SERVICES AGREEMENT

This SERVICES AGREEMENT (this "AGREEMENT") is made as of April 30, 2007 by and between Triarc Companies, Inc., a Delaware corporation ("TRIARC"), and Trian Fund Management, L.P., a Delaware limited partnership ("TRIAN").

WHEREAS, in connection with the restructuring of Triarc, Triarc and Trian desire to enter into this Agreement to set forth the terms and conditions upon which Trian will provide certain ongoing transition services to Triarc as described herein.

NOW, THEREFORE, and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of are hereby acknowledged, the parties hereto agree as follows:

1. TERM. The term of this Agreement shall commence on June 30, 2007 (the "Commencement Date") and shall continue until June 30, 2009 (the "Term") provided that in the event that Triarc wishes to extend the Term, it shall advise Trian no later than ninety (90) days prior to the expiration of the Term, and the parties shall discuss the possible extension of the Term on mutually acceptable terms.

2. SERVICES TO BE PROVIDED. Trian shall provide to Triarc during the Term the services described in this Agreement and such other professional and strategic services as Triarc may reasonably request (collectively, the "SERVICES") on an as-needed basis within a reasonable time after a request for such Services by Triarc. To the extent the Services are required by Triarc, Trian shall make the individuals listed on ANNEX A hereto (or, for the individuals other than Messrs. Peltz and May, replacements approved by Triarc, which approval shall not be unreasonably withheld) available to Triarc and shall ensure that such individuals, if so requested by Triarc, commit an appropriate level of time during the Term consistent with Trian's obligations under this Agreement and provide Triarc with appropriate access to such individuals' skills and expertise as deemed reasonably necessary by Triarc. The Services shall include, without limitation, the following:

(a) MERGERS AND ACQUISITIONS; CORPORATE DEVELOPMENT. Consultation and advice in connection with (i) the evaluation and acquisition of stock or assets of other quick service restaurant businesses or other related or complementary businesses, (ii) the disposition of Triarc's interest in Deerfield & Company LLC, (iii) any other strategic acquisition or disposition transactions that Triarc may evaluate or execute

(b) CAPITAL MARKETS TRANSACTIONS; FINANCE AND INVESTMENT BANKING. Consultation and advice in connection with corporate finance and investment banking related services, including, but not limited to, securitization and capital markets transactions and transactions involving Triarc's outstanding convertible debt, and providing such other financial consultation and advice as may be required from time to

time

(c) LEGAL. Consultation and advice in connection with legal matters, including, without limitation, any reporting obligations of Triarc under the Securities Exchange Act of 1934, as amended, and such other support as Triarc shall consider to be appropriate and necessary to handle such matters.

(d) ACCOUNTING. Consultation and advice in connection with financial presentation and planning and such other matters as are reasonably necessary for Triarc to comply with its financial reporting obligations to third parties, including, without limitation, report preparation, compliance with United States generally accepted accounting principles and the Sarbanes-Oxley Act of 2002, footnote disclosure, compilation and review and consultation and cooperation in connection with the preparation of Triarc's federal, state and local tax returns, tax planning and audits.

(e) INVESTOR RELATIONS AND CORPORATE COMMUNICATIONS. Consultation and advice in connection with investor relations and corporate communications, including, without limitation, Triarc's annual report and press releases and communications with Triarc's stockholders, the media, analysts and the New York Stock Exchange.

(f) INVESTMENTS/RESTAURANT OPERATIONS/DISPOSITIONS. Consultation and advice in connection with Triarc's investment portfolio, the growth of Triarc's restaurant operations and the sale or disposition of assets or liabilities in connection with Triarc's corporate restructuring.

(g) OTHER. Such other consultation and advice as may be reasonably requested by Triarc from time to time.

3. FEES. In consideration of the provision of the Services and unless terminated sooner under the terms of this Agreement, Triarc shall pay to Trian a service fee, payable in quarterly installments commencing July 2007, as follows: (a) $3.0 million per quarter during the first year of the Term; and
(b) $1.75 million per quarter during the second year of the Term. In the event that any of the individuals designated on Annex A fail to satisfy their time commitment to Triarc as provided for herein, and, other than with respect to Messrs. Peltz and May, Trian fails to secure a replacement reasonably acceptable to Triarc, in addition to any other remedies provided to Triarc hereunder, the fees payable pursuant to this Section may, at the election of Triarc (after providing Trian with notice and a reasonable opportunity to cure such failure, to the extent then curable), be reduced for the remainder of the Term by an appropriate amount to reflect the value of such individual's services to Triarc. In the event a reduction in fees is required hereunder, the parties shall negotiate in good faith to arrive at an appropriate reduction under the given facts and circumstances and in the event the parties cannot agree on such reduction, the matter shall be submitted to arbitration in accordance with Section 16.

4. REIMBURSEMENT TO TRIAN OF CERTAIN COSTS. Trian shall be entitled to reimbursement for reasonable and necessary out-of-pocket expenses incurred by Trian in connection with the provisions of Services; PROVIDED THAT Trian shall first notify and seek approval from Triarc prior to incurring any expense in excess of $25,000 during a single calendar quarter.

5. BILLING. Trian shall submit to Triarc from time to time a bill in respect of the out-of-pocket expenses incurred pursuant to Section 4. Invoices will be in such reasonable detail as to identify the out-of-pocket expenses billed and, upon written request by Triarc, Trian shall provide Triarc with copies of the invoices from such third parties for such expenses. Triarc shall pay in cash to Trian the full amount of such approved expenses within 30 days after receipt of such bill from Trian.

6. INSURANCE. For a period of six years commencing as of the Commencement Date, Triarc shall obtain extended reporting or tail coverage on the directors' and officers' liability insurance policy and the employed lawyers professional liability insurance policy maintained by Triarc as of the date hereof for the benefit of those persons who are covered by such policies, respectively, as of the close of business on the date immediately prior to the Commencement Date and who will, commencing on the Commencement Date, provide Services to Triarc under this Agreement (including such individuals who may replace those persons pursuant to Section 3), in each case, on terms and conditions that are, in the aggregate, no less favorable to the insured with respect to claims arising from acts or omissions arising prior to and including the date immediately prior to the Commencement Date than are currently in effect; PROVIDED, that such extended reporting or tail coverage can be obtained and maintained on commercially reasonable terms and at a cost to Triarc not greater than two hundred percent (200%) of the aggregate annual premium for the directors' and officers' liability insurance policy and the employed lawyers professional liability insurance policy, as applicable, maintained by Triarc on the date hereof; provided, FURTHER, that if the annual premiums of such insurance coverage exceed such amount, Triarc shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amount.

7. LIMITATION ON LIABILITY; INDEMNIFICATION.

(a) Trian shall have no liability with respect to, and shall not be obligated to indemnify or hold harmless Triarc, or its affiliates, officers, directors, employees, agents or other representatives from or against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance of the Services; PROVIDED THAT Trian shall indemnify and hold harmless Triarc and its affiliates, officers, directors, employees, agents and other representatives of Triarc from or against any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents. Triarc shall indemnify and hold harmless Trian, its affiliates, officers, directors, employees, agents or other representatives from and against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance of the Services other than any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents.

(b) Notwithstanding the terms of any indemnification agreement between Triarc and those persons who will be providing Services to Triarc under this Agreement once they are employed by Trian (each an "Indemnification Agreement"), each such Indemnification Agreement shall continue in full force and effect with respect to the Services provided hereunder subject to the exclusions set forth in
Section 7(a). The indemnification pursuant to the Indemnification Agreements shall not be deemed exclusive of any other rights to which such persons may be entitled under Triarc's Certificate of Incorporation or By-laws or under any other agreement, contract of insurance, vote of stockholders or disinterested directors, or otherwise, or of the broader power of Triarc to indemnify an agent of Triarc as authorized by Delaware Law.

8. EMPLOYEES DEEMED TO BE CONSULTANTS; NOT EMPLOYEES OF TRIARC. Employees of Trian engaged in performing the Services shall be considered to be providing services to Triarc as its consultants. Under no circumstances shall they be considered to be employees of Triarc or any of its subsidiaries.

9. INDEPENDENT CONTRACTOR. In performing the Services, Trian shall be an independent contractor and neither party hereto shall be deemed to be an agent, partner or co-venturer of the other due to the terms and provisions of this Agreement. For the avoidance of doubt, neither Trian nor any of its employees, partners, officers or agents shall have any right, power or authority to bind Triarc in any manner whatsoever, except at the express instruction of Triarc.

