Triarc

Corporate
Governance
Guidelines

Code of Business
Conduct & Ethics

Board of
Directors

Triarc Companies, Inc. (referred to herein as "Triarc", the "Company", "our", "us", "we" or similar terms) is committed to the highest standards of integrity and fair dealing in all of its activities and compliance with both the letter and spirit of the law. We expect that all of our directors and employees will reflect these standards in their day-to-day dealings on behalf of the Company. This Code of Business Conduct and Ethics (this "Code") is for all directors and employees of Triarc and is a guide to legal and ethical behavior. This Code does not describe all applicable laws or Company policies, or give full details on any individual law or policy. Triarc has an "open door" policy that encourages employees to raise any concern relating to compliance with this Code, other Company policies and applicable law. Management and other supervisory personnel are responsible for supporting this policy by maintaining an "open door" for their direct reports and other employees who may reach out to them. No person will be subject to disciplinary or other retaliatory action by raising any concern based on a reasonable belief that this Code, other Company policy or applicable law has been violated. Any such retaliatory action will be grounds for discipline, up to and including discharge. The Board of Directors of the Company has appointed a Compliance Officer (the "Compliance Officer") who has ultimate responsibility for overseeing compliance with the Code, other Company policies and applicable law.

Any waiver of this Code must be sought in advance and may be granted only by the Company's General Counsel; provided, that, in the case of the directors and executive officers of the Company, any such waivers may be granted only by the Board of Directors and will be promptly disclosed to stockholders.

Triarc expects the members of its Board of Directors at all times to set the right tone by being mindful of their obligations as fiduciaries and by adhering to high standards of conduct, including the policies set out in this Code. Directors should seek to promote those standards in fulfilling their responsibilities to the Company and its stockholders. Directors must adhere to and promote our "open door" policy described above.

Like our employees, directors are expected to act honestly, in compliance with law and in the best interests of the Company and its stockholders. They must conduct themselves in a professional manner and act in good faith and with due care. In their oversight of management, directors should be vigorous in their inquiries and exercise independent judgment to promote the interests of the Company. Directors are also expected to maintain the confidentiality of Company information and to disclose any possible conflicts of interest that they may have with respect to matters being considered by the Board or any other aspect of the Company's business.

Any director who has concerns about compliance with this Code should direct his or her inquiry to the Chairman of the Nominating and Corporate Governance Committee of the Board or to the General Counsel.

Triarc believes that its employees are valuable contributors to a dynamic business whose continued success depends on the legal and ethical behavior of its employees and agents. As such, each employee has a responsibility to act with honesty and integrity, and each employee must accept personal accountability for his or her behavior and compliance with this Code and Triarc's other policies. The principles reflected in this Code set the minimum standards by which employees must conduct their professional lives. At their core is an unwavering commitment to compliance with all applicable law and respect for your colleagues and others with whom we deal in our business. While we compete vigorously, we must do so within the scope of these guidelines.

No code of conduct or statement of policy can cover all circumstances or anticipate every situation. Consequently, employees encountering situations not addressed specifically by this Code or other Company policies should apply their overall philosophy and concepts to the situation, along with their own personal integrity and the highest ethical standards observed by honorable people. If a question still exists, employees should review the particular circumstances with their supervisor, the Compliance Officer or the General Counsel.

Management and other supervisory personnel, including our officers, have a special responsibility to lead according to the standards set out in this Code. They must adhere to and promote our "open door" policy and assist employees in their understanding of the Company's policies, as well as its mission and strategy.

If an employee becomes aware of a breach or violation of, or otherwise seeks to register a complaint or concern related to, this Code, any other Company policy or applicable law, he or she should report the breach, violation, complaint or concern as specifically provided for in this Code and/or in any of the following ways:

file a report by going to: http://www.ethicspoint.com;
call our twenty-four hour compliance hotline at: 866-291-2906; or
contact the Compliance Officer directly.

