TRIARC COMPANIES INC, DEF 14A, 1995-05-01

TRIARC COMPANIES INC
DEF 14A, 1995-05-01
BROADWOVEN FABRIC MILLS, COTTON

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________________________________________________________________________________

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

------------------------

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[x] Definitive Proxy Statement the Commission Only
[ ] Definitive Additional Materials (as permitted by
[ ] Soliciting Material Pursuant to Rule 14a-ll(c) or Rule 14a-12 Rule 14a-6(e)(2))
</TABLE>

------------------------
TRIARC COMPANIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
------------------------

Payment of Filing Fee (Check the appropriate box):

[x] $125 per Exchange Act Rules 0-ll(c)(l)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-ll(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

________________________________________________________________________________

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TRIARC COMPANIES, INC.

NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT

PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY

[LOGO]

THURSDAY, JUNE 8, 1995
AT 11:00 A.M.
CHEMICAL BANK
270 PARK AVENUE
NEW YORK, NEW YORK

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[LOGO]

TRIARC COMPANIES, INC.

900 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 230-3000

May 5, 1995

Dear Stockholders:

It is our pleasure to invite you to join us at the 1995 Annual Meeting of
Stockholders of Triarc Companies, Inc. which will be held at 11:00 a.m., on
Thursday, June 8, 1995, in the third floor auditorium of Chemical Bank, 270 Park
Avenue, New York, New York.

We shall report to you at the meeting on the Company's current operations
and outlook. The meeting will also include a question and discussion period. The
Board of Directors and management hope that many of you will be able to attend
in person.

At the meeting, you will be asked to consider and vote on the election of
10 directors, certain amendments to the Company's 1993 Equity Participation Plan
and the ratification of the appointment of Deloitte & Touche LLP as the
Company's independent certified public accountants. The Board of Directors has
unanimously approved the proposals and recommends that you vote FOR each of
them. Please give this proxy material your careful attention, as the discussion
is important to your decisions on the matters being presented.

The formal notice of Annual Meeting and the Proxy Statement follow. It is
important that your shares be represented and voted, regardless of the size of
your holdings. Accordingly, whether or not you plan to attend the meeting in
person, please mark, sign, date and return the enclosed proxy. If you attend the
meeting and wish to vote your shares personally, you may revoke your proxy. Our
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 also
accompanies these proxy materials.

Sincerely,

NELSON PELTZ
NELSON PELTZ PETER W. MAY
Chairman and Chief President and Chief
Executive Officer Operating Officer
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[LOGO]

TRIARC COMPANIES, INC.

NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 1995

------------------------

The 1995 Annual Meeting of Stockholders of Triarc Companies, Inc. will be
held on Thursday, June 8, 1995, at 11:00 a.m., local time, in the third floor
auditorium of Chemical Bank, 270 Park Avenue, New York, New York, for the
following purposes:

(1) To elect 10 directors to hold office as specified in the
accompanying Proxy Statement;

(2) To consider and act upon certain amendments to the Company's 1993
Equity Participation Plan;

(3) To ratify the appointment of Deloitte & Touche LLP as the
Company's independent certified public accountants; and

(4) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Stockholders entitled to vote at the meeting or any adjournment or
postponement thereof are holders of record of the Company's Class A Common Stock
at the close of business on April 25, 1995.

By order of the Board of Directors

STUART I. ROSEN
Vice President and
Associate General Counsel, and
Secretary

May 5, 1995

YOUR VOTE IS IMPORTANT! STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY
NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.

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TRIARC COMPANIES, INC.

900 THIRD AVENUE
NEW YORK, NEW YORK 10022
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION

GENERAL

The accompanying proxy is solicited by the Board of Directors (the 'Board
of Directors' or the 'Board') of Triarc Companies, Inc. (the 'Company' or
'Triarc') in connection with the 1995 Annual Meeting of Stockholders of the
Company to be held on Thursday, June 8, 1995, at 11:00 A.M., local time, in the
third floor auditorium of Chemical Bank, 270 Park Avenue, New York, New York
(the 'Meeting'), and at any adjournment or postponement of the Meeting. This
Proxy Statement and a proxy are first being mailed to stockholders on or about
May 5, 1995. The mailing address of the Company's principal executive office is
900 Third Avenue, New York, New York 10022.

When a proxy is returned properly dated and signed, the shares represented
thereby will be voted by the persons named as proxies in accordance with each
stockholder's directions. Stockholders may specify their choices by marking the
appropriate boxes on the enclosed proxy. If a proxy is dated, signed and
returned without specifying choices, the shares will be voted as recommended by
the Board of Directors FOR the election of the nominees for directors named
below and FOR Proposals (2) and (3). The Company does not have cumulative voting
in the election of directors. Under the Company's By-Laws (the 'By-Laws'),
business transacted at the Meeting is confined to the purposes stated in the
Notice of the Meeting. The proxy being solicited does, however, convey
discretionary authority to the persons named therein as proxies to vote on
matters incident to the conduct of the Meeting. The proxy may be revoked by the
stockholder at any time prior to the time it is voted by giving notice of such
revocation either personally or in writing to the Secretary of the Company.

VOTING SECURITIES

All holders of record of the Company's Class A Common Stock, par value $.10
per share (the 'Class A Common Stock'), at the close of business on April 25,
1995 are entitled to vote on all business of the Meeting. At the close of
business on such day, the Company had 23,917,188 shares of Class A Common Stock
outstanding and entitled to vote at the Meeting. Each share of Class A Common
Stock entitles the holder to one vote per share. The presence, in person or by
proxy, of stockholders entitled to cast at least a majority of the votes which
all stockholders are entitled to cast shall constitute a quorum.

Under the General Corporation Law of the State of Delaware, the state in
which the Company is incorporated, and the By-Laws, if a quorum is present at
the Meeting, the affirmative vote of a plurality of the votes cast is required
for the election of directors. The affirmative vote of a majority of the voting
power present (in person or by proxy) and entitled to vote at the Meeting is
required for approval of Proposals (2) and (3). Under Delaware law, an
abstaining vote is not deemed to be a 'vote cast.' As a

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result, abstentions and broker 'non-votes' are not included in the tabulation of
the voting results on the election of directors or issues requiring approval of
a majority of the votes cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker 'non-vote' occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner. Broker
'non-votes' and the shares as to which a stockholder abstains are included for
purposes of determining whether a quorum of shares is present at a meeting.

The Company has been informed that the 5,982,867 shares of Class A Common
Stock owned by DWG Acquisition Group, L.P., a Delaware limited partnership of
which Nelson Peltz and Peter W. May are the sole general partners ('DWG
Acquisition'), will be voted in accordance with the recommendation of the Board
of Directors FOR the election of the nominees for director named below and FOR
Proposals (2) and (3).

PROPOSAL 1.
ELECTION OF DIRECTORS

NOMINEES FOR ELECTION

It is recommended that the 10 nominees herein named be elected as directors
of the Company, with each director to hold office until the next Annual Meeting
of Stockholders, and until his successor is elected and qualified or until his
prior death, resignation or removal. All of the 10 nominees are presently
serving as directors of the Company and, except for David E. Schwab II (who was
elected as a director in October 1994 to fill the vacancy resulting from the
death of Mr. Irving Mitchell Felt), were elected directors at the last Annual
Meeting of Stockholders held on June 9, 1994, to serve until the next annual
meeting of the Company's stockholders and until such director's successor is
duly chosen and qualified or until his prior death, resignation or removal. The
Company is unaware of any reason why any of the nominees named herein would be
unwilling or unable to serve as a director. Should, however, any nominee for
director be unwilling or unable to serve at the time of the Meeting or any
adjournment or postponement thereof, the persons named in the proxy will vote
for the election of such other person for such directorship as the Board of
Directors may recommend. Messrs. Kelley, Kerger and McCarthy, three of the
current directors of the Company, will not stand for reelection, but will
continue to serve as directors of the Company until the Meeting.

Certain information regarding each person nominated by the Board of
Directors, including his principal occupation during the past five years and
current directorships, is set forth below. Unless otherwise indicated, all
nominees have had the indicated principal occupations for the past five years.

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BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
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Nelson Peltz........................ Mr. Peltz has been a director and Chairman and Chief Executive Officer of
the Company since April 23, 1993. Since April 23, 1993, he has also been
a director and Chairman and Chief Executive Officer of certain of the
Company's subsidiaries, including Southeastern Public Service Company
('SEPSCO') and RC/Arby's Corporation, formerly known as Royal Crown
Corporation ('RCAC'). Mr. Peltz has also been a director of National
Propane Corporation, another subsidiary of the
</TABLE>

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<CAPTION>
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
Company ('National Propane'), since April 23, 1993. From April 23, 1993
until January 1994, Mr. Peltz was also a director and Chairman of the
Board and Chief Executive Officer of Wilson Brothers, a company engaged
in the specialty decoration of glass and ceramic items and the design,
manufacture and servicing of overhead industrial cranes ('Wilson'). In
January 1994, Triarc disposed of its 58.6% interest in Wilson. He is also
a general partner of DWG Acquisition, whose principal business is
ownership of securities of the Company. From its formation in January
1989 until April 23, 1993, Mr. Peltz was Chairman and Chief Executive
Officer of Trian Group, Limited Partnership ('Trian'), which provided
investment banking and management services for entities controlled by Mr.
Peltz and Peter W. May. From 1983 to December 1988, he was Chairman and
Chief Executive Officer and a Director of Triangle Industries, Inc.
('Triangle'), which, through wholly-owned subsidiaries, was at that time
a manufacturer of packaging products, copper electrical wire and cable
and steel conduit and currency and coin handling products. He was also
Chairman and Chief Executive Officer and a Director of Avery, Inc.
('Avery') from prior to 1987 until October 1992. Until the October 1989
sale of Uniroyal Chemical Holding Company, Avery was primarily engaged in
the manufacture and sale of specialty chemicals. From November 1989
through May 1992, Mr. Peltz was a director of Mountleigh Group plc
('Mountleigh'), a British property trading and retailing company. He
served in various executive capacities, including Executive Chairman, of
Mountleigh from November 1989 until October 1991. From January 1988 until
December 1994, Mr. Peltz served as a director of Equitable Bag Co.
('Equitable Bag'), a designer, manufacturer and distributor of customized
plastic and paper merchandizing bags. Mr. Peltz is 52 years of age.

Peter W. May........................ Mr. May has been a director and President and Chief Operating Officer of
the Company since April 23, 1993. Since April 23, 1993, he has also been
a director and President and Chief Operating Officer of certain of the
Company's subsidiaries, including SEPSCO and RCAC. Mr. May has also been
a director of National Propane since April 23, 1993. From April 23, 1993
until January 1994, Mr. May was also a director and President and Chief
Operating Officer of Wilson. He is also a general partner of DWG
Acquisition. From its formation in January 1989 until April 23, 1993, Mr.
May was President and Chief Operating Officer of Trian. He was President
and Chief Operating Officer and a director of Triangle from 1983 until
December 1988. Mr. May was also President and Chief Operating Officer and
a director of Avery from prior to 1987 until October 1992. From November
1989 through May 1992, Mr. May was associated with Mountleigh and he
served as Joint Managing Director of Mountleigh from November 1989 until
October 1991. From January 1988 until December 1994, Mr. May served as a
director of Equitable Bag. Mr. May was also named a director on April 29,
1993 of The
</TABLE>

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BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
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<S> <C>
Leslie Fay Companies, Inc. following its filing on April 5, 1993 for
protection under Chapter 11 of the United States Bankruptcy Code. Mr. May
is 52 years of age.

Leon Kalvaria....................... Mr. Kalvaria has been a director and Vice Chairman of the Company since
April 23, 1993. Since April 23, 1993, he has also been a director and
Vice Chairman of certain of the Company's subsidiaries, including SEPSCO
and RCAC. Mr. Kalvaria has also been a director of National Propane since
April 23, 1993. From April 23, 1993 until January 1994, Mr. Kalvaria was
also a director and Vice Chairman of Wilson. Since January 1995, Mr.
Kalvaria has been a limited partner of DWG Acquisition. He joined Trian
in January 1991 and was Vice Chairman of Trian from April 1992 until
April 23, 1993. Mr. Kalvaria was also a director of Equitable Bag from
April 1992 until December 1994. Prior to joining Trian, Mr. Kalvaria was
employed by CS First Boston, an investment banking firm, for more than 10
years. Mr. Kalvaria was Managing Director of the Mergers and Acquisitions
Department of First Boston from 1989 to 1991. Mr. Kalvaria is 36 years of
age.

Hugh L. Carey....................... Mr. Carey has been a director of the Company since June 9, 1994. He has
been an Executive Vice President of W.R. Grace & Co. ('Grace') since
1987. Since January 1993, he has served Grace as director of its
Government Relations Division, and from 1987 until 1993, he ran Grace's
office of environmental policy. Mr. Carey was the Governor of the State
of New York from 1975 until 1983 and a member of Congress from 1960 until
1975. From 1991 until 1993, he was Chairman of the National Institute of
Former Governors. Mr. Carey is also a director of Meditrust, Inc., First
Albany Corporation and the China Trust Bank. Mr. Carey is 76 years of
age.

Clive Chajet........................ Mr. Chajet has been a director of the Company since June 9, 1994. He has
been Chairman of Lippincott & Margulies Inc., a consulting firm
specializing in identity and image management, New York, New York, since
1983. Mr. Chajet is 58 years of age.

Stanley R. Jaffe.................... Mr. Jaffe has been a director of the Company since June 9, 1994. He is a
private investor. From 1991 until 1994, Mr. Jaffe was President and Chief
Operating Officer and a Director of Paramount Communications Inc., a
motion picture and entertainment company. From prior to 1988 until 1991,
Mr. Jaffe was principal partner in Jaffe/Lansing Productions, an
independent motion picture production company. Mr. Jaffe is 54 years of
age.

M.L. Lowenkron...................... Mr. Lowenkron has been a director of the Company since June 9, 1994. He has
been the President and Chief Executive Officer of G. Heileman Brewing
Company since January 9, 1995. From 1983 until October 1991, Mr.
Lowenkron was President and Chief Executive Officer of A&W Brands, Inc.
('A&W'), a manufacturer of soft drink concentrates, and he served as
Chairman of the Board and Chief Executive Officer of A&W
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<CAPTION>
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
- ------------------------------------ ---------------------------------------------------------------------------
<S> <C>
from 1991 until October 1993. Mr. Lowenkron is a director of Hat Brands,
Inc., G. Heileman Brewing Company and The National Easter Seal Society.
Mr. Lowenkron is 63 years of age.

David E. Schwab II.................. Mr. Schwab has been a director of the Company since October 1994. Mr.
Schwab has been a partner of Schwab Goldberg Price & Dannay, a law firm,
for more than five years. Mr. Schwab served as a director of SEPSCO from
April 1993 to April 1994. Mr. Schwab also serves as Chairman of the Board
of Trustees of Bard College. Mr Schwab is 63 years of age.

Raymond S. Troubh................... Mr. Troubh has been a director of the Company since June 9, 1994. He has
been a financial consultant since prior to 1988. Mr. Troubh is a director
of ADT Limited, American Maize-Products Company, America West Airlines,
Inc., Applied Power, Inc., ARIAD Pharmaceuticals, Inc., Becton, Dickinson
& Co., Benson Eyecare Corporation, Foundation Health Corporation, General
American Investors Company, Manville Corporation, Olsten Corporation,
Petrie Stores Corporation, Riverwood International Corporation, Time
Warner Inc., and WHX Corporation. Mr. Troubh is 69 years of age.

Gerald Tsai, Jr..................... Mr. Tsai has been a director of the Company since October 1993. He is a
private investor. Since February 1993, he has been Chairman of the Board,
President and Chief Executive Officer of Delta Life Corporation, a life
insurance and annuity company with which Mr. Tsai became associated in
1992. From 1982 until December 1988, Mr. Tsai served Primerica
Corporation in various executive capacities, including as Chairman of the
Board and Chief Executive Officer from 1987 until December 1988. Mr. Tsai
also serves as a director of Palm Beach National Bank and Trust Company,
Rite Aid Corporation, Sequa Corporation, Zenith National Insurance
Corporation and Proffitt's Inc. He is a trustee of Meditrust, Inc.,
Boston University and New York University Medical Center. Mr. Tsai is 66
years of age.
</TABLE>

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EXECUTIVE OFFICERS

The following table sets forth certain information regarding the executive
officers of Triarc, all of whom are U.S. citizens (other than John C. Carson,
who is a British citizen).

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NAME AGE POSITIONS
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<S> <C> <C>
Nelson Peltz............................ 52 Director; Chairman and Chief Executive Officer

Peter W. May............................ 52 Director; President and Chief Operating Officer

Leon Kalvaria........................... 36 Director; Vice Chairman

John C. Carson.......................... 49 President and Chief Executive Officer of Royal Crown Company,
Inc.

Harold D. Kingsmore..................... 62 President and Chief Executive Officer of Graniteville Company

Ronald D. Paliughi...................... 51 President and Chief Executive Officer of National Propane
Corporation

Donald L. Pierce........................ 50 President and Chief Executive Officer of Arby's, Inc.

