<SUBMISSION>
<ACCESSION-NUMBER>0001041061-04-000292
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20040924
<ITEMS>1.01
<FILING-DATE>20040924
<DATE-OF-FILING-DATE-CHANGE>20040924
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>YUM BRANDS INC
<CIK>0001041061
<ASSIGNED-SIC>5812
<IRS-NUMBER>133951308
<STATE-OF-INCORPORATION>NC
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13163
<FILM-NUMBER>041045208
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1441 GARDINER LANE
<CITY>LOUISVILLE
<STATE>KY
<ZIP>40213
<PHONE>5028748300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1900 COLONEL SANDERS LANE
<CITY>LOUISVILLE
<STATE>KY
<ZIP>40213
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>TRICON GLOBAL RESTAURANTS INC
<DATE-CHANGED>19970627
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GREAT AMERICAN RESTAURANT CO
<DATE-CHANGED>19970618
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8knovakagmt.htm
<DESCRIPTION>FORM 8K NOVAK EMPLOYMENT AGREEMENT
<TEXT>
<HTML>
<head><title>Form 8-K Novak Agreement</title></head>
<BODY>

<HR SIZE=5 NOSHADE><BR><BR>

<p ALIGN=CENTER><b><FONT SIZE=4>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</font></b><BR>
<font size=3>Washington, D.C. 20549</font><BR><BR>
<font size=4><b>FORM 8-K</b><BR><BR>
CURRENT REPORT</FONT><BR><BR>
<font size=3><b>Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934<BR><BR>
Date of Report (Date of earliest event reported)</b><BR>
<b>September 24, 2004</b><BR><BR>
<b>Commission file number 1-13163</b></font><BR></p>

<HR SIZE=1 WIDTH=15% ALIGN=CENTER NOSHADE>

<p align=center><b><FONT SIZE=4>YUM! BRANDS, INC.</font></b><BR>
<font size=3>(Exact name of registrant as specified in its charter)</font><BR>
<BR>

<TABLE>
<TR VALIGN="BOTTOM">
     <TD align=center width=35%>North Carolina</Td>
<td width=40%>&nbsp;</td>
     <Td  align=center width=25%>13-3951308</Td></TR>
<TR VALIGN="TOP">
     <TD align=center><HR Size=1 noshade width=85%></TD>
<td>&nbsp;</td>
     <TD align=center><HR Size=1 noshade width=70%></TD></TR>
<TR VALIGN="TOP">
     <TD align=center>(State or other jurisdiction</TD>
<td>&nbsp;</td>
     <TD align=center>(IRS Employer</TD></TR>
<TR VALIGN="TOP">
     <TD align=center>of incorporation or organization)</TD>
<td>&nbsp;</td>
     <TD align=center>Identification No.)</TD></TR>
</TABLE><BR><BR>

<p align=center>1441 Gardiner Lane, Louisville, Kentucky&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;40213<BR>
(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)</p>

<BR>

<p align=center>Registrant&#146;s telephone number, including area
code:&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;(502) 874-8300</p>

<BR>

<p align=center>Former name or former address, if changed since last report:
&nbsp;&nbsp;N/A</P>

<BR><BR>


<P>Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:</P>

<P>[&nbsp;] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)</P>

<P>[&nbsp;] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)</P>

<P>[&nbsp;] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-
     2(b))</P>

<P>[&nbsp;] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-
     4(c))</P>

<HR SIZE=5 NOSHADE>

<BR><BR>


<p>Section 1 - Registrant's Business and Operations</p>

<P>ITEM 1.01   <U>Entry into a Material Definitive Agreement</U></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September 24, 2004, YUM! Brands, Inc. (the &#147;Company&#148;") entered into
an employment  agreement  (&#147;Agreement&#148;) with its Chairman,
Chief Executive  Officer and President,  David Novak. The following  description
is a brief summary of the material
terms and  conditions  of the  Agreement.  This  summary is not  intended to be
complete  and is  qualified  in its
entirety by the Agreement, which is included as Exhibit 10.24 to this report and
incorporated herein by reference.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Agreement  provides that the Company will
employ Mr. Novak through  October 31, 2007 and provides that
Mr. Novak will  continue as an at-will  employee  after  October 31, 2007 unless
another  employment  agreement is
entered into at or prior to that time.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.  Novak's  compensation  will be set by the
Compensation  Committee  of the  Board of  Directors.  The
Agreement  further  provides terms and conditions under which Mr. Novak would be
compensated (and would be entitled
to  continued  vesting of options)  for the full term of the  Agreement  should
the Board remove him from the Chief
Executive  Officer  position  involuntarily  without cause.  If Mr. Novak
resigns  voluntarily or is terminated for
cause (as defined in the  Agreement),  the Agreement does not provide for any
additional  salary or bonus or other
payments other than what is accrued through his date of termination.</P>

