First: The Corporation desires to amend its charter by striking in its entirety all of
Article I of its Articles of Amendment and Restatement set forth in recital Second
thereof, by substituting in lieu thereof the following;
 ARTICLE I
 NAME




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ATTEST:
    
    DEERFIELD CAPITAL CORP.By: /s/ Frederick L. White
    
    By:/s/ Jonathan W. TrutterName: Frederick L. White
Title:   Secretary
    
    Name: Jonathan W. Trutter
Title:   Chief Executive Officer




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ATTEST:
    
    
    
    DEERFIELD TRIARC CAPITAL CORP./s/
    
    Frederick White
    
    
    
    By:
    
    /s/ Peter Rothschild
    
    (SEAL)Secretary
    
    
    
    
    
    Interim Chairman




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DEERFIELD TRIARC CAPITAL CORP.
 ARTICLES SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF PREFERRED STOCK
 Corporation
 FIRST Board Preferred Stock
 Designation and Number Series A Preferred Stock
 Rank
 Dividends
  (i) First
Dividend Record Date




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ii)
 iii) (ii)
  REIT provided
 capital gain
dividends
 2




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Liquidation Preference
 Liquidation Preference
   3




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No Optional Redemption
 Mandatory Redemption by the Corporation
 Redempt on.
 Redemption Date Redemption Price)
   4




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b Procedures for Redemption
    5




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Status of Redeemed Shares
 Voting Rights
  Preferred Dividend Default Preferred Stock Directors
  6




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Mandatory Conversion of the Series A Preferred Stock
  7




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8




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9




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10




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Transaction Constituent Person Non-Electing Share
 11




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12




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13




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Restrictions on Transfer, Acquisition and Redemption of Shares
  14




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Definitions.
 Change in Control
       Conversion Date
 Conversion Price
 15




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Conversion Vote
 Current Market Price
 Dividend Payment Date
 Dividend Period
 Dividend Record Date
 Fair Market Value
 First Dividend
 16




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Junior Stock
 SECOND
 THIRD
 FOURTH
 FIFTH
 17




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DEERFIELD TRIARC CAPITAL CORP.By:

/s/  Peter
H. RothschildName:
    
    Peter H. RothschildTitle:
    
    Interim Chairman of Board of
Directors of Deerfield Triarc Capital Corp.ATTEST:By:
    /s/  Frederick L. WhiteName:
    
    Frederick L. WhiteTitle:
    
    Secretary 18




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DEERFIELD TRIARC CAPITAL CORP.
 ARTICLES OF AMENDMENT AND RESTATEMENT
 FIRST
 SECOND
 ARTICLE I
 NAME
  ARTICLE
 PURPOSE




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ARTICLE III
 RESIDENT AGENT AND PRINCIPAL OFFICE IN MARYLAND
  ARTICLE IV
 PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
 Number of Directors
 
 2




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Extraordinary Actions
 3




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Authorization by Board of Stock Issuance
 Preemptive Rights and Appraisal Rights
 4




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Indemnification
   5




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Determinations by Board
 REIT Qualification
 6




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Removal of Directors
 ARTICLE V
 STOCK
 Authorized Shares
 7




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Common Stock
 Preferred Stock
 Classified or Reclassified Shares
 8




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Charter and Bylaws
 ARTICLE VI
 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
 Definitions
 Beneficial Ownership
 Benefit Plan Investor
 9




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Business Day
 Capital Stock
 Charitable Beneficiary
 Charitable Trust
 Code
 Constructive Ownership
 10




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Controlling Person
 Excepted Holder
 Excepted Holder Limit
 11




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Initial Date
 Initial Purchasers
 Insignificant Participation Exception
 Market Price
 12




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NYSE
 Person
 Plan Asset Regulations
 Prohibited Owner
 13




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Publicly Offered Securities
 REIT
 Restriction Termination Date
 Stock Ownership Limit
 Transfer
 14




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Trustee
 Capital Stock
 Ownership Limitations
 Basic Restrictions
   15




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16




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Transfer in Trust/Transfer Void Ab Initio
   Remedies for Breach
 17




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provided however
 Notice of Restricted Transfer
 Owners Required To Provide Information
  18




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Remedies Not Limited
 Ambiguity
 19




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Exceptions
  20




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Change in Common Stock Ownership Limit and Excepted Holder Limits For Ross
Financial Corporation and W. A. Dart Foundation
 21




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22




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Legend
 Transfer of Capital Stock in Trust
 Ownership in Trust
 Status of Shares Held by the Trustee
 23




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Dividend and Voting Rights
 Sale of Shares by Trustee
 24




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Purchase Right in Stock Transferred to the Trustee
 25




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Designation of Charitable Beneficiaries
 NYSE Transactions
 26




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Deemed ERISA Representations
 Enforcement
 Non-Waiver
 Severability
 27




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ARTICLE VII
 AMENDMENTS
  ARTICLE VIII
 LIMITATION OF LIABILITY
  THIRD
 28




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FOURTH
 FIFTH
 SIXTH
 SEVENTH
 EIGHTH
 NINTH
 29




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ATTEST:
    
    
    
    Deerfield Triarc Capital Corp./s/
Frederick L. White
    
    
    
    By:
    
    /s/ Jonathan W. Trutter
    
    (SEAL)Frederick
L. White
    
    
    
    
    
    Jonathan W. TrutterSecretary
    
    
    
    
    
    Chief Executive Officer
 30