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                              RC/ARBY'S CORPORATION

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

             SECTION 1. Registered Office in Delaware. The registered office of
the Corporation (as defined in Article X below) in the State of Delaware shall
be located at 1209 Orange Street in the City of Wilmington, County of New
Castle, and the name of the resident agent in charge thereof shall be The
Corporation Trust Company.

             SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 900 Third Avenue, New York, New
York 10022, or such other location as the Board of Directors shall determine.

             SECTION 3. Other Offices. In addition to the registered office in
the State of Delaware and the principal executive office, the Corporation may
have offices at such other places within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

             SECTION 1. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article X below) and these By-Laws shall be held
on the date and at the time fixed from time to time by the Board of Directors
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annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

             SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the Chairman and Chief
Executive Officer, the President and the Chief Operating Officer or the Board of
Directors.

             SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

             SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

             SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's

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address appearing on the books of the Corporation or given by such stockholder
to the Corporation for the purpose of notice. If a stockholder gives no address
to the Corporation for the purpose of notice, notice is duly given to such
stockholder if sent by mail or other means of written communication addressed to
the place where the registered office of the Corporation is situated, or if
published, at least once in a newspaper of general circulation in the county in
which such office is located.

             SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

             SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

             SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for

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a period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder.

             SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that the
affirmative vote of a plurality in voting power present in person or represented
by proxy and entitled to vote shall be required to effect elections of
directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

             SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a

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notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

             SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the Chairman and Chief Executive Officer or, in the absence of such
officer, the President and Chief Operating Officer or, in the absence of both
such officers, such individual as shall have been designated by the Chairman and
Chief Executive Officer or, if such officer has not done so, then by the
President and Chief Operating Officer, or if such officer has not done so, by a
resolution adopted by the affirmative vote of a majority of the Board of
Directors, shall act as chairman of the meeting. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

             SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation and to determine all
questions arising thereat relating to the order of business and the conduct of
the meeting, except as otherwise required by law.

             SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

             (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board

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of Directors; or

             (B) brought before the meeting at the direction of the Chairman and
Chief Executive Officer, President and Chief Operating Officer or the Board of
Directors.

             SECTION 14. Stockholder Action by Consent. Any action required or
permitted to be taken by the holders of the issued and outstanding stock of the
Corporation may be effected at an annual or special meeting of stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

                                   ARTICLE III

                               Board of Directors

             SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

             SECTION 2. Qualification of Director. Each director shall be at
least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

             SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

             SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

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             SECTION 5. Vacancies. Any vacancy in the Board of Directors caused
by death, resignation, retirement, disqualification or removal or any other
cause (including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

             SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the Chairman and Chief Executive Officer, the President
and Chief Operating Officer or the Secretary of the Corporation. The acceptance
of a resignation shall not be necessary to make it effective, but no resignation
shall discharge any accrued obligation or duty of a director.

             SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

             SECTION 8. Quorum of Directors. Except as otherwise required by law
or by the Certificate of Incorporation or by these By-Laws, (i) a majority of
the directors in office at the time of a duly assembled meeting shall constitute
a quorum and be sufficient for the transaction of business, and (ii) any act of
a majority of the directors present at a meeting at which there is

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a quorum shall be the act of the Board of Directors.

             SECTION 9. Place of Meeting. Subject to the provisions of Section
10 of this Article III, the Board of Directors may hold any meeting at such
place or places within or without the State of Delaware as it may determine.

             SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

             SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

             SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman and Chief Executive Officer, the
President and Chief Operating Officer or any two directors, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

             SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

             SECTION 14. Organization. The Chairman and Chief Executive Officer
or, in the absence of such officer, the President and Chief Operating Officer
shall call meetings of the

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Board of Directors to order and shall act as the chairman thereof. In the
absence of the Chairman and Chief Executive Officer and the President and Chief
Operating Officer, a majority of the directors present may elect as chairman of
the meeting any director present. The Secretary of the Corporation or, in the
absence of such officer, an Assistant Secretary in attendance or, in the absence
of the Secretary and an Assistant Secretary, an individual appointed by the
chairman of the meeting shall act as a secretary of the meeting and keep a
record of the proceedings of the meeting.

             SECTION 15. Order of Business. Unless otherwise determined by the
Board of Directors the order of business and rules of order at any meeting of
the Board of Directors shall be determined by the chairman of the meeting.

             SECTION 16. Adjournment. Any meeting of the Board of Directors may
be adjourned from time to time by a majority of the directors present, whether
or not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

             SECTION 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

             SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any

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committee thereof may participate in a meeting of the Board of Directors or of
such committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting in such manner shall
constitute presence in person at such a meeting.

