TRIARC COMPANIES INC
FIRST AMENDMENT - P. MAY
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>mexh2.txt
<DESCRIPTION>FIRST AMENDMENT - P. MAY
<TEXT>

                                                                Exhibit 10.2


                          FIRST AMENDMENT TO THE TRUST
                         AGREEMENT FOR THE DEFERRAL PLAN
                          FOR SENIOR EXECUTIVE OFFICERS
                            OF TRIARC COMPANIES, INC.

     WHEREAS,  Triarc Companies,  Inc., a Delaware  Corporation (the "Company"),
has adopted the Deferral Plan for Senior Executive Officers of Triarc Companies,
Inc., effective December 14, 2000 (the "Plan");

     WHEREAS,  the Company and  Wilmington  Trust  Company,  a Delaware bank and
trust company (the  "Trustee"),  entered into a Trust Agreement for the Deferral
Plan for Senior Executive Officers of Triarc Companies,  Inc., as of January 23,
2001 (the  "Trust  Agreement"),  under the Plan in order to provide a source for
the payment of benefits under the Plan to Peter May, a participant in the Plan;

     WHEREAS,  Company has  determined  that it is  desirable to amend the Trust
Agreement to identify in the name of the Trust  Agreement  that the trust formed
pursuant to the Trust Agreement is in respect of Peter May;

     WHEREAS,  Section  12(a) of the  Trust  Agreement  provides  that the Trust
Agreement may be amended by a written instrument executed by the Trustee and the
Company; and

     WHEREAS,  the  Trustee  and the  Company  each  desire  to amend  the Trust
Agreement as set forth below.

     NOW,  THEREFORE,  the Trustee and the Company  hereby  agree that the Trust
Agreement shall be amended, effective as of April 6, 2001, as follows:

     1. The title of the Trust Agreement is hereby amended to read as follows:

            TRUST AGREEMENT FOR THE DEFERRAL PLAN FOR SENIOR EXECUTIVE
            OFFICERS OF TRIARC COMPANIES, INC. (PARTICIPANT PETER MAY)

     2. The third  WHEREAS  clause of the Trust  Agreement is hereby  amended to
read as follows:

     WHEREAS,  Company wishes to establish a trust,  which shall be known as the
"Triarc  Companies,  Inc.  Deferral  Plan Trust  (Participant  Peter  May)" (the
"Trust"),  and to  contribute  to the Trust  assets that shall be held  therein,
subject  to the  claims  of  Company's  creditors  in  the  event  of  Company's
"Insolvency,"  as  herein  defined,   until  paid  to  the  Participant  or  his
beneficiary(ies),  as the  case  may be,  in such  manner  and at such  times as
specified in the Plan;

            EXECUTED as of the 6th day of April, 2001.

                                         TRIARC COMPANIES, INC.



                                         By: /s/ Brian L. Schorr
                                             -----------------------------
                                             Brian L. Schorr
                                             Executive Vice President



                                         WILMINGTON TRUST COMPANY



                                         By: /s/ Virginia E. Machamer
                                             ---------------------------
                                             Virginia E. Machamer
                                             Assistant Vice President















</TEXT>
</DOCUMENT>
