exhibit10-1_111208.htm


    EXHIBIT
10.1

     

    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.

       

      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.

       

      
        
          
          

        

        
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      “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
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.

       

      (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.

       

      
        
          
          

        

        
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                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 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 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.

       

      
        
          
          

        

        
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                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 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

      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.

       

      
        
          
          

        

        
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      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
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

              


      

      


      



      
         

        
          - 7
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                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

      


      /s/ Edward P.
Garden

      Edward P.
Garden

      


      Peter W.
May

      Peter W.
May

      


       

      COMPANY

      WENDY’S/ARBY’S
GROUP, INC.

       

      By: /s/ Nils H.
Okeson

      Name:  Nils
H. Okeson

      Title:  Senior
VP and General Counsel


      
        
           


        

        
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