In addition to the foregoing, employees that wish to contact the Board of Directors, the non-management directors as a group or any individual director with any concerns may do so by sending an e-mail to corporate-secretary@triarc.com or by sending their communication to the following address:

Triarc Companies, Inc.
280 Park Avenue
New York, NY 10017
Attention: Corporate Secretary

All communications intended for directors will be forwarded by the Corporate Secretary to the appropriate directors on a timely basis without redacting or otherwise filtering such communications.

It is the policy of the Company to prevent the occurrence of unethical or unlawful behavior and to halt such behavior as soon as reasonably possible after its discovery. The Company will investigate promptly all allegations based on a reasonable belief that this Code, related Company policies or applicable law have been violated. The Company will preserve the anonymity of any reporting employee who so requests, as well as the confidentiality of matters associated with a report or investigation, to the extent reasonably possible in light of the Company's need to investigate reported matters, the requirements of applicable law and other Company policies. If you are concerned about confidentiality, you may consider placing an anonymous call to our compliance hotline or sending an anonymous communication to the address referred to above. Employees are also expected to preserve the confidentiality of investigative matters. Only authorized personnel, including the General Counsel, the Chief Financial Officer and the Compliance Officer, will have access to the e mail account, voice mailbox and post office box referred to above.

The Company will take necessary steps to stop unlawful or unethical behavior and will take appropriate disciplinary action (up to and including discharge) against those who violate this Code or other Company policies (even if such violations do not constitute a violation of law) or for such other reasons as the Company deems appropriate, including taking action against individuals responsible for the failure to reasonably detect a violation or to supervise employees in the fulfillment of their responsibilities in a manner consistent with this Code and other Company policies. All employees are expected to cooperate fully in any investigation of a complaint under this Code or related Company policies.

Equal Employment Opportunity is Both Policy and Practice at Triarc. It is in the Company's best interest to use the skills and abilities of its employees to the fullest extent without regard to factors unrelated to job performance.

Specific objectives of Triarc's policy are to:

comply with all applicable laws regarding equal employment;
ensure that the concepts of equal employment opportunity are understood by managers, supervisors and officers;
recruit, hire, train and promote the best qualified individuals based upon relevant factors such as qualifications for the position and work quality and experience, without regard to factors that are unrelated to our legitimate business, such as race, color, religion, gender, national origin, age, disability, marital status, veteran status, citizenship or sexual orientation; and
ensure that all employment decisions, such as compensation, benefits, transfers, layoffs and re-hires are made in accordance with these objectives.

Any employee having a concern about these matters should register his or her concern in accordance with the procedures set forth under the Section of this Code entitled "Reporting Complaints".

Our Work Environment Must be Free from Harassment. Our people are our most important asset. We expect all employees to accord their colleagues respect and to observe the highest standards of collegiality. In keeping with those values, Triarc has long been committed to maintaining a work environment that is free of discrimination, including harassment, on the basis of any legally protected status. Triarc will not tolerate any form of harassment against any Triarc employee based upon his or her protected status by anyone, including other Triarc employees, vendors or customers. All employees must avoid any behavior or conduct that could reasonably be interpreted as harassment, and this is particularly true of our management and other supervisory personnel.

The conduct prohibited by this policy includes all unwelcome conduct, whether verbal, physical or visual, that is based upon a person's protected status under law, such as sex, race, ancestry, religion, national origin, age, disability, medical condition, marital status, veteran status, citizenship status, sexual orientation or other protected group status, or upon the protected status of the person's relatives, friends or associates. It includes epithets, slurs, negative stereotyping or intimidating acts that are based on a person's protected status, as well as written or graphic material circulated or posted within the Company (including via electronic mail) that shows hostility toward a person because of his or her protected status.

