WENDY'S/ARBY'S GROUP, INC. (Form: 8-K, Received: 06/11/2009 06:00:33)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2009

WENDY’S/ARBY’S GROUP, INC.

-----------------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

Delaware	1-2207	38-0471180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 Perimeter Center West Atlanta, Georgia		30338
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(678) 514-4100

(Former Name or Former Address, if Changed Since Last Report):		N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Definitive Agreement.

On June 10, 2009, Wendy’s/Arby’s Group, Inc. (the “Company”) and Trian Fund Management, L.P. (“Trian Partners”) entered into a services agreement and a liquidation services agreement; TCMG-MA, LLC (a wholly-owned subsidiary of the Company) and Trian Partners entered into a withdrawal agreement; and the Company and TASCO, LLC, an affiliate of Trian Partners, entered into an aircraft lease agreement. The terms and conditions of each of these agreements are summarized in the paragraphs below. Trian Partners is a management company for various investment funds and accounts, whose principals are Nelson Peltz, Peter W. May and Edward P. Garden. Messrs. Peltz, May and Garden are members of the Board of Directors of the Company. Mr. Peltz is non-executive Chairman and former Chief Executive Officer of the Company, Mr. May is non-executive Vice Chairman and former President and Chief Operating Officer of the Company and Mr. Garden is a director and former Vice Chairman of the Company. Messrs. Peltz, May and Garden beneficially own in the aggregate shares of the Company’s outstanding common stock that represent approximately 22% of the Company’s total voting power.

The new services agreement referenced above (“Services Agreement”) replaces an existing transition services agreement that expires on June 30, 2009 and will commence upon the expiration of the prior agreement and will continue until June 30, 2011, unless sooner terminated. Trian Partners will provide the following services pursuant to the new Services Agreement:

consultation and advice in connection with sourcing, evaluating and executing (including, without limitation, preparing financial models and other analyses and reviewing documentation) acquisitions of the capital stock or assets of other quick service restaurant businesses or other related or complementary businesses or assets;

consultation and advice with respect to corporate finance and investment banking, including, without limitation, evaluating and executing capital markets and debt financing transactions and advice and assistance in connection with the negotiation of agreements, contracts, documents and instruments related thereto;

consultation and advice with respect to strategic initiatives to increase stockholder value, including, without limitation, financial, managerial and operational advice in connection with the quick service restaurant business, including advice with respect to the development and implementation of strategies for improving the operating and financial performance of the Company;

·	consultation and advice in connection with legal matters relating to the foregoing; and

·	such other services related to the foregoing as management of the Company shall reasonably request from time to time.

In consideration of the provision of these services, the Company will pay to Trian Partners a service fee of $250,000 per quarter (which amount is substantially less than the payments due under the expiring transition services agreement), payable in advance commencing July 1, 2009. In addition, in the event Trian Partners provides substantial assistance to the Company in connection with a merger and acquisition, corporate finance and/or similar transaction that is consummated at any time during the period commencing on the date the Services Agreement was executed and ending six months following the expiration of its term,

the parties will negotiate in good faith with respect to a success fee, if any, payable by the Company to Trian Partners in connection therewith; provided, however, that (i) any such fee shall be reasonable and customary for engagements similar in scope between unaffiliated parties negotiating at arms’ length with respect to transactions similar in size and complexity and (ii) any such fee shall be approved by the Audit Committee of the Company’s Board of Directors.

The foregoing summary of the terms and conditions of the Services Agreement is qualified in its entirety by reference to the Services Agreement, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated by reference into this Item 1.01.

Liquidation Services Agreement

The liquidation services agreement (“Liquidation Agreement”) provides for Trian Partners to assist the Company in the sale, liquidation or other disposition of certain investments that are not related to the Company’s core restaurant business (“Legacy Assets”). The term of the Liquidation Agreement commenced on June 10, 2009 and will end on the earlier of (i) such date as all of the Legacy Assets have been sold, liquidated or otherwise disposed of and (ii) the date (which shall not be earlier than June 30, 2011) on which the Company notifies Trian Partners that it is terminating the Liquidation Agreement.

