


<PAGE>

                                   T R I A R C


                                             Triarc Companies, Inc.
                                             280 Park Avenue
                                             New York, NY 10017
                                             Tel   212 451 3000

                                                Dated as of April 28, 1999

Mr. John L. Barnes, Jr.
31 Old Redding Road
Weston, CT 06883

Dear Jack:

          Reference is made to your Employment Agreement dated as of April 29,
1996 (the "Agreement"). This letter confirms the following amendments to the
Agreement.

1.    All references to your title as "Senior Vice President" shall be deleted
      and shall be amended to read "Executive Vice President and Chief Financial
      Officer".

2.    The term of your employment shall continue through July 28, 1999 and all
      references to "April 28, 1999" shall be deleted and amended to read "July
      28, 1999". Similarly, references to a "three-year" term shall be deleted
      and instead be amended to read a "three-year and three-month" term.

          Except as amended by the foregoing, the Agreement shall remain in full
force and effect.

          This letter shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.

          If you agree with the terms outlined above, sign a copy of this letter
and return it to us.

                                                     Very truly yours,

                                                       /s/ Brian L. Schorr
                                                     -------------------------
                                                     Brian L. Schorr
                                                     Executive Vice President
                                                     and General Counsel

ACCEPTED TO AND AGREED
AS OF APRIL 28, 1999:

/s/ John L. Barnes, Jr.                             
-----------------------
John L. Barnes, Jr.

<PAGE>

