Submit your vote on or before Monday, March 14, 2011.

PROXY AND POWER OF ATTORNEY SOLICITED BY THE BOARD OF DIRECTORS OF YUM! CAPITAL FUNDING CORP.

FOR A PROXY OR WRITTEN CONSENT TO THE ELECTION OF NOMINEES AS DIRECTORS

The undersigned hereby appoints Joanna Caudillo as proxy and attorney-in-fact to vote or execute a written consent on his or her behalf in connection with the election of nominees as members of the board of directors of YUM! Capital Funding Corp., a Delaware corporation (the “Company”), on Thursday, March 31, 2011 at the Annual Meeting of Members to be held at the office of JPMorgan Chase Bank, 712 Main Street, Houston, Texas 77002 at 10:00 AM Central time, or at any adjournment(s) thereof.

Submit your vote on or before Monday, March 14, 2011.

The said proxy and attorney-in-fact is directed to vote or express consent on behalf of the undersigned as follows:

FOR ALL NOMINEES LISTED BELOW , EXCEPT FOR THOSE LISTED HERE:

WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW

Nominees:

Bart Fields, term expiring 2013
Percy Fennell, term expiring 2012
Tom Jorgensen, term expiring 2012
Steve McGue, term expiring 2012
Mark Petersen, term expiring 2013
Brent Stolzenthaler, term expiring 2013

Do you plan on attending the Annual Membership Meeting? Yes No

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THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE CORPORATION