10. CONFIDENTIAL AND PROPRIETARY INFORMATION.

(a) In addition to any confidential and proprietary information that the individuals listed on Annex A heretofore developed, learned or became aware of as employees, directors, officers or stockholders of Triarc (collectively, the "Prior Confidential Information"), Triarc may, in connection with the provision of the Services under this Agreement, provide to Trian or such individuals and confide in any of them additional confidential and proprietary information (collectively, the "Additional Confidential Information"), including without limitation: (i) business methods and systems, techniques and methods of operation developed by Triarc or its affiliates and which Trian recognizes to be unique assets of the business of Triarc and its affiliates; (ii) any research or data of any kind; or (iii) any information relating to strategic plans or the financial condition of Triarc or its affiliates which is not generally known to the public. All the Prior Confidential Information and all the Additional Confidential Information are herein sometimes referred to collectively as "Confidential Information". Neither Trian nor any of the individuals that provide the Services shall, either during or at any time after the Term, directly or indirectly, in any manner utilize or disclose any Confidential Information to any individual, firm, corporation, company, association or other entity without the prior

consent of Triarc (unless legally compelled to do so, but subject to the provisions of Section 10(b)). The term "Confidential Information" does not include information, knowledge or factual data that: (A) becomes part of the public knowledge or literature other than by reason of any inaction or action of Trian or any of the individuals that provide the Services; (B) was disclosed to Trian or any of the individuals that provide the Services without restriction by a third party that is known by Trian or any of the individuals that provide the Services, after reasonable inquiry, to have the right to disclose the same; or (C) was independently developed by Trian or its agents. Trian further covenants and agrees that it will (and will cause the individuals that provide the Services to) promptly deliver to Triarc all tangible evidence or any electronic copies of Confidential Information, prior to or at the end of the Term.

(b) If Trian or any individual that provides the Services becomes legally compelled (by deposition, interrogatory, request for documents, order, subpoena, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body) to disclose any Confidential Information, then Trian will give prompt prior notice of such requirement to Triarc so that Triarc or any of its affiliates may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, and regardless of whether or not compliance with the provisions hereof is waived, then only that portion of the Confidential Information that Trian is advised in writing by counsel is legally required to be disclosed (which counsel shall be reasonably satisfactory to Triarc), will be disclosed by Trian or the individual that provides the Services, and commercially reasonable efforts will be made by Trian to obtain assurance that confidential treatment will be accorded such portion of such Confidential Information; provided, subject to Section 4, Triarc shall, at Trian's option, either advance the third party costs and expenses necessary for Trian to seek to obtain such confidential treatment or promptly reimburse Trian for its out-of-pocket costs and expenses incurred to seek to obtain such assurance of confidential treatment hereunder.

(c) The provisions herein governing Confidential Information shall be separate and in addition to any other agreements or obligations that Trian and its partners, employees, or agents may be subject to regarding the confidential, trade secret and/or proprietary nature of information related to Triarc or its affiliates and the provisions set forth herein shall not in any way supercede or otherwise limit any such other agreements or obligations.

11. ENTIRE AGREEMENT; WAIVERS AND AMENDMENTS. This Agreement sets forth the entire understanding between Trian and Triarc relating to the subject matter hereof. Except as provided herein, this Agreement shall not be modified

or amended, and no provision hereof shall be waived, except by an instrument in writing signed by each of the parties hereto, or in the case of a waiver, by the party hereto against whom such waiver is sought to be enforced.

12. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Triarc (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to an entity that succeeds to all or substantially all of the business or assets of Triarc.

13. NO THIRD PARTY BENEFICIARIES. The persons that will be providing services to Triarc pursuant to this Agreement shall be deemed third party beneficiaries of the provisions set forth in Sections 6 and 7 of this Agreement. Except as provided in the preceding sentence, nothing in this Agreement shall confer any rights upon any person which is not a party or a successor or permitted assignee of a party to this Agreement.

14. TERMINATION. This Agreement may be terminated (a) at any time by the written agreement of the parties hereto, (b) by either party 20 days following written notice to the other party of a material breach of this Agreement by such party, if the defaulting party has not cured the breach within such 20-day period or (c) by Triarc 20 days following written notice to Trian of a breach by any of Trian's principals of any agreements or commitments to Triarc or the failure or inability of Trian to deliver the services of Messrs. Peltz and May provided for hereunder, if such breach or failure has not been cured within such 20-day period.

15. GOVERNING LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

16. ARBITRATION. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, that the parties are not able to resolve after good faith efforts over a period of 15 days shall be settled by a single arbitrator in an arbitration conducted in the Borough of Manhattan, The City of New York, and administered by the American Arbitration Association (the "AAA"). Such arbitration shall be under the Commercial Arbitration Rules of the AAA and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own fees and costs associated with such arbitration.

17. NOTICES. All notices, demands and other communications given to or made by either party to the other in connection with this Agreement shall be given in writing and either personally served on an officer or other authorized representative of the party to which it is given or mailed by registered first class mail, postage prepaid, to the headquarters of such party to the attention of its chief financial officer, with a copy to its general counsel, or to such other address and to the attention of such persons as the party in question may from time to time specify to the other by notice hereunder. All notices shall

be deemed delivered and effective (a) if hand-delivered, upon delivery, (b) if telecopied (with a confirmed receipt thereof), upon delivery or (c) if mailed, three business days after mailing.

18. HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

TRIARC COMPANIES, INC.

By: /s/ Francis T. McCarron
    ---------------------------
    Name:  Francis T. McCarron
    Title: Executive Vice President and
           Chief Financial Officer

TRIAN FUND MANAGEMENT, L.P.

By: Trian Fund Management GP, LLC,
its general partner

By: /s/ Peter W. May
    ---------------------------
    Name:  Peter W. May
    Title: Member

Nelson Peltz
Peter W. May
Edward P. Garden
Brian L. Schorr
Chad Fauser
Joshua Frank
Brian Jacoby
Ken Lande
Jim Maxfield
Eduardo Santos*
Anne A. Tarbell
Greg Essner
David Mosse

And any other persons employed by Triarc who become employees of Trian during the Term.

* Mr. Santos shall be a designated individual hereunder for only so long as he is employed by Trian in the New York metropolitan area and thereafter he shall be deleted from Annex A and Trian shall have no further obligation to replace him and no fee reduction shall be required under Section 3 with respect to his removal hereunder.

AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT

This Amended and Restated Investment Management Agreement ("Agreement") between TCMG-MA, LLC (the "Investor") and TRIAN FUND MANAGEMENT, L.P., a Delaware limited partnership (the "Investment Manager"), is entered into as of the 30th day of April, 2007.

WHEREAS, the Investment Manager serves as (i) the management company for Trian Partners, L.P. (the "US Fund"), Trian Partners, Ltd. (the "Offshore Fund"), Trian Partners Master Fund, L.P. (the "Offshore Master Fund") and Trian Partners Master Fund (Non-ERISA), L.P. (the "Non-ERISA Fund", and collectively, the "Funds"); and (ii) the investment manager of Trian Partners Parallel Fund I, L.P. ("Account I"), Trian Partners Parallel Fund II, L.P. ("Account II") and such other investment vehicles and managed accounts formed to invest substantially in parallel with the Funds, subject to tax and regulatory considerations (collectively, "Parallel Vehicles" and, together with the Funds, the "Other Accounts");

WHEREAS, Mr. Nelson Peltz, Mr. Peter May and Mr. Edward Garden (the "Principals") serve as officers and portfolio managers of the Investment Manager;

WHEREAS, the Investor and the Investment Manager entered into the Investment Management Agreement dated as of November 14, 2005 (the "Original Agreement"), pursuant to which the Investor retained the Investment Manager to act as discretionary investment manager with respect to the Account (as defined below); and

WHEREAS, in connection with the corporate restructuring of Triarc Companies, Inc., the indirect parent company of the Investor, the Investor and the Investment Manager desire to amend and restate the Original Agreement as hereinafter set forth.

In consideration of the mutual covenants contained herein, the parties hereto hereby amend and restate the Original Agreement as follows:

1. The Investor hereby appoints the Investment Manager as its discretionary investment manager with respect to the Account, and the Investment Manager hereby accepts such appointment, pursuant to the provisions of this Agreement. The "Account" shall mean a separate investment account of, and in the name of, the Investor comprised of all of the cash and assets held by the Custodians (as defined below) plus any investments, reinvestments and proceeds of the sale thereof, including without limitation, all dividends and interest on investments, and all appreciation thereof, net of withdrawals therefrom.

