EXHIBIT
4.3


AMENDMENT
TO

UNIT SUBSCRIPTION AGREEMENT


                    This
AMENDMENT to the UNIT SUBSCRIPTION AGREEMENT (this “Subscription Amendment
Agreement”) is made as of January 23, 2008, by and between Trian
Acquisition I Corp., a Delaware corporation (the “Company”), and Trian
Acquisition I, LLC (the “Sponsor”), a Delaware limited liability
company.


                    WHEREAS,
pursuant to the Unit Subscription Agreement, dated as of October 29, 2007,
between the Company and the Sponsor (the “Subscription Agreement”), the
Company issued and sold to the Sponsor an aggregate of 21,562,500 units (the “Sponsor
Units”), each consisting of one share of common stock, par value $0.0001
per share, of the Company (“Common Stock”) and one warrant (a “Warrant”)
entitling the holder thereof to purchase one share of Common Stock for $7.00,
subject to adjustment (such warrants, the “Initial Sponsor Warrants”); 


                    Whereas,
on December 31, 2007, the Sponsor separately transferred 1,775,000 shares of
Common Stock included in the Sponsor Units to certain persons and as a result
holds 19,787,500 Sponsor Units and 1,775,000 separate Initial Sponsor Warrants;
and


                    Whereas,
on January 23, 2008, the Company declared a dividend in the amount of 0.06667
shares of Common Stock per share of Common Stock issued and outstanding (the “Stock
Dividend”).


                    NOW,
THEREFORE, for and in consideration of the promises and mutual covenants set
forth herein, the parties hereto agree as follows


                              1.
Amendment to Subscription Agreement. The Company and the Sponsor hereby
agree that following the Stock Dividend, Section 3 of the Subscription
Agreement is hereby amended in its entirety to read as follows:


	
 

	
 


	
 

	
“3. Redemption of Units. If and to the extent
  that the underwriters for the Initial Public Offering (the “Underwriters”)
  do not exercise in full their option to purchase up to 12,000,000 Units to
  cover over-allotments (as described in the Registration Statement) prior to
  the expiration or termination of such option, the Company shall redeem, at
  $0.0011 in cash per Sponsor Unit, up to 3,000,000 Sponsor Units from the
  holders thereof on a pro rata basis in an amount sufficient to cause the
  number of shares of Common Stock underlying the outstanding Sponsor Units
  held by the Purchaser and the Common Stock held by the other stockholders of
  the Company prior to the Initial Public Offering (and, in each case, their
  permitted transferees) to equal 20% of the Company’s then-outstanding Common
  Stock after giving effect to the Initial Public Offering (without giving
  effect to any Units purchased by the Purchaser or any such other persons in
  the Initial Public Offering) and the exercise, if any, of the Underwriters’
  over-allotment option. The parties shall give effect to this












	
 

	
 


	
 

	
mandatory redemption of Sponsor Units within ten
  business days following the earlier to occur of the expiration or termination
  of the Underwriters’ over-allotment option. If the Underwriters exercise
  their over-allotment option in full, the Company shall have no right or
  obligation to redeem any of the Sponsor Units.”


	
 

	
 


	
                              2.
  No Other Changes. Except as expressly provided for by this
  Subscription Amendment Agreement, the Subscription Agreement shall remain in
  full force and effect.


	
 

	
 


	
                              3.
  Governing Law. This Subscription Amendment Agreement shall be governed
  and construed in accordance with the laws of the State of Delaware, without
  regard to the conflicts of laws rules of such state.


	
 

	
 


	
                              4.
  Amendments. This Subscription Amendment Agreement may not be amended
  or modified except in a writing executed by the parties hereto.


	
 

	
 


	
                              5.
  Counterparts. This Subscription Amendment Agreement may be executed in
  any number of counterparts, each of which shall be deemed an original and all
  of which together shall be deemed to be one and the same instrument.





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intentionally left blank]






                    IN
WITNESS
WHEREOF, this Subscription Amendment
Agreement has been duly executed by the parties hereto as of the date first
above written.


	
 

	
 

	
 


	
 

	
TRIAN
  ACQUISITION I, LLC


	
 

	
 


	
 

	
By:

	
/s/ Edward P. Garden


	
 

	
 

	



	
 

	
 

	
Name: Edward P. Garden


	
 

	
 

	
Title: Member


	
 

	
 

	
 


	
 

	
TRIAN
  ACQUISITION I CORP.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Greg Essner


	
 

	
 

	



	
 

	
 

	
Name: Greg Essner


	
 

	
 

	
Title: Treasurer, Chief Financial Officer 

          and Assistant Secretary