The Liquidation Agreement provides that the Company will pay Trian Partners a one-time fee of $900,000 for these services, which will be payable in cash in installments as follows: (i) $450,000 on the date of the Liquidation Agreement and (ii) $450,000 on the earlier of (x) June 30, 2010 and (y) the expiration of the term of the Liquidation Agreement. In addition, in the event that any or all of the Legacy Assets are sold, liquidated or otherwise disposed of for aggregate net proceeds to the Company in excess of $36,607,000 (the “Target Amount”), then the Company will pay Trian Partners in cash a success fee equal to 10% of the aggregate net proceeds in excess of the Target Amount.

The foregoing summary of the terms and conditions of the Liquidation Agreement is qualified in its entirety by reference to the Liquidation Agreement, a copy of which is filed as Exhibit 10.2 hereto and which is incorporated by reference into this Item 1.01.

Withdrawal Agreement

The withdrawal agreement (“Withdrawal Agreement”) provides that TCMG-MA, LLC, which is a wholly-owned subsidiary of the Company, and which is the “Investor” under an Amended and Restated Investment Management Agreement with Trian Partners dated as of April 30, 2007 (the “Investment Management Agreement”), will be permitted to withdraw on an accelerated basis (the “Early Withdrawal”) all of the capital in its account under the Investment Management Agreement (the “Account”) effective no later than June 26, 2009, at which time the Investment Management Agreement will terminate. Prior to the Withdrawal Agreement, the Investor was not permitted to withdraw any capital from the Account until December 31, 2010. In consideration for obtaining such Early Withdrawal right, the Investor agreed to pay Trian Partners $5.5 million and will no longer be obligated to pay an investment management fee of 2% per annum on the Account balance (which was $80.7 million as of March 29, 2009) and certain performance fees.

The foregoing summary of the terms and conditions of the Withdrawal Agreement is qualified in its entirety by reference to the Withdrawal Agreement, a copy of which is filed as Exhibit 10.3 hereto and which is incorporated by reference into this Item 1.01.

Aircraft Lease Agreement

The aircraft lease agreement (“Aircraft Lease Agreement”) provides that the Company will lease a corporate aircraft to TASCO, LLC from July 1, 2009 until June 30, 2010. The Aircraft Lease Agreement provides that TASCO, LLC will pay $10,000 per month for such aircraft plus, while the aircraft is being operated on behalf of TASCO, LLC, all costs of fuel, inspection, servicing and storage, as well as operational and flight crew costs relating to the operation of the aircraft, and all transit maintenance costs and other maintenance costs required as a result of TASCO, LLC’s usage of the aircraft. The Company will continue to be responsible for calendar-based maintenance and any extraordinary and unscheduled repairs and/or maintenance for the aircraft, as well as insurance and other costs. The Aircraft Lease Agreement may be terminated by the Company without penalty in the event the Company sells the aircraft to a third party, subject to a right of first refusal in favor of Trian Partners with respect to such a sale.

The foregoing summary of the terms and conditions of the Aircraft Lease Agreement is qualified in its entirety by reference to the Aircraft Lease Agreement, a copy of which is filed as Exhibit 10.4 hereto and which is incorporated by reference into this Item 1.01.

The Services Agreement, the Liquidation Services Agreement, the Withdrawal Agreement and the Aircraft Lease Agreement were negotiated and approved by the Audit Committee of the Company’s Board of Directors, which was advised in the process by independent outside counsel.

Item 9.01.Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WENDY’S/ARBY’S GROUP, INC.
	By: /s/ NILS H. OKESON
	Nils H. Okeson
	Senior Vice President,
Dated: June 10, 2009	General Counsel and Secretary

AGREEMENT

This Agreement (this “Agreement”) between WENDY’S/ARBY’S GROUP, INC., a Delaware corporation (the “Company”), and TRIAN FUND MANAGEMENT, L.P., a Delaware limited partnership (“Trian”), is entered into as of the 10th day of June, 2009.

WHEREAS, the Company is engaged in the quick service restaurant business (the “Business”);

WHEREAS, Trian is engaged in the investment management business and has significant operating, financial and strategic expertise, particularly in the Business;

WHEREAS, the Company and Trian are parties to a Services Agreement dated as of April 30, 2007, as amended (the “Prior Services Agreement”), pursuant to which Trian provides certain transition and other services to the Company, which Prior Services Agreement shall terminate on June 30, 2009 (the “Effective Date”);

WHEREAS, the Company no longer requires the transition services provided pursuant to the Prior Services Agreement but desires to obtain certain ongoing services of the nature of certain of the services provided pursuant to the Prior Services Agreement; and

WHEREAS, management of the Company and the Board of Directors of the Company have determined that it is in the Company’s best interests to obtain such services from Trian from and after the Effective Date on the terms and conditions set forth herein.

In consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:

1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until June 30, 2011, unless sooner terminated pursuant to the terms of this Agreement (the “Term”).

2. Services. Trian shall provide to the Company and its subsidiaries and, if applicable, any ultimate parent of the Company and its subsidiaries (collectively, the “Company Entities”) during the Term the following services (collectively, the “Services”):

a. consultation and advice in connection with sourcing, evaluating and executing (including, without limitation, preparing financial models and other analyses and reviewing documentation) acquisitions of the capital stock or assets of other quick service restaurant businesses or other related or complementary businesses or assets;

b. consultation and advice with respect to corporate finance and investment banking, including, without limitation, evaluating and executing capital markets and debt financing transactions and advice and assistance in connection with the negotiation of agreements, contracts, documents and instruments related thereto;

c. consultation and advice with respect to strategic initiatives to increase stockholder value, including, without limitation, financial, managerial and operational advice in connection with the Business, including advice with respect to the development and implementation of strategies for improving the operating and financial performance of the Company;

d. consultation and advice in connection with legal matters relating to the foregoing; and

e. such other services related to the foregoing as management of the Company shall reasonably request from time to time.

Each of Nelson Peltz, Peter W. May and Edward P. Garden, principals of Trian, shall devote such time and efforts to the performance of the services contemplated hereby as shall be reasonably necessary or appropriate to provide the Services hereunder. In addition, Trian shall commit such resources, including personnel, as shall be reasonably necessary or appropriate to perform the Services hereunder.

3. Quarterly Reporting. Trian shall report to the Company from time to time, and in any event, no less frequently than once each fiscal quarter during the Term, as to the Services provided during such quarter pursuant to this Agreement.

4. Fees. (a) In consideration of the provision of the Services, the Company shall pay to Trian a service fee of $250,000 per quarter, payable in advance commencing July 1, 2009.

(b) In the event that Trian shall provide substantial assistance to the Company in connection with a merger and acquisition, corporate finance and/or similar transaction that is consummated at any time during the period commencing on the date hereof and ending six months following the expiration of the Term, the parties shall negotiate in good faith with respect to a success fee, if any, payable by the Company to Trian in connection therewith; provided, however, that (i) any such fee shall be reasonable and customary for engagements similar in scope between unaffiliated parties negotiating at arms’ length with respect to transactions similar in size and complexity and (ii) any such fee shall be approved by the Audit Committee of the Board of Directors.

5. Expenses. Trian shall be entitled to reimbursement for reasonable and necessary out-of-pocket expenses incurred by Trian in connection with the provision of the Services; provided that Trian shall first notify and seek approval from the Company prior to incurring any expense in excess of $10,000 during a single calendar quarter. Trian shall submit to the Company from time to time a bill in respect of the out-of-pocket expenses incurred pursuant to this Section 5. Invoices will be in such reasonable detail as to identify the out of-pocket expenses billed and, if requested by the Company, Trian shall submit copies of the invoices from such third parties for such expenses. The Company shall pay in cash to Trian the full amount of such approved expenses within 30 days after receipt of such bill from Trian.

6. Insurance. During the Term and for a six-year period thereafter (the “Coverage Period”), the Company shall use its reasonable efforts to cause the individuals listed on Annex A

hereto (as such list may be amended from time to time by written notice from Trian to the Company, the “Covered Individuals”) to be named on the Company’s directors’ and officers’ liability policy and employed lawyers professional liability insurance policy. If either such policies is cancelled or otherwise terminated during the Coverage Period, and a replacement policy with terms and conditions that are, in the aggregate, no less favorable to the insured with respect to claims arising from acts or omissions arising prior to and including such cancellation or termination date than are currently in effect is not put into effect without any lapse in coverage, the Company shall obtain extended reporting or tail coverage on the applicable insurance policy for the benefit of the Covered Individuals on terms and conditions that are, in the aggregate, no less favorable to the insured with respect to claims arising from acts or omissions arising prior to and including the cancellation or termination date than are currently in effect; provided, that such extended reporting or tail coverage can be obtained and maintained on commercially reasonable terms and at a cost to the Company not greater than 200% of the aggregate annual premium for the directors’ and officers’ liability insurance policy and/or employed lawyers professional liability insurance policy, as applicable, maintained by the Company on the date hereof; provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Company shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amount.

