0001041061-08-000092 Sample Contracts

Contract
Credit Agreement • February 25th, 2008 • Yum Brands Inc • Retail-eating places • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 29, 2007, among YUM! BRANDS, INC., YUM! RESTAURANT HOLDINGS, YUM! RESTAURANTS INTERNATIONAL S.à r.L., LLC (U.S. BRANCH), YUM! RESTAURANTS INTERNATIONAL (CANADA) LP, The Lenders Party Hereto and CITIBANK INTERNATIONAL PLC, as Facility Agent CITIBANK, N.A., CANADIAN BRANCH, as Canadian Facility Agent CITIGROUP GLOBAL MARKETS LIMITED, J.P. MORGAN SECURITIES INC., as Lead Arrangers and Bookrunners HSBC BANK USA, N.A., and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH as Co-Arrangers

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Contract
Credit Agreement • February 25th, 2008 • Yum Brands Inc • Retail-eating places • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 29, 2007 among YUM! BRANDS, INC., Subsidiaries of Yum! Brands, Inc. Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent __________________________________________________________ CITIBANK, N.A., as Syndication Agent J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Lead Arrangers and Bookrunners HSBC BANK USA, N.A., THE ROYAL BANK OF SCOTLAND PLC, and WACHOVIA BANK, NATIONAL ASSOCIATION as Documentation Agents

RESTRICTED STOCK UNIT AGREEMENT
1999 Long Term Incentive Plan • February 25th, 2008 • Yum Brands Inc • Retail-eating places • North Carolina

AGREEMENT made as of January 24, 2008, by and between YUM! Brands, Inc., a North Carolina corporation having its principal office at 1441 Gardiner Lane, Louisville, Kentucky 40213 ("YUM!") and the "Participant".

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