Wendy's International (WEN)

Plan Category

Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights

Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights

Number of
Shares
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))

(a)

(b)

(c)

Equity compensation plans approved by
security holders(1)

200,443 Package Options(2)

$

23.54

4,337,759(3)

7,850,182 Class A Options      

$

9.66

Equity compensation plans not approved
by security holders(4)

9,600 Package Options(2)

$

23.35

15,165,124(3)

18,242,307 Class A Options(5)

$

6.72

Total

210,043 Package Options(2)

$

23.54

19,502,883(3)

26,092,489 Class A Options      

$

7.60

(1)

1998 and 2002 Equity Participation Plans.

(2)

Each Package Option is exercisable for three shares of Class A Common Stock.

(3)

Includes securities issuable to directors as fees in lieu of cash.

(4)

1997 Equity Participation Plan and Wendy’s legacy equity plans

(5)

In addition to options granted pursuant to our equity participation plans, in connection with the acquisition of RTM in July 2005 the Company issued 774,066 options to acquire shares of Class B Common Stock to employees of RTM (who became employees of ARG) to replace then existing options that they held to purchase shares of RTM (the “Replacement Options”). In connection with the Wendy’s merger, these Replacement Options were adjusted so as to become exercisable for shares of Class A Common Stock instead of Class B Common Stock. These Replacement Options have a weighted average exercise price of $8.34.