             SECTION 19. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

             SECTION 1. Committees. By resolution adopted by the affirmative
vote of a majority of the Board of Directors, the Board of Directors may appoint
one or more committees, which may include as members directors only or directors
and non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of

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appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

             SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any vacancy
in the membership of such committee. Any committee appointed pursuant to Section
1 of this Article IV shall exist at the pleasure of the Board of Directors,
which Board shall have the power at any time by the affirmative vote of a
majority of the Board of Directors to change the powers and duties of any such
committee or to dissolve it.

             SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting

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of any committee that notice thereof shall have been given to any committee
member who is present at the meeting or, if absent, waives notice thereof in
writing filed with the records of the meeting either before or after the holding
thereof. The majority of the members of a committee shall constitute a quorum
for the transaction of committee business, and the act of a majority of the
members present at any meeting at which there is a quorum shall be the act of
the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

             SECTION 1. Executive Officers. At the organization meeting of the
Board of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a Chairman and
Chief Executive Officer, a President and Chief Operating Officer, a Secretary
and a Treasurer, and may elect as executive officers of the Corporation one or
more Chairmen Emeritus, Vice Chairmen, Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. All such executive officers elected by the Board
of Directors are referred to in these By-Laws as "Executive Officers." The Board
of Directors may from time to time appoint such other officers and agents of the
Corporation as the interests of the Corporation may require and may fix their
duties and terms of office. To the extent permitted by law, any number of
offices may be held by the same person.

             SECTION 2. Other Officers. In addition to the Executive Officers
elected by the

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Board of Directors pursuant to Section 1 of this Article V, the Chairman and
Chief Executive Officer and the President and Chief Operating Officer may from
time to time appoint such other officers of the Corporation, including Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers and Controllers, as
the interests of the Corporation may require (the "Other Officers"); provided,
however, that no Other Officer may be appointed to the office of Chairman
Emeritus, Vice Chairman, President and Chief Operating Officer, Executive Vice
President, Senior Vice President, Vice President, Secretary or Treasurer. Each
appointment of an Other Officer shall be in writing and shall set forth the
duties of the Other Officer being appointed and, subject to Section 3 of this
Article V, such officer's term of office.

             SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing Chairman and Chief Executive Officer
or President and Chief Operating Officer, as the case may be; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer.

             SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the Chairman and
Chief Executive Officer or President and Chief Operating Officer.

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             SECTION 5. Vacancies. A vacancy in any Executive Office or Other
Office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. A vacancy in any Other Office arising from any
cause may be filled for the unexpired portion of the term by the Chairman and
Chief Executive Officer or President and Chief Operating Officer.

             SECTION 6. Compensation of Officers. The salaries or compensation,
if any, of the Chairman and Chief Executive Officer and the President and Chief
Operating Officer shall be fixed by the Board of Directors. The salaries or
compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors, the Chairman and Chief Executive Officer or the President and
Chief Operating Officer.

             SECTION 7. Chairman and Chief Executive Officer. The Chairman and
Chief Executive Officer shall be Chairman of the Board of Directors and of the
Executive Committee, if any, shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall have
general charge and control of the business and affairs of the Corporation with
power and authority, when acting in the ordinary course of business of the
Corporation in the name and on behalf of the Corporation and under its seal
attested by the Secretary or an Assistant Secretary of the Corporation, or
otherwise, to (i) execute and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign
transfer and deliver all stocks, bonds, evidence of interest and indebtedness,
rights and options to acquire the same, and

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all other securities, corporate or otherwise, now or hereafter standing in the
name of or owned beneficially by the Corporation, (iv) open and maintain
accounts with banking institutions, including investment banks and brokerage
firms, and (v) borrow from First Fidelity Bank, Newark, New Jersey, Midlantic
National Bank, Edison, New Jersey, Irving Trust Company, New York, New York,
Manufacturers Hanover Trust Company, New York, New York, or any other banking
institution, including investment banks and brokerage firms, such sums of money
for such periods of time and upon such terms as such officer shall deem
necessary or appropriate, and execute and deliver notes, other evidences of
indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Corporation; provided, however, that no borrowing
pursuant to this clause (v) shall have an original maturity or more than one
year. Such officer shall preside at all meetings of stockholders of the
Corporation and, the Board of Directors at which such officer is present. Such
officer shall perform all other duties and enjoy all other powers which are
commonly incident to the office of Chairman and Chief Executive Officer, or are
delegated to such officer from time to time by the Board of Directors or are or
may at any time be authorized or required by law.

