Re: Separation Agreement and Release of Claims

Dear David:

This letter agreement (the “Letter Agreement”), effective as of October 13, 2005 (the “Effective Date”), confirms the arrangements relating to your separation for personal family reasons from YUM! Brands, Inc. and its subsidiaries and affiliates (hereinafter referred to collectively as the “Company”). If you decide to accept the separation arrangements described herein by signing this Letter Agreement, you will be entitled to receive no further payments or benefits from the Company, except as specifically set forth in this Letter Agreement.

Your status as a Company employee, including your status as the Chief Operating Officer of YUM! Brands, Inc., shall be as described in this section. On October 17, 2005 (your “Resignation Date”), you submitted a written letter of resignation indicating that you voluntarily resign from the Company effective as of the close of business on Thursday, February 16, 2006 (your “Leave Commencement Date”). The period of time from your Resignation Date through your Leave Commencement Date is referred to as the “Transition Period” in this Letter Agreement. During the Transition Period, you shall continue to be an employee of the Company and the Chief Operating Officer of YUM! Brands, Inc. Your duties during the Transition Period shall be only those duties assigned by either Mr. David C. Novak or Ms. Anne Byerlein. You agree that during the Transition Period, you will devote your best efforts to and for the benefit of the Company in completing those assignments and performing those duties that either Mr. Novak or Ms. Byerlein assigns you.

Beginning on your Leave Commencement Date and continuing through January 1, 2007 (your “Termination Date”), you will be placed on a paid leave of absence during which you will remain available for special projects assigned to you by Mr. Novak or Ms. Byerlein and to respond to reasonable requests for assistance related to matters arising from or related to your employment. The period of time from your Leave Commencement Date through your Termination Date is referred to as the “Paid Leave of Absence Period” in this Letter Agreement. Effective on the Leave Commencement Date, you shall no longer be the Chief Operating Officer of YUM! Brands, Inc. and you no longer (a) will have any duties to perform for the Company, except as otherwise provided in this Letter Agreement; (b) shall represent to third parties that you are authorized to act on the Company’s behalf; (c) will have the authority to act on the Company’s behalf (and thus you will be without authority to bind or create liability on behalf of the Company); and (d) will have the authority to incur any expenses or obligations on behalf of the Company.

During the Transition Period, you will continue to receive a base salary at your current bi-weekly rate of pay of $20,576.92 ($535,000 annually) less applicable federal and state taxes and payroll deductions. If you sign and do not later revoke the Waiver and Release of All Claims and Covenant Not to Sue attached to this Letter Agreement as Attachment II (“Release II”) and subject to the offset provisions set forth in the section entitled Mitigation and Offset , the Company shall continue to pay you your base salary during your Paid Leave of Absence Period. The payments that the Company has agreed to provide you shall be made in installments in accordance with the Company’s regular payroll payment schedule.   As of the Effective Date, you will no longer be entitled to any other payments for salary, except as set forth in this Letter Agreement.

Your bonus for 2005 will be no greater than $385,000. Your entitlement to this bonus and the actual amount of such bonus shall be in the sole discretion of Mr. David C. Novak and the Compensation Committee of the Board of Directors of YUM! Brands, Inc. (the “Compensation Committee”). Such bonus shall be paid on or around July 1, 2006, and in the manner as Mr. Novak and the Compensation Committee shall establish. If Mr. Novak or Ms. Byerlein consent to your employment with another company prior to July 1, 2006, this bonus will be paid to you as soon as practicable following such consent. You will not receive a 2006 bonus.

Vacation . You will receive a lump sum payment for any earned and accrued vacation which you have not used as of your Leave Commencement Date. You shall not accrue any vacation during your Paid Leave of Absence Period.

Personal Benefits (Health, etc.) . In consideration for your signing and not later revoking Release II, you and your dependents will continue to be covered under the Company’s benefits coverages during the Paid Leave of Absence Period (e.g., medical insurance, dental insurance, and vision/hearing insurance except, however, as of your Leave Commencement Date, you will no longer be eligible to receive accident insurance, group life insurance, dependent life insurance, disability insurance and group legal services; to the extent allowed under the policy, you may exercise your right to convert life insurance coverage to an individual policy); provided, however, if you become reemployed with another employer and are eligible to receive medical, and other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plans. As of January 1, 2007, certain benefits will be available to you at group rates pursuant to COBRA. Please contact the Company’s Benefits Department at (888) 372-5313 for details of this and any other rights you may have under the Company’s benefit plans or programs.

