TRIAN ACQUISITION I CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHAREOF COMMON STOCK

N U M B E R

U N I T S

U

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 89582E 20 7

TRIAN ACQUISITION I CORP.

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT

is the owner of

Units.

Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Trian Acquisition I Corp., a Delaware corporation (the “Company”), and one warrant (the “Warrants”). Each 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 (as defined in the Warrant Agreement) or (ii) one year from 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 $7.50 per share (as such price may be adjusted), but only subject to the conditions set forth in the Warrant Agreement. Each Warrant will become exercisable on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) [____], 2009, and will expire unless exercised before 5:00 p.m. New York City Time, on [_____], 2012. or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to [_____], 2008, unless Deutsche Bank Securities or Merrill Lynch & Co. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of November 1, 2007, between the Company and American Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance thereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 59 Maiden Lane, New York, New York 10038, and are available to any Warrant holder on written request and without cost.
     This Certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
     Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

     Dated: _______________, 20____

By:

SECRETARY

PRESIDENT

Colors Selected for Printing: Intaglio prints in SC-13 Red.

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