Wendy's International (WEN)

Please detach along perforated line and mail in the envelope provided.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE ELECTION OF EACH OF THE ELEVEN (11) NOMINEES NAMED BELOW AND “FOR” PROPOSALS 2 AND 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

 FOR  

      AGAINST

ABSTAIN

   1. To elect eleven (11) directors to hold office as specified in the accompanying Proxy Statement.

2. Proposal to approve an amendment to the Performance Goal Bonus Awards portion of the Company’s 1999 Executive Bonus Plan as described in the Proxy Statement.

FOR ALL NOMINEES

WITHHOLD AUTHORITY
FOR ALL NOMINEES                                

FOR ALL EXCEPT
(See instructions below)

      NOMINEES:

  Nelson Peltz

  Peter W. May

  Hugh L. Carey

  Clive Chajet

  Edward P. Garden

  Joseph A. Levato

  Gregory H. Sachs

  David E. Schwab II

  Raymond S. Troubh

  Gerald Tsai, Jr.

  Jack G. Wasserman

3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants.  

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

Stockholders entitled to vote at the meeting or any adjournment or postponement thereof are holders of record of the Company’s Class A Common Stock and/or Class B Common Stock, Series 1, at the close of business on April 12, 2005.

INSTRUCTION:

To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:

Your vote is important! Stockholders are cordially invited to attend the meeting. Whether or not you plan to attend, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed envelope. You may nevertheless vote in person if you attend the meeting.

Please check here if you plan to attend the meeting. 

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder  

  Date:

    Signature of Stockholder

  Date: 

Note: 

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.