2. On December 1, 2005 (the "Contribution Date"), the Investor contributed $75 million to the Account.

3. (a) The Investor acknowledges and agrees that the Account will be invested substantially in parallel with the Other Accounts (subject to legal, tax or regulatory constraints) and that in investing the assets of the Account the Investment Manager will follow an investment strategy ("Investment Strategy") substantially similar to the investment strategy of the U.S. Fund (as previously provided to the Investor).

(b) In furtherance of the foregoing, the Investor acknowledges that the Investment Manager may invest the assets of the Account, on margin or otherwise, in securities and other financial instruments of United States and non-United States entities, including, without limitation: capital stock; preferred stock; shares of beneficial interest; partnership interests and similar financial instruments; bonds, bank debt and other fixed income investments, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; interest rate, currency, commodity, equity and other derivative products (including, without limitation: (i) futures contracts (and options thereon) relating to stock indicies, currencies, United States government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) swaps, options, warrants, repurchase agreements, reverse repurchase agreements, caps collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions); equipment lease certificates; equipment trust certificates; loans; accounts and notes receivable and payable held by trade or other creditors; bankruptcy and trade claims; contract and other claims; executory contracts; participations; mutual funds; money market funds and other cash equivalents; obligations of the United States or any state thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers' acceptances; trust receipts; investments in other physical assets; private equity and debt transactions and other obligations and instruments or evidences of indebtedness of whatever kind or nature, in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable (all such items being called herein a "Security" or "Securities"), and to sell Securities short and cover such sales. The Investor further acknowledges and agrees that the Investment Manager shall not invest more than 40% of the net asset value of the Account in non-U.S. Securities.

(c) The Investor acknowledges that the Account, the U.S. Fund, the Offshore Master Fund, the Non-ERISA Fund and Parallel Vehicles (collectively, the "ROFR Investors") shall have a right of first refusal ("ROFR") with respect to their respective PRO RATA shares (as determined by the Investment Manager) of all investment opportunities presented to the Account or to the Principals that meet the investment objective of the Account; provided, that such right shall not extend to: (i) investments in excess of 50% of the outstanding voting securities of businesses relating to the quick service restaurant industry (as long as (x) Triarc Companies, Inc. ("Triarc") continues to control the outstanding equity interests of businesses in such industry, (y) one or more of the Principals serves as a director of Triarc, and (z) the Principals directly or indirectly own in the aggregate in excess of 10% of Triarc's common equity); (ii) investments presented to members of the Investment Manager's investment team in their individual capacities as directors of corporations or under other similar circumstances where pre-existing fiduciary duties apply; or (iii) investments below $15 million, all of which investments described in clauses (i)-(iii) may, at the option of the Principals, be offered to the Account (provided that the ROFR shall apply to any such investment referred to in clauses (i) and (ii) above that is rejected by such corporation or other fiduciary entity).

4. The Investor acknowledges and agrees that assets of the Account shall be valued for purposes of determining the Performance Fee (as defined below) as follows:

(a) Securities that are listed on a securities exchange shall be valued at their last sales prices on the date of determination on the

primary securities exchange on which such Securities shall have traded on such date (or, in the event that the date of determination is not a date upon which a securities exchange was open for trading, on the last prior date on which such securities exchange was so open not more than 10 days prior to the date of determination). Securities that are not listed on an exchange but are traded over-the-counter shall be valued at the mean between the last "bid" and "asked" price for such security on such date, unless included in the NASDAQ National Market System, in which case they shall be valued based upon their last sales prices (if such prices are available); PROVIDED THAT, if the last sales price of a Security does not fall between the last "bid" and "asked" price for such Security on such date, then the Investment Manager shall value such Security at the mean between the last "bid" and "asked" price for such Security on such date. Securities not denominated in U.S. dollars shall be translated into U.S. dollars at prevailing exchange rates as the Investment Manager may determine in good faith. Assets held in a Segregated Sub-Account (as defined below) will be valued: (i) in the case of investments in Securities that are listed on a securities exchange or traded over-the-counter, in the manner describe above as of the last day of the immediately preceding quarter; and (ii) in the case of all other investments, at cost (any such valuation pursuant to clauses (i) and
(ii) above, a "Value"). Securities that are difficult to value, including illiquid Securities of the type referred to in clause (i) above, will be valued as the Investment Manager may determine in good faith.

(b) All other assets of the Account (except goodwill, which shall not be taken into account) shall be assigned such value as the Investment Manager may determine in good faith.

(c) If the Investment Manager determines in its sole discretion that the valuation of any Securities pursuant to Section 4(a) (other than Securities valued pursuant to clause (ii) thereof) does not fairly represent market value, the Investment Manager may value such Securities as it determines in good faith and shall set forth the basis of such valuation in writing in the Account's records.

(d) All values assigned to Securities and other assets by the Investment Manager pursuant to this Section 4 shall be final and conclusive as to the Investor.

5. The Investor acknowledges and agrees that liabilities of the Account shall be determined using generally accepted accounting principles, as a guideline, applied on a consistent basis; PROVIDED, HOWEVER, that the Investment Manager in its discretion may provide reserves for estimated accrued expenses, liabilities or contingencies, including general reserves for unspecified contingencies (even if such reserves are not in accordance with generally accepted accounting principles).

6. All matters concerning the valuation of Securities and other assets, liabilities, profits and losses of the Account, and accounting procedures, not expressly provided for by the terms of this Agreement, shall be determined by the Investment Manager whose determination shall be final and conclusive as to the Investor.

7. (a) During the period commencing on the Contribution Date and ending on December 31, 2007 (the "Waiver Period"), no management fee shall be due to the Investment Manager in respect of the services provided hereunder by the Investment Manager. Thereafter, the Investor will pay a quarterly

management fee on the first day of each quarter (the "Management Fee") to the Investment Manager of 0.5% of the Investor's beginning Account balance
(including, for this purpose, any Segregated Sub-Account (as defined below))
for the quarter (2.0% per annum). The Investment Manager may change or increase the Management Fees in respect of any contributions made to the Account after the Contribution Date. The portion of the Management Fee determined in respect of any Segregated Sub-Account will be debited against the Account. If, after giving effect to a withdrawal, the Investor would be completely withdrawn from the Account except for one or more Segregated Sub-Account(s), the Management Fee determined in respect of the Segregated Sub-Account(s) will be paid from the management fee reserve (as described below under Section 21(i)). A PRO RATA portion of the quarterly Management Fee will be paid out of any contributions made by the Investor to the Account on any date that does not fall on the first day of a fiscal quarter. Such fee will be paid upon contribution of the funds to the Account. In the case of a withdrawal by the Investor other than as of the last day of a quarter, a PRO RATA portion of the Management Fee (based on the actual number of days remaining in such partial quarter) will be repaid by the Investment Manager to the Investor. For purposes of determining the Management Fee, investments held in Segregated Sub-Accounts will be valued pursuant to the terms set forth above in Section 4.

(b) 100% of all broken deal and 50% of all transaction and advisory fees received by or otherwise payable to the Investment Manager or its Affiliates in connection with the Account's share of an actual or prospective investment will, prior to January 1, 2008, be paid to the Account and, beginning January 1, 2008, be applied to reduce the Management Fees (as reasonably determined by the Investment Manager based on the proportion of the actual or prospective investment therein made or to be made by the Account versus that made by Other Accounts).

8. (a) During the Waiver Period, no performance fee shall be charged to the Investor in respect of the Account. Thereafter, an annual performance fee (the "Performance Fee") equal to 20% of the net unrealized and realized appreciation of the Account (excluding Segregated Investments (as defined below)) during each calendar year (starting immediately after the expiration of the Waiver Period) shall be paid to the Investment Manager after adjustment for any additional capital contributions and/or withdrawals from the Account by the Investor and after reduction for the Management Fees paid by the Investor for such calendar year pursuant to Section 7(a); PROVIDED, that no Performance Fee due in respect of any calendar year shall be paid to the Investment Manager until all net losses of the Account from any prior calendar year have been recouped.

(b) From time to time, the Investment Manager may determine that certain assets in the Account lack a readily assessable market value and/or are intended to be longer term investments and should, therefore, be held until the resolution of a special event or circumstance. Such illiquid and/or longer term investments ("Segregated Investments") may be held in a "Segregated Sub-Account". Segregated Investments may, but are not expected to, comprise more than 25% of the net asset value of the Account. Whenever a Segregated Investment is realized or the Investment Manager determines, at its sole discretion, that such Segregated Investment should no longer be maintained in a Segregated Sub-Account, the Segregated Investment shall be transferred out

of the Segregated Sub-Account and 100% of the unrealized appreciation or depreciation (if any) of such Segregated Investment will be applied to the Account for purposes of calculating the Performance Fee.

(c) Any Performance Fee due the Investment Manager shall be paid within 30 days from December 31 of each calendar year.