Brian L. Schorr......................... 36 Executive Vice President, General Counsel, and Assistant
Secretary

Joseph A. Levato........................ 54 Executive Vice President and Chief Financial Officer

John L. Cohlan.......................... 37 Senior Vice President -- Corporate Finance

Francis T. McCarron..................... 38 Senior Vice President -- Taxes

Eric D. Kogan........................... 31 Senior Vice President -- Corporate Development

Martin M. Shea.......................... 51 Senior Vice President -- Corporate Communications

Stuart I. Rosen......................... 35 Vice President and Associate General Counsel, and Secretary

Fred H. Schaefer........................ 50 Vice President and Chief Accounting Officer
</TABLE>

Set forth below is certain additional information concerning the persons
listed above (other than Messrs. Peltz, May and Kalvaria, for whom such
information has been provided under 'Nominees for Election' above).

John C. Carson has been President and Chief Executive Officer of Royal
Crown Company, Inc. since April 24, 1993. Prior thereto, Mr. Carson was
President of Cadbury Beverages, North America, a subsidiary of Cadbury
Schweppes, PLC, where he was also a member of Cadbury Beverages Global Board.
Mr. Carson was president of Schweppes NA from 1984 to 1988, vice president of
sales and marketing of Schweppes Bottling U.K. and Cadbury U.K. from 1964 to
1981.

Harold D. Kingsmore has been President and Chief Executive Officer of
Graniteville Company since April 24, 1993. For more than five years prior
thereto, he was Executive Vice President and Chief

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Operating Officer of Graniteville. He is a director of Palfed, Inc., a thrift
institution. Mr. Kingsmore was a director of Triarc from 1988 until June 1993.

Ronald D. Paliughi has been President and Chief Executive Officer of
National Propane Corporation since April 24, 1993. He was engaged in private
research and consulting services from 1992 until April 1993. During 1991, he
served as a United States Army Officer in Operation Desert Storm. From 1987 to
1990, Mr. Paliughi was Senior Vice President -- Western Operations of AP Propane
(AmeriGas), one of the largest LP gas companies in the United States and a
subsidiary of UGI Corporation. During 1986, Mr. Paliughi was director of retail
operations of CalGas Corporation, a division of Dillingham Corporation, the
fourth largest LP gas company in the United States, and for more than 14 years
prior thereto, he held various positions with Vangas, Inc., last serving as
Senior Vice President -- General Manager.

Donald L. Pierce has been President and Chief Executive Officer of Arby's,
Inc. since April 24, 1993. Prior thereto, Mr. Pierce was President of Pepsico,
Inc.'s Hot 'n Now hamburger chain and President of Kentucky Fried
Chicken -- International. From 1987 to 1988 Mr. Pierce was President and Chief
Operating Officer of Denny's, and from 1981 to 1987 he served Denny's in various
executive capacities, including Group Vice President, President of the El Pollo
Loco division, and Vice President, Finance. From 1969 to 1981 Mr. Pierce was
with American Hospital Supply, Inc. where he held positions in finance, sales
and operations.

Brian L. Schorr has been Executive Vice President and General Counsel of
Triarc and certain of its subsidiaries since June 29, 1994. Prior thereto, Mr.
Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm
which he joined in 1982 and subsequent thereto through April 1995 he was Of
Counsel to that firm in connection with limited liability company and limited
liability partnership matters. That firm provides legal services to Triarc and
its subsidiaries.

Joseph A. Levato has been Executive Vice President and Chief Financial
Officer of Triarc since April 24, 1993. He has also been Executive Vice
President and Chief Financial Officer of certain of Triarc's subsidiaries,
including SEPSCO and RCAC, since April 24, 1993. Prior thereto, he was Senior
Vice President and Chief Financial Officer of Trian from January 1992 until
April 24, 1993. From 1984 to January 1989, he served as Senior Vice President
and Chief Financial Officer of Triangle and served as Senior Vice President and
Chief Financial Officer of Avery from 1986 until 1989.

John L. Cohlan has been Senior Vice President -- Corporate Finance of
Triarc since January 1994. He has also been Senior Vice President -- Corporate
Finance of certain of Triarc's subsidiaries, including SEPSCO and RCAC, since
January 1994. Prior thereto, he had served as Senior Vice President -- Corporate
Development of Triarc and such subsidiaries since April 24, 1993. Before joining
Triarc, he was a Senior Vice President of Trian from July 1992 until April 24,
1993. From January 1992 until May 1992, Mr. Cohlan was associated with
Mountleigh. From 1989 until 1991, he was a principal of The Palmer Group, Inc.,
a firm specializing in corporate restructurings, particularly in the hotel
industry. From 1987 until 1989, Mr. Cohlan was Vice President -- New Business
Development of VMS Realty Partners, a real estate concern.

Francis T. McCarron has been Senior Vice President -- Taxes of Triarc since
April 24, 1993. He has also been Senior Vice President -- Taxes of certain of
Triarc's subsidiaries, including SEPSCO and RCAC, since April 24, 1993. Prior
thereto, he was Vice President -- Taxes of Trian from its formation in January
1989 until April 24, 1993. He joined Triangle in February 1987 and served as
Director of Tax Planning & Research until January 1989. He also served as Vice
President -- Taxes of Avery from 1989 until 1992.

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Eric D. Kogan has been Senior Vice President -- Corporate Development of
Triarc since March 1995. Prior thereto, he was Vice President -- Corporate
Development of Triarc since April 24, 1993. Before joining Triarc, Mr. Kogan was
a Vice President of Trian Group, L.P. from September 1991 to April 1993 and an
associate in the mergers and acquisitions group of Farley Industries, an
industrial holding company, from 1989 to August 1991.

Martin M. Shea has been Senior Vice President -- Corporate Communications
of Triarc since July 1994. Prior thereto, he served in various capacities in the
investor relations department of Paramount Communications Inc. since 1977,
including Vice President -- Investor Relations since 1992 and Assistant Vice
President -- Investor Relations from 1983 to 1992. Prior thereto, Mr. Shea
worked for four years in the corporate trust office of Chase Manhattan Bank, and
from 1968 to 1972 served as Assistant Secretary of Bankers Trust Company.

Stuart I. Rosen has been Vice President and Associate General Counsel, and
Secretary of Triarc and certain of its subsidiaries since August 1, 1994. Prior
thereto, he was associated with Paul, Weiss, Rifkind, Wharton & Garrison since
1985.

Fred H. Schaefer has been Vice President and Chief Accounting Officer of
Triarc since April 24, 1993. He has also been Vice President and Chief
Accounting Officer of certain of Triarc's subsidiaries, including SEPSCO and
RCAC, since April 24, 1993. Prior thereto, he was Vice President and Chief
Accounting Officer of Trian from its formation in January 1989 until April 24,
1993. Mr. Schaefer joined Triangle in 1980 and served in various capacities in
the accounting department, including Vice President -- Financial Reporting,
until January 1989 and served as Vice President -- Financial Reporting of Avery
from 1986 until 1992.

The term of office of each executive officer is until the organizational
meeting of the Triarc Board following the next annual meeting of Triarc
stockholders and until his successor is elected and qualified or until his prior
death, resignation or removal.

BOARD MEETINGS AND CERTAIN COMMITTEES OF THE BOARD

Eleven meetings of the full Board of Directors were held during the fiscal
year ended December 31, 1994 ('Fiscal 1994'). Each incumbent director who is a
nominee for reelection attended more than 75% of the meetings of the Board of
Directors that were held after such director's election to the Board and more
than 75% of all committees of the Board of Directors that he was eligible to
attend in Fiscal 1994.

The Company has standing audit, nominating, and compensation committees
whose current functions and members are described below. It is anticipated that
at its first meeting following the Meeting, the Board will designate the
directors to serve on each of these Committees until the next annual meeting of
stockholders.

Audit Committee. The Audit Committee is composed of Messrs. Daniel R.
McCarthy (Chairman), David E. Schwab II, Raymond S. Troubh and Gerald Tsai, Jr.
This Committee is charged with the responsibility of satisfying itself of the
propriety and accuracy of the financial statements of the Company and any of its
subsidiaries which have publicly-owned securities. In the course of performing
its functions, the Audit Committee (i) reviews the Company's internal accounting
controls and its annual consolidated financial statements, (ii) reviews with the
Company's independent certified public accountants the scope of their audit,
their report and their recommendations, (iii) considers the possible effect on
the independence of such accountants in approving non-audit services requested
of them, and

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(iv) recommends the action to be taken with respect to the appointment of the
Company's independent certified public accountants. The Audit Committee met
seven times during Fiscal 1994. As discussed above, Mr. McCarthy will not stand
for reelection but will continue to serve as a director of the Company until the
Meeting.

Nominating Committee. The Nominating Committee is composed of Messrs. Peter
W. May (Chairman), Nelson Peltz, Clive Chajet and M. L. Lowenkron. This
Committee is charged with the responsibility of considering and recommending
individuals to be considered by the Board for membership on the Board of
Directors. The Nominating Committee met twice during Fiscal 1994.

The Nominating Committee will consider nominations for Board membership by
stockholders. The Nominating Committee has adopted the following rules with
respect to considering such nominations: (i) the nominating stockholder must
have owned shares of Class A Common Stock or preferred stock (entitled to vote
for Directors) for at least six months prior to the date the nomination is
submitted; (ii) the nomination must be received by the Nominating Committee 120
days before the mailing date for proxy material applicable to the annual meeting
for which such nomination is proposed for submission; and (iii) a detailed
statement setting forth the qualifications, as well as the written consent, of
each party nominated must accompany each nomination submitted.

Compensation Committee. The Compensation Committee is composed of Messrs.
Gerald Tsai, Jr. (Chairman), Stanley R. Jaffe and David E. Schwab II. The
Committee is charged with the responsibility of (i) reviewing, advising and
making recommendations with respect to employee salary and compensation plans,
benefits and standards applicable to the executive officers of the Company, (ii)
taking such action with respect thereto that are not reserved to the Board of
Directors, and (iii) administering the Triarc Companies, Inc. 1993 Equity
Participation Plan (the 'Equity Participation Plan') and such other salary or
compensation plans as the Committee is designated to administer. The
Compensation Committee met nine times during Fiscal 1994.

COMPENSATION OF DIRECTORS

Each non-management director of the Company receives an annual retainer of
$25,000 for serving on the Board. In addition, each non-management director of
the Company also receives $1,000 for each meeting of the Board or of a Committee
of the Board attended by him. At the option of each non-management director,
these fees may be paid in shares of Class A Common Stock rather than in cash.
See 'Executive Compensation -- Employment Arrangements with Executive Officers'
below for certain information relating to compensation of the Company's
management directors.

In addition, pursuant to the Equity Participation Plan, each director of
the Company who is not also an employee of the Company or any subsidiary
receives, on the later of (i) the date of his initial election or appointment to
the Board of Directors and (ii) April 24, 1993, options to purchase 3,000 shares
of Class A Common Stock and, in connection therewith, tandem stock appreciation
rights ('SARs') for the same number of shares. On the date of each subsequent
annual meeting of stockholders of the Company at which a director is reelected,
such director will receive options to purchase 1,000 shares of Class A Common
Stock and, in connection therewith, SARs for the same number of shares.

If Proposal (2) is approved at the Meeting, the number of options to
purchase shares of Class A Common Stock issuable to each non-employee director
will increase, effective for all such issuances made on or after June 9, 1994,
from 3,000 shares to 15,000 shares in the case of an initial election, and

<PAGE>
from 1,000 shares to 3,000 shares in the case of reelection of such non-employee
director. See 'Proposal 2. Approval of Amendments to Triarc Companies, Inc. 1993
Equity Participation Plan' below.

As discussed above, certain current directors of the Company will not stand
for reelection but will continue to serve as directors of the Company until the
Meeting. In connection therewith, the Compensation Committee determined that the
stock options previously awarded to the three non-employee directors who are
retiring will vest on the date such directors cease to be directors of the
Company and may be exercised at any time prior to March 31, 1996. In addition,
the restricted shares of the Company's common stock previously awarded to each
such retiring director will vest on the date such director ceases to be a
director of the Company.

In April 1993, the United States District Court for the Northern District
of Ohio (the 'Ohio Court') entered a final order approving a Modification of a
Stipulation of Settlement (the 'Modification') which (i) modified the terms of a
previously approved stipulation of settlement (the 'Original Stipulation') in an
action captioned Granada Investments, Inc. v. DWG Corporation et al., an action
commenced in 1989 ('Granada'), and (ii) settled two additional lawsuits pending
before the Ohio Court captioned Brilliant et al. v. DWG Corporation, et al., an
action commenced in July 1992 ('Brilliant'), and DWG Corporation by and through
Irving Cameon et al. v. Victor Posner et al., an action commenced in June 1992
('Cameon'). Each of the Granada, Brilliant and Cameon cases were derivative
actions brought against Triarc (then known as DWG) and each of its then current
directors (other than Triarc's court-appointed directors, in the Brilliant and
Cameon cases) which alleged various instances of corporate abuse, waste and
self-dealing by Victor Posner, Triarc's then current Chairman of the Board and
Chief Executive Officer ('Posner'), and certain breaches of fiduciary duties and
violations of proxy rules. The Cameon case was also brought as a class action
and included claims under the Racketeer Influenced and Corrupt Organizations Act
of 1970 and for violating federal securities laws. On February 7, 1995, the Ohio
Court issued an order which granted the motion of Granada Investments, Inc. and
their counsel, Squire, Sanders & Dempsey, for an award of costs in the amount of
$850,000. In accordance with such order, Triarc paid such amount on February 7,
1995.

The Modification continued the requirement contained in the Original
Stipulation that the Triarc Board include three court appointed directors and
that such directors, along with two other directors who are neither Triarc
employees nor relatives of Posner, form a special committee of the Triarc Board
(the 'Triarc Special Committee') with authority to review and approve any newly
undertaken transaction between Triarc and its subsidiaries, on the one hand, and
entities or persons affiliated with Posner on the other hand, other than those
transactions specifically approved in the Modification. The Modification
specifically permitted Triarc and/or affiliated entities to make certain
payments of rent, salary and expense reimbursements to Posner and/or persons or
entities related to or affiliated with him (collectively, the 'Posner
Entities'). Pursuant to the order of the Ohio Court dated February 7, 1995, the
effective period under the Modification is deemed to have expired and, as of
such date, the Modification was terminated. As a result, the Triarc Special
Committee (which consisted of Messrs. Harold E. Kelley, Richard M. Kerger,
Daniel R. McCarthy, Hugh L. Carey and Raymond S. Troubh) has been disbanded.

Pursuant to the February 7, 1995 order of the Ohio Court, the fees and
expenses to be paid by Triarc to the three court appointed members of the Triarc
Special Committee in connection with the Posner settlement and related matters
were to be determined by Triarc's Board of Directors. Accordingly, in March
1995, following the unanimous recommendation of a special committee of the
Triarc Board of Directors (consisting of Hugh L. Carey, David E. Schwab II and
Raymond S. Troubh,

<PAGE>
chair), the Board of Directors approved, and on March 21, 1995 Triarc paid,
$1.16 million to Harold E. Kelley, $526,000 to Daniel R. McCarthy and $328,000
to Richard M. Kerger (the three court-appointed members of the Triarc Special
Committee). For additional information regarding the Posner settlement, see
'Item 1. Business -- Introduction -- Posner Settlement' in Triarc's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (the '10-K').

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Triarc's directors, executive officers, and persons who own more than ten
percent of Triarc's common stock, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (the
'SEC'), the New York Stock Exchange and the Pacific Stock Exchange. Directors,
executive officers and greater than ten percent stockholders are required by the
SEC regulations to furnish Triarc with copies of all Forms 3, 4 and 5 they file.

Based solely on Triarc's review of the copies of such forms it has
received, or written representations from certain reporting persons that no Form
5s were required for these persons, Triarc believes that all its directors,
executive officers, and greater than ten percent beneficial owners complied with
all filing requirements applicable to them with respect to Fiscal 1994 except
for the following inadvertent omissions: each of Messrs. Carey and Carson did
not file a report with respect to one transaction for each such person on a
timely basis. When these inadvertent omissions were discovered, each of such
individuals promptly filed the appropriate reports.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth the beneficial ownership as of April 25,
1995 by each person known by the Company to be the beneficial owner of more than
5% of the outstanding shares of Class A Common Stock (constituting the only
class of voting capital stock of the Company), each director of the Company and
nominee for director of the Company who has such ownership, each executive
officer whose name appears in the Summary Compensation Table below (the 'Named
Officers') who was an executive officer of the Company as of April 25, 1995 and
all directors and executive officers as a group.

(table continued on next page)

<PAGE>
(table continued from previous page)

<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE
BENEFICIAL OWNER OF OWNERSHIP(1) PERCENT OF CLASS
- ------------------------------------------------------------------ ---------------- ----------------
<S> <C> <C>
Leon Kalvaria .................................................... 182,500 shares(5) *
900 Third Avenue
New York, NY 10022
Hugh L. Carey .................................................... 4,345 shares *
900 Third Avenue
New York, NY 10022
Clive Chajet ..................................................... 2,800 shares(8) *
900 Third Avenue
New York, NY 10022
Stanley R. Jaffe ................................................. 6,305 shares *
900 Third Avenue
New York, NY 10022
Harold E. Kelley ................................................. 63,500 shares(9) *
900 Third Avenue
New York, NY 10022
Richard M. Kerger ................................................ 33,700 shares(10) *
900 Third Avenue
New York, NY 10022
M. L. Lowenkron .................................................. 3,000 shares *
900 Third Avenue
New York, NY 10022
Daniel R. McCarthy ............................................... 123,500 shares(11) *
900 Third Avenue
New York, NY 10022
David E. Schwab II ............................................... 2,000 shares *
1185 Avenue of the Americas
New York, NY 10036
Raymond S. Troubh ................................................ 20,000 shares *
900 Third Avenue
New York, NY 10022
Gerald Tsai, Jr. ................................................. 4,034 shares *
200 Park Avenue, 37th Fl.
Suite 3709
New York, NY 10166
John C. Carson ................................................... 53,000 shares(12) *
1000 Corporate Drive
Ft. Lauderdale, FL 33334
Harold D. Kingsmore .............................................. 54,000 shares(13) *
133 Marshall Street
Graniteville, SC 29829
</TABLE>

- ------------
* Less than 1%

(table continued on next page)

<PAGE>
(table continued from previous page)

- ------------

* Less than 1%

(1) Except as otherwise indicated, each person has sole voting and dispositive
power with respect to such shares.

