Exhibit 4.3












N U M B E R



W A R R A N T S




W



THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 p.m.
NEW YORK CITY TIME, ON
THE EXPIRATION DATE



TRIAN ACQUISITION I CORP.



WARRANT



CUSIP 89582E 11 6



THIS CERTIFIES THAT, for value received



is the
registered holder of such number of Warrants set forth above (the “Warrants”),
each such Warrant expiring on the fifth anniversary of the date of the final
prospectus that forms a part of the Registration Statement (unless earlier
redeemed in accordance with the terms hereof) and entitling the holder thereof
to purchase one fully paid and non-assessable share of Common Stock, par value
$0.0001 per share (“Common Stock”), of Trian Acquisition I Corp., a Delaware
corporation (the “Company”). The Warrant entitles the holder thereof to
purchase from the Company, commencing on the later of (i) the consummation by
the Company of a Business Combination or (ii) the first anniversary of the date
of the final prospectus that forms a part of the Registration Statement, such
number of shares of Common Stock of the Company at the price of $7.00 per share
(as such price may be adjusted), upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of the Warrant Agent,
American Stock Transfer & Trust Company (such payment to be made to the
Warrant Agent in lawful money of the United States, by cash, by bank wire
transfer in immediately available funds, or by certified check or bank draft
payable to the Company or on a cashless basis at the option of the Company as
described below), but only subject to the conditions set forth herein and in
the Warrant Agreement. The Warrant Agreement provides that upon the occurrence
of certain events the Warrant Price, the Floor Price and the number of shares
of Common Stock purchasable upon the exercise of each Warrant may, subject to
certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per share at which shares of Common Stock may
be purchased at the time the Warrant is exercised.



          Notwithstanding the foregoing, and subject to Section 7.4 of the Warrant
Agreement, no Warrant may be exercised unless (i) a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance of
Common Stock upon exercise of the Warrant is effective or (ii) in the opinion of counsel
to the Company, the issuance of the Common Stock upon the exercise of the Warrants is
exempt from the registration requirements of the Securities Act.



          No fraction of
a share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a share
of Common Stock, the Company shall, upon exercise, round up to the nearest
whole number the number of shares of Common Stock to be issued to the warrant
holder.



          Upon any exercise of the
Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be
issued to the Registered Holder hereof or his assignee a new Warrant Certificate covering the number of shares of Common Stock for
which the Warrant has not been exercised.



          Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the Registered Holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



          Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge.



          The Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or
other writing hereon made by anyone), for the purpose of any exercise hereof,
of any distribution to the Registered Holder, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.



          This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of the Company.



Dated:_________________ 20,______



TRIAN ACQUISITION I CORP.



By:



TREASURER



BY:




By:



PRESIDENT



COUNTERSIGNED:



AMERICAN STOCK TRANSFER & TRUST COMPANY



AS WARRANT AGENT



AUTHORIZED SIGNATORY





AMERICAN
 BANK NOTE COMPANY.







	
 


	
AMERICAN
 BANK NOTE COMPANY
711 ARMSTRONG LANE

 COLUMBIA, TENNESSEE 38401

 (931) 388-3003


	 

	
SALES: J. Dickinson
 708-385-9112


	 

	
/ ETHER 7 / LIVE JOBS / T / Trian 28839 FC
 Lot 2








	
 


	
PRODUCTION COORDINATOR: TODD DEROSSETT
 931-490-1720

 PROOF OF JANUARY 3, 2008

 TRIAN ACQUISITION I CORP.

 TSB 28839 FC LOT 2


	 

	
Operator:
           AP/R/AP


	 

	
Rev. 2










PLEASE INITIAL THE
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Colors Selected for Printing: Intaglio prints
in SC-7 Dark Blue.




COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation
of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may
appear slightly different from the proof due to the difference between the dyes and printing ink.



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Trian Acquisition I Corp.