(d) Any Performance Fee due in respect of a period that is shorter than one year shall be calculated PRO rata based on the number of days in such period, assuming a 365-day year.

(e) The Investment Manager shall have the right to amend, without the consent of the Investor, this Section 8 so that the Performance Fee therein provided conforms to any applicable requirements of the Securities and Exchange Commission (the "SEC") and other regulatory authorities; PROVIDED, HOWEVER, that no such amendment shall increase the Performance Fee that otherwise would be charged to the Investor.

9. The Investment Manager shall have full discretion and authority, without obtaining any prior approval from the Investor, as the Investor's agent and attorney-in-fact, and at the Investor's expense:

(a) to make all investment decisions in respect of the Account;

(b) to invest the Account in Securities in accordance with the Investment Strategy;

(c) to give instructions to the Custodians relating to investment decisions in respect of the Account;

(d) to complete, execute and return documentation on behalf of the Investor relating to Securities to be bought or sold for the Investor pursuant to this Agreement including any proxy solicitation or related materials distributed by the issuer of any Security held in the Account; and

(e) in furtherance of the foregoing, to do anything that the Investment Manager shall deem requisite, appropriate or advisable in connection therewith, including, without limitation, the selection of such brokers, dealers and others as the Investment Manager shall determine.

10. The Investment Manager is not authorized to take custody or possession of any cash or Securities constituting a part of the Account. The Investor shall appoint Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated or any of their now or hereafter existing affiliated entities as a custodian (each a "Custodian" and together the "Custodians") for the assets of the Account. All trades shall be executed in the name of "TCMG-MA, LLC" and deposited with the Custodians. The Investment Manager shall have no responsibility or liability with respect to the acts, omissions or other conduct of the Custodians.

11. The Investor shall provide such certificates, limited powers of attorney or other documentation reasonably requested by the Custodians or any

purchase and sale of Securities in connection with the performance of the Investment Manager's duties hereunder.

12. The Investor hereby irrevocably constitutes and appoints the Investment Manager as its agent and attorney-in-fact to, in its discretion, vote, tender, exercise or convert any Securities in the Account and to execute proxies, waivers, consents and other instruments with respect to the foregoing; and to endorse, transfer or deliver such Securities and to participate in or consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such Securities (collectively, the "Discretionary Acts"). The Investment Manager shall not incur any liability to the Investor by reason of any exercise of, or failure to exercise, discretion with respect to the Discretionary Acts. The Investment Manager will exercise its discretion with respect to the Discretionary Acts and take such action with respect to the Discretionary Acts as it determines in good faith to be in the best interest of the Investor. The Investor agrees to
(i) provide such documentation and (ii) take such necessary action, as may be requested by the Investment Manager, in order to facilitate the performance of the Discretionary Acts.

13. (a) The Investment Manager hereby confirms that Messrs. Peltz and May and/or entities (other than the Investor) controlled by them have invested at least $75 million in aggregate in the U.S. Fund and the Parallel Vehicles.

(b) The Investor represents, warrants and agrees that:

(i) The retention of the Investment Manager by the Investor as investment manager with respect to the investment of all assets held in the Account is authorized by the Limited Liability Company Agreement of the Investor.

(ii) The execution, delivery and performance of this Agreement does not violate any obligation by which the Investor or its property is bound, whether arising by contract, operation of law or otherwise.

(iii) This Agreement has been duly authorized by appropriate action and when executed and delivered will be a legal, valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity), and the Investor will deliver to the Investment Manager such evidence of such authority as the Investment Manager may reasonably require, whether by way of a certified resolution or otherwise.

(iv) The Investor is an "accredited investor" as that term is defined in Rule 501(a) of the Securities Act of 1933, as amended, a "qualified purchaser" as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and a "qualified client" as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended.

(v) The foregoing representations and warranties shall continue during the term of this Agreement, and if at any time during the term of this Agreement any event has occurred that would make any of the foregoing

representations and warranties untrue or inaccurate in any material respect, the Investor will promptly notify the Investment Manager of such event and inform the Investment Manager of the representations and warranties that are no longer true.

14. (a) The Investor understands that the Investment Manager will perform investment advisory services for other investment vehicles and accounts, including the Other Accounts. Nothing in this Agreement shall be deemed to impose upon the Investment Manager any obligation to purchase or sell for the Account any Security that the Investment Manager, its principals, affiliates or employees may purchase or sell for its or their own accounts or for the account of any other client, if in the sole discretion of the Investment Manager, such transaction or investment appears unsuitable, impractical or undesirable for the Account. Furthermore, the Investor acknowledges that the portfolios, as well as the performance, of the Account and the Other Accounts will differ as a result of differing capital flows
(I.E., differences in the amount and timing of contributions and withdrawals) as well as because of different tax and regulatory considerations.

(b) The Investor acknowledges that other clients of the Investment Manager and clients of the Investment Manager's affiliates, and affiliates, officers, directors, and employees of any of them may have an interest in a security whose purchase or sale is recommended or that is purchased, sold or otherwise traded by the Investment Manager on behalf of the Investor. Accordingly, the Investor agrees that the Investment Manager may engage in transactions on behalf of the Investor that may be inconsistent with transactions recommended to, or engaged in by the Investment Manager on behalf of other clients of the Investment Manager or clients of the Investment Manager's affiliates, or transactions engaged in by the affiliates, officers, directors or employees of any of them.

(c) The Investor acknowledges and agrees that the Investment Manager may cause the Account, either alone or together with other members of a group (including the U.S. Fund, the Offshore Master Fund, the Non-ERISA Fund and any Parallel Vehicles), to acquire a "control" position in the Securities of a company in which the Account is invested, and may secure the appointment of persons selected by the Investment Manager or other members of the group to such company's management team or board of directors. In so doing, the Investor acknowledges and agrees that the Investment Manager may acquire fiduciary duties to such company and to the other shareholders of such company; and that these fiduciary duties may compel the Investment Manager to take actions that, while in the best interests of such company and/or its shareholders, may not be in the best interests of the Investor. Accordingly, the Investor acknowledges and agrees that the Investment Manager may have a conflict of interest between the fiduciary duties (if any) that it owes to such companies and their shareholders, on the one hand, and those that it owes to the Investor, on the other hand.

15. The Investor agrees that the Investment Manager shall not be under any duty with regard to any assets, securities, funds or other property held by the Investor that are not part of the Account.

16. Subject to the Investment Manager's right to comply with any demand or requirements of any legal, regulatory or taxing authority having jurisdiction over the Investment Manager, the Investment Manager shall treat as

confidential all information pertaining to the Account and the Investor shall treat the advice of the Investment Manager and its other actions in respect thereof in the same manner.

17. Until further written notice from the Investor to the Investment Manager, the individuals whose names and specimen signatures are designated to the Investment Manager in writing shall be the only persons authorized to direct the Investment Manager. Any such written notice must contain the names and specimen signatures of the individuals who are authorized to act on behalf of the Investor and must be signed by one of the persons previously designated to the Investment Manager as an authorized person. Any instructions from the Investor or any such authorized individuals shall be made in writing, or orally and confirmed in writing as soon as practicable thereafter. The Investment Manager shall be entitled to rely upon any notice, designation, instruction, direction, request or other communication given it hereunder (whether given in writing by letter, fax, email, order or other document, or orally by telephone or in person) without being required to determine the authenticity or correctness thereof, provided the Investment Manager believes such notice, designation, instruction, direction, request or other communication to be genuine or given by a person duly authorized.

18. Instructions of the Investment Manager to the Investor shall be made in writing, or orally and confirmed in writing as soon as practicable thereafter. The Investment Manager shall instruct all brokers or dealers executing orders on behalf of the Account to forward to the Investor copies of all brokerage or dealer confirmations promptly in written or electronic form after execution of all transactions.

19. The Investment Manager cannot and does not insure any increase in the value of the Account. Additionally, the Investor acknowledges that none of the Investment Manager, its affiliates, and any of their respective shareholders, members, partners, directors, officers and employees (each, an "Indemnified Party" and collectively, the "Indemnified Parties") shall be liable to the Investor for (i) any acts or omissions arising out of, related to or in connection with the Account or any entity in which it has an interest, any transaction or activity relating to the Account or any entity in which it has an interest, any investment or proposed investment made or held, or to be made or held by the Account, or this Agreement or any similar matter, unless such action or inaction was made in bad faith or constitutes fraud, willful misconduct or gross negligence or (ii) any act or omission of any broker or agent of any Indemnified Party, PROVIDED that the selection, engagement or retention of such broker or agent was not made by the Indemnified Party seeking exculpation in bad faith and does not constitute fraud, willful misconduct or gross negligence of the Indemnified Party seeking exculpation. Each of the Indemnified Parties may consult with counsel and accountants in respect of the Account's affairs and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such counsel or accountants, PROVIDED that their selection of such counsel or accountants was not made in bad faith and does not constitute fraud, willful misconduct or gross negligence of the Indemnified Party seeking exculpation.