(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
Mr. May are the sole general partners. Effective January 1, 1995, Mr.
Kalvaria was admitted as a limited partner of DWG Acquisition and as such
will receive a percentage of the net profits realized by DWG Acquisition
from the sale of the Company's shares owned by DWG Acquisition, determined
in accordance with the partnership agreement of DWG Acquisition.

(3) Includes 100 shares owned by Mr. Peltz's minor son, as to which Mr. Peltz
disclaims beneficial ownership.

(4) As previously reported, the change in control of Triarc (the 'Change in
Control') occurred on April 23, 1993. On that date, DWG Acquisition
acquired 5,982,867 shares of Class A Common Stock from Victor Posner,
Security Management, and Victor Posner Trust No. 20 for an aggregate
purchase price of $71,794,404 pursuant to the Stock Purchase Agreement.

The Company is informed that DWG Acquisition has pledged an aggregate of
5,075,000 shares of Class A Common Stock (the 'Pledged Shares') to two
financial institutions on behalf of Messrs. Peltz and May to secure certain
loans made to them by such financial institutions in connection with the
Change in Control. The loan documentation in connection with such loans
contains customary provisions concerning the maturity of the loans and
other provisions with respect thereto and with respect to the Pledged
Shares.

(5) Represents 42,500 restricted shares granted under the Equity Participation
Plan and options to purchase 140,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 25, 1995. Effective
January 1, 1995, Mr. Kalvaria was admitted as a limited partner of DWG
Acquisition and as such will receive a percentage of the net profits
realized by DWG Acquisition from the sale of the Company's shares owned by
DWG Acquisition, determined in accordance with the partnership agreement of
DWG Acquisition.

(6) Includes options to purchase 505,000 shares of Class A Common Stock which
have vested or will vest within 60 days of April 25, 1995.

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(7) Includes options to purchase 336,666 shares of Class A Common Stock which
have vested or will vest within 60 days of April 25, 1995.

(8) Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares Mr.
Chajet disclaims beneficial ownership.

(9) Represents 60,000 restricted shares granted under the Equity Participation
Plan and options to purchase 3,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 25, 1995. See
'Compensation of Directors' above for a discussion of early vesting of such
restricted shares and stock options.

(10) Represents 30,000 restricted shares granted under the Equity Participation
Plan, 200 shares purchased by Mr. Kerger and options to purchase 3,500
shares of Class A Common Stock which have vested or will vest within 60
days of April 25, 1995. See 'Compensation of Directors' above for a
discussion of early vesting of such restricted shares and stock options.

(11) Includes 60,000 restricted shares granted under the Equity Participation
Plan and options to purchase 3,500 shares of Class A Common Stock which
have vested or will vest within 60 days of April 25, 1995. Also includes
60,000 shares owned by a trust of which Mr. McCarthy's wife is a trustee
and as to which shares Mr. McCarthy disclaims beneficial ownership. See
'Compensation of Directors' above for a discussion of early vesting of such
restricted shares and stock options.

(12) Includes 45,000 restricted shares granted under the Equity Participation
Plan.

(13) Includes 50,000 restricted shares granted under the Equity Participation
Plan.

(14) Includes 61,250 restricted shares granted under the Equity Participation
Plan.

(15) Includes 25,000 restricted shares granted under the Equity Participation
Plan and options to purchase 53,334 shares of Class A Common Stock which
have vested or will vest within 60 days of April 25, 1995.

------------------------

The foregoing table does not include 5,997,622 shares of Triarc's
non-voting Class B Common Stock owned by Posner or the other Posner Entities as
a result of a certain Settlement Agreement entered into on January 10, 1995. For
information regarding this Settlement Agreement, see 'Item 1.
Business -- Introduction -- Posner Settlement' in the 10-K. The shares of Class
B Common Stock can be converted without restriction into an equal number of
shares of Class A Common Stock following a transfer to a non-affiliate of
Posner. The Company has certain rights of first refusal if such shares are
proposed to be sold to an unaffiliated party. If the 5,997,622 currently
outstanding shares of the Class B Common Stock were converted into shares of
Class A Common Stock, such shares would constitute approximately 20.0% of the
then outstanding shares of Class A Common Stock. None of the directors or
nominees for directors of the Company or the Named Officers beneficially owned
any Class B Common Stock as of April 25, 1995. Except for the arrangements
relating to the Pledged Shares described in footnote (4) to the foregoing table,
there are no arrangements known to the Company the operation of which may at a
subsequent date result in a change in control of the Company.

<PAGE>
EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE

Introduction. This report to stockholders presents an overview of both the
charter of the Compensation Committee of the Board of Directors (the
'Compensation Committee') and of the Company's compensation philosophy. It also
discusses the Compensation Committee's compensation related decisions in respect
of Fiscal 1994 performance. Since the Compensation Committee was totally
reconstituted in connection with the Change in Control which took place on April
23, 1993, neither the Compensation Committee nor current management take any
responsibility for the compensation philosophy or practices of the Company prior
to the Change of Control.

The Compensation Committee's Role. The Compensation Committee's principal
function is to review and approve the compensation program for the executive
officers of the Company (the 'Executive Compensation Program') and to administer
the Equity Participation Plan.

The Company's Executive Compensation Program is designed with a particular
emphasis on motivating the executives to achieve the Company's business
objectives, with a particular emphasis on stockholder value. Certain of the
Company's executive officers were in 1994, and are currently, employed pursuant
to multi-year employment agreements, the purpose of which is to retain the
services of such officers for extended periods. The minimum salary to which each
such executive officer is entitled is specified in the employment agreement, but
the annual bonus for such executive officers (other than Messrs. Kalvaria,
Kingsmore and Carson, whose respective employment agreements provide for certain
minimum levels of bonus compensation), which is a major part of an executive
officer's cash compensation, and awards of stock options for executive officers,
are approved by the Compensation Committee, which is comprised entirely of
unaffiliated directors. The principal terms of the employment agreements of
certain executive officers are described under 'Employment Arrangements with
Executive Officers' below.

To fulfill its principal function, the Compensation Committee specifically
reviews and approves each of the elements of the Executive Compensation Program
and will continually assess the effectiveness of the program as a whole. This
includes reviewing the design of the Company's various incentive plans for
executive officers and assessing the competitiveness of the overall Executive
Compensation Program.

Overall Objectives of the Executive Compensation Program. The Executive
Compensation Program is designed to help the Company retain, motivate and
recruit the executive officers needed to maximize the Company's return to
stockholders. The Company's explicit objective is to pay at levels required to
secure the exceptionally talented executive officers, in particular, and
employees, in general, necessary to achieve its long-term financial, strategic
and stock price growth goals. Since one of the Company's objectives is rapid
revenue growth, both by internal expansion and through acquisitions, the Company
has recruited the executive talent required to run a company which is larger
than the Company in its present form.

Toward that end, the Executive Compensation Program is designed to provide:

Levels of compensation that are competitive with those provided in
the various markets in which the Company competes for its executive
resources.

<PAGE>
Incentive compensation that:

varies in a consistent and predictable manner with the financial
performance of the Company and/or its various business units;

varies in a consistent and predictable manner with the stock price
performance of the Company; and

effectively rewards individual performance.

In designing and administering the Executive Compensation Program, the
Compensation Committee, acting on behalf of the stockholders, seeks an
appropriate balance among these objectives, the most important of which are
discussed in greater detail below.

Providing Highly Competitive Levels of Compensation. The Company provides
its executive officers with a total compensation package that -- at expected
levels of performance -- is generally intended to rank in the 75th percentile of
compensation packages provided to executives in the consumer products and food
and beverage industries (as adjusted to reflect the Company's size, inclusive of
franchise sales) who hold comparable positions or have similar qualifications.
In addition, such compensation takes into account the highly unusual roles and
combinations of responsibilities undertaken by Triarc's executive officers.

Given the Company's aggressive stockholder return objectives, the Company
has designed salary and incentive programs intended to attract exceptionally
high-caliber executives and is committed to paying these same executives a
substantial portion of their compensation based directly on the Company and
business unit performance.

To establish appropriate competitive frames of reference, the Company looks
toward pay levels offered by leading-performance companies in the relevant
markets for executive talent. The Company periodically assesses an executive's
competitive level of compensation based on information drawn from a variety of
sources, including proxy statements, compensation surveys and external
compensation consultants. The Company's review of competitive compensation
levels incorporates a case-by-case approach that considers each position's
relative content, accountabilities and scope of responsibility. The Company also
takes into account its businesses, current size and expected growth, expected
contributions from specific executives and other similar factors. For senior
executive corporate officers, this review includes an examination of pay data
for comparable positions within the consumer products and food and beverage
industries, as well as data for other diversified holding companies. Comparisons
for senior unit officers were made to compensation rates for analogous positions
in the consumer products and food and beverage industries and general industry,
as appropriate to each unit's business. The Committee paid particular attention
to each position's specific mix and scope of responsibilities relative to those
for the surveyed positions.

Companies included in these comparisons were selected based on the
availability of their data in readily accessible compensation surveys. Further,
specific competitive data for the Company's positions was developed on a sales
size-adjusted basis after ensuring that, in combination, the sources included
companies that were generally reflective of the Company's size and scope of
operations.

The Committee selected companies for compensation comparison purposes while
being aware of the fact that these companies differed from those used for
relative stockholder return comparison purposes in this proxy statement's
performance graph. The Committee believes stockholders' interests are best
served by providing compensation necessary to attract needed exceptional
executive talent from relevant labor markets and that, in many cases, this
talent will be attracted from sources outside

<PAGE>
the performance comparison group since the diversified companies used for
comparison of relative stockholder return may not compete in any or all of the
four businesses engaged in by the Company. The Committee believes this executive
resources strategy will enable the Company to exhibit long-term stockholder
returns above those evident in the performance graph comparison group.

While the expected value of an executive's compensation package is set at a
highly competitive level, each executive officer's pay package places a
significant portion of pay at risk, and the actual value of the package will
exceed or fall below this level depending on actual Company results. The Company
is committed to the pay-for-performance philosophy and is implementing an
Executive Compensation Program which ensures that stockholders receive
performance-for-pay.

Ensuring Incentive Compensation Varies With Performance. The Executive
Compensation Program is designed to ensure that incentive compensation varies in
a consistent and predictable manner with the financial and stock performance of
the Company and/or its business units. Awards paid under the Company's annual
and long-term incentive plans will be directly tied to the Company's and its
units' short-and long-term financial performance, as well as the performance of
the Company's stock price. To that end, in light of the Company's performance in
1994, incentive awards granted in 1994 to the Company's senior executives (other
than those executives whose employment agreements specify a minimum required
level of such awards) were generally lower than those granted to such executives
in 1993.

The Company's various incentive plans each serve slightly different
purposes and, as such, employ different measures of performance and cover
different periods of time. Accordingly, an executive officer's total
compensation will not typically vary based on any single measure of Company or
business unit performance over a particular period of time. However, in
combination, these plans provide a powerful incentive -- focusing management
attention on those measures important to stockholders, and hold participants
accountable for poor results and reward them for superior accomplishments.

The Company also believes that effectively rewarding individual performance
helps drive managers to contribute in ways that enhance the financial and stock
performance of the Company and its various business units. Although the
Executive Compensation Program provides compensation that varies with financial
and stock price performance, an executive officer's incentive awards may also be
influenced by qualitative assessments of Company, business unit and individual
performance, as appropriate. For all executive officers, these assessments are
made by the Compensation Committee.

Overview of the Executive Compensation Program. The Executive Compensation
Program is comprised of three principal elements, the base salary program, and
annual and long-term incentives (consisting of the mid-term plans discussed
below and restricted stock and option awards). Each of these is designed and
administered with the explicit purpose of furthering the stockholders' interests
by facilitating the employment of highly-talented executives and motivating them
to achieve exceptional levels of performance. An overview of each of these
elements and how each is intended to support stockholder interests are provided
below.

Base Salary Compensation. The Company's base salary program is
intended to provide base salary levels that are competitive in the external
market for executive talent, reflect an individual's ongoing performance,
and are periodically adjusted based on the executive's performance, the
Company's overall financial performance and expected salary increases in
the market for executive talent.

<PAGE>
The Company believes the mix of elements in the Executive Compensation
Program is appropriate, and will periodically review base salary levels, their
relationship to the competitive market and to the other components of the
program.

Annual Incentive Compensation. The Company's annual cash incentive
plan for executive officers and key employees of the Company's four
businesses (the 'Annual Plan') provides competitive annual pay
opportunities with 50% of amounts earned directly linked to the Company's
and/or business unit's annual financial performance, with the remaining 50%
being based on the individual's annual performance. The Annual Plan sets
annual incentive target awards at levels that are competitive in the
context of the Company's total Executive Compensation Program, and the
appropriate mix of variable and fixed compensation. Financial performance
is assessed annually against pre-set financial and strategic objectives.

Each executive's individual performance award is tied to performance
measures most appropriate to his or her responsibilities. To reinforce the need
for teamwork and focus attention on overall Company objectives, all participants
have 50% of their award tied to corporate or unit financial performance, as
defined by operating income and other measures selected by the Compensation
Committee at the outset of each plan year. For additional information regarding
the Annual Plan, see 'Employment Arrangements with Executive Officers -- Cash
Incentive Plans' below.

The Compensation Committee believes that the Annual Plan plays a critical
role in the Company's ability to attract desired executives and motivate them
toward aggressive levels of performance.

Long-Term Incentive Compensation. The Company provides the executive
officers and key employees of its four principal business units with
incentives linked to longer-term business unit and corporate performance
through mid-term cash incentive plans (the 'Mid-Term Plans'), and the
Equity Participation Plan. The combination of these two key elements is
intended to provide competitive long-term incentive opportunities, enable
participants to build significant wealth when meaningful stockholder wealth
has been created, and directly link a significant portion of total pay to
the Company's long-term stock performance and, as appropriate, to business
unit longer-term financial performance.

Triarc is currently developing Mid-Term Plans for executive officers and
key employees of each of Royal Crown, Arby's and National Propane. Graniteville
has adopted a Mid-Term Plan for its executive officers and key employees.
Graniteville's Mid-Term Plan provides for, and each Mid-Term Plan for the other
principal business units of the Company will provide for, cash awards to
participants based on the unit's profit performance over a three-year period. A
pool is created based upon the amount by which the unit's actual profit reaches
or exceeds a targeted level. For additional information regarding the Mid-Term
Plans, see 'Employment Arrangements with Executive Officers -- Cash Incentive
Plans' below.

The Equity Participation Plan provides senior corporate and business unit
managers and key employees, including the individuals named in the Summary
Compensation Table below, with stock-based incentives. Although the Equity
Participation Plan is generally designed to provide periodic grants of options
on the Class A Common Stock, it also provides for the use of restricted stock
awards. Overall, the Equity Participation Plan is intended to provide
competitive long-term incentive opportunities and tie executive long-term
financial gain to increases in the Company's stock price. For additional
information regarding the Annual Plan, see 'Employment Arrangements with
Executive Officers -- Cash Incentive Plans' below.

<PAGE>
Other Executive Compensation. In addition, the Company provides executive
officers with benefits and perquisites such as a 401(k) plan, health and life
insurance benefits and tax planning advice. Overall, the Compensation Committee
believes the provided levels of benefits and perquisites are necessary and, in
combination with the previously mentioned compensation elements, facilitate the
Company's ability to secure the needed executive talents.

Adoption of CEO and COO Compensation Arrangements. In April 1993, the
Compensation Committee adopted compensation arrangements with the Company's new
Chairman and Chief Executive Officer and President and Chief Operating Officer
that included base salaries of $1 per year and incentive compensation on a
discretionary basis. In addition, at that time, the Compensation Committee
approved for such executives up-front stock option grants.

