Exhibit 10.1



                     AMENDMENT NO.1 TO TRIARC COMPANIES, INC.
               AMENDED AND RESTATED 2002 EQUITY PARTICIPATION PLAN

     The Triarc Companies,  Inc. Amended and Restated 2002 Equity  Participation
Plan (the "Plan") is hereby amended as follows,  to be effective as of April 13,
2006,  subject to approval of this  Amendment No. 1 by the holders of a majority
of the votes cast on a  proposal  to approve  this  Amendment  No. 1 at the next
Annual Meeting of Stockholders of Triarc Companies, Inc., currently scheduled to
be held on June 7, 2006,  provided  that the total  votes  cast on the  proposal
represent  over  50% in  interest  of all  securities  entitled  to  vote on the
proposal:

     1. The first  paragraph  of Section 3 of the Plan is hereby  deleted in its
entirety and the following is substituted in lieu thereof:

          "3. Shares Subject to the Plan. The Shares to be transferred
     or sold pursuant to the grant of Restricted Shares, settlement of
     Restricted Share Units or the exercise of Options or SARs granted
     under the Plan or  pursuant  to the  election  by a  Director  to
     receive  all or a portion of their  annual  retainer  fees and/or
     board of directors or committee  meeting  attendance fees, if any
     ("Fees"), in Shares shall be authorized Shares, and may be issued
     Shares  reacquired by the Company and held in its treasury or may
     be authorized but unissued  Shares.  Subject to the provisions of
     Section  23 hereof  (relating  to  adjustments  in the number and
     classes or series of Capital  Stock to be  delivered  pursuant to
     the Plan),  the maximum  aggregate number of Shares to be granted
     as Restricted  Shares, in respect of which Restricted Share Units
     may be granted,  or to be delivered on the exercise of Options or
     SARs or upon a  Director's  election  to  receive  Fees in Shares
     shall be  15,000,000,  2,000,000  of which shall be shares of the
     Company's  Class A Common  Stock,  par value $0.10 per share (the
     "Class A Common Stock"),  and 13,000,000 of which shall be shares
     of the Company's Class B Common Stock,  Series 1, par value $0.10
     per share (the  "Class B Common  Stock"  and,  together  with the
     Class A Common Stock, the "Common Stock")."

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