Sexual harassment is a problem that deserves special mention. Guidelines issued by the Equal Employment Opportunity Commission define sexual harassment as including unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature not only when the conduct is made as a condition of employment, but also when the conduct creates an intimidating, hostile or offensive working environment. Prohibited conduct includes explicit demands for sexual favors; sex-oriented verbal kidding, teasing or jokes; continued or repeated verbal abuse of a sexual nature; graphic or degrading comments about an individual or his or her appearance; the display of sexually suggestive objects or pictures; subtle pressure for sexual activity; unwelcome physical contact such as patting, hugging, pinching or brushing against another's body; and discussions about sexual behavior or interests. The fact that co-workers once had some sort of consensual relationship does not and will not excuse harassing conduct that occurs after the relationship ends. Impermissible sexual harassment can be directed at either men or women and may include allegations of same-sex harassment.

If you experience or witness any conduct that may be inconsistent with this harassment policy, Triarc encourages and expects you to register your complaint or concern with your department head, the Compliance Officer and/or in accordance with the other procedures set forth under the Section of this Code entitled "Reporting Complaints". Please take every step you can to make sure that your concerns are known to management. Under no circumstances, however, are you required to report the harassment to a supervisor who you believe is responsible for harassing activity.

If a complaint pursuant to this harassment policy is found to have merit, Triarc will take appropriate disciplinary action against the offender, up to and including dismissal from employment. After investigating complaints of harassment under this policy, Triarc may impose discipline for inappropriate conduct that comes to its attention, without regard to whether the conduct constitutes a violation of law or even a violation of this policy. All employees are expected to cooperate fully in any investigation of a complaint under this policy.

You should understand that allegations of harassment raise serious workplace issues and are to be made in a responsible manner. Employees who allege harassment in a false or reckless manner may themselves face disciplinary action.

Any employee who registers a complaint based on his or her reasonable belief that Triarc's policy against harassment and discrimination has been violated or cooperates in the investigation of a complaint will be protected from retaliation of any kind. Any such retaliation will be grounds for discipline, up to and including discharge.

Conduct Yourself Professionally. Triarc prohibits the use, possession, distribution, selling or manufacturing of any illegal drugs or any alcohol or any illicit or improper use of prescribed drugs on Company property or on the job, or the possession of any dangerous weapon or firearm on Company property or on the job (other than the Company's security personnel and law enforcement officials). Employees may not be on Company property or at work under the influence of either drugs or alcohol. Moderate use of alcohol served at official Company functions or while on Company business conducted on or off Company property is acceptable if reasonable under the circumstances, and provided that the employee complies with legal driving and other guidelines and laws. The Company expects its employees to refrain from using inappropriate language when communicating with others. In addition, threats, threatening and abusive behavior, or acts of violence (verbal or physical) against employees, customers or other individuals or against Company property by anyone on Company premises or while on Company business will not be tolerated.

Triarc strives to be an honorable company and employer. Employees must always operate within the law in all business dealings. It is the Company's express policy that it and its employees obey all applicable U.S. federal, state and local and international laws and regulations. Employees have a personal responsibility to become familiar and comply with the laws and regulations related to job responsibilities. There are also other laws - not directly related to an employee's job but of general relevance to work situations - of which employees should be aware. If employees have any questions about what is within the law and what is not, they should seek advice from the Legal Department. Noted below are some of the most important laws that apply to Triarc and its employees and business dealings.

Securities Laws. These laws forbid individuals and companies from profiting from material non-public information, or "inside" information, that could influence decisions to buy, sell or hold onto particular securities. Such information may relate to the financial condition of a company, its products, the market for its securities, its investment intentions or plans for a merger, acquisition or divestiture. You may not make trades of securities based on material inside information or give such information to others. For additional information, you should refer to Triarc's Securities Law Compliance Manual.

Antitrust and Trade Regulation Laws. These laws prohibit actions that restrain competition. They are designed to protect the free enterprise system from corruption or abuse. It is our duty as corporate citizens to comply with these laws. Triarc will compete vigorously on the merits of our products and services and will not engage in unlawful methods of competition.

You may not, for example, cooperate with competitors to fix or stabilize prices, "divide up" customers or markets with competitors, boycott competitors or customers or otherwise interfere with free competition. You should not even discuss the possibility of such activities with competitors.

