SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

WENDY’S/ARBY’S GROUP, INC.

(Name of Subject Company (Issuer))

Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.
Trian Partners GP, L.P.
Trian Partners General Partner, LLC
Trian Partners Parallel Fund I General Partner, LLC
Trian Partners Parallel Fund II GP, L.P.
Trian Partners Parallel Fund II General Partner, LLC
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Nelson Peltz
Peter W. May
Edward P. Garden
(Name of Filing Persons (Purchasers))

CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
950587105
(CUSIP Number of Class of Securities)
Brian L. Schorr, Esq.
Chief Legal Officer
Trian Fund Management, L.P.
280 Park Avenue
New York, New York 10017
(212) 451-3000

Copy to:
Dennis J. Block, Esq.
William P. Mills, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555

(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee
$166,000,000	$6,523.80

*	Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 40,000,000 shares of the subject company (number of shares sought) by $4.15 (the tender offer price per share).
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $	Filing Party:
Form or Registration Number:	Date Filed:

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:
	x	third-party tender offer subject to Rule 14d-1.
	o	issuer tender offer subject to Rule 13e-4.
	o	going private transaction subject to Rule 13e-3.
	x	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Combined Schedule TO and Amendment No. 30 to Schedule 13D

          This Schedule TO and Amendment No. 30 to Schedule 13D is being filed on behalf of Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Master Fund”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian Partners Parallel Fund II, L.P., a Delaware limited partnership (“Parallel Fund II” and collectively with Trian Onshore, Trian Master Fund and Parallel Fund I, the “Purchaser”), Trian Partners GP, L.P., a Delaware limited partnership (“Trian GP”), Trian Partners General Partner, LLC, a Delaware limited liability company (“Trian GP LLC”), Trian Partners Parallel Fund I General Partner, LLC, a Delaware limited liability company (“Parallel Fund I GP”), Trian Partners Parallel Fund II GP, L.P., a Delaware limited partnership (“Parallel Fund II GP”), Trian Partners Parallel Fund II General Partner, LLC, a Delaware limited liability company (“Parallel Fund II LLC”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP”, and together with the foregoing, the “Trian Entities”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Filing Persons”), relating to the offer by the Purchaser to purchase up to 40,000,000 shares of Class A Common Stock, par value $0.10 per share, (the “Shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”) at a price of $4.15 per Share, net to the seller in cash, without interest (subject to any required withholding of taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”), dated November 6, 2008, and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively.

          As permitted by General Instruction G to Schedule TO, this Schedule TO also amends and supplements the Schedule 13D dated October 13, 1992 (the “Original Statement”), as amended and restated by Amendment No. 6 dated May 3, 1993, as amended by Amendment No. 7 dated February 14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May 4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July 1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19 dated July 23, 2004, as amended by Amendment No. 20 dated May 23, 2005, as amended by Amendment No. 21 dated January 6, 2006, as amended by Amendment No. 22 dated February 23, 2006, as amended by Amendment No. 23 dated December 26, 2006, as amended by Amendment No. 24 dated April 23, 2008, as amended by Amendment No. 25 dated September 16, 2008, as amended by Amendment No. 26 dated September 22, 2008, as amended by Amendment No. 27 dated September 24, 2008, as amended by Amendment No. 28 dated September 29, 2008 and as amended by Amendment No. 29 dated October 8, 2008, (the Original Statement, as so amended shall be known as the “Statement”), with respect to the Class A Common Stock, par value $.10 per share, of Triarc Companies, Inc. (“Triarc”) (through September 29, 2008, the date of the closing of the acquisition of Wendy’s described in Item 4) and of the Company (as defined below) for periods commencing on or after September 30, 2008 (the “Class A Common Stock”), and, for periods prior to September 30, 2008, the Class B Common Stock, Series 1, par value $.10 per share, of Triarc (the “Class B Common Stock”), of Wendy’s/Arby’s Group, Inc. (formerly known as Triarc Companies, Inc., a Delaware corporation and successor by merger to Triarc Companies, Inc., an Ohio corporation formerly named DWG Corporation (the “Company”)). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement.

-3-

Schedule 13D

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	NELSON PELTZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
	8	SHARED VOTING POWER (See Item 5)
		51,659,612 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		15,901,582 (Class A Common Stock)
	10	SHARED DISPOSITIVE POWER (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	51,659,612 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.00% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

^* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-4-

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	PETER W. MAY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
	8	SHARED VOTING POWER (See Item 5)
		51,552,797 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		8,220,114 (Class A Common Stock)
	10	SHARED DISPOSITIVE POWER (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	51,552,797 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.97% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

^* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-5-

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	EDWARD P. GARDEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		196,425 (Class A Common Stock)
	8	SHARED VOTING POWER (See Item 5)
		27,227,751 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		196,425 (Class A Common Stock)
	10	SHARED DISPOSITIVE POWER (See Item 5)
		27,227,751 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,424,176 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.84% (Class A Common Stock)*
14	TYPE OF REPORTING PERSON
	IN

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-6-

1	NAME OF REPORTING PERSON
	Trian Fund Management, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3454182
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		27,227,751 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		27,227,751 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-7-

1	NAME OF REPORTING PERSON
	Trian Fund Management GP, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3454087
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		27,227,751 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		27,227,751 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	OO

* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-8-

1	NAME OF REPORTING PERSON
	Trian Partners GP, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3453775
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o
		(b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		27,227,751 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		27,227,751 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

^*  This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-9-

1	NAME OF REPORTING PERSON
	Trian Partners General Partner, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3453595
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o
		(b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		27,227,751 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		27,227,751 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	27,227,751 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.80% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	OO

^*  This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-10-

1	NAME OF REPORTING PERSON
	Trian Partners, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3453988
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o
		(b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		6,430,910 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		6,430,910 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	6,430,910 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.37% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

^*  This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-11-

1	NAME OF REPORTING PERSON
	Trian Partners Master Fund, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	98-0468601
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o
		(b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		20,064,053 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		20,064,053 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	20,064,053 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.27% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

^*  This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-12-

1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund I, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3694154
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o
		(b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		576,776 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		576,776 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	576,776 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.12% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

^* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-13-

1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund I General Partner, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-3694293
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o
		(b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT	o
	TO ITEMS 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		576,776 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		576,776 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	(See Item 5)
	576,776 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN	o
	SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.12% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	OO

^* This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-14-

1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund II, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	87-0763105
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		130,691 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		130,691 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
	130,691 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

*     This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-15-

1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund II GP, L.P.
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	87-0763102
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		130,691 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		130,691 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
	130,691 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	PN

*      This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-16-

1	NAME OF REPORTING PERSON
	Trian Partners Parallel Fund II General Partner, LLC
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	87-0763099
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
		(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER (See Item 5)
		0
	8	SHARED VOTING POWER (See Item 5)
		130,691 (Class A Common Stock)
	9	SOLE DISPOSITIVE POWER (See Item 5)
		0
	10	SHARED DISPOSITIVE POWER (See Item 5)
		130,691 (Class A Common Stock)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
	130,691 (Class A Common Stock)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03% (Class A Common Stock) *
14	TYPE OF REPORTING PERSON
	OO

*      This percentage is calculated based upon 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in Wendy’s/Arby’s Form 10-Q, filed on November 6, 2008.

-17-

Schedule TO

          Item 1. Summary Term Sheet.

          The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

          Item 2. Subject Company Information.

          (a) The name of the issuer of the securities to which this Schedule TO relates is Wendy’s/Arby’s Group, Inc., a Delaware corporation. Wendy’s/Arby’s principal executive offices are located at 1115 Perimeter Center West, Atlanta, GA, 30338. Wendy’s/Arby’s telephone number at such address is (678) 514-4100. The information set forth in Section 8—“Information Concerning Wendy’s/Arby’s” of the Offer to Purchase is incorporated herein by reference.

          (b) According to Wendy’s/Arby’s Form 10-Q filed on November 6, 2008, there were 469,769,742 Shares of Class A Common Stock, par value $0.10 per Share, outstanding as of October 31, 2008.

          (c) The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” and Section 6 of the Offer to Purchase —“Price Range of the Shares” is incorporated herein by reference.

          Item 3. Identity and Background of Filing Persons.

          (a)-(c) The information set forth in the Introduction and Section 9—“Information Concerning the Purchaser and Its Affiliates” of the Offer to Purchase is incorporated herein by reference.

          Item 4. Terms of the Transaction.

          The Purchaser seeks to purchase up to 40,000,000 Shares for cash at a price equal to $4.15 net per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal. The information set forth in the sections entitled “Summary Term Sheet,” Section 1—“Terms of the Offer; Proration” through Section 5—“U.S. Federal Income Tax Consequences,” Section 7—“Effect of the Offer on the Market for the Shares” and Section 13—“Conditions to the Offer” of the Offer to Purchase are incorporated herein by reference.

          Item 5. Past Contacts, Transactions, Negotiations and Agreements.

          (a) The information described in Section 9—“Information Concerning the Purchaser and Its Affiliates,” Section 10 — “Relationships, Agreements and Transactions With Wendy’s/Arby’s” and Section 12—“Background and Purpose of the Offer; Plans; Use of Securities” of the Offer to Purchase is incorporated herein by reference.

          (b) The information described in Section 9—“Information Concerning the Purchaser and Its Affiliates,” Section 10 — “Relationships, Agreements and Transactions With Wendy’s/Arby’s” and Section 12—“Background and Purpose of the Offer; Plans; Use of Securities” of the Offer to Purchase is incorporated herein by reference.

          (e) The information described in Section 9—“Information Concerning the Purchaser and Its Affiliates,” Section 10 — “Relationships, Agreements and Transactions With Wendy’s/Arby’s” and Section 12—“Background and Purpose of the Offer; Plans; Use of Securities” of the Offer to Purchase is incorporated herein by reference.

          Item 6. Purposes of the Transaction and Plans or Proposals.

          (a) The information set forth in Section 12—“Background and Purpose of the Offer; Plans; Use of Securities” of the Offer to Purchase is incorporated herein by reference.

          (c)(1)-(7) The information set forth in Section 12—“Background and Purpose of the Offer; Plans; Use of Securities” of the Offer to Purchase is incorporated herein by reference.

-18-

          Item 7. Source and Amount of Funds or Other Consideration.

          The information set forth in the section entitled “Summary Term Sheet” and Section 11—“Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

          Item 8. Interest in Securities of the Subject Company.

          (a) The information set forth in Section 9—“Information Concerning the Purchaser and Its Affiliates” of the Offer to Purchase is incorporated herein by reference.

          (b) The information set forth in Section 9—“Information Concerning the Purchaser and Its Affiliates” and Appendix A of the Offer to Purchase is incorporated herein by reference. Except as set forth therein, none of Nelson Peltz, Peter W. May, Edward P. Garden or any investment funds or accounts managed by Trian Fund Management, L.P. has during the past 60 days effected any transaction in any equity securities of Wendy’s/Arby’s.

          Item 9. Persons/Assets Retained, Employed, Compensated or Used.

          The information set forth in Section 15—“Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

          Item 10. Financial Statements.

          Not applicable.

          Item 11. Additional Information.

(a)(1)	The information set forth in Section 9—“Information Concerning the Purchaser and Its Affiliates” of the Offer to Purchase is incorporated herein by reference.
(a)(2)-(3)	The information set forth in Section 14—“Legal Matters” of the Offer to Purchase is incorporated herein by reference.
(a)(4)	None.
(a)(5)	None.
(b)	None.
Item 12. Exhibits.
(a)(1)(A)	Offer to Purchase, dated November 6, 2008.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release issued November 6, 2008.
(a)(1)(H)	Summary Advertisement.
(a)(1)(I)	Website established by Information Agent—http://www.innisfreema.com.
(b)	Form of Prime Brokerage Agreement.

-19-

(d)(1)	Third Amended and Restated Credit Agreement, dated as of April 2, 2001, as amended, by and between Nelson Peltz and Claudia Peltz, and Bank of America, N.A., formerly known as NationsBank, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006.
(d)(2)	Credit Agreement, dated as of January 18, 1996, as amended, by and between Peter W. May and Leni May, and NationsBank, N.A., now known as Bank of America, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006.
(d)(3)	Pledge and Security Agreement, dated July 23, 2004, as amended, made by Nelson Peltz, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 30 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006.
(d)(4)	Pledge and Security Agreement, dated April 2, 2003, as amended, made by Peter W. May, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 31 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004.
(d)(5)	Voting Agreement, dated July 23, 2004, by and between Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 29 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004.
(d)(6)	Agreement, dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden.
(g)	Not Applicable.
(h)	Not Applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.

-20-

SIGNATURES

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 6, 2008

TRIAN PARTNERS, L.P.
By:	Trian Partners GP, L.P., its general partner
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN PARTNERS MASTER FUND, L.P.
By:	Trian Partners GP, L.P., its general partner
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN PARTNERS PARALLEL FUND I, L.P.
By:	Trian Partners Parallel Fund I General Partner LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member

[Signature Page to Combined Schedule TO and Schedule 13D]

TRIAN PARTNERS PARALLEL FUND II, L.P.
By:	Trian Partners Parallel Fund II GP, L.P., its general partner
By:	Trian Partners Parallel Fund II General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN PARTNERS GP, L.P.
By:	Trian Partners General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN PARTNERS GENERAL PARTNER, LLC
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN PARTNERS PARALLEL FUND I     GENERAL PARTNER, LLC
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN PARTNERS PARALLEL FUND II GP, L.P.
By:	Trian Partners Parallel Fund II General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member

[Signature Page to Combined Schedule TO and Amendment to Schedule 13D]

-2-

TRIAN PARTNERS PARALLEL FUND II
	GENERAL PARTNER, LLC
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN FUND MANAGEMENT, L.P.
By:	Trian Fund Management GP, LLC, its general partner
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member
TRIAN FUND MANAGEMENT GP, LLC
By:	/s/ Edward P. Garden
	Name: Edward P. Garden
	Title: Member

[Signature Page to Combined Schedule TO and Amendment to Schedule 13D]

-3-

/s/ Nelson Peltz

Nelson Peltz

/s/ Peter W. May

Peter W. May

/s/ Edward P. Garden

Edward P. Garden

[Signature Page to Combined Schedule TO and Amendment to Schedule 13D]

-4-

EXHIBIT INDEX

Exhibit	Description
(a)(1)(A)	Offer to Purchase, dated November 6, 2008.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release issued November 6, 2008.
(a)(1)(H)	Summary Advertisement.
(a)(1)(I)	Website established by Information Agent—http://www.innisfreema.com.
(b)	Form of Prime Brokerage Agreement.
(d)(1)	Third Amended and Restated Credit Agreement, dated as of April 2, 2001, as amended, by and between Nelson Peltz and Claudia Peltz, and Bank of America, N.A., formerly known as NationsBank, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006.
(d)(2)	Credit Agreement, dated as of January 18, 1996, as amended, by and between Peter W. May and Leni May, and NationsBank, N.A., now known as Bank of America, N.A., incorporated herein by reference to Exhibit 20 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006.
(d)(3)	Pledge and Security Agreement, dated July 23, 2004, as amended, made by Nelson Peltz, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 30 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on February 23, 2006.
(d)(4)	Pledge and Security Agreement, dated April 2, 2003, as amended, made by Peter W. May, in favor of Bank of America, N.A., incorporated herein by reference to Exhibit 31 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004.
(d)(5)	Voting Agreement, dated July 23, 2004, by and between Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 29 to Schedule 13D/A filed by Mr. Peltz and Mr. May with the Securities and Exchange Commission on July 23, 2004.
(d)(6)	Agreement, dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden.
(g)	Not Applicable.
(h)	Not Applicable.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

OFFER TO PURCHASE FOR CASH
Up to 40,000,000 Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.
at
$4.15 Net Per Share
by
Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.

THE OFFER IS BEING MADE BY TRIAN PARTNERS, L.P., A DELAWARE LIMITED PARTNERSHIP, TRIAN PARTNERS MASTER FUND, L.P., A CAYMAN ISLANDS LIMITED PARTNERSHIP, TRIAN PARTNERS PARALLEL FUND I, L.P., A DELAWARE LIMITED PARTNERSHIP, AND TRIAN PARTNERS PARALLEL FUND II, L.P., A DELAWARE LIMITED PARTNERSHIP, INVESTMENT FUNDS AFFILIATED WITH TRIAN MANAGEMENT FUND, L.P. AN INVESTMENT FIRM WHOSE PRINCIPALS ARE NELSON PELTZ, PETER W. MAY AND EDWARD P. GARDEN, TO PURCHASE UP TO 40,000,000 SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE, OF WENDY’S/ARBY’S GROUP, INC. FOR $4.15 PER SHARE IN CASH, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 13 OF THIS OFFER TO PURCHASE, “CONDITIONS TO THE OFFER.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IMPORTANT

Any stockholder desiring to tender all or any portion of that stockholder’s shares should either (1) complete and sign the letter of transmittal, or a facsimile thereof, in accordance with the instructions to the letter of transmittal, have that stockholder’s signature thereon guaranteed if instruction 1 to the letter of transmittal so requires, mail or deliver the letter of transmittal, or facsimile, or, in the case of a book-entry transfer effected by the procedure set forth in Section 2 of this Offer to Purchase, “Procedure for Tendering Shares,” an agent’s message (as defined therein), and any other required documents to the depositary and either deliver the certificates for those shares to the depositary along with the letter of transmittal, or facsimile, or deliver those shares in accordance with the procedure for book-entry transfer set forth in Section 2 of this Offer to Purchase, “Procedure for Tendering Shares,” or (2) request that stockholder’s bank, broker, dealer, trust company or other nominee effect the transaction for that stockholder. A stockholder having shares registered in the name of a bank, broker, dealer, trust company or other nominee must contact that person if that stockholder desires to tender those shares.

If a stockholder desires to tender shares and that stockholder’s certificates for shares are not immediately available or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the depositary prior to the expiration date (as defined herein), that stockholder’s tender may be effected by following the procedure for guaranteed delivery set forth in Section 2 of this Offer to Purchase, “Procedure for Tendering Shares.”

None of the Purchaser, the Dealer Manager or the Information Agent nor any other agent acting on our behalf makes any recommendation to you as to whether you should tender or refrain from tendering your shares.

Questions regarding the offer may be directed to Banc of America Securities LLC, the Dealer Manager at the address and telephone number on the back cover of this Offer to Purchase. In addition, requests for assistance or for additional copies of this Offer to Purchase, the letter of transmittal and the notice of guaranteed delivery may be directed to Innisfree M&A Incorporated, the information agent, at the address and telephone number on the back cover of this Offer to Purchase.

The dealer manager for this offer is:

Banc of America Securities LLC

November 6, 2008

TABLE OF CONTENTS

SUMMARY TERM SHEET			1
INTRODUCTION			5
THE TENDER OFFER			5
	SECTION 1.	TERMS OF THE OFFER; PRORATION	5
	SECTION 2.	PROCEDURE FOR TENDERING SHARES	7
	SECTION 3.	WITHDRAWAL RIGHTS	11
	SECTION 4.	ACCEPTANCE FOR PAYMENT AND PAYMENT	11
	SECTION 5.	U.S. FEDERAL INCOME TAX CONSEQUENCES	12
	SECTION 6.	PRICE RANGE OF THE SHARES	13
	SECTION 7.	EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES	14
	SECTION 8.	INFORMATION CONCERNING WENDY’S/ARBY’S	14
	SECTION 9.	INFORMATION CONCERNING THE PURCHASER AND ITS AFFILIATES	14
	SECTION 10.	RELATIONSHIPS, AGREEMENTS AND TRANSACTIONS WITH WENDY’S/ARBY’S	17
	SECTION 11.	SOURCE AND AMOUNT OF FUNDS	18
	SECTION 12.	BACKGROUND AND PURPOSE OF THE OFFER; PLANS; USE OF SECURITIES	18
	SECTION 13.	CONDITIONS TO THE OFFER	21
	SECTION 14.	LEGAL MATTERS	25
	SECTION 15.	FEES AND EXPENSES	26
	SECTION 16.	DIVIDENDS AND DISTRIBUTIONS	26
	SECTION 17.	MISCELLANEOUS	27
APPENDIX A			A-1
APPENDIX B			B-1
APPENDIX C			C-1

i

SUMMARY TERM SHEET

Trian Partners, L.P., a Delaware limited partnership, Trian Partners Master Fund, L.P., a Cayman Islands limited partnership, Trian Partners Parallel Fund I, L.P., a Delaware limited partnership and Trian Partners Parallel Fund II, L.P., a Delaware limited partnership, investment funds affiliated with Trian Fund Management, L.P., a Delaware limited partnership and an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden, are offering to purchase up to a total of 40,000,000 shares of Class A Common Stock, par value $0.10 per share, of Wendy’s/Arby’s Group, Inc., for $4.15 net per share in cash. Our offer is subject to the terms and conditions set forth in this offering document and in the related letter of transmittal. Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. are collectively referred to as “Purchaser” “we,” “our” or “us.” Nelson Peltz, Peter W. May and Edward P. Garden are collectively referred to as the “Trian principals.” We refer to Wendy’s/Arby’s Group, Inc. as “Wendy’s/Arby’s.” We refer to the shares of Class A Common Stock of Wendy’s/Arby’s Group, Inc. as “shares.” We refer to Trian Fund Management, L.P. as “Trian Partners.” The following summary highlights selected information from this offering document. We urge you to read the remainder of this offering document and the accompanying letter of transmittal carefully, because the information in the summary is not complete and the remainder of this Offer to Purchase and the letter of transmittal contain additional important information.

Who is offering to buy my shares?

Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., and Trian Partners Parallel Fund II, L.P. These entities are investment funds affiliated with Trian Partners. The principals of Trian Partners are Nelson Peltz, Peter W. May and Edward P. Garden. The Trian principals and investment funds managed by Trian Partners beneficially own, in the aggregate, 52,059,387 shares, which represents approximately 11.1% of the outstanding shares. Mr. Peltz is non-executive Chairman, Mr. May is non-executive Vice Chairman and Mr. Garden is a director of Wendy’s/Arby’s. If we purchase 40,000,000 shares in our offer, the Trian principals and investment funds managed by Trian Partners will beneficially own, in the aggregate, approximately 19.6% of the outstanding shares. See Section 9 of this Offer to Purchase, “Information Concerning the Purchaser and Its Affiliates.”

How many shares are you seeking in the offer?

We are offering to purchase up to 40,000,000 shares. See “Introduction” and Section 1 of this Offer to Purchase, “Terms of the Offer; Proration.”

What happens if stockholders tender more shares than you are willing to buy?

If stockholders tender more than the number of shares that we are willing to buy, we will purchase shares on a pro-rata basis. This means that we will purchase from you a number of shares calculated by multiplying the number of shares you properly tendered by a proration factor. The proration factor will equal 40,000,000 divided by the total number of shares properly tendered. For example, if a total of 80,000,000 shares are tendered, we will purchase 50% of the number of shares that you tender. We will make adjustments to avoid purchases of fractional shares. For information about the terms of our offer, see Section 1 of this Offer to Purchase, “Terms of the Offer; Proration.”

If you prorate, when will I know how many shares will actually be purchased?

If proration of tendered shares is required, we do not expect to announce the final results of proration or pay for any shares until at least five New York Stock Exchange trading days after the expiration date. This is because we will not know the precise number of shares properly tendered until all supporting documentation for those tenders are reviewed and guaranteed deliveries are made. Preliminary results of proration will be announced by press release as promptly as practicable. Holders of shares may obtain this preliminary information from the information agent at its telephone number set forth on the back cover of this offering document.

How much are you offering to pay, what is the form of payment and will I have to pay any fees or commissions?

We are offering to pay you $4.15 per share in cash. Any payment is subject to applicable withholding of United States federal, state and local taxes. If you are the record owner of your shares and you tender your shares to us in our offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a bank, broker, dealer, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult with your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. See “Introduction” and Section 1 of this Offer to Purchase, “Terms of the Offer; Proration.”

Do you have the financial resources to make payment?

Yes. If we purchase 40,000,000 shares pursuant to the offer at $4.15 per share, our aggregate cost will be $166 million, not including fees and expenses which are estimated to be approximately $1 million. We will obtain such funds from existing cash and cash equivalents and/or margin borrowings and our ability to realize cash upon sale of liquid securities. The offer is not conditioned on any financing arrangements. See Section 11 of this Offer to Purchase, “Source and Amount of Funds.”

Is your financial condition material to my decision to tender my shares into the offer?

We do not believe that our financial condition is material to your decision to tender shares and accept the offer because, among other things, the offer consideration consists solely of cash, which is not subject to any financing condition, and we have the financial resources necessary to complete the offer. See Section 11 of this Offer to Purchase, “Source and Amount of Funds.”

Why are you making the offer?

We are making this offer because we would like to increase our equity investment in Wendy’s/Arby’s through the acquisition of additional shares. See Section 12 of this Offer to Purchase, “Background and Purpose of the Offer; Plans; Use of Securities.”

How long do I have to decide whether to tender in the offer?

You will have at least until 12:00 midnight, New York City time, at the end of Friday, December 5, 2008 (unless the offer is extended) to decide whether to tender your shares in our offer. If you cannot deliver everything that we require in order to make a proper tender by that time, you may be able to use a guaranteed delivery procedure. The guaranteed delivery procedure is discussed in Sections 1 and 2 of this Offer to Purchase, “Terms of the Offer; Proration” and “Procedure for Tendering Shares—Guaranteed Delivery.”

Can the offer be extended and under what circumstances?

We may elect to extend our offer from time to time, at our discretion, for any reason. We will also extend our offer if the rules of the Securities and Exchange Commission require us to do so. See Section 1 of this Offer to Purchase, “Terms of the Offer; Proration.”

How will I be notified if the offer is extended?

If we extend our offer, we will make a public announcement of the extension. The announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the day on which our offer was scheduled to expire. See Section 1 of this Offer to Purchase, “Terms of the Offer; Proration.”

What are the most important conditions to the offer?

We are not obligated to buy any shares in our offer if various events occur, including:

2

• any change or prospective change in the affairs of Wendy’s/Arby’s that, in our reasonable judgment, has a materially adverse effect on Wendy’s/Arby’s or us;

• the existence of pending or threatened litigation that adversely affects our offer or seeks to limit our ability to exercise ownership rights with respect to the shares;

• the existence of any law limiting our ability to consummate the offer;

• a general suspension of trading on any national securities exchange in the United States;

• any event that, in our reasonable judgment, would adversely affect the extension of credit by banks or other financial institutions;

• a 10% change in United States currency exchange rates;

• a 10% or more decrease, measured from the close of trading on November 5, 2008, in the market price for the shares or in the general level of market prices for equity securities in the United States;

• the Board of Directors of Wendy’s/Arby’s has not taken any action, such that, the provisions of Section 203 of the Delaware General Corporate Law would, upon consummation of this offer or any subsequent acquisition of shares by Purchaser or any of its affiliates or associates of up to an aggregate of 25% of the outstanding shares, prohibit or restrict any business combination, as defined therein, involving Wendy’s/Arbys on the one hand and the Purchaser and any of its affiliates or associates on the other hand;

• the expiration of the period during which the Ohio Division of Securities may suspend our offer pursuant to the Ohio Control Bid Statute, without the occurrence of any such suspension (or if a suspension shall have occurred, it shall no longer be continuing), or Purchaser being satisfied, in its reasonable discretion, that the Ohio Control Bid Statute is invalid or inapplicable to the acquisition of the shares as described herein;

• the commencement or escalation of a war, armed hostilities or other similar national or international calamity directly or indirectly involving the United States; or

• any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has not expired or been terminated prior to the expiration of the offer.

Our offer is also subject to a number of other conditions. See Section 13 of this Offer to Purchase, “Conditions to the Offer.”

How do I tender my shares?