<P>Section 9 - Financial Statements and Exhibits</P>

<P>ITEM 9.01 <U>Financial Statements and Exhibits</U></P>

<blockquote>(c) Exhibits</blockquote>

<blockquote>10.24 Employment Agreement between YUM! and David C. Novak, dated as of September 24, 2004.</blockquote>








<p align=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<p ALIGN=CENTER><FONT SIZE=3>SIGNATURE</FONT></p>

<p align=left>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the  requirements of the
Securities  Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.</p>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">&nbsp;</td>
<TD><U>YUM! BRANDS, INC.</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;(Registrant)<BR>
</TD></TR>
</TABLE>
<BR>
<BR><BR><BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">Date:&nbsp;&nbsp;September 24, 2004</td>
<TD><U>/s/&nbsp;&nbsp;&nbsp;&nbsp;Gregory N.
Moore&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
Senior Vice President and Controller<BR>
(Principal Accounting Officer)
</TD></TR>
</TABLE>
<BR><BR><BR><BR>

<BR><BR><BR><BR><BR>
<HR SIZE=1 NOSHADE><BR><BR><BR>


<p align=right>Exhibit 10.24</p><BR>



<p align=center><B><U>EMPLOYMENT AGREEMENT</u></B></P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AGREEMENT  (&#147;Agreement&#148;),  by
and between YUM!
Brands, Inc., a North Carolina corporation  (&#147;Company&#148;),  and David C.
Novak  (&#147;Executive&#148;),
 the  Chairman of the Board of  Directors,  President  and Chief  Executive
Officer of
the Company,  is effective as of May 20, 2004 (the  &#147;Effective
Date&#148;).  In
 consideration  of the mutual  covenants set forth herein, the Company and the
Executive
hereby agree as follows:</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.       <U>Employment</U>.  The Company
hereby agrees to
employ the Executive,  and the Executive  agrees to serve the Company,  in the
capacities
 described herein during the Period of Employment (as defined in Section 2 of
this
Agreement), in accordance with the terms and conditions of this Agreement.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.       <U>Period of  Employment</U>.  The
term &#147;Period of
 Employment&#148;  shall mean the period  which  commences on the Effective Date
and, unless
earlier terminated pursuant to Section 6, ends on October 31, 2007;  provided,
however,
to the extent  that this  Agreement  is not  modified  to extend the Period of
 Employment  or the  Period of  Employment  is not otherwise  extended by any
other
 written  agreement,  the  Executive&#146;s  employment  will not  terminate at
the end of the
Period of Employment and the Executive  will continue as an at-will  employee
until such
date as either the Company or the Executive shall have terminated such
Executive&#146;s
employment by giving written notice to the other.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.       <U>Duties During the Period of
Employment</u>.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1
<U>Duties</U>.
 During the Period of Employment,  the Executive shall continue to be employed
as the
Chairman of the Board of Directors,  President and Chief  Executive  Officer of
the
Company with overall charge and responsibility  for the business and affairs of
the
Company.  The Executive  shall report  directly to the Company&#146;s Board of
Directors  (the
&#147;Board&#148;) and shall  perform such duties as are  commensurate  with
such  positions and as
the Executive shall otherwise reasonably be directed to perform by the Board.
</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2   <U>Scope
</U>.  During the
Period of  Employment,  and excluding any periods of vacation and sick leave to
which the
Executive is entitled,  the Executive  shall devote  substantially  all of his
business
time and attention to the business and affairs of the Company.  It shall not be
a
violation  of this  Agreement  for the  Executive to (i) serve on corporate,
civic or
charitable  boards or committees,  (ii) deliver  lectures,  fulfill speaking
engagements
or teach occasional  courses or seminars  at  educational  institutions,  or
(iii)
 manage  personal  investments,  so long as such activities  under  clauses
(i),  (ii)
and  (iii) do not  interfere,  in any  substantial  respect,  with the
Executive&#146;s
responsibilities hereunder.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.       <U>Compensation and Other Payments
</U>.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1   <U>Salary
</U>.  During the
Period of  Employment,  the Company  shall pay the  Executive a base salary as
 determined  by the  Compensation  Committee of the Board of  Directors  (the
&#147;Committee&#148;),
 except,  however,  if the Executive is removed from the Chief Executive
Officer
 position during the Period of Employment,  his salary will be paid in
accordance  with
Section 7.2. The  Executive&#146;s  Base Salary shall be paid in accordance
with</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<P>the Company&#146;s executive payroll  practices.  The Base Salary  shall be
reviewed by the  Committee  as
soon as  practicable  after the end of each fiscal year during the Period of
Employment.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2     <U>Annual
Bonus</U>.
 For  each  fiscal  year  of  the  Company,   the  Committee  shall  review  the
Executive&#146;s
performance under this Agreement as part of Executive&#146;s  participation
under the
appropriate bonus plan of the Company as in effect from time to time,  except,
however,
 if the Executive is removed from the Chief  Executive  Officer position by the
Board of
Directors  during the Period of  Employment  and  continues  as an employee of
the
 Company,  his bonus  will,  for the fiscal  year in which he was  removed  and
the
 remainder  of the Period of  Employment,  be paid in accordance  with Section
7.2. The