Retirement Plan . You will continue to participate in the YUM! Brands Retirement Plan and the Company’s Pension Equalization Plan through your Termination Date. At that time, you will receive a letter which outlines your accrued pension benefits and the options available to you with respect to that benefit. If you have any questions or would like additional information, please contact Dave Morrison at (502) 874-6033.

YUM! Brands 401(k) Plan . If you are currently enrolled in the YUM! Brands 401(k) Plan, you may continue to participate in that plan through your Leave Commencement Date. Thereafter, you may continue to participate in this plan in accordance with its terms, however, you will not be entitled to make any additional contributions. After the Leave Commencement Date, you may take a lump sum or installment distribution of your plan account balance. You will receive more information regarding your options under the 401(k) plan as your Leave Commencement Date approaches. In the meantime, if you have any questions, please contact Mark Rausch at (502) 874-6296.

Executive Income Deferral Program . Any amounts you have deferred under the Executive Income Deferral Program will be paid to you as of your Termination Date in accordance with the terms of your elections under this program. You will not be able to defer any additional amounts under this program after your Leave Commencement Date. The elections you made for distribution are irrevocable.

  Long Term Incentive Plans . Under the YUM! Brands Long Term Incentive Plan, you shall continue to vest in your YUM! Stock Options through the Leave Commencement Date, provided (1) you comply with the requirements in the section entitled Mitigation and Offset below, (2) you perform the tasks assigned to you which will include work that encompasses at least ten (10) hour per week during the Transition Period, (3) you execute and not later revoke the Waiver and Release of All Claims and Covenant Not to Sue attached to this Letter Agreement as Attachment I (“Release I”), and (4) you otherwise comply with your duties and responsibilities to the Company as required under this Letter Agreement. You agree that you will exercise your vested options and sell the underlying shares pursuant to a 10b5-1 plan that you executed in October 2005 which required you to exercise your vested options ratably each month through February 16, 2006. In the event that your 10b5-1 plan is suspended in accordance with the terms of the plan, the Company will extend your Leave Commencement Date until the reason for the suspension of the plan is lifted so that you may exercise any unexercised vested stock options; provided, of course, that you remain actively employed with the Company through the extended Leave Commencement Date. As of your Leave Commencement Date, you shall forfeit all unvested and/or unexercised options.

Company Car and Perquisites . Except as otherwise specified in this Letter Agreement and provided you execute and not later revoke the Release II, you may continue to participate in the Company’s Executive Car Program (the cash option) and other Company perquisites that the Company provides its senior executives through December 31, 2006.

Secretarial Support Services . As of the Leave Commencement Date and as consideration for your signing and not later revoking Release I, you will be provided secretarial support until your Termination Date, which will be limited to document preparation and phone answering services. The type, scope, provider and extent of these services will be in the Company’s sole discretion. Such services can be coordinated through Anne Byerlein.

You shall not be required to seek other employment at any time, whether before or after the Termination Date. However, if you accept any other employment outside of academia on or before July 1, 2006, without the prior written consent of Mr. Novak or Ms. Byerlein, the following provisions apply:

As soon as practicable after the Effective Date, the Company shall provide you a written recommendation in the form written and provided by the Company. The Company shall respond to any verbal reference inquiry consistent with such written recommendation.

Any credit cards issued to you by the Company will be discontinued as of the Leave Commencement Date. You agree that by the Leave Commencement Date, you will return to the Company all Company information and related documents, reports, files (including all data stored in computer memory and/or other storage media), memoranda and records. You further certify that you will return to the Company all portable computers and related equipment; card-key passes; door and file keys; computer access codes; software and all other physical property that you received, prepared or helped prepare in connection with your employment by the Company. You also agree that you will not retain any copies, duplicates, reproductions or excerpts of the above items.