7. Limitation of Liability; Indemnification. (a) Trian shall have no liability with respect to, and shall not be obligated to indemnify and hold harmless the Company, or its affiliates, officers, directors, employees, agents or other representatives, from or against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance by Trian of the services hereunder; provided that Trian shall indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents and other representatives of the Company from and against any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents. The Company shall indemnify and hold harmless Trian, its affiliates, officers, directors, employees, agents or other representatives from and against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance by Trian of the services hereunder other than any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents.

(b) Notwithstanding the terms of any indemnification agreement between the Company and those persons who will be providing services to the Company under this Agreement (each an “Indemnification Agreement”), each such Indemnification Agreement shall continue in full force and effect with respect to the services provided hereunder subject to thee exclusions set forth in clause (a) above. The indemnification pursuant to the Indemnification Agreements shall not be deemed exclusive of any other rights to which such persons may be entitled under the Company’s Certificate of Incorporation or By-laws or under any other agreement, contract of insurance, vote of stockholders or disinterested directors, or otherwise, or of the broader power of the Company to indemnify an agent of the company as authorized by Delaware law.

8. Independent Contractor. Employees of Trian engaged in performing the Services shall be considered to be providing services to the Company as its consultants. Under no circumstances shall they be considered to be employees of the Company or any of its subsidiaries. In performing the Services, Trian shall be an independent contractor and neither party hereto shall be deemed to be an agent, partner or co-venturer of the other due to the terms and provisions of this Agreement. For the avoidance of doubt, neither Trian nor any of its employees, partners, officers or agents shall have any right, power or authority to bind the Company in any manner whatsoever.

9. Confidential and Proprietary Information. (a) The Company may, in connection with the provision of the Services hereunder, provide to Trian or its employees, partners and officers and confide in any of them confidential and proprietary information (collectively, the “Confidential Information”), including, without limitation, (i) business methods and systems, techniques and methods of operation developed by the Company or its affiliates and which Trian recognizes to be unique assets of the Business of the Company and its affiliates; (ii) any research or data of any kind; or (iii) any information relating to strategic plans or the financial condition of the Company or its affiliates that is not generally known to the public. Neither Trian nor any of the individuals that provide the Services shall, either during or at any time after the Term, directly or indirectly, in any manner utilize or disclose any Confidential Information to any individual, firm, corporation, company, association or other entity without the prior consent of the Company (unless legally compelled to do so, but subject to the provisions of Section 5(b) below). The term “Confidential Information” does not include information, knowledge or factual data that: (A) becomes part of the public knowledge or literature other than by reason of any inaction or action of Trian or any of the individuals providing the Services in violation of this Agreement; (B) was disclosed to Trian or any of the individuals that provide the Services without restriction by a third party that is known by Trian or any of the individuals that provide the Services, after reasonable inquiry, to have the right to disclose the same; or (C) was independently developed by Trian or its agents. Trian further covenants and agrees that, upon the Company’s written request, it will (and it will cause the individuals that provide the Services to) promptly deliver to the Company all tangible evidence or any electronic copies of Confidential Information.

(b) If Trian or any individual that provides the Services becomes legally compelled (by deposition, interrogatory, request for documents, order, subpoena, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body) to disclose any Confidential Information, then, to the extent legally permissible, Trian will give notice of such requirement to the Company as promptly as practicable so that the Company or any of its affiliates may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, and regardless of whether or not compliance with the provisions hereof is waived, then only that portion of the Confidential Information that Trian is advised in writing by counsel is legally required to be disclosed (which counsel shall be reasonably satisfactory to the Company), will be disclosed by Trian or the individual that provides the Services, and commercially reasonable efforts will be made by Trian to obtain assurance that confidential treatment will be afforded such portion of such Confidential Information; provided that the Company shall, at Trian’s option, either advance the third party costs and expenses necessary for Trian to seek to

obtain such confidential treatment or promptly reimburse Trian for its out-of-pocket costs and expenses incurred to seek to obtain such assurance of confidential treatment hereunder.

(c) The provisions herein governing Confidential Information shall be separate and in addition to any other agreements or obligations that Trian and its partners, employees or agents may be subject to regarding the confidential, trade secret and/or proprietary nature of information related to the Company or its affiliates and the provisions set forth herein shall not in any way supersede or otherwise limit any such other agreements or obligations.