To tender shares, you must deliver various documents to American Stock Transfer & Trust Company, LLC, the depositary for our offer, prior to the expiration of our offer. These documents include the certificates representing your shares and a completed letter of transmittal. If your shares are held through a bank, broker, dealer, trust company or other nominee, you must instruct that nominee to tender on your behalf, as your shares can be tendered only by that bank, broker, dealer, trust company or other nominee. If you cannot deliver a required item to the depositary by the expiration of our offer, you may get a little extra time to do so by utilizing the guaranteed delivery procedures and having a broker, bank or other fiduciary that is a member of the Securities Transfer Agents Medallion Program or another eligible institution guarantee that the depositary will receive the missing items within a period of three New York Stock Exchange trading days. The depositary must receive the missing items within that period for the tender to be valid. See Section 2 of this Offer to Purchase, “Procedure for Tendering Shares.”

Until what time can I withdraw previously tendered shares?

You can withdraw shares at any time prior to the expiration date of our offer and you may also withdraw your previously tendered shares at any time after January 5, 2009 unless such shares have been accepted for payment as provided in the offer. See Sections 1 and 3 of this Offer to Purchase, “Terms of the Offer; Proration” and “Withdrawal Rights.”

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How do I withdraw previously tendered shares?

To withdraw shares, you must deliver a written notice of withdrawal with the required information to the depositary prior to the expiration date. If you have tendered your shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct that person to arrange for the withdrawal of your shares. See Sections 1 and 3 of this Offer to Purchase, “Terms of the Offer; Proration” and “Withdrawal Rights.”

If I decide not to tender, how will the offer affect me?

If you decide not to tender your shares, you will still own the same amount of shares, and Wendy’s/Arby’s will still be a public company listed on the New York Stock Exchange. See Section 7 of this Offer to Purchase, “Effect of the offer on the Market for the Shares.”

Do I have appraisal or dissenter’s rights?

There are no appraisal or dissenter’s rights available in connection with our offer.

What does the Board of Directors of Wendy’s/Arby’s Group, Inc. think of the offer?

The Wendy’s/Arby’s Board of Directors is required by law to communicate its views regarding the tender offer to Wendy’s/Arby’s stockholders in a Schedule 14D-9 to be filed with the Securities and Exchange Commission within ten business days from the date the offer is commenced. Representatives of Wendy’s/Arby’s have advised us that the Board of Directors of Wendy’s/Arby’s is expressing no opinion to stockholders of Wendy’s/Arby’s and is not making a recommendation with respect to the Tender Offer in the Schedule 14D-9.

What is the market value of my shares as of a recent date?

On November 5, 2008, the last trading day before we commenced our offer, the last sale price of the shares was $3.29 per share. We advise you to obtain a recent price quotation for shares in deciding whether to tender your shares. See Section 6 of this Offer to Purchase, “Price Range of the Shares.”

What are the U.S. federal income tax consequences of tendering shares in the offer?

Your receipt of cash for shares tendered in our offer will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. For a summary of the U.S. federal income tax consequences of our offer, see Section 5 of this Offer to Purchase, “U.S. Federal Income Tax Consequences.” We recommend that you consult with your own tax advisor regarding the U.S. federal, state, local and foreign tax consequences to you of tendering all or a portion of your shares in the offer.

Who can I talk to if I have questions about the offer?

You may call Innisfree M&A Incorporated, toll-free at (877) 687-1874. (Banks and brokers may call collect at (212) 750-5833). You may also call Banc of America Securities LLC at (646) 855-8900. Innisfree M&A Incorporated is acting as the information agent and Banc of America Securities LLC is acting as the dealer manager in connection with our offer. See the back cover of this offering document.

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To the Holders of Class A Common Stock of Wendy’s/Arby’s Group, Inc.:

INTRODUCTION

Trian Partners, L.P., a Delaware limited partnership, Trian Partners Master Fund, L.P., a Cayman Islands limited partnership, Trian Partners Parallel Fund I, L.P., a Delaware limited partnership and Trian Partners Parallel Fund II, L.P., a Delaware limited partnership, investment funds affiliated with Trian Fund Management, L.P., an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden, are offering to purchase up to a total of 40,000,000 shares of Class A Common Stock, par value $0.10 per share, of Wendy’s/Arby’s Group, Inc., for $4.15 net per share in cash (subject to applicable withholding of U.S. federal, state and local taxes), without interest thereon. Our offer is subject to the terms and conditions set forth in this offering document and in the related letter of transmittal. Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. are collectively referred to as “Purchaser” “we,” “our” or “us.” Nelson Peltz, Peter W. May and Edward P. Garden are collectively referred to as the “Trian principals.” We refer to Wendy’s/Arby’s Group, Inc. as “Wendy’s/Arby’s.” We refer to the shares of Class A Common Stock, par value $0.10 per share, of Wendy’s/Arby’s Group, Inc. as “shares.” We refer to Trian Fund Management, L.P. as “Trian Partners.”

Tendering stockholders whose shares are registered in their own names and who tender directly to American Stock Transfer & Trust Company, LLC, the depositary for the offer, will not be obligated to pay brokerage fees or commissions or, except as set forth in instruction 6 to the letter of transmittal, stock transfer taxes on the purchase of shares by us under the offer. If you own your shares through a bank, broker, dealer, trust company or other nominee and that person tenders your shares on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply. We will pay all fees and expenses of American Stock Transfer & Trust Company, LLC, which is acting as the depositary for the offer, and Innisfree M&A Incorporated, which is acting as the information agent for the offer, that are attributable to the offer. See Section 15 of this Offer to Purchase, “Fees and Expenses.”

THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OBLIGATION TO ACCEPT AND PAY FOR SHARES VALIDLY TENDERED PURSUANT TO THE OFFER IS CONDITIONED UPON SATISFACTION OR WAIVER OF THE CONDITIONS SET FORTH IN SECTION 13 OF THIS OFFER TO PURCHASE, “CONDITIONS TO THE OFFER.”

The Wendy’s/Arby’s Board of Directors is required by law to communicate its views regarding the tender offer to Wendy’s/Arby’s stockholders in a Schedule 14D-9 to be filed with the Securities and Exchange Commission within ten business days from the date the offer is commenced. Representatives of Wendy’s/Arby’s have advised us that the Board of Directors of Wendy’s/Arby’s is expressing no opinion to stockholders of Wendy’s/Arby’s and is not making a recommendation with respect to the Tender Offer in the Schedule 14D-9.

According to Wendy’s/Arby’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008 there were 469,769,742 shares outstanding as of October 31, 2008.

Section 5 of this Offer to Purchase, “U.S. Federal Income Tax Consequences,” describes certain material U.S. federal income tax consequences of tendering shares in the offer.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY DECISION REGARDING THE OFFER.

THE TENDER OFFER

SECTION 1. TERMS OF THE OFFER; PRORATION

Upon the terms of and subject to the conditions to the offer (including, if the offer is extended or amended, the terms and conditions of such extension or amendment), we will purchase up to 40,000,000 shares in the aggregate that are validly tendered prior to the expiration date (as hereinafter defined)

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and not properly withdrawn in accordance with Section 3 of this Offer to Purchase, “Withdrawal Rights,” at a price of $4.15 per share, net to the seller in cash (subject to applicable withholding of U.S. federal, state and local taxes). The term “expiration date” means 12:00 midnight, New York City time, at the end of Friday, December 5, 2008, unless and until we, in our sole discretion, shall have extended the period of time during which the offer is open, in which event the term “expiration date” will mean the latest time and date on which the offer, as so extended by us, will expire. For purposes of this offer, the term “business day” means any day other than Saturday, Sunday or any U.S. federal holiday consisting of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

If more than 40,000,000 shares are validly tendered prior to the expiration date, and not properly withdrawn, we will, upon the terms and subject to the conditions of the offer, purchase 40,000,000 shares on a pro rata basis (with adjustments to avoid purchases of fractional shares) based upon the number of shares validly tendered by the expiration date and not properly withdrawn. If proration of tendered shares is required, because of the difficulty of determining the precise number of shares properly tendered and not withdrawn, we do not expect to announce the final results of proration or pay for any shares until at least five New York Stock Exchange trading days after the expiration date. Preliminary results of proration will be announced by press release as promptly as practicable. Holders of shares may obtain such preliminary information from the information agent at its telephone number on the back cover of this Offer to Purchase. All shares not accepted for payment will be returned to the stockholder or, in the case of tendered shares delivered by book-entry transfer, credited to the account at the book-entry transfer facility from which the transfer had previously been made, promptly after the expiration or termination of the offer in each case, in accordance with the procedure described in Section 4 of this Offer to Purchase, “Acceptance for Payment and Payment.”

We reserve the right to increase or decrease the number of shares we are seeking in the offer, subject to applicable laws and regulations as described below.

Subject to the terms of the applicable rules and regulations of the Securities and Exchange Commission, we reserve the right, but will not be obligated, at any time and from time to time, and regardless of whether or not any of the events or facts set forth in Section 13 of this Offer to Purchase, “Conditions to the Offer,” shall have occurred, to:

• extend the offer beyond the then scheduled expiration date, and thereby delay acceptance for payment of and payment for any shares, by giving oral or written notice of that extension to the depositary; and

• amend the offer in any other respect by giving oral or written notice of that amendment to the depositary.

UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.

There can be no assurance that we will exercise our right to extend the offer.

If by 12:00 midnight, New York City time, at the end of Friday, December 5, 2008 (or any date or time then set as the expiration date), any or all of the conditions to the offer has or have not been satisfied or waived, we reserve the right (but shall not be obligated except as described in this Section 1), subject to the applicable rules and regulations of the Securities and Exchange Commission: (i) to terminate the offer and not accept for payment or pay for any shares and return all tendered shares to tendering stockholders; (ii) to waive all the unsatisfied conditions and accept for payment and pay for all shares validly tendered prior to the expiration date and not thereafter validly withdrawn; (iii) to extend the offer and, subject to the right of stockholders to withdraw shares until the expiration date, retain the shares that have been tendered during the period or periods for which the offer is extended; or (iv) to amend the offer. There will not be any subsequent offering period.

Any extension, waiver, amendment or termination will be followed as promptly as practicable by public announcement thereof. In the case of an extension, Rule 14e-l(d) under the Securities Exchange Act of 1934 (the “Exchange Act”) requires that the announcement be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date in accordance with the public announcement requirements of Rule 14d-4(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which

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require that any material change in the information published, sent or given to stockholders in connection with the offer be promptly disseminated to stockholders in a manner reasonably designed to inform stockholders of such change) and without limiting the manner in which we may choose to make any public announcement, we will not have any obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release.

If we extend the offer, we are delayed in accepting for payment or paying for shares, or we are unable to accept for payment or pay for shares pursuant to the offer for any reason, then, without prejudice to our rights under the offer, the depositary may, on our behalf, retain all shares tendered. Such tendered shares may not be withdrawn except as provided in Section 3 of this Offer to Purchase, “Withdrawal Rights.” Our reservation of the right to delay acceptance for payment of or payment for shares is subject to Exchange Act Rule 14e-1(c), which requires that we pay the consideration offered or return the shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the offer.

If we make a material change in the offer, or if we waive a material condition to the offer, we will extend the offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the offer must remain open following material changes in its terms or the information concerning it, other than a change in price or the percentage of securities sought, will depend on the facts and circumstances then existing, including the materiality of the changed terms or information.

If we decide, in our sole discretion, to increase or decrease the consideration offered in the offer or to change the number of shares we are seeking in the offer, and if, at the time that notice of any such changes is first published, sent or given to holders of shares, the offer is scheduled to expire at any time earlier than the tenth business day after (and including) the date of such notice, then the offer will be extended at least until the expiration of such period of ten business days. If, however, we increase the number of shares we are seeking under the offer by not more than two percent of the outstanding shares, then pursuant to Rule 14e-1(b) under the Exchange Act, we would not be required to extend the expiration date of the offer.

We will promptly furnish, at our expense, this Offer to Purchase, the related letter of transmittal and other relevant materials to those record holders of shares, beneficial owners, banks, brokers, dealers, trust companies and other persons who request such material from our information agent.

SECTION 2. PROCEDURE FOR TENDERING SHARES

Valid Tender. For a stockholder to validly tender shares under the offer (i) the depositary must receive, at one of the addresses set forth on the back cover of this Offer to Purchase and prior to the expiration date of the offer:

• a letter of transmittal, or a facsimile thereof, properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message (see “—Book-Entry Transfer” below), and any other required documents; and

• either certificates representing the tendered shares or, in the case of tendered shares delivered in accordance with the procedures for book-entry transfer we describe below, a book-entry confirmation of that delivery (see “—Book-Entry Transfer” below); or

(ii) the tendering stockholder must, before the expiration date of the offer, comply with the guaranteed delivery procedures we describe below.

The valid tender of shares by you by one of the procedures described in this Section 2 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the offer.

Book-Entry Transfer. For purposes of the offer, the depositary will establish an account for the shares at The Depository Trust Company (the “book-entry transfer facility”) within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of shares by causing the book-entry transfer facility to transfer those shares into the depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. Although delivery of shares may be effected through book-entry transfer into the depositary’s account at the book-entry transfer facility, the letter of transmittal, or a

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facsimile thereof, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the depositary at one of the addresses set forth on the back cover of this Offer to Purchase prior to the expiration date, or the tendering stockholder must comply with the guaranteed delivery procedures we describe below.

The confirmation of a book-entry transfer of shares into the depositary’s account at the book-entry transfer facility as we describe above is referred to herein as a “book-entry confirmation.” DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY’S PROCEDURES WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering shares through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce that agreement against that participant.

THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF YOU PLAN TO MAKE DELIVERY BY MAIL, WE RECOMMEND THAT YOU DELIVER BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND OBTAIN PROPER INSURANCE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Signature Guarantees. No signature guarantee will be required on a letter of transmittal for shares tendered thereby if:

• the “registered holder(s)” of those shares signs that letter of transmittal and has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on that letter of transmittal; or

• those shares are tendered for the account of an “eligible institution.”

For purposes hereof, a “registered holder” of tendered shares will include any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of those shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution” as that term is defined in Rule 17Ad-15 under the Exchange Act.

Except as we describe above, all signatures on any letter of transmittal for shares tendered thereby must be guaranteed by an eligible institution. See instructions 1 and 5 to the letter of transmittal. If the certificates for shares are registered in the name of a person other than the signer of the letter of transmittal, or if payment is to be made or certificates for shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See instructions 1 and 5 to the letter of transmittal.

Guaranteed Delivery. If you wish to tender shares under the offer and your certificates for shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the depositary prior to the expiration date, your tender may be effected if all the following conditions are met:

• your tender is made by or through an eligible institution;

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• a properly completed and duly executed notice of guaranteed delivery, substantially in the form we provide, is received by the depositary, as provided below, prior to the expiration date of the offer; and

• the depositary receives, at one of the addresses set forth on the back cover of this Offer to Purchase and within the period of three trading days after the date of execution of that notice of guaranteed delivery, either: (i) the certificates representing the shares being tendered together with (1) a letter of transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon, and (2) all other required documents; or (ii) in the case of any book-entry transfer of the shares being tendered which is effected in accordance with the book-entry transfer procedures we describe above under “—Book-Entry Transfer” within the same three-trading day period (1) either a letter of transmittal, or a facsimile thereof, relating thereto which has been properly completed and duly executed and includes all signature guarantees required thereon or an agent’s message, (2) a book-entry confirmation relating to that transfer, and (3) all other required documents.

For these purposes, a “trading day” is any day on which the New York Stock Exchange is open for business.

A notice of guaranteed delivery must be delivered to the depositary by hand, facsimile transmission or mail and must include a guarantee by an eligible institution in the form set forth in the notice of guaranteed delivery that is to be delivered to the depositary.

Other Requirements. Notwithstanding any other provision hereof, payment for shares accepted for payment under the offer will in all cases be made only after timely receipt by the depositary of:

• certificates representing, or a timely book-entry confirmation respecting, those shares;

• a letter of transmittal, or a facsimile thereof, properly completed and duly executed, with any required signature guarantees thereon, or, in the case of a book-entry transfer, an agent’s message in lieu of a letter of transmittal; and

• any other documents the letter of transmittal requires.

Accordingly, tendering stockholders may be paid at different times depending on when certificates representing, or book-entry confirmations respecting, their shares are actually received by the depositary.

UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE OF THE SHARES WE PURCHASE IN THE OFFER, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN MAKING THAT PAYMENT.

Appointment. By executing a letter of transmittal, or a facsimile thereof, or, in the case of a book-entry transfer, by delivery of an agent’s message in lieu of a letter of transmittal, you will irrevocably appoint our designees as your attorneys-in-fact and proxies in the manner the letter of transmittal sets forth, each with full power of substitution, to the full extent of your rights with respect to the shares tendered by you and accepted for payment by us and with respect to any and all other shares and other securities or rights issued or issuable in respect of such shares on or after the date of this Offer to Purchase. All these proxies will be considered coupled with an interest in the tendered shares and additional securities attributable thereto. This appointment will be effective when, and only to the extent that, we accept for payment shares tendered by you as provided herein. On that appointment, all prior powers of attorney, proxies and consents you have given with respect to the shares tendered by you and accepted for payment by us and all additional securities attributable thereto will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by you or on your behalf (and, if given, will not be effective). Our designees will thereby be empowered to exercise all your voting and other rights with respect to those shares and additional securities attributable thereto that you may have in respect of any annual, special or adjourned meeting of Wendy’s/Arby’s stockholders, actions by written consent without any such meeting or otherwise, as our designees in their sole discretion deem proper.

Tendering Stockholder’s Representation and Warranty; Purchaser’s Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account

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unless at the time of tender and at the expiration date such person has a “net long position” in (a) the shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tendering to us within the period specified in the offer or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to us within the period specified in the offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering stockholder’s representation and warranty to us that (a) such stockholder has a “net long position” in shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the offer.

Determination of Validity. We will decide, in our sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares, and each such decision will be final and binding. We reserve the absolute right to reject any or all tenders we determine not to be in proper form or the acceptance for payment of, or payment for, shares which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any shares of any particular stockholder whether or not we waive similar defects or irregularities in the case of other stockholders. No tender of shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of us, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms of and conditions to the offer, including the letter of transmittal and the instructions thereto, will be final and binding. By tendering shares to us you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

Backup U.S. Federal Income Tax Withholding. Under the U.S. federal income tax laws, payments with respect to shares tendered in the offer may be subject to backup U.S. federal income tax withholding at a rate of 28%, unless a tendering stockholder:

• provides a correct taxpayer identification number (“TIN”), (which, for an individual stockholder, is the stockholder’s social security number) and any other required information; or

• is a corporation or other exempt payee and, when required, demonstrates this fact and otherwise complies with the applicable requirements of the backup withholding rules.

A tendering stockholder that does not provide a correct TIN may be subject to penalties imposed by the Internal Revenue Service (“IRS”). To prevent backup withholding with respect to cash payable under the offer, each tendering U.S. stockholder should provide the depositary with the Substitute IRS Form W-9 included in the letter of transmittal, certifying that such stockholder is not subject to, or is exempt from, backup withholding. Tendering noncorporate foreign stockholders should complete and sign the appropriate IRS Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the depositary, in order to avoid backup withholding. See instruction 9 to the letter of transmittal. Backup withholding is not an additional tax. Any amount withheld from a payment to you under the backup withholding rules is allowable as a refund or credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. You should consult your own tax advisor regarding qualifications for exemption from backup withholding and the procedure for obtaining such an exemption.

Lost, Destroyed or Stolen Certificates. If the share certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the stockholder should promptly notify Wendy’s/Arby’s transfer agent, American Stock Transfer & Trust Company, LLC, at the toll-free number 1-800-937-5449. The transfer agent will instruct the stockholder as to the steps that must be taken in order to replace the certificates.

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WE WILL DECIDE, IN OUR SOLE DISCRETION, ALL QUESTIONS AS TO THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR PAYMENT OF ANY TENDER OF SHARES, AND EACH SUCH DECISION WILL BE FINAL AND BINDING ON ALL PARTIES.

SECTION 3. WITHDRAWAL RIGHTS

Except as this Section 3 otherwise provides, tenders of shares are irrevocable. You may withdraw shares that you have previously tendered under the offer according to the procedures we describe below at any time prior to the expiration date and you may also withdraw your previously tendered shares at any time after January 5, 2009 unless such shares have been accepted for payment as provided in the offer.

For a withdrawal to be effective, a written notice of withdrawal must:

• be received in a timely manner by the depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and

• specify the name of the stockholder having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares.

If certificates for shares have been delivered or otherwise identified to the depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the depositary and, unless an eligible institution has tendered those shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

If shares have been delivered in accordance with the procedures for book-entry transfer described in Section 2 of this Offer to Purchase, “Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn shares and otherwise comply with the book-entry transfer facility’s procedures.

Withdrawals of tenders of shares may not be rescinded, and any shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the offer. Withdrawn shares may be retendered at any time prior to the expiration date by again following one of the procedures described in Section 2 of this Offer to Purchase, “Procedure for Tendering Shares.”

We will decide, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of shares by any stockholder, whether or not we waive similar defects or irregularities in the case of any other stockholder. None of us, the depositary, the information agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

SECTION 4. ACCEPTANCE FOR PAYMENT AND PAYMENT

On the terms of and subject to the conditions to the offer, including, if we extend or amend the offer, the terms and conditions of any such extension or amendment, we will accept for payment, and will pay promptly after the expiration date for, all shares validly tendered prior to the expiration date and not properly withdrawn in accordance with Section 3 of this Offer to Purchase, “Withdrawal Rights,” up to a maximum of 40,000,000 shares. We will decide, in our reasonable discretion, all questions as to the satisfaction of those terms and conditions, and each such decision will be final and binding. See Sections 1 and 13 of this Offer to Purchase, “Terms of the Offer; Proration” and “Conditions to the Offer.” We expressly reserve the right, in our sole discretion, to delay acceptance for payment of or payment for shares until satisfaction of all conditions to the offer relating to governmental or regulatory approvals. We will effect any such delays in compliance with Exchange Act Rule 14e-1(c), which relates to the obligation of a bidder to pay for or return tendered securities promptly after the termination or withdrawal of its offer.

In all cases, we will accept for payment and pay for shares accepted under the offer only after timely receipt by the depositary of:

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• certificates representing, or a timely book-entry confirmation respecting, those shares;

• a letter of transmittal, or a facsimile thereof, properly completed and executed with any required signatures thereon or, in the case of a book-entry transfer, an agent’s message; and

• any other documents the letter of transmittal requires.

Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations respecting shares are actually received by the depositary.

For purposes of the offer, we will be deemed to have accepted for payment, and thereby purchased, shares properly tendered to us and not withdrawn, if and when we give oral or written notice to the depositary of our acceptance for payment of those shares. On the terms of and subject to the conditions to the offer, we will pay for shares we have accepted for payment under the offer by depositing the purchase price therefor with the depositary. The depositary will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to tendering stockholders whose shares we have accepted for payment.

UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR THOSE SHARES. If we are delayed in our acceptance for payment of, or payment for, shares or we are unable to accept for payment, or pay for, shares under the offer for any reason, then, without prejudice to our rights under the offer, but subject to our compliance with Exchange Act Rule 14e-1(c), the depositary nevertheless may retain tendered shares on our behalf and those shares may not be withdrawn except to the extent tendering stockholders are entitled to exercise, and duly exercise, the withdrawal rights described in Section 3 of this Offer to Purchase, “Withdrawal Rights.”

If we do not purchase any tendered shares under the offer for any reason, then, promptly following the expiration or termination of the offer and at no expense to tendering stockholders:

• the depositary will return certificates it has received respecting tendered shares to the person who delivered those certificates to the depositary; and

• in the case of tendered shares delivered by book-entry transfer into the depositary’s account at the book-entry transfer facility in accordance with the procedures described in Section 2 of this Offer to Purchase, “Procedure for Tendering Shares,” those shares will be credited to the account at the book-entry transfer facility from which that transfer had been previously made.

SECTION 5. U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes the material U.S. federal income tax consequences to certain Wendy’s/Arby’s stockholders who participate in the offer. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, all as in effect as of the date of this Offer to Purchase. Any of these authorities could change, possibly retroactively, and any such change could affect the continuing validity of this discussion.

This discussion is limited to certain Wendy’s/Arby’s stockholders who hold shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a holder in light of the holder’s particular circumstances, including holders that (i) received shares on the exercise of employee stock options or otherwise as compensation, (ii) are subject to special tax treatment under the Code, such as non-U.S. persons, partnerships (or entities treated as partnerships for U.S. federal income tax purposes), persons subject to the alternative minimum tax, persons who have a functional currency other than the U.S. dollar, insurance companies, tax-exempt organizations, employee benefit plans, financial institutions, and brokers, dealers or traders in securities, commodities or foreign currencies, or (iii) hold shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment.

This discussion is not a complete analysis of all potential U.S. federal income tax consequences of the offer to participating stockholders, nor does it address any tax consequences arising under U.S. federal estate or gift tax laws or any state, local or foreign tax laws. If you are considering participating

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in the offer, you should consult your own tax advisor regarding the application of U.S. federal income tax laws, as well as the application of any state, local or foreign tax laws, to your particular situation.

Taxable Transaction. In general, your receipt of cash for shares tendered in the offer will be a taxable transaction, and you will recognize capital gain or loss equal to the difference between the amount of cash you receive in the offer and your adjusted tax basis in the shares tendered. Such capital gain or loss will be long-term capital gain or loss if your holding period for the tendered shares exceeds one year as of the date of sale. Gain or loss will be calculated separately for each block of shares tendered in the offer. In the case of a tendering noncorporate stockholder, long-term capital gain generally will be eligible for reduced U.S. federal income tax rates. The ability to use capital losses to offset ordinary income is limited.

Backup Withholding. In general, some tendering stockholders may be subject to backup withholding at a 28% rate on cash payments received under the offer, unless certain information is provided to the depositary or an exemption applies. See Section 2 of this Offer to Purchase, “Procedure for Tendering Shares.”

THE SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS BASED ON THE LAW IN EFFECT ON THE DATE OF THIS OFFER TO PURCHASE. WE URGE YOU TO CONSULT YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES OF THE OFFER TO YOU, INCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF ANY CHANGES IN U.S. FEDERAL OR OTHER APPLICABLE TAX LAWS.

SECTION 6. PRICE RANGE OF THE SHARES

Wendy’s/Arby’s lists its common stock on the New York Stock Exchange under the trading symbol “WEN”. The following table sets forth the high and low sale prices of the shares for each quarter, as reported on the New York Stock Exchange (such shares were listed on the New York Stock Exchange under the symbol “TRY” and “TRY.B” until the close of business on September 29, 2008), based on published financial sources for the last two years.

	Triarc Class A Common Stock						Triarc Class B Common Stock
	High			Low			High				Low
Fiscal year ended December 31, 2006
First Quarter		$	18.50		$	16.44		$	17.48			$	14.80
Second Quarter			18.70			15.60			17.84				14.55
Third Quarter			17.70			14.35			16.50				12.86
Fourth Quarter			22.42			16.28			20.56				14.50
Fiscal year ended December 30, 2007
First Quarter			21.99			18.13			20.55				16.65
Second Quarter			19.74			15.64			18.99				15.25
Third Quarter			16.22			12.17			16.90				11.38
Fourth Quarter			14.50			7.89			15.00				7.82
Fiscal year ending December 31, 2008
First Quarter			9.82			6.47			10.11				6.76
Second Quarter			7.35			5.88			7.91				5.90
Third Quarter			6.64			4.75			7.06	(1)		$	4.72	(1)
Fourth Quarter (through November 5, 2008)			6.90			2.63			—				—

(1) Pursuant to the merger between Wendy’s International, Inc. and Wendy’s/Arby’s (then known as Triarc Companies, Inc.), which was consummated on September 29, 2008, all shares of Class B Common Stock of Wendy’s/Arby’s outstanding at the effective time of the merger were converted into Class A Common Stock of Wendy’s/Arby’s and the last day that the Class B Common Stock of Wendy’s/Arby’s was traded on the New York Stock Exchange was the close of business on September 29, 2008.