 Executive  shall be paid his annual bonus no later than other senior
executives of the
Company are paid their annual bonuses.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3    <U>Annual
Long-Term
 Incentives</U>.  The Committee shall grant to the Executive long-term
incentives
compensation  in the form of options with respect to Company  stock,  other
Company stock
based awards or other  non-stock based  long-term  incentives  awards,  with
such grants
to be made at the same time during the calendar year as grants are generally
made to
senior  executives of the Company.  These  long-term  incentives  grants shall
vest in
accordance  with terms set by the  Committee.  And, in  accordance  with the
 performance-basis  applied to all such awards,  the amount of these awards
could vary
based on performance relative to measures  established by the Compensation
Committee of
the Board of Directors.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.       <U>Other  Executive  Benefits</u>.
The Company shall
provide the Executive such other benefits and perquisites of employment as are
generally
 available to senior  executives of the Company and such other benefits and
perquisites
as are approved by the Committee.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.        <U>Termination</U>.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1
<U>Death  or
  Disability</U>.   This  Agreement  and  the  Period  of  Employment   shall
terminate
automatically  upon the  Executive&#146;s  death  and the  obligations  of the
Company  shall
be as set forth in  Section  7.1 hereof.  If the Company  determines  in good
faith that
the  Disability  of the  Executive  has occurred  (pursuant to the definition of
&#147;Disability&#148;  set
forth in the Company&#146;s  short-term and long-term  disability  plans that
are applicable
to other senior  executives of the Company),  it will treat the Executive
consistent
 with how other senior  executives  are treated under the Company&#146;s  short
or long-term
 disability  programs;  except that during the term of any Disability that
occurs prior
to the termination of this Agreement, the Company will not terminate the
Executive&#146;s
employment.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2       <U>By
the  Company
 for Cause</U>.  During the Period of  Employment  after the  Effective  Date,
the Company
may terminate the  Executive&#146;s  employment  for &#147;Cause.&#148; For
purposes of this  Agreement,
 &#147;Cause&#148; shall mean that (i) the Executive  has been  convicted of a
felony  involving
 theft or moral  turpitude,  or (ii) engaged in conduct that constitutes
willful  gross
 neglect or willful  gross  misconduct  with respect to  employment  duties
which
 results in material  economic  harm to the  Company;  provided,  however,  that
for the
 purposes  of  determining  whether  conduct constitutes  willful gross neglect
or gross
 misconduct,  no act on Executive&#146;s part shall be considered
&#147;willful&#148; unless it is done
by the  Executive  in bad faith and  without  reasonable  belief  that the
Executive&#146;s
 action was in the best interests of the Company.  Any act or failure to act
based upon
 authority  given  pursuant to a resolution,  duly adopted by the Board,</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<P>or based upon  advice of counsel for the Company  shall be  conclusively
presumed to be done or
omitted to be done by Executive in good faith and in the interests of the
Company.
 Notwithstanding  the  foregoing,  the Company may not terminate the
Executive&#146;s
 employment for Cause unless (i) a  determination  that Cause exists is made and
approved
by a majority of the Company&#146;s  Board of Directors,  (ii) the Executive is
given at least
thirty (30) days written  notice of the Board meeting called to make such
determination
 (which written notice complies with Section 6.4 of this  Agreement), and (iii)
the
 Executive  and his legal  counsel  are given the  opportunity  to respond to
the  notice
and  address  such meeting.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3
<U>Termination
 by  Executive</U>.  The Executive  may  terminate  this  Agreement for any
reason upon
thirty (30) days written notice to the Company.  If the Executive  terminates
the
Agreement for any reason,  he shall have no liability to the Company or its
subsidiaries
 or affiliates  as a result  thereof and the  obligations  of the Company shall
be as set
forth in Section 7.1 hereof.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4
                 <U>Notice of  Termination</U>.  Any termination by the Company
or by the
Executive under this Agreement  shall be  communicated  by a Notice of
Termination  to
the other party hereto given in accordance  with Section 17.2 of this
Agreement.  For
 purposes of this  Agreement,  a &#147;Notice of  Termination&#148;  means a
written  notice which
(i) indicates the specific  termination  provision in this Agreement  relied
upon,  (ii)
sets forth in reasonable  detail,  if necessary,  the facts and  circumstances
claimed
to provide a basis for termination of the Executive&#146;s  employment  under
the provision so
indicated,  and (iii) if the Date of Termination  (as defined below) is other
than the
date of receipt of such  notice,  specifies  the  termination  date.  The
failure by the
 Executive  or Company to set forth in the Notice of Termination  any fact or
 circumstance  which  contributes to a showing of the basis for  termination
shall not
waive any right of such party  hereunder or preclude such party from  asserting
such
fact or  circumstance  in enforcing his or its rights hereunder.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5       <U>Date
of
 Termination</U>.  &#147;Date  of  Termination&#148;  means  the  date
specified  in the  Notice  of
Termination;  provided,  however,  that if the  Executive&#146;s  employment  is
