THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Yum! Brands, Inc. (YUM)

3/30/2006 Proxy Information

During fiscal 2005, affiliates of Harman Management Corporation (“Harman”), as KFC, Taco Bell, Long John Silvers and A&W All American Food franchisees, paid royalties of approximately $15,453,000 and contingent store opening fees of approximately $870,500 to subsidiaries of Yum. The store opening fees are held in escrow and may be returned to Harman if the related new restaurant units are not opened within 18 months of payment and may be returned to the Harman affiliates if the related new restaurant units are not opened. Jackie Trujillo, Chairman Emeritus of the Board of Harman, is a director of Yum. Ms. Trujillo retired from Harman as its Chairman on June 30, 2004.

3/31/2005 Proxy Information

Mr. Pearson is a trustee of the New York University Medical School and became founding Chairman of Yum! Brands, Inc. in January 2001. He served as Chairman of Yum! Brands, Inc. from August 1997 to December 2000 and was Chief Executive Officer from October 1997 to January 2000.

Andrall E. Pearson became Founding Chairman and retired as an employee of Yum on January 1, 2001. As Founding Chairman, Mr. Pearson was asked by the Board to continue contributing in several strategic areas. In addition to receiving the same annual stock grant retainer and receiving the same annual grant of vested options as other non-employee directors, he also receives secretarial support and use of the corporate jet for business purposes (or reimbursement for a leased jet).

Mrs. Trujillo is considered a non-independent outside director because the Board determined that, under the NYSE independence standards, Mrs. Trujillo has a material relationship with Yum by virtue of her employment as Chairman of Harman Management Corporation, one of Yum's largest franchisees.

During fiscal 2004, affiliates of Harman Management Corporation (“Harman”), as KFC franchisees, paid royalties of approximately $12,001,806 and contingent store opening fees of approximately $155,000 to KFC Corporation, a subsidiary of Yum. The store opening fees are held in escrow and may be returned to Harman if the related new restaurant units are not opened within 18 months of payment. In addition, Harman purchased a newly constructed store unit from KFC for $1,200,000 during 2004. Affiliates of Harman, as Taco Bell franchisees and licensees, also paid royalties of approximately $1,398,242 and contingent store opening fees of approximately $40,000 to Taco Bell Corporation, a subsidiary of Yum. The store opening fees are held in escrow and may be returned to the Harman affiliates if the related new restaurant units are not opened. Jackie Trujillo, Chairman Emeritus of the Board of Harman, is a director of Yum. Ms. Trujillo retired from Harman as its Chairman on June 30, 2004.

3/26/2004 Proxy Information

Andrall E. Pearson became founding Chairman of Yum! Brands, Inc. effective January 2001.

Mr. Dimon is Chairman and Chief Executive Officer of Bank One Corporation, a national bank that provides traditional banking services to Yum. Yum's banking relationship with Bank One generated in 2003 annual fees to Bank One of about $800,000 and annual interest payments of about $100,000. These amounts are not expected to change materially in 2004. The Board has determined that these fees and payments do not create a material relationship between Yum and Mr. Dimon or Yum and Bank One, as they represent less than 1/10 of 1% of Bank One's revenues. Bank One Corporation has announced that J.P. Morgan Chase and Co. and Bank One will merge later this year. The merged company will be known as J.P. Moran Chase and Co. ("J. P. Morgan"). After the merger, the Board will evaluate whether Mr. Dimon or J.P Morgan has a material relationship with the Company. At this point, the Board has reviewed the Company's banking relationship with J.P. Morgan Chase and has determined that the Company's current banking relationship with J.P. Morgan Chase after the merger will not create a material relationship between Yum and Mr. Dimon or Yum and J.P. Morgan.

Mr. Ryan is Chairman and Chief Executive Officer of CVS. Yum, through its subsidiary, KFC Realty Properties Inc., leases one piece of real estate from CVS. Annual lease payments made to CVS equal approximately $100,000 and are not expected to increase significantly. The Board determined that these payments do not create a material relationship between Mr. Ryan and Yum or between CVS and Yum as they represent less than 1/10 of 1% of CVS's revenues.

Mr. Ulrich is the Chairman and Chief Executive Officer of Target Corporation. Yum receives, through its Pizza Hut and Taco Bell affiliates, annual royalty payments from Target Corporation of approximately $4 million. The Board determined that these payments do not create a material relationship between Yum and Mr. Ulrich or Yum and Target as the payments represent less than 1/10 of 1% of Target's revenues. These payments are expected to increase in 2004 but are not expected to impact the independence determination.

During fiscal 2003, affiliates of Harman Management Corporation ("Harman"), as KFC franchisees, paid royalties of approximately $11,400,000 and contingent store opening fees of approximately $295,000 to KFC Corporation, a subsidiary of Yum. The store opening fees are held in escrow and may be returned to Harman if the related new restaurant units are not opened within 18 months of payment. Harman also purchased 12 KFC store units for $11,200,000 and took over three development sites from KFC, reimbursing KFC for approximately $1,050,000 for costs incurred. In addition, Harman has agreed to purchase a new store unit under construction from KFC for $1,200,000 during the first quarter of 2004. Affiliates of Harman Management Corporation ("Harman"), as Taco Bell franchisees and licensees, also paid royalties of approximately $1,270,000 and contingent store opening fees of approximately $215,000 to Taco Bell Corporation, a subsidiary of Yum. The store opening fees are held in escrow and may be returned to Harman if the related new restaurant units are not opened. Jackie Trujillo, Chairman of the Board of Harman, is a director of Yum.

Jackie Trujillo is considered a non-independent outside director because the Board determined that, under the NYSE independence standards, Mrs. Trujillo has a material relationship with Yum by virtue of her employment as Chairman of Harman Management Corporation, one of Yum's largest franchisees.

3/27/2003 Proxy Information

During fiscal 2002, affiliates of Harman Management Corporation, as a KFC franchisee, paid royalties of approximately $11,374,735 and contingent store opening fees of approximately $1,575,000 to KFC Corporation, a subsidiary of Yum. The store opening fees are held in escrow and may be returned to Harman Management Company if the related new restaurant units are not opened within 18 months of payment. Jackie Trujillo, Chairman of the Board of Harman Management Corporation, is a director of Yum.

Andrall E. Pearson became founding Chairman and retired as an employee of Yum on January 1, 2001. As Founding Chairman, Mr. Pearson was asked by the Board to continue contributing in several strategic areas. In recognition for this contribution, as well as for his past contribution, we provide Mr. Pearson with the following while he continues to serve as a director through May 2003: $300,000 annual retainer (prorated in 2003), secretarial support, and use of the corporate jet for business and personal travel (or reimbursement for a leased jet). Effective June 1, 2003 and provided Mr. Pearson is reelected as a director, he will be paid the same annual stock grant retainer and receive the same annual grant of vested options as other non-employee directors. He will also receive secretarial support and use of the corporate jet for business purposes (or reimbursement for a leased jet).