Wendy's International (WEN)

PROPOSAL 2.
ADOPTION OF AN AMENDMENT TO THE AMENDED AND RESTATED 2002 EQUITY
PARTICIPATION PLAN AND REAPPROVAL OF THE PERFORMANCE BASED
PROVISIONS OF THAT PLAN

At the Meeting, you are being asked to approve an amendment, in the form attached hereto as Annex A (the “2002 Plan Amendment”), to the 2002 Plan and to re-approve the performance based provisions of the 2002 Plan. The 2002 Plan Amendment, which is described in greater detail below, adds additional performance criteria that the Performance Committee, which administers the 2002 Plan, may select in establishing appropriate performance goals for awards made under the 2002 Plan that are intended to satisfy the requirements of Section 162(m). Approval of the 2002 Plan Amendment by our stockholders will also satisfy a condition to the effectiveness of an issuance by the Company to Roland Smith, the Chief Executive Officer of ARG, of 33,333 restricted shares of the Company’s Class B Common Stock in accordance with the terms of his employment agreement with ARG. As of April 12, 2007, there were 401,226 shares of Class A Common Stock and 1,852,014 shares of Class B Common Stock available for future issuance pursuant to the 2002 Plan.

Our stockholders are also being asked to approve the 2002 Plan Amendment to ensure that awards made under the 2002 Plan using the performance criteria added by the 2002 Plan Amendment will be deductible by the Company. Section 162(m) generally does not allow publicly held companies to obtain tax deductions for compensation of more than $1.0 million paid in any year to their chief executive officer, or any of their other four most highly compensated executive officers, unless such payments are “performance-based” in accordance with conditions specified under Section 162(m). One of those conditions requires the Company to obtain stockholder approval of each performance criterion that a committee of outside directors may use in granting an award under the 2002 Plan that is intended to satisfy the requirements of Section 162(m). In addition, if such committee has the authority to change the targets under a performance goal after shareholder approval of the goal, the material terms of the

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performance goals must be disclosed and reapproved by stockholders no later than five years after such stockholder approval was first received. The Performance Committee, which administers the 2002 Plan, has the authority to change the targets with respect to awards granted under the 2002 Plan. Therefore, the Performance Committee and the Board of Directors are recommending that the stockholders reapprove in their entirety the material terms of the performance goals applicable to awards granted under the 2002 Plan that are intended to satisfy the requirements of Section 162(m) as described below. Subject to such reapproval, and if the applicable performance goals are satisfied, this proposal would enable the Company to continue to issue awards under the 2002 Plan to executive officers of the Company and to obtain tax deductions with respect to such awards, without regard to the limitations of Section 162(m). If this Proposal 2 is not approved by stockholders, no further awards will be made pursuant to the performance-based provisions of the 2002 Plan. The Performance Committee, however, reserves the right to issue awards under the 2002 Plan to Named Officers that are not deductible under Section 162(m).

In furtherance of these objectives, the Board of Directors, upon the recommendation of the Performance Committee, has adopted the 2002 Plan Amendment, subject to approval by the stockholders at the Meeting. A copy of the 2002 Plan Amendment is attached hereto as Annex A.

PROPOSAL 2.
ADOPTION OF AMENDMENT TO THE AMENDED AND RESTATED 2002
EQUITY PARTICIPATION PLAN TO INCREASE THE NUMBER OF
SHARES ISSUABLE UNDER THE PLAN

      Our stockholders are being asked to approve an amendment (the “Amendment”) to the Amended and Restated 2002 Equity Participation Plan (the “2002 Plan”), which Amendment will reduce the number of shares of Class A Common Stock that are currently available for grant under the 2002 Plan by 3,000,000 and increase the number of shares of Class B Common Stock that are available for grant under the 2002 Plan by the same amount. As of April 13, 2006, there were 3,520,044 shares of Class A Common Stock and 415,867 shares of Class B Common Stock available for future issuance pursuant to the 2002 Plan.

      The Board of Directors has approved the Amendment, subject to stockholder approval at the Annual Meeting.

      Our Board of Directors believes that decreasing the number of Class A Common Stock available for grant under the 2002 Plan and increasing the number of shares of Class B Common Stock issuable under the 2002 Plan will allow the Company to continue to utilize equity based incentives to attract and retain the services of key individuals essential to the Company’s long-term growth and financial success, while reducing the resulting dilution of the voting power of our existing shareholders. The Company relies on stock options and restricted stock awards in particular to attract and retain key employees and other individuals and believes that such equity incentives are necessary for the Company to remain competitive with regard to attracting and retaining qualified individuals.

      In furtherance of these objectives, the Board of Directors, upon the recommendation of the Performance Compensation Subcommittee, has adopted the Amendment to the 2002 Plan, subject to approval by the stockholders at the Meeting. A copy of the Amendment is attached hereto as Annex A.