In April 1994, the Compensation Committee approved, subject to approval by
the stockholders of appropriate amendments to the Equity Participation Plan
(which amendments were approved by Triarc's stockholders on June 9, 1994),
grants for the Chairman and Chief Executive Officer and the President and Chief
Operating Officer of 'performance stock options' for an aggregate of 3,500,000
shares of Class A Common Stock. These options were granted in lieu of base
salary, annual performance bonus and long term compensation for a six-year
period commencing April, 1993. In addition, performance stock options for an
aggregate of 350,000 shares were granted to the Vice Chairman of the Company.
The options have an exercise price of $20.125 per share and will vest and become
exercisable as follows: if the closing price of a share of Class A Common Stock
is at least approximately 135% of the exercise price for 20 out of 30
consecutive trading days ending on or prior to March 30, 1999, each such option
will vest and become exercisable as to one third of the shares subject to the
option; if the closing price of a share of Class A Common Stock is at least
approximately 180% of the exercise price for 20 out of 30 consecutive trading
days ending on or prior to March 30, 2000, each such option will vest and become
exercisable as to one third of the shares subject to the option; and if the
closing price of a share of Class A Common Stock is at least approximately 225%
of the exercise price for 20 out of 30 consecutive trading days ending on or
prior to March 30, 2001, the options will vest and become exercisable as to one
third of the shares subject to the option. In addition to early vesting in the
event such closing price levels are attained, each such option initially was to
vest and become exercisable after 14 years and 6 months even if Class A Common
Stock did not so appreciate and to have a term of 15 years from the date of
grant. In March 1995, in order to meet certain requirements of the Securities
and Exchange Commission necessary to obtain favorable accounting treatment with
respect to the performance stock options, the Compensation Committee and the
Board of Directors each unanimously approved (with Messrs. Peltz, May and
Kalvaria abstaining) amendments to the performance stock options granted to
Messrs. Peltz, May and Kalvaria, which amendments provided that (a) such options
will vest in 9 years and 6 months, rather than 14 years and 6 months, if the
closing price levels described above are not obtained and (b) such options will
have a term of 10 years, rather than 15 years, from the date of grant.

Additionally, the performance stock options that are exercisable
immediately prior to termination of the optionee's employment remain exercisable
after termination of the optionee's employment during the period of 90 days
immediately following such termination, except upon termination for cause. Upon
the optionee's death or permanent disability while employed by Triarc or upon
the optionee's death during the 90 days following the optionee's termination of
employment, the option becomes fully exercisable and, in the case of the
optionee's death, remains exercisable until the earlier of one year after the
optionee's death or the expiration of the option.

<PAGE>

Consistent with the discussion above, the CEO and the COO each received a
base salary of $1 during Fiscal 1994 and did not receive any annual incentive
bonuses. The Committee remains committed to its notion that such up-front grants
of stock options as performance stock options provide a meaningful and
compelling incentive to the CEO and COO to take actions that result in increases
in stockholder value.

The Omnibus Budget Reconciliation Act of 1993 (the 'Tax Act') includes a
provision which may preclude a publicly held corporation from deducting annual
compensation in excess of $1,000,000 paid to certain of its highly compensated
officers. There are, however, exceptions under the Tax Act for qualified
performance based compensation (including stock options and SARs) if certain
conditions are met. Although the Company intended that the 'performance stock
options' granted to the Chairman and Chief Executive Officer, the President and
Chief Operating Officer and the Vice Chairman satisfy these conditions, there
can be no assurance that they do satisfy such conditions. The Committee is
convinced that the performance incentive provided by the performance stock
options is in the stockholders' best interest, irrespective of their treatment
under the Tax Act.

In addition, the Compensation Committee agreed that annual incentives for
the rest of the corporate staff would be on a discretionary basis, based on
interim and year-end reviews of performance relative to strategic and financial
objectives. The Compensation Committee believes that a less discretionary
process would be impractical during the current period of relative uncertainty,
as the Company's corporate center and business are restructured. The Company
intends to move to a more formalized annual incentive plan that determines
awards based on Company or unit performance and achievement of specific
objectives, when appropriate.

Adoption of Mid-Term Plans. The Compensation Committee approved, in
concept, the implementation of the Mid-Term Plans which is intended to focus the
efforts of the management of each of the Company's four principal business units
on sustained profitability. The Graniteville Mid-Term Plan provides for, and the
Mid-Term Plans which are being developed for the other principal business units
of the Company will provide for, awards out of an incentive pool created for
each of the four principal business units based upon the amount by which a
unit's actual profit reaches or exceeds a pre-determined level over a three year
cycle.

The Compensation Committee believes the Mid-Term Plans will provide an
important component of incentive compensation by highlighting longer-term
performance of each business unit. With relatively autonomous units in diverse
businesses, linking a portion of variable pay to business unit results will hold
senior unit managers accountable for sustained unit profitability. A manager's
participation in a Mid-Term Plan would be complemented, as appropriate, by
participation in the Equity Participation Plan. Taken together, these two forms
of long-term incentives will provide business unit managers with vested
interests in maximizing their unit's longer-term profitability.

Grant of Equity-based Incentives. The Compensation Committee approved stock
option grants in respect of 1994 performance to selected corporate and business
unit managers, since the Compensation Committee determined that it was in the
best interest of stockholders to provide significant equity incentives to the
Company's management team. Accordingly, on November 30, 1994, options were
granted with an exercise price equal to the closing price of the Class A Common
Stock on the New York Stock Exchange on such date. Such options are set forth in
the Summary Compensation Table below.

Summary. The Compensation Committee believes the Executive Compensation
Program, through the Compensation Committee's administration of the elements of
the Program, will ensure the

<PAGE>
Company's ability to retain, motivate and attract the executive resources
required to maximize stockholder returns. The Company's competitive pay
philosophy facilitates the employment of talented executives. The emphasis on
variable pay and the direct link to both short-and long-term results, as well as
financial and stock performance, links this competitive pay to critical measures
of Company performance. In combination, all these elements act in the best
interests of the Company's stockholders.

The Compensation Committee
Gerald Tsai, Jr., Chairman
Stanley R. Jaffe
David E. Schwab II

INTRODUCTION TO SUMMARY COMPENSATION TABLE

Just prior to the end of the fiscal year ended April 30, 1993 ('Fiscal
1993'), a new chief executive officer as well as other new executive officers of
Triarc were elected in connection with the Change in Control. At the same time,
Triarc's former chief executive officer and all other executive officers of
Triarc except Harold D. Kingsmore and Jack Coppersmith (who resigned as an
officer and employee on August 10, 1993), ceased to be executive officers of
Triarc and/or its subsidiaries. Accordingly, during Fiscal 1993 neither Triarc's
new chief executive officer nor any of its other new executive officers received
any material amount of salary from Triarc. Therefore, the only information with
respect to annual salaries for Fiscal 1993 set forth in the Summary Compensation
Table is presented with respect to Mr. Kingsmore. The Summary Compensation Table
does set forth cash bonuses awarded during Fiscal 1993 to certain of the new
executive officers at the time they accepted employment with Triarc and in
respect of performance during 1993 and 1994, as well as non-cash awards during
Fiscal 1993 and Fiscal 1994 under the Equity Participation Plan to Triarc's
chief executive officer and to four of the other executive officers of Triarc
who constituted Triarc's most highly compensated executive officers during
Fiscal 1994.

Messrs. Peltz, May and Kalvaria serve as directors and officers of Triarc
and several of its subsidiaries, and Mr. Levato serves as an officer of Triarc
and several of its subsidiaries. All compensation set forth in the Summary
Compensation Table for Messrs. Peltz, May, Kalvaria and Levato was paid by
Triarc and represents amounts paid for services rendered to Triarc and its
subsidiaries. All cash compensation set forth in the Summary Compensation Table
for Messrs. Carson and Pierce was paid by Royal Crown Company, Inc. and Arby's,
Inc., respectively. All cash compensation set forth in the Summary Compensation
Table for Mr. Kingsmore was paid by Graniteville Company. All non-cash awards
granted to any Named Officer were made by Triarc. Additional information with
respect to the compensation arrangements for the chief executive officer and the
Named Officers is set forth below under 'Employment Arrangements with Executive
Officers.'

<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------------------------
NAME AND PRINCIPAL OTHER ANNUAL
POSITION PERIOD(1) SALARY($) BONUS($) COMPENSATION($)
- ------------------------------ --------- --------- --------- ---------------

<S> <C> <C> <C> <C>
Nelson Peltz(2) .............. 1994 1 -- 913,406(7)
Chairman and Chief Executive TP 1 -- --
Officer of Triarc 1993 -- -- --

Peter W. May(2) .............. 1994 1 -- 97,019(8)
President and Chief TP 1 -- --
Operating Officer of Triarc 1993 -- -- --

Leon Kalvaria ................ 1994 500,000 725,000 409,294(9)
Vice Chairman of Triarc TP 333,336 550,000 520,181(9)
1993 -- 800,000(4) --

John C. Carson ............... 1994 500,000 350,000 (11)
President and Chief TP 322,436 250,000 123,626(10)
Executive Officer of Royal 1993 -- 1,000,000(5) --
Crown Company, Inc.

Harold D. Kingsmore . 1994 400,000 450,000 (11)
President and Chief TP 266,666 450,000 --
Executive Officer of 1993 300,000 1,300,000 (11)
Graniteville Company 1992 300,000 700,000 (11)

Donald L. Pierce ............. 1994 350,000 225,000 (11)
President and Chief TP 218,750 175,000 346,797(14)
Executive Officer of Arby's, 1993 -- 500,000(5) --
Inc.

Joseph A. Levato ............. 1994 306,250 315,000 (11)
Executive Vice President of TP 200,000 350,000 (11)
Triarc 1993 -- -- --

<CAPTION>
LONG TERM COMPENSATION
------------------------------------------------------------------
AWARDS PAYOUTS
----------------------------------- ----------
RESTRICTED SECURITIES
STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION AWARD(S)(#)(6) OPTIONS/SARS(#)(6) PAYOUTS($) COMPENSATION($)
- ------------------------------ -------------- ------------------ ---------- ---------------
<S> <C> <C> <C> <C>
Nelson Peltz(2) .............. -- 2,340,000(3) -- --
Chairman and Chief Executive -- 75,000 -- --
Officer of Triarc -- 600,000 -- --
Peter W. May(2) .............. -- 1,560,000(3) -- --
President and Chief -- 50,000 -- --
Operating Officer of Triarc -- 400,000 -- --
Leon Kalvaria ................ -- 430,000 -- 2,281(12)
Vice Chairman of Triarc 12,500 40,000 -- 1,088(12)
30,000 150,000 -- --
John C. Carson ............... -- 50,000 -- --
President and Chief 7,500 30,000 -- --
Executive Officer of Royal 37,500 120,000 -- --
Crown Company, Inc.
Harold D. Kingsmore . -- 22,000 -- 3,750(12)
President and Chief -- 10,000 -- --
Executive Officer of 50,000 50,000 -- --
Graniteville Company -- -- 11,903(13)
Donald L. Pierce ............. -- 50,000 -- 3,750(12)
President and Chief 6,250 35,000 -- --
Executive Officer of Arby's, 55,000 65,000 -- --
Inc.
Joseph A. Levato ............. -- 30,000 -- 2,281(12)
Executive Vice President of -- 30,000 -- 590(12)
Triarc 25,000 50,000 -- --
</TABLE>

- ------------

(1) Information set forth opposite the letter 'TP' relates to Transition 1993
(i.e., the eight month period ended December 31, 1993), while information
set forth opposite 1994 relates to Fiscal 1994 (the year ended December 31,
1994) and the information set forth opposite 1993 or 1992 relates to Fiscal
1993 (the 12-month period ended April 30, 1993) or Fiscal 1992 (the
12-month period ended April 30, 1992), respectively.

(2) Did not receive any amount of compensation during Fiscal 1993, except as
set forth under 'Long-Term Compensation -- Awards.'

(3) Of these amounts, options to acquire 2,100,000 and 1,400,000 shares of
Class A Common Stock, respectively, for Messrs. Peltz and May are
performance based stock options granted to Messrs. Peltz and May in lieu of
base salary, annual performance bonus and long-term compensation for a
six-year period commencing April 1993. See 'Employment Arrangements with
Executive Officers -- Nelson Peltz and Peter W. May' below.

(4) Discretionary bonus awarded April 24, 1993 in respect of services rendered
in connection with the Change in Control. See ' -- Employment Arrangements
with Executive Officers,' below.

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(5) One-time bonus pursuant to employment agreements entered into effective
April 24, 1993. See ' -- Employment Arrangements with Executive Officers,'
below.

(6) All restricted stock awards and stock option grants were made pursuant to
the Equity Participation Plan. The restricted stock awards are described
under ' -- Employment Arrangements with Executive Officers' below. Based
upon the closing price of Class A Common Stock on the NYSE on December 31,
1994 of $11.75 the number and value of the aggregate restricted stock
holdings of the Named Officers are as follows: Mr. Kalvaria -- 42,500
shares with a value of $499,375; Mr. Carson -- 45,000 shares with a value
of $528,750; Mr. Kingsmore -- 50,000 shares with a value of $587,500; Mr.
Pierce -- 61,250 shares with a value of 719,687.50 and Mr. Levato -- 25,000
shares with a value of $293,750. The option grants are described below
under ' -- Options Granted In Respect of Fiscal 1994.' Prior to adoption of
the Equity Participation Plan in April 1993, the Company's executive
compensation program did not include grants of restricted stock awards.

(7) Includes relocation costs of $736,872 and $176,534 for charges relating to
use of corporate aircraft.

(8) Represents charges relating to use of corporate aircraft.

(9) Includes relocation charges of $396,096 and $519,323, in 1994 and 1993,
respectively.

(10) Includes relocation costs of $121,422.

(11) Perquisites and other personal benefits did not exceed the lesser of either
$50,000 or 10% of the total annual salary and bonus reported under the
headings of 'Salary' and 'Bonus.'

(12) Represents amounts contributed to 401(k) plans by Triarc and its
subsidiaries on behalf of the Named Officer.

(13) Represents distributions under the Graniteville Company Retirement Savings
Plan.

(14) Includes relocation costs of $345,289.

EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS

Nelson Peltz and Peter W. May. Since the Change in Control, Nelson Peltz
and Peter W. May have been serving Triarc as its Chairman and Chief Executive
Officer and its President and Chief Operating Officer, respectively, and each of
them currently is receiving an annual base salary of $1.00. In addition, Messrs.
Peltz and May participate in the incentive compensation and welfare and benefit
plans made available to Triarc's corporate officers, including the Equity
Participation Plan described below. Also, Messrs. Peltz and May were granted
certain 'performance options' in April 1994. See 'Report of the Compensation
Committee -- Adoption of CEO and COO Compensation Arrangements' above.

Leon Kalvaria. Since the Reorganization, Leon Kalvaria has been serving
Triarc as its Vice Chairman and is currently receiving an annual base salary of
$500,000. Effective November 1, 1993, Mr. Kalvaria entered into an employment
agreement with Triarc (the 'Kalvaria Employment Agreement') having an initial
term which expires on December 31, 1996 but which automatically extends for
successive three year periods on January 1 of each year, commencing January 1,
1995, unless, not later than one year preceding the date of any such extension,
either party notifies the other that it does not wish to have the term so
extended. The Kalvaria Employment Agreement provides for an annual salary of
$500,000. In addition, the Kalvaria Employment Agreement provides that Mr.
Kalvaria will be entitled to receive a bonus payment in each full calendar year
of the agreement, commencing in 1994, in

<PAGE>

an amount not less than the amount by which the salary and other cash payments
made to him during such year pursuant to any long or short-term management
incentive plan is less than $800,000. The Kalvaria Employment Agreement also
provides that if Mr. Kalvaria dies during the term of the agreement, his legal
representative will be entitled to receive from Triarc an amount calculated at
an annual rate of $800,000 for the remaining term of the agreement if Triarc is
able to procure, at a reasonable rate, term insurance on Mr. Kalvaria's life to
pay such obligation, or, if Triarc is not able to procure such insurance, an
amount calculated at the annual rate of $800,000 for the three-month period
following Mr. Kalvaria's death. Triarc has obtained such insurance to fund this
obligation through the year 2000 at an annual premium of approximately $3,000.
The Kalvaria Employment Agreement also provides that if Triarc terminates the
agreement as a result of Mr. Kalvaria becoming disabled, Triarc will continue to
pay Mr. Kalvaria at the annual rate of $800,000 for an eighteen month period
following such termination. Pursuant to the Kalvaria Employment Agreement, if
Mr. Kalvaria's employment terminates for any reason other than for cause, all
restricted stock awards granted to Mr. Kalvaria will immediately vest in their
entirety and all stock options granted to Mr. Kalvaria will vest immediately in
their entirety and remain exercisable for a period of one year following the
date of such termination. In addition, if Mr. Kalvaria's employment terminates
for any reason other than for cause, certain 'performance stock options' granted
to Mr. Kalvaria will immediately vest in their entirety and will remain
exercisable for a period of 90 days following the date of such termination. For
additional information regarding the terms of such 'performance stock options,'
see 'Report of the Compensation Committee -- Adoption of CEO and COO
Compensation Arrangements' above.

Triarc and Mr. Kalvaria are parties to an agreement (the 'Relocation
Agreement') pursuant to which Mr. Kalvaria relocated in 1993 to Florida in order
to work in Triarc's offices which were then located in West Palm Beach. In
addition to providing certain standard relocation benefits, pursuant to the
Relocation Agreement, Triarc guaranteed a $3 million bank loan (the 'Bank Loan')
secured by a first mortgage on Mr. Kalvaria's new Florida residence (the
'Florida Property'), and Triarc made loans aggregating $500,000 (collectively,
the 'Company Loan') to Mr. Kalvaria in connection with his purchase of the
Florida Property. In connection with the 1994 relocation of Triarc's corporate
headquarters to New York City, Triarc agreed to reimburse Mr. Kalvaria for the
costs incurred by him (including certain expenses relating to his New York
apartment) as well as for certain tax effects of such relocation payments.
Furthermore, in connection with the 1994 relocation, Triarc entered into an
agreement with a relocation company with respect to the sale of the Florida
Property. Pursuant to that agreement, title to the Florida Property was
transferred to the relocation company, Mr. Kalvaria received from the relocation
company an amount in cash equal to his equity in the Florida Property, the
Company Loan was repaid in full and the relocation company assumed
responsibility for the sale of the Florida Property. In connection therewith,
Triarc agreed to pay approximately $30,000 per month (including amounts with
respect to interest on the Bank Loan and on the advance by the relocation
company of Mr. Kalvaria's equity in the Florida Property) to the relocation
company to maintain the Florida Property until it was sold. In February 1995,
the Florida Property was sold to an unaffiliated party at a profit (which Triarc
retained), and Triarc was released from its guarantee of the Bank Loan. In
connection with such sale, Triarc paid sales commission and relocation company
fees of approximately $230,000, all of which was paid out of the sale proceeds.