You may not reveal the nature or contents of sealed bids to any supplier or potential supplier. Triarc may require any supplier selected on the basis of a sealed bidding process to certify that it has not seen or been informed of the nature or contents of any other submitted sealed bid.

The antitrust and trade regulation laws also prohibit certain kinds of tie-in sales, discriminatory pricing, exclusive dealing and other practices that would be unfair to customers. If you are in upper management or sales, you should make sure you are familiar with Triarc's Antitrust Compliance Manual and Statement.

Bribery, Kickbacks and Rebates. Bribery in any form, commercial or political, is forbidden in all Company business dealings. No Company funds may be used, either directly or indirectly, for any bribe, kickback or other unlawful payment anywhere in the world or under any circumstances.

The purchase or sale of goods and services on behalf of the Company must not lead to employees or their families receiving personal kickbacks or rebates. Kickbacks and rebates can take many forms and are not limited to direct cash payments or credits in connection with a particular transaction. In general, if you or your family stand to gain personally through the transaction, it is prohibited. Such practices are not only unethical, but in many cases are also illegal.

Payments to Government Employees; Foreign Corrupt Practices Act. No payments of Company money, gifts, services, entertainment or anything else of value may be offered or made available in any amount, directly or indirectly, to any government official or employee. Such payments or offers are not legal in the United States. Such payments should also not be made in other countries, even if legal there, if they are in violation of U.S. law, notably the Foreign Corrupt Practices Act, regardless of the nationality of the recipient.

The U.S. Foreign Corrupt Practices Act is applicable to Triarc and prohibits certain payments to foreign government officials for the purpose of obtaining, retaining, or directing business. Employees who interact with such officials or foreign entities are required to become familiar with and comply with this law. If in doubt, you should consult the Legal Department.

International Laws. Laws outside the United States may differ from customary U.S. business practices. All Triarc practices and actions should be in compliance with local laws as long as they do not conflict with U.S. laws. If in doubt, or in the case of a conflict, you should contact the Legal Department.

As employees of Triarc, you represent the Company. Your interactions with stockholders, customers, suppliers, vendors and all other persons or entities must reflect the values and ethics of Triarc. In all such contacts, it is important to observe certain standards of conduct. You should treat each person you encounter with respect and professionalism.

Earn Supplier, Vendor and Customer Trust. The Company's reputation for integrity is tested every day by the way you treat the people with whom you do business. Honesty, fairness and keeping commitments must be hallmarks of the way you do business.

Present the Company Truthfully. Communications with the public should reinforce a sense of trust in the Company. Whether statements are channeled through customers, stockholders, the analyst community, suppliers, trade groups, the mass media or made in private conversation, "honesty is the best policy." Public statements should be sufficiently candid, clear and complete so that they neither mislead nor lend themselves to misinterpretation.

Triarc is also committed to full compliance with all requirements applicable to its public disclosures, including its reports filed or furnished to securities regulators. All of our business communications should be timely, clear and accurate. It is a violation of our policy to misrepresent our financial performance or otherwise compromise the integrity of our financial statements or other public disclosures.

All press releases and other public statements relating to the Company or its business must first be reviewed and approved by the Company's Senior Vice President - Corporate Communications and Investor Relations, in consultation with the Legal Department.

Treat Business Colleagues Professionally. Act professionally and conscientiously in making business decisions. Personal relationships must never interfere, or give the appearance of interfering, with business actions, judgments or decisions.

When making decisions, weigh all factors impartially and without prejudice and make all decisions based solely on merit.
Honor your agreements and do not encourage or interfere with other parties' contracts or agreements.
Communicate clearly and effectively. Think before you speak and write and be proud of what you say and write. Be clear and objective, and write as if your communication will appear on the front page of The Wall Street Journal or The New York Times.
Do not discuss areas beyond your knowledge or expertise.