terminated
 by reason  of death,  the Date of Termination shall be the date of death of the
Executive.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.       <U>Obligations  of the Company  upon
Termination
 or upon  Removal of  Executive  from CEO  Position</U>.  The following
provisions  describe
the obligations of the Company to the Executive  under this Agreement upon
termination
of his  employment as described  below or upon the removal of the Executive by
the Board
of Directors  from the CEO position. However,  except as explicitly  provided in
this
Agreement,  nothing in this Agreement shall limit or otherwise  adversely affect
any
rights which the Executive may have under applicable law, or under any
compensation or
benefit plan,  program, policy or practice of the Company.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1
<U>Termination  by
the Company for Cause,  by the  Executive&#146;s  Voluntary  Resignation  or Due
to Death of
the  Executive</U>.  In the  event  this  Agreement  terminates  by  reason  of
the
 termination  of the  Executive&#146;s Employment  by the Company for Cause,  by
reason of the
 voluntary  resignation  of the  Executive  or due to death of the Executive,
the
 Company  shall pay to the  Executive,  or his estate in the case of death,  all
Accrued
 Obligations  (as defined below) in a lump sum in cash within thirty (30) days
after the
Date of Termination.  &#147;Accrued  Obligations&#148;  shall mean, as of the
Date of  Termination,
 the sum of (A) the  Executive&#146;s  Base Salary through the Date of
Termination to the
extent not theretofore paid, (B) the amount of any bonus,</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<P>  incentive  compensation, deferred  compensation (not including the amounts
described in Section 5 of this
 Agreement,  which will be governed by Section 5) and other cash  compensation
accrued by
the  Executive as of the Date of  Termination  to the extent not  theretofore
paid and
(C) any  vacation  pay, expense  reimbursements  and other cash entitlements
accrued by
the Executive as of the Date of Termination to the extent not  theretofore
paid. The
accrued  amounts under this Section shall not be less than a prorated amount
that
reflects the portion of the fiscal year prior to the Date of Termination.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2   <U>Removal
of the
Executive from CEO Position</U>.  If the Board of Directors,  for whatever
reason other than
by the Company for Cause as  described  in Section  6.2,  determines  that the
Executive
 should no longer serve as Chief Executive  Officer of the Company,  the
Executive will
be, for the remainder of the Period of Employment,  entitled (i) to be employed
by the
 Company on a  part-time  basis for  approximately  25% of his time under the
direction
 of the Chief People  Officer or any other  officer of the Company as agreed to
by the
 Executive and the Company and (ii) to payment of his salary and his target
annual
 bonus at the same salary rate and target bonus rate in effect for the
Executive  prior
to the Board&#146;s  removal of the  Executive  from the Chief  Executive
Officer  position;
 however,  the rate of salary and target  annual  bonus  will not be less than
the rate
in effect as of the date this  Agreement  is  executed.  Executive&#146;s bonus
will be
payable at target only and  prorated  to account for any portion of the fiscal
year for
which the  Executive does not  provide  services  to the  Company or for any
portion of
the fiscal  year prior to his  removal  from the Chief Executive  Officer
position  for
which he received an annual  bonus at a rate higher than  target.  Otherwise,
the bonus
will not be  prorated.  If a  majority  of the Board  determines  that the
Executive  is
failing  materially  to meet the employment  requirements  of his  modified
position
 for the  remainder  of the  Period of  Employment  as  required  and determined
by the
Company in its  reasonable  discretion,  the Executive  must be given notice and
an
opportunity to cure. If a majority of the Board determines that Executive has
failed to
meet the employment  requirements  after an opportunity to cure,  Executive  may
be
 considered  to have  terminated  employment  for  purposes of vesting in and
exercising
 all outstanding  stock  options.  The Company  agrees that the  employment
requirements
 will be  reasonable  and designed to ensure that the  Executive  will  continue
to have
the right to vest in and exercise  all stock  options  outstanding  and
exercisable
 through the Period of  Employment.  To the extent the Company  believes it is
necessary
 for the Executive to work more than 25% of his time in order to ensure that the
 Executive  continues to vest in and exercise his stock options through the
Employment
Period, the Executive will make himself available to work such additional time.
</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3     <U>COBRA
Rights</U>.  No
provision of this Agreement is intended to adversely  affect the
Executive&#146;s rights
under the Consolidated Omnibus Budget Reconciliation Act of 1985.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.
<U>Change  in
 Control</U>.  Notwithstanding  anything  to the  contrary  in this  Agreement,
in the event
the Executive&#146;s  employment is terminated  within two years of a Change in
Control of the
Company (as defined in the agreement between the Executive and the Company
entitled &#147;Severance
 Agreement&#148; dated December 20, 2000 (hereinafter  referred to as the
&#147;Change in Control
 Agreement&#148;))  entitling the  Executive to payments,  benefits and other
rights under the
Change in Control  Agreement,  the  Executive  shall be  entitled  to the
benefits  and
rights  described  in the Change in Control Agreement and will not be entitled
to any
payment, benefits or rights under this Agreement.</P>



