EXHIBIT 10.1


                       AMENDMENT NO. 1 TO LETTER AGREEMENT

          Amendment  No. 1, dated as of January 29, 2007 (the  "Amendment"),  to
the  letter  agreement  dated as of April 28,  2006 (the  "Agreement"),  between
Triarc Companies, Inc. ("Triarc") and Francis T. McCarron (the "Employee").

          WHEREAS,  the Employee  and Triarc,  in  connection  with certain 2006
year-end  tax  planning  measures  undertaken  by and for the benefit of Triarc,
reached an agreement  with respect to the voluntary  exercise by the Employee of
certain  options  previously  granted  to the  Employee,  and the  grant  to the
Employee of certain  additional options to replace option shares used to satisfy
the exercise price and tax withholding  payments  associated with such voluntary
option exercise;

          WHEREAS in connection  with such  year-end tax planning,  the Employee
and Triarc entered into an agreement, dated as of December 21, 2006, whereby the
Employee  agreed to forego a limited  amount of possible  future  payments  from
Triarc if  necessary  to  eliminate  Triarc's  obligation  to make  certain  tax
indemnification payments to the Employee under the Agreement; and

          WHEREAS,  in connection with the aforementioned  arrangements,  Triarc
and the Employee  desire to amend the  Agreement to increase the coverage of the
tax indemnification provision.

          NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the mutual
promises  contained  herein and of other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     1. Triarc and the Employee hereby agree to amend the Agreement as follows:

          a.  Section  9(h) of the  Agreement  is hereby  amended  by  replacing
              therein the dollar amount of  "$1,000,000"  with the dollar amount
              of "$1,500,000."

     2. Except as amended  above,  the  provisions  of the  Agreement are hereby
        confirmed and shall remain in full force and effect.

     3. This Amendment shall be governed by and  administered in accordance with
        the laws of the State of New York  applicable to agreements  made and to
        be performed entirely within such State.

     4. This  Amendment  shall be binding  upon and inure to the  benefit of the
        parties hereto and their successors and assigns.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have each  executed  this
Amendment as of the date first above written.


TRIARC COMPANIES, INC.


By: /s/PETER W. MAY
    --------------------------------------------
    Name:  Peter W. May
    Title: President and Chief Operating Officer


By: /s/FRANCIS T. MCCARRON
    -------------------------------------------
    Francis T. McCarron