An employee's business decisions must always be in the best interests of Triarc. Employees have an obligation to avoid any business, financial or other relationships that might conflict with the interests of Triarc or create the appearance of such a conflict. Make every effort to avoid situations that could compromise independent judgment, but if a problem arises, handle it forthrightly and honorably.

As an employee of Triarc, it is your responsibility to report promptly to the Legal Department or your supervisor any activity in which you are engaged that might be deemed a conflict of interest. They will determine if a conflict exists and establish controls to prevent abuse or, if such control is not feasible, they can require that you terminate the activity in question or divest your interest in any relevant transaction. Managers who require guidance in this evaluation should contact the Legal Department for assistance.

Each year, employees in management positions should be prepared, if requested, to submit a statement covering any entertainment, gifts or services that they or their staff have accepted. Any items that have been accepted must be reported at that time, whether or not they were previously discussed with any superior.

There are some common relationships or circumstances that can create, or give the appearance of, a conflict of interest. The situations generally involve gifts and business or financial dealings or investments. The following areas are intended to clarify the obligations of employees in these circumstances.

Gifts and Other Inducements. Gifts, favors, entertainment and other such inducements may be attempts to "purchase" favorable treatment. Accepting such inducements could raise doubts about your ability to make independent business judgments and the Company's commitment to treating people fairly. Keep in mind that certain inducements may be defined as bribes, payoffs or kickbacks, which are illegal as described above.

You may accept gifts or entertainment, such as promotional items and business meals, if they are in line with accepted business practice, could not be construed as potentially influencing your business judgment or creating an obligation on your part, and if public knowledge thereof would not embarrass you or the Company. When such business activities occur frequently, such costs should be shared or paid for on a reciprocal basis.

You may accept infrequent, nominal gifts. Gifts of greater value may be accepted if protocol, courtesy or other special circumstances exist, as sometimes happens with international transactions; however, all such gifts must be reported to the Compliance Officer who will determine if you may keep the gift or must return it or whether it should more appropriately become Company property.

You may never accept cash. You may not benefit personally from any purchase of goods or services for Triarc or derive any personal gain from transactions made on behalf of Triarc.

These policies apply equally to giving. Apart from formally-approved Triarc incentive marketing programs conducted in the ordinary course of business, gifts and entertainment for current or prospective customers or suppliers should be in line with customary business practice. They should be avoided where disclosure would cause negative publicity. You should limit the gift to items having a nominal value and you must obtain prior approval from your supervisor.

Offers of Employment. Offers of employment (including a post-retirement job) may, in some circumstances, be an attempt to divide your loyalties. If you receive a job offer from a customer, supplier, competitor, or even from one of the companies with whom you do business, the ethical course of action is to exempt yourself from making decisions that may affect the source of the job offer until you have made your decision. If you accept the job offer, you should immediately stop representing the Company with your prospective employer.

Investments and Other Business Interests. A conflict of interest exists when employees have a personal interest in a business or financial venture that may be at variance with the interests of Triarc. Employees are expected to devote their time, efforts and loyalty to Triarc's business. Any involvement by employees in any other business must be strictly limited, regardless of whether such business relates in any way to the business of Triarc. These conflict of interest guidelines apply not only to employees, but also to their immediate family members.

Business transactions that benefit family members or close friends give an appearance of impropriety. Neither you nor your family may have a personal financial interest in, or accept any payments whatsoever from, Triarc's competitors, suppliers or customers. You should also not participate, directly or indirectly, in any contract or business relationship with a relative. Notify your supervisor, the Compliance Officer or the General Counsel immediately if you or any of your family members are employed by, give advice to, own stock in or otherwise have an interest in any Company supplier, competitor or customer.

Avoid business involvements or personal investments that could lead to conflict of interest, such as working for another firm or an organization doing business with the Company, significant stockholding or serving as a partner, officer or outside director of another firm, or accepting part-time work or consulting assignments that could divert your attention from work commitments.