John C. Carson. On April 24, 1993, Triarc and Royal Crown entered into an
employment agreement with John C. Carson (the 'Carson Employment Agreement')
providing for the employment of Mr. Carson as President and Chief Executive
Officer of Royal Crown. Mr. Carson's term of full-time employment began on May
10, 1993 and will continue (unless otherwise terminated as provided in the

<PAGE>
Carson Employment Agreement) until December 31, 1996, subject to automatic
renewal for successive two-year periods unless either Royal Crown or Mr. Carson
elects, upon 180 days' notice, not to renew.

Pursuant to the Carson Employment Agreement, Mr. Carson receives an annual
base salary of $500,000. Mr. Carson is also eligible to receive an annual cash
incentive bonus under Royal Crown's annual cash incentive plan (described
below), cash compensation under Royal Crown's mid-term cash incentive plan
(described below) and additional compensation under the Equity Participation
Plan. As discussed below, Royal Crown's mid-term cash incentive plan is
presently in the process of being developed. For 1994, the sum of Mr. Carson's
salary and annual cash incentive bonus was required to be at least $800,000. Mr.
Carson's annual base salary will be reviewed annually for possible increase, but
not decrease, by the Board of Directors of Royal Crown.

Should Royal Crown elect to terminate Mr. Carson's employment without good
cause, the Carson Employment Agreement provides that he will receive a special
payment of $800,000 in addition to base salary through the end of the month in
which the termination occurs and accrued bonuses and compensation under Royal
Crown's mid-term cash incentive plan. The Carson Employment Agreement provides
that, in the event of a change in control of Royal Crown or any parent of Royal
Crown (the 'Parent Corporation'), Mr. Carson would be obligated to continue in
employment under the Carson Employment Agreement until the first anniversary of
such change in control, after which he would have the right to resign as an
officer and employee of Royal Crown and to receive the same payments that he
would have been entitled to receive had his employment been terminated by Royal
Crown without good cause. A 'change in control' is defined to mean: (i) the
acquisition by any person of 50% or more of the combined voting power of the
outstanding securities entitled to vote generally in the election of directors
of either Royal Crown or of any Parent Corporation; (ii) a majority of the Board
of Directors of Royal Crown or any Parent Corporation shall be individuals who
are not nominated by the Board of Directors of Royal Crown or such Parent
Corporation, as the case may be; or (iii) Royal Crown or any Parent Corporation
is merged or consolidated with a corporation other than Royal Crown or a Parent
Corporation, or all or substantially all of the assets of Royal Crown or a
Parent Corporation are acquired by a corporation that is not Royal Crown or a
Parent Corporation.

The acquisition of any portion of the combined voting power of either Royal
Crown or Triarc by DWG Acquisition, Nelson Peltz or Peter W. May or by any
person affiliated with such persons, or the merger, consolidation or sale of
assets of either Royal Crown or Triarc or any subsidiary or Triarc with or to
any corporation or entity controlled by DWG Acquisition, Nelson Peltz or Peter
W. May or by any person affiliated with such persons, does not constitute a
change in control.

Harold D. Kingsmore. On April 24, 1993, Graniteville and Harold D.
Kingsmore entered into an employment agreement (the 'Kingsmore Employment
Agreement') providing for Mr. Kingsmore's employment as President and Chief
Executive Officer of Graniteville. The term of the agreement commenced May 1,
1993 and will continue (unless otherwise terminated as provided in the Kingsmore
Employment Agreement) until December 31, 1996, subject to renewal for an
additional three years unless either party notifies the other that it does not
wish to renew.

Pursuant to the Kingsmore Employment Agreement, Mr. Kingsmore receives an
annual base salary of $400,000. Mr. Kingsmore also will be eligible to receive
an annual cash incentive bonus under Graniteville's annual cash incentive plan
(described below), cash compensation under Graniteville's mid-term cash
incentive plan (described below) and additional compensation under the Equity
Participation Plan. To compensate for the fact that no distribution will be made
under the mid-term plan until completion of the first three year performance
cycle, the Kingsmore Employment Agreement

<PAGE>
provides that Mr. Kingsmore was to receive cash compensation of at least
$850,000 with respect to his services during 1994 and will receive cash
compensation of at least $850,000 with respect to his services during 1995, in
each case, exclusive of any accrual with respect to such years under the
mid-term plan. Mr. Kingsmore's annual base salary will be reviewed annually for
possible increase, but not decrease, by Graniteville's Board of Directors.

Donald L. Pierce. On April 24, 1993, Arby's entered into an employment
agreement with Donald L. Pierce (the 'Pierce Employment Agreement,' and
collectively with the Kalvaria Employment Agreement, the Carson Employment
Agreement and the Kingsmore Employment Agreement, the 'Employment Agreements')
providing for Mr. Pierce's employment as President and Chief Executive Officer
of Arby's. The term of Mr. Pierce's employment commenced in May 1993 and will
continue (unless otherwise terminated as provided in the Pierce Employment
Agreement) until December 31, 1996, subject to renewal for an additional three
years unless either party notifies the other that it does not wish to renew.

Pursuant to the Pierce Employment Agreement, Mr. Pierce will receive an
annual base salary of $350,000. Mr. Pierce also will be eligible to receive an
annual cash incentive bonus under Arby's annual cash incentive plan (described
below), additional cash compensation under Arby's mid-term cash incentive plan
(described below) and additional compensation under the Equity Participation
Plan. As discussed below, Arby's mid-term cash incentive plan is presently being
developed. Mr. Pierce's annual base salary will be reviewed annually for
possible increase, but not decrease, by Arby's Board of Directors.

CASH INCENTIVE PLANS

Triarc has developed annual cash incentive plans (each, an 'Annual
Incentive Plan') for executive officers and key employees of each of Royal
Crown, Arby's, National Propane and Graniteville and is presently developing
mid-term cash incentive plans (each, a 'Mid-Term Incentive Plan') for executive
officers and key employees of each of Royal Crown, Arby's and National Propane.
Graniteville has adopted a mid-term cash incentive plan (the 'Graniteville
Mid-Term Plan').

Each Annual Incentive Plan is designed to provide annual incentive awards
to participants, 50% of which are based on whether the applicable company has
met certain pre-determined goals and 50% of which is based on the performance of
the participant during the preceding year. Under each Annual Incentive Plan,
participants may receive awards of a specified percentage of their then current
base salaries, which percentage varies depending upon the level of seniority and
responsibility of the participant. Such percentage is set by the company's
management in consultation with management of Triarc. The board of directors of
each company, in consultation with management of Triarc and the Compensation
Committee of the Triarc Board of Directors, may elect to adjust awards on a
discretionary basis to reflect the relative individual contribution of the
executive or key employee, to evaluate the 'quality' of the company's earnings
or to take into account external factors that affect performance results. The
board of directors of each company may also decide that multiple performance
objectives related to the company's and/or the individual's performance may be
appropriate and in such event, such factors would be weighted in order to
determine the amount of the annual incentive awards. Each Annual Incentive Plan
is administered by the respective company's board of directors and Triarc's
management and may be amended or terminated by such board of directors and
Triarc's management at any time.

<PAGE>
Pursuant to their Employment Agreements, the Annual Incentive Plans of
Royal Crown, Graniteville and Arby's will enable Messrs. Carson, Kingsmore and
Pierce, respectively, to earn up to 75% of their then-current base salaries
based on achievement of their respective individual and company performance
goals.

Under each Mid-Term Incentive Plan and the Graniteville Mid-Term Plan, as
the case may be, incentive awards will be granted to participants if the
applicable company achieves an agreed upon profit over a three year performance
cycle. During each plan year, an amount will be accrued for each participant
based upon the amount by which the relevant company's profit for such year
exceeds a minimum return to be determined. A new three-year performance cycle
will begin each year, such that after the third year the annual cash amount paid
to participants pursuant to the relevant Mid-Term Incentive Plan should equal
the target award if their respective company's profit goals have been achieved
for the full three-year cycle. Except as set forth in the Employment Agreements,
the board of directors of each company, together with Triarc's management and
the Compensation Committee of Triarc's Board of Directors, may adjust, upward or
downward, an individual's award based upon an assessment of the individual's
relative contribution to the company's longer-term profit performance. The board
of directors and Triarc's management may amend or terminate the mid-term
incentive plan for such company at any time.

Pursuant to the terms of their Employment Agreements, the mid-term
incentive plans of Royal Crown, Graniteville and Arby's will enable Messrs.
Carson, Kingsmore and Pierce to earn an amount at least equal to 75% of their
then-current base salary if Royal Crown, Graniteville or Arby's, as the case may
be, achieves the agreed-upon profit over a three-year performance cycle. For Mr.
Carson, amounts accrued with respect to 1993 and 1994 were at guaranteed
minimums of 100% of the annualized target award for the portion of 1993 that Mr.
Carson was employed by Royal Crown (i.e., at least $72,917 based on a May 31,
1993 commencement date) and 100% of the target award for 1994 (i.e., at least
$125,000), respectively. For Mr. Pierce, amounts accrued for 1993 were at a
guaranteed minimum of 80% of the annualized target for the portion of 1993 that
he was employed by Arby's (i.e., at least $40,833 based on a May 31, 1993
commencement date).

From time to time, the Compensation Committee of the Triarc Board may award
discretionary bonuses based on performance to certain executive officers. The
amounts of such bonuses will be based on the Compensation Committee's evaluation
of each such individual's contribution.

1993 EQUITY PARTICIPATION PLAN

The Equity Participation Plan was adopted on April 24, 1993, amended and
restated on July 22, 1993, and, as amended and restated, was approved by
Triarc's stockholders on October 27, 1993. The Equity Participation Plan was
also amended on April 19, 1994, with further amendments which were approved by
Triarc's stockholders on June 9, 1994. It expires by its terms on April 24,
1998. The plan provides for the grant of options to purchase Class A Common
Stock (including performance stock options, which are described in 'Report of
the Compensation Committee -- Adoption of CEO and COO Compensation Arrangements'
above), SARs, restricted shares of Class A Common Stock and, to non-employee
directors of Triarc, at their option, shares of Class A Common Stock in lieu of
annual retainer fees and/or Board of Directors or committee meeting attendance
fees that would otherwise be payable in cash. Directors, selected officers and
key employees of, and key consultants to, Triarc and its subsidiaries are
eligible to participate in the plan. The plan is being administered by the
Compensation Committee of the Triarc Board, which will determine from time to
time to grant options, SARs and restricted stock.

<PAGE>
On April 24, 1993, each of Messrs. Kalvaria, Carson, Kingsmore Pierce and
Levato were granted restricted shares of Class A Common Stock under the Equity
Participation Plan (each, a 'Fiscal 1993 RSA'). Each Fiscal 1993 RSA is set
forth in the Summary Compensation Table above. In addition, on March 1, 1994,
each of Messrs. Kalvaria, Carson and Pierce also received additional restricted
shares of Class A Common Stock, which shares were granted in respect of their
respective performance during Transition 1993 and to incentivize their future
performance (each, a 'Transition 1993 RSA'). Each Transition 1993 RSA is set
forth in the Summary Compensation Table above. All of the Fiscal 1993 RSAs
granted to Mr. Carson will vest on May 10, 1996, and all of the Fiscal 1993 RSAs
granted to Messrs. Kalvaria, Kingsmore, Pierce and Levato will vest on December
31, 1996. All of the Transition 1993 RSAs will vest on January 1, 1997;
provided, however, if Mr. Kalvaria's employment terminates for any reason other
than for cause, all restricted shares of Class A Common Stock granted to him,
including his Fiscal 1993 RSAs and Transition 1993 RSAs, will vest immediately
upon such termination.

MISCELLANEOUS

Messrs. Carson, Kingsmore, Pierce and Kalvaria are entitled pursuant to
their respective Employment Agreements to participate in other long-term
compensation and life insurance, disability and medical plans made generally
available to senior officers of Royal Crown, Graniteville, Arby's and Triarc,
respectively. Messrs. Carson, Kingsmore and Pierce also will be provided the use
of a car and other customary benefits during the terms of their respective
agreements. Pursuant to Triarc's employment-related relocation policy, which is
applicable to each of the Named Officers and other senior officers of Triarc, an
officer's compensation will be increased to the extent necessary to cause all
employment-related relocation expenses to be fully reimbursed on a 'after tax'
basis.

OPTIONS GRANTED IN RESPECT OF FISCAL 1994

The following table sets forth certain information with respect to options
to purchase shares of Class A Common Stock granted to the Named Officers in
respect of Fiscal 1994 performance. No tandem or freestanding SARs were granted
to any of the Named Officers, and no stock options were exercised by any Named
Officer during Fiscal 1994.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE
- ----------------------------------------------------------------------------------------------------------------- VALUE
NUMBER OF % OF TOTAL ----------
SECURITIES OPTIONS GRANTED TO EXERCISE GRANT DATE
UNDERLYING EMPLOYEES IN OR BASE PRESENT
OPTIONS RESPECT OF PRICE EXPIRATION VALUE
NAME GRANTED(#) FISCAL 1994 ($/SH) DATE ($)(1)
- ---------------------------------------------- ---------- ------------------ -------- ---------- ----------

<S> <C> <C> <C> <C> <C>
Nelson Peltz.................................. 2,100,000(2) 45% 20.125 4/21/04 19,187,175(3)
240,000(4)(5) 10.75 11/30/04 1,503,350
Peter W. May.................................. 1,400,000(2) 30 20.125 4/21/04 12,791,450(3)
160,000(4)(5) 10.75 11/30/04 1,002,240
Leon Kalvaria................................. 350,000(2) 8 20.125 4/21/04 3,197,862(3)
80,000(4)(5) 10.75 11/30/04 501,110
John C. Carson................................ 50,000(4)(6) 1 10.75 11/30/04 304,069
Harold D. Kingsmore........................... 22,000(4)(6) * 10.75 11/30/04 133,799
Donald L. Pierce.............................. 50,000(4)(6) 1 10.75 11/30/04 304,069
Joseph A. Levato.............................. 30,000(4)(5) * 10.75 11/30/04 187,919
</TABLE>

(footnotes on next page)

<PAGE>
(footnotes from previous page)

* Less than 1%

(1) Except with respect to the performance stock options (see footnote (3)
below), these values were calculated using a Black-Scholes option pricing
model. The actual value, if any, that an executive may realize will depend
on the excess, if any, of the stock price over the exercise price on the
date the options are exercised, and no assurance exists that the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The following assumptions were used in the
calculations:
(a) assumed option term of 7.5 years;
(b) stock price volatility factor of 0.4432;
(c) 7.5% annual discount rate;
(d) no dividend payment; and
(e) 3% discount to Black-Scholes ratio for each year an option remains
unvested.

(2) These performance stock options were granted on April 21, 1994 and have an
exercise price equal to the closing price of the Class A Common Stock on
April 21, 1994. The options will vest and become exercisable as follows: if
the closing price of a share of Class A Common Stock is at least
approximately 135% of the exercise price for 20 out of 30 consecutive
trading days ending on or prior to April 21, 1999, each such option will
vest and become exercisable as to one third of the shares subject to the
option; if the closing price of a share of Class A Common is at least
approximately 180% of the exercise price for 20 out of 30 consecutive
trading days ending on or prior to April 21, 2000, each such option will
vest and become exercisable as to one third of the shares subject to the
option; and if the closing price of a share of Class A Common Stock is at
least approximately 225% of the exercise price for 20 out of 30 consecutive
trading days ending on or prior to April 21, 2001, the options will vest and
become exercisable as to one third of the shares subject to the option. In
addition to early vesting in the event such closing price levels are
attained, each such option will also vest and become exercisable after 9
years and 6 months even if Class A Common Stock does not so appreciate. Such
options have a term of 10 years from the date of grant. For additional
information regarding the terms of such 'performance stock options,' see
'1993 Equity Participation Plan' above.

(3) These values were calculated using the Binomial Option Pricing Model, which
provides a better methodology for developing a present value for performance
stock options than the Black-Scholes Model. The options will become
exercisable and have actual value to the executive only if the performance
criteria are achieved. The actual value, if any, that any executive may
realize will depend on the excess, if any, of the stock price over the
exercise price on the date the options are exercised, and no assurance
exists that the value realized by an executive will be at or near the value
estimated by the Binomial Pricing Model. The following assumptions were used
in the calculations:
(a) assumed option term of 7.5 years;
(b) stock price volatility factor of 0.4758;
(c) 6.5% annual discount rate;
(d) no dividend payment.

(4) These options were granted on November 30, 1994 and have an exercise price
equal to the closing price of the Class A Common Stock on the NYSE on
November 30, 1994.

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(5) One-third of the options granted, vested on the date of grant. One third of
the options granted will vest on each of the first and second anniversaries
of the date of grant and the options will be exercisable at any time between
the date of vesting and the tenth anniversary of the date of grant.