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On November 5, 2008, which was the last full trading day before our commencement of the offer, the last reported sales price of the shares reported by the New York Stock Exchange was $3.29 per share. We urge stockholders to obtain a current market price for the shares.

SECTION 7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES

If we purchase the maximum number of shares in the offer, following consummation of the offer we and our affiliates, including Messrs. Peltz, May and Garden, will own, in the aggregate, approximately 19.6% of the outstanding shares. Although our purchase of shares under the offer may reduce the total number of stockholders, we do not believe our purchase will have a material adverse effect on the liquidity or value of the shares.

SECTION 8. INFORMATION CONCERNING WENDY’S/ARBY’S

General. Wendy’s/Arby’s is a Delaware corporation. Wendy’s/Arby’s principal executive offices are located at 1115 Perimeter Center West, Atlanta, GA, 30338 and its telephone number at such address is (678) 514-4100.

Available Information. Wendy’s/Arby’s is subject to the informational requirements of the Exchange Act and, in accordance therewith, is required to file reports relating to its business, financial condition and other matters. Wendy’s/Arby’s must disclose in its proxy statements distributed to Wendy’s/Arby’s stockholders and filed with the Securities and Exchange Commission information as of particular dates concerning its directors and officers, their remuneration, stock options and other matters, the principal holders of its securities and any material interest of those persons in transactions with Wendy’s/Arby’s. That information is available for inspection at the public reference facilities of the Securities and Exchange Commission at Station Place, 100 F Street N.E., Washington, DC 20549. You can obtain copies of that information by mail, upon payment of the Securities and Exchange Commission’s customary charges, by writing to the Securities and Exchange Commission’s principal office at Station Place, 100 F Street, N.E., Washington, DC 20549. The Securities and Exchange Commission also maintains a web site, http://www.sec.gov, that contains reports, proxy statements and other information regarding registrants that file electronically with it.

Except as otherwise stated herein, the information concerning Wendy’s/Arby’s contained herein has been taken from or based on publicly available documents on file with the Securities and Exchange Commission and other publicly available information. Although we do not have any knowledge that any such information is untrue, we take no responsibility for the accuracy or completeness of that information or for any failure by Wendy’s/Arby’s to disclose events that may have occurred and may affect the significance or accuracy of any such information but that are unknown to us.

SECTION 9. INFORMATION CONCERNING THE PURCHASER AND ITS AFFILIATES

General. Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. are investment funds affiliated with Trian Fund Management, L.P., an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden. The principal business addresses, jurisdictions of organization and principal telephone numbers of the Purchaser are set forth on Appendix A and are incorporated herein by reference.

Affiliation. Nelson Peltz, non-executive Chairman of Wendy’s/Arby’s, Peter W. May, non-executive Vice Chairman of Wendy’s/Arby’s, and Edward P. Garden, a Director of Wendy’s/Arby’s, hold all of the membership interests in the general partners of the Purchaser and thus control the Purchaser and each of the funds listed on Appendix A (the entities listed on Appendix A are collectively referred to as the “Trian Funds”). As such, Nelson Peltz, Peter W. May, Edward P. Garden and the Trian Funds may be deemed to be affiliates of Wendy’s/Arby’s.

Group Members. By virtue of the relationships set forth in the subsequent paragraph entitled “Beneficial Ownership,” with respect to its interest in Wendy’s/Arby’s, Purchaser may be deemed to be a member of a group with each of the persons listed on Appendix A and Appendix B.

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Each of the Trian Fund’s principal business, state of organization, business address and business telephone number are set forth on Appendix A attached hereto and is incorporated herein by reference.

Mr. Peltz’s, Mr. May’s and Mr. Garden’s current principal occupation or employment is set forth on Appendix B attached hereto and is incorporated by reference herein. Also set forth on Appendix B and incorporated by reference herein are Mr. Peltz’s, Mr. May’s and Mr. Garden’s material occupations, positions, offices or employments during the past five years, including the principal business and address of any business corporation or other organization in which such occupation, position, office or employment was carried on.

During the last five years, to the best knowledge of Mr. Peltz, Mr. May, Mr. Garden and the Trian Funds, none of Mr. Peltz, Mr. May, Mr. Garden or the Trian Funds (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, Federal or state securities laws, or a finding of violations of such laws.

Structure of the Trian Funds. Trian Partners General Partner, LLC is the general partner of Trian Partners GP, L.P., which is the general partner of Trian Partners, L.P. and Trian Partners Master Fund, L.P. Trian Partners Parallel Fund I General Partner, LLC is the general partner of Trian Partners Parallel Fund I, L.P. Trian Partners Parallel Fund II General Partner, LLC is the general partner of Trian Partners Parallel Fund II GP, L.P., which is the general partner of Trian Partners Parallel Fund II, L.P. Trian Fund Management GP, LLC is the general partner of Trian Fund Management, L.P., which is the management company for each of the Trian Funds. Each of Trian Fund Management GP, LLC, Trian Partners General Partner, LLC, Trian Partners Parallel Fund I General Partner, LLC and Trian Partners Parallel Fund II General Partner, LLC are owned and controlled by Mr. Peltz, Mr. May and Mr. Garden, who therefore are in a position to determine the investment and voting decisions made by each member of the group.

Beneficial Ownership. The Trian principals and the Trian Funds beneficially own, in the aggregate, 52,059,387 shares, which represents approximately 11.1% of the outstanding shares, based on 469,769,742 shares of Class A Common stock outstanding as of October 31, 2008, as reported in the Wendy’s/Arby’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008.

Mr. Peltz directly owns and has the sole power to dispose of and the shared power to vote 15,901,582 shares. Mr. May directly owns and has the sole power to dispose of and the shared power to vote 8,220,114 shares. Mr. Garden directly owns and has the sole power to dispose of and vote 196,425 shares.

The Peltz L.P. is the beneficial owner of 70,650 shares. The general partner of the Peltz L.P. is a limited liability company of which Claudia Peltz, Mr. Peltz’s wife, is the sole member. In addition, Mr. Peltz’s minor children are the beneficial owners of 600 shares. Mr. Peltz may be deemed to beneficially own the shares owned by the Peltz L.P. and his minor children. Mr. Peltz disclaims beneficial ownership of such shares.

The Peltz Family Foundation is the beneficial owner of 238,915 shares. Mr. and Mrs. Peltz, one of their adult children and an unrelated person serve as the trustees of the Peltz Family Foundation. Mr. Peltz disclaims beneficial ownership of such shares.

The May Family Foundation is the beneficial owner of 203,350 shares. Mr. and Mrs. May and their two adult children serve as the directors of the May Family Foundation. Mr. May may be deemed to beneficially own the shares owned by the May Family Foundation. Mr. May disclaims beneficial ownership of such shares.

Pursuant to the Voting Agreement (described in Section 10—“Relationships, Agreements and Transactions With Wendy’s/Arby’s”), Mr. Peltz may also be deemed to share voting power (but has no dispositive power) with respect to 8,220,114 shares beneficially owned by Mr. May (excluding shares beneficially owned by the May Family Foundation), and Mr. May may also be deemed to share voting power (but has no dispositive power) with respect to 15,901,582 shares beneficially owned by Mr. Peltz (excluding shares beneficially owned by the Peltz L.P., Mr. Peltz’s minor children and the Peltz Family

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Foundation). Accordingly, Mr. Peltz may be deemed to beneficially own such shares beneficially owned by Mr. May, and Mr. May may be deemed to beneficially own such shares beneficially owned by Mr. Peltz.

Trian Partners, L.P. directly and beneficially owns 6,430,910 shares, representing approximately 1.37% of the outstanding shares, Trian Partners Master Fund, L.P. directly and beneficially owns 20,064,053 shares, representing approximately 4.27% of the outstanding shares, Trian Partners Parallel Fund I, L.P. directly and beneficially owns 576,776 shares, representing approximately 0.12% of the outstanding shares, Trian Partners Parallel Fund II, L.P. directly and beneficially owns 130,691 shares, representing approximately 0.03% of the outstanding shares and Trian Partners GP, L.P. directly and beneficially owns 25,321 shares, representing approximately 0.01% of the outstanding shares (total beneficial ownership percentage is set forth below).

Mr. Peltz, Mr. May and Mr. Garden, by virtue of their relationships to Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P. and Trian Partners GP, L.P., may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own the shares owned by such entities. Mr. Peltz, Mr. May and Mr. Garden disclaim beneficial ownership of such shares.

As a result, Mr. Peltz may be deemed to beneficially own an aggregate of 51,659,612 shares (including shares beneficially owned by Mr. May, the Peltz L.P., Mr. Peltz’s minor children, the Peltz Family Foundation, Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P. and Trian Partners GP, L.P., but excluding shares beneficially owned by the May Family Foundation), representing approximately 11.00% of the outstanding shares.

Mr. May may be deemed to beneficially own an aggregate of 51,552,797 shares (including shares beneficially owned by the May Family Foundation, Mr. Peltz, Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P. and Trian Partners GP, L.P., but excluding shares beneficially owned by the Peltz L.P., Mr. Peltz’s minor children and the Peltz Family Foundation), representing approximately 10.97% of the outstanding shares.

Mr. Garden may be deemed to beneficially own an aggregate of 27,424,176 shares (including shares beneficially owned by Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P. and Trian Partners GP, L.P.), representing approximately 5.84% of the outstanding shares.

Trian Fund Management, L.P., by virtue of its relationship to Trian Partners Master Fund, L.P., Trian Partners, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P., may be deemed to beneficially own 27,227,751 shares, which represents 5.80% of the outstanding shares. Trian Fund Management GP, LLC, by virtue of its relationship to Trian Fund Management, L.P., may be deemed to beneficially own 27,227,751 shares, which represents 5.80% of the outstanding shares. Trian Partners GP, L.P., by virtue of its direct ownership of 25,321 shares and its relationship to Trian Partners, L.P and Trian Partners Master Fund, L.P., may be deemed to beneficially own 27,227,751 shares (including the shares that are directly owned by Trian Partners GP, L.P.), which represents 5.80% of the outstanding shares. Trian Partners General Partner, LLC, by virtue of its relationship to Trian Partners GP, L.P., may be deemed to beneficially own 27,227,751 shares, which represents 5.80% of the outstanding shares. Trian Partners Parallel Fund I General Partner, LLC, by virtue of its relationship to Trian Partners Parallel Fund I, L.P., may be deemed to beneficially own 576,776 shares, which represents 0.12% of the outstanding shares. Trian Partners Parallel Fund II GP, L.P., by virtue of its relationship to Trian Partners Parallel Fund II, L.P., may be deemed to beneficially own 130,691 shares, which represents 0.03% of the outstanding shares. Trian Partners Parallel Fund II General Partner, LLC, by virtue of its relationship to Trian Partners Parallel Fund II, GP, L.P., may be deemed to beneficially own 130,691 shares, which represents 0.03% of the outstanding shares.

The number of shares beneficially owned by the Trian Funds and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Exchange Act.

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Purchases of Shares. This offer is being made to all holders of outstanding shares. To the extent that any officer, director or affiliate of Wendy’s/Arby’s is a holder of such shares and validly tenders such shares pursuant to this offer, we plan to purchase their shares upon the terms and subject to the conditions set forth in this Offer to Purchase.

Acquisition of Shares Pursuant to the Wendy’s/Arby’s Merger

Upon consummation of the merger between Wendy’s International, Inc., which we refer to as Wendy’s, and Triarc Companies, Inc., which we refer to as Triarc, the shares of Wendy’s that were directly owned by Trian Partners GP, L.P., Trian Partners Master Fund, L.P., Trian Partners, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. prior to the effective time of the merger were converted into shares of Class A Common Stock of Wendy’s/Arby’s at an exchange rate of 4.25 shares of Wendy’s/Arby’s Class A Common Stock for each share of Wendy’s Common Stock. As a result of the merger, Trian Partners GP, L.P., Trian Partners Master Fund, L.P., Trian Partners, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. acquired 25,321, 16,946,215, 5,431,589, 576,776, and 130,691 shares, respectively.

Upon consummation of the merger between Wendy’s and Triarc, each outstanding share of Class B Common Stock of Wendy’s/Arby’s was converted into one (1) share of Class A Common Stock of Wendy’s/Arby’s. Pursuant to this conversion, Mr. Peltz, Mr. May and Mr. Garden acquired 8,918,689, 4,612,945 and 194,370 shares of Class A Common Stock of Wendy’s/Arby’s, respectively. In addition, pursuant to this conversion Trian Partners, L.P., Trian Master Fund, L.P., the Peltz L.P., the Peltz Family Foundation, Mr. Peltz’s minor children, and the May Family Foundation acquired 651,988, 2,034,171, 47,100, 238,915, 400 and 75,550 shares of Class A Common Stock of Wendy’s/Arby’s, respectively.

Other Acquisitions of Shares

Other than shares acquired pursuant to the merger between Wendy’s and Triarc and the conversion of Triarc’s Class B Common Stock into shares of Class A Common Stock as described above, the table included in Appendix C sets forth transactions in shares of Wendy’s International, Inc. (prior to consummation of the merger), Triarc Companies, Inc. (prior to consummation of the merger) and Wendy’s/Arby’s Group, Inc. (following consummation of the merger) by Nelson Peltz, Peter W. May, Edward P. Garden and the Trian Funds during the past 60 days. Appendix C, which is attached hereto and is incorporated herein by reference, provides the identity of the person or entity who effected each transaction, the date of each transaction, the amount of securities involved in each transaction and the price paid per share in connection with each transaction.

Except as set forth in this Section 9—“Information Concerning the Purchaser and its Affiliates” and in Appendix C, none of Mr. Peltz, Mr. May, Mr. Garden or the Trian Funds has during the past 60 days effected any transaction in any equity securities of Wendy’s/Arby’s.

SECTION 10. RELATIONSHIPS, AGREEMENTS AND TRANSACTIONS WITH WENDY’S/ARBY’S

Agreements With Respect to Securities of Wendy’s/Arby’s

Bank of America Loans

As of January 18, 1996 and as subsequently amended, Mr. Peltz and Mr. May, in their individual capacity, each entered into agreements to receive separate revolving demand loans from Bank of America, N.A., formerly known as NationsBank, N.A. In connection with these loans, Mr. Peltz and Mr. May each entered into separate Pledge and Security Agreements, pursuant to which the loans were secured by shares of Wendy’s/Arby’s. Bank of America, N.A. is an affiliate of the dealer manager, Banc of America Securities LLC.

Voting Agreement

Mr. Peltz and Mr. May entered into a Voting Agreement, dated as of July 23, 2004, pursuant to which they each agreed that, at any stockholders meeting of Wendy’s/Arby’s (or written consent in lieu

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thereof), Mr. Peltz and Mr. May (and any of their family members or affiliates to whom they have transferred any shares) would not vote any shares beneficially owned or acquired in the future by them without the prior approval of the other. Both Mr. Peltz and Mr. May may sell, give, assign or otherwise dispose of (whether by operation of law or otherwise) any and all shares to non-affiliates free and clear of the rights and obligations of the Voting Agreement. The Voting Agreement will be terminated on the date either Mr. Peltz or Mr. May determines and notifies the other in writing or upon the date of the death of either Mr. Peltz or Mr. May.

Agreements and Relationships With Respect to Employment

Nelson Peltz

Mr. Peltz served as Chairman and CEO of Triarc Companies, Inc. (predecessor to Wendy’s/Arby’s) from April 23, 1993 until his resignation effective as of June 29, 2007 and currently serves as the non-executive Chairman of Wendy’s/Arby’s. According to Triarc Companies, Inc.’s Proxy Statement filed with the Securities and Exchange Commission on Form S-4/A on August 15, 2008, Mr. Peltz received total compensation from Triarc Companies of $16,396,326 in 2006 and $74,466,905 in 2007. The amounts paid in 2007 to Mr. Peltz included $45,165,589 pursuant to a contract settlement between Mr. Peltz and Triarc Companies, Inc. in connection with Triarc Companies, Inc.’s 2007 corporate restructuring and $24,271,781 from prior deferred compensation arrangements.

Peter W. May

Mr. May served as President and COO of Triarc Companies, Inc. (predecessor to Wendy’s/Arby’s) from April 23, 1993 until his resignation effective as of June 29, 2007 and currently serves as non-executive Vice Chairman of Wendy’s/Arby’s. According to Triarc Companies, Inc.’s Proxy Statement filed with the Securities and Exchange Commission on Form S-4/A on August 15, 2008, Mr. Peltz received total compensation from Triarc Companies of $7,945,266 in 2006 and $37,300,278 in 2007. The amounts paid in 2007 to Mr. May included $22,585,685 pursuant to a contract settlement between Mr. May and Triarc Companies, Inc. in connection with Triarc Companies, Inc.’s 2007 corporate restructuring and $12,135,304 from prior deferred compensation arrangements.

Edward P. Garden

Mr. Garden served as Vice Chairman of Triarc Companies, Inc. (predecessor to Wendy’s/Arby’s) from July 1, 2003 until the termination of his employment effective June 29, 2007. According to Triarc Companies, Inc.’s Proxy Statement filed with the Securities and Exchange Commission on April 30, 2007, Mr. Garden received total compensation from Triarc Companies, Inc. of $3,880,566 in 2006. Mr. Garden received total compensation from Triarc Companies, Inc. of $2,534,578 in 2007.

SECTION 11. SOURCE AND AMOUNT OF FUNDS

If we purchase 40,000,000 shares pursuant to the offer at $4.15 per share, our aggregate cost will be $166 million, not including fees and expenses, which are estimated to be approximately $1 million. We will obtain such funds from our existing cash and cash equivalents and/or margin borrowings and our ability to realize cash upon sale of liquid securities. The offer is not conditioned on any financing arrangements. See Introduction and Section 1 of this Offer to Purchase, “Terms of the Offer; Proration.”

Our margin borrowings bear interest at the federal funds rate plus 45 basis points and are due on demand and are secured by the securities in our account. We have no present plans or arrangements as to the source of refinancing or repayment of any borrowings made from our accounts.

SECTION 12. BACKGROUND AND PURPOSE OF THE OFFER; PLANS; USE OF SECURITIES

Background and Purpose.

From December 2005 until consummation of the merger between Wendy’s and Triarc on September 29, 2008 the Trian principals and the Trian Funds were the beneficial owners of more than 5% of the outstanding common stock of Wendy’s. On several occasions during this period, the Trian

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Funds shared with Wendy’s their views regarding certain strategic alternatives that they believed Wendy’s should consider.

On March 2, 2006, the Trian principals and the Trian Funds entered into an agreement with Wendy’s pursuant to which Wendy’s agreed to use its reasonable best efforts to take certain strategic actions recommended by the Trian Funds and to appoint three members to its Board of Directors who were nominated by the Trian Funds. As part of this agreement, the Trian principals and the Trian Funds agreed to a standstill provision that terminated on June 30, 2007.

During the period between July 3, 2007 and April 23, 2008, the Trian Funds, Triarc and Wendy’s engaged in discussions relating to a potential business combination involving Wendy’s and Triarc, the owner of Arby’s Restaurant Group, Inc., the franchisor of the Arby’s^® restaurant system.

On April 23, 2008, Triarc and Wendy’s entered into an Agreement and Plan of Merger pursuant to which each outstanding share of Wendy’s common stock would be converted into 4.25 shares of Class A Common Stock of Triarc.

On September 16, 2008, the Trian Funds disclosed in an amended Schedule 13D filing their intention to increase their investment in Triarc and/or Wendy’s through the acquisition of additional shares of Triarc and/or Wendy’s common stock. During the period between September 16, 2008 and September 29, 2008, the Trian Funds acquired additional shares of common stock of Triarc and Wendy’s.

On September 29, 2008, the merger between Triarc and Wendy’s closed. Upon consummation of the merger, Triarc Companies, Inc. changed its name to Wendy’s/Arby’s Group, Inc.

Immediately following consummation of the merger between Wendy’s and Triarc, the Trian principals and the Trian Funds, in the aggregate, beneficially owned approximately 11.15% (based on the pro forma calculation of 466,914,000 shares of Class A Common Stock outstanding as of June 29, 2008, as reported in Triarc’s Form S-4/A, filed with the Securities and Exchange Commission on August 15, 2008). Since September 29, 2008, the Trian Funds have acquired additional shares in open market transactions and Mr. Peltz, Mr. May and Mr. Garden received shares in lieu of directors fees and options upon their reelection to the Wendy’s/Arby’s board, such that, as of November 5, 2008, the Trian principals and the Trian Funds, in the aggregate, beneficially owned approximately 11.08% of the outstanding shares, based on 469,769,742 shares of Class A Common Stock outstanding as of October 31, 2008, as reported in the Wendy’s/Arby’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008.

On October 24, 2008, at a meeting of the Board of Directors of Wendy’s/Arby’s, Mr. Peltz, on behalf of the Trian Funds, advised the Board of Directors of Wendy’s/Arby’s that consistent with indications given earlier that week to members of the Wendy’s/Arby’s board, the Trian Funds were considering the acquisition of additional shares through a tender offer. At the Board meeting on October 24, the Board, among other things, delegated authority to the Audit Committee (which is comprised of independent directors) to review and evaluate the terms and conditions of the offer and make a recommendation to the Board whether to approve the offer for purposes of Section 203 of the Delaware General Corporate Law (which we refer to as the DGCL) and what position Wendy’s/Arby’s should take in its Solicitation/Recommendation Statement on Schedule 14D-9.

On October 29, 2008, counsel for the Trian Funds indicated to counsel for the Audit Committee that we were considering making a tender offer for approximately $150 to $160 million at a premium of 30% to 33% assuming a current market price of approximately $3.00 per share of Wendy’s/Arby’s stock if the Wendy’s/Arby’s board approved the tender offer for purposes of Section 203 of the DGCL permitting the Trian Funds and their affiliates and associates to acquire up to an aggregate of 35% of the outstanding shares of Wendy’s/Arby’s through this offer and/or future acquisitions of Wendy’s/Arby’s shares. During this conversation, counsel for the Trian Funds said that the amount of shares targeted for purchase in and pricing for the tender offer would be confirmed when the Trian Funds made their determination as to whether to proceed with the tender offer.

On November 3, 2008, our counsel sent a non-binding preliminary term sheet to counsel for the Audit Committee. The term sheet set forth proposed terms for a tender offer to purchase up to 40,000,000 shares for a net price per share in cash of $4.15. Our counsel advised the Audit Committee’s

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counsel that we would be prepared to commence an offer on the terms set forth in the term sheet if (i) the Wendy’s/Arby’s board granted a waiver under Section 203 of the DGCL to allow the Trian Funds and their affiliates to acquire up to 35% of the outstanding shares through the tender offer and/or subsequent purchases of shares and (ii) the Wendy’s/Arby’s board agreed to recommend the tender offer to Wendy’s/Arby’s shareholders.

Also, on November 3, 2008, the Audit Committee’s counsel, having previously indicated to our counsel that the Audit Committee would expect the Trian Funds to enter into a standstill agreement with the Company in consideration for the granting of a waiver under Section 203 of the DGCL, sent our counsel a proposed form of standstill agreement which, among other things, would restrict the Trian Funds from taking certain actions with respect to Wendy’s/Arby’s shares, including actions involving the acquisition and disposition of such shares and solicitation of proxies and the submission of any takeover proposal. Through our counsel, we informed the Audit Committee that we did not believe such an agreement would be in the best interest of Wendy’s/Arby’s shareholders and that the limited waiver we requested under Section 203 of the DGCL would accomplish the objectives of the standstill agreement because Section 203 of the DGCL would impose sufficient restrictions on the Trian Funds if they were to acquire more than 35% of the outstanding Wendy’s/Arby’s shares. Additionally, we advised the Audit Committee that we would be prepared to enter into an agreement with the Company under which the Trian Funds and their affiliates would agree that for as long as Wendy’s/Arby’s is a publicly traded company (i) a majority of Wendy’s/Arby’s board would be comprised of directors who are independent under New York Stock Exchange regulations and (ii) the Audit Committee would be required to review and evaluate all related party transactions.

On November 4, 2008, the Audit Committee’s counsel sent our counsel a revised form of standstill agreement. Through our counsel, we informed the Audit Committee that we were unwilling to enter into the standstill agreement in the revised form because it still restricted the Trian Funds from taking certain actions with respect to Wendy’s/Arby’s shares, including the acquisition of such shares, the solicitation of proxies and the submission of any takeover proposal. Later in the day, the Audit Committee’s counsel informed us that the Audit Committee would require the Trian Funds to enter into a standstill arrangement substantially in the revised form previously provided in order for the Audit Committee to recommend that the Wendy’s/Arby’s board grant our request for a waiver under Section 203 of the DGCL. We responded that the proposed form of standstill agreement was not acceptable to us and indicated that we would be willing to amend our request such that the board would grant us a waiver under Section 203 of the DGCL to acquire up to 30% of the outstanding shares through the tender offer and/or subsequent acquisitions of shares. If the board granted this amended request for a waiver under Section 203 of the DGCL and agreed to recommend our tender offer to shareholders, we indicated that we would be prepared to commence the proposed tender offer for up to 40,000,000 shares at a price of $4.15 per share. However, if the board determined not to grant the waiver we requested under Section 203 of the DGCL and did not agree to recommend our tender offer to shareholders, we would be prepared to commence a tender offer for up to 40,000,000 shares at a price of $4.00 per share.

On November 5, 2008, following continued discussions between representatives of the Trian Funds and the Audit Committee and their respective counsel, the Trian Funds and Wendy’s/Arby’s entered into an agreement, which was unanimously recommended by the Audit Committee and approved by the independent members of the Wendy’s/Arby’s Board excluding the management director and one other director not present (with Messrs. Peltz, May and Garden not attending the Board meeting because of their interest in the matters being considered). Pursuant to the agreement, the Wendy’s/Arby’s independent directors agreed to (i) grant us a waiver under Section 203 of the DGCL to acquire up to 25% of the outstanding shares through the tender offer and/or subsequent acquisitions of shares and (ii) take a neutral position with respect to the offer in the Wendy’s/Arby’s Schedule 14D-9. The Trian Funds agreed that, so long as Wendy’s/Arby’s has a class of equity securities that is listed for trading on the New York Stock Exchange or any other national securities exchange, (a) the Trian Funds and any affiliate or associate of the Trian Funds will not participate in any proxy solicitation or submit any proposal, if the result of such solicitation or proposal would be to cause the Wendy’s/Arby’s board to be comprised of less than a majority of independent directors and (b) the Trian Funds and any affiliate or associate of the Trian Funds will not engage in any related party transaction with Wendy’s/Arby’s

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unless such transaction is approved by the Audit Committee of the Wendy’s/Arby’s Board of Directors or other committee that is comprised of independent directors. The Trian Funds also agreed that they would not amend the offer to reduce the price per share payable to tendering shareholders to less than $4.15 per share. The agreement will terminate upon the earlier to occur of (i) the Trian Funds ceasing to own in the aggregate 15% of the outstanding voting power of Wendy’s/Arby’s, (ii) the third anniversary of the date of the agreement and (iii) such time as any person other than the Trian Funds or any affiliate, associate of, or member of a Schedule 13D group with, the Trian Funds, makes an offer to purchase an amount of shares that when added to the number of shares already beneficially owned by such person and its affiliates and associates equals or exceeds 50% of the outstanding voting power of Wendy’s/Arby’s or all or substantially all of the assets of Wendy’s/Arby’s or solicits proxies with respect to a majority slate of directors. Additionally, if following consummation of the offer, the Trian Funds are not the owners of 15% of the outstanding shares (including existing shares owned prior to the offer), the entire agreement will become null and void ab initio and the waiver granted to the Trian Funds under Section 203 of the DGCL will no longer be in effect. The Trian Funds then determined to commence this offer for up to 40,000,000 shares at a price of $4.15 per share.

Purchaser is making this offer because the Trian Funds would like to increase their equity investment in Wendy’s/Arby’s through the acquisition of additional shares.