20. The Investor acknowledges that to the fullest extent permitted by law, the Investor shall indemnify and hold harmless, solely from the Account's assets, each Indemnified Party from and against any loss, cost or expense suffered or sustained by an Indemnified Party by reason of (i) any acts, omissions or alleged acts or omissions arising out of or in connection with the Account, or any entity in which it has an interest, any investment or

proposed investment made or held, or to be made or held by the Account, or this Agreement or any similar matter (collectively, "Covered Acts"), including, without limitation, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim, PROVIDED that such acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim are based were not made in bad faith or did not constitute fraud, willful misconduct or gross negligence by the Indemnified Party seeking indemnification, or (ii) any acts or omissions, or alleged acts or omissions, of any broker or agent of any Indemnified Party (collectively, "Covered Broker Acts"), PROVIDED that the selection, engagement or retention of such broker was not made by the Indemnified Party seeking indemnification in bad faith and does not constitute fraud, willful misconduct or gross negligence of the Indemnified Party seeking indemnification. The Account shall advance to any Indemnified Party reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any action or proceeding that arises out of any Covered Act or any Covered Broker Act, whether or not the provisos of (i) or (ii) apply. In the event that such an advance is made by the Investor, the Indemnified Party shall agree to reimburse the Investor for such fees, costs and expenses to the extent that it shall be finally determined by non-appealable order of a court of competent jurisdiction that it was not entitled to indemnification. In no event shall the Investor have any liability under this Section 20 in excess of the assets in the Account.

21. (a) The Investor understands that during the period commencing on the date hereof and ending on December 31, 2010 (the "Lock-up Period"), the Investor shall not withdraw any capital from the Account, except as expressly permitted by this Agreement. Subject to the provisions set forth below, upon the conclusion of the Lock-up Period, the Investor shall have the right, as of December 31 of any year (commencing with December 31, 2010) (each, a "Withdrawal Date"), upon written notice to the Investment Manager delivered at least 90 days prior to such Withdrawal Date, to withdraw from the account some or all of the capital in the Account as of the date of this Agreement. Subject to the provisions set forth below, after the 36-month anniversary of any additional contributions of capital to the Account, the Investor shall have the right, as of the next Withdrawal Date, upon written notice to the Investment Manager delivered at least 90 days prior to such Withdrawal Date, to withdraw some or all of such additional capital from the Account. Withdrawal requests will be irrevocable by the Investor upon receipt by the Investment Manager, but such irrevocability may be waived by the Investment Manager at its sole discretion.

(b) (i) A "Triggering Withdrawal" means any direct or indirect withdrawal by an Affiliated Investor (as defined below), including the Investor, during the Waiver Period (other than a withdrawal of an incentive allocation from the U.S. Fund, the Offshore Master Fund or the Non-ERISA Fund) that would cause the aggregate amounts invested by the Affiliated Investors (including the value of their PRO RATA share in any segregated investment or sub-accounts) in the Funds, the Account and any Parallel Vehicles to be below an amount equal to the Affiliated Investment (as defined below) reduced by any losses thereon.

(ii) A "Trigger Withdrawal Date" shall mean a day at the end of the fiscal quarter on which the Non-Affiliated Investors (as defined below) may be eligible to withdraw or redeem certain specified amounts from their

investments in the Funds following a Triggering Withdrawal, as set forth in a written notice from the Investment Manager or its affiliates to the Non-Affiliated Investors.

(iii) "Affiliate" shall mean, with respect to any Person, any Person controlling, controlled by or under common control with, such Person. "Person" shall mean any individual, partnership, limited liability company, corporation, trust or other entity.

(iv) "Affiliated Investors" shall mean the Principals, the general partner of the U.S. Fund and/or their respective Affiliates. "Non-Affiliated Investors" shall mean investors not affiliated with the Principals, the general partner of the U.S. Fund and/or their respective Affiliates.

(v) "Affiliated Investment" shall mean aggregate investments by the Affiliated Investors in the U.S. Fund, the Offshore Master Fund, the Non-ERISA Fund, Account I, the Account and/or any Parallel Vehicles equal to the lesser of (x) 10% of the aggregate capital commitments of all Non-Affiliated Investors in the U.S. Fund, the Non-ERISA Fund and the Offshore Fund committed on the initial closing of such Funds, and (y) $200 million.

(c) Payment of any withdrawal proceeds shall be made in cash (or in kind if the Investment Manager reasonably determines that cash payments are impractical) within 30 days of the withdrawal date; PROVIDED, however, that if the Investor elects to withdraw 90% or more of the net asset value of the Account (excluding for this purpose the Segregated Sub-Account), the Investor shall receive an amount equal to at least 90% of its estimated withdrawal proceeds (excluding its PRO RATA share in any Segregated Sub-Account and computed on the basis of unaudited data as of the withdrawal date) within 30 days after the withdrawal date and the balance of the withdrawal shall be paid (subject to audit adjustments) within 30 days after completion of the audit of the Account for the year in which such withdrawal occurs. No interest will be paid on any balance due after a withdrawal date. The Investor will retain its interest in any Segregated Sub-Account until there is a realization of the investment in such account or the Investment Manager determines that the investment should no longer be maintained in the Segregated Sub-Account. Upon such realization or determination, the investment or its proceeds will be distributed to the Investor (net of any accrued Performance Fees with respect to the Segregated Sub-Account) within 60 days of the end of the accounting period in which such event occurs.

(d) In the event that the aggregate withdrawal requests (other than pursuant to Section 21(e)) made by the Investor and investors in the Other Accounts for any Withdrawal Date exceed 20% of the total net asset value of all such accounts as of such date (excluding the value of any segregated investments), the Investment Manager may, in its sole discretion,
(i) satisfy the Investor's withdrawal request or (ii) reduce the Investor's withdrawal request so that only 20% (such limitation, the "Gate") (or more, at the sole discretion of the Investment Manager) of the net asset value of the Account (excluding the value of any Segregated Investments) is withdrawn on such withdrawal date. A withdrawal request that is not satisfied in full as of the intended Withdrawal Date because of the foregoing restrictions will be fully satisfied at the immediately following Withdrawal Date (subject to the suspension provisions described in Section 21(g)). Until the Withdrawal Date as of which a withdrawal becomes effective, the Account will remain at risk.

Notwithstanding the foregoing, the Investment Manager agrees that it will not provide investors in Other Accounts with any relief from the "gate" restriction applicable to such investors unless the Investment Manager provides the same relief to the Account.

(e) The Investor shall have the right to withdraw assets from the Account (without being subject to the Gate) if both Nelson Peltz and Peter W. May: (i) die; (ii) are unable, by reason of illness or injury, to perform their duties as officers of the Investment Manager for 90 consecutive days; or (iii) for any reason other than death, illness or injury, cease to perform their duties as officers of the Investment Manager. Upon the occurrence of such an event, the Investment Manager will promptly notify the Investor. During the 90-day period following notice of such an event (the "Suspension Period"), no withdrawals shall be made. Upon the receipt of at least 30 days' written notice prior to the end of the Suspension Period, the Investor may withdraw assets from the Account as of the last day of the first full month after the expiration of such Suspension Period (without being subject to the Gate). Upon exercise of such special withdrawal right, the Investor will be paid 90% of its estimated withdrawal request (determined as of the end of such calendar month), such amount to be paid promptly following the end of such calendar month. The balance of the Investor's withdrawal request will be paid (subject to audit adjustments) to the Investor within 30 days after completion of a special audit of the Account as of the end of such calendar month.

(f) The Investment Manager may, in its sole discretion, require the Investor to withdraw all or any part of the assets from the Account at any time, for any reason or no reason, upon 5 days' prior written notice. The Investment Manager also may require the Investor to withdraw all of the assets from the Account immediately in the event that the Investment Manager, in its sole discretion, determines that any representations or warranties made by the Investor under Section 13(b) are no longer true.