(6) One-third of the options granted will vest on each of the first, second and
third anniversaries of the date of grant and the options will be exercisable
at any time between the date of vesting and the tenth anniversary of the
date of grant.

OPTION VALUES AT END OF FISCAL 1994

The following table sets forth certain information concerning the value at
the end of Fiscal 1994 of unexercised in-the-money options to purchase shares of
Class A Common Stock granted to the Named Officers outstanding as of the end of
Fiscal 1994. No SARs have been granted to any of the Named Officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT FISCAL 1994 AT FISCAL 1994
ACQUIRED END(#) END($)(1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------- ------------ ----------- ----------------- --------------

<S> <C> <C> <C> <C>
Nelson Peltz........................................ -0- -0- 280,000/2,735,000 80,000/160,000
Peter W. May........................................ -0- -0- 186,666/1,823,334 53,333/106,667
Leon Kalvaria....................................... -0- -0- 76,667/ 543,333 26,667/ 53,333
John C. Carson...................................... -0- -0- -0-/ 200,000 -0-/ 50,000
Harold D. Kingsmore................................. -0- -0- -0-/ 82,000 -0-/ 22,000
Donald L. Pierce.................................... -0- -0- -0-/ 150,000 -0-/ 50,000
Joseph A. Levato.................................... -0- -0- 26,667/ 83,333 10,000/ 20,000
</TABLE>

- ------------

(1) On December 31, 1994, the last day of Fiscal 1994, the closing price of the
Class A Common Stock on the NYSE was $11.75.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Not applicable.

<PAGE>
STOCK PRICE PERFORMANCE GRAPH

TRIARC COMPANIES, INC.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN:
TRIARC VS. S&P 500 & S&P DIVERSIFIED MANUFACTURING

TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME APR 89 APR 90 APR 91 APR 92 APR 93 DEC 93 DEC 94
- --------------------------------------------- ------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
TRIARC Class A Common Stock.................. 100 77.78 25.93 66.67 139.81 185.18 87.04
S&P 500 INDEX................................ 100 110.55 130.03 148.28 161.97 175.07 177.38
MFG (DIVERSIFIED INDLS)...................... 100 116.45 124.46 140.97 150.56 175.30 181.46
</TABLE>

This total shareholders return model assumes reinvested dividends.

CERTAIN TRANSACTIONS

CERTAIN TRANSACTIONS WITH FORMER MANAGEMENT AND FORMER AFFILIATES

During Fiscal 1994, Triarc and its subsidiaries engaged in transactions
with certain entities which at that time might have been deemed to be controlled
by Posner and which might have been deemed to be affiliates of Triarc and its
subsidiaries until the Change in Control (the 'Former Affiliates').

Until January 31, 1994, Triarc leased approximately 297,000 square feet at
6917 Collins Avenue, Miami Beach, Florida (the 'Leased Space') from Victor
Posner Trust No. 6, a trust created for the benefit of Victor Posner and his
children (the 'Landlord'), pursuant to a master commercial lease agreement dated
as of April 1, 1983 (the 'Lease'). In Fiscal 1993, the Leased Space, which
constituted approximately 98% of the space in such building, was used primarily
for the corporate offices of Triarc,

<PAGE>
certain of its subsidiaries and certain of the Former Affiliates. Also included
in the Leased Space were apartments which were used from time to time on an 'as
needed' basis by Triarc, its subsidiaries, and the Former Affiliates for
accommodations for persons visiting such corporate offices. In Fiscal 1993,
$5,790,000 of the cost of the Leased Space was borne by Triarc and its
subsidiaries, and $826,000 was charged to the Former Affiliates. Approximately
$436,000 of the amounts charged to certain of the Former Affiliates during
Fiscal 1993 which such Former Affiliates were unable to pay was reserved and
reallocated among Triarc and its subsidiaries and the other participants under
the Former Management Services Agreements, of which approximately $380,000 was
borne by Triarc and its subsidiaries.

In connection with the Reorganization, the Landlord and Triarc entered into
a Lease Modification and Extension Agreement (the 'Lease Modification'). The
Lease Modification provided, among other things, for an extension of the lease
for a period of four years commencing on April 1, 1993 and ending on March 31,
1997 and for a reduction in the annual amount of base rent retroactive to
October 1, 1992 to the lesser of $14.00 per rentable square foot or an aggregate
of $4 million per annum. In addition, the Lease Modification provided for a
reduction in the amount charged for inside and outside parking associated with
the building, the elimination of any charges or fees on account of furniture and
fixtures used in the apartments described above and the elimination of any
obligation to restore the premises at the end of the term of the extended Lease.
The Lease Modification also provided that the Landlord may, on nine months'
notice to Triarc, terminate the Lease, and that Triarc may, on six months'
notice to the Landlord, terminate the Lease upon payment to the Landlord of a
single payment (the 'Early Termination Payment') equal to all of the base rent
which would otherwise be payable for the balance of the extended term, without
discount, plus additional rent due through the date of such early termination,
less any amounts then owed by Landlord to Triarc, and, that thereafter Triarc
and subsidiaries shall be released from any further obligations under the Lease
Modification. Pursuant to the Lease Modification, all outstanding rent
obligations for the Leased Space, aggregating approximately $20,638,000, were
settled on April 23, 1993 for $11,738,000, resulting in a rent reduction credit
of approximately $8,900,000. Aggregate rent payments of approximately $2.9
million were made by Triarc in respect of the Leased Space during Transition
1993. In July 1993, Triarc gave notice of termination of the Lease effective
January 31, 1994. Because Landlord and Triarc were unable to agree upon the
precise amount of the Early Termination Payment, the parties extended the time
for payment of the Early Termination Payment to December 1994. In connection
with such extension, the parties agreed that the amount to be paid in respect of
the Early Termination Payment would bear interest from February 1, 1994 until
paid at the prime or base reference rate of Citibank. In Fiscal 1993, Triarc
recorded a charge of approximately $13,000,000 to provide for the remaining
payments on the lease subsequent to its cancellation. As part of the settlement
with Posner and certain of his affiliates, including the Landlord, Triarc issued
1,011,900 shares of Class B Common Stock as consideration for the settlement of,
among other things, amounts due under the Lease Modification. See 'Item 1.
Business -- Introduction -- Posner Settlement' in the 10-K.

In addition, Triarc and its subsidiaries are involved in certain litigation
matters with the Former Affiliates. The information concerning such matters is
contained in 'Item 3. Legal Proceedings' in the 10-K.

CERTAIN OTHER TRANSACTIONS

Triarc subleases through January 31, 1996 from an affiliate of Messrs.
Peltz and May approximately 26,800 square feet of furnished office space in New
York, New York owned by an unaffiliated third party. In addition, until October
1993, Triarc also sublet from another affiliate of Messrs. Peltz and May

<PAGE>

approximately 32,000 square feet of furnished office space in West Palm Beach,
Florida owned by an unaffiliated landlord. Subsequent to October 1993, Triarc
assumed the lease for approximately 17,000 square feet of the office space in
West Palm Beach which expires in February 2000. The sublease for the other
approximate 15,000 square feet in West Palm Beach expired in September 1994. The
aggregate amounts paid by Triarc during Transition 1993 and Fiscal 1994 with
respect to affiliates of Messrs. Peltz and May for such subleases, including
operating expenses and net of amounts received by Triarc for sublease of a
portion of such space of ($238,000 and $358,000, respectively) were $1,510,000
and $1,620,000 respectively, which are less than the aggregate amounts such
affiliates paid to the unaffiliated landlords but represent amounts Triarc
believes it would pay to an unaffiliated third party for similar improved office
space. Messrs. Peltz and May have guaranteed to the unaffiliated landlords the
payment of rent for the 17,000 square feet of office space in West Palm Beach
and the New York office space. In June 1994, Triarc decided to centralize its
corporate offices in New York City. In connection therewith, Triarc subleased
the remaining 17,000 square feet in West Palm Beach to an unaffiliated third
party in August 1994.

Triangle Aircraft Service Corporation ('TASCO'), a company owned by Messrs.
Peltz and May, owns certain aircraft and from August 1992 until September 30,
1993 made such aircraft available to Triarc and its subsidiaries for a fee which
was in accordance with Federal Aviation Administration regulations applicable to
non-charter carriers. On October 1, 1993, Triarc and TASCO entered into an
agreement, which agreement was amended as of September 30, 1994 (the 'September
1994 Amendment'), pursuant to which Triarc is leasing TASCO's aircraft on a 'dry
lease' basis (i.e., Triarc pays an aggregate annual rent of $1,800,000
($2,200,000 prior to the September 1994 Amendment) to TASCO and pays the
operating expenses of the aircraft directly to unaffiliated third parties).
During Fiscal 1994, Triarc and its subsidiaries paid $2,100,000 to TASCO
pursuant to this agreement. In addition, pursuant to the September 1994
Amendment, Triarc agreed, in lieu of certain fees it would have incurred under
the original agreement, to pay certain costs required to make one of the leased
aircraft 'airworthy' in connection with the sale of such aircraft to a third
party and to pay certain other fees related to such sale. Such costs and fees in
the aggregate were approximately $130,000.

Until February 1994, an affiliate of Messrs. Peltz and May leased an
apartment in New York City. Commencing June 1, 1993, such apartment was used by
executives of Triarc and in connection therewith, in Transition 1993, Triarc
reimbursed such affiliate approximately $28,000 for rent for the apartment in
Fiscal 1994.

For certain transactions involving Mr. Kalvaria, See 'Employment
Arrangements with Executive Officers -- Leon Kalvaria' above.

PROPOSAL 2.
APPROVAL OF AMENDMENTS TO TRIARC COMPANIES, INC.
1993 EQUITY PARTICIPATION PLAN

INTRODUCTION

In 1993, as a part of the Company's ongoing program to provide senior
management with incentives linked to longer-term business unit and corporate
performance, the Board of Directors and stockholders approved the Equity
Participation Plan. The Equity Participation Plan is designed to provide senior
corporate and business unit managers and key employees with stock based
incentives which overall are intended to provide competitive long-term incentive
opportunities and tie executive long-term financial

<PAGE>

gain to increases in the Company's stock price. In addition, at present,
non-employee directors of the Company (of whom there are seven) receive an
annual retainer of $25,000 plus $1,000 for each meeting of the Board of
Directors or committee thereof attended. Additionally, each non-employee
director receives options to purchase 3,000 shares of Class A Common Stock upon
his initial election as a director and options to purchase an additional 1,000
shares of Class A Common Stock on the date of each Annual Meeting of
Stockholders at which such director is re-elected, in each case accompanied by a
grant of tandem stock appreciation rights.

Each such option has a term of ten years, subject to certain exceptions
provided in the Equity Participation Plan. Each such option becomes exercisable
to the extent of one-half thereof on each of the two immediately succeeding
anniversaries of the date of grant. The price per share to be paid by the holder
of such an option is equal to the fair market value of one share of Class A
Common Stock on the date the option is granted. The purchase price of the shares
of Class A Common Stock as to which such an option is exercised shall be paid in
cash, by check, by delivery of previously acquired shares of Class A Common
Stock held by the optionee for at least six months, through the cashless
exercise program set forth in the Equity Participation or by a combination of
the foregoing. The SARs shall be exercisable only for shares of Class A Common
Stock.

The Board of Directors believes that many other public companies of
comparable size make available to its non-employee directors other benefits such
as retirement plans, insurance programs and other perquisites. Because the
Company does not make available such benefits to its non-employee directors, and
because the Board of Directors believes it is essential to attract and maintain
talented individuals to serve as directors of the Company, the Board of
Directors approved in June 1994, subject to the approval of the Company's
stockholders, that the compensation payable to its non-employee directors be
increased. In keeping with the Company's entrepreneurial spirit, and in order to
incentivize the directors to enhance stockholder value, the Board of Directors
believes it is appropriate to amend (the 'Amendments') the Equity Participation
Plan, subject to approval of the Company's stockholders, to increase the number
of stock options granted to the non-employee directors (i) on the later of (a)
the date of the adoption by the Board of Directors of such amendment and (b)
such individual's initial election as a director, from 3,000 shares to 15,000
shares of Class A Common Stock and (ii) on the date of each Annual Meeting of
Stockholders at which such director is re-elected, from 1,000 shares to 3,000
shares of Class A Common Stock, in each case accompanied by a grant of tandem
stock appreciation rights.

REQUIRED VOTE

Approval of Proposal 2 requires the affirmative vote of a majority of the
voting power present (in person or by proxy) and entitled to vote at the
Meeting. If Proposal 2 is approved, the Amendments will become effective as of
June 9, 1994 and each non-employee director will retain stock options for
additional 12,000 shares of Class A Common Stock (for an aggregate benefit of
options for 84,000 shares of Class A Common Stock). If Proposal 2 is not
approved, the Amendments will not become effective, the Equity Participation
Plan will continue in effect as adopted by the Board of Directors and approved
by the stockholders at the June 9, 1994 Annual Meeting of Stockholders and all
options previously granted to the directors since June 9, 1994 which were
subject to the stockholder approval of the Amendments will terminate.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL
OF THE AMENDMENTS TO THE EQUITY PARTICIPATION PLAN.

<PAGE>
PROPOSAL 3.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

INTRODUCTION

The Board of Directors has appointed Deloitte & Touch LLP ('Deloitte'),
subject to stockholder ratification, to be the Company's independent certified
public accountants for 1995. Deloitte has acted as the Company's independent
certified public accountants since June 9, 1994. On such date, the Company
dismissed its previous independent certified public accountants, Arthur Andersen
& Co. (the 'Former Accountants'), which decision was recommended by the Audit
Committee of the Board of Directors. The Company's management felt that the
retention of Deloitte would further signify the change in management of the
Corporation following the April 1993 Change of Control.

During each of the two fiscal years in the period ended April 30, 1993, the
eight month transition period ended December 31, 1993, the three month period
ended March 31, 1994 and subsequent thereto through June 9, 1994, (i) there were
no 'reportable events' (as such term is described in Item 304(a)(1)(v) of
Regulation S-K) and (ii) the Former Accountant's reports on the consolidated
financial statements of the Company during such periods did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles except for the fiscal year
ended April 30, 1992 where the Former Accountant's report contained a going
concern uncertainty fourth paragraph (subsequently removed when the report for
the fiscal year ended April 30, 1993 was issued). In addition, with respect to
each of the two fiscal years in the period ended April 30, 1993, the eight month
transition period ended December 31, 1993, the three month period ended March
31, 1994 and subsequent thereto through June 9, 1994, management of the Company
knows of no disagreements with the Former Accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of the
Former Accountant, would have caused the Former Accountant to make a reference
to the subject matter of the disagreement(s) in connection with its report.

Representatives of Deloitte will be present at the Meeting with the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

REQUIRED VOTE

Ratification of the appointment of the independent certified public
accountant requires the affirmative vote of a majority in voting power present
(in person or by proxy) and entitled to vote at the Meeting. In the event that
the Company's stockholders fail to ratify the appointment of Deloitte, the
selection of the Company's independent certified public accountants will be
submitted to the Company's Board of Directors for reconsideration.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION
OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.

<PAGE>
OTHER MATTERS

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, some of the officers, directors
and regular employees of the Company and its subsidiaries, none of whom will
receive additional compensation therefor, may solicit proxies in person or by
telephone, telegraph or other means. Solicitation will also be made by employees
of Georgeson & Company, which firm will be paid a fee of $8,000, plus expenses.
As is customary, the Company will, upon request, reimburse brokerage firms,
banks, trustees, nominees and other persons for their out-of-pocket expenses in
forwarding proxy materials to their principals.

STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING

From time to time, stockholders present proposals which may be proper
subjects for inclusion in the proxy statement and for consideration at the
Annual Meeting. To be considered, proposals must be submitted on a timely basis.
Proposals for the 1996 Annual Meeting must be received by the Company no later
than January 6, 1996, and must otherwise comply with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the 'Exchange Act').

Triarc's certificate of incorporation currently imposes certain additional
procedural requirements for submitting stockholder proposals to meetings of
stockholders. Any such proposals must be specified in a written notice given by
or on behalf of a stockholder of record on the record date for such meeting
entitled to vote thereat or a duly authorized proxy for such stockholder, in
accordance with all of the following requirements. Such notice must be delivered
personally to, or mailed to and received at, the principal executive office of
the Company addressed to the attention of the Secretary, not less than 45 days
nor more than 60 days prior to the meeting; provided, however, that in the event
that less than 55 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual or special
meeting was mailed or such public disclosure was made, whichever first occurs.
Such notice must set forth (i) a full description of each such item of business
proposed to be brought before the meeting and the reasons for conducting such
business at such meeting, (ii) the name and address of the person proposing to
bring such business before the meeting, (iii) the class and number of shares
held of record, held beneficially and represented by proxy by such person as of
the record date for the meeting (if such date has then been made publicly
available) and as of the date of such notice, (iv) if any item of such business
involves a nomination for director, all information regarding each such nominee
that would be required to be set forth in a definitive proxy statement filed
with the SEC pursuant to Section 14 of the Exchange Act, or any successor
thereto, and the written consent of each such nominee to serve if elected, (v)
any material interest of the stockholder in such item of business and (vi) all
other information that would be required to be filed with the SEC if, with
respect to the business proposed to be brought before the meeting, the person
proposing such business was a participant in a solicitation subject to Section
14 of the Exchange Act, or any successor thereto. The Company may require a
proposed nominee for director to furnish such other information as may be
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee or which may be reasonably required to determine the eligibility
of such proposed nominee to serve as a director of the Company. At the request
of the Board of Directors, any individual nominated by the Board of Directors
for election as a director shall furnish to the Secretary of the Company that
information required to be set forth in a

<PAGE>

stockholder's notice of nomination which pertains to a nominee. The Nominating
Committee has adopted certain rules with respect to nominations for Board
membership. See 'Proposal 1. Election of Directors -- Board Meetings and Certain
Committees of the Board -- Nominating Committee' above. The Chairman of the
meeting may, if the facts warrant, determine that a nomination or stockholder
proposal was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination or proposal shall be disregarded. Any questions relating to
stockholder proposals should be submitted in writing to the Secretary of the
Company, at 900 Third Avenue, New York, New York 10022.

