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AMENDMENT NO. 2 TO
TRIARC BEVERAGE HOLDINGS CORP.
1997 STOCK OPTION PLAN
Amendment No. 2, dated as of June 21, 2000 ("Amendment"), to the Triarc
Beverage Holdings Corp. 1997 Stock Option Plan (the "Plan").
1. The name of the Plan is hereby changed to the "Snapple Beverage
Group, Inc. 1997 Stock Option Plan".
2. Section 1 of the Plan is hereby amended by replacing the existing
Section 1 with the following:
"1. PURPOSE
The purpose of the 1997 Stock Option Plan (the "Plan") of Snapple
Beverage Group, Inc. (the "Company") is to promote the interests of the
Company and its stockholders by (i) securing for the Company and its
stockholders the benefits of the additional incentive inherent in the
ownership of the shares of common stock par value $1.00 per share, of
the Company (the "Shares") by selected key employees, officers,
directors, and consultants of the Company and its subsidiaries and
affiliates, and Triarc Companies, Inc. (the "Parent") and its other
subsidiaries and affiliates who are important to the success and growth
of the business of the Company and its subsidiaries and (ii) assisting
the Company to secure and retain services of such persons."
3. Except as amended above, the provisions of the Plan are hereby
confirmed and shall remain in full force and effect.
4. This Amendment shall have effect as and from June 21, 2000.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to be
executed this 21st day of June, 2000.
SNAPPLE BEVERAGE GROUP, INC.
By: /s/ Gary G. Lyons
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Name: Gary G. Lyons
Title: Senior Vice President
