includes any successor corporation under the
Indenture hereinafter referred to), issued and to be issued pursuant to an
Indenture, dated as of May 1, 1998 (herein called the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as
Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture).  This Note is one
of a series designated by the Company as its 5.30% Senior Notes due September 15,
2019, initially limited in aggregate principal amount to $250,000,000.


 


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


 


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


 


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


 


Optional Redemption


 


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


 


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


 


B-4

















 


“Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the Notes.  “Quotation Agent”
means one of the Reference Treasury Dealers (as defined herein) who the Company
appointed.


 


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


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such Redemption Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


Change of Control


 


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


 


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


 


	
  (1)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

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

  



 


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


 


B-6

















 


the payment of the Change of
Control Payment upon a Change of Control Triggering Event.


 


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


 


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


 


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


 


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


 


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


 


B-7

















 


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


 


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


 


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


 


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


 


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


 


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


 


Other Provisions of the Notes and
the Indenture


 


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


 


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


 


B-8

















 


the consent of the Holders of
a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders
of all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


 


No
reference herein to the Indenture and no provision of this Note or, subject to
the provisions for satisfaction and discharge in Article Eight of the
Indenture, of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.


 


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


 


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


 


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


 


Prior
to due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the person in
whose name this


 


B-9

















 


Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


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


 


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


 


B-10

















 


ABBREVIATIONS


 


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


 


TEN COM - as tenants in
common


 


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


(Cust.)                      (Minor)


 


TEN ENT - as tenants by the
entireties


 


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


 


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


 






 


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


 


Please Insert Social Security
or Employer


Identification number of
assignee


 


 


         –        –           


 


	
   

  
	
  Please Print or Typewrite Name and Address

  
	
  Including Postal Zip Code of Assignee

  
	
   

  



 


 


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


 


	
  Dated:

  	
   

  	
   

  	
  Signature

  	
   

  



 


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


 


B-11