Triarc

Corporate
Governance
Guidelines

Code of Business
Conduct & Ethics

Board of
Directors

Hugh L. Carey *
Former Governor of the State of New York and member of Congress and currently Senior Partner of Harris Beach LLP

Clive Chajet *
Chairman, Chajet Consultancy, L.L.C.

Joseph A. Levato *
Former Executive Vice President and Chief Financial Officer, Triarc Companies, Inc.

Edward P. Garden
Portfolio Manager and Founding Partner, Trian Fund Management, L.P.

Peter W. May
Vice Chairman, Triarc Companies, Inc.
President and Founding Partner, Trian Fund Management, L.P.

Nelson Peltz
Chairman, Triarc Companies, Inc.
Chief Executive Officer and Founding Partner, Trian Fund Management, L.P.

David E. Schwab II *
Senior Counsel, Cowan, Liebowitz & Latman, P.C.

Roland C. Smith
Chief Executive Officer,
Triarc Companies, Inc.

Raymond S. Troubh *
Financial Consultant and Director of various public companies

Russell V. Umphenour, Jr.
Private Investor; Former Chief Executive Officer of RTM Restaurant Group

Jack G. Wasserman *
Attorney-at-Law

* Denotes independent director.

Audit Committee
The Audit Committee is composed of Messrs. Levato (Chairman), Schwab, Troubh and Wasserman.

Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is composed of Messrs. Troubh (Chairman), Carey and Schwab.

Compensation Committee and Performance Compensation Subcommittee
The Compensation Committee is composed of Messrs. Schwab (Chairman), Chajet, Levato and Wasserman. The Performance Compensation Subcommittee is composed of Messrs. Schwab (Chairman), Chajet and Wasserman.

Capital and Investment Committee
The Capital and Investment Committee is composed of Messrs. Peltz (Chairman), May and Smith.

Social Responsibility Committee
The Social Responsibility Committee is composed of Messrs. Peltz (Chairman), May and Levato.



	Audit Committee Charter

	Nominating and Corporate Governance Committee Charter

	Joint Charter of the Compensation Committee and of the Performance Compensation Subcommittee