MAFCO WORLDWIDE CORPORATION BENEFIT RESTORATION PLAN

a)

The BRP . The Mafco Worldwide Corporation Benefit Restoration Plan was originally established effective as of January 1, 1994 to supplement benefits under the Mafco Worldwide Corporation Defined Benefit Pension Plan (the " Tax-Qualified Plan "): the BRP provided pension benefits on a portion of participant compensation disregarded under the Tax-Qualified Plan due to the limits on pensionable compensation imposed by Section 401(a)(17) of the Code, as amended by OBRA ‘93. The BRP was subsequently amended and restated, effective as of January 1, 1997, to increase the amount of compensation (disregarded under the Tax-Qualified Plan) with respect to which participants could earn pension benefits hereunder, and was amended and restated effective February 15, 2001 in accordance with the 2001 plan restructuring described in 1(d) below.

b)

The BRP Sponsors . This BRP was originally sponsored by a predecessor company also named MAFCO Worldwide Corporation (" Old MAFCO "). On November 25, 1996, Old MAFCO was merged with and into Pneumo Abex Corporation (" Pneumo ") with Pneumo being the surviving corporation. In conjunction with this merger, Pneumo assumed all of the rights, liabilities and obligations of Old MAFCO with respect to Old MAFCO’s employee benefit plans, including the Tax-Qualified Plan and this BRP, including the sponsorship thereof. On October 29, 2004, in connection with a corporate reorganization, Pneumo transferred to a newly created company, MAFCO Worldwide Corporation (the " Company "), all of the assets and liabilities associated with the licorice products business of Pneumo including all of the rights, liabilities and obligations of Pneumo with respect its employee benefit plans, including the Mafco Worldwide Corporation Replacement Defined Benefit Pension Plan and this BRP, including the sponsorship thereof.

c)

BRP Participants — A "Participant" is an employee of the Company (or an affiliate of the Company) designated by the Committee as a participant in the BRP.

d)

2001 Plan Restructuring . The Company restructured its retirement program in the year 2001: (i) effective as of the close of business on February 15, 2001, participants in the Tax-Qualified Plan ceased to earn any additional pension

benefits under the Tax-Qualified Plan, in connection with the termination of the Tax-Qualified Plan (and with the pension benefits otherwise payable under the Tax-Qualified Plan being thereafter instead provided exclusively under Group Annuity Contract No. 15151 GAC, issued by the John Hancock Life Insurance Company (the " Hancock Contract "); and (ii) effective February 15, 2001, the Company established the Mafco Worldwide Corporation Replacement Defined Benefit Pension Plan (the " Tax-Qualified Replacement Plan "), to continue the program of pension benefits previously provided by the terminated Tax-Qualified Plan.

a)

Effective January 1, 2009, this BRP is amended and restated, principally for the purposes of adding provisions required to comply with Section 409A of the Code.

b)

The terms of this BRP, as amended and restated effective January 1, 2009, shall be applied with respect to

i)

each participant in the Tax-Qualified Replacement Plan and

ii)

each individual who is not a participant in the Tax-Qualified Replacement Plan but who was a participant in the terminated Tax-Qualified Plan.

c)

Effective January 1, 2009, the BRP includes two components:

i)

The benefits under the BRP that were accrued and vested on December 31, 2004 (the " Grandfathered Benefits ") comprise the first component. The terms of the BRP as in effect on December 31, 2004 shall govern the Grandfathered Benefits. Sections 8, 9 and 10 (Time of Payment for Non-Grandfathered Benefits, Method of Payment for Non-Grandfathered Benefits and Payments of Non-Grandfathered Benefits on Death, respectively) as reflected in this Section 409A Restatement shall not apply to the Grandfathered Benefits.

ii)

The benefits under the BRP that were accrued or vested on or after January 1, 2005 (the " Non-Grandfathered Benefits ") comprise the second component.

a)

Tax-Qualified Replacement Plan Participants . If a benefit becomes payable to (or in respect of) a participant in the Tax-Qualified Replacement Plan, the Company will pay the participant (or his or her beneficiary) a benefit equal to the excess of:

i)

the benefit such person would have received under the Tax-Qualified Replacement Plan if (A) the Code Section 40l(a)(l7) maximum compensation limitation under the Tax-Qualified Replacement Plan was instead $500,000 and (B) the limitations of Code Section 415 did not apply thereunder, over

ii)

the benefit payable to (or in respect of) such person under the Tax-Qualified Replacement Plan (which benefits are offset by the amount payable under the Hancock Contract).

b)

Rule for Certain Participants Entitled to Benefits Under the Hancock Contract . With respect to an individual who is not a participant in the Tax-Qualified Replacement Plan but who was a participant in the terminated Tax-Qualified Plan, the benefit payable to or in respect of such person shall be determined under the applicable provisions of the BRP as in effect prior to February 15, 2001, taking into account amounts payable under the Hancock Contract as payments from the Tax-Qualified Plan itself.

a)

Rule for Tax-Qualified Replacement Plan Participants . All payments of Grandfathered Benefits under this BRP shall, except as provided in the following subsections (b) and (c), be made at the same time and in the same form and manner as the corresponding payments would have been ma