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                                                                   EXHIBIT 10.64

                            SECOND AMENDMENT TO THE
               AFC ENTERPRISES, INC. DEFERRED COMPENSATION PLAN


     THIS SECOND AMENDMENT to the AFC Enterprises, Inc. Deferred Compensation
Plan (the "Plan") is made, as of the 24th day of July 2000, by AFC Enterprises,
Inc. (the "Company").

                             W I T N E S S E T H :

     WHEREAS, the Company maintains the Plan for the benefit of the Company's
key management and highly compensated employees and the key management and
highly compensated employees of its affiliates; and

     WHEREAS, Section 9.1 of the Plan provides that the Administrative Committee
has the right to amend the Plan at any time; and

     WHEREAS, the Administrative Committee desires to amend the Plan to (i)
permit special mid-year deferral elections during the third quarter of 2000,
(ii) permit discretionary employer contributions, (iii) provide that deferral
elections may, at the discretion of the Administrative Committee, remain in
effect for longer than a single Plan year, (iv) permit the revocation of bonus
deferral elections for any calendar quarter as long as such revocation is
submitted before the beginning of such quarter, (v) increase permissible
employee deferrals of base compensation to a maximum of 50 percent, (vi) provide
that each participating company is obligated to transfer the funds necessary to
fund benefits accrued under the Plan to a rabbi trust, and (vii) provide that
certain amendments to the Plan will only be effective with respect to future
contributions and after notice has been provided to all participants;

     NOW, THEREFORE, the Plan hereby is amended, effective October 1, 2000, as
follows:

     1.   During the third quarter of 2000, each Participant may modify his
Deferral Election and/or his Annual Bonus Election with respect to his
Compensation for the payroll periods ending on and after October 1, 2000;
provided, no such Deferral or Annual Bonus Election may be made after September
17, 2000. Except as provided in the preceding sentence, such Deferral and Annual
Bonus Elections shall remain subject to the terms of Deferral and Annual Bonus
Elections otherwise provided for in the Plan, as amended by this Second
Amendment.

     2.   Article I of the Plan is hereby amended by adding thereto, immediately
following Section 1.13, the following new Section:

          1.13A  Discretionary Contributions shall mean the amount (if any)
                 ---------------------------
     credited to a Participant's Account pursuant to Section 3.3A.
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     3.   Section 3.1(a) of the Plan is hereby amended by deleting said Section
in its entirety and by substituting in lieu thereof the following:

          (a)  Establishment of Accounts. The Administrative Committee shall
               -------------------------
     establish and maintain an Account on behalf of each Participant. Each
     Account shall be credit with (i) Deferral Contributions, (ii) Matching
     Contributions, (iii) Discretionary Contributions, and (iv) earnings
     attributable to such Account, and shall be debited by distributions.
     Each Account of a Participant shall be maintained until the vested
     value thereof has been distributed to or on behalf of such Participant
     or his Beneficiary.

     4.   Section 3.1(c) of the Plan is hereby amended by deleting said Section
in its entirety and by substituting in lieu thereof the following:

          (c)  Several Liabilities. Each Participating Company shall be
               -------------------
     severally (and not jointly) liable for the payment of benefits under
     the Plan in an amount equal to the total of (i) all undistributed
     Deferral Contributions withheld from Participant's Compensation paid
     or payable by each such Participating Company, (ii) all undistributed
     Matching Contributions attributable to Deferral Contributions described
     in clause (i) hereof, (iii) all undistributed Discretionary Contributions
     credited for the period such Participant was employed by such
     Participating Company, and (iv) all undistributed earnings attributable
     thereto. The Administrative Committee shall allocate the total liability
     to pay benefits under the Plan among the Participating Companies
     pursuant to this formula, and the Administrative Committee's
     determination shall be final and binding.

     5.   Section 3.2(b) of the Plan is hereby amended by deleting said Section
in its entirety and by substituting in lieu thereof the following:

          (b)  Term. Each Participant's Deferral Election shall remain in effect
               ----
     for all such Compensation earned during a Plan Year, or such other
     period as determined by the Administrative Committee in its sole
     discretion, until the earliest of (i) the last day of such Plan Year
     (or other period determined by the Administrative Committee), (ii) the
     date the Participant ceases to be an active Participant, (iii) the date
     the Participant revokes such Deferral Election, or (iv) with regard
     to Deferral Elections that the Administrative Committee has determined
     will remain in effect for more than a single Plan Year, the date the
     Participant makes a subsequent Deferral Election for a future Plan
     Year (see subsection (a)(ii) hereof). If a Participant is transferred
     from the employment of one Participating Company to the employment of
     another Participating Company, his Deferral Election with the first
     Participating Company will remain in effect and will apply to his
     Compensation from the second Participating Company until the earlier
     of those events set forth in the preceding sentence.

