govauditcharter.docVIP

-  PAGE 8 - YUM! Brands,?Inc. Charter of the Audit Committee of the Board of Directors (As Amended and Restated Effective as of March?27, 2009) I. Name There will be a committee of the Board of Directors (the Board) of YUM! Brands,?Inc. (the Company) to be known as the Audit Committee (the Committee). II. Committee Purpose The Committee is appointed by the Board to assist the Board in its oversight of: (A)?the integrity of the financial statements of the Company, (B)?the Companys compliance with legal and regulatory requirements, (C) the Company’s system of internal controls and procedures and disclosure controls and procedures, (D)?the independent auditors qualifications and independence, and (E)?the performance of the Companys internal audit function and independent auditors. The Committee shall have responsibility and authority with respect to the matters set forth in this charter for the Company and its subsidiaries. III. Committee Membership 1. The Committee shall have at least three (3)?members at all times, each of whom shall satisfy the applicable independence, experience and financial expertise/literacy requirements of the New York Stock Exchange (NYSE) and Section?10A of the Securities Exchange Act of 1934, as amended by the SarbanesOxley Act of 2002, and the rules promulgated thereunder. 2. The Board shall appoint the members of the Committee annually, and shall designate the Chairman of the Committee. Each member of the Committee shall serve until the earlier to occur of the date he or she is replaced by the Board, resigns from the Committee or resigns from the Board. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the applicable independence, experience and financial expertise/literacy requirements referred to above. Except as expressly provided in this charter or the by-laws of the Company or the Corporate Governance Guidelines of the