Plans. The Trian principals and Trian Funds intend to review their investment in Wendy’s/Arby’s on a continuing basis. Depending on various factors, including, without limitation, Wendy’s/Arby’s financial position, results and strategic direction, price levels of the common stock of Wendy’s/Arby’s, conditions in the securities and credit markets and general economic and industry conditions, the Trian principals and Trian Funds may take such actions with respect to their investment in Wendy’s/Arby’s as they deem appropriate. The Trian principals and Trian Funds currently intend to increase their investment in Wendy’s/Arby’s through the acquisition of additional common stock of Wendy’s/Arby’s subsequent to the expiration of the offer. Future acquisitions of common stock of Wendy’s/Arby’s will depend, among other things, on market and economic conditions, the Trian principals and Trian Funds’ overall investment strategies and capital availability and applicable regulatory and legal constraints, and there can be no assurance that the Trian principals and Trian Funds will acquire additional common stock of Wendy’s/Arby’s. Further, the Trian Funds and Trian principals may, from time to time, propose business strategies to Wendy’s/Arby’s. The Trian principals and Trian Funds reserve the right to change their current plans and intentions, which may include a decision not to acquire additional common stock of Wendy’s/Arby’s or to sell or distribute some or all of their Wendy’s/Arby’s common stock in the open market, in private transactions, or otherwise.

The Trian Funds and its affiliates do not have any current plans, proposals or negotiations that relate to or would result in: (1) any extraordinary transaction, such as a merger, reorganization or liquidation involving Wendy’s/Arby’s or any of its subsidiaries; (2) any purchase, sale or transfer of a material amount of assets of Wendy’s/Arby’s or any of its subsidiaries; (3) any material change in the present dividend rate or policy, or indebtedness or capitalization of Wendy’s/Arby’s; (4) any change in the present Board of Directors or management of Wendy’s/Arby’s including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) any other material change in Wendy’s/Arby’s corporate structure or business; (6) any class of equity securities of Wendy’s/Arby’s to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (7) any class of equity securities of Wendy’s/Arby’s becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; (8) the suspension of Wendy’s/Arby’s obligation to file reports under Section 15(d) of the Exchange Act; or (9) any changes in Wendy’s/Arby’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of Wendy’s/Arby’s.

SECTION 13. CONDITIONS TO THE OFFER

Notwithstanding any other provisions of the offer, and in addition to (and not in limitation of) Purchaser’s rights to extend and amend the offer at any time, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Securities and Exchange

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Commission, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered shares promptly after termination or withdrawal of the offer), pay for, and may delay or postpone the acceptance for payment of and accordingly the payment for, any tendered shares, and may amend or terminate the offer, if, at any time on or after November 6, 2008, and before the time of payment for any such shares (whether or not any shares have theretofore been accepted for payment pursuant to the offer), any of the following events shall occur or conditions shall exist:

(a) there shall be threatened or instituted or pending any action, proceeding, application or counterclaim by or before any court, government or governmental authority or agency or tribunal, domestic or foreign (1)(A) challenging or seeking to make illegal, to delay or otherwise directly or indirectly to restrain or prohibit the making of the offer, the acceptance for payment of, or payment for, some or all the shares by Purchaser, (B) seeking to obtain material damages in connection therewith or (C) otherwise directly or indirectly relating to the transactions contemplated by the offer, (2) seeking to impose or confirm limitations on the ability of Purchaser effectively to exercise full rights of ownership of the shares, including, without limitation, the right to vote any shares acquired by any such person on all matters properly presented to Wendy’s/Arby’s stockholders, (3) seeking to require divestiture by Purchaser of any shares, (4) seeking any material diminution in the benefits expected to be derived by Purchaser as a result of the transactions contemplated by the offer, (5) which otherwise directly or indirectly relates to the offer or which otherwise, in the reasonable judgment of Purchaser, might materially adversely affect Purchaser, Wendy’s/Arby’s or any of their respective affiliates or the value of the shares or (6) in the reasonable judgment of Purchaser, materially adversely affecting the business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, licenses, franchises, results of operations or prospects of Wendy’s/Arby’s or any of its subsidiaries;

(b) there shall be any action taken or any statute, rule, regulation, interpretation, judgment, order, decree or injunction proposed, enacted, enforced, promulgated, amended, issued or deemed applicable (1) to Purchaser or (2) to the offer, by any court, government or governmental, administrative or regulatory authority or agency, domestic or foreign, which, in the reasonable judgment of Purchaser, might directly or indirectly result in any of the consequences referred to in clauses (1) through (6) of paragraph (a) above;

(c) any change (or any condition, event or development involving a prospective change) shall have occurred or been threatened in the business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, licenses, franchises, results of operations or prospects of Wendy’s/Arby’s or any of its subsidiaries which, in the reasonable judgment of Purchaser, is or may be materially adverse to Purchaser or any of their respective affiliates or Wendy’s/Arby’s or to any of its subsidiaries, or Purchaser shall have become aware of any fact which, in the reasonable judgment of Purchaser, has or may have material adverse significance, with respect to either the value of Wendy’s/Arby’s or any of its subsidiaries or the value of the shares to Purchaser;

(d) there shall have occurred (1) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, for a period in excess of three hours (excluding suspensions or limitations resulting solely from physical damage or interference with any such exchange or market not related to market conditions), (2) a declaration of a banking moratorium or any suspension of payments in respect of banks by Federal or state authorities in the United States, (3) any limitation (whether or not mandatory) by any governmental authority or agency on, or other event which, in the reasonable judgment of Purchaser, might materially adversely affect the extension of credit by banks or other lending institutions, (4) commencement or escalation of a war, armed hostilities or the occurrence of any other national or international calamity directly or indirectly involving the United States or any attack on, or outbreak or act of terrorism involving, the United States, (5) a material change in the United States dollar or any other currency exchange rates or a suspension of, or limitation on, the markets therefor, (6) any change in the general political, market, economic or financial conditions in the United States or other jurisdictions in which Wendy’s/Arby’s or its subsidiaries do business that could, in the reasonable judgment of Purchaser, have a material adverse effect on the business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or

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otherwise), operations, licenses, franchises, results of operations or prospects of Wendy’s/Arby’s or any of its subsidiaries or the trading in, or value of, the shares, (7) any decline in either the Dow Jones Industrial Average, or the Standard & Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 10% measured from the close of business on November 5, 2008 or any material adverse change in the market price in the shares, (8) a 10% decrease, measured from the close of trading on November 5, 2008 (the last trading day prior to the commencement of the offer), in the market price for the shares or in the general level of market prices for equity securities in the United States (9) a 10% change in United States or any other currency exchange rates or a suspension of or limitation on the markets therefor or (10) in the case of any of the foregoing existing on November 5, 2008, a material acceleration or worsening thereof;

(e) we become aware (1) that any material contractual right of Wendy’s/Arby’s or any of its subsidiaries has been or will be impaired or otherwise adversely affected or that any material amount of indebtedness of Wendy’s/Arby’s or any of its subsidiaries has been or will be accelerated or has otherwise become or will become due or become subject to acceleration prior to its stated due date, or, in each case, would reasonably be expected to occur, in each case, with or without notice or the lapse of time or both, as a result of or in connection with the offer or (2) of any covenant, term or condition in any instrument or agreement of Wendy’s/Arby’s or any of its subsidiaries that, in our reasonable judgment, has or may have material adverse significance with respect to either the value of Wendy’s/Arby’s or any of its subsidiaries or affiliates or the value of the shares to the Purchaser (including, without limitation, any event of default that may ensue as a result of or in connection with the offer or the acceptance for payment of or payment for some or all of the shares by the Purchaser);

(f) Wendy’s/Arby’s or any of its subsidiaries shall have (1) split, combined or otherwise changed, or authorized or proposed the split, combination or other change, of the shares or its capitalization, (2) acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, any presently outstanding shares or other securities or other equity interests, (3) issued, distributed or sold, or authorized or proposed the issuance, distribution or sale of, additional shares, other than shares issued or sold upon the exercise or conversion (in accordance with the publicly disclosed terms thereof on the date of this Offer to Purchase) of director or employee stock options outstanding on the date of this Offer to Purchase, or issued, distributed or sold, or authorized or proposed the issuance, distribution or sale, of shares of any other class of capital stock or other equity interests, other voting securities, debt securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, (4) altered or proposed to alter any material term of any outstanding security or material contract, permit or license, (5) incurred any debt otherwise than in the ordinary course of business consistent with past practice or any debt containing, in the reasonable judgment of the Purchaser, burdensome covenants or security provisions, (6) authorized, recommended, proposed or entered into an agreement with respect to any merger, consolidation, recapitalization, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, release or relinquishment of any material contractual or other right of Wendy’s/Arby’s or any of its subsidiaries or any comparable event not in the ordinary course of business, (7) authorized, recommended, proposed or entered into, or announced its intention to authorize, recommend, propose or enter into, any agreement or arrangement with any person or group that, in the Purchaser’s reasonable judgment, could adversely affect either the value of Wendy’s/Arby’s or any of its subsidiaries or the value of the shares to the Purchaser, (8) acquired, or authorized, recommended or proposed to acquire, any business or assets material to Wendy’s/Arby’s or any of its affiliates (except purchases of inventory in the ordinary course of business consistent with past practice), (9) declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of Wendy’s/Arby’s other than regular quarterly dividends in amounts no greater than the amounts historically paid, or (10) amended or authorized or proposed any amendment to their respective certificate of incorporation or bylaws or similar organizational documents, or the Purchaser shall become aware that Wendy’s/Arby’s or any of its subsidiaries shall have proposed or adopted any such amendment which has not been

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previously disclosed in publicly available documents on file with the Securities and Exchange Commission;

(g) a tender or exchange offer for any shares shall be made or publicly proposed to be made by any other person other than the Purchaser (including, without limitation, Wendy’s/Arby’s or any of its subsidiaries or any other affiliates) or it shall be publicly disclosed or the Purchaser shall otherwise learn that (1) any person, entity (including, without limitation, Wendy’s/Arby’s or any of its subsidiaries or affiliates) or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) other than the Purchaser shall have acquired or proposed to acquire beneficial ownership of more than 5% of any class or series of capital stock of Wendy’s/Arby’s (including, without limitation, the shares) through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any right, option or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of Wendy’s/Arby’s (including, without limitation, the shares) other than acquisitions for bona fide arbitrage purposes only and except as disclosed in a Schedule 13D or Schedule 13G on file with the Securities and Exchange Commission on, (2) any such person, entity or group, which before had filed such a Schedule with the Securities and Exchange Commission has acquired or proposes to acquire, through the acquisition of stock, the formation of a group or otherwise, beneficial ownership of an additional 1% or more of any class or series of capital stock of Wendy’s/Arby’s (including, without limitation, the shares), or shall have been granted any right, option or warrant, conditional or otherwise, to acquire beneficial ownership of an additional 1% or more of any class or series of capital stock of Wendy’s/Arby’s (including, without limitation, the shares), (3) any person or group other than the Purchaser shall enter into a definitive agreement or an agreement in principle or make a proposal with respect to a tender offer or exchange offer or a merger, consolidation or other business combination with or involving Wendy’s/Arby’s or any of its subsidiaries, or (4) any person other than the Purchaser shall file a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act), or make a public announcement reflecting an intent to acquire Wendy‘s/Arby’s or any assets or securities of Wendy’s/Arby’s or any of its subsidiaries (other than purchases by customers of inventory in the ordinary course of business);

(h) any waiting periods under the HSR Act applicable to the purchase of the shares pursuant to the offer shall not have expired or been terminated, or any other approval, permit, authorization, consent or other action or non-action of any domestic, foreign or supranational governmental, administrative or regulatory agency, authority, tribunal or third party which is necessary to consummate the offer shall not have been obtained on terms satisfactory to the Purchaser;

(i) the Board of Directors of Wendy’s/Arby’s shall not have taken any action, such that, the provisions of Section 203 of the Delaware General Corporation Law would, upon consummation of the offer and any subsequent acquisition of shares by Purchaser or any of its affiliates or associates of up to an aggregate of 25% of the outstanding shares, prohibit or restrict any business combination, as defined therein, involving Wendy’s/Arby’s on the one hand and the Purchaser or its affiliates and associates on the other hand;

(j) the period during which the Ohio Division of Securities may suspend our offer pursuant to the Ohio Control Bid Law shall have expired, without the occurrence of any such suspension (or if a suspension shall have occurred, it shall no longer be continuing), or Purchaser shall be satisfied, in its reasonable discretion, that the Ohio Control Bid Law is invalid or inapplicable to the acquisition of the shares as described herein;

(k) legislation amending the Code has been passed by either the U.S. House of Representatives or the Senate or becomes pending before the U.S. House of Representatives or the Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the offer in any manner that would materially adversely affect us or any of our affiliates; or

(l) any approval, permit, authorization, favorable review or consent of any governmental, administrative or regulatory entity, agency or authority with jurisdiction over the offer, Purchaser

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or Wendy’s/Arby’s shall not have been obtained on terms satisfactory to us in our reasonable discretion.

All conditions to the offer must be satisfied or, other than those conditions dependent upon the receipt of governmental approvals, waived at the sole discretion of the Trian Funds and Trian principals, prior to the expiration of the offer, in each case, regardless of the circumstances giving rise to such condition (including any action or inaction by Wendy’s/Arby’s). The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any right prior to the expiration of the offer, the waiver of such right with respect to any particular facts or circumstances shall not be deemed a waiver with respect to any other facts or circumstances, and each right shall be deemed an ongoing right which may be asserted at any time and from time to time prior to the expiration of the offer. In the event that we become aware that a condition has failed, or will necessarily fail, prior to the expiration of the offer, we will promptly notify you, which notification may be made by a press release, whether we will waive such condition and proceed with the offer or terminate the offer. In the event that we waive any such condition, we will extend the expiration of the offer to the extent necessary for the offer to expire no earlier than five business days from the date of our announcement of such waiver.

SECTION 14. LEGAL MATTERS

Except as described in this Section 14, based on a review of publicly available filings Wendy’s/Arby’s has made with the Securities and Exchange Commission and other publicly available information concerning Wendy’s/Arby’s, we are not aware of any license or regulatory permit that appears to be material to the business of Wendy’s/Arby’s that might be adversely affected by our acquisition of shares as contemplated by the offer or of any approval or other action by any governmental entity that would be required or desirable for the acquisition or ownership of shares by us as contemplated by the offer. Should any approval or other action be required or desirable, we currently contemplate that we will seek or request Wendy’s/Arby’s to seek that approval or other action. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions. Should any such approval or other action not be obtained or be obtainable only subject to substantial conditions, we could decline to accept for payment or pay for any shares tendered. Stockholders tendering in the offer will not waive any rights that they may have under the federal securities laws. See Section 13 of this Offer to Purchase, “Conditions to the Offer.”

Antitrust. Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), the purchase of shares in the offer may not be consummated until the expiration of a 15-calendar day waiting period following the filing by us of a Notification and Report Form with the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) with respect to the offer, unless we receive a request for additional information or documentary material from the Antitrust Division or the FTC or unless early termination of the waiting period is granted. If, within such 15-day period, either the Antitrust Division or the FTC requests additional information or material from us concerning such offer, the waiting period will be extended and would expire at 11:59 p.m., New York City time, on the tenth calendar day after the date of substantial compliance by us with such request. The HSR Act authorizes only one extension of the waiting period pursuant to a request for additional information. Thereafter, such waiting period may be extended only by court order or with our consent. Expiration or termination of the applicable waiting periods under the HSR Act is a condition to our obligation to accept for payment and pay for shares tendered pursuant to the offer.

Ohio Control Bid Statute. Wendy’s/Arby’s may be considered a “subject company”, as defined in the Ohio Control Bid Statute, R.C. 1707.041-1707.043, which defines a “subject company” as one in which the issuer (i) has its principal place of business or its principal executive offices located in Ohio, or an issuer that owns or controls assets located within Ohio that has a fair market value of at least one million dollars, and (ii) more than 10% of its beneficial or record equity security holders are residents of Ohio. Based on information supplied by Wendy’s/Arby’s, Wendy’s/Arby’s may satisfy both of these requirements. Without admitting the Ohio Control Bid Statute is applicable, the Purchaser is filing Form 041, Filing of Information Pertaining to a Control Bid, with the Ohio Division of Securities

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concurrently with filing of the Schedule TO with the Securities and Exchange Commission. The Ohio Division of Securities will have five days to complete its review of the filing and to notify the Purchaser in the event that it determines that the filing contained any deficiencies or if additional information is required. If the Ohio Division of Securities does not contact the Purchaser within that five day period, then Ohio’s possible jurisdiction with regard to the offer lapses.

Other State Takeover Laws. Other than Section 203 of the Delaware General Corporation Law and the Ohio Control Bid Statute, R.C. 1707.041-1707.043, Purchaser is not aware of any fair price, moratorium, control share acquisition or other form of antitakeover statute, rule or regulation of any state or jurisdiction that applies or purports to apply to the offer. Except as described in this Offer to Purchase, Purchaser has not attempted to comply with any state takeover statute or regulation in connection with the offer. Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the offer and nothing in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of that right. In the event that any state takeover statute is found applicable to the offer, Purchaser might be unable to accept for payment or pay for shares tendered pursuant to the offer or be delayed in continuing or consummating the offer. In such case, the Purchaser may not be obligated to accept for payment or pay for any shares tendered.

SECTION 15. FEES AND EXPENSES

Banc of America Securities LLC is acting as dealer manager for the offer and in addition is providing certain services to Purchaser and the Trian Funds in connection with the offer, for which services Banc of America Securities LLC will receive customary compensation, a portion of which is contingent upon consummation of the offer. Purchaser has agreed to indemnify Banc of America Securities LLC, its affiliates and certain related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement. In the ordinary course of business, Banc of America Securities LLC and its affiliates may actively trade or hold the securities or loans of Wendy’s/Arby’s for their own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities or loans.

We have retained Innisfree M&A Incorporated to act as the information agent and American Stock Transfer & Trust Company, LLC to serve as the depositary in connection with the offer. The information agent and the depositary each will receive reasonable and customary compensation for their services, be reimbursed for certain reasonable out-of-pocket expenses and be indemnified against various liabilities and expenses in connection therewith, including various liabilities and expenses under the federal securities laws. The information agent may contact Wendy’s/Arby’s stockholders by mail, facsimile or personal interviews and may request banks, brokers, dealers, trust companies and other nominee stockholders to forward materials relating to the offer to beneficial owners of the shares.

We will not pay any fees or commissions to any broker or dealer or other person, other than the depositary and the information agent, in connection with the solicitation of tenders of shares under the offer. We will reimburse banks, brokers, dealers, trust companies and other nominees on their request for customary mailing and handling expenses they incur in forwarding material to their customers. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the information agent or the depositary for the purposes of the offer.

SECTION 16. DIVIDENDS AND DISTRIBUTIONS

If, on or after November 5, 2008, Wendy’s/Arby’s should (a) split, combine or otherwise change the shares or its capitalization, (b) acquire or otherwise cause a reduction in the number of outstanding shares or other securities or (c) issue or sell additional shares, shares of any other class of capital stock, other voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, then, subject to the provisions of Section 13 of this Offer to Purchase, “Conditions to the Offer,” we, in our sole discretion, may make such adjustments as we deem appropriate in the offer price and other terms of the offer, including, without limitation, the number or type of securities offered to be purchased.

26

If after November 5, 2008, Wendy’s/Arby’s should declare or pay any cash dividend or other distribution on the shares (other than regular quarterly dividends in amounts no greater than the amounts historically paid), or issue, with respect to the shares, any additional shares, shares of any other class of capital stock, other voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, payable or distributable to stockholders of record on a date prior to the transfer of the shares purchased pursuant to the offer to us or our nominees or transferees on the Wendy’s/Arby’s stock transfer records, then, subject to the provisions of Section 13 of this Offer to Purchase, “Conditions to the Offer,” (i) the offer price will be reduced by the amount of any such cash dividend or cash distribution and (ii) the whole of any such noncash dividend, distribution or issuance to be received by the tendering stockholders will (a) be received and held by the tendering stockholders for our account and will be required to be promptly remitted and transferred by each tendering stockholder to the depositary for our account, accompanied by appropriate documentation of transfer, or (b) at our direction, be exercised for our benefit, in which case the proceeds of such exercise will promptly be remitted to us. If the offer price is reduced pursuant to the preceding sentence, and if, at the time that notice of any such reduction in the offer price is first published, sent or given to holders of shares, the offer is scheduled to expire at any time earlier than the tenth business day after (and including) the date of such notice, then the offer will be extended at least until the expiration of such period of ten business days. Pending such remittance and subject to applicable law, we will be entitled to all rights and privileges as owner of any such noncash dividend, distribution, issuance or proceeds and may withhold the entire offer price for the shares or deduct therefrom the amount or value thereof, as we determine in our sole discretion.

SECTION 17. MISCELLANEOUS

The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction. We are not aware of any jurisdiction in which the making of the offer or the tender of shares in connection therewith would not be in compliance with the laws of such jurisdiction. If we become aware of any state law prohibiting the making of the offer or the acceptance of shares pursuant thereto in such state, we will make a good faith effort to comply with any such state statute or seek to have such state statute declared inapplicable to the offer. If, after such good faith effort, we cannot comply with any such state statute, the offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction.

No person has been authorized to give any information or to make any representation on our behalf not contained herein or in the letter of transmittal and, if given or made, that information or representation must not be relied on as having been authorized.

We have filed with the Securities and Exchange Commission a Schedule TO under Exchange Act Rule 14d-3, together with exhibits, furnishing additional information with respect to the offer, and may file amendments thereto. That schedule and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the manner set forth in Section 8 of this Offer to Purchase, “Information Concerning Wendy’s/Arby’s.”

November 6, 2008	Trian Partners, L.P.
	Trian Partners Master Fund, L.P.
	Trian Partners Parallel Fund I, L.P.
	Trian Partners Parallel Fund II, L.P.

27

Appendix A

TRIAN FUNDS

Trian Partners GP, L.P.(1)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners, L.P.(1)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners Master Fund, L.P.(1)	P.O. Box 896GT, Harbour Centre, 2nd Floor, George Town, Grand Cayman, Cayman Islands, BWI. Telephone Number: (212) 451-3000	Cayman Islands
Trian Partners Parallel Fund I, L.P.(1)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners Parallel Fund II, L.P.(1)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners Parallel Fund II GP, L.P.(1)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Fund Management GP, LLC(2)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners Parallel Fund I General Partner, LLC(3)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners Parallel Fund II General Partner, LLC(4)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Partners General Partner, LLC(5)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware
Trian Fund Management, L.P.(6)	280 Park Avenue New York, NY 10017 Telephone Number: (212) 451-3000	Delaware

(1)	Primarily engaged in the business of investing in securities.
(2)	Primarily engaged in the business of serving as the general partner to Trian Fund Management, L.P.
(3)	Primarily engaged in the business of serving as the general partner to Trian Partners Parallel Fund I, L.P.
(4)	Primarily engaged in the business of serving as the general partner to Trian Partners Parallel Fund II GP, L.P.
(5)	Primarily engaged in the business of serving as the general partner of Trian Partners GP, L.P.
(6)	Primarily serves as the management company for certain funds and accounts, including Trian Partners Master Fund, L.P., Trian Partners, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P.

A-1

Appendix B

TRIAN PRINCIPALS

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the Trian Principals are set forth below. The business address and phone number of each such Trian Principal is 280 Park Avenue, New York NY 10017 and the telephone number is (212) 451-3000. Each Trian Principal below is a citizen of the United States.

NAME	PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Nelson Peltz	Mr. Peltz served as Chairman and CEO of Triarc Companies, Inc. (predecessor to Wendy’s/Arby’s) from April 23, 1993 until his resignation effective as of June 29, 2007 and currently serves as the non-executive Chairman of Wendy’s/Arby’s. He also served as Chairman and Chief Executive Officer of Triarc and as a director or manager and officer of certain of Triarc’s subsidiaries from April 1993 through June 2007. Additionally, Mr. Peltz has been Chief Executive Officer and a founding partner of Trian Partners since November 2005. Mr. Peltz has also been Chairman of the Board of Trian Acquisition I Corp. since its inception in October 2007. Trian Acquisition I Corp. is a publicly traded blank check company formed to effect a business combination. From its formation in January 1989 to April 1993, Mr. Peltz was Chairman and Chief Executive Officer of Trian Group, Limited Partnership (“Trian Group”), which provided investment banking and management services for entities controlled by Mr. Peltz and Mr. May. From 1983 to December 1988, he was Chairman and Chief Executive Officer and a director of Triangle Industries, Inc., 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. Mr. Peltz has also served as a director of H.J. Heinz Company since September 2006. Mr. Peltz is the father-in-law of Edward P. Garden. Mr. Peltz is 66 years of age.
Peter W. May	Mr. May served as President and COO of Triarc Companies, Inc. (predecessor to Wendy’s/Arby’s) from April 23, 1993 until his resignation effective as of June 29, 2007 and currently serves as non-executive Vice Chairman of Wendy’s/Arby’s. He served as the President and Chief Operating Officer of Triarc and also as a director or manager and officer of certain of Triarc’s subsidiaries from April 1993 through June 2007. Additionally, Mr. May has been President and a founding partner of Trian Partners since November 2005. Mr. May has also been Vice Chairman and a Director of Trian Acquisition I Corp. since its inception in October 2007. From its formation in January 1989 to April 1993, Mr. May was President and Chief Operating Officer of Trian Group. He was President and Chief Operating Officer and a director of Triangle from 1983 until December 1988. Mr. May has also served as a director of Tiffany & Co. since May 2008 and of Deerfield Capital Corp. since December 2007. Mr. May is 65 years of age.

B-1

NAME

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

Edward P. Garden

Mr. Garden served as Vice Chairman of Triarc Companies, Inc. (predecessor to Wendy’s/Arby’s) from July 1, 2003 until the termination of his employment effective June 29, 2007. While with Triarc he served as Vice Chairman from December 2004 through June 2007 and Executive Vice President from August 2003 until December 2004. Additionally, Mr. Garden has been Portfolio Manager and a founding partner of Trian Partners since November 2005. Mr. Garden has also been President, Chief Executive Officer and a Director of Trian Acquisition I Corp. since its inception in October 2007. From 1999 to 2003, Mr. Garden was a managing director of Credit Suisse First Boston, where he served as a senior investment banker in the Financial Sponsors Group. From 1994 to 1999, he was a managing director at BT Alex Brown where he was a senior member of the Financial Sponsors Group and, prior to that, co-head of Equity Capital Markets. Mr. Garden has served as a director of Chemtura Corporation since January 2007. Mr. Garden is the son-in-law of Nelson Peltz. Mr. Garden is 47 years of age.

B-2

Appendix C

The following table sets forth transactions in shares of Wendy’s International, Inc. (prior to consummation of the Triarc/Wendy’s merger), Triarc Companies, Inc. (prior to consummation of the Triarc/Wendy’s merger and prior to its being renamed Wendy’s/Arby’s Group, Inc.) and Wendy’s/ Arby’s Group, Inc. (following consummation of the Triarc/Wendy’s merger and the adoption of its new name) by the Trian Funds, Nelson Peltz, Peter W. May and Edward P. Garden during the past 60 days. Except for the purchase of shares by Trian Partners, L.P. and Trian Partners Master Fund, L.P. from TCMG-MA, LLC, the shares acquired by Mr. Peltz, Mr. May and Mr. Garden in lieu of Board of Directors meeting attendance and retainer fees and the options granted to Mr. Peltz, Mr. May and Mr. Garden upon their reelection to the Board of Directors of Wendy’s/Arby’s, Inc. (discussed below), all transactions were effected in the open market.

Trian Partners Master Fund, L.P.