(g) The Investment Manager may suspend withdrawal rights, in whole or in part: (i) during any period when any stock exchange or over-the-counter market on which the Account's investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (ii) during the existence of any state of affairs as a result of which, in the opinion of the Investment Manager, disposal of the Account's investments would not be reasonably practicable; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Account's assets or liabilities, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Account cannot reasonably be promptly and accurately ascertained; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Investment Manager, be effected at normal rates of exchange; or (v) where such withdrawal would impede a pending tender offer, proxy contest, shareholder vote or other hostile action with respect to an issuer. Upon the determination by the Investment Manager that any of the above-mentioned conditions no longer applies, withdrawal rights shall be promptly reinstated, and any pending withdrawal requests shall be honored as of the end of the fiscal quarter following such determination.

(h) The Investment Manager may waive notice requirements and require or permit withdrawals under such other circumstances as it approves.

(i) Notwithstanding anything to the contrary herein, if, after giving effect to a withdrawal, the Investor would be completely withdrawn from the Account except for its interest in one or more Segregated Sub-Account(s), the Investment Manager may determine to reserve or hold back an amount deemed by the Investment Manager, in its reasonable discretion, sufficient to cover any Management Fees with respect to the Segregated Investment(s) relating to such Segregated Sub-Account(s), taking into account the expected period of time such Segregated Investment(s) will remain outstanding (the "management fee reserve"). The management fee reserve may be invested in U.S. Treasury bills, money market funds or any other investment deemed appropriate by the Investment Manager for the benefit of the Investor. Upon the realization of a Segregated Investment or the determination by the Investment Manager that an investment should no longer be maintained in a Segregated Sub-Account, the Investor's interest in the investment will be distributed to the Investor (net of a Performance Fee, if any, with respect to such Segregated Investment to be paid to the Investment Manager), together with the remainder, if any, of any management fee reserve (and any amount earned thereon) that is not designated by the Investment Manager to cover any Management Fee expected to be due with respect to any other Segregated Investment, within 60 days of the end of the accounting period in which such event occurs.

In the event the management fee reserve is insufficient to pay for the Management Fees with respect to the Investor's interest in Segregated Investment(s), the Investment Manager may send an annual statement to the Investor providing for the payment of the Management Fees with respect to the Investor's interest in Segregated Investment(s) to the Investment Manager. The Management Fees will be due within 15 business days of receiving such notice. If the full amount of the Management Fees due and owing is not paid, the Investment Manager may, at its sole discretion, and in addition to any other rights it may have, reduce the amount of any subsequent withdrawal proceeds paid to the Investor by an amount equal to any unpaid Management Fees.

22. The Investment Manager agrees that if any more favorable liquidity or fee terms than those provided to Investor are or have been given by any of the Funds to any investor (excluding officers, employees and affiliates of the Investment Manager, their family members, and entities formed by or for the benefit of one or more such persons) in the Funds, which investor together with its successors, affiliates, and any accounts or investment vehicles sponsored, managed, advised or sub-advised by such investor (and its affiliates and successors) has an aggregate investment in the Funds equal to or smaller than the aggregate amount in the Account (such investor, a "Relevant Investor"), then (i) the Investment Manager will promptly notify the Investor in writing of such more favorable liquidity or fee terms (without disclosing the identity of the Relevant Investor), and (ii) the more favorable liquidity or fee terms shall be effective retroactively with respect to the Investor to the date on which such terms were granted to the Relevant Investor. Notwithstanding anything herein to the contrary, the rights in favor of the Investor pursuant to this Section 22 are conditioned upon and shall be applicable only to the extent that the Investor has invested and retained an aggregate investment of not less than $50 million in the Account.

23. The Investment Manager agrees to provide the Investor monthly position and activity reports in sufficient detail to allow the Investor and/or its affiliates to record, value and confirm the activity that took place within

the Account during the prior month in the financial statements of the Investor and/or its affiliates. The Investment Manager agrees to (i) establish and implement all accounting, financial reporting and bookkeeping policies and procedures and prepare and deliver to the Investor and/or its affiliates all tax, accounting, financial and other information, in such form and manner and at such times as the Investor and/or its affiliates may request, to enable the Investor and/or its affiliates to satisfy their tax, accounting, financial reporting, bookkeeping and other obligations under applicable laws, rules and regulations (including those under accounting principles generally accepted in the United States of America, and those of the SEC, any stock exchange or other self-regulatory organization) and its obligations under the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii) use all reasonable efforts to provide to the Investor, its affiliates and/or their respective agents or representatives (including auditors) such other information and appropriate access to the personnel and records of the Investment Manager and the personnel and records of the counterparties to derivative transactions at such times (including on a monthly basis) as may be reasonably requested by the Investor and/or its affiliates in order to permit the Investor and/or its affiliates to satisfy any other reporting obligations under applicable law or regulations.

24. The Investor agrees that it will bear all expenses relating to the Account including, but not limited to, expenses relating to the cost of purchasing investments (e.g., brokerage commissions and trading costs), the Management Fee, financing fees, prime brokerage fees, filing fees, registration fees and similar fees, audit and tax return preparation fees, fees in respect of consulting, custodial, accounting, investment banking, appraisal and financial advisory services provided by third parties not affiliated with the Investment Manager relating to investments or prospective investments, due diligence expenses and fees relating to investments or prospective investments, conduct of proxy contests and tender offers, litigation expenses and legal expenses (including the cost of in-house counsel of the Investment Manager and its affiliates in amounts not to exceed those that would be payable to outside counsel engaged to perform such services as reasonably determined by the Investment Manager in good faith) incurred in connection with the making or administration of investments (to the extent not borne by companies in which the Account has an investment and regardless of whether consummated), liability insurance covering the Investment Manager and its respective affiliates, members, directors, officers, employees and agents, and extraordinary expenses and other similar expenses related to the Account as the Investment Manager determines in its sole discretion. The Investment Manager will allocate the foregoing expenses (except for the Management Fee) amongst the Account and the Other Accounts in an equitable manner and on a timely basis sufficient to allow the Investor to meet its financial reporting requirements; PROVIDED, that the Investment Manager may, in its discretion, specially allocate expenses to the Account to reflect its interest in a Segregated Sub-Account, such allocation to be in proportion to the Account's participating percentage in such Segregated Sub-Account.

25. (a) The Investment Manager shall regard as confidential all information concerning the businesses and affairs of the Investor and, except to the extent required by law or regulation, shall not disclose such information to anyone outside of the Investment Manager without the prior written consent of the Investor; PROVIDED, HOWEVER, that the Investment Manager may include the name of the Investor in a representative client list.

(b) The Investor acknowledges that it will receive or have access to confidential proprietary information concerning the Investment

Manager, including, without limitation, this Agreement, portfolio positions, valuations, information regarding potential investments, financial information, trade secrets and the like, which is proprietary in nature and non-public. The Investor agrees that it shall not disclose or cause to be disclosed any such confidential information to any person or use any such confidential information for its own purposes or its own other accounts, except in connection with its investment in the Account (including for federal securities, tax, accounting or other reporting purposes) and except as otherwise required by any regulatory authority, law or regulation, or by legal process. Notwithstanding the foregoing, the Investor (and each employee, representative or other agent of the Investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described herein and all materials of any kind (including opinions or other tax analyses) that are provided to the Investor relating to such tax treatment and tax structure, it being understood that "tax treatment" and "tax structure" do not include the information identifying the transactions described herein.

26. (a) This Agreement will have an initial term ending at the conclusion of the Lock-up Period, and thereafter shall be automatically renewed on a one-year rolling basis unless the Investor gives the Investment Manager 90 days written notice prior to the conclusion of the Lock-up Period or any one-year period thereafter. The Investment Manager may terminate the Agreement at any time, upon 90 days' prior written notice to the Investor.

(b) The Investor may terminate this Agreement at any time when it has withdrawn, in accordance with this Agreement, all of the assets from the Account.

27. Any notice, consent or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, return receipt requested, as follows:

to the Investment Manager at:

Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017

Attn: General Counsel

and to the Investor at:

TCMG-MA, LLC
280 Park Avenue, 41st Floor
New York, New York 10017

Attn: General Counsel

28. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

29. This Agreement shall be binding upon and inure to the benefit of the Investor, the Investment Manager, and with respect to Sections 19 and 20 each Indemnified Party, and their respective successors and permitted assigns. Any person that is not a signatory to this Agreement but is nevertheless conferred any rights or benefits hereunder shall be entitled to such rights and benefits as if such person were a signatory hereto, and the rights and benefits of such person hereunder may not be impaired without such person's express written consent. Except as provided for pursuant to the preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer any rights or benefits upon any other person or entity than the parties hereto. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement.

30. Notwithstanding the place where this Agreement may be executed by either of the parties hereto, the parties expressly agree that all terms and provisions hereof shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and wholly performed, and to transactions wholly consummated, within that State.

