CARROLS CORPORATION & SUBSIDIARIES AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

2.1.

“Active Participant” means a Participant who is currently having Deferred Salary credited to his Deferral Account hereunder.

2.2.

“Affiliate” shall mean the Company and any entity affiliated with the Company within the meaning of Code Section 414(b) with respect to a controlled group of corporations, Code Section 414(c) with respect to trades or businesses under common control with the Company, Code Section 414(m) with respect to affiliated service groups and any other entity required to be aggregated with the Company under Section 414(o) of the Code. No entity shall be treated as an Affiliate for any period during which it is not part of the controlled group, under common control or otherwise required to be aggregated under Code Section 414.

2.3.

“Beneficiary” means the individual designated by the Participant, on a form acceptable by the Committee, to receive benefits payable under this Plan in the event of the Participant’s death. If no Beneficiary is designated, the Participant’s Beneficiary shall be his legal spouse, or if the Participant is not married, the Participant’s estate. Upon the acceptance by the Committee of a new beneficiary designation form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last beneficiary designation form filed by the Participant and accepted by the Committee prior to his death.

2.4.

“Board” shall mean the Board of Directors of the Company.

2.5.

“Bonus” means the amount payable to the Participant by any Employer under any bonus plan or arrangement or any other performance compensation plan, program or arrangement under which the Company pays an amount of cash remuneration to an Employee above such Employee’s Salary.

2.6.

“Carrols Restaurant Group” means Carrols Restaurant Group, Inc.

(a)

“Code” means the Internal Revenue Code of 1986, as amended and as hereafter amended from time to time.

2.7.

“Committee” means Carrols Restaurant Group’s Compensation Committee or such sub-committee appointed by the Compensation Committee to administer the Plan.

2.8.

“Company” means Carrols Corporation, a Delaware corporation, and any successor corporation by merger, consolidation or transfer of assets.

2.9.

“Deferral Agreement” means an agreement entered into between a Participant and the Employer to authorize the Employer to reduce the Participant’s Salary and/ Bonus and credit the amount of such reduction to the Plan. A Deferral Agreement shall contain such provisions, consistent with the provisions of the Plan, as may be established from time to time by the Employer (through the Committee).

2.10.

“Deferred Benefit” means the benefit payable under the Plan, which shall be payable in accordance with Section 7 hereof.

2.11.

“Deferred Bonus” means the amount of Bonus, if any, deferred by a Participant pursuant to Section 4.

2.12.

“Deferred Salary” means the amount of Salary, if any, deferred by a Participant pursuant to Section 4.

2.13.

“Deferral Period” means, with regard to each Deferred Salary and/or Deferred Bonus, the period of deferral selected by the Participant for the period described in Section 4.1, adjusted for any extensions to the Deferral Period made pursuant to Section 4.3.

2.14.

“Disability” occurs with respect to a Participant if such Participants meets one of the following requirements (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expect to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The determination of whether a Participant has incurred a Disability shall be made in a manner consistent with the requirements of Treasury Regulation 1.409A-3(i)(4).

2.15.

“Earnings” means, for any Plan Year, earnings on amounts in the Salary Deferral Account computed in accordance with Section 5 hereof.

2.16.

“Effective Date” means March 1, 2005.

2.17.

“Eligible Employee” means any Employee who is selected by the Board and who is a member of a select group of management or is a highly compensated employee (within the meaning of Section 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended), provided that any Employee eligible to participate in the Company’s 401(k) plan shall not be an Eligible Employee.

2.18.

“Employee” means any person classified as an employee that is to receive a W-2 from the Employer on its payroll system. Employee does not include persons classified as independent contractors at the time (whether or not reclassified).

2.19.

“Employer” means the Company and any Affiliate which has adopted this Plan.

2.20.

“Participant” means any Eligible Employee who shall have become an Active Participant in the Plan and any individual with a balance credited to his Salary Deferral Account.

2.21.

“Plan” means the Carrols Corporation Amended and Restated Deferred Compensation Plan.

2.22.

“Plan Year” means the calendar year.

2.23.

“Salary” means a Participant’s base cash compensation for services paid by the Employer to the Participant. Salary shall not include commissions, bonuses, overtime pay, incentive compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, non-cash compensation or any other additional compensation but shall include amounts reduced pursuant to a Participant’s salary reduction agreement under Sections 125 or 132 of the Code (if any) or a nonqualified elective deferred compensation arrangement to the extent that in each such case the reduction is to base salary.

2.24.

“Salary Deferral Account” means the account to which a Participant’s book entry contributions made pursuant to Section 4 herein shall be credited.

2.25.

“Separation from Service” shall have the meaning given such term in Section 409A of the Code and such regulations as have been or may be promulgated thereunder.