Triarc Class A Common Stock	Shares		Price excl. Commission			Triarc Class B Common Stock		Shares		Average Price excl. Commission
Date						Date
9/17/2008		75,728		$	5.0771		9/17/2008		58,008		$	5.1333
9/18/2008		26,505		$	4.9983		9/18/2008		53,010		$	5.0717
9/19/2008		113,592		$	5.3692		9/19/2008		212,038		$	5.4423
9/22/2008		167,359		$	5.1601		9/22/2008		349,105		$	5.2915
9/23/2008		166,601		$	5.0935		9/23/2008		348,348		$	5.1593
9/24/2008		166,601		$	5.1450		9/24/2008		348,348		$	5.2082
9/25/2008		147,670		$	5.2421		9/25/2008		241,238		$	5.2362
9/26/2008		53,010		$	5.2402		9/26/2008		75,728		$	5.2446
9/29/2008		166,601		$	4.6200		9/29/2008		348,348		$	4.6450

Wendy’s Common Stock	Shares	Price excl. Commission
Date
9/17/2008	454,367	$21.5591
9/18/2008	151,456	$21.1660

Trian Partners, L.P.

Triarc Class A Common Stock	Shares		Price excl. Commission			Triarc Class B Common Stock		Shares		Average Price excl. Commission
Date						Date
9/17/2008		24,272		$	5.0771		9/17/2008		18,592		$	5.1333
9/18/2008		8,495		$	4.9983		9/18/2008		16,990		$	5.0717
9/19/2008		36,408		$	5.3692		9/19/2008		67,962		$	5.4423
9/22/2008		53,641		$	5.1601		9/22/2008		111,895		$	5.2915
9/23/2008		53,399		$	5.0935		9/23/2008		111,652		$	5.1593
9/24/2008		53,399		$	5.1450		9/24/2008		111,652		$	5.2082
9/25/2008		47,330		$	5.2421		9/25/2008		77,321		$	5.2362
9/26/2008		16,990		$	5.2402		9/26/2008		24,272		$	5.2446
9/29/2008		53,399		$	4.6200		9/29/2008		111,652		$	4.6450

Wendy’s Common Stock	Shares	Price excl. Commission
Date
9/17/2008	145,633	$21.5591
9/18/2008	48,544	$21.1660

C-1

Acquisition from TCMG-MA, LLC

On September 12, 2008, Trian Partners, L.P. and Trian Partners Master Fund, L.P. acquired 131,325 and 119,995 shares, respectively, of Wendy’s International, Inc. from an investment account of TCMG-MA, LLC, a subsidiary of Wendy’s/Arby’s Group, Inc, that is managed by Trian Fund Management, L.P., at a price per share of $22.84, which was the closing price of such shares on the New York Stock Exchange on such date.

Shares Acquired in Lieu of Meeting Attendance and Retainer Fees

On September 15, 2008, each of Mr. Peltz and Mr. Garden received 255 shares of Class A Common Stock of Wendy’s/Arby’s, at a price per share of $5.88, in lieu of a Board of Directors meeting attendance fees that would otherwise have been payable in cash.

On September 29, 2008, each of Mr. Peltz, Mr. May and Mr. Garden received 1,378 shares of Class A Common Stock of Wendy’s/Arby’s, at a price per share of $5.44, in lieu of a retainer fees that would otherwise have been payable in cash.

On October 23, 2008, each of Mr. Peltz and Mr. May received 356 shares of Class A Common Stock of Wendy’s/Arby’s, at a price per share of $4.21, in lieu of a Board of Directors meeting attendance fees that would otherwise have been payable in cash.

On October 24, 2008, each of Mr. Peltz and Mr. May received 365 shares of Class A Common Stock of Wendy’s/Arby’s, at a price per share of $4.10, in lieu of a Board of Directors meeting attendance fees that would otherwise have been payable in cash.

On November 3, 2008, each of Mr. Peltz, Mr. May and Mr. Garden received 422 shares of Class A Common Stock of Wendy’s/Arby’s, at a price per share of $3.55, in lieu of a Board of Directors meeting attendance fees that would otherwise have been payable in cash.

The price for each issuance of shares described in the section above was determined by calculating the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the meeting attendance fee or retainer fee would otherwise have been payable.

Options Acquired Upon Reelection to the Board of Directors

On September 15, 2008, upon their reelection to the Board of Directors of Wendy’s/Arby’s, Inc., each of Mr. Peltz, Mr. May and Mr. Garden received options to purchase 4,000 shares of Class A Common Stock at an exercise price per share of $5.20 and options to purchase 8,000 shares of Class B Common Stock at an exercise price per share of $5.24.

Note: No Purchases were made in July or August of 2008 by any of the Trian Funds.

C-2

Facsimile copies of the letter of transmittal, properly completed and duly executed, will be accepted. The letter of transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of Wendy’s/Arby’s or his or her bank, broker, dealer, trust company or other nominee to the depositary as follows:

The Depositary for the offer is:

American Stock Transfer & Trust Company, LLC

By Hand:

American Stock Transfer & Trust Company, LLC
59 Maiden Lane
Plaza Level
New York, NY 10038 By Mail or By Overnight Courier:

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance or for additional copies of this Offer to Purchase, the letter of transmittal and the notice of guaranteed delivery may be directed to the information agent at the telephone number and location listed below. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the offer.

The Information Agent for the offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor
New York, NY 10022

Stockholders, Please Call Toll-Free: (877) 687-1874
Banks and Brokers, Please Call Collect: (212) 750-5833

The Dealer Manager for this offer is:
Banc of America Securities LLC
Bank of America Tower
One Bryant Park, 3^rd Floor
New York, NY 10036

Please call: (646) 855-8900

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

Letter of Transmittal
To Tender Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.
at
$4.15 Net Per Share
Pursuant to the Offer to Purchase Dated November 6, 2008
by
Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By Hand:	By Mail or By Overnight Courier:
American Stock Transfer & Trust Company, LLC 59 Maiden Lane Plaza Level New York, NY 10038	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on share certificate(s))	Shares Tendered (Attach Additional Signed List if Necessary)
	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)**	Number of Shares Tendered***
	Total Shares

*	Please write “book-entry” if transfer is made by book-entry transfer.
**	Need not be completed if transfer is made by book-entry transfer.
***	Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.

This letter of transmittal is to be used either if certificates for shares (as defined below) are to be forwarded herewith or, unless an agent’s message (as defined in Section 2 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares is to be made by book-entry transfer to an account maintained by the depositary (as defined below) at the book-entry transfer facility (as defined in Section 2 of the Offer to Purchase) pursuant to the procedures set forth in Section 2 of the Offer to Purchase. Tendering stockholders whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 2 of the Offer to Purchase) with respect to, their shares and all other documents required hereby to the depositary prior to the expiration date (as defined in Section 1 of the Offer to Purchase) must tender their shares in accordance with the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase. See Instruction 2.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

£	Check here if tendered shares are being delivered by book-entry transfer made to an account maintained by the depositary with the book-entry transfer facility and complete the following (only participants in the book-entry transfer facility may deliver shares by book-entry transfer):
	Name of Tendering Institution:
	Account Number:
	Transaction Code Number:

£	Check here if tendered shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the depositary. Enclose a photocopy of such notice of guaranteed delivery and complete the following:
	Name(s) of Registered Owners(s):
	Date of Execution of Notice of Guaranteed Delivery:
	Name of Institution that Guaranteed Delivery:
	If delivered by book-entry transfer, check box: £
	Name of Tendering Institution:
	Account Number:
	Transaction Code Number:

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11.

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (together the “Purchaser”), the above-described shares of Class A Common Stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., (“Wendy’s/Arby’s”) a Delaware corporation, on the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase dated November 6, 2008 (the “Offer to Purchase”), and this letter of transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “offer”), receipt of which is hereby acknowledged. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates or subsidiaries, the right to purchase shares tendered pursuant to the offer.

The undersigned understands that, under the terms of the offer, the Purchaser will be obligated to purchase up to 40,000,000 shares accepted for payment under the offer.

Subject to and effective on acceptance for payment of, and payment for, the shares tendered herewith in accordance with the terms of the offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in and to all the shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other shares or other securities issued or issuable in respect thereof on or after the expiration date of the offer (collectively, “Distributions”)) and irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such shares (and any and all Distributions), to (a) deliver certificates for such shares (and any and all Distributions) or transfer ownership of such shares (and any and all Distributions) on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the acquiring Purchaser, (b) present such shares (and any and all Distributions) for transfer on Wendy’s/Arby’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares (including any and all Distributions), all in accordance with the terms of the offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the depositary or Purchaser, execute any additional documents deemed by the depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby (and any and all such other shares or other securities or rights), all in accordance with the terms of the offer.

All authority conferred or agreed to be conferred pursuant to this letter of transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby irrevocably appoints Nelson Peltz, Peter W. May and Edward P. Garden, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual, special or adjourned meeting of Wendy’s/Arby’s stockholders or otherwise in such manner as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, and to otherwise act as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, with respect to the shares tendered hereby that have been accepted for payment by Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote. This appointment is effective when, and only to the extent that, Purchaser accepts for payment such shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such shares in accordance with the terms of the offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to such shares will, without further action, be revoked and no

3

subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be effective) by the undersigned.

The undersigned understands that the valid tender of shares pursuant to any of the procedures described in Section 2—“Procedure for Tendering Shares” of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Purchaser on the terms and subject to the conditions of the offer. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934 for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the expiration date such person has a “net long position” in (a) the shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tender to the Purchaser within the period specified in the offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to the Purchaser within the period specified in the offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering shareholder’s representation and warranty to the Purchaser that (a) such shareholder has a “net long position” in shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4. Our acceptance for payment of shares tendered pursuant to the offer will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms and subject to the conditions of the offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that the Purchaser has no obligation pursuant to the “Special Payment Instructions” to transfer any shares from the name of the registered holder(s) thereof if the Purchaser does not accept for payment any of the shares so tendered.

Some stockholders have not exchanged their stock certificates following the merger between Wendy’s International, Inc. and Triarc Companies, Inc., pursuant to which shares of Wendy’s common stock were converted into Wendy’s/Arby’s shares. Such stockholders can still participate in the tender offer. However, such stockholders should be aware that additional time may be required to process their tenders because the old stock certificates will first need to be replaced with new stock certificates evidencing the Wendy’s/Arby’s shares. Such stockholders should also be aware that all share numbers and per-share offering proceeds are based on the post-conversion numbers.

4

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be issued in the name of someone other than the undersigned.

Issue:      £ Check
£ Certificate(s) to:

Name
	(Please Print)
Address
(include Zip Code)
(Employer Identification or Social Security Number)

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if certificates for shares not tendered or not accepted for payment and/or the check for payment of the purchase price of shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

Send:      £ Check
£ Certificate(s) to:

Name
	(Please Print)
Address
(include Zip Code)
(Employer Identification or Social Security Number)

SIGN HERE
(Also Complete Substitute Form W-9 Below)

(Signature(s) of Stockholder(s))

Dated: 

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) for the shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s): 

(Please Print)

Capacity (Full Title):

Address 

(include Zip Code)

5

Daytime Area Code and Telephone Number: 

(Employer Identification or Social Security Number: 

(Complete Accompanying Substitute Form W-9)

6

GUARANTEE OF SIGNATURE(S)
(If Required—See Instructions 1 and 5)

Authorized Signature: 

Name: 

(Please Print)

Name of Firm: 

Title: 

Address: 

(include Zip Code)

Daytime Area Code and Telephone Number: 

Dated: 

7

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this letter of transmittal (a) if this letter of transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this letter of transmittal or (b) if such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 (each, an “eligible institution”). In all other cases, all signatures on this letter of transmittal must be guaranteed by an eligible institution. See Instruction 5.

2. Requirements of Tender. This letter of transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 2 of the Offer to Purchase. For a stockholder to validly tender shares pursuant to the offer, either (a) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the depositary at one of its addresses set forth on the back of this letter of transmittal prior to the expiration date and either certificates for tendered shares must be received by the depositary at one of such addresses or shares must be delivered pursuant to the procedures for book- entry transfer set forth herein (and a book-entry confirmation must be received by the depositary), in each case prior to the expiration date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 2 of the Offer to Purchase. Stockholders whose certificates for shares are not immediately available or who cannot deliver their certificates and all other required documents to the depositary or complete the procedures for book-entry transfer prior to the expiration date may tender their shares by properly completing and duly executing the notice of guaranteed delivery pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase. Pursuant to such procedures, (a) such tender must be made by or through an eligible institution, (b) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Purchaser, must be received by the depositary prior to the expiration date and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the depositary, in each case within three trading days after the date of execution of such notice of guaranteed delivery as provided in Section 2 of the Offer to Purchase. A “trading day” is any day on which the New York Stock Exchange is open for business. The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of the letter of transmittal and that the Purchaser may enforce such agreement against such participant.

The method of delivery of shares, this letter of transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the sole election and risk of the tendering stockholder. shares will be deemed delivered only when actually received by the depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted and no fractional shares will be purchased. All tendering stockholders, by execution of this letter of transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their shares.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate submitted to the depositary are to be tendered, fill in the number of shares

8

that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this letter of transmittal, promptly after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this letter of transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this letter of transmittal.

If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal as there are different registrations of certificates.

If this letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted with this letter of transmittal.

If this letter of transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.

If this letter of transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution.

6. Stock Transfer Taxes. Purchaser will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this letter of transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless, in Purchaser’s judgment, satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this letter of transmittal.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this letter of transmittal.

7. Special Payment and Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued in the name of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this letter of transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this letter of transmittal or to an address other than that shown above, the appropriate boxes on this letter of transmittal should be completed.

8. Waiver of Conditions. The Purchaser reserves the right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the specified conditions of the offer, in whole or in part, in the case of any shares tendered.

9. 28% Backup Withholding. For purposes of this discussion, “stockholder” includes such stockholder’s assignee and any other payee. In order to avoid backup withholding of U.S. federal income tax with respect to payments of cash payable under the offer, a tendering U.S. stockholder must, unless an exemption applies, provide the depositary with such stockholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 contained below in this letter of transmittal and certify under penalties of perjury that such TIN is correct (or such stockholder is waiting for a TIN to be issued), such stockholder is not subject to backup withholding, and such

9

stockholder is a U.S. person. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a $50 penalty on such stockholder and payment of cash to such stockholder pursuant to the offer may be subject to backup withholding of 28%.

Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely furnished to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return.

A tendering stockholder is required to give the depositary the TIN (i.e., social security number or employer identification number) of the record owner of the shares being tendered. If the shares are held in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

The box in part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the depositary within 60 days.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the depositary, in order to avoid backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. You should consult with your tax advisor regarding the foregoing.

10. Requests for Assistance or Additional Copies. Questions may be directed to the Dealer Manager at its address and telephone numbers on the last page of this Letter of Transmittal. In addition, requests for assistance or additional copies of the Offer to Purchase, this letter of transmittal, the notice of guaranteed delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the information agent at its address set forth on the last page of this letter of transmittal.

11. Lost, Destroyed or Stolen Certificates. If any certificate representing shares has been lost, destroyed or stolen, the stockholder should promptly notify Wendy’s/Arby’s transfer agent, American Stock Transfer & Trust Company, LLC, at the toll-free number 1-800-937-5449. The stockholder will then be instructed by the transfer agent as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE, PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

10

PAYER’S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

SUBSTITUE	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	____________________________ Social Security Number OR ____________________________ Employer Identification Number
Form W-9 Department of the Treasury                  Internal Revenue Service	Part 2—Certifications—Under penalties of perjury, I certify that:
	(1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me);
	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3) I am a U.S. person (including a U.S. resident alien).
Payer’s Request for Taxpayer Identification Number (“TIN”)	Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of a failure to report interest or dividends on your tax returns. However, if after you were subject to backup withholding, you received another notification from the IRS stating you are no longer subject to backup withholding, do not cross out such item (2). If you are exempt from backup withholding, check the box in Part 4.		Part 3 Awaiting TIN £
	Signature: ______________ Date________, 2008
	Name (Please Print): ______________________________
	_____________________________________________
	Please check appropriate box:
	£ Individual/Sole Proprietor £ Corporation £ Partnership £ Limited Liability Company. Enter the tax classification (D = disregarded entity, C = corporation, P = Partnership)              £ Other Address (Please Print) ____________________________ _____________________________________________		Part 4 Exempt Payee £

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature:     Date:

The letter of transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of Wendy’s/Arby’s or such stockholder’s bank, broker, dealer, trust company or other nominee to the depositary at one of its addresses set forth below:

The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By Hand:	By Mail or By Overnight Courier:
American Stock Transfer & Trust Company, LLC	American Stock Transfer & Trust Company, LLC
59 Maiden Lane Plaza Level New York, NY 10038	Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance or for additional copies of this Offer to Purchase, the letter of transmittal and the notice of guaranteed delivery may be directed to the information agent at the telephone number and location listed below. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the offer.

The Information Agent for the offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor
New York, NY 10022

Stockholders, Please Call Toll-Free: (877) 687-1874

Banks and Brokers, Please Call Collect: (212) 750-5833

The Dealer Manager for this offer is:

Banc of America Securities LLC

Bank of America Tower
One Bryant Park, 3rd Floor
New York, NY 10036

Please Call: (646) 855-8900

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY
(Not To Be Used For Signature Guarantee)
for
Tender of Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

As set forth in Section 2—“Procedure for Tendering Shares” of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the offer (as defined below) if (1) certificates representing shares of Class A Common Stock, par value $.10 per share, of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach American Stock Transfer & Trust Company, LLC, as Depositary, (the “Depositary”) prior to the expiration date (as defined in Section 1—“Terms of Offer; Proration” of the Offer to Purchase). This form may be delivered by hand or by mail or, in the case of eligible institutions, transmitted by facsimile transmission to the Depositary. See Section 2—“Procedure for Tendering Shares” of the Offer to Purchase.

The Depositary for the Offer is:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By Facsimile Transmission:
(For Eligible Institutions Only)
(718) 234-5001

By Hand:

American Stock Transfer & Trust Company, LLC
59 Maiden Lane
Plaza Level
New York, NY 10038 By Mail or By Overnight Courier:

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

To Confirm Facsimile Transmissions:
(For Eligible Institutions Only)
(718) 921-8317

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (together, the “Purchaser”), investment funds affiliated with Trian Fund Management, L.P., a Delaware limited partnership, an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden, on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 6, 2008 (the “Offer to Purchase”), and the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “offer”), receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 2—“Procedure for Tendering Shares” of the Offer to Purchase. The shares of Class A Common Stock, par value $.10 per share of Wendy’s/Arby’s are referred to as “shares.”

Number of Shares:                                                                                                         

                                                                                       
Certificate Nos. (if available):                                                                                         

                                                                                       

Name(s) of Record Holder(s):                                                                                        
                                                  (Please Type or Print)     
Address(es):                                                                                                                

                                                                                                                                  

                                                                                                                                  

                                                                                                                                  

Zip Code:                                                                                                                    

Daytime Area Code and Telephone Number:                                                                   

Signature(s):                                                                                                               

Dated:                                                                                                                       

If shares will be tendered by book-entry transfer, check this box £ and provide the following information:

Account Number at Book-Entry Transfer Facility:
                                                                                                                                  

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.

2

GUARANTEE
(Not To Be Used For Signature Guarantee)

The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees (1) that the above named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14e- 4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such shares, in any such case together with a properly completed and duly executed letter of transmittal (or a facsimile thereof), with any required signature guarantees, or an agent’s message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within three New York Stock Exchange trading days (as defined in the Offer to Purchase) after the date hereof.

The eligible institution that completes this form must communicate the guarantee to the depositary and must deliver the letter of transmittal and certificates for shares to the depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible institution.

Name of Firm:                                                                                                             

                                                                                                                                  

Authorized Signature:                                                                                                    

                                                                                                                                  

Name:                                                                                                                         

                                                                                                                                  
                                 (Please Type or Print)     
Title:                                                                                                                       

                                                                                                                                  

Address:                                                                                                                     

                                                                                                                                  

Zip Code:                                                                                                                     

Area Code and Telephone Number:                                                                                 

                                                                                                                                  

Dated:                                                                                                                       

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.

CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Offer to Purchase for Cash
Up to 40,000,000 Outstanding Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.
at
$4.15 Net Per Share
by
Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

November 6, 2008

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We have been appointed by Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (together, the “Purchaser”), investment funds affiliated with Trian Fund Management, L.P., an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden, to act as dealer manager in connection with the Purchaser’s offer to purchase up to 40,000,000 shares of common stock, par value $.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), at $4.15 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 6, 2008 (the “Offer to Purchase”), and the related letter of transmittal (which, together with any supplements or amendments thereto, collectively constitute the “offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee.

Enclosed herewith are copies of the following documents:

1. Offer to Purchase, dated November 6, 2008;

2. Letter of transmittal for use in accepting the offer and tendering shares;

3. A form of letter that may be sent to your clients for whose account you hold shares in your name or in the name of a nominee, with space provided for obtaining such client’s instructions with regard to the offer;

4. Notice of guaranteed delivery with respect to shares;

5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 included in the Letter of Transmittal; and

6. Return envelope addressed to American Stock Transfer & Trust Company, LLC as the depositary.

CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 13—“CONDITIONS TO THE OFFER” OF THE OFFER TO PURCHASE.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

In all cases, payment for shares accepted for payment pursuant to the offer will be made only after timely receipt by the depositary of (1) the certificates for (or a timely book-entry confirmation (as defined in the Offer to Purchase) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 2—“Procedure for Tendering Shares” of the Offer to Purchase, an agent’s message (as defined in the Offer to Purchase), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.

Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the information agent, the dealer manager and the depositary, as described in the Offer to Purchase) in connection with the solicitation of tenders of shares pursuant to the offer. However, the Purchaser will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed offer materials to your clients.

Questions may be directed to the Dealer Manager at its address and telephone numbers set forth on the back cover of the Offer to Purchase. In addition, requests for additional copies of the enclosed material may be directed to the information agent at its address and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,
Banc of America Securities LLC

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

2

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

OFFER TO PURCHASE FOR CASH
Up to 40,000,000 Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.
at
$4.15 Net Per Share
by
Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

November 6, 2008

To Our Clients:

Enclosed for your consideration are an Offer to Purchase, dated November 6, 2008, and a related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “offer”) relating to the offer by Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (together, the “Purchaser”), investment funds affiliated with Trian Fund Management, L.P., an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden, to purchase up to 40,000,000 shares of Class A Common Stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation (“Wendy’s/Arby’s”), on the terms and subject to the conditions set forth in the offer.

We are the holder of record of shares held by us for your account. A tender of those shares can be made only by us as the holder of record and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used to tender shares held by us for your account.

We request instructions as to whether you wish to tender any or all of the shares held by us for your account pursuant to the terms and subject to the conditions set forth in the offer.

Your attention is directed to the following:

1. The offer price is $4.15 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), without interest thereon, on the terms and subject to the conditions set forth in the offer.

2. The offer and withdrawal rights period will expire at 12:00 midnight, New York City time, at the end of Friday, December 5, 2008, unless the offer is extended.

3. The offer is being made for up to 40,000,000 shares. If more than 40,000,000 shares are tendered, the Purchaser will purchase 40,000,000 shares on a pro-rata basis.

4. The undersigned understands that, under the terms of the offer, the Purchaser will be obligated to purchase up to 40,000,000 shares accepted for payment under the offer.

5. The offer is conditioned upon the conditions to the offer described in Section 13 of the Offer to Purchase.

6. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the depositary or the information agent or, except as set forth in Instruction 6 of the letter of transmittal, transfer taxes on the purchase of shares by the Purchaser pursuant to the offer.

If you wish to have us tender any of or all the shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your shares, all such shares will be tendered unless you otherwise specify below. Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf prior to the expiration date.

In all cases, payment for shares accepted for payment pursuant to the offer will be made only after timely receipt by American Stock Transfer & Trust Company, LLC (the “depositary”) of (1) the certificates for (or a timely book-entry confirmation (as defined in the Offer to Purchase) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 2 of the Offer to Purchase, an agent’s message (as defined in the Offer to Purchase), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary.

UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES.

The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction.

2

INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE UP TO 40,000,000 SHARES OF CLASS A COMMON STOCK OF WENDY’S/ARBY’S GROUP, INC.

The undersigned acknowledge(s) receipt of your letter enclosing the Offer to Purchase, dated November 6, 2008, and the related letter of transmittal relating to the offer by the Purchaser to purchase up to 40,000,000 shares of Class A Common Stock, par value $0.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc., a Delaware corporation.

This will instruct you to tender the number of shares indicated below held by you for the account of the undersigned (or, if no amount is indicated below, all the shares held by you for the account of the undersigned) on the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal.

Number of shares to be Tendered* shares
Dated:


     Signature(s)     


     Please Type or Print Name(s)     
Address(es) (including Zip Code(s)):




Area Code and Telephone No.:

Taxpayer Identification or Social Security No.:

* Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

3

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers have nine digits separated by two hyphens i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the SOCIAL SECURITY number of:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Husband and wife (joint account)	The actual owner of the account or, if joint funds, either person(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult, or if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)

For this type of account:		Give the EMPLOYER IDENTIFICATION NUMBER of:
8.	Sole proprietorship or single-owner LLC	The owner(4)
9.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(5)
10.	Corporation or LLC electing corporate status on Form 8832	The corporation
11.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
12.	Partnership or multi-member LLC	The partnership
13.	A broker or registered nominee	The broker or nominee
14.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number.
(4)	You must show your individual name. You may also enter your business name. You may use either your Social Security Number or your Employer Identification Number.
(5)	List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees and Payments Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding. For interest and dividends, all listed payees are exempt except the payee in item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. For barter exchange transactions and patronage dividends, payees listed in (1) through (5) are exempt. Payments subject to reporting under Code sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7).

(1)	An organization exempt from tax under Code section 501(a), or an IRA, or a custodial account under Code section 403(b)(7) if the account satisfies the requirements of Code section 401(f)(2),
(2)	The U.S. or any of its agencies or instrumentalities,
(3)	A state, the District of Columbia, a possession of the U.S., or any of their political subdivisions or instrumentalities,
(4)	A foreign government or any of its political subdivisions, agencies or instrumentalities, or
(5)	An international organization or any of its agencies or instrumentalities.

Other Payees that may be exempt from backup withholding include:

(6)	A corporation,
(7)	A foreign central bank of issue,
(8)	A dealer in securities or commodities required to register in the U.S., the District of Columbia, or a possession of the U.S.,
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission,
(10)	A real estate investment trust,
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940,
(12)	A common trust fund operated by a bank under section 584(a) of the Code,
(13)	A financial institution,
(14)	A middleman known in the investment community as a nominee or custodian, or
(15)	A trust exempt from tax under Code section 664 or described in Code section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441 of the Code.

• Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

• Payments of patronage dividends where the amount received is not paid in money.

• Payments made by certain foreign organizations.

• Code section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this Interest is $600 or more and is paid in the course of your trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments described in section 6049(b)(5) of the Code to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451 of the Code.

• Payments made by certain foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER THE APPROPRIATE IRS FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049 and 6050A and 6050N of the Code and the regulations promulgated therein.

Privacy Act Notice—Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia, to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

TRIAN PARTNERS COMMENCES TENDER OFFER FOR UP TO 40 MILLION
SHARES OF WENDY’S/ARBY’S GROUP FOR $4.15 IN CASH PER SHARE

          NEW YORK, NY, November 6, 2008. Trian Fund Management, L.P. announced today that funds managed by it (collectively, “Trian Partners”) are commencing a partial tender offer to purchase up to 40 million shares of Class A Common Stock, or approximately 8.5% of the shares outstanding, of Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s”; NYSE: WEN) at a purchase price of $4.15 per share. Wendy’s/Arby’s is the parent company of Wendy’s International, Inc. and Arby’s Restaurant Group, Inc. and Trian Partners is one of Wendy’s/Arby’s largest stockholders. The tender offer will expire, unless extended, at 12:00 midnight, New York City time, on December 5, 2008. The offer price represents approximately a 26% premium over Wendy’s/Arby’s closing stock price of $3.29 on November 5, 2008, the last full trading day before the commencement of the offer. The tender offer will be subject to customary conditions for transactions of this type, but is not subject to any financing condition.