31. Each party hereto hereby consents to submit to the jurisdiction of the courts of the State of New York and of the United States of America located in the City of New York, for any action, suit or proceeding arising out of or relating to this Agreement. Each party further waives any objection to the laying of venue of any such action, suit or proceeding in such courts, and further agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.

32. The provisions of Sections 19, 20, 23, 27, 29, 30 and 31 hereof shall survive the termination of this Agreement.

33. Except as provided herein, this Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements (including the Original Agreement), negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.

34. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Agreed to and accepted as of the        TCMG-MA, LLC
30th day of April, 2007
                                        By: /s/ Francis T. McCarron
                                            -----------------------------
                                            Name:  Francis T. McCarron
                                            Title: Executive Vice President
                                                   and Chief Financial Officer

TRIAN FUND MANAGEMENT, L.P.

By: Trian Fund Management GP, LLC,
its General Partner

By: /s/ Peter W. May
    --------------------------
     Name: Peter W. May
     Title: Member

TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017

April 30, 2007

Nelson Peltz
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017

Dear Mr. Peltz:

This letter agreement reflects the arrangement between you and Triarc Companies, Inc., a Delaware corporation ("TRIARC"), regarding the termination of the Employment Agreement between you and Triarc, dated as of May 1, 1999, as amended through the date hereof (the "EMPLOYMENT AGREEMENT"), and the cessation of your employment thereunder. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.

1. Your services as an officer and employee of Triarc and any of its direct and indirect subsidiaries, will cease effective as of 11:59 p.m. Eastern Daylight Time on June 29, 2007 (the "TERMINATION DATE"), at which time the Employment Agreement shall terminate and have no further legal effect; PROVIDED that the provisions of Section 9, Section 10,
Section 11.C and Section 12.A and 12.C of the Employment Agreement shall remain in effect pursuant to their terms (and you acknowledge the receipt of sufficient consideration from Triarc to support the continued applicability of all restrictive covenants). The parties acknowledge that there have been agreements and mutual courses of conduct respecting both control and non-control positions in securities in regard to Section 9 of the Employment Agreement and the parties incorporate those agreements and mutual courses of conduct herein, with the understanding that Trian Fund Management, L.P. ("TRIAN"), Peter W. May and you (and each of your affiliates) (collectively, the "Parties") agree to offer to Triarc the prior opportunity to acquire securities representing more than 50% of the outstanding securities with respect to any acquisition opportunities you or the Parties may have in the quick service restaurant segment in which Arby's Restaurant Group, Inc. operates, provided the conditions set forth in Section 3(c)(i) of the Amended and Restated Investment Management Agreement between TCMG-MA, LLC and Trian, dated April 30, 2007 restricting the right of the "ROFR Investors" (as defined in such agreement) to have a "ROFR" (as defined in such agreement) on such investment remain in effect at the time you or the Parties have such acquisition opportunity.

2. Triarc will continue to pay base salary and provide employee benefits through the Termination Date in accordance with the applicable provisions of the Employment Agreement, provided you shall accrue no further payments, bonuses, severance or other incentive payments during (or with respect to) the 2007 calendar year, except as expressly set forth herein. On the Termination Date, Triarc will deposit into a rabbi trust an amount of cash, cash equivalents, or, after consultation with you, marketable or investment securities reasonably selected by Triarc and approved by the Special Committee, equal to the difference between
(x) $50,213,753 and (y) the aggregate amount required by law to be withheld upon such payment to you under federal, state and local withholding requirements (the "Lump Sum Payment"). The rabbi trust shall be governed by the terms of a trust agreement reasonably acceptable to the parties, shall be irrevocable and shall provide that Triarc may not, directly or indirectly, use or recover any assets of the rabbi trust until such time as the assets of the trust have been paid to you hereunder, subject only to the claims of creditors of Triarc in the event of insolvency or bankruptcy of Triarc. In full satisfaction of all amounts owed to you under the Employment Agreement, other than base salary and benefits payable to you through the Termination Date, and provided your employment with Triarc continues until the Termination Date, the assets held by the rabbi trust shall be transferred to you one day following the six-month anniversary of the Termination Date (the "Payment Date"). The assets delivered to you pursuant to the rabbi trust shall reflect any investment gain or loss (as the case may be) on the Lump Sum Payment from the date the assets comprising the Lump Sum Payment were deposited into such rabbi trust until the Payment Date. Triarc shall deliver and pay over to the appropriate taxing authorities when due all amounts subject to withholding with respect to the transfer of the Lump Sum Payment to the rabbi trust and the transfer of the assets of the rabbi trust to you (as adjusted for any investment gain or loss) on the Payment Date and shall instruct the Trustee to transfer to you such assets (in such form and asset class as has been deposited initially into the rabbi trust, subject to any permitted investment modifications effected under the terms of the rabbi trust), without any further reduction for withholding for federal, state and local taxes other than any additional amounts required to be withheld on any amounts transferred to you that were not included in the initial computation of the Lump Sum Payment.

3. Provided your employment with Triarc continues until the Termination Date, all (a) restricted shares of Class A common stock of Triarc and Class B, Series 1 common stock of Triarc (each, the "COMPANY STOCK"),
(b) Class B Units of Triarc Deerfield Holdings, LLC and (c) Class B Units of Jurl Holdings, LLC held by you on the Termination Date will become fully vested and nonforfeitable on the Termination Date.

4. You agree and acknowledge that, as of the date hereof, you are not aware of any facts or other circumstances that would allow you to assert, or that would give rise to, a termination by you for Good Reason under Section 6.C of the Employment Agreement. You further agree

and covenant that in the future you will not claim Good Reason exists to terminate your employment under Section 6.C of the Employment Agreement with respect to any facts or circumstances that exist or arose prior to the date hereof.

5. Effective as of 12:00 a.m. Eastern Daylight Time on June 30, 2007, you shall be appointed as non-executive, non-employee Chairman of Triarc. You further agree to remain as a member of the Board during the term of the Services Agreement between Triarc and Trian dated April 30, 2007, unless there is a Change of Control of Triarc (as defined in the Employment Agreement) during such period or you are otherwise removed from the Board. You shall retain the position of Chairman so long as you are a member of the Board, unless you are removed from that position by the Board.

6. You hereby acknowledge that as of the Termination Date, except as expressly provided in this agreement, you will not be entitled to any other payments, distributions, bonuses, severance, benefits or perquisites from Triarc or any of its respective affiliates including but not limited to, base salary, bonus (including any pro rata bonus payments), distributions, allocations and group health benefits (other than COBRA rights to continue and/or convert group medical coverage at your expense and any conversion rights to which you may be entitled under law with respect to continuing long-term disability insurance coverage at your expense) and you hereby fully release Triarc and its respective affiliates from all such claims you may otherwise have (known or unknown) under the Employment Agreement or under any other Triarc compensation plan or arrangement; PROVIDED that payment to you of your deferred bonus account under the Deferral Plan for Senior Officers of Triarc, dated December 14, 2000 (the "DEFERRAL PLAN") shall be payable to you on the Termination Date under the terms of the Deferral Plan. Notwithstanding any contrary provision of the Deferral Plan, to the extent Triarc is required to make settlement payments to a third party in connection with your deferred bonus account investments in Bayou Management LLC and Amaranth Advisors LLC, and their affiliates (the "COVERED INVESTMENTS"), you shall promptly pay to Triarc your pro rata portion of such settlement payments, and to the extent Triarc recovers additional payments in connection with your deferred bonus account investments in the Covered Investments, Triarc shall promptly pay to you (but in any event no later than 2 1/2 months following receipt by Triarc) your pro rata portion of such recoveries.

[signature page to follow]

7. The terms of this agreement (and the terms of the Employment Agreement referenced herein) constitute the entire agreement between you and Triarc regarding the cessation of your employment and the termination of the Employment Agreement and may not be altered or modified other than in a writing signed by you and Triarc. This Agreement supersedes all prior arrangements, communications, commitments or obligations between yourself and the Company regarding the subject matter herein.

Very truly yours,

/s/ David E. Schwab II
-------------------------------
David E. Schwab II
Member of the Board of Directors
On Behalf of Triarc Companies, Inc.

AGREED AND ACKNOWLEDGED

/s/ Nelson Peltz
------------------------------
Nelson Peltz

TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017

April 30, 2007

Peter W. May
c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017

Dear Mr. May:

This letter agreement reflects the arrangement between you and Triarc Companies, Inc., a Delaware corporation ("TRIARC"), regarding the termination of the Employment Agreement between you and Triarc, dated as of May 1, 1999, as amended through the date hereof (the "EMPLOYMENT AGREEMENT"), and the cessation of your employment thereunder. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.