<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.       <U>Mitigation</U>.  In no event shall
the  Executive
be obligated  to seek other  employment  or take any other action by way of
mitigation of
the amounts  payable to the Executive  under any of the provisions of this
Agreement.
 Any severance  benefits  payable to the Executive shall not be subject to
reduction for
any  compensation  received from other employment.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.      <U>Confidential  Information</U>.  The
Executive shall hold in a  fiduciary  capacity  for the benefit of the Company
all secret or
confidential  information,  knowledge or data relating to the Company,  or any
of its
 subsidiaries, affiliates and  businesses,  which shall have been obtained by
the
Executive  pursuant to his employment by the Company or any of its  subsidiaries
and
 affiliates  and which shall not have  become  public  knowledge  (other than by
acts by
the Executive or his  representatives  in violation of this Agreement).  After
termination of the Executive&#146;s  employment with the Company,  the Executive
shall not,
 without the prior written consent of the Company,  communicate or divulge any
such
information,  knowledge  or data to anyone  other  than the  Company  and  those
 designated  by it. In no event  shall an asserted  violation  of the
provisions  of
this Section 9 constitute  a basis for  deferring or  withholding  any amounts
otherwise
 payable to the Executive under this Agreement.  In addition,  the Executive
agrees with
respect to any book or other  writing the  Executive  may author,  co-author or
 contribute  to in a meaningful  way that pertains to the Company after his
termination
 of  employment,  that before such book or other  writing is published in final
form the
 Executive will provide a copy to the Company for its review and comment.  In
 particular,  the  Executive  agrees that the book will not disparage Yum or its
employees, officers, directors, shareholders, licensees or franchisees.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1
<U>Non-Compete  and
 Non-Solicitation</U>.  During  the Period of  Employment  and for a period of
two (2) years
immediately thereafter, the Executive covenants and agrees as follows:</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1.1   He shall not,
 without  the prior  written  consent of the  Company,  Participate  (as defined
below)
in the management of any national or international quick service restaurant
organization
 headquartered in the United  States or doing  business in the United States or
Asia,
 including  the  following  entities and each of their subsidiaries or successor
companies:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="50%">
<TR VALIGN=Bottom>
     <TH COLSPAN=2></TH>
     <TH COLSPAN=2></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
        <TD WIDTH="5%" ALIGN="LEFT">-</TD>
     <TD WIDTH="47%" ALIGN="LEFT">McDonald&#146;s Corporation</TD>
        <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Wendy&#146;s Corporation</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Burger King Corporation</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Papa John&#146;s Pizza</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">A.F.C.</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Subway Restaurants</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Popeye&#146;s Chicken &amp; Biscuits</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Domino&#146;s Pizza</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT">&nbsp;</TD>
        <TD ALIGN="LEFT">-</TD>
     <TD ALIGN="LEFT">Little Caesar&#146;s Pizza</TD>
        <TD ALIGN="LEFT">&nbsp;</TD></TR>
</TABLE>
<BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Subsection  10.1.1,
&#147;Participate&#148;  shall
mean: (A) holding a position in which the Executive  directly manages such a
business
entity;  (B) holding a position in which anyone else who directly manages such a
business
 entity is in the  Executive&#146;s  reporting  chain or  chain-of-command,
regardless  of
the number of  reporting levels between them; or (C)</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>