          Trian Partners will purchase all shares properly tendered and not properly withdrawn in the tender offer, subject to pro-ration. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. If the tender offer is fully subscribed and completed, the total payments made by Trian Partners will aggregate $166 million. If more than the number of shares Trian Partners seeks to purchase are properly tendered, Trian Partners will purchase shares on a pro rata basis. Trian Partners reserves the right to increase or decrease the number of shares it is seeking in the tender offer, subject to applicable laws and regulations.

          Trian Partners, together with its affiliates, currently beneficially own 52,059,387 shares of Wendy’s/Arby’s common stock, representing approximately 11.1% of the

issued and outstanding Wendy’s/Arby’s common stock. If the tender offer is fully subscribed and completed, Trian Partners, together with its affliates, will beneficially own approximately 19.6% of the issued and outstanding Wendy’s/Arby’s common stock.

          The Information Agent for the tender offer is Innisfree M&A Incorporated. The Depositary for the tender offer is American Stock Transfer & Trust Company, LLC. The Dealer Manager for the tender offer is Banc of America Securities LLC. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to Wendy’s/Arby’s stockholders of record and will be made available for distribution to beneficial owners of Wendy’s/Arby’s common stock.

          The complete terms and conditions of the tender offer, including important U.S. income and withholding tax considerations relating to the tender offer, are contained in the Offer to Purchase included as an exhibit to the Tender Offer Statement on Schedule TO being filed today with the U.S. Securities and Exchange Commission (SEC).

          Important Information: This Press Release is not an offer to buy or the solicitation of an offer to sell any common stock of Wendy’s/Arby’s. The tender offer that is described in this Press Release will only be made through the Offer to Purchase, Letter of Transmittal and related tender offer documents. The offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of Wendy’s/Arby’s shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction. All common stockholders of Wendy’s/Arby’s should read the tender offer materials, which are being filed today by Trian Partners, and the Tender Offer Solicitation/Recommendation Statement with respect to the tender offer which is to be filed by Wendy’s/Arby’s, with the SEC. Stockholders of Wendy’s/Arby’s should read the tender offer materials and the Solicitation/Recommendation Statement because they contain important information about the tender offer. The tender offer materials, the Solicitation/Recommendation Statement and other filed documents will be available at no charge on the SEC’s website at http://www.sec.gov. Wendy’s/Arby’s common stockholders may obtain Trian Partners’ tender offer materials without charge

by contacting Innisfree M&A Incorporated, the Information Agent for the tender offer, toll-free at (877) 687-1874. (Banks and brokers may call collect at 212-750-5833). Stockholders of Wendy’s/Arby’s are urged to read all materials carefully before making any decision with respect to the tender offer.

About Wendy’s/Arby’s Group, Inc.

          Wendy’s/Arby’s Group, Inc. is the third largest quick-service restaurant company in the United States and is the franchisor of the Wendy’s and Arby’s restaurant systems. The combined restaurant systems include more than 10,000 restaurants in 50 states and 21 countries worldwide.

About Trian Fund Management, L.P.

          Founded in November 2005, Trian Fund Management, L.P. (“Trian Partners”) is an investment firm whose Principals are Nelson Peltz, Peter W. May and Edward P. Garden. Mr. Peltz is non-executive Chairman, Mr. May is non-executive Vice Chairman and Mr. Garden is a Director, of Wendy’s/Arby’s Group, Inc.

CONTACTS:

Anne Tarbell at 212-451-3030 or	Carrie Bloom of Sard Verbinnen & Co.
atarbell@trianpartners.com	at 212-687-8080 or cbloom@sardverb.com

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

This announcement is not an offer to purchase or a solicitation of an offer to sell shares (as defined below). The offer (as defined below) is made solely by the Offer to Purchase (as defined below) dated November 6, 2008 and the related letter of transmittal and any amendments or supplements thereto and is being made to all holders of shares. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the applicable laws require that the offer be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of the Purchaser (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash
Up to 40,000,000 Shares of Class A Common Stock
of
WENDY’S/ARBY’S GROUP, INC.
at
$4.15 Net Per Share
by
Trian Partners, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Parallel Fund II, L.P.

          Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P. (together, the “Purchaser”), investment funds affiliated with Trian Fund Management, L.P., an investment firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden (the “Trian principals”), are offering to purchase up to 40,000,000 shares of Class A Common Stock, par value $.10 per share (the “shares”), of Wendy’s/Arby’s Group, Inc. (“Wendy’s/Arby’s”) for a purchase price of $4.15 per share, net to the seller in cash, without interest thereon, upon the terms and conditions set forth in the Offer to Purchase dated November 6, 2008 (the “Offer to Purchase”) and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED.

          The offer is not conditioned upon the receipt of financing or any minimum number of shares being tendered.

          The Purchaser and the Trian principals are currently holders of approximately 11.1% of the outstanding shares. Mr. Peltz is non-executive Chairman, Mr. May is non-executive Vice Chairman and Mr. Garden is a director of Wendy’s/Arby’s. The Purchaser and the Trian principals are making this offer in order to increase their equity investment in Wendy’s/Arby’s and not for the purpose of acquiring control over or influencing the business of Wendy’s/Arby’s. The Purchaser and Trian principals currently intend to increase their investment in Wendy’s/Arby’s through the acquisition of additional shares of Wendy’s/Arby’s subsequent to the expiration of the offer. However, depending on their continuing evaluation of the business and prospects for Wendy’s/Arby’s and other factors, including business and market conditions, the Purchaser and the Trian principals may, from time to time, subsequent to the expiration of the offer, decide not to acquire additional shares of Wendy’s/Arby’s, sell or distribute some or all of their Wendy’s/Arby’s shares (in the open market, in private transactions, or otherwise) or propose business strategies to Wendy’s/Arby’s.

          Although the offer is not conditioned upon any minimum number of shares being tendered or upon the Purchaser obtaining financing, the offer is subject to certain customary conditions described in the Offer to Purchase, including the following: (i) a condition that on or after November 6, 2008 and before the expiration of the offer, there shall not have occurred or been threatened any change or prospective change in the business, properties, assets, liabilities, capitalization, stockholders’ equity, condition (financial or otherwise), operations, licenses, results of operations or prospects of Wendy’s/Arby’s or its subsidiaries which, in the reasonable judgment of Purchaser, is or may be materially adverse to Purchaser or any of their respective affiliates or Wendy’s/Arby’s or any of its subsidiaries and the Purchaser shall not have become aware of any fact which, in the reasonable judgment of Purchaser, has or may have material adverse significance, with respect to either the value of Wendy’s/Arby’s or any of its subsidiaries or the value of the shares to the Purchaser, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (iii) other conditions set forth in Section 13 — “Conditions of the Offer” of the Offer to Purchase. If any such condition is not satisfied, the Purchaser may: (i) terminate the offer and not accept for payment any tendered shares; (ii) extend the offer and, subject to withdrawal rights as set forth below, retain all such shares until the expiration of the offer as so extended; (iii) waive all the unsatisfied conditions and accept for payment and pay for all shares validly tendered prior to the expiration of the offer and not withdrawn; or (iv) amend the offer.

          Subject to applicable law and regulations, the Purchaser reserves the right to amend the offer, extend the offer and/or increase or decrease the number of shares it is seeking in the offer. If the offer is extended, the Purchaser must publicly announce such extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. There will be no subsequent offering period.

          Stockholders may tender shares by timely delivering to American Stock Transfer & Trust Company, LLC, the depositary for the offer (the “Depositary”), (i) certificates for shares (or confirmation of a book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase)), (ii) a properly completed and duly executed letter of transmittal (or facsimile thereof), and (iii) any other required documents. If shares are held through a bank, broker, dealer, trust company or other nominee, such shares can be tendered only by that bank, broker, dealer, trust company or other nominee. Payment for shares accepted for payment pursuant to the offer will be made only after timely receipt of the foregoing. For purposes of the offer, the Purchaser shall be deemed to have accepted for payment tendered shares when, as and if the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of the tender of such shares. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR DELAY IN PAYING FOR SUCH SHARES.

          Shares tendered pursuant to the offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after January 5, 2009 unless such shares have been accepted for payment as provided in the Offer to Purchase. To withdraw tendered shares, a written notice of withdrawal with respect to such shares must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of shares, if different from that of the person who tendered such shares. If the shares to be withdrawn have been delivered or otherwise identified to the Depositary, in the case of shares tendered by delivery of certificates, the serial numbers shown on the particular certificates evidencing such shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) or, in the case of shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares.

          If more than 40,000,000 shares are validly tendered prior to the Expiration Date, and not properly withdrawn, the Purchaser will, upon the terms and subject to the conditions of the offer, purchase 40,000,000 shares on a pro rata basis (with adjustments to avoid purchases of fractional shares) based upon the number of shares validly tendered prior to the Expiration Date and not properly withdrawn. In the event that proration of tendered shares is required, because of the difficulty of determining the precise number of shares properly tendered and not properly withdrawn, the Purchaser does not expect to announce the final results of proration or pay for any shares until at least five New York Stock Exchange trading days after the Expiration Date. Preliminary results of proration will be

-2-

announced by press release as promptly as practicable. Holders of shares may obtain such preliminary information from Innisfree M&A Incorporated, the information agent for the offer (the “Information Agent”).

          The receipt of cash for shares properly tendered will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Stockholders are urged to consult with their tax advisors.

          Copies of the offer materials will be promptly furnished, at Purchaser’s expense, to those record holders, beneficial owners, brokers, banks and other persons who request such materials from the Information Agent.

          The information required by Rule 14d-6(d)(1) of the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated by reference into this summary advertisement. The complete terms and conditions of this offer are set forth in the Offer to Purchase and the related letter of transmittal, which are being filed today with the Securities and Exchange Commission. The Offer to Purchase and related letter of transmittal contain important information. Stockholders should carefully read both in their entirety before any decision is made with respect to the offer.

          Questions may be directed to the Dealer Manager as set forth below. In addition, requests for assistance may be directed to the Information Agent as set forth below. Requests for copies of the Offer to Purchase and the related letter of transmittal and other tender offer materials may be directed to the Information Agent, and copies will be furnished promptly at the Purchaser’s expense. Copies of the Offer to Purchase, the related letter of transmittal and the other tender offer materials may also be obtained from the Information Agent’s website, http://www.innisfreema.com or the Securities and Exchange Commission’s website, http://www.sec.gov. Stockholders may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, New York 10022

Stockholders, Please Call Toll-Free: (877) 687-1874

Banks and Brokerage Firms, Please Call Collect:
(212) 750-5833 The Dealer Manager for the Offer is:

Banc of America Securities LLC
Bank of America Tower
One Bryant Park, 3^rd Floor
New York, NY 10036

Please Call: (646) 855-8900

-3-

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

On home page:

If you are a Wendy’s/Arby’s Group, Inc. stockholder and would like to obtain copies of the Offer to Purchase, the related letter of transmittal and the other tender offer materials relating to the November 6, 2008 Offer to Purchase by Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P. and Trian Partners Parallel Fund II, L.P., please proceed HERE:

[Link to a page that would show the following:]

Offer to Purchase for Cash

Up to 40,000,000 Shares of Class A Common Stock

Of

WENDY’S/ARBY’S GROUP, INC.

at

$4.15 Net Per Share

by

TRIAN PARTNERS, L.P.

TRIAN PARTNERS MASTER FUND, L.P.

TRIAN PARTNERS PARALLEL FUND I, L.P.

TRIAN PARTNERS PARALLEL FUND II, L.P.

• OFFER TO PURCHASE DATED NOVEMBER 6, 2008

• LETTER OF TRANSMITTAL FOR USE IN ACCEPTING THE OFFER AND TENDERING SHARES

• NOTICE OF GUARANTEED DELIVERY

• GUIDELINES OF THE INTERNAL REVENUE SERVICE FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL

• LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

• A FORM OF LETTER THAT BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES MAY SEND TO THEIR CLIENTS

EX-99.(B)

G. New Account Agreement Exhibit (b)

This agreement (“New Account Agreement”) sets forth the respective rights and obligations of and the legal entity identified in the New Account Application and anyone else on whose behalf this New Account Agreement has been signed (“Client”) in connection with Client’s account. As used herein, the term “Account” refers to each and every account (cash, margin or otherwise) that has established in Client’s name, or in Client’s name together with others, or in which Client has a beneficial interest, now or in the future. The term refers, collectively and individually, to, its present and future affiliates, and their respective partners, officers, directors, employees and agents.

Both the New Account Agreement and any applicable Supplements are subject to approval. and Client hereby agree to the following with respect to any of Client’s Accounts with and all transactions with.

1. Ownership. Client represents that no one except the Client has a direct beneficial interest in Client’s Account unless such interest is revealed in the title of such Account or is otherwise disclosed to in writing and in any such case, Client has the interest indicated in such title. Client warrants it will inform of any changes in the information supplied to in connection with the establishment and maintenance of an Account for Client. Client agrees that all funds, securities and other property held for the account and the proceeds thereof shall be held for the Account in the manner indicated in the account title, with all the legal and equitable rights of every nature and kind, and subject to all the obligations and conditions, that such form of ownership imposes. As used herein, the term “securities and/or other property” shall include securities and other property currently in or in the future held, carried or maintained by, or in the possession or control of, in or for any of Client’s current or future Accounts, including any Account in which Client may have an interest, and regardless of the purpose for which the securities and other property are so held, carried, maintained, possessed or controlled.

2. Exchange or Market. Client’s Account and transactions effected and/or executed through the Account will be subject to and shall be in accordance with the rules and customs of any applicable national securities exchange, electronic communication network, national securities association, alternative trading system, contract market, derivatives transaction execution facility or other exchange or market (domestic or foreign) (each an “Exchange” and collectively “Exchanges”) and their respective clearing houses, as well as any applicable self-regulatory organization, if any, where the transactions are executed, or that otherwise apply to Client’s Account or transactions, and in conformity with applicable law and regulations of governmental authorities and future amendments or supplements thereto, and Client agrees to use the Accounts only in accordance with such rules, customs, laws and regulations. Client understands that the Exchanges have the right to break any executed transaction on various grounds, including if the executed transaction was, in their opinion, “clearly erroneous,” and will not be liable for such broken transactions.

3. General Lien; Delivery of Collateral. Client hereby grants a first priority perfected security interest in, and right of setoff against, all securities and other property, and the proceeds thereof, and all obligations, whether or not due, which are held, carried or maintained by or in the possession or control of or which are, or may become, due to Client (either individually or jointly with others or in which Client has any interest) and all rights Client may have against as security for the performance of all Client’s obligations to. Client further agrees that may, in its discretion at any time and from time to time, require Client to deliver collateral to margin and secure Client’s performance of any obligations to. Such collateral shall be delivered, upon demand, in such amount and form and to such account or recipient as shall specify. may, in its discretion and without notice to Client, deduct any amounts from Client’s Account and apply or transfer any of Client’s securities and other property interchangeably between any of Client’s Accounts, each of which constitutes unconditional security for all obligations of Client. Client acknowledges that and its present and future affiliates act as agents for each other in respect of the assets subject to the security interest as described above and that and each such affiliate shall comply with any entitlement orders or instructions originated by any of them with respect to such assets or distribute any value in respect of any such assets at the direction of any of them, in each case without any further consent of Client. For purposes of Articles 8 and 9 of the New York Uniform Commercial Code (“UCC”), to the extent that Client has any control with respect to any such assets, upon the occurrence of a Close-Out Event as defined below, Client shall no longer have any control over such assets. and each such affiliate and Client agree that all such assets credited to any securities account maintained on the books of or any such affiliate shall be treated as a financial asset for purposes of the UCC. and each such affiliate hereby notify each other of, and each of them acknowledges, the first priority perfected security interest granted by Client hereunder. The Client (and each person acting on the Client’s behalf) agrees that any assets pledged as collateral by the Client in connection with any transaction entered into under this New Account Agreement will not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”).

4. Payment and Settlement. Client agrees to pay on demand all balances (including accrued but unpaid interest thereon) and any other obligations owing with respect to Client’s Account. Client agrees that all cash account transactions will be handled on a cash basis and Client shall pay for any security purchased for Client’s cash account, and deliver any securities sold for Client’s cash account, on or before the settlement date. Client warrants that for all cash accounts, no sale of securities is contemplated before the securities are paid for as provided above and that each item sold will be owned by Client at the time of sale.

5. Default. If Client defaults in the performance of any obligation under any transaction or agreement with, or becomes bankrupt, insolvent or subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or similar proceeding, if the security interest hereunder is not or ceases to be a first priority perfected security interest, or if for any reason deems it advisable for its protection (each a “Close-Out Event”), may, without notice or demand to Client, and at such times and places as may determine, cancel, terminate, accelerate, liquidate and/or close-out any or all transactions and agreements between Client and, sell or otherwise transfer any securities or other property which may hold for Client or which is due to Client (either individually or jointly with others) and apply the proceeds to the discharge of Client’s obligations, set-off, net and recoup any obligations (whether physical or financial and whether or not then due) to Client against any obligations (whether physical or financial and whether or not then due) to, exercise all rights and remedies of a secured creditor in respect of all collateral in which has a security interest under the UCC (whether or not the UCC is otherwise applicable in the relevant jurisdiction) or right of set-off, cover any open positions of Client (by buying in or borrowing securities or otherwise) and take such other actions as deems appropriate, provided that if applicable law would stay or otherwise impair the ability of to take any such action upon any such bankruptcy, reorganization, insolvency or similar proceeding, will be deemed to have taken such action with respect to the cancellation, termination, acceleration, liquidation and/or close-out of transactions, and the application of appropriate set-offs, and if and to the extent deems it appropriate, the sale or disposition of securities or other property of Client, the exercise of rights of a secured creditor, and the application of proceeds immediately prior to such bankruptcy, reorganization, insolvency or similar proceeding. Client shall remain liable for any deficiency and shall promptly reimburse for any loss or expense incurred thereby, including losses sustained by reason of an inability to borrow any securities or other property sold for Client’s Account. Client agrees to immediately notify upon the occurrence of a Close-Out Event, but the failure to provide such notice shall not prejudice ’right to determine that a Close-Out Event has occurred.

6. Interest, Fees. Client agrees to pay interest charges which may be imposed by in accordance with ’s usual custom, with respect to late payments in conjunction with any transaction, including for securities purchased, in Client’s Account and prepayments in Client’s Account (i.e., the crediting of the proceeds of sale prior to settlement date or prior to receipt by of the item sold in good deliverable form). Client acknowledges receipt of the attached supplement entitled “Interest Charges and Margin Requirements Disclosure Statement” and a side rate letter, if applicable, and agrees to be bound thereby. Client agrees to pay promptly any amount which may become due in order to meet requests for additional deposits or marks to market with respect to any transactions including unissued securities purchased or sold by Client. Client agrees to pay promptly any custody or other fees which may be imposed by with respect to the account. Client authorizes to automatically debit Client’s Account in payment of any charges posted to the Account. Except as required by applicable law, each payment by Client, and all deliveries of margin or collateral, under this New Account Agreement shall be made, and the value of any margin or collateral shall be calculated, without withholding or deducting any taxes, levies, imposts, duties, charges, assessments or fees of any nature, including interest, penalties and additions thereto that are imposed by any taxing authority (“Taxes”). If any Taxes are required to be withheld or deducted, Client shall pay such additional amounts as necessary to ensure that the actual net amount received by is equal to the amount that would have received had no such withholding or deduction been required. With respect to payments by to Client under this New Account Agreement, Client will provide with any forms or documentation reasonably requested by in order to reduce or eliminate withholding tax thereon. is hereby authorized to withhold Taxes from any payment made hereunder and remit such Taxes to the relevant taxing authorities to the extent required by applicable law.

7. Orders. Except as provided in the next sentence, the giving of each sell order by Client shall constitute a designation of the sale as “long” and

G. New Account Agreement

a certification that the securities to be sold are owned by Client and, if such securities are not in ’s possession, the placing of such order shall constitute a warranty and covenant by Client that Client shall deliver such securities to on or before settlement date. If Client maintains a margin account, Client agrees to designate all sell orders as “long”, “short”, or “short exempt”. Client agrees that may cancel or “buy-in” any sell order, if such securities are not in the Account, are not timely delivered or are not in “good deliverable form.” In a “buy-in,” the party that failed to deliver the securities, or failed to deliver the securities in good deliverable form, is accountable for any resulting losses or expenses. See Section 11 below regarding “mandatory close-outs.” Prior to placing an order for the sale or transfer of any securities subject to Rule 144 or Rule 145(d) or Regulation S under the Securities Act of 1933 or any other rule relating to restricted or control securities or securities that are otherwise contractually restricted (“Restricted Securities”), Client agrees that it will advise of the status of the securities and furnish with the necessary documents (including opinions of legal counsel, if so requests) to satisfy legal transfer requirements. Restricted Securities may not be sold or transferred until they satisfy legal transfer requirements. Client agrees that even if the necessary documents are furnished in a timely manner, there may be delays in the processing of Restricted Securities, which may result in delays in the delivery of securities and the crediting of cash to Client’s Account. Client is responsible for any delays, expenses and losses associated with compliance or failure to comply with all of the requirements and rules relating to Restricted Securities, and agrees to hold harmless in connection therewith.

Client acknowledges that when Client or sends an order for Client’s Account to an Exchange for execution, such order may be matched with a bid or offer by affiliated entities of that are specialists, market-makers and traders of these products on exchanges and in other marketplaces. Client hereby consents to the execution of all or part of Client’s orders with such entities.

8. Orders, Recommendations, Average Price Trades. Client acknowledges that, on occasion, may not be in a position to make a recommendation or render an opinion with respect to any security. Client acknowledges that may, in its sole discretion and without prior notice to Client, refuse to accept or execute any order from Client and, in such case, shall endeavor to give Client notice of such refusal as soon as practical. Client agrees that, in its sole discretion, may, but is not required to combine or “bunch” orders for Client’s account with orders for other clients’ accounts or accounts in which has beneficial interest and allocate the securities as proceeds acquired among the participating accounts in a manner that believes is fair and equitable, and/or in accordance with directions of Client’s agents, if applicable. In addition, there may be circumstances in which does not obtain the same price or execution for all of Client’s order or for the bunched order described above. In either event, Client will receive an average price for these transactions, unless Client’s agent otherwise instructs. Client agrees that the confirmation price for such transactions will reference an average price execution and that details will be furnished upon request.

Client acknowledges that, unless has expressly agreed in writing otherwise, is acting in the capacity of Client’s broker or dealer in connection with any transaction executed for or with Client’s Account and not as a financial adviser or a fiduciary, and no advice provided by has formed or shall form a primary basis for any investment decision by or on behalf of Client. may make available certain information about securities and investment strategies, including its own research reports and market commentaries as well as materials prepared by others. None of this information is personalized or in any way tailored to reflect Client’s personal financial circumstances or investment objectives and the securities or investment strategies discussed might not be suitable for Client. Therefore, Client should not view the fact that is making this information available as a recommendation to Client of any particular security or investment strategy. To the extent that Client’s transactions differ from a specific recommendation made by, if any, to Client with respect to the security, size, price and timing of a recommended transaction, or to the extent there have been variations in the facts relevant to the transaction, Client agrees that has no responsibility for determining the suitability of these transactions to Client.

9. Information, Reports, Statements, Communications. Client will promptly furnish to any information (including financial information) about Client upon request. Client represents (which representation shall be deemed repeated on each date on which this New Account Agreement is in effect) that Client’s financial statements or similar documents previously or hereafter provided to (i) do or will fairly present the financial condition of Client as of the date of such financial statements and the results of its operations for the period for which such financial statements are applicable, (ii) have been prepared in accordance with generally accepted account principles consistently applied and, (iii) if audited, have been certified without reservation by a firm of independent public accountants.

Reports or confirmations of the execution of orders and statements of Client’s Account shall be conclusive if not objected to in writing within ten (10) days after forwarding by to Client by mail, web-reporting or otherwise.

Communications mailed, electronically transmitted or otherwise sent to Client at the address specified in records shall, until has received notice in writing of a different address and has updated its records (which update may take up to three (3) business days after receipt), be deemed to have been forwarded by when sent and the Client waives all claims resulting from failure to receive such communications.

10. Custodial Arrangements. If acts as custodian for the securities and other property in Client’s Account, is authorized to register such securities and other property in the name of, or any nominee, including sub-custodians, or cause such securities and other property to be registered in the name of, or in the name of the nominee of, a recognized depository or clearing organization. Client understands that when holds on Client’s behalf bonds or preferred stocks that are callable in part by the issuer, such securities will be subject to an impartial lottery allocation system in which the probability of Client’s securities being selected as called is proportional to the holdings of all clients of such securities held in bulk by or for. Client further understands that will withdraw such securities from any depository prior to the first date on which such securities may be called unless such depository has adopted an impartial lottery system which is applicable to all participants. is authorized to withdraw securities sold or otherwise disposed of, and to credit Client’s Account with the proceeds thereof or make such other disposition thereof as Client may direct. is further authorized to collect all income and other payments which may become due on Client’s securities, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Client that although will use reasonable efforts to effect the authorization set forth in the preceding sentence, will incur no liability for its failure to do so. is subject to Exchange rules and regulations that may require it to forward to its clients certain written materials relating to the securities and other property in such client’s account (including proxy materials). Except as otherwise required by these rules and regulations, is not otherwise responsible for obtaining, notifying Client of its receipt of, or forwarding to Client, any written materials relating to the securities and other property in Client’s Account.

Under SEC Rule 15c3-3, is required to obtain and, thereafter, to maintain possession or control of customer fully-paid securities and excess margin securities, as such terms are defined in that rule. If determines that it does not have sufficient securities under its possession or control as required (such a condition is referred to as a segregation deficiency), it is required by that rule to take certain steps to obtain possession or control, including, without limitation, recalling securities from loans, and is permitted the period of time set forth in that rule in which to obtain possession or control. To the extent that has a segregation deficiency in shares over a record date for a vote, dividend or other corporate action or distribution, will allocate such deficiency to either (a) the client(s) to whom such a deficiency is attributed (if any); or (b) if the deficiency cannot practically be attributed to any particular customer, will allocate such deficiency to its customers using a random impartial lottery. Client understands and agrees that may change its allocation method at any time. The customers to whom such deficiency is allocated will be unable to vote or give consent in respect of such corporate action.

11. Locates of Borrowable Securities. Subject to certain limited exceptions, before executing a short sale, a broker-dealer is required to make an “affirmative determination” as to whether the broker-dealer will receive delivery of the security from the customer or the securities can be borrowed by the settlement date. This process is commonly referred to as “obtaining a locate.” If a sufficient quantity of securities is not available from the broker-dealer’s inventory, the broker-dealer may, among other things, contact third-party lenders to ascertain whether they have securities available for lending. If a sufficient quantity of securities appears borrowable, the broker-dealer may proceed to execute the short sale on behalf of its customer. A locate is simply an indication that, as of the time the locate is obtained, it appears that securities will be available for borrowing on the settlement date. A locate is not a guarantee that securities will actually be available for lending and delivery on the settlement date or that the lender will not thereafter require the return of the borrowed securities at any time. If the securities are not available for borrowing for any reason by the settlement date, Client, as the seller, will “fail to deliver” to the purchaser. A purchaser or securities lender may, in addition to other remedies and at any time after the giving of any required notice, buy-in the securities that were not timely delivered and Client will be responsible for all losses and costs of the buy-in. If (i) executes a short sale of any securities on behalf of Client, (ii) is responsible for settling a short sale on behalf of Client that was executed at another firm,

G-2

G. New Account Agreement

or (iii) if Client fails to deliver any securities it has sold in a long sale, is authorized to borrow the securities necessary to enable to make delivery. Client agrees to be responsible for any cost or loss may incur in sourcing and maintaining the borrow, or the cost may incur in obtaining the securities if is unable to borrow such securities. Client hereby appoints as its agent to complete all such transactions and authorizes to make advances and expend monies as are required. In respect of short positions maintained by Client over a corporate action record date, will, on the relevant payment date for such corporate action, if any, charge Client’s Account for money or property equal in value to the cost of such corporate action attributable to Client’s short position, including the costs of any lost tax benefits for the lenders. Client acknowledges that may source a borrow of securities from its own proprietary accounts or from customer margin shares. Client is ultimately responsible for the delivery of securities on the settlement date, the consequences of a failure to deliver, the timely return of securities borrowed on Client’s behalf, and all costs associated with such borrowings, including costs relating to any corporate actions.