Although we cannot anticipate every situation that might create or be a conflict of interest in financial/investment dealings, the following are also examples of conflicts:

accepting payments, services or loans not available to the general public, or rendering consulting services to persons or concerns dealing or contemplating dealing with Triarc, or in competition with the Company;
acting on behalf of, or advising a competitor, supplier, customer, lessor or lessee in dealings with, Triarc, or similar activities by members of an employee's immediate family;
the active commitment of time devoted to the management of any other business enterprise, which would take time away from your normal work schedule or responsibility; and
taking for yourself business opportunities that rightfully belong to the Company.

Since there are restrictions on your acquiring a financial interest in certain transactions involving the Company, you should not acquire any such interest without obtaining prior approval. You should consult the Legal Department for guidance.

Reciprocity. In many instances, Triarc purchases goods or services from a supplier who also buys goods or services from us. This practice is normal and acceptable, but any form of pressure for reciprocity with that supplier is not. Suppliers must not be asked to buy our products or services in order to become or continue to be a supplier of ours.

The way the Company protects its assets sends a signal to the public not only about standards of care but also about integrity. Use of Company assets for any unlawful purpose is strictly prohibited. Our assets are much more than our equipment, inventory, corporate funds and supplies. They include concepts, business strategies and plans, financial data, intellectual property rights and other information about our business. Each employee is personally accountable for the safekeeping, maintenance and proper and efficient utilization of Triarc assets over which he or she has control and must protect those assets against both intentional and unintentional loss or damage. Theft, carelessness and waste have a direct impact on the Company's profitability.

The Company provides a wide variety of assets as resources for its employees in conducting Company business, such as computers, communications systems and other equipment and materials. We expect all employees to use reasonable judgment and discretion so that Company assets are used for legitimate business purposes. On occasion, some assets of the Company that are no longer needed in the business may be sold to employees. These sales must be supported by properly approved documentation signed by an appropriate authority other than the employee making the purchase.

Company Information. Confidential information includes information regarding the Company's employees, customers, trade secrets, assets, finances, manufacturing processes, equipment, inventions, designs, vendors, intellectual property, business plans and strategies, pricing strategies, marketing data and strategies, sales, terms, costs, distribution, technical expertise and other non-public information. Confidential information also includes the programs, processes, data, plans and strategies you develop while an employee of Triarc or one of its subsidiaries. Confidential information does not need to be marked "confidential" in order to be treated as such. It is information not generally known to the public at large or in the industry we are in and that provides us with a competitive advantage.

If you have doubts about whether information is confidential, consider whether a competitor would be at an advantage in having it or whether you or another person or company (including stockholders of the Company) would benefit from its disclosure. If the answer is yes, then the information should be treated as confidential, and you must seek Legal Department approval before disclosing it.

It is critical to remember that confidential information learned or developed during the course of your employment is the exclusive property of the Company and may not be disclosed to any other party without the Company's prior consent. It may not be used to advance any person or company's interest except that of Triarc, either during your employment or after you have left the Company. Only Triarc determines who is entitled to possess or use such data, except when the law requires otherwise. You must return all confidential information or documents containing such information to the Company upon your departure.

Personnel and benefits records are considered highly confidential information that may not be duplicated or removed from Triarc's premises without the prior consent of the head of the human resources department, the Compliance Officer or an executive officer of the Company or, in some cases, the individual employee's prior consent. Such information is private and sensitive and must be handled in accordance with all applicable laws.

Treat all confidential information with care. Mark written materials "confidential" and never discuss confidential information in public places, including elevators and restrooms. The intentional or inadvertent disclosure of confidential information can seriously damage Triarc and cause disadvantage in its business dealings. Discussions and disclosure of such information must be strictly limited to those authorized persons who have a need to know. Questions regarding disclosure should be directed to the Legal Department.

Customer or Supplier Information. The nature of Triarc's business gives many employees access to critical business information about suppliers and customers. Maintaining their trust requires that you protect the confidentiality of this information. Information about a supplier's or customer's business is confidential. Disclosure within the Company should only be on a business "need to know" basis. Disclosure to outsiders, except to comply with legal requirements, is not only unethical but in some cases may also be illegal.

