EXHIBIT 10.2
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                                   AGREEMENT

         This  AGREEMENT  (the  "AGREEMENT")  is made as of  December  21, 2006
between TRIARC  COMPANIES,  INC., a Delaware  corporation (the "COMPANY"),  and
FRANCIS T. McCARRON ("EXECUTIVE").

         1.       Capitalized  terms used in this  Agreement  and not otherwise
defined shall have the meaning ascribed to them in the severance agreement made
as of April  28,  2006  between  the  Company  and  Executive  (the  "SEVERANCE
AGREEMENT").

         2.       In the event it is determined in accordance with Section 9 of
the  Severance  Agreement by the  Accounting  Firm that the grant of all or any
portion of the 184,654  options on Class B Common  Stock,  Series 1, granted to
the  Executive  on December 21, 2006 (the "12/06  Options"),  in and of itself,
would directly cause,  but for the terms of this Agreement,  any Payment (or if
more than one Payment, any Payments) to be subject to the Excise Tax:

                (a)        The  Payment or Payments  shall be  reduced,  by the
minimum  possible  amount and in the manner and order set forth in Section 2(c)
hereof,  so that their value, for purposes of determining  Excise Tax exposure,
equals $1.00 less than the amount which would be subject to the Excise Tax (the
amount of such reduction, a "CUTBACK").

                (b)        The applicability and amount of any Cutback shall be
determined by the Accounting Firm, in accordance with the procedures  described
in Section 9 of the  Severance  Agreement;  provided that in no event shall any
Cutback  exceed  the  lesser  of:  (i)  $250,000;  or (ii)  the  amount  of the
"parachute  payment" (as defined in Section 280G of the Code)  attributable  to
the 12/06 Options (such lesser dollar amount, the "MAXIMUM CUTBACK").

                (c)        In the event  that the  Accounting  Firm  determines
that a Cutback is (or Cutbacks  are)  required,  the  Executive  shall have the
right to consult with the Accounting Firm and the Company in order to determine
the optimal  method and order for  reduction  of the Payments so as to maximize
the economic benefits accruing to the Executive in respect of the Payments. The
Executive  shall submit to the Company the order in which the Payments shall be
reduced,  and the amount  thereof,  and the Company shall implement the Cutback
(or Cutbacks) in the order and amount selected by the Executive,  so long as in
the judgment of the Accounting  Firm such  reduction  shall cause all remaining
Payments not to be subject to the Excise Tax.

         3.       If a Cutback or  Cutbacks  with an  individual  or  aggregate
value  equaling up to the Maximum  Cutback would not be sufficient to avoid the
application of the Excise Tax, the Cutback (or Cutbacks)  shall not apply,  and
all  Payments  otherwise  due the  Executive  shall  be made to the  Executive,
including without  limitation any payments due under Section 9 of the Severance
Agreement.

         4.       This  Agreement  contains  the  entire  understanding  of the
Company and Executive with respect to the subject matter hereof.



         5.       This  Agreement   shall  be  governed  by  and  construed  in
accordance  with  the  laws of the  State  of New  York  without  reference  to
principles of conflict of laws.

         6.       This Agreement may not be amended or modified  otherwise than
by a written  agreement  executed  by the  parties  hereto or their  respective
successors and legal representatives.


         IN WITNESS  WHEREOF,  Executive  has executed  this  Agreement and the
Company has caused this Agreement to be signed by a duly authorized  officer of
the Company as of the 21st day of December, 2006.


                                         TRIARC COMPANIES, INC.


                                         By:  /s/ Stuart I. Rosen
                                             -------------------------------
                                             Name:  Stuart I. Rosen
                                             Title: Senior Vice President
                                                    and Secretary




                                         ACCEPTED AND AGREED TO:


                                         /s/ Francis T. McCarron
                                         -----------------------------------
                                         Francis T. McCarron



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