11. Entire Agreement. This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof. For the avoidance of doubt, the Prior Services Agreement shall continue in full force and effect until the Effective Date.

12. Notices. Any notice made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, return receipt requested, as follows:

To the Company at:

Wendy’s/Arby’s Group, Inc.

1155 Perimeter Center West

Suite 1200

Atlanta, Georgia 30338

Attn: General Counsel

To Trian at:

Trian Fund Management, L.P.

280 Park Avenue, 41 st Floor

New York, New York 10017

Attn: Chief Legal Officer

13. Waivers and Amendments. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

14. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Company (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to an entity that succeeds to all or substantially all of the business or assets of the Company.

15. No Third-Party Beneficiaries. The persons that will be providing services to the Company pursuant to this Agreement shall be deemed to be third-party beneficiaries of the provisions set forth in Section 7 of this Agreement. Except as provided in the preceding sentence, nothing in this Agreement shall confer any rights upon any person that is not a party or a successor or permitted assignee of a party to this Agreement.

16. Governing Law. Notwithstanding the place where this Agreement may be executed by either of the parties hereto, the parties expressly agree that all terms and provisions hereof shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and wholly performed, and to transactions wholly consummated, within that State.

17. Termination. This Agreement may be terminated (a) at any time by the written agreement of the parties, (b) by either party 20 days following written notice to the other party of a material breach of this Agreement by such other party or (c) by the Company 20 days following written notice to Trian of a breach by Messrs. Peltz, May and Garden of any agreements or commitments to the Company or the failure or inability of Trian to deliver the services of Messrs. Peltz, May and Garden provided for hereunder, in the case of each of (b) and (c), if such breach or failure has not been cured during such 20-day period.

18. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, that the parties are not able to resolve after good faith efforts over a period of 15 days shall be settled by a single arbitrator in an arbitration conducted in the Borough of Manhattan, The City of New York, and administered by the American Arbitration Association (the “AAA”). Such arbitration shall be under the Commercial Arbitration Rules of the AAA and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own fees and costs associated with such arbitration.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Agreed to and accepted as of the 10th day of June, 2009.

WENDY’S/ARBY’S GROUP, INC.

By: /s/ NILS H. OKESON

Name: Nils H. Okeson

Title: SVP, General Counsel and Secretary

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

ANNEX A

D&O Policy

Nelson Peltz

Peter W. May

Edward P. Garden

Brian L. Schorr

Stuart I. Rosen

Greg Essner

Anne A. Tarbell

Chad Fauser

David I. Mosse

Joshua Frank

Brian Jacoby

Brian Baldwin

Steve Balcerski

Matthew Peltz

Employed Lawyers Policy

Brian L. Schorr

Stuart I. Rosen

David I. Mosse

LIQUIDATION SERVICES AGREEMENT

This Liquidation Services Agreement (this “Agreement”) between WENDY’S/ARBY’S GROUP, INC., a Delaware corporation (the “Company”), and TRIAN FUND MANAGEMENT, L.P., a Delaware limited partnership (“Trian”), is entered into as of the 10th day of June, 2009.

WHEREAS, the Company has certain investments that are not related to its core restaurant business, which investments are set forth on Schedule I attached hereto (such investments being referred to herein collectively as the “Legacy Assets”);

WHEREAS, the Company has determined to focus its business as a “pure play” restaurant company;

WHEREAS, Trian has significant expertise in the purchase and sale of assets of the type comprising the Legacy Assets;

WHEREAS, the Company has requested the assistance of Trian in connection with the sale, liquidation or other disposition of the Legacy Assets in order to deploy the proceeds therefrom in its business; and

WHEREAS, Trian is willing to provide such assistance on the terms and conditions set forth in this Agreement.

In consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:

1. Term; Services. For the period commencing on the date hereof and ending upon the earlier of (i) such date as all of the Legacy Assets shall have been sold, liquidated or otherwise disposed of and (ii) the date (which shall not be earlier than June 30, 2011) on which the Company shall notify Trian that it is terminating this Agreement (the “Term”), Trian shall use its reasonable best efforts to assist the Company in the sale, liquidation or other disposition of the Legacy Assets. Without limiting the generality of the foregoing, Trian shall use its reasonable best efforts to:

a. source and identify opportunities to sell, liquidate or otherwise dispose of the Legacy Assets;

b. negotiate on the Company’s behalf (subject to final approval by the Company) the terms and conditions of any such sale, liquidation or other disposition of any or all of the Legacy Assets in order to maximize the proceeds thereof to the Company;

c. advise and consult with management of the Company regarding the sale, liquidation or other disposition of the Legacy Assets; and

d. provide such other services in connection with the sale, liquidation or other disposition of the Legacy Assets as management of the Company shall reasonably request from time to time.