             SECTION 8. Chairman Emeritus and Vice Chairmen of the Board. The
Chairman Emeritus and Vice Chairmen of the Board if there be any, shall be
members of the Board of Directors and shall have such powers and perform such
duties as may from time to time be assigned to them by the Board of Directors
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             SECTION 9. President and Chief Operating Officer. The President and
Chief Operating Officer shall be a member of the Board of Directors and of the
Executive Committee,

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if any, shall be the chief operating officer of the Corporation responsible for
directing, administering and coordinating the business operations of the
Corporation in accordance with policies, goals and objectives established by the
Board of Directors and the Chairman and Chief Executive Officer with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation, (iv)
open and maintain accounts with banking institutions, including investment banks
and brokerage firms, and (v) borrow from First Fidelity Bank, Newark New Jersey,
Midlantic National Bank, Edison, New Jersey Irving Trust Company, New York, New
York, and Manufacturers Hanover Trust Company, New York, New York, or any other
banking institution, including investment banks and brokerage firms, such sums
of money for such periods of time and upon such terms as such officer shall deem
necessary or appropriate and execute and deliver notes, other evidences of
indebtedness and agreements for the repayment of any sums so borrowed in the
name and on behalf of the Corporation; provided, however, that no borrowing
pursuant to this clause (v) shall have an original maturity of more than one
year. Such officer shall perform all other duties and enjoy all other powers
which are commonly incident to the office of President and Chief Operating
Officer or which are delegated

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to such officer by the Board of Directors or the Chairman and Chief Executive
Officer. In the absence of the Chairman and Chief Executive Officer, the
President and Chief Operating Officer shall perform all duties and may exercise
all powers of the Chairman and Chief Executive Officer and shall preside at
meetings of stockholders of the Corporation and the Executive Committee.

             SECTION 10. Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents Elected by the Board. The Executive Vice Presidents, the Senior
Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors, the Chairman and Chief Executive Officer or the President
and Chief Operating Officer.

             SECTION 11. Secretary. The Secretary shall record the proceedings
of all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors, the Chairman and Chief Executive Officer or the President and Chief
Operating Officer.

             SECTION 12. Treasurer. The Treasurer shall have custody and control
of all funds and securities of the Corporation, except as otherwise provided by
the Board of Directors. Such officer shall keep full and accurate accounts of
all receipts and disbursements of the Corporation

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in books to be kept for that purpose, shall deposit all money and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors, and shall render to the Chairman
and Chief Executive Officer, the President and the Chief Operating Officer or
the Board of Directors, whenever any of them may require it, an account of all
such officer's transactions as Treasurer and an account of the financial
condition of the Corporation. Such officer shall also perform such other duties
as may from time to time be assigned to such officer by the Board of Directors,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             SECTION 13. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors, the Chairman and Chief Executive
Officer or the President and Chief Operating Officer.

                                   ARTICLE VI

                                Division Officers

             SECTION 1. Division President. In case any of the business or
affairs of the Corporation are carried on by the Corporation as an
unincorporated division of the Corporation, the Board of Directors, the Chairman
and Chief Executive Officer or the President and Chief Operating Officer may
appoint a Division President and other officers for such division who shall have
such powers, authorities, functions and responsibilities with respect to the
business and affairs of such division as may be delegated to them by the Board
of Directors, the Chairman and Chief Executive Officer or the President and
Chief Operating Officer.

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             SECTION 2. Other Division Officers. In case a Division President is
appointed in accordance with Section 1 of this Article VI, such Division
President may designate one or more other officers for the respective division
in addition to those appointed in accordance with Section 1 of this Article VI.
Each such division officer appointed by the Division President shall have and
exercise such powers, authorities, functions and responsibilities with respect
to the business and affairs of such division as may be delegated to such
division officer by the Division President.

             SECTION 3. Neither Executive Officers Nor Other Officers. A
division officer appointed pursuant to this Article VI shall not be an Executive
Officer unless specifically elected as such by the Board of Directors and shall
not be an Other Officer unless specifically appointed as such by the Chairman
and Chief Executive Officer or the President and Chief Operating Officer.

             SECTION 4. Term of Office. A division officer shall be subject to
removal at any time with or without cause by the Board of Directors, the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer, and, if such division officer is not a Division President, by the
Division President of the Division of which such division officer is an officer.

                                   ARTICLE VII

                                  Capital Stock

             SECTION 1. Certificates. Each stockholder of the Corporation shall
be entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President

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or a Senior Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, certifying the number of shares of stock of
the Corporation owned by such stockholder. Any or all of the signatures on the
certificates may be a facsimile.