<P> providing  input,  advice, guidance,  or suggestions  in any material
respect  regarding the management of such a
business entity to anyone responsible therefore.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1.2   He shall not
directly or  indirectly  solicit or encourage any employee of the Company who
was an
 employee  of the  Company  as of the  Executive&#146;s  Date of  Termination,
to leave the
 Company  or accept any position with any other entity.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1.3   He shall not
directly or indirectly  contact any  then-exiting  franchisees or vendors of the
Company
for the purpose of soliciting or encouraging such franchisees or vendors to
alter their
 relationship  with the Company in any way that would be adverse to the Company.
</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.      <U>Remedy for  Violation  of Section
10</U>. The Executive  acknowledges  that the  Company  has no  adequate remedy
at law and will be
 irreparably  harmed if the Executive  breaches or threatens to breach the
provisions of
Section 10 of this  Agreement,  and,  therefore,  agrees that the Company  shall
be
entitled to  injunctive  relief to prevent any breach or threatened  breach of
such
Section and that the Company shall be entitled to specific  performance  of the
terms of
such  Section in  addition to any other  legal or  equitable  remedy it may
have.
 Nothing in this  Agreement  shall be construed as  prohibiting  the Company
from
pursuing any other  remedies at law or in equity that it may have or any other
rights
that it may have under any other agreement.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.      <U>Withholding</U>.  Anything in this
Agreement to
the contrary  notwithstanding,  all payments  required to be made by the Company
 hereunder to the Executive  shall be subject to  withholding,  at the time
payments are
actually made to the  Executive  and  received by him, of such  amounts
relating to
taxes as the Company may  reasonably  determine  it should withhold  pursuant to
any
applicable law or regulation.  In lieu of withholding such amounts,  in whole or
in part,
the Company may, in its sole  discretion,  accept other  provision for payment
of taxes
as required by law,  provided that it is satisfied that all requirements of law
as to its
responsibilities to withhold such taxes have been satisfied.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.      <U>Arbitration</U>.  Any dispute or
controversy
 between the Company and the Executive,  whether arising out of or relating to
this
Agreement,  the breach of this Agreement, or otherwise,  shall be settled by
arbitration
 administered by the American  Arbitration  Association (&#147;AAA&#148;) in
accordance with its
Commercial  Arbitration Rules then in effect, and judgment  on the  award
rendered  by
the  arbitrator  may be  entered  in any  court  having  jurisdiction  thereof.
Any
arbitration  shall be held before a single  arbitrator  who shall be selected by
the
mutual  agreement  of the Company and the  Executive,  unless the parties are
unable to
agree to an arbitrator,  in which case, the arbitrator  will be selected under
the
 procedures  of the AAA. The  arbitrator  shall have the authority to award any
remedy or
relief that a court of competent  jurisdiction  could order or grant,
including,
 without  limitation,  the issuance of an injunction.  However, either party
may, without
 inconsistency  with this arbitration  provision,  apply to any court having
 jurisdiction  over such dispute or controversy  and seek interim  provisional,
 injunctive or other  equitable  relief until the  arbitration award is rendered
or the
 controversy  is otherwise  resolved.  Except as necessary in court  proceedings
to
enforce this arbitration provision or an award rendered hereunder,  or to obtain
interim
relief,  neither a party nor an arbitrator may disclose the existence,  content
or
results of any arbitration  hereunder without the prior written consent of the
Company
and the  Executive.  The Company and the Executive  acknowledge  that this
Agreement
 evidences</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<P>a  transaction  involving interstate  commerce.  Notwithstanding  any choice
of law provision included in this Agreement,  the United States Federal
Arbitration  Act
 shall  govern  the  interpretation  and  enforcement  of this  arbitration
provision.
 The  arbitration proceeding  shall be  conducted  in  Louisville,  Kentucky or
such
other  location  to which the  parties  may agree.  The Company shall pay the
costs of
any arbitrator appointed hereunder.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.      <U>Reimbursement  of Legal Expenses
</U>.  In the
event that the Executive is successful,  whether in mediation, arbitration  or
 litigation,  in pursuing any claim or dispute  involving  the  Executive&#146;s
employment
 with the Company, including any claim or dispute  relating to (a) this
Agreement,  (b)
 termination of the  Executive&#146;s  employment with the Company or (c) the
failure or
refusal of the Company to perform  fully in accordance  with the terms  hereof,
the
Company shall promptly reimburse the Executive for all costs and expenses
(including,
 without limitation,  reasonable  attorneys&#146; fees) relating  solely,  or
allocable,  to
such  successful  claim. In any other case, the Executive and the Company shall
each bear
all their own respective costs and attorneys&#146; fees.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.      <U>Successors</U>.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.1  This
Agreement  is
 personal  to the  Executive  and  without  the  prior  written consent of the
Company
 shall not be  assignable  by the  Executive  otherwise  than by will or the
laws of
 descent  and distribution.  This  Agreement  shall  inure to the  benefit  of
and be
 enforceable  by the  Executive&#146;s  heirs and legal representatives.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.2  This
Agreement
 shall  inure to the  benefit  of and be  binding  upon the  Company and its
successors
and assigns.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.3  The
Company  shall
 require  any  successor   (whether   direct  or  indirect,   by purchase,
merger,
 reorganization,  consolidation,  acquisition of property or stock, liquidation,
or
otherwise) to all or a  substantial  portion of its assets,  by agreement  in
form and
 substance  reasonably  satisfactory  to the  Executive, expressly to assume and
agree to
perform this  Agreement in the same manner and to the same extent that the
Company  would
be required to perform this Agreement if no such  succession  had taken place.
 Regardless of whether such an agreement is executed,  this Agreement  shall be
binding
upon any successor of the Company in accordance  with the operation of law and
this
Section 15.3, and such successor shall be deemed the &#147;Company&#148; for
purposes of this
Agreement.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.4 As used in
this
 Agreement,  the  term  &#147;Company&#148;  shall  include  any  successor  to
the  Company&#146;s
 business  and/or assets as aforesaid  which  assumes and agrees to perform this
 Agreement by operation of law, or otherwise.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.       <U>Representations</U>.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.1 The  Company
 represents  and  warrants  that  (i) the  execution  of this  Agreement has
been duly
authorized by the Company,  including  action of the Board and Committee,  (ii)
the
execution,  delivery and performance  of this  Agreement  by the  Company  does
not and
will not violate any law,  regulation,  order,  judgment or decree or any
agreement,
 plan or corporate  governance  document of the Company and (iii) upon the
execution and
delivery of this Agreement by the Executive,  this Agreement shall be the valid
and
binding obligation of the</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>