Computer Security. All software and data resident on all computers, whether in production or being tested by the Company, are the sole and exclusive property of Triarc. Your password must be protected and must not be disclosed to any other individual. You should protect any Company owned or provided personal computer to ensure that its data, software and hardware are not misused.

You should not introduce to any computer of the Company any software that is not properly licensed or lawfully acquired. If you download data from bulletin boards, network services or the Internet, you must first scan the data by virus detection software before it being introduced to any Company network environment. You must obtain prior written approval from the Information Services and Technology Department before introducing any new software to the network. Under no circumstances should you duplicate Company-owned or licensed software for use on personal or Company-owned equipment without prior authorization from the Information Services and Technology Department. Copying such software could be illegal and result in fines and penalties to the Company and to you.

Voice and electronic mail and messages generated or received at the office or on office systems are not confidential. The Company reserves the right, at any time and without prior notification, to enter the voice mail and electronic mail systems to monitor, review, copy, print or delete any messages, to disclose messages to others or to use them for any purpose. For additional information, you should refer to Triarc's Voice and E-Mail Message Policy.

In addition, the Company reserves the right, at any time and without prior notification, to monitor internet usage at the office or on office systems.

Recording Conversations. Without the prior written consent of the General Counsel or the Compliance Officer, no employee may eavesdrop, openly or secretly tape or electronically record, or videotape, any conversation, communication, activity or event. This policy applies to any conversation, communication, activity or event that in any way involves the Company, its subsidiaries or any of our or their employees, vendors or customers. From time to time, the Company may tape, record, videotape or otherwise monitor conversations or other communications between employees and/or between employees and non-employees for legitimate business purposes, such as customer service training or to protect the integrity of certain business transactions. Generally, employees will be notified when such recording occurs, in accordance with applicable law. Under certain circumstances, however, notice may not be given, such as when the Company is conducting an investigation into potential violations of this Code or related policies or in conjunction with regulatory authorities. If you have any questions about this policy, you should contact the Legal Department.

Communications with the Press and Other Outside Organizations. In addition to the confidentiality restrictions described above, no employee may disclose or in any way communicate confidential or proprietary information of Triarc to financial or trade organizations or public or private media. Only the Chief Executive Officer, President, General Counsel or Chief Financial Officer may authorize release of such data. Any questions regarding such information may be directed to the Senior Vice President - Corporate Communications and Investor Relations. Any questions regarding this policy should be directed to the Legal Department.

Proper Recording and Reporting. Triarc maintains a system of internal controls that it believes provides reasonable assurance that transactions are executed in accordance with management's authorization and are properly recorded. The system is characterized by a control-oriented environment. All employees are expected to adhere strictly to these policies.

Our records are critical in meeting our financial, legal and business obligations. All records, including employment, payroll and financial data, checks and payments, as well as other essential data, must therefore be prepared with accuracy and care. Dishonesty or carelessness in recording or reporting information, either within or outside the Company, is not only strictly prohibited, but could lead to civil and criminal liability for you and Triarc.

All books and financial records must be kept in such a way as to fully and accurately reflect, in reasonable detail, all receipts, expenditures, transactions, assets and liabilities in conformity with Triarc's policies and generally accepted accounting principles.
No false or artificial information may be recorded for any reason.
Employees are prohibited from making false or misleading statements in connection with any audit or examination of the Company's financial statements and records, business operations, or for compliance with laws or regulations.
Each employee is personally accountable for Triarc funds over which he or she has control. No payment may be made, or invoice issued, on behalf of Triarc with the intention or understanding that any part of such payment or receipt is to be used for a purpose other than that described in the supporting documents.
No secret funds or unrecorded accounts may be maintained or established for any purpose.
No employee may unduly or fraudulently influence, coerce, manipulate or mislead independent or internal auditors regarding the Company's financial statements, accounting practices, disclosures or internal controls or procedures.
Company records are to be treated as confidential information in conformity with this Code.