             In case any officer, Transfer Agent or Registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he, she
or it was such officer, Transfer Agent or Registrar at the date of issue.

             All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name of the Person owning the shares
represented thereby, with the number of shares and the date of issue. The names
and addresses of all Persons owning shares of the Corporation, with the number
of shares owned by each and the date or dates of issue of the shares held by
each, shall be entered in the books of the Corporation kept for that purpose by
the proper officers, agents or employees of the Corporation.

             The Corporation shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other Persons, whether
or not it has actual or other notice thereof, except as provided by law.

             SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

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             SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against any claim that may be made against the
Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that
the owner requesting such new certificate or certificates obtain a final order
or decree of a court of competent jurisdiction as such owner's right to receive
such new certificate or certificates.

             SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with
such proof or guarantee of the authenticity of the signature as the Corporation
or its agents may reasonably require.

             SECTION 5. Transfer Agents and Registrars. The Corporation may have
one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the

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Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

             SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders, and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

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                                  ARTICLE VIII

                       Contracts, Checks, Drafts, Proxies

             SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the Chairman and Chief
Executive Officer and the President and Chief Operating Officer shall have any
power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.

             SECTION 2. Loans. Except as otherwise provided in these By-Laws, no
loan shall be contracted in the name or on behalf of the Corporation, and no
evidence of indebtedness shall be issued, endorsed or accepted in its name, or
on its behalf, unless authorized by the Board of Directors. Such authority may
be general or confined to specific instances. When so authorized, the Executive
or Other Officer, agent or employee thereunto authorized may effect loans and
advances at any time for the Corporation from any Person (including any bank,
trust company or other institution) and for such loans and advances may make,
execute and deliver promissory notes or other evidences of indebtedness of the
Corporation, and, when authorized as aforesaid, as security for the payment of
any and all loans and advances may make, execute and deliver promissory notes or
other evidences of indebtedness and liabilities of the Corporation, may
mortgage, pledge, hypothecate or transfer any real or personal property at any
time owned or held by the Corporation, and to that end execute instruments of
mortgage or pledge or otherwise

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transfer such property.

             SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the Chairman and
Chief Executive Officer, the President and Chief Operating Officer or such other
Executive Officer or Other Officer, agent, attorney, or employee of the
Corporation as shall from time to time be determined by the Board of Directors,
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer.

             SECTION 4. Proxies in Respect of Securities of Other Corporations.
The Chairman and Chief Executive Officer, the President and Chief Operating
Officer and such other Executive or Other Officers as are designated by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer are authorized to vote by casting a ballot in person or by voting by
proxy on behalf of the Corporation the shares owned by the Corporation of the
stock or other securities in any other Corporation at meetings of the holders of
the stock or other securities of such other corporation, or to consent in
writing, in the name of the Corporation as such holder, to any action by such
other corporation.

                                   ARTICLE IX

                                 Indemnification

             The Corporation shall, and by reason of the enactment of this
By-Law hereby does, indemnify each and every individual (including his or her
heirs, executors and assigns) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action,

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suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director, Executive Officer or
Other Officer of the Corporation, or, while a director, Executive Officer or
Other Officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with such action, suit or proceeding, to the full extent that it has
the power to do so under Delaware Law. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any agreement, contract of insurance, vote of stockholders or disinterested
directors, or other By-Laws or otherwise, or of or other By-Laws or otherwise,
or of the broader power of the Corporation to indemnify a director, Executive
Officer, Other Officer, employee or agent of the Corporation as authorized by
Delaware Law.

                                    ARTICLE X

                                   Definitions

             For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

             "Corporation" shall mean RC/Arby's Corporation.

             "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

             "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

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             "Other Officer" shall have the meaning set forth in Section 2 of
Article V of these By-Laws. 

             "Person" shall mean any individual, firm, corporation or other
entity.

             "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

             "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                   ARTICLE XI

                                  Miscellaneous

             SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate books shall be kept by the Secretary or by
any other officer or agent designated by the Board of Directors.

             SECTION 2. Dividends and Reserves. The Board of Directors, from
time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

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             SECTION 3. Seal. The corporate seal of the Corporation shall be in
the form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

             SECTION 4. Fiscal Year. The fiscal year of the Corporation shall
end on the last day of December in each year unless the Board of Directors shall
determine otherwise.

                                   ARTICLE XII

                                   Amendments

             All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article X above) of the
Corporation then entitled to vote on such issue, or (ii) the affirmative vote of
not less than two-thirds of the directors of the Corporation then holding office
and entitled to vote on such issue.


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