1. Your services as an officer and employee of Triarc and any of its direct and indirect subsidiaries, will cease effective as of 11:59 p.m. Eastern Daylight Time on June 29, 2007 (the "TERMINATION DATE"), at which time the Employment Agreement shall terminate and have no further legal effect; PROVIDED that the provisions of Section 9, Section 10,
Section 11.C and Section 12.A and 12.C of the Employment Agreement shall remain in effect pursuant to their terms (and you acknowledge the receipt of sufficient consideration from Triarc to support the continued applicability of all restrictive covenants). The parties acknowledge that there have been agreements and mutual courses of conduct respecting both control and non-control positions in securities in regard to Section 9 of the Employment Agreement and the parties incorporate those agreements and mutual courses of conduct herein, with the understanding that Trian Fund Management, L.P. ("TRIAN"), Nelson Peltz and you (and each of your affiliates) (collectively, the "Parties") agree to offer to Triarc the prior opportunity to acquire securities representing more than 50% of the outstanding securities with respect to any acquisition opportunities you or the Parties may have in the quick service restaurant segment in which Arby's Restaurant Group, Inc. operates, provided the conditions set forth in Section 3(c)(i) of the Amended and Restated Investment Management Agreement between TCMG-MA, LLC and Trian, dated April 30, 2007 restricting the right of the "ROFR Investors" (as defined in such agreement) to have a "ROFR" (as defined in such agreement) on such investment remain in effect at the time you or the Parties have such acquisition opportunity.

2. Triarc will continue to pay base salary and provide employee benefits through the Termination Date in accordance with the applicable provisions of the Employment Agreement, provided you shall accrue no further payments, bonuses, severance or other incentive payments during (or with respect to) the 2007 calendar year, except as expressly set forth herein. On the Termination Date, Triarc will deposit into a rabbi trust an amount of cash, cash equivalents, or, after consultation with you, marketable or investment securities reasonably selected by Triarc and approved by the Special Committee, equal to the difference between
(x) $25,106,877 and (y) the aggregate amount required by law to be withheld upon such payment to you under federal, state and local withholding requirements (the "Lump Sum Payment"). The rabbi trust shall be governed by the terms of a trust agreement reasonably acceptable to the parties, shall be irrevocable and shall provide that Triarc may not, directly or indirectly, use or recover any assets of the rabbi trust until such time as the assets of the trust have been paid to you hereunder, subject only to the claims of creditors of Triarc in the event of insolvency or bankruptcy of Triarc. In full satisfaction of all amounts owed to you under the Employment Agreement, other than base salary and benefits payable to you through the Termination Date, and provided your employment with Triarc continues until the Termination Date, the assets held by the rabbi trust shall be transferred to you one day following the six-month anniversary of the Termination Date (the "Payment Date"). The assets delivered to you pursuant to the rabbi trust shall reflect any investment gain or loss (as the case may be) on the Lump Sum Payment from the date the assets comprising the Lump Sum Payment were deposited into such rabbi trust until the Payment Date. Triarc shall deliver and pay over to the appropriate taxing authorities when due all amounts subject to withholding with respect to the transfer of the Lump Sum Payment to the rabbi trust and the transfer of the assets of the rabbi trust to you (as adjusted for any investment gain or loss) on the Payment Date and shall instruct the Trustee to transfer to you such assets (in such form and asset class as has been deposited initially into the rabbi trust, subject to any permitted investment modifications effected under the terms of the rabbi trust), without any further reduction for withholding for federal, state and local taxes other than any additional amounts required to be withheld on any amounts transferred to you that were not included in the initial computation of the Lump Sum Payment.

3. Provided your employment with Triarc continues until the Termination Date, all (a) restricted shares of Class B, Series 1 common stock of Triarc (each, the "COMPANY STOCK"), (b) Class B Units of Triarc Deerfield Holdings, LLC and (c) Class B Units of Jurl Holdings, LLC held by you on the Termination Date will become fully vested and nonforfeitable on the Termination Date.

4. You agree and acknowledge that, as of the date hereof, you are not aware of any facts or other circumstances that would allow you to assert, or that would give rise to, a termination by you for Good Reason under Section 6.C of the Employment Agreement. You further agree

and covenant that in the future you will not claim Good Reason exists to terminate your employment under Section 6.C of the Employment Agreement with respect to any facts or circumstances that exist or arose prior to the date hereof.

5. Effective as of 12:00 a.m. Eastern Daylight Time on June 30, 2007, you shall be appointed as non-executive, non-employee Vice Chairman of Triarc. You further agree to remain as a member of the Board during the term of the Services Agreement between Triarc and Trian dated April 30, 2007, unless there is a Change of Control of Triarc (as defined in the Employment Agreement) during such period or you are otherwise removed from the Board. You shall retain the position of Vice Chairman so long as you are a member of the Board, unless you are removed from that position by the Board.

6. You hereby acknowledge that as of the Termination Date, except as expressly provided in this agreement, you will not be entitled to any other payments, distributions, bonuses, severance, benefits or perquisites from Triarc or any of its respective affiliates including but not limited to, base salary, bonus (including any pro rata bonus payments), distributions, allocations and group health benefits (other than COBRA rights to continue and/or convert group medical coverage at your expense and any conversion rights to which you may be entitled under law with respect to continuing long-term disability insurance coverage at your expense) and you hereby fully release Triarc and its respective affiliates from all such claims you may otherwise have (known or unknown) under the Employment Agreement or under any other Triarc compensation plan or arrangement; PROVIDED that payment to you of your deferred bonus account under the Deferral Plan for Senior Officers of Triarc, dated December 14, 2000 (the "DEFERRAL PLAN") shall be payable to you on the Termination Date under the terms of the Deferral Plan. Notwithstanding any contrary provision of the Deferral Plan, to the extent Triarc is required to make settlement payments to a third party in connection with your deferred bonus account investments in Bayou Management LLC and Amaranth Advisors LLC, and their affiliates (the "COVERED INVESTMENTS"), you shall promptly pay to Triarc your pro rata portion of such settlement payments, and to the extent Triarc recovers additional payments in connection with your deferred bonus account investments in the Covered Investments, Triarc shall promptly pay to you (but in any event no later than 2 1/2 months following receipt by Triarc) your pro rata portion of such recoveries.

[signature page to follow]

7. The terms of this agreement (and the terms of the Employment Agreement referenced herein) constitute the entire agreement between you and Triarc regarding the cessation of your employment and the termination of the Employment Agreement and may not be altered or modified other than in a writing signed by you and Triarc. This Agreement supersedes all prior arrangements, communications, commitments or obligations between yourself and the Company regarding the subject matter herein.

Very truly yours,

/s/ David E. Schwab II
-------------------------------
David E. Schwab II
Member of the Board of Directors
On Behalf of Triarc Companies, Inc.

AGREED AND ACKNOWLEDGED

/s/ Peter W. May
------------------------------
Peter W. May

AMENDED AND RESTATED
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amended and Restated Amendment No. 1, is entered into as of April 30, 2007, to the Employment Agreement dated as of February 24, 2000 (the "Agreement"), as amended by Amendment No. 1 dated as of December 18, 2006 (the "December Amendment"), between Triarc Companies, Inc. ("Triarc") and Brian L. Schorr (the "Employee").

The parties hereto wish to amend and restate the December Amendment as follows:

1. Triarc and the Employee hereby agree to amend the Agreement as follows:

a). Clause (i) in the second paragraph of Section 4.1 and Clause (b) of Section 4.6(A) of the Agreement are each hereby amended in their entirety to read as follows: "(i) Employee's then current Salary for two and one-half (2-1/2) years from the date of termination and".

b). Section 4.3 (d) 3(a) of the Agreement is hereby amended by adding the word "annual" after the word "equal" appearing therein.

c). The definition of "Good Reason" set forth in Section 4.6(B) of the Agreement is hereby amended by deleting the word "or" at the end of clause (ii), adding the word "or" at the end of clause (iii) and adding the following new clause (iv): "(iv) any meaningful diminution of your duties or authority from such duties or authority held by you on the date hereof without your prior consent."

2. Except as amended above, the provisions of the Agreement are hereby confirmed and shall remain in full force and effect.

3. This Amended and Restated Amendment No. 1 shall be governed by and administered in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State.

4. This Amended and Restated Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

IN WITNESS WHEREOF, the parties hereto have each caused this Amended and Restated Amendment No. 1 as of the date first above written.

TRIARC COMPANIES, INC.

By: /s/ Peter W. May
    ------------------------
    Name:  Peter W. May
    Title: President and Chief Operating Officer



By: /s/ Brian L. Schorr
    ------------------------
    Brian L. Schorr