INFORMATION INCORPORATED BY REFERENCE

The Company hereby incorporates by reference into this Proxy Statement
'Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation' of the 10-K, a copy of which is being provided to stockholders
along with this Proxy Statement.

By Order of the Board of Directors

STUART I. ROSEN
Secretary

New York, New York
May 5, 1995

<PAGE>
EXHIBIT A

TRIARC COMPANIES, INC.
1993 EQUITY PARTICIPATION PLAN

1. PURPOSE

The purpose of the 1993 Equity Participation Plan (the 'Plan') of Triarc
Companies, 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 capital
stock of the Company (the 'Capital Stock') by selected officers, directors
('Directors') and key employees of, and key consultants to, the Company and its
subsidiaries 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
the services of such persons. The Plan provides for granting such persons (a)
options ('Options') for the purchase of shares of Capital Stock (the 'Shares'),
(b) tandem stock appreciation rights ('SARs') and (c) Shares which are both
restricted as to transferability and subject to a substantial risk of forfeiture
('Restricted Shares').

2. ADMINISTRATION

The Plan shall be administered by a Committee (the 'Committee') consisting
of two or more Directors appointed by the Board of Directors of the Company.
Except as provided in Section 11 below, no member of the Committee shall be, or
within one year before having become a member thereof shall have been granted or
awarded pursuant to the Plan or any other plan of the Company or any of its
subsidiaries or affiliates, Options, SARs or Restricted Shares of the Company or
any of its subsidiaries or affiliates. The members of the Committee may be
changed at any time and from time to time in the discretion of the Board of
Directors of the Company. Subject to the limitations and conditions hereinafter
set forth, the Committee shall have authority to grant Options hereunder, to
determine the number of Shares for which each Option shall be granted and the
Option price or prices, to determine any conditions pertaining to the exercise
or to the vesting of each Option, to grant tandem SARs in connection with any
Option either at the time of the Option grant or thereafter, to make awards of
Restricted Shares, to determine the number of Restricted Shares to be granted,
and to establish in its discretion the restrictions to which any such Restricted
Shares shall be subject. The Committee shall have full power to construe and
interpret the Plan and any Plan agreement executed pursuant to the Plan to
establish and amend rules for its administration, and to establish in its
discretion terms and conditions applicable to the exercise of Options and SARs
and the grant of Restricted Shares. The determination of the Committee on all
matters relating to the Plan or any Plan agreement shall be conclusive. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any award hereunder.

3. SHARES SUBJECT TO THE PLAN

The Shares to be transferred or sold pursuant to the grant of Restricted
Shares or the exercise of Options or SARs granted under the Plan shall be
authorized Shares, and may be issued Shares reacquired by the Company and held
in its treasury or may be authorized but unissued Shares. Subject to the
provisions of Section 19 hereof (relating to adjustments in the number and
classes or series of Capital Stock to be delivered pursuant to the Plan), the
maximum aggregate number of Shares to be granted as Restricted Shares or to be
delivered on the exercise of Options shall be 10,000,000 and all

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such shares shall be shares of the Company's Class A Common Stock, par value
$0.10 per share (the 'Class A Common Stock').

If an Option expires or terminates for any reason during the term of the
Plan and prior to the exercise in full of such Option or the related SAR, if
any, or if Restricted Shares are forfeited as provided in the grant of such
Shares, the number of Shares previously subject to but not delivered under such
Option, related SAR or grant of Restricted Shares shall be available for the
grant of Options, SARs or Restricted Shares thereafter; provided, however, that
the grantee (or the grantee's beneficiary) has not enjoyed any of the benefits
of stock ownership (other than voting rights or dividends that are forfeited).
An Option that terminates upon the exercise of a tandem SAR shall be deemed to
have been exercised at the time of the exercise of such tandem SAR, and the
Shares subject thereto shall not be available for further grants under the Plan.

4. ELIGIBILITY

Options, SARs or Restricted Shares may be granted from time to time to
selected officers and key employees of, key consultants to, and, subject to the
provisions of Section 2 hereof, Directors (including non-employee Directors) of
the Company or any consolidated subsidiary, as defined in this Section 4. In
addition, Options and SARs shall be granted automatically to non-employee
Directors as provided in Section 11 hereof. From time to time, the Committee
shall designate from such eligible officers, employees and consultants those who
will be granted Options, SARs or Restricted Shares, and in connection therewith,
the number of Shares to be covered by each grant of Options or Restricted
Shares. Persons granted Options are referred to hereinafter as 'optionees,' and
persons granted Restricted Shares are referred to hereinafter as 'grantees.'
Nothing in the Plan, or in any grant of Options, SARs or Restricted Shares
pursuant to the Plan, shall confer on any person any right to continue in the
employ of the Company or any of its subsidiaries, nor in any way interfere with
the right of the Company or any of its subsidiaries to terminate the person's
employment at any time.

The term 'subsidiary' shall mean, at the time of reference, any corporation
organized or acquired (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
Option, each of the corporations (including the Company) other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain. The term 'affiliate' shall mean any person or entity which, at
the time of reference, directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company. Notwithstanding any other provision of the Plan to the contrary, in no
event may the aggregate number of shares of Class A Common Stock with respect to
which Options and SARs are granted under the Plan to any individual exceed
5,000,000 during the term of the Plan.

PROVISIONS RELATING TO OPTIONS AND SARS

5. CHARACTER OF OPTIONS

Options granted hereunder shall not be incentive stock Options as such term
is defined in Section 422 of the Internal Revenue Code of 1986, as amended from
time to time (the 'Code'). Options granted hereunder shall be 'non-qualified'
stock options subject to the provisions of Section 83 of the Code.

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If an Option granted under the Plan (other than an Option granted pursuant
to Section 11 of the Plan) is exercised by an optionee, then, at the discretion
of the Committee, the optionee may receive a replacement or reload Option
hereunder to purchase a number of Shares equal to the number of Shares utilized
to pay the exercise price and/or withholding taxes on the Option exercise, with
an exercise price equal to the 'fair market value' (as defined in Section 7 of
the Plan) of a Share on the date such replacement or reload Option is granted,
and, unless the Committee determines otherwise, with all other terms and
conditions (including the date or dates on which the Option shall become
exercisable and the term of the Option) identical to the terms and conditions of
the Option with respect to which the reload Option is granted. No replacement or
reload Option shall be granted in respect of the exercise of any Option granted
pursuant to Section 11 of the Plan.

6. STOCK OPTION AGREEMENT

Each Option granted under the Plan, whether or not accompanied by SARs,
shall be evidenced by a written stock Option agreement, which shall be executed
by the Company and by the person to whom the Option is granted. The agreement
shall contain such terms and provisions, not inconsistent with the Plan, as
shall be determined by the Committee.

7. OPTION EXERCISE PRICE

The price per Share to be paid by the optionee on the date an Option is
exercised shall not be less than 50 percent of the fair market value of one
Share on the date the Option is granted.

For purposes of this Plan, the 'fair market value' as of any date in
respect of any Shares of Common Stock shall mean the closing price per share of
Common Stock for the trading day on or on the first trading day immediately
subsequent to such date. The closing price for such day shall be (a) as reported
on the composite transactions tape for the principal exchange on which the
Common Stock is listed or admitted to trading (the 'Composite Tape'), or if the
Common Stock is not reported on the Composite Tape or if the Composite Tape is
not in use, the last reported sales price regular way on the principal national
securities exchange on which such Common Stock shall be listed or admitted to
trading (which shall be the national securities exchange on which the greatest
number of such shares of Common Stock has been traded during the 30 consecutive
trading days commencing 45 trading days before such date), or, in either case,
if there is no transaction on any such day, the average of the bid and asked
prices regular way on such day, or (b) if such Common Stock is not listed on any
national securities exchange, the closing price, if reported, or, if the closing
price is not reported, the average of the closing bid and asked prices, as
reported on the National Association of Securities Dealers Automated Quotation
System ('NASDAQ'). If on any such date the Common Stock is not quoted by any
such exchange or NASDAQ, the fair market value of the Common Stock on such date
shall be determined by the Committee in its sole discretion. In no event shall
the fair market value of any share be less than its par value.

8. OPTION TERM

The period after which Options granted under the Plan may not be exercised
shall be determined by the Committee with respect to each Option granted, but
may not exceed fifteen years from the date on which the Option is granted,
subject to the third paragraph of Section 9 hereof.

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9. EXERCISE OF OPTIONS

The time or times at which or during which Options granted under the Plan
may be exercised, and any conditions pertaining to such exercise or to the
vesting in the optionee of the right to exercise Options or SARs, shall be
determined by the Committee in its sole discretion. Subsequent to the grant of
an Option which is not immediately exercisable in full, the Committee, at any
time before complete termination of such Option, may accelerate or extend the
time or times at which such Option and the related SAR, if any, may be exercised
in whole or in part.

No Option or SAR granted under the Plan shall be assignable or otherwise
transferable by the optionee, either voluntarily or involuntarily, except by
will or the laws of descent and distribution. An Option or SAR shall be
exercisable during the optionee's lifetime only by the optionee.

The unexercised portion of any Option or SAR granted under the Plan shall
automatically and without notice terminate and become null and void at the time
of the earliest to occur of the following:

(a) the expiration of the period of time determined by the Committee
upon the grant of such Option; provided that such period shall not exceed
fifteen years from the date on which such Option was granted;

(b) the termination of the optionee's employment by, or services to,
the Company and its subsidiaries if such termination constitutes or is
attributable to a breach by the optionee of an employment or consulting
agreement with the Company or any of its subsidiaries, or if the optionee
is discharged or if his or her services are terminated for cause; or

(c) the expiration of such period of time or the occurrence of such
event as the Committee in its discretion may provide upon the granting
thereof.

The Committee and the Board of Directors shall have the right to determine what
constitutes cause for discharge or termination of services, whether the optionee
has been discharged or his or her services terminated for cause and the date of
such discharge or termination of services, and such determination of the
Committee or the Board of Directors shall be final and conclusive.

In the event of the death of an optionee, Options or SARs, if any,
exercisable by the optionee at the time of his or her death may be exercised
within one year thereafter by the person or persons to whom the optionee's
rights under the Options or SARs, if any, shall pass by will or by the
applicable law of descent and distribution. However, in no event may any Option
or SAR be exercised by anyone after the earlier of (a) the final date upon which
the optionee could have exercised it had the optionee continued in the
employment of the Company or its subsidiaries to such date, or (b) one year
after the optionee's death.

An Option may be exercised only by a notice in writing complying in all
respects with the applicable stock Option agreement. Such notice may instruct
the Company to deliver Shares due upon the exercise of the Option to any
registered broker or dealer approved by the Company (an 'approved broker') in
lieu of delivery to the optionee. Such instructions shall designate the account
into which the Shares are to be deposited. The optionee may tender such notice,
properly executed by the optionee, together with the aforementioned delivery
instructions, to an approved broker. The purchase price of the Shares as to
which an Option is exercised shall be paid in cash or by check, except that the
Committee may, in its discretion, allow such payment to be made by surrender of
unrestricted Shares (at their fair market value on the date of exercise), or by
a combination of cash, check and unrestricted Shares.

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Payment in accordance with Section 9 may be deemed to be satisfied, if and
to the extent provided in the applicable Option agreement, by delivery to the
Company of an assignment of a sufficient amount of the proceeds from the sale of
Shares acquired upon exercise to pay for all of the Shares acquired upon
exercise and an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be made at the grantee's direction at the time
of exercise, provided that the Committee may require the grantee to furnish an
opinion of counsel acceptable to the Committee to the effect that such delivery
would not result in the grantee incurring any liability under Section 16 of the
Securities Exchange Act of 1934, as amended, and does not require the consent,
clearance or approval of any governmental or regulatory body (including any
securities exchange or similar self-regulatory organization).

The obligation of the Company to deliver Shares upon such exercise shall be
subject to all applicable laws, rules and regulations, and to such approvals by
governmental agencies as may be deemed appropriate by the Committee, including,
among others, such steps as counsel for the Company shall deem necessary or
appropriate to comply with requirements of relevant securities laws. Such
obligation shall also be subject to the condition that the Shares reserved for
issuance upon the exercise of Options granted under the Plan shall have been
duly listed on any national securities exchange which then constitutes the
principal trading market for the Shares.

10. STOCK APPRECIATION RIGHTS

The Committee may in its discretion grant SARs in connection with any
Option, either at the time the Option is granted or at any time thereafter while
the Option remains outstanding, to any person who at that time is eligible to be
granted an Option. The number of SARs granted to a person which shall be
exercisable during any given period of time shall not exceed the number of
Shares which he or she may purchase upon the exercise of the related Option or
Options during such period of time. Upon the exercise of an Option pursuant to
the Plan, the SARs relating to the Shares covered by such exercise shall
terminate. Upon the exercise of SARs pursuant to the Plan, the related Option to
the extent of an equal number of Shares shall terminate.

Upon an optionee's exercise of some or all of his or her SARs, the optionee
shall receive in settlement of such SARs an amount equal to the value of the
stock appreciation for the number of SARs exercised, payable in cash, Shares or
a combination thereof, as determined in the sole discretion of the Committee.
The stock appreciation for an SAR is the difference between (i) the fair market
value of the underlying Share on the date of the exercise of such SAR and (ii)
the Option price specified for the related Option. At the time of such exercise,
the optionee shall have the right to elect the portion of the amount to be
received that shall consist of cash and the portion that shall consist of
Shares, which, for purposes of calculating the number of Shares to be received,
shall be valued at their fair market value on the date of the exercise of such
SARs. The Committee in its sole discretion shall have the right to disapprove an
optionee's election to receive cash in full or partial settlement of the SARs
exercised, and to require the Shares to be delivered in lieu of cash. If Shares
are to be received upon exercise of an SAR, cash shall be delivered in lieu of
any fractional share.

An SAR is exercisable only during the period when the Option to which it is
related is also exercisable. However, in no event shall an SAR be exercisable
during the first six months after being granted except that an SAR shall be
exercisable at the time of death or disability of the optionee if the related
Option is then exercisable. No SAR may be exercised for cash, in whole or in
part, except during the period beginning on the third business day following the
date of release of the Company's

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quarterly and annual summary statements of sales and earnings and ending on the
twelfth business day following such date.

11. AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS; ELECTIVE PURCHASE OF SHARES

11.1 AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS

Notwithstanding any other provision of the Plan, each Director who is not
then an employee of the Company or any subsidiary shall receive on the later of
(i) the date of his initial election or appointment to the Board of Directors
and (ii) the date of adoption of the Plan by the Board of Directors,
nonqualified Options to purchase 15,000 Shares and, in connection therewith,
SARs for the same number of Shares. On the date of each subsequent annual
meeting of stockholders of the Company at which a Director is reelected, he
shall receive nonqualified Options to purchase 3,000 Shares and, in connection
therewith, SARs for the same number of Shares. Each such Option shall have a
term of ten years, subject to the provisions of this Section 11.1 below. Each
such Option shall become exercisable to the extent of one-half thereof on each
of the two immediately succeeding anniversaries of the date of grant. The price
per Share to be paid by the holder of such an Option shall equal the fair market
value of one Share on the date the Option is granted. The purchase price of the
Shares as to which such an Option is exercised shall be paid in cash, by check,
by the delivery of unrestricted Shares held by the Director for at least six
months, through the cashless exercise program described in Section 9, or any
combination thereof, at the Director's election. SARs issued under this Section
11.1 shall be exercisable for Shares. Any Director holding Options or SARs
granted under this Section 11.1 who is a member of the Committee shall not
participate in any action of the Committee with respect to any claim or dispute
involving such Director.

Subject to the provisions of the applicable Plan agreement, the unexercised
portion of any such Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:

(a) the expiration of ten years from the date on which such Option was
granted;

(b) the termination of the optionee's services to the Company and its
subsidiaries if the optionee's services are terminated for 'cause,' that is
(i) on account of fraud, embezzlement or other unlawful or tortious
conduct, whether or not involving or against the Company or any affiliate,
(ii) for violation of a policy of the Company or any affiliate, (iii) for
serious and willful acts or misconduct detrimental to the business or
reputation of the Company of any affiliate or (iv) for 'cause' or any like
term as defined in any written contract between the Company and the
optionee; or

(c) if the optionee's service terminates for reasons other than as
provided in subsection (a), (b) or (d) of this Section 11.1, the portion of
Options granted to such optionee which were exercisable immediately prior
to such termination may be exercised until the earlier of (i) 90 days after
his termination of service or (ii) the date on which such Options terminate
or expire in accordance with the provisions of the Plan (other than this
Section 11.1) and the Plan agreement; or

(d) if the optionee's service terminates by reason of his death, or if
the optionee's service terminates in the manner described in Subsection (c)
of this Section 11.1 and he dies within such period for exercise provided
for therein, the portion of Options exercisable by him immediately prior to
his death shall be exercisable by the person to whom such Options pass
under such optionee's will (or, if applicable, pursuant to the laws of
descent and distribution) until the earlier

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of (i) one year after the optionee's death or (ii) the date on which such
Options terminate or expire in accordance with the provisions of the Plan
(other than this Section 11.1) and the Plan agreement.