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     6.   Section 3.2(c) of the Plan is hereby amended by deleting said Section
in its entirety and by substituting in lieu thereof the following:

          (c)  Amount. A Participant may elect to defer his Compensation
               ------
     payable in each regular paycheck in 1 percent increments, up to a
     maximum of 50 percent (or such other maximum percentage or amount, if
     any, established by the Administrative Committee from time-to-time).

     7.   Section 3.2(d) of the Plan is hereby amended by adding to the end of
said Section the following:

     Unless otherwise provided by the Administrative Committee in its sole
     discretion, a revocation of a Participant's Deferral Election shall
     revoke his Annual Bonus Election, if any, effective as of the first
     calendar quarter beginning after the date on which such revocation is
     received by the Administrative Committee.

     8.   Section 3.2(e)(ii) of the Plan is hereby amended by deleting said
Section in its entirety and by substituting in lieu thereof the following:

          (ii) Such Annual Bonus Election shall remain in effect only for
     the Plan Year for which it is effective, or such other period as
     determined by the Administrative Committee in its sole discretion,
     unless the Participant revokes such Annual Bonus Election or, with
     regard to Annual Bonus Elections that the Administrative Committee
     has determined will remain in effect for more than a single Plan Year,
     the Participant makes a subsequent Annual Bonus Election for a future
     Plan Year.

     9.   Section 3.2(e) of the Plan is hereby amended by adding thereto,
immediately following Section 3.2(e)(v), the following new Section:

     (vi) A Participant may revoke his Annual Bonus Election for any
     calendar quarter by delivering a written notice of revocation to
     the Administrative Committee before the beginning of such calendar
     quarter; provided, any such revocation shall be effective for the
     remainder of the Plan Year. A Participant who revokes an Annual Bonus
     Election may enter into a new Annual Bonus Election with respect to
     his Compensation for any subsequent Plan Year by making such Annual
     Bonus Election on or before the last day of the Plan Year immediately
     preceding the Plan Year for which he desires to participate and in
     which the Annual Bonuses to be deferred are payable. Unless otherwise
     provided by the Administrative Committee in its sole discretion, a
     revocation of a Participant's Annual Bonus Election shall revoke his
     Deferral Election, if any, effective as soon as practicable after
     the date on which such revocation is received by the Administrative
     Committee.

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     10.  Article III of the Plan is hereby amended by adding thereto,
immediately following Section 3.3, the following new Section:

          3.3A Discretionary Contributions.
               ---------------------------

               At such time or times, in such amount(s) and under such
     terms, as a Participating Company (by separate agreement) or the
     Administrative Committee, in its sole discretion, may determine,
     the Administrative Committee may, but shall not be required to,
     credit to the Account of any Eligible Employee a Discretionary
     Contribution. Any such contribution may be credited to any one or
     more of such Eligible Employee's subaccounts (i.e., his subaccount
                                                  ----
     credited with Deferral Contributions or his subaccount credited with
     Matching Contributions), and such contribution shall take on the
     characteristics (such as the vesting schedule(s)) applicable to
     other funds in such subaccount(s). To the extent any special
     characteristics are to apply to any Discretionary Contributions,
     the Administrative Committee shall specify these on an exhibit to
     the Plan and shall credit the Discretionary Contributions to a
     separate subaccount.

     11.  Section 3.5(d) of the Plan is hereby amended by adding to the end of
said Section the following:

     Discretionary Contributions shall be credited with earnings from
     the date the Administrative Committee determines, in its sole
     discretion, that such amounts have been effectively credited to the
     Participant's Account.

     12.  Section 3.6 of the Plan is hereby amended by adding to the end of said
Section the following:

     (See Section 3.3A with respect to the vesting of Discretionary
     Contributions.)