<P> Company,  enforceable in accordance with its terms, except to
the extent enforceability may be limited by applicable  bankruptcy,  insolvency
or
similar laws affecting the enforcement of creditors&#146;  rights  generally and
by the effect
of general  principles of equity (regardless of whether enforceability is
considered in a
proceeding in equity or at law).</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.2 The
Executive
 represents  and  warrants  to the  Company  that  (i) the  execution, delivery
and
 performance  of this Agreement by the Executive  does not and will not violate
any law,
 regulation,  order, judgment  or  decree  or any  agreement  to which  the
Executive
 is a party or by  which he is bound  and (ii)  upon the execution and delivery
of this
Agreement by the Company,  this Agreement shall be the valid and binding
obligation of
the Executive,  enforceable in accordance  with its terms,  except to the extent
 enforceability  may be limited by applicable bankruptcy,  insolvency or similar
laws
 affecting the  enforcement  of creditors&#146;  rights  generally and by the
effect of
general principles of equity (regardless of whether enforceability is considered
in a
proceeding in equity or at law).</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.       <U>Miscellaneous</U>.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.1 This
Agreement
 shall be  governed  by and  construed  in  accordance  with the laws of the
 Commonwealth  of Kentucky,  without  reference to principles of conflicts of
laws.  The
captions of this Agreement are not part of the  provisions  hereof and shall
have no
force or effect.  This  Agreement may not be amended or modified otherwise  than
by a
 written  agreement  executed  by the  parties  hereto  or  their  respective
successors
 and  legal representatives.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.2 All  notices
and
 other  communications  hereunder  shall be in  writing  and  shall be given by
hand
delivery to the other party, by overnight  courier,  or by registered or
certified  mail,
 return receipt requested, postage prepaid, addressed as follows:</P>