To the extent necessary to comply with Rule 16b-3 of the Securities
Exchange Act of 1934 (the 'Act') as in effect from time to time or any successor
rule thereafter ('Rule 16b-3'), the provisions of this Section 11.1 shall not be
amended more than once every six months other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.

11.2 ELECTIVE PURCHASE OF SHARES

In addition to any other benefit to which any Director may be entitled
under the terms of the Plan, a Director shall be permitted to elect to receive
all or any portion of the annual retainer fees and/or board of directors or
committee meeting attendance fees, if any (collectively, the 'Fees') that
otherwise would be payable in cash to such Director, in Shares rather than cash
in accordance with the provisions of this Section 11.2.

Any Director may elect to receive all or any portion of his or her Fees in
Shares rather than cash by delivering a written election (an 'Election Notice,'
the election set forth therein being referred to as the 'Election') to the
Secretary of the Company. An Election shall continue in effect until it is
revoked by delivery to the Secretary of the Company of a written revocation
notice (a 'Revocation') or modified by delivery to the Secretary of the Company
of a new Election Notice. Any Election or Revocation under this Section 11.2
shall be effective with respect to Fees that otherwise would be paid after the
later of (x) with respect to an Initial Election (as defined below), the date of
receipt by the Secretary of the Company of the Election Notice or, if later, the
date specified in such Election Notice, and (y) with respect to any Revocation
or any Election other than an Initial Election, six months after the date of
receipt by the Secretary of the Company of such Revocation or Election Notice.
There shall be no limit on the number of Elections or Revocations that may be
made a Director. A Director who does not elect that all or a portion of his Fees
be paid in Shares shall receive his Fees in cash on the date that such Fees are
otherwise due. Any Shares payable under this Section 11.2 shall be issued to the
Director on the same date that the Fees would have been paid in cash. The number
of Shares to be issued to a Director who makes an Election under this Section
11.2 shall be determined by dividing:

(i) The amount of the Director's Fees for which he has made an
Election under this Section 11.2, by

(ii) the average of the fair market value of the Shares (as defined in
Section 7 of the Plan) for the twenty (20) consecutive trading days
immediately preceding the date as of which the Fees otherwise would be
payable.

Only full Shares shall be issued pursuant to this Section. If the formula set
forth above would result in a Director receiving any fractional Share, then, in
lieu of such fractional Share, the Director shall be paid cash.

For purposes of this Section 11.2 an 'Initial Election' means an Election
received by the Secretary of the Company from a Director on a date not later
than the later of (a) ten days following the date on which the Company's
shareholders shall have approved the addition to the Plan of this Section 11.2,
and (b) ten days after a Director is first elected a director of the Company.

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PROVISIONS RELATING TO RESTRICTED SHARES

12. GRANTING OF RESTRICTED SHARES

The Committee may grant Restricted Shares to eligible persons at any time.
In granting Restricted Shares, the Committee shall determine in its sole
discretion the period or periods during which the restrictions on
transferability applicable to such Shares will be in force (the 'Restricted
Period'). The Restricted Period may be the same for all such Shares granted at a
particular time or to any one grantee or may be different with respect to
different grantees or with respect to various of the Shares granted to the same
grantee, all as determined by the Committee in its sole discretion.

Each grant of Restricted Shares under the Plan shall be evidenced by an
agreement which shall be executed by the Company and by the person to whom the
Restricted Shares are granted. The agreement shall contain such terms and
provisions, not inconsistent with the Plan, as shall be determined by the
Committee.

13. RESTRICTIONS ON TRANSFERABILITY

During the Restricted Period applicable to each grant of Restricted Shares,
such Shares may not be sold, assigned, transferred or otherwise disposed of, or
mortgaged, pledged or otherwise encumbered. Furthermore, a grantee's eventual
right, if any, to such Shares may not be assigned or transferred except by will
or by the laws of descent and distribution. The restrictions on the
transferability of Restricted Shares imposed by this Section are referred to in
this Plan as the 'Transferability Restrictions.'

14. DETERMINATION OF VESTING RESTRICTIONS

With respect to each grant of Restricted Shares, the Committee shall
determine in its sole discretion the restrictions on vesting which will apply to
the Shares for the Restricted Period, which restrictions as initially determined
and as they may be modified pursuant to the Plan, are referred to hereinafter as
the 'Vesting Restrictions.' By way of illustration but not by way of limitation,
any such determination of Vesting Restrictions by the Committee may provide (a)
that the grantee will not be entitled to any such Shares unless he or she is
still employed by the Company or its subsidiaries at the end of the Restricted
Period; (b) the grantee will become vested in such Shares according to such
schedule as the Committee may determine; (c) that the grantee will become vested
in such Shares at the end of or during the Restricted Period based upon the
achievement (in such manner as the Committee may determine) of such performance
standards as the Committee may determine; (d) that the grantee will become
vested in such Shares in any combination of the foregoing or under such other
terms and conditions as the Committee in its sole discretion may determine; and
(e) how any such Vesting Restrictions will be applied, modified or accelerated
in the case of the grantee's death, total and permanent disability (as
determined by the Committee) or retirement.

The performance standards, if any, set by the Committee for any grantee may
be individual performance standards applicable to the grantee, may be
performance standards for the Company or the division, business unit or
subsidiary by which the grantee is employed, may be performance standards set
for the grantee under any other plan providing for incentive compensation for
the grantee, or may be any combination of such standards. Performance standards
set at the time of the grant of any Restricted Shares may be revised at any time
prior to the beginning of the last year of the Restricted Period, but only to
take into account significant changes in circumstances as determined by the
Committee in its sole discretion.

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If the Committee deems the Vesting Restrictions inappropriate for any
grantee, it may approve the award and delivery to such grantee of all or any
portion of the Restricted Shares then held in escrow pursuant to Section 15. Any
Restricted Shares so awarded and delivered to a grantee shall be delivered free
and clear of the Transferability Restrictions.

15. MANNER OF HOLDING AND DELIVERING RESTRICTED SHARES

Each certificate issued for Restricted Shares granted hereunder will be
registered in the name of the grantee and will be deposited with the Company or
its designee in an escrow account accompanied by a stock power executed in blank
by the grantee covering such Shares. The certificates for such Shares will
remain in escrow until the earlier of the end of the applicable Restricted
Period, or, if the Committee has provided for earlier termination of the
Transferability Restrictions following a grantee's death, total and permanent
disability, retirement or earlier vesting of such Shares, such earlier
termination of the Transferability Restrictions. At whichever time is
applicable, the certificates representing the number of such Shares to which the
grantee is then entitled will be released from escrow and delivered to the
grantee free and clear of the Transferability Restrictions, provided that in the
case of a grantee who is not entitled to receive the full number of such Shares
evidenced by the certificates then being released from escrow because of the
application of the Vesting Restrictions, such certificates will be returned to
the Company and cancelled, and a new certificate representing the Shares, if
any, to which the grantee is entitled pursuant to the Vesting Restrictions, will
be issued and delivered to the grantee, free and clear of the Transferability
Restrictions.

16. TRANSFER IN THE EVENT OF DEATH, DISABILITY OR RETIREMENT

Notwithstanding a grantee's death, total and permanent disability or
retirement, the certificates for his or her Restricted Shares will remain in
escrow and the Transferability Restrictions will continue to apply to such
Shares unless the Committee determines otherwise. Upon the release of such
Shares from escrow and the termination of the Transferability Restrictions,
either upon any such determination by the Committee or at the end of the
applicable Restricted Period, as the case may be, the portion of such grantee's
Restricted Shares to which he or she is entitled, determined pursuant to his or
her applicable Vesting Restrictions, will be awarded and delivered to the
grantee or to the person or persons to whom the grantee's rights, if any, to the
Shares shall pass by will or by the applicable law of descent and distribution,
as the case may be. However, the Committee may in its sole discretion award and
deliver all or any greater portion of the Restricted Shares to any such grantee
or to such person or persons.

17. LIMITATIONS ON OBLIGATION TO DELIVER SHARES

The Company shall not be obligated to deliver any Restricted Shares free
and clear of the Transferability Restrictions until the Company has satisfied
itself that such delivery complies with all laws and regulations by which the
Company is bound.

GENERAL PROVISIONS

18. SHAREHOLDER RIGHTS

Except for the Transferability Restrictions, a grantee of Restricted Shares
shall have the rights of a holder of the Shares, including the right to receive
dividends paid on such Shares and the right to vote

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such Shares at meetings of shareholders of the Company. However, no optionee
shall have any of the rights of a shareholder with respect to any Shares unless
and until he or she has exercised his or her Option with respect to such Shares
and has paid the full purchase price therefor.

19. CHANGES IN SHARES

In the event of (i) any split, reverse split, combination of shares,
reclassification, recapitalization or similar event which involves, affects or
is made with regard to any class or series of Capital Stock which may be
delivered pursuant to the Plan ('Plan Shares'), (ii) any dividend or
distribution on Plan Shares payable in Capital Stock, or (iii) a merger,
consolidation or other reorganization as a result of which Plan Shares shall be
increased, reduced or otherwise changed or affected, then in each such event the
Committee shall, to the extent it deems it to be consistent with such event and
necessary or equitable to carry out the purposes of the Plan, appropriately
adjust (a) the maximum number of shares of Capital Stock and the classes or
series of such Capital Stock which may be delivered pursuant to the Plan, (b)
the number of shares of Capital Stock and the classes or series of Capital Stock
subject to outstanding Options or SARs, (c) the Option price per share of all
Capital Stock subject to outstanding Options, and (d) any other provisions of
the Plan, provided, however, that (i) any adjustments made in accordance with
clauses (b) and (c) shall make any such outstanding Option or SAR as nearly as
practicable, equivalent to such Option or SAR, as the case may be, immediately
prior to such change and (ii) no such adjustment shall give any optionee any
additional benefits under any outstanding Option.

20. REORGANIZATION

In the event that the Company is merged or consolidated with another
corporation, or in the event that all or substantially all of the assets of the
Company are acquired by another corporation, or in the event of a reorganization
or liquidation of the Company (each such event being hereinafter referred to as
a 'Reorganization Event') or in the event that the Board of Directors shall
propose that the Company enter into a Reorganization Event, then the Committee
may in its discretion take any or all of the following actions: (i) by written
notice to each optionee, provide that his or her Options will be terminated
unless exercised within thirty days (or such longer period as the Committee
shall determine in its sole discretion) after the date of such notice (without
acceleration of the exercisability of such Options); and (ii) advance the date
or dates upon which any or all outstanding Options shall be exercisable.

Whenever deemed appropriate by the Committee, any action referred to in
subparagraph (a) above may be made conditional upon the consummation of the
applicable Reorganization Event. The provisions of this Section 20 shall apply
notwithstanding any other provision of the Plan.

21. CHANGE OF CONTROL

Notwithstanding anything in the Plan to the contrary, upon (i) the
acquisition by any person of 50% or more of the combined voting power of the
Company's outstanding securities entitled to vote generally in the election of
directors, or (ii) a majority of the directors of the Company being individuals
who are not nominated by the Board of Directors (a 'Change of Control'), any
outstanding Options granted under the Plan to officers or directors of the
Company shall be fully and immediately exercisable and any Vesting Restrictions
applicable to any Restricted Shares held by an officer of the

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<PAGE>
Company shall lapse and such Restricted Shares shall be delivered free and clear
of all Transferability Restrictions. The acquisition of any portion of the
combined voting power of the Company by DWG Acquisition Group, L.P., Nelson
Peltz or Peter May or by any person affiliated with such persons (or the
acquisition or disposition by any person or persons who receive any award under
Section 11 hereof) shall in no event constitute a Change of Control.

22. WITHHOLDING TAXES

Whenever under the Plan shares of Common Stock are to be delivered pursuant
to an award, the Committee may require as a condition of delivery that the
optionee or grantee remit an amount sufficient to satisfy all federal, state and
other governmental holding tax requirements related thereto. Whenever cash is to
be paid under the Plan (whether upon the exercise of an SAR or otherwise), the
Company may, as a condition of its payment, deduct therefrom, or from any salary
or other payments due to the grantee, an amount sufficient to satisfy all
federal, state and other governmental withholding tax requirements related
thereto or to the delivery of any shares of Common Stock under the Plan.

Without limiting the generality of the foregoing, (i) an optionee or
grantee may elect to satisfy all or part of the foregoing withholding
requirements by delivery of unrestricted shares of Common Stock owned by the
optionee or grantee for at least six months (or such other period as the
Committee may determine) having a fair market value (determined as of the date
of such delivery by the optionee or grantee) equal to all or part of the amount
to be so withheld, provided that the Committee may require, as a condition of
accepting any such delivery, the optionee or grantee to furnish an opinion of
counsel acceptable to the Committee to the effect that such delivery would not
result in the optionee or grantee incurring any liability under Section 16(b) of
the Act; and (ii) the Committee may permit any such delivery to be made by
withholding shares of Common Stock from the Shares otherwise issuable pursuant
to the award giving rise to the tax withholding obligation (in which event the
date of delivery shall be deemed the date such award was exercised).

23. AMENDMENT AND DISCONTINUANCE

The Board of Directors may alter, suspend, or discontinue the Plan, but,
except as provided in Section 19, may not, without the approval of the holders
of a majority of the Class A Common Stock, make any alteration or amendment
hereto which operates (a) to materially increase the number of Shares which are
available for the grant of Options, SARs and Restricted Shares under the Plan,
(b) to extend the term during which Options may be granted under the Plan or the
maximum Option period provided in Section 9, (c) to decrease the minimum Option
price provided in Section 8, (d) to materially increase the rights of optionees
with respect to SARs in a manner which would not comply with Rule 16b-3, (e) to
amend Section 11 in a manner which would not comply with Rule 16b-3, or (f) to
materially modify the requirements as to eligibility for participation in the
Plan, or (g) as otherwise required to comply with Rule 16b-3.

24. GOVERNING LAWS

The Plan shall be applied and construed in accordance with an governed by
the law of the state of Ohio, to the extent such law is not superseded by or
inconsistent with Federal law.

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25. EFFECTIVE DATE AND DURATION OF PLAN

The Plan shall become effective on April 24, 1993, the date of its adoption
by the Board of Directors; subject, however, to the approval of the Plan by the
holders of a majority of the Class A Common Stock outstanding and entitled to
vote generally in the election of directors on or prior to April 24, 1994. The
term during which Options, SARs and Restricted Shares may be granted under the
Plan shall expire on April 24, 1998.

26. AMENDMENTS TO AGREEMENTS

Notwithstanding any other provision of the Plan, the Board of Directors, or
any authorized committee thereof, may amend the terms of any agreement entered
into in connection with any award granted pursuant to the Plan, provided that
the terms of such amendment are not inconsistent with the terms of the Plan.

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<PAGE>
APPENDIX I

TRIARC COMPANIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Nelson Peltz and Peter W. May and each of them,
with power of substitution, attorneys and proxies to represent and to vote all
shares of Class A Common Stock of Triarc Companies, Inc. (the 'Company') which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Triarc Companies, Inc. to be held on Thursday, June 8, 1995, at 11:00 A.M.,
local time, in the third floor auditorium of Chemical Bank, 270 Park Avenue, New
York, New York, and at any adjournments or postponements thereof:

<TABLE>
<S> <C> <C>
1. Election of Directors: FOR all nominees listed below AUTHORITY WITHHELD to vote for all
(except as otherwise instructed below) [ ] nominees listed below [ ]
Nelson Peltz, Peter W. May, Leon Kalvaria, Hugh L. Carey, Clive Chajet, Stanley R. Jaffee, M. L. Lowenkron, David
E. Schwab II, Raymond S. Troubh and Gerald Tsai, Jr.
To withhold authority to vote for any nominee, write that nominee's name in space below:

- ---------------------------------------------------------------------------------------------------------------------

2. Proposal to approve amendments to the Company's 1993 Equity Participation Plan which are described in the Proxy
Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent certified public
accountants, as described in the Proxy Statment.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

<PAGE>
The Board of Directors recommends a vote FOR the election of the nominees named
above and FOR Proposals 2 and 3. This Proxy when properly executed will be voted
in the manner directed herein by the undersigned stockholder. If no direction is
made, this Proxy will be voted FOR the election of the nominees named above and
FOR proposals 2 and 3. Under the Company's By-Laws, business transacted at the
Annual Meeting of Stockholders is confined to the purposes stated in the Notice
of the Meeting. This Proxy will, however, convey discretionary authority to the
persons named herein as proxies to vote on matters incident to the conduct of
the Meeting.

.......................... , 1995
Date

...........................[SEAL]

THIS PROXY SHOULD BEAR YOUR
SIGNATURE(S) EXACTLY AS YOUR
NAME(S) APPEAR IN THE STENCIL TO
THE LEFT. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRA-
TOR, PERSONAL REPRESENTATIVE,
TRUSTEE, GUARDIAN OR CORPORATE
OFFICER, PLEASE GIVE FULL TITLE.
FOR JOINT ACCOUNTS, EACH JOINT
OWNER SHOULD SIGN.

PLEASE DATE, SIGN AND RETURN TODAY IN THE ENCLOSED ENVELOPE.