     13.  Section 5.1(a) of the Plan is hereby amended by deleting said Section
in its entirety and by substituting in lieu thereof the following:

          (a)  General Rule Concerning Benefit Payments. In accordance with
               ----------------------------------------
     the terms of subsection (b) hereof, if a Participant terminates his
     employment with the Controlling Company and all other members of the
     Controlled Group for any reason other than death, he (or his
     Beneficiary, if he dies after such termination of employment but
     before distribution of his Account) shall be entitled to receive or
     begin receiving a distribution of the total of: (i) the entire vested
     amount credited to his Account, determined as of the Valuation Date
     on which such distribution is processed; plus (ii) the vested amount
                                              ----
     of Deferral, Matching and Discretionary Contributions made since such
     Valuation Date; and minus (iii) the amount of any distributions made
                         -----
     to the Participant since such Valuation Date. For purposes of this
     subsection, the "Valuation Date on which such distribution is
     processed" refers to the Valuation Date established for such purpose
     by administrative

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     practice, even if actual payment is made or commenced at a later
     date due to delays in valuation, administration or any other procedure.

     14.  Section 5.1(b)(i) of the Plan is hereby amended by deleting said
Section in its entirety and by substituting in lieu thereof the following:

          (i)  Except as provided in subsection (b)(ii) hereof, with
     respect to Deferral and Matching Contributions or unless the
     Administrative Committee specifies otherwise with respect to
     Discretionary Contributions, the vested benefit payable to a
     Participant under this Section shall be made or commenced as soon
     as administratively feasible after the Participant terminates his
     employment with the Controlling Company and all other members of
     the Controlled Group for any reason other than death.

     15.  Section 5.3 of the Plan is hereby amended by deleting the first
sentence of said Section and by substituting in lieu thereof the following:

     If a Participant dies before payment of his benefit from the Plan is
     made or commenced, the Beneficiary or Beneficiaries designated by
     such Participant in his latest beneficiary designation form filed
     with the Administrative Committee shall be entitled to receive a
     distribution of the total of (i) the entire vested amount credited
     to such Participant's Account, determined as of the Valuation Date
     on which such distribution is processed; plus (ii) the vested amount
                                              ----
     of Deferral, Matching and Discretionary Contributions made since
     such Valuation Date; and minus (iii) the amount of any distributions
                              -----
     made to the Participant since such Valuation Date.

     16.  Section 5.4(b) of the Plan is hereby amended by deleting the first
sentence of said Section and by substituting in lieu thereof the following:

     Notwithstanding any other provision of this Article V to the
     contrary, a Participant may elect, at any time prior to termination
     of his employment with the Controlling Company and all other members
     of the Controlled Group, to receive a distribution of a portion of
     the total of (i) the entire vested amount credited to his Account,
     determined as of the Valuation Date on which such distribution is
     processed; plus (ii) the vested amount of Deferral Contributions,
                ----
     Matching Contributions and Discretionary Contributions made since
     such Valuation Date; and minus (iii) the amount of any distributions
                              -----
     made to the Participant since such Valuation Date.

     17.  Section 7.2(a) of the Plan is hereby amended by deleting the first
sentence of said Section and by substituting in lieu thereof the following:

     The Participating Companies shall transfer to the Trustee all
     Deferral Contributions made by Participants as well as such other
     assets as the Administrative Committee or Company may determine,
     and such amounts shall

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     be held and administered by the Trustee pursuant to the terms of
     the Trust Agreement.

     18.  Section 9.1 of the Plan is hereby amended by deleting said Section in
its entirety and by substituting in lieu thereof the following:

          9.1  Amendments.
               ----------

               The Administrative Committee shall have the right, in
     its sole discretion, to amend the Plan in whole or in part at any
     time and from time to time. Any amendment shall be in writing and
     executed by a duly authorized officer of the Controlling Company.
     An amendment to the Plan may modify its terms in any respect
     whatsoever, and may include, without limitation, a permanent or
     temporary freezing of the Plan such that the Plan shall remain in
     effect with respect to existing Account balances without permitting
     any new contributions; provided, no such action may reduce the
     amount already credited to a Participant's Account without the
     affected Participant's written consent; and further provided, any
     amendment (other than one required by law to preserve the tax-
     deferred nature of the Plan) that (i) relieves a Participating
     Company from its obligation to transfer the funds necessary to
     fund benefits accrued hereunder to the Trust Fund pursuant to
     Section 7.2(a), or (ii) diminishes or eliminates a Participant's
     ability to take in-service distributions as provided for in
     Section 5.4 shall be effective only after notice of such amendment
     has been provided to all Participants and only with respect to
     contributions credited after such notice has been so provided. All
     Participants and Beneficiaries shall be bound by such amendment.

     19.  Except as otherwise specified herein, the Plan shall remain in full
force and effect.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to
execute this Second Amendment on the date first above written.

                                        AFC ENTERPRISES, INC.


                                        By: /s/ Gary Hunt
                                            -----------------------------------

                                        Title:  Vice President and Treasurer
                                              ---------------------------------

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