Retention of Records. Disposal or destruction of Triarc records and files is not discretionary. Legal and regulatory practice requires the retention of certain records for various periods of time, particularly in the tax, employee, health and safety, environmental, contract and accounting areas. In addition, when litigation or a government investigation or audit is pending, relevant records must not be destroyed until the matter is closed. Destruction of records to avoid disclosure in a legal proceeding may constitute a criminal offense. Any questions regarding the disposal or destruction of Triarc records or files should be directed to the Legal Department.

As concerned and responsible citizens, employees of Triarc are encouraged to participate in community activities. Triarc will strive to:

function as an integral part of the local community in which it conducts its business operations; and
remain keenly aware of the benefits it and its employees receive from participating in any activities that improve the health, well-being, education and culture of the community.

Being partners with our communities, we have a responsibility to support and share in the development of social and civic activities to enhance our quality of life.

Employees are encouraged to participate in the political process and vote for the candidates or issues of their choice. Active political participation is the personal choice of each employee and should be conducted on your own time in your role as a private citizen and not on behalf of the Company.

It is strictly prohibited to use the funds of Triarc or its name, assets or property for political purposes or endorsement, whether directly or indirectly. It is also against Company policy to include, directly or indirectly, any political contribution on your expense account or in any other way that causes the Company to reimburse you for that expense. In general, the cost of fund-raising tickets for political functions is considered a political contribution. Therefore, including the cost of any such fund-raising dinner on an expense account, even if business is in fact discussed, is against Company policy and in some cases illegal.

From time to time Triarc may, within the limits of the law, support or criticize proposed legislation, regulations or rulings that might impact the business environment in which the Company operates. Our employees are welcome, though not obligated or expected, to participate in such activities.

The political process has become highly regulated, and anyone who has any question about what is or is not proper should consult with the Legal Department before agreeing to do anything that could be construed as involving Triarc in any political activity at either the federal, state or local level in the United States or in any foreign country.

Triarc is committed to providing a safe and healthy work place for our employees and for visitors to our premises. We are equally committed to preventing deterioration of the environment and minimizing the impact of our operations on the land, air and water. These commitments can only be met through the awareness and cooperation of all employees. We each have a responsibility to abide by safe operating procedures and Company policies (including Triarc's No-Smoking Policy), to guard our own and our fellow employees' health and to maintain and utilize pollution control systems.

In the United States, regulatory agencies exist under federal, state or local jurisdiction to ensure compliance with laws and regulations affecting safety, health and environmental protection. It is the Company's policy to comply with both the letter and the spirit of the laws and regulations administered by these agencies and to attempt to develop a cooperative attitude with inspection and enforcement employees from these agencies. In keeping with this spirit, employees are encouraged to report to their supervisors conditions that they perceive to be unsafe, unhealthy or hazardous to the environment.

The information in this Code of Business Conduct and Ethics (this "Code") and related Compliance Program is intended to acquaint directors and employees with the ethics and business conduct of Triarc Companies, Inc. and its subsidiaries. This Code and related Compliance Program are not an employment contract. The Company considers itself free to act according to the best business judgment of its management staff and to change the standards, policies, principles and procedures described in this Code and related Compliance Program at any time with or without notice.

Please read this Code and related Compliance Program carefully. Should you have need for additional clarification or instructions, contact those specified employees of the Company as indicated.

I HAVE READ, UNDERSTAND AND AGREE TO COMPLY WITH THE COMPANY'S CODE OF BUSINESS CONDUCT AND ETHICS, COMPLIANCE PROGRAM AND RELATED POLICIES.

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[Employee] [Director] Name (print)

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Signature

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Social Security Number

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Date

[MANAGER] [COMPLIANCE OFFICER]: Please remove this and place in [Employee's personnel] [Director's] file after receipt has been acknowledged.