2.26.

“Service” means the period of time during which the Participant was considered employed by the Employer and ending on his Separation from Service, Disability or death. For all purposes of the Plan, Service shall be expressed as years and a fraction of a year, with such fraction representing completed months of employment.

2.27. “Unforeseeable

Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The existence of an Unforeseeable Emergency shall be determined in a manner consistent with the requirements of Treasury Regulation 1.409A-3(i)(3). Examples of Unforeseeable Emergency could include the imminent foreclosure of or eviction from the Participant’s primary residence, the need to pay medical expenses, included non-refundable deductibles, as well as the costs of prescription drug medication, or the need to pay funeral expenses for a spouse, beneficiary or dependent. As a general matter, Unforeseeable Emergency will not include the purchase of a home or the payment of college tuition.

4.1.

Deferral Agreement. An Eligible Employee may elect, on a Deferral Agreement, to defer receipt of all or a specified percentage of his Salary and, if applicable, all or a specified percentage of his Bonus (unless specified otherwise by the Committee), payable with respect to a Plan Year. At the time of the deferral election, a Participant shall also elect the length of the Deferral Period in years, which Deferral Period shall begin on the last day of the calendar year with regard to which the Salary and/or Bonus deferred relates and shall be paid on or about January 15 ^th of the calendar year immediately following the appropriate anniversary (e.g., a 2 year deferral made with respect to 2008 shall be paid on or about January 15 2011). Deferred Salary and/or Deferred Bonus shall be credited to a Salary Deferral Account in the name of the Participant on the date such amount would otherwise be payable to the Participant. Any election to defer payment of a portion of a Participant’s Salary and/or Bonus shall be made by the Participant in writing to the Committee on a Deferral Agreement on or before the last day of the Plan Year preceding the Plan Year in which the Salary and/or Bonus is earned, and shall apply on a pro rata basis with respect to the entire amount of Salary and/or Bonus earned in or for such Plan Year, whenever payable, or on such other basis as may be agreed to by the Committee. Any such election made by the last day of the preceding Plan Year shall become effective on the first day of the following Plan Year. If no new election is made with respect to any subsequent Plan Year, the Salary and/or Bonus earned in such Plan Years shall not be deferred under the Plan.

4.2.

Irrevocability of Deferral Agreement . Subject to Section 7 of the Plan, an election to defer Salary and/or Bonus hereunder is irrevocable and is valid only for the Plan Year following the election. If no new election is made with respect to any subsequent Plan Year, the Salary and/or Bonus earned in such Plan Years shall not be deferred under the Plan. A Participant shall not be entitled to, and the Employer shall not be obligated to pay to such Participant, the whole or any part of the amounts deferred under the Plan, except as provided in the Plan. Notwithstanding the previous sentence, upon the request of a Participant, the Committee, in its sole discretion, may permit the Participant to revoke his Deferral Agreement with respect to future Salary and/or Bonus due to the Participant’s Unforeseeable Emergency. A Participant who revokes a Deferral Agreement pursuant to this Section 4.2 shall not be entitled to enter into a new Deferral Agreement during a

suspension period which shall commence with respect to the pay period which follows the pay period which includes the date of such revocation, and shall continue until the first calendar year commencing more than six (6) months after such revocation.

4.3.

Redeferrals. A Participant may extend his Deferral Period by an additional set number of years by providing written notice (in a form acceptable to the Committee) delivered to the Committee, provided , however , that any such redeferral must (i) not take effect until at least 12 months after the date on which the redeferral election is made, (ii) extend the Deferral Period by not less than five (5) years and (iii) be made not less than 12 months before the date the payment is scheduled to be made.

4.4.

Earnings . Earnings shall be credited to a Participant’s Salary Deferral Account as provided in Section 5 below.

7.1.

Amount of Deferred Benefit . A Participant’s Deferred Benefit shall consist of the vested balance in his Salary Deferral Account.

7.2.

Time of Deferred Benefit. Except as provided in Sections 7.4, 7.5, 7.6 or 8 below, a Participant’s Deferred Benefit and the Earnings shall be paid, or commence being paid, to the Participant, in the form specified in Section 7.3, at the earlier of (i) upon the end of the applicable Deferral Period; or (ii) within sixty (60) after Separation from Service (other than as a result of death or Disability); provided , however , that in the event that a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder, then any amounts due upon a Separation from Service (other than as a result of death or Disability) shall be delayed until the date that is six (6) months after the date of the Separation from Service (or, if earlier, the date of death of the Participant).

7.3.

Form of Deferred Benefit. A Participant’s Deferred Benefit and the Earnings attributable thereto shall be paid