12. Mandatory Close-Out & Pre-borrow Requirement. Regulations applicable to mandate that close-out sale transactions in certain equity securities for which delivery has not occurred within the period prescribed by the regulations after the normal settlement date. The close-out is to be effected by purchasing in the market securities of like kind and quantity for which delivery is owed. Any loss arising from this close-out will be for the account of the customer whose positions are closed out. A list of securities subject to this mandatory close-out requirement is or will be published by U.S. exchanges and U.S. securities associations for the securities that trade on that exchange or association.

If such failing to deliver transactions are not closed out, regulations applicable to, upon their effective date, will mandate that, until such failing to deliver transactions are closed out, (i) not accept short sale orders for those accounts determined by to have contributed to the fail unless or the Client has entered into a bona-fide arrangement to borrow the securities; or (ii) impose a “pre-borrow” requirement on all short sale orders for the firm’s or any client’s account.

To the extent that effects a close-out transaction by buying-in shares as described above, it will allocate the shares so acquired to those of its clients maintaining short positions on a pro-rata basis. Such allocation methodology is subject to change at any time in sole discretion based on individual facts and circumstances, provided that, in no case will any client who obtained a “locate” from for such shares be allocated more than its pro-rata shares of the buy-in.

13. Close-Out or Liquidation of Listed Option Positions. In addition to the rights granted to under this New Account Agreement and any other agreement between and Client, Client expressly authorizes to liquidate or close-out any of Client’s listed option positions, without notice to Client and without Client’s prior consent, in sole and absolute discretion, (i) if and when Client’s open positions exceed applicable position limits so as to reduce such open positions to a level that is in compliance with such limits, or (ii) upon the occurrence of a Close-Out Event. Client will bear and be solely responsible for any losses associated with such a reduction or liquidation.

14. Buy-in of Government Securities. Regulations issued under the Government Securities Act of 1986 require to initiate buy-in procedures for mortgage-backed securities that have been purchased for Client and that remain in a fail-to-receive status for more than 60 calendar days (referred to below as “fully paid fails”). Mandatory buy-ins are also required to complete a sale by Client (referred to below as “sell order fails”) of government securities which have not been received from Client within 30 calendar days after the settlement date (or in the case of mortgage-backed securities, 60 calendar days after settlement date). The Bond Market Association Buy-in Procedures for Mortgage Backed Securities and the Bond Market Association Buy-in Procedures for Government Securities permit the use of alternatives other than purchasing securities (e.g., securities may be borrowed, substituted or bought back) in closing out fully paid fails and sell order fails and also provide an exemption for short sales.

15. Additional Listed Options Provisions; Options “Style,” Exercise Assignment Notices. If Client trades listed option contracts, Client is aware of and agrees to be bound by all laws and rules applicable to the trading of option contracts. In particular, Client, either acting alone or in concert with others, agrees not to violate directly or indirectly (through as broker or otherwise), or contribute to the violation of the position or exercise limits of the Exchanges, which limits can be obtained by contacting a sales representative. Client acknowledges that the “style” of an option refers generally to when that option is exercisable. Specifically, (i) an “American-style” option is an option that may be exercised at any time (i.e., on a business day in which the option Exchange on which the option trades is open for trading) prior to its expiration, (ii) a “European-style” option is an option that may be exercised only on a specified exercise date (or expiration date) or during a specified time period before the option expires, and (iii) a “capped” option is an option that is automatically exercised prior to expiration if the market or Exchange on which the option trades determines that the value of the underlying interest at a specified time has reached the “cap price” for the option. Client understands that exercise assignment notices for option contracts are allocated among customer short positions pursuant to an automated procedure that randomly selects from among all customer short option positions, including positions established on the day of assignment, those contracts which are subject to exercise. Client understands and agrees that may change its allocation method at any time. Client further understands that all short positions in “American-style” options are liable for assignment at any time. A more detailed description of this random allocation procedure is available upon request.

16. Termination. Each party agrees that the Accounts maintained hereunder may be terminated by either party at any time effective upon the giving of notice of such termination to the other party. All applicable provisions will survive the termination of the Accounts and this New Account Agreement. Without limiting the foregoing, upon any such termination, the provisions of this New Account Agreement shall remain in effect with respect to all securities and other property then held in such Accounts, all assets subject to the security interest hereunder, and all transactions and agreements then outstanding between Client and.

17. Power and Authority. Client (and each person acting on the Client’s behalf) represents and warrants that it has all necessary power and authority to execute and perform this Agreement and that the execution and performance of this Agreement will not cause it to violate any provisions in its charter, by-laws, partnership agreement, trust agreement or other constituent agreement or instrument, and that neither this Agreement nor any transaction entered into or contemplated hereunder will violate any applicable law, rule, regulation or constitutional provision (including, without limitation, any provision of ERISA, Section 4975 of Code or any tax “qualification” rule under the Code). Client further represents and warrants that this Agreement, as amended from time to time, is a legal, valid and binding obligation, enforceable against Client in accordance with its terms. Each of the persons executing this Agreement on Client’s behalf represents that he or she acting alone has full power and authority to deal with on Client’s behalf without notice to Client or any other undersigned person. Client agrees that will be entitled to act upon the instructions of any officer, director or employee of the Client having actual or apparent authority to act on behalf of the Client.

18. Notice of Bankruptcy, Insolvency, Reorganization, Dissolution, Termination, Incompetence & Death. In the event of any change which affects the manner in which the securities and other property in the Account is held (including, as applicable and without limitation, the death, resignation or incompetence of a joint owner or general partner or the bankruptcy, insolvency, reorganization, or dissolution of Client or other similar event that affects Client’s legal standing), Client shall immediately give written notice thereof and, in addition to the actions permitted under this New Account Agreement and any other agreements relating to Client’s Account, is authorized to take such action, require such documents and tax waivers, and retain such portion of or restrict transactions in the Account, all as may deem advisable.

19. Margin. If Client maintains a margin account, Client represents and warrants to that Client has had an opportunity to discuss with the risks associated with the use of margin and that the use of margin is consistent with Client’s investment objectives. Client agrees to maintain margins for Client’s Account as may require from time to time. Client agrees to promptly satisfy all margin and maintenance calls, pay interest charges which are imposed, in accordance with usual custom, with respect to Client’s Account and to pay on demand any debit balance owing with respect to Client’s Account. Client agrees that securities and other property in Client’s Account may be carried in general loans and may be pledged, repledged, hypothecated, rehypothecated, sold, lent or otherwise transferred or used separately or in common with other securities and any other property for the sums due to thereon or for a greater sum. Client understands (1) that might not retain in its possession or control for delivery a like amount of similar securities or other property and (2) that certain rights of ownership, including the right to vote such securities, may be transferred to or by to others. Client agrees that may, in its sole discretion, transfer securities held in Client’s other Accounts with, including Client’s cash account, to Client’s margin account. Any securities so transferred may be used by as provided in this New Account Agreement. Client understands that notwithstanding a general policy of giving clients notice of a margin deficiency, is not obligated to request additional margin from Client, and that there may be circumstances where will liquidate securities in the Account without notice to Client in accordance with Section 5 of this New Account Agreement.

20. Use of Name. Client agrees not to use name for any purpose without prior written consent, including, but not limited to, in any advertisement, publication or offering material.

G-3

G. New Account Agreement

21. Background Check. Client authorizes and any agent or service provider to use, verify and confirm any of the information that Client or its agent provides, including obtaining reports concerning Client’s (and its principals’) background, credit standing and business conduct and to share all such information with their successors, assigns, agents and service providers to determine Client’s eligibility for an Account or any feature or otherwise. Upon Client’s written request, will inform Client whether has obtained credit reports, and, if so, will provide Client with the name and address of the reporting agency that furnished the reports. Client agrees that, without notifying Client, may request a new credit report in connection with any review, extension, or renewal of the Account. Client further agrees that may submit information reflecting on Client’s credit record to a credit reporting agency. Client authorizes to share with its affiliates credit bureau information, information contained in Client’s application to open an Account, information obtained from third parties and similar information, or to use such information consistent with privacy policy.

22. Disclaimer of Liability; Indemnification. Except as otherwise provided by law, no entity shall be liable for any expense, losses, damages, liabilities, demands, charges, claims, penalties, fines and excise taxes of any kind or nature (including legal expenses and reasonable attorneys’ fees) (“Losses”) by or with respect to any matters pertaining to the Account, except to the extent that such Losses are actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from such entity’s gross negligence or willful misconduct. In addition, Client agrees that shall have no liability for, and agrees to indemnify and hold harmless from, all Losses that result from: (a) Client’s or its agent’s misrepresentation, act or omission or alleged misrepresentation, act or omission, (b) following Client’s or its agent’s directions or failing to follow Client’s or its agent’s unlawful or unreasonable directions, (c) any activities or services of in connection with the Account or otherwise (including, without limitation, any technology services, reporting, trading, research or capital introduction services) and (d) the failure by any person not controlled by to perform any obligations to Client.

Client consents to the use of automated systems or service bureaus by in conjunction with Client’s Account with, including, but not limited to, automated order entry and execution, recordkeeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). Client understands that the use of Automated Systems entails risks, such as interruption or delays of service, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense or liability to Client. Client understands and agrees that will have no liability whatsoever for any claim, loss, cost, expense, damage or liability of Client arising out of or relating to a System Failure. Client also agrees that will have no responsibility or liability to Client in connection with the performance or non-performance by any Exchange, market, clearing organization, clearing firm or other third party (including banks) of its or their obligations relative to any securities or other property of Client. Client agrees that will have no liability to Client or to third parties, or responsibility whatsoever, for: (a) Losses resulting from a cause over which does not have direct control, including the failure of mechanical equipment, unauthorized access, theft, operator errors, government restrictions, force majeure (i.e., earthquake, flood, severe or extraordinary weather conditions, or other act of God, fire, war, insurrection, riot, labor dispute, strike, or similar problems, accident, action of government, communications, power failure or equipment or software malfunction), Exchange or market rulings or suspension of trading, (b) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that Client may incur in connection with Client’s use of the brokerage and other services provided by under this New Account Agreement.

23. Entire Agreement. This New Account Agreement and all related documentation hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this New Account Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by either party hereto. The rights and remedies set forth in this New Account Agreement are intended to be cumulative and not exclusive. Neither this New Account Agreement nor any provision hereof is intended to confer upon any person other than the parties hereto any rights or remedies hereunder. If any provision of this New Account Agreement is held to be invalid, void or unenforceable by reason of any law or legal process, that determination will not affect the validity of the remaining provisions of this New Account Agreement.

24. Governing Law, Successor and Assigns, Waiver. This New Account Agreement and its enforcement, and each transaction entered into hereunder and all matters arising in connection with this New Account Agreement and transactions hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its choice of law doctrine, and its provisions shall cover individually and collectively all Accounts which Client may maintain with, provided, however, this shall not otherwise limit from exercising rights available under any other agreement or by operation of law or otherwise. Client understands that federal and state laws, and the rules and regulations of Exchanges and self-regulatory organizations, are subject to change, and therefore may be required to change its procedures to conform to applicable law. This New Account Agreement is binding upon and inures to the benefit of, Client and our respective legal representatives, successors and permitted assigns. Neither nor Client may assign its rights or delegate its obligations under this New Account Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment and delegation by of all of rights and obligations hereunder to any affiliate or successor, which may be undertaken without giving Client notice. Notwithstanding the foregoing, any actions taken by or authorized to be taken by under this New Account Agreement may be taken by or through the use of agents of including, and any actions taken by or authorized to be taken by under this New Account Agreement may be taken by or through the use of agents of. No waiver of any provision of this New Account Agreement shall be deemed a waiver of any other provision, or a continuing waiver of the provision or provisions so waived. All waivers and modifications must be in writing. Any purported assignment in violation of this Section 24 will be void.

25. ERISA. If part or all of the assets of Client constitute the assets of an employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”) by reason of Department of Labor Regulation Section 2510.3-101, Client represents and warrants on each day during the life of this New Account Agreement and any transactions entered into hereunder, both in its individual and fiduciary capacities that: (i) no transaction engaged in by Client will constitute a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA; (ii) Client’s investment manager will be eligible to act as a “qualified professional asset manager” within the meaning of Department of Labor Prohibited Transaction Class Exemption 84-14 with respect to Client and each employee benefit plan the assets of which constitute the assets of Client; (iii) Client’s investment manager will at all times meet the requirements of Section 412 of ERISA; (iv) neither this New Account Agreement nor any transaction entered into or contemplated hereunder will violate any applicable law, rule, regulation or constitutional provision applicable to Client, and (v) has not provided nor will provide any advice that has constituted or will constitute a primary basis of any investment decision by Client, and is not nor shall become a fiduciary with respect to Client by reason of its services provided hereunder.

26. Arbitration. This New Account Agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:

(a) All parties to this New Account Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

(b) Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

(c) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(d) The arbitrators do not have to explain the reason(s) for their award.

(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry, unless Client is a member of the organization sponsoring the arbitration facility, in which case all arbitrators may be affiliated with the securities industry.

(f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

(g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this New Account Agreement.

Client agrees that any and all controversies that may arise between Client and, including, but not limited to, those arising out of or relating to the transactions contemplated hereby, the Accounts established hereunder, any activity or claim related to Client’s Accounts or the construction, performance, or breach of this New Account Agreement or any other agreement between Client and

G-4

G. New Account Agreement

shall be determined by arbitration conducted before The New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute Resolution (“NASD-DR”), or, if the NYSE and NASD-DR decline to hear the matter, before the American Arbitration Association, in accordance with their arbitration rules then in force. The award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) Client is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this New Account Agreement except to the extent stated herein.

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H. Third-Party Agent Supplement and Authorization

This Third-Party Agent Supplement and Authorization (the “Agent Supplement”) contains the terms under which the Entity appoints and authorizes the agent designated in the New Account Application and Agreement for Entities to do certain things in connection with Client’s account. This Agent Supplement is part of Client’s New Account Agreement. Unless otherwise defined in this Agent Supplement, terms used but not defined herein have the meaning ascribed to them in Client’s New Account Agreement. In the event that any provision of this Agent Supplement conflicts or is inconsistent with any provision of Client’s New Account Agreement, this Agent Supplement shall control for matters related to this Agent Supplement.

1. Appointment of Agent. Client hereby authorizes the person or entity designated in the New Account Application and Agreement for Entities as its agent and attorney-in-fact (“Agent”) to purchase, invest in, or otherwise acquire, exchange, transfer, borrow, lend, sell or otherwise dispose of and generally deal in and with, any and all forms of securities, security futures, swap agreements and/or security-based swap agreements, and foreign currency, including, but not limited to, shares, stocks, listed or over-the-counter options and/or futures or options on futures, security futures contracts or options on security futures contracts, forwards, swaps, contracts for differences and any other listed or over-the-counter derivative contract, bonds, debentures, notes, scrip, evidences of indebtedness, participation certificates, mortgages, mortgage-backed and asset-backed securities, contracts, certificates of deposit, commercial paper, “when-issued” securities, subscription rights, warrants, other derivative transactions and securities, and certificates of interest of any and every kind and nature whatsoever as well as any other instrument or interest generally regarded as an investment, secured or unsecured, whether represented by certificate or otherwise and, entering into repurchase and reverse repurchase agreements and securities lending transactions and secured loans (including entering into margin transactions and short sales, if a margin account for Client has been applied for and approved by) in accordance with terms and conditions for Client’s account or accounts (collectively, the “Account”) on books. Client also authorizes Agent to receive, on Client’s behalf, prospectuses and other offering documents, confirmations, account statements, notices and other communications related to the Account. Client acknowledges and agrees that it is responsible for investigating and selecting the Agent, that the Agent is not affiliated with or employed or controlled by, and that is not responsible for and has no duty to review, monitor or supervise the Agent’s exercise of the powers granted to it. Client hereby agrees to indemnify and hold harmless from and to pay promptly on demand any and all Losses arising from any breach of the Agent Supplement or Agent’s acts or omissions to act in relation to Client’s Account.

In all matters and things aforementioned, as well as in all other things necessary or incidental to the furtherance or conduct of the Account, is authorized to follow the instructions of the Agent (including any officers, directors, employees and agents having actual or apparent authority to act for the Agent) in every respect (including instructions to provide information about Client and the Account to third parties) and he or she or it (as the case may be) is authorized to act for Client and on Client’s behalf in the same manner and with the same force and effect as Client might or could do with respect to the Account. Client hereby ratifies and confirms any and all transactions with heretofore or hereafter made by the Agent for the Account, and waives notification to such Client of any of the aforementioned transactions and the delivery of any statements, notices or demands pertaining thereto. Client additionally authorizes the Agent to appoint any other person to do any and all of the things which said Agent is authorized to do hereunder. This authorization and indemnity: (a) is a continuing one and shall remain in full force and effect until a Managing Director or an officer of has received and had reasonable time to act on written notice of the revocation thereof by Client and such revocation shall cancel all outstanding unexecuted orders which can be cancelled, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation; (b) shall inure to the benefit of and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever, and of the assigns of or any successor firm; and (c) is in addition to (and in no way limits or restricts) any of the provisions of or the rights which may have under any other agreement or agreements between and Client relating to the Account.

Client agrees to and hereby does indemnify and hold harmless from any Losses arising which might sustain or which might be incurred by or imposed upon by reason of any action, instruction or transaction with Client’s Agent relating to the Account prior to receipt, with a reasonable time to act, of written notice of the revocation of the authority granted herein.

If the Client has checked the box next to the heading “Trade and Broad Authority to Move Assets” in Section C.1 of the New Account Application and Agreement For Entities, the Agent will also have the powers outlined in the next paragraph.

In addition to the foregoing authorization, is also authorized to make deliveries of securities and other property and payment of funds to the Agent or as he, she or it (as the case may be) may order and direct, and pursuant to such order or direction may transfer any securities or other property in the Account into the name of the Agent individually or any other person and deliver the same to the Agent individually or on his, her or its (as the case may be) order in that form or in bearer form and may pay and deliver to the Agent or on his, her or its (as the case may be) order any cash or check or funds in the name of the Agent individually or in the name of any other person, and may accept any such securities, other property or funds for the individual account of the Agent or any other person.

2. Acceptance by Agent; Agent’s Undertakings. Agent accepts its appointment under the Third-Party Agent Authorization located in Section C.1 of the Application and this Agent Supplement (the “Authorization”). Agent will exercise the powers granted in the Authorization for the benefit of Client and with the care, skill, prudence and diligence under the circumstances that a prudent person acting in a like capacity would use. Agent agrees not to give or transmit any instruction concerning the Account that Agent knows or believes does not comply with the Authorization or Agent’s obligations, or if Agent knows or has reason to know that the Authorization has been revoked, terminated or suspended, in whole or in part, or is no longer valid for any reason. Agent represents and warrants that Agent possesses the sophistication, expertise and knowledge (including knowledge of Client’s financial position and investment objectives) necessary to fulfill Agent’s obligations hereunder and under the Authorization, and Agent acknowledges that, unless has expressly agreed otherwise in writing, is acting in the capacity of broker in connection with any transaction executed for Client’s Account and not as a financial adviser or a fiduciary, and no advice provided by has formed or shall form a primary basis for any investment decision by or on behalf of Client. Agent agrees to and hereby does indemnify and hold harmless from any Losses that Agent might sustain or that might be incurred by or imposed on by reason of Agent’s acts or omissions in relation to the Account or any breach of this Agent Supplement. Agent’s indemnification obligations hereunder will survive the revocation or termination of the Authorization or of this Agent Supplement. Agent represents and warrants that Agent is registered as an investment adviser under federal or state law or is not required to be so registered and that, unless Agent notifies to the contrary in writing, Agent does not have a beneficial interest in Client’s Account. In performing Agent’s obligations under the Authorization, Agent will not be an employee, agent or representative of and nothing hereunder creates a joint venture, partnership, franchise or agency relationship between Agent and.

3. Certain Provisions Related to Retirement Plans. If Client is a retirement plan or account or is an entity, the assets of which are deemed to constitute the asset of any retirement plan under applicable law, Agent represents and warrants that: (i) it is a “Qualified Professional Asset Manager,” as defined in Department of Labor Prohibited Transaction Class Exemption 84-14, as amended (“PTCE 84-14”); (ii) each transaction it directs to take on behalf of Client will be permitted under the terms of the documents governing the plan (or plans) and, to the extent otherwise prohibited, will be exempt from the provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Internal Revenue Code of 1986 (the “Code”) by reason of PTCE 84-14 or another available exemption; (iii) Agent is familiar with the requirements of ERISA (if applicable) as they relate to Client, each employee benefit plan the assets of which constitute the assets of Client and to itself, and with the requirements of any applicable state or other laws (including any requirements for “qualification” under the Code or other applicable tax law), and will direct with respect to a transaction only if and to the extent it determines that such transaction complies with such requirements; (iv) Agent is an investment adviser described in Department of Labor Regulation Section 2550.404b-1(a)(2)(i)(C) and, if and to the extent the indicia of ownership of any of the assets of Client are held outside of the jurisdiction of the district courts of the United States, Client will meet the requirements of Section 404(b) of ERISA by reason of Department of Labor Regulation Section 2550.404b-1(a)(2)(i); and (v) has not provided and will not provide any advice that constitutes or shall constitute a primary basis for any investment decision on behalf of Client. Agent agrees that any assets pledged as collateral by Client in connection with any transaction entered into under this Authorization will not constitute “plan assets” under ERISA or Section 4975 of the Code. In addition to the foregoing, Agent and Client each represent that, with respect to any distribution directed with respect to Client relating to any payment, disbursement or other transaction not effected under any transaction hereunder (including, without limitation, any distribution to any participant or beneficiary of any plan or payment for services rendered with respect to any such plan) such directed distribution will be effected in accordance with all applicable terms governing such plan and all applicable laws (including ERISA and the Code) and neither nor any of its affiliates will have any other responsibility or liability with respect to

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H. Third-Party Agent Supplement and Authorization

such distribution or transaction, including, without limitation, with respect to any tax withholding or reporting as may otherwise be required by law.

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I. Prime Brokerage Supplement

This Supplement (the “Prime Brokerage Supplement”) is part of Client’s New Account Agreement. Unless otherwise defined in this Prime Brokerage Supplement, terms used but not defined herein have the meaning ascribed to them in Client’s New Account Agreement.

Client maintains brokerage accounts with a number of other brokers and may, from time to time, place orders to be executed by one or more of these brokers designating as Client’s prime broker in accordance with the letter dated January 25, 1994 from the Division of Market Regulation of the Securities and Exchange Commission (the “No-Action Letter”). Subject to the terms and conditions set forth herein, agrees to act as prime broker for Client and to perform certain settlement and clearance services in connection with such transactions (“Prime Brokerage Transactions”). This Prime Brokerage Supplement sets forth certain additional terms and conditions under which will perform services for Client relating to Prime Brokerage Transactions. In the event that any provision of this Prime Brokerage Supplement conflicts or is inconsistent with any provision of Client’s New Account Agreement, this Prime Brokerage Supplement shall control for Prime Brokerage Transactions.

1. Applicable Transactions; Limitations. The terms of this Prime Brokerage Supplement shall apply only to Prime Brokerage Transactions executed by Client in the accounts and with the brokers set forth in the New Account Application. Such brokers will either be self-clearing executing brokers or Client will indicate on the New Account Application the name of the firm clearing for Client’s introducing broker. In either case, the clearing firm is referred to herein as the “Executing Broker”. Client and may each add to or delete from such list by notice to the other party, provided that no addition may be made without consent nor will any addition be effective until all documentation required or deemed necessary or appropriate by has been completed. The terms of this Prime Brokerage Supplement shall also apply only to Prime Brokerage Transactions in debt and equity securities cleared and settled through United States clearance and settlement systems and in such other securities and instruments as are otherwise specifically approved by for clearance for the purposes of being governed by the terms of this Prime Brokerage Supplement (all such securities and instruments, “Covered Securities”). It is expressly understood and agreed that, with respect to Prime Brokerage Transactions in non-Covered Securities, shall have no obligation to Client or to any third party to clear or settle trades executed by Client, and Client shall inform Executing Brokers in such Prime Brokerage Transactions that the Executing Broker must look only to Client for the settlement of such Prime Brokerage Transactions and the resolution of any claim or dispute relating thereto.

2. Client Acknowledgement. Client acknowledges that Prime Brokerage Transactions are subject to applicable laws and regulations and to the requirements of the No-Action Letter with respect to the provision of prime brokerage services, as the same may be amended, modified or supplemented from time to time. Client further acknowledges that will, as required by the No-Action Letter and applicable law, enter into contractual arrangements pertaining to Prime Brokerage Transactions for Client’s account (“Contractual Arrangements”) with the Executing Brokers identified on the list described above. Client acknowledges and agrees that shall have no suitability obligation to Client in connection with trades placed by Client or for Client by an investment adviser or other agent.

3. Accounts with Executing Brokers. Client shall not begin to effect Prime Brokerage Transactions with an Executing Broker until Client advises of its intent to do so and thereafter advises Client that and the Executing Broker have executed the appropriate Contractual Arrangements with respect thereto. Client understands and agrees that the Contractual Arrangements may affect dealings with Client in accordance with normal procedures. Client agrees to accept any restrictions or limitations affecting its account with (the “Account”) that may result from such Contractual Arrangements and dealings with Executing Brokers. reserves the right at any time to place a limit on the type or size of Prime Brokerage Transactions which may be effected by Client with Executing Brokers generally or with any particular Executing Broker. Client acknowledges that has not recommended or endorsed any Executing Brokers and shall not be responsible or liable for any acts or omissions of any Executing Broker or its employees. Client agrees that, as between and Client, any Losses resulting from any action or failure to take action by an Executing Broker or its agents or other third party with respect to Client or its Accounts, including, without limitation, the insolvency of any such party or the failure of any such party to fulfill its settlement obligations, will be borne solely by Client and Client agrees to indemnify and to hold harmless, in connection therewith.

4. Communications with Executing Brokers. Client understands and agrees that may be required by the No-Action Letter, applicable law or by the Contractual Arrangements, or that may otherwise deem it necessary or appropriate, to communicate information concerning Client and the Account to Executing Brokers. Such information may include: (i) whether the net equity in the Account falls below certain minimums set forth in the No-Action Letter; (ii) information regarding the allocation of Prime Brokerage Transactions to sub-accounts, if applicable; (iii) other matters requested by Executing Brokers, after consultation with Client; and (iv) such other information as may deem necessary or appropriate for own protection. Client hereby consents to, and agrees to hold harmless with respect to, the release to Executing Brokers of any and all information regarding Client and the Account in accordance with the foregoing.

5. Reporting of Trade Information; Affirmation and Settlement. Client agrees to notify (or cause to be notified by persons it has authorized in writing to do so), by 5:30 P.M. (Eastern Time) on any trade date, of the details of all Prime Brokerage Transactions effected by or on behalf of Client through Executing Brokers for such date. Client will supply with the following information to the extent known for each transaction: (a) Account Name; (b) Name of Executing Broker (and clearing broker, if different); (c) Security name, quantity and security symbol (or CUSIP number if no security symbol exists or is known); (d) Whether transaction is a buy, buy to cover, sell or sell short transaction; (e) Price per share or other unit (if a trade is to be reported on an average price basis, Client must compute the average price to four decimal places); (f) Exchange or other market where executed; (g) Commission rate; (h) Total execution and commission costs; (i) If an options transaction is involved, whether the transaction is an opening or closing transaction; (j) The trade date and settlement date; (k) For trades in non-U.S. markets, all other information required for to settle such trades; and (l) Settlement instructions.

