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                          CERTIFICATE OF INCORPORATION

                                       of

                              RC/ARBY'S CORPORATION

         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1. Name. The name of the corporation is RC/Arby's Corporation
(hereinafter the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is THREE
THOUSAND (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Group, Inc., 900 Third Avenue,
31st Floor, New York, New York 10022.









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         6. Liability of Directors. No director of the Corporation shall be held
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. If the General Corporation
Law of the State of Delaware is amended after adoption of this paragraph to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         7. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the Corporation) make, alter or repeal the by-laws of the Corporation;
provided, however, that any by-laws made, amended or repealed by the Board of
Directors may be amended or repealed, and any by-laws may be made, by the
stockholders of the Corporation.




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