<blockquote><blockquote>If to the Executive:</blockquote></blockquote>

<blockquote><blockquote>David C. Novak<BR>
                           1441 Gardiner Lane<BR>
                           Louisville, KY  40213</blockquote></blockquote>

<blockquote><blockquote>If to the Company:</blockquote></blockquote>

<blockquote><blockquote>YUM! Brands, Inc.<BR>
                           1441 Gardiner Lane<BR>
                           Louisville, KY  40213<BR>
                           Attn:  General Counsel</blockquote></blockquote>

<P>or to such other  address as either of the parties shall have  furnished to
the other in writing in  accordance  herewith.
Notice and communications shall be effective when actually received by the
addressee.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.3     None of
the
provisions of this Agreement shall be deemed to impose a penalty.</P>


<BR><BR><BR>
<P ALIGN=center>&nbsp;</P>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.4 The
invalidity  or
 unenforceability  of any provision of this  Agreement  shall not affect the
validity or
enforceability of any other provision of this Agreement.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.5 Any
party&#146;s  failure
to insist  upon  strict  compliance  with any  provision  hereof shall not be
deemed to
be a waiver of such provision or any other provision hereof.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.6 This
Agreement  and
the parties&#146;  Change in Control and  Indemnification  Agreements supersede
any prior
 employment  agreement or  understandings,  written or oral between the Company
and the
Executive and contain the entire understanding of the Company and the Executive
with
respect to the subject matter hereof.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.7 This
Agreement  may
be executed  simultaneously  in two or more  counterparts,  each of which shall
be deemed
an original, but all of which together shall constitute one and the same
instrument.</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the dates written below.</P>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
<TD WIDTH="45%">&nbsp;</td>
<TD>YUM! BRANDS, INC.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;<BR>
By:&nbsp;
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Anne P. Byerlein<BR><BR>
Date:
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR><BR><BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
DAVID C. NOVAK<BR><BR>
Date:
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD></TR>
</TABLE>
<BR>
<BR><BR><BR>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
</SUBMISSION>