Client understands and agrees that, subject to the provisions of this Prime Brokerage Supplement and internal policies and procedures, will affirm and settle transactions with an Executing Broker only to the extent that the information provided by such Executing Broker matches the trade information submitted to by Client. Client understands and agrees that may “DK” or otherwise decline to affirm and settle any and all trades as to which Client has not timely provided the foregoing information. If Client has provided information to that does not match the information provided to by the Executing Broker, and if time permits, will attempt to contact Client so that Client can reconcile the differences in the reported information. If such contact and reconciliation is not made, may, in sole discretion: (i) settle such Prime Brokerage Transactions on Client’s behalf if, in sole judgment, the differences between the Client report and the Executing Broker report are not material; or (ii) “DK” or otherwise decline to affirm and settle any such Prime Brokerage Transactions.

Client further understands and agrees that if is responsible for settling a short sale on behalf of Client, or if Client fails to deliver any securities it has sold in a long sale, is authorized to borrow or obtain the securities necessary to enable to make delivery. Client agrees to be responsible for any cost or loss may incur in sourcing and maintaining the borrow, or the cost may incur in obtaining the securities if is unable to borrow such securities. Client hereby appoints as its agent to complete all such transactions and authorizes to make advances and expend monies as are required.

Client expressly acknowledges and agrees that shall have no responsibility or liability with respect to trade data that is not received by in the manner provided above. Client further acknowledges that, under any of the circumstances described in Section 13 of this Prime Brokerage Supplement, may decline to settle Client’s Prime Brokerage Transactions. In any such case, will attempt to so advise Client and will “DK” or disaffirm such transaction or transactions in accordance with the terms of the No-Action Letter, the Contractual Arrangements, and applicable rules and procedures of any clearing agency registered pursuant to Section 17A of the Securities Exchange Act of 1934 (the “Exchange Act”) that has agreed to use with Client and its Executing Brokers. Under such circumstances, Client acknowledges that it will be obligated to settle the Prime Brokerage Transactions directly with the Executing Broker. Client understands that the Contractual Arrangements may limit discretion and require to disaffirm certain Prime Brokerage Transactions that would have otherwise agreed to effect, and Client agrees that shall be held harmless for complying with such Contractual Arrangements.

6. Confirmations. If Client has instructed Executing Brokers to send trade confirmations to the Client in care of, agrees that such confirmations will be made available to Client, without charge, upon its request. On the day following receipt of information from Client regarding any Prime Brokerage Transaction, agrees to send to Client a notification of each such trade based on the information supplied to by Client. Any trade notifications issued by as prime broker shall indicate the name of the Executing Broker involved and the other information required by the No-Action Letter, provided that shall have received such information in the manner and to the extent provided herein from Client. Client acknowledges that has requested that Client

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I. Prime Brokerage Supplement

supply with all information required by Rule 10b-10 under the Exchange Act with respect to each Prime Brokerage Transaction. Client understands and agrees that the notifications sent by will be based solely upon the information supplied by Client and that assumes no responsibility, and Client will hold harmless in connection therewith.

7. Status of Client. Client represents and warrants to that no one except Client has a direct beneficial interest in the Account. In the event that Client is represented by an investment advisor or other agent, Client acknowledges and agrees that such agent is authorized to instruct with respect to Client’s Prime Brokerage Transactions and shall have all powers necessary in connection therewith, including, without limitation, full access, personally or through its agents, to Client’s Account information through whatever medium may choose for transmitting such information pursuant to agreement with such agent. Client further acknowledges that Prime Brokerage Transactions authorized by such an agent may, at such agent’s instruction, be commingled with those of other clients of the agent for settlement as a single bulk trade with may be reported on an average price basis, and may later be allocated by such agent among such clients. Client agrees that shall in no event be responsible for making any determination relating to the suitability of any transaction for Client’s Account.

8. Minimum Net Equity. Client shall, at all times, maintain in the Account a minimum net equity with of that required in the No-Action Letter (or such greater amount as to which may from time to time inform Client). Client shall maintain such minimum net equity in cash or securities with a ready market and shall, upon request, promptly (but no later than within five (5) business days) restore such net equity if it should fall below such minimum. Client understands and agrees that failure to maintain a minimum net equity at least equal to that required by the No-Action Letter will require promptly to inform Executing Brokers that is no longer acting as prime broker for Client and that will “DK” or disaffirm any Prime Brokerage Transactions commenced thereafter by or on behalf of Client. In addition, Client acknowledges that failure to maintain a minimum net equity at least equal to that established by, will permit, in its sole discretion, to “DK” or disaffirm Prime Brokerage Transactions by or on behalf of Client.

9. Short Sales. Client agrees that no short sales will be effected by it through an Executing Broker unless a “locate” for such security has been obtained. If Client has arranged for to obtain such locate, shall have absolute discretion in the selection of sources to cover any short sales, including sourcing the securities from any other department within or from any affiliate. All short positions in Client’s Account will be marked-to-market daily.

10. Restricted Securities. Prior to instructing the delivery into Client’s Account (by purchase or otherwise) of Restricted Securities, Client agrees that it is responsible for ensuring that Client’s Account is eligible to receive such Restricted Securities. Additionally, prior to placing an order for the sale or transfer of any Restricted Securities, Client agrees that it will advise the relevant Executing Broker of the status of the securities and furnish such Executing Broker with the necessary documents (including opinions of legal counsel, if it so requests) to satisfy legal transfer requirements. These securities may not be sold or transferred until they satisfy legal transfer requirements. Client agrees that even if the necessary documents are furnished by it in a timely manner, there may be delays in the delivery of securities and the subsequent crediting of cash by to Client’s Account. Client is responsible for any delays, expenses, and losses associated with compliance or failure to comply with any and all of the requirements and rules relating to Restricted Securities and agrees to hold harmless in connection therewith.

11. Timely Settlement. Client agrees that it is responsible to for timely payment and delivery in connection with the settlement of all Prime Brokerage Transactions for which becomes responsible pursuant to the Contractual Arrangements. Client agrees to cooperate with in resolving disputes with Executing Brokers related to settlement of Prime Brokerage Transactions. Client will be responsible for any losses, claims and expenses, including those resulting from buy-ins or sell-outs of securities, resulting from failure to timely settle such transactions and will hold harmless in connection therewith.

12. Provisional Credits. Client understands and agrees that although may credit or debit Client’s account on or about the settlement date with respect to a transaction executed by an Executing Broker, such credit is conditional and may be reversed upon the failure of the Executing Broker’s delivery against payment or payment against delivery, as applicable. Any losses resulting from the Executing Broker’s failure to consummate any such transaction will, as between and Client, be borne solely by Client and shall have no responsibility or liability to Client or any third party with respect thereto.

13. Prime Broker Ceasing to Act. Client understands and agrees that may, at any time, cease to act as prime broker for Client’s account or may decline to affirm, clear and settle any Prime Brokerage Transaction or transactions effected by an Executing Broker on Client’s behalf. If does cease to act or so declines, will make reasonable efforts promptly to notify Client, but such notice shall not be a condition to ‘s right to cease to act as prime broker or to decline to affirm, clear or settle Prime Brokerage Transactions and shall incur no liability to Client or any third party for exercising such right. In any such case and in the case of any termination of this Prime Brokerage Supplement, Client understands and agrees that Client must settle outstanding trades that have been “DK’d” or disaffirmed and all future trades (in the event this Prime Brokerage Supplement is terminated) directly with the Executing Broker.

14. Security. Client shall be responsible for safeguarding any testkeys, identification codes or other security devices which shall make available to Client, including any of the foregoing used to transmit instructions, and shall have no liability for any loss incurred by Client arising out of any failure or misuse of SWIFT, tested telex or any “on- line” system used to transmit instructions.

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EX-99.(D)(6)

Exhibit (d)(6)

EXECUTION COPY

AGREEMENT

          THIS AGREEMENT, dated as of this 5th day of November, 2008 (the “Agreement”), is by and among Wendy’s/Arby’s Group, Inc., a Delaware corporation (the “Company”), and Trian Partners, L.P., a Delaware limited partnership, Trian Partners Master Fund, L.P., a Cayman Islands limited partnership, Trian Partners Parallel Fund I, L.P., a Delaware limited partnership, and Trian Partners Parallel Fund II, L.P., a Delaware limited partnership (collectively, the “Stockholders”), Trian Fund Management, L.P., a Delaware limited partnership (the “Management Company”), the general partner of which is Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian GP”), Nelson Peltz, an individual and resident of the State of New York, Peter W. May, an individual and resident of the State of New York, and Edward P. Garden, an individual and resident of the State of Connecticut, who, together with Nelson Peltz and Peter W. May, are the members of Trian GP (the “Members”) (the Stockholders, the Management Company, Trian GP, the Members and their respective controlled affiliates and associates are hereinafter referred to collectively as the “Trian Group”).

          WHEREAS, the Stockholders have indicated their intention to commence a tender offer (the “Tender Offer”) to purchase up to 40,000,000 shares of the issued and outstanding shares of common stock of the Company (the “Common Stock”) at a price of $4.15 per share;

          WHEREAS, assuming that the Stockholders purchase the maximum number of shares of Common Stock in the Tender Offer, the Trian Group will, immediately upon consummation of the Tender Offer, Beneficially Own (as hereinafter defined) 19.6% of the Combined Voting Power (as hereinafter defined) of Company Voting Securities (as hereinafter defined);

          WHEREAS, the Independent Directors (as hereinafter defined) have agreed, at the recommendation of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), to grant the prior approval of the Independent Directors pursuant to Section 203(a)(1) of the General Corporation Law of the State of Delaware, such that the consummation of the Tender Offer by the Stockholders and the subsequent acquisition by the Trian Group or any Affiliate or Associate of the Trian Group of Beneficial Ownership of up to, but not more than, the Maximum Percentage (as hereinafter defined) of the Combined Voting Power of Company Voting Securities, shall not be subject to the restrictions set forth in Section 203 of the Delaware General Corporation Law, subject to the terms and conditions of this Agreement (the “203 Approval”);

          WHEREAS, the Independent Directors have approved the transactions contemplated by this Agreement upon the terms and conditions contained herein; and

          WHEREAS, the parties hereto believe that it is desirable to establish certain provisions with respect to the shares of Common Stock which may be acquired by, or which are currently held by, the Trian Group.

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          NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

          Capitalized terms used herein shall have the following meanings:

          “13D/G Group” shall mean two or more persons acting together for the purpose of acquiring, holding, voting or disposing of Company Voting Securities, which persons would be required under the Exchange Act to file a statement on Schedule 13D or 13G with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such person beneficially owned sufficient securities to require such a filing under the Exchange Act.

          “Affiliate” of any person shall mean any person directly or indirectly controlling, or controlled by such person or under common control with such person. For purposes of this Agreement, members of the Trian Group, on the one hand, and the Company (and its affiliates other than members of the Trian Group), on the other, shall not be deemed to be affiliates of each other.

          “Associate” shall mean, with respect to any Person, (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person. Notwithstanding the foregoing, no corporation or other entity in which a fund or account managed by the Management Company has an investment shall be deemed an “Associate” of any member of the Trian Group unless the aggregate investment by all such funds and accounts represents not less than 20% of any class of voting stock of such corporation or other entity.

          “Audit Committee” shall have the meaning set forth in the Recitals.

          “Beneficial Ownership” shall have the meaning ascribed to such term pursuant to Regulation 13D-G of the Exchange Act.

          “Beneficially Own” shall mean, with respect to any security, having direct or indirect (including through any subsidiary or affiliate) “beneficial ownership” of such security, as determined pursuant to Rule 13d-3 under the Exchange Act and “Beneficially Owned” shall have a corresponding meaning.

          “Combined Voting Power” shall mean, at any measurement date, the total number of votes of Company Voting Securities that could have been cast in an election of directors of the Company had a meeting of the stockholders of the Company been duly held based upon a record date as of the measurement date if all Company Voting

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Securities then outstanding and entitled to vote at such meeting were present and voted to the fullest extent possible at such meeting.

          “Common Stock” shall have the meaning set forth in the Recitals.

          “Company” shall have the meaning set forth in the Recitals.

          “Company Voting Securities” shall mean, collectively, Common Stock, any preferred stock of the Company that is entitled to vote generally for the election of directors, any other class or series of Company securities that is entitled to vote generally for the election of directors and any other securities, warrants or options or rights of any nature (whether or not issued by the Company) that are convertible into, exchangeable for, or exercisable for the purchase of, or otherwise give the holder thereof any rights in respect of, Common Stock, or any other class or series of Company securities that is entitled to vote generally for the election of directors.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “Group” shall mean a “group” as such term is used in Section 13(d)(3) of the Exchange Act.

          “Independent Director” shall mean a director of the Company who (i) is not an employee of the Company and (ii) is not an Affiliate or Associate of the Trian Group. Without limiting the foregoing, a director that is nominated by the Nominating and Corporate Governance Committee of the Company’s Board of Directors that is not an Affiliate or Associate of the Trian Group and that would be deemed “independent” under the applicable rules of the New York Stock Exchange shall be deemed to be an Independent Director.

          “Management Company” shall have the meaning set forth in the Recitals.

          “Maximum Percentage” shall mean 25% of the Combined Voting Power of Company Voting Securities.

          “Members” shall have the meaning set forth in the Recitals.

          “Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, joint venture, trust, unincorporated organization, other form of business, or legal entity or government authority.

          “SEC” shall mean the Securities and Exchange Commission.

          “Stockholders” shall have the meaning set forth in the Recitals.

          “Trian GP” shall have the meaning set forth in the Recitals.

          “Trian Group” shall have the meaning set forth in the Recitals.

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Section 2. Representations and Warranties.

                    2.1. The applicable members of the Trian Group represent and warrant to the Company as follows:

                              (a) Each of the Stockholders and the Management Company is a validly existing limited partnership under the laws of its jurisdiction of organization and has the full legal right, power and authority to enter into this Agreement and perform its obligations hereunder.

                              (b) Each of the Members is an individual having the full legal right, power and authority to enter into this Agreement and perform his respective obligations hereunder.

                              (c) This Agreement has been duly authorized, executed and delivered by each of the Stockholders, the Management Company and the Members and constitutes the legally valid and binding agreement of each of the Stockholders, the Management Company and the Members, enforceable against each of them in accordance with the terms hereof.

                              (d) Neither the execution and delivery of this Agreement by each of the Stockholders, the Management Company and the Members nor the performance of their respective obligations hereunder will conflict with or result in a breach of or constitute a default under any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or of any agreement or instrument to which any of the Stockholders, the Management Company or the Members is bound or affected or of any organizational documents of each of them.

                              (e) Except for 52,059,387 shares of Common Stock beneficially owned by the Trian Group as of the date hereof, no shares of Company Voting Securities are beneficially owned by any member of the Trian Group.

                              (f) Other than this Agreement, certain Pledge and Security Agreements entered into by each of Messrs. Peltz and May in favor of Bank of America, N.A., the Voting Agreement between Mr. Peltz and Mr. May, dated as of July 23, 2004, and the other agreements contemplated hereby, no member of the Trian Group has any agreement, arrangement or understanding with any other Person or Group who is not a member of the Trian Group with respect to acquiring, holding, voting or disposing of Company Voting Securities.

                    2.2. The Company represents and warrants to the Trian Group as follows:

                              (a) The Company is a validly existing corporation under the laws of the State of Delaware and has the power and authority to enter into this Agreement and perform its obligations hereunder.

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                              (b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legally valid and binding agreement of the Company, enforceable against the Company in accordance with the terms hereof.

                              (c) Neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will conflict with or result in a breach of or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or of any agreement or instrument to which the Company is bound or affected or of any organizational documents of the Company.

                              (d) The Company shall file with the SEC a Schedule 14D-9 within the time period prescribed by the rules of the SEC with respect to the Tender Offer and state therein that the Board of Directors of the Company is remaining neutral with respect to the Tender Offer.

Section 3. Covenants with Respect to Company Voting Securities.

                    3.1. Acquisition of Company Voting Securities.

                              (a) If any member of the Trian Group shall directly or indirectly acquire, offer to acquire, agree to acquire, become the Beneficial Owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either immediately or upon consummation of any such acquisition, agreement or other action, or upon the expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate Beneficial Ownership of Company Voting Securities by the Trian Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Voting Power of Company Voting Securities, then no member of the Trian Group nor any of their respective Affiliates or Associates shall be able to engage in any business combination (within the meaning of Section 203 of the Delaware General Corporation Law) for a period of three years following the date on which the Trian Group became the owner of more than the Maximum Percentage of the Combined Voting Power of Company Voting Securities. Notwithstanding the foregoing Maximum Percentage limitation, (A) no member of the Trian Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned in violation of such Maximum Percentage limitation to the extent that, its Beneficial Ownership is or will be increased solely as a result of a repurchase, redemption or other acquisition of any Company Voting Securities by the Company or any of its subsidiaries or any acquisition of Company Voting Securities permitted by clause (B) of this paragraph, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition of Company Voting Securities by any member of the Trian Group directly from the Company (including pursuant to the grant or exercise of stock options, rights, subscription rights or standby purchase obligations in connection with rights offerings by the Company or pursuant to any election to receive director fees and/or retainers in stock), provided such acquisition is approved by a majority of the Independent Directors or is pursuant to an

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equity participation plan currently in effect or approved by the Independent Directors. For the avoidance of doubt, nothing contained herein shall prohibit any member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securities.

                              (b) The restrictions contained in Section 3.1(a) of this Agreement shall not apply if the Trian Group would be entitled to rely on the exceptions set forth in Section 203(b)(3) through (7) of the Delaware General Corporation Law (it being understood that for this purpose, references in the definition of “interested stockholder” contained in Section 203 to 15% shall be read to be references to 25%).

                              (c) The Trian Group shall not amend the Tender Offer to reduce the price per share payable to tendering stockholders.

                    3.2. Proxy Solicitations, etc. For so long as the Company shall have a class of equity securities that is listed for trading on the New York Stock Exchange or any other national securities exchange, no member of the Trian Group shall solicit proxies, assist, encourage or participate with any other person in any way, directly or indirectly, in the solicitation of proxies, become a “participant” in a “solicitation,” or assist any “participant” in, a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act), or submit any proposal for the vote of stockholders of the Company, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of Company Voting Securities, in each case, if the result of any such proposal or solicitation would be to cause the Board of Directors of the Company to be comprised of less than a majority of Independent Directors. For the avoidance of doubt, the foregoing shall not prohibit any member of the Trian Group from (i) exercising its right as a director to vote in favor of the nomination of any person approved by the Nominating and Corporate Governance Committee of the Board of Directors or (ii) voting its shares of Company Voting Securities in favor of the election of any person nominated by the Board of Directors for election to the Board of Directors.

                    3.3. Affiliate Transactions. For so long as the Company shall have a class of equity securities that is listed for trading on the New York Stock Exchange or any other national securities exchange, no member of the Trian Group shall engage in any transaction with the Company that, if consummated, would be required to be disclosed by the Company in its annual report pursuant to Item 404 of Regulation S-K without the prior approval of a majority of the Audit Committee or other committee of the Board of Directors that is comprised of Independent Directors; provided that the foregoing provision shall not apply to transactions contemplated by any other agreement as in effect on the date hereof.

                    3.4. Waiver of Requirements.

          Notwithstanding anything in this Section 3 to the contrary, any of the terms of Subsections 3.1 through Subsection 3.3 may be waived, in whole or in part and as to particular transactions or matters or as to one or more members of the Trian Group, if (a) in the case of a waiver of an obligation of a member of the Trian Group, a majority of the Independent Directors shall have approved such waiver or (b) in the case of a waiver of

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an obligation of the Company provided for the benefit of a member of the Trian Group, such member of the Trian Group shall have consented in writing to such waiver.

Section 4. Effectiveness of Agreement; Term; Effect of Certain Waivers.

          If the Tender Offer shall expire or otherwise terminate without the Trian Group purchasing shares of Common Stock pursuant thereto in an amount that results in the Trian Group, immediately upon consummation of the Tender Offer, Beneficially Owning at least 15% of the Combined Voting Power of Company Voting Securities, then this Agreement shall be null and void ab initio and the 203 Approval shall be of no force and effect, it being understood that, in such event, any further acquisitions of Common Stock by the Trian Group, or business combinations between the Company and the Trian Group, shall remain subject to the limitations of Section 203 of the General Corporation Law of the State of Delaware. This Agreement shall terminate on the earliest to occur of (i) if the Trian Group shall, at any time, sell or otherwise dispose of or cease to own any Company Voting Securities so that the Trian Group beneficially owns, in the aggregate less than 15% of the Combined Voting Power of Company Voting Securities; (ii) the third anniversary of the date hereof; (iii) at such time as any Person that is not an Affiliate or Associate of, or member of a 13D/G Group with, the Trian Group shall make an offer to purchase an amount of shares which when added to the shares already beneficially owned by such Person and its Affiliates and Associates equals or exceeds 50% or more of the Combined Voting Power of Company Voting Securities (whether by way of tender offer, merger, consolidation, recapitalization or otherwise) or all or substantially all of the Company’s assets or shall solicit proxies with respect to a majority slate of directors. In the event that the Company shall allow any other Person (other than a member of the Trian Group) to acquire shares of Company Voting Securities without compliance with the limitations on business combinations set forth in Section 203 of the Delaware General Corporation Law on terms more favorable to such Person than those set forth herein, then the Company shall give the Trian Group the benefit of such more favorable terms.

Section 5. Remedies.

          Each respective member of the Trian Group and the Company acknowledge and agree that (i) the provisions of this Agreement are reasonable and necessary to protect the proper and legitimate interests of the parties hereto, and (ii) the parties would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to preliminary and permanent injunctive relief to prevent breaches of the provisions of this Agreement by the other parties without the necessity of proving actual damages or of posting any bond, and to enforce specifically the terms and provisions hereof, which rights shall be cumulative and in addition to any other remedy to which the parties may be entitled hereunder or at law or equity.

Section 6. General Provisions.

                    6.1. Choice of Law; Forum Selection. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws

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of the State of Delaware without reference to the choice of laws provisions thereof. Each of the parties to this Agreement hereby irrevocably and unconditionally (i) agrees to be subject to, and hereby consents and submits to, the jurisdiction of the Court of Chancery of the State of Delaware for any litigation arising out of or relating to this Agreement, (ii) waives any objection to the laying of venue of any such litigation in the Court of Chancery of the State of Delaware, and (iii) agrees not to plead or claim in the Court of Chancery of the State of Delaware that such litigation brought therein has been brought in an inconvenient forum. The Company hereby appoints RL&F Service Corp., One Rodney Square, 10th and King Streets, P.O. Box 551, Wilmington, DE 19899, and each of the Stockholders, the Management Company and the Members hereby appoints Corporation Service Company, 2711 Centerville Road, Wilmington, DE 19808, as its agent for service of process in the State of Delaware and agrees to service of process in any litigation arising out of or relating to this Agreement by service upon such agent or by certified mail, return receipt requested, postage prepaid to it at its address for notice as provided in this Agreement.

                    6.2. Additional Parties; Joint and Several Obligations. All of the obligations of the Trian Group and its members hereunder shall be joint and several. Each controlled affiliate of a member of the Trian Group that shall become or have the right to become the beneficial owner, within the meaning and scope of Section 3 hereof, of Company Voting Securities shall, promptly upon becoming such owner or holder, execute and deliver to the Company a joinder agreement, agreeing to be legally bound by this Agreement as an original signatory as a member of the Trian Group; provided that failure to execute such agreement shall not excuse such person’s non-compliance with any provision of this Agreement. No member of the Trian Group shall transfer Company Voting Securities to any of its affiliates not already a party hereto unless the transferee shall agree to be bound by this Agreement in the manner specified above in this Subsection 6.2.

                    6.3. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be decreed to be validly given, made or served when delivered personally, transmitted by telex or telecopier, or deposited in the U.S. mail, postage prepaid, for delivery by express, registered or certified mail, or delivered to a recognized overnight courier service, addressed as follows:

If to the Company:

1155 Perimeter Center West

Atlanta, Georgia 30338

Attention: General Counsel

With a copy to:

Proskauer Rose LLP

1585 Broadway

New York, New York 10036

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Attention: Julie M. Allen, Esq.

If to the Stockholders or any other member of the Trian

Group:

c/o Trian Fund Management, L.P.

280 Park Avenue

New York, New York 10017

Attention: Brian L. Schorr

Chief Legal Officer

With a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: Dennis J. Block, Esq.

or to such other address as may be specified in a notice given pursuant to this Section 6.3. All such notices and communications shall be deemed to have been duly given: At the time delivered by hand, if personally delivered; five (5) business days after being deposited in the mail, postage prepaid, if mailed; when answered back if telexed; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. The parties may change the address to which notices are to be given by giving five (5) days’ prior notice of such change in accordance herewith.

                    6.4. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

                    6.5. Amendments, Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by each party hereto; provided that no such amendment or waiver by the Company shall be effective without the approval of a majority of the Independent Directors. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

                    6.6. Descriptive Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this

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Agreement. References in this Agreement to Sections or Subsections are to Sections of Subsections of this Agreement. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the identity of the applicable person or persons may require.

                    6.7. Entire Agreement: Amendment. This Agreement and the other instruments and agreements referred to herein embody the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements with respect thereto.

                    6.8. Counterparts. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, bears the signatures of each of the parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be an original as against the party whose signature appears thereon, or on whose behalf such counterpart is executed, but all of which taken together shall be one and the same agreement.

                    6.9. No Partnership. No partnership, joint venture or joint undertaking is intended to be, or is, formed between the parties hereto or any of them by reason of this Agreement or the transactions contemplated herein.

                    6.10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the parties hereto. All of the terms, covenants and agreements contained in this Agreement are solely for the benefit of the parties hereto, and their respective successors and assigns, and no other parties (including, without limitation, any other stockholder or creditor of the Company, or any director, officer or employee of the Company) are intended to be benefitted by, or entitled to enforce, this Agreement.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties hereto intending to be legally bound have duly executed this Agreement, all as of the day and year first above written.

STOCKHOLDERS
TRIAN PARTNERS, L.P.
By: Trian Partners GP, L.P., its general partner
By: Trian Partners General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
Name: Edward P. Garden
Title: Member
TRIAN PARTNERS MASTER FUND, L.P.
By: Trian Partners GP, L.P., its general partner
By: Trian Partners General Partner, LLC, its general partner
By:	/s/ Edward P. Garden
Name: Edward P. Garden
Title: Member

TRIAN PARTNERS PARALLEL FUND I, L.P.

By: Trian Partners Parallel Fund I General Partner LLC, its general partner

By:    /s/ Edward P. Garden

Name: Edward P. Garden

Title: Member

TRIAN PARTNERS PARALLEL FUND II, L.P.

By: Trian Partners Parallel Fund II GP, L.P., its general partner

By: Trian Partners Parallel Fund II General Partner, LLC, its general partner

By:    /s/ Edward P. Garden

Name: Edward P. Garden

Title: Member

MANAGEMENT COMPANY

TRIAN FUND MANAGEMENT, L.P.

By: Trian Fund Management GP, L.P., its general partner

By:    /s/ Edward P. Garden

Name: Edward P. Garden

Title: Member

MEMBERS

/s/ Nelson Peltz

Nelson Peltz

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/s/ Edward P. Garden
Edward P. Garden
/s/ Peter W. May
Peter W. May
COMPANY
WENDY’S/ARBY’S GROUP, INC.
By:	/s/ Nils H. Okeson
Name: Nils Okeson
Title: SVP and General Counsel

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