EXHIBIT 10.1


                    AMENDMENT NO. 2 TO TRIARC COMPANIES, INC.
               AMENDED AND RESTATED 2002 EQUITY PARTICIPATION PLAN

     The Triarc Companies,  Inc. Amended and Restated 2002 Equity  Participation
Plan, as amended (as so amended, the "Plan") is hereby amended as follows, to be
effective as of March 26, 2007,  subject to approval of this  Amendment No. 2 by
the  holders of a  majority  of the votes  cast on a  proposal  to approve  this
Amendment No. 2 at the next Annual Meeting of Stockholders of Triarc  Companies,
Inc.,  currently  scheduled to be held on June 6, 2007,  provided that the total
votes cast on the  proposal  represent  over 50% in interest  of all  securities
entitled to vote on the proposal:

     1. Items 9 and 10 following  the first  paragraph of Section 27 of the Plan
are  replaced  in their  entirety  and new  Items 11 and 12 are added to read as
follows:

               9.  stock price;

               10. net investment income;

               11. consolidated   net   income,   plus   (without
                   duplication and only to the extent such amount
                   was deducted in calculating such  consolidated
                   net income)  interest  expense,  income taxes,
                   depreciation expense and amortization expense;
                   or

               12. aggregate  consolidated  net  income  for  the
                   applicable    fiscal   year    determined   in
                   accordance   with  United   States   generally
                   accepted  accounting  principles  as in effect
                   from time to time ("GAAP"), applied on a basis
                   consistent  with past  practice,  modified  as
                   follows (as so modified, "Modified EBITDA"):

                   plus(without   duplication  and  only  to  the
                   extent such amount was deducted in calculating
                   such  consolidated  net income) the  following
                   items on a  consolidated  basis:  (a) interest
                   expense;  (b) income taxes;  (c)  depreciation
                   expense; and (d) amortization expense;

                   minus  (without  duplication  and  only to the
                   extent such amount was included in calculating
                   such  consolidated  net income) the  following
                   items on a  consolidated  basis:  (e) interest
                   income;  and (f) other  income not included in
                   operating profit under GAAP;

                   and further adjusted to exclude the impact of:
                   (i)   Annual   Operating   Plan  net   expense
                   variances attributable to the financing of new
                   units  (opened  during the  applicable  fiscal
                   year)  through   capital   leases  instead  of
                   operating leases as contemplated by the Annual
                   Operating   Plan,   provided   that   (A)   no
                   adjustment under this clause (i) shall be made
                   in  respect of such new units in excess of the
                   total number of new units  contemplated by the
                   Annual Operating Plan, (B) no adjustment under
                   this  clause  (i) shall be made in  respect of
                   (1) new units financed through capital leases,
                   other  than  such new  units in  excess of the
                   total number of new units  contemplated by the
                   Annual  Operating Plan to be financed  through
                   capital  leases  or  (2)  new  units  financed
                   through operating leases,  other than such new
                   units in  excess  of the  total  number of new
                   units  contemplated  by the  Annual  Operating
                   Plan to be financed through  operating leases;
                   (ii)  acquisitions  and  dispositions,  by (A)
                   disregarding  for any  portion  of the  fiscal
                   year in which any assets are acquired (and any
                   later  fiscal  years)  any  portion  of actual
                   Modified  EBITDA   attributable  to  any  such
                   acquired   assets   and   (B)   reducing   the
                   applicable  Performance  Goal  and  Cumulative
                   Performance  Goal for the fiscal year in which
                   any assets are disposed  (and any later fiscal
                   years) by the  projected  amount  of  Modified
                   EBITDA   attributable  to  any  such  disposed
                   assets for the  portion of the fiscal  year of
                   disposition  (and any later fiscal years) that
                   was  reflected  in such  Performance  Goal and
                   Cumulative  Performance  Goal; (iii) all items
                   of  gain,  loss or  expense  determined  to be
                   extraordinary   or   unusual   in   nature  or
                   infrequent  in  occurrence,  as  determined in
                   accordance   with  standards   established  by
                   Opinion  No. 30 of the  Accounting  Principles
                   Board,   and   any   amendment,   restatement,
                   modification, supplement or successor thereto;
                   and  (iv)  all  items of  expense  related  to
                   equity  based   compensation   determined   in
                   accordance  with the standards  established by
                   Statement  of Financial  Accounting  Standards
                   No.123(R), and any amendment,  modification or
                   successor thereto.

     2. Except for the foregoing  amendments set forth in paragraph 1 above, all
of the terms and conditions of the Plan shall remain in full force and effect.