In the course of your employment with the Company, you have received information which is proprietary and confidential. Proprietary and confidential information consists of the Company’s unique plans and strategies, including, but not limited to, those relating to advertising and marketing, promotions, new products, operations, procurement, franchising, new decors, new buildings, unit divestiture, cost saving, new technology, recruiting and staffing, and financing. Thus, while you may engage in similar activities for other companies, including competitors of the Company (except as otherwise restricted pursuant to the section entitled Restrictions on Competition below), and may make use of general knowledge you have acquired in running a similar business, you must be careful not to use the Company’s specific plans or unique learnings. For this purpose, proprietary and confidential information does not include information which is or becomes already known to the persons to whom you would discuss it through no fault of your own. You agree that you will hold and maintain all such information in confidence, and you will not use in any manner whatsoever (other than within the scope of your employment with the Company) or disclose any of such information to any third party except (a) with the prior written consent of the Company, or (b) as legally required after notice by you to the Company of such legally required disclosure.

You agree that as of the Effective Date and continuing through December 31, 2007, you will neither directly nor indirectly:

You agree that the promises you have made in this section are reasonable with respect to their duration and description and with respect to the consideration received.

You agree that you will not make any written or oral remarks which criticize, disparage or injure the reputation of the Company, its management, its employees or its practices.

You agree that in view of your current position with YUM! Brands, Inc. (Chief Operating Officer) and your prior positions with and service to the Company and in exchange for the consideration set forth in this Letter Agreement, beginning on the Effective Date and continuing through December 31, 2007, you shall not, on behalf of yourself or any other person, company, employer, or entity, obtain executive level employment with, consult for, represent, or enter into any relationship with McDonald’s Corporation, Wendy’s Corporation, Burger King Corporation, Papa John's Pizza, Domino's Pizza, Little Caesar's Pizza, Boston Chicken, Boston Market, Chick-Fil-A, Church’s Chicken, Popeye’s Chicken, El Pollo Loco, Del Taco, Taco Bueno, Taco Time, Carl’s Jr., Hardee’s, Jack-in-the-Box, Captain D’s, Sonic Corporation, or any other regional or national quick service restaurant organization that (1) is headquartered in the United States, (2) has more than 10 restaurant units, and (3) operates a Mexican food, chicken, pizza or fish concept. Further, you agree that the restrictions contained herein are reasonable with respect to their duration and scope and necessary for the protection of the Company’s legitimate interests, including its Company assets, confidential information and trade secrets, its client, customer and vendor relationships, and the stability of its work force.

You acknowledge that a breach by you of the terms of the sections entitled Confidentiality , Nonsolicitation , Nondisparagement ,   and/or Restrictions On Competition above, would result in material and irreparable injury to the Company and that it would be difficult or impossible to establish the full monetary value of such damage. If you breach the above-mentioned Restrictions on Competition section, in addition to any other common law or equitable remedies available as liquidated damages, you shall pay the Company (a) one hundred percent (100%) of the YUM! Stock Option gains you realize from your Resignation Date until the date of your breach if you breach such section on or before your Leave Commencement Date; and (b) seventy-five percent (75%) of the YUM! Stock Option gains you realize from your Resignation Date until the date of your breach if you breach such provision after your Leave Commencement Date. In addition to the liquidated damages set forth in the preceding sentence, the Company shall be entitled to injunctive relief in the event of any such breach. Furthermore, you agree that should the Company have to enforce the sections entitled Confidentiality, Nonsolicitation, Nondisparagement, and/or Restrictions on Competition or the terms of the previous section, you will pay the attorneys’ fees and costs and expenses of litigation incurred by the Company to successfully enforce any of those sections. The undertakings contained in this section shall survive the termination of other arrangements set forth in this Letter Agreement.

You agree that you will make yourself reasonably available for interview, deposition, and will agree to appear as a witness at trial or, at the election of the Company, provide a sworn statement for any matters in which the Company is a party and for which you may have any knowledge of any relevant facts. The Company agrees to reimburse you for any out-of-pocket expense you incur as a result of such assistance, including, but not limited to, costs of travel. Nothing in this Letter Agreement shall be construed in any way to limit or otherwise influence the scope or nature of your testimony in any such proceeding or to discourage you in any way from providing testimony which is honest and sincere criticism of any of the Company's policies or practices. You agree not to withhold from the Company any information, whether damaging or favorable, relevant to any such matters.

In the event you die before your Leave Commencement Date, your designated beneficiaries and/or estate, as appropriate, will be entitled to receive all benefits and compensation under the plans and programs outlined herein in which you participate at such time in accordance with the terms and cond