          Subject to Section 6.4 of the
Warrant Agreement, the Company may redeem all, but not less than all, of the
Public Warrants, at the option of the Company, at any time after such Warrants
become exercisable and prior to their expiration, at the office of the Warrant
Agent, upon the notice referred to in Section 6.2 of the Warrant Agreement, at
the price of $0.01 per Warrant (the “Redemption Price”); provided, however,
that the last sales price of the Common Stock has been equal to or greater than
the Floor Price on each of 20 trading days within any 30 trading day period
ending three Business Days prior to the date on which notice of redemption is
given; and provided, further that with respect to the Public Warrants and the
Co-Investment Warrants such Warrants (and the Common Stock issuable upon the
exercise of such Warrants) are covered by an effective registration statement
from the date of notice of redemption through the date fixed for redemption. If
the foregoing conditions are satisfied, and the Warrants are called for
redemption, each Registered Holder will be entitled to exercise their Warrants
prior to the date scheduled for redemption. In the event the Company calls the
Warrants for redemption pursuant to Section 6.1 of the Warrant Agreement, the Company
shall have the option to require all (but not part) of the holders of those
Warrants who elect to exercise their Warrants prior to the date scheduled for
redemption to exercise the Warrants on a cashless basis. If the Company
requires holders of the Warrants to exercise the Warrants on a cashless basis,
the holder of such Warrants shall pay the Warrant Price by surrendering such
Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the Redemption
Fair Market Value and the Warrant Price of the Warrants by (y) the Redemption
Fair Market Value. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of redemption shall be
canceled on the books of the Company and have no further value except for the
$0.01 redemption price.


          The securities represented by this Warrant Certificate (including the
securities issuable upon the exercise of the Warrant) are subject to the terms and
conditions set forth in the Second Amended and Restated Warrant Agreement dated as of
January [ ], 2008, by and between the Company and the Warrant Agent (the “Warrant
Agreement”). Copies of such agreement may be obtained by the holder hereof at the
Warrant Agent's principal place of business without charge. Capitalized
terms used herein but not defined shall have the meaning set forth in the
Warrant Agreement.


ELECTION TO PURCHASE


To Be Executed by the Registered Holder in
Order to Exercise Warrants


The
undersigned Registered Holder irrevocably elects to exercise ______________
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


	
 


	
 


	
(PLEASE TYPE OR PRINT NAME AND ADDRESS)


	
 


	
 


	
 


	
 


	
 


	
 


	
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


	
 


	
and be delivered to _____________________________________________________________________________________________________________________________________________________________________


	
(PLEASE PRINT OR TYPE NAME AND ADDRESS)


	
 


	
and, if such
 number of Warrants shall not be all the Warrants evidenced by this Warrant
 Certificate, that a new Warrant Certificate for the balance of such Warrants
 be registered in the name of, and delivered to, the Registered Holder at the
 address stated below:








	
 

	
 

	
 


	
Dated:_____________________________________

	
 

	



	
 

	
 

	
(SIGNATURE)


	
 


	
 

	
 

	



	
 

	
 

	
(ADDRESS)


	
 


	
 

	
 

	



	
 


	
 

	
 

	



	
 

	
 

	
(TAX
 IDENTIFICATION NUMBER)





ASSIGNMENT
To Be Executed by the Registered Holder in Order to
Assign Warrants


	
 

	
 


	
For Value
 Received, ______________________________ hereby sell, assign, and transfer
 unto


	
 


	
 


	
(PLEASE TYPE OR PRINT NAME AND ADDRESS)


	
 


	
 


	
 


	
 


	
 


	
 


	
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


	
 


	
and be delivered to


	
 


	
(PLEASE PRINT OR TYPE NAME AND ADDRESS)


	
 


	
_______________________________ of
 the Warrants represented by this Warrant Certificate, and hereby irrevocably
 constitute and appoint _________________________________ Attorney to transfer
 this Warrant Certificate on the books of the Company, with full power of
 substitution in the premises.


	
 


	
Dated: _____________________________________

	
 


	
 

	
 


	
 

	



	
 

	
(SIGNATURE)





The signature
to the assignment of the subscription form must correspond to the name written
upon the face of this warrant certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.



	
 


	
AMERICAN
 BANK NOTE COMPANY
711 ARMSTRONG LANE

 COLUMBIA, TENNESSEE 38401

 (931) 388-3003


	 

	
SALES: J. Dickinson
 708-385-9112


	 

	
/ ETHER 7 / LIVE JOBS / T / Trian 28839 BK
 Lot 2








	
 


	
PRODUCTION COORDINATOR: TODD DEROSSETT
 931-490-1720

 PROOF OF JANUARY 14, 2008

 TRIAN ACQUISITION I CORP.

 TSB 28839 BK LOT 2


	 

	
Operator:
           AP/R/AP


	 

	
Rev. 3










PLEASE INITIAL THE
APPROPRIATE SELECTION FOR THIS PROOF: ___ OK AS IS ___ OK WITH
CHANGES ___ MAKE CHANGES AND SEND ANOTHER PROOF


NOTE: Text that is sent in by disk or e-mail
is not proofread word for word.