2. Quarterly Reports. Trian shall report to the Company from time to time, and in any event, no less frequently than once each fiscal quarter during the Term, as to its efforts and progress made with respect to the sale, liquidation or other disposition of the Legacy Assets.

3. Fees. The Company shall pay to Trian a one-time fee for its services hereunder (including, without limitation, any services rendered pursuant to Section 1(d) hereof) during the Term of $900,000, which fee shall be payable in cash in installments as follows: (i) $450,000 on the date hereof and (ii) $450,000 on the earlier of (x) June 30, 2010 and (y) the expiration of the Term. In the event that any or all of the Legacy Assets are sold, liquidated or otherwise disposed of during the Term or, in the event that Trian shall have been providing substantial assistance to the Company hereunder in connection with the sale of any one or more of the Legacy Assets during the Term, then in the case of the sale of such Legacy Asset or Legacy Assets during the six-month period following the expiration of the Term, in any case, for aggregate net proceeds to the Company in excess of $36,607,000 (the “Target Amount”), then the Company shall pay to Trian in cash a success fee equal to 10% of the aggregate net proceeds in excess of the Target Amount.

4. Limitation of Liability; Indemnification. (a) Trian shall have no liability with respect to, and shall not be obligated to indemnify and hold harmless the Company, or its affiliates, officers, directors, employees, agents or other representatives, from or against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance by Trian of the services hereunder; provided that Trian shall indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents and other representatives of the Company from and against any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents. The Company shall indemnify and hold harmless Trian, its affiliates, officers, directors, employees, agents or other representatives from and against any cost, loss, expense, damage or liability arising out of or otherwise in respect of the performance by Trian of the services hereunder other than any such cost, loss, expense, damage or liability resulting from the gross negligence, willful misconduct or fraud of Trian or any of its officers, employees, partners, members or agents.

5. Independent Contractor. Employees of Trian engaged in performing the services hereunder shall be considered to be providing services to the Company as its consultants. Under no circumstances shall they be considered to be employees of the Company or any of its subsidiaries. In performing the services under this Agreement, Trian shall be an independent contractor and neither party hereto shall be deemed to be an agent, partner or co-venturer of the other due to the terms and provisions of this Agreement. For the avoidance of doubt, neither Trian nor any of its employees, partners, officers or agents shall have any right, power or authority to bind the Company in any manner whatsoever.

6. Entire Agreement. This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof.

7. Notices. Any notice made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, return receipt requested, as follows:

To the Company at:

Wendy’s/Arby’s Group, Inc.

1155 Perimeter Center West

Suite 1200

Atlanta, Georgia 30338

Attn: General Counsel

To Trian at:

Trian Fund Management, L.P.

280 Park Avenue, 41 st Floor

New York, New York 10017

Attn: Chief Legal Officer

8. Waivers and Amendments. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

9. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Company (or its permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to an entity that succeeds to all or substantially all of the business or assets of the Company.

10. No Third-Party Beneficiaries. The persons that will be providing services to the Company pursuant to this Agreement shall be deemed to be third-party beneficiaries of the provisions set forth in Section 4 of this Agreement. Except as provided in the preceding sentence, nothing in this Agreement shall confer any rights upon any person that is not a party or a successor or permitted assignee of a party to this Agreement.

11. Governing Law. Notwithstanding the place where this Agreement may be executed by either of the parties hereto, the parties expressly agree that all terms and provisions hereof shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and wholly performed, and to transactions wholly consummated, within that State.

12. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, that the parties are not able to resolve after good faith efforts over a period of 15 days shall be settled by a single arbitrator in an arbitration conducted in the Borough of Manhattan, The City of New York, and administered by the American Arbitration Association (the “AAA”). Such arbitration shall be under the Commercial Arbitration Rules of the AAA and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own fees and costs associated with such arbitration.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Agreed to and accepted as of the 10th day of June, 2009.

WENDY’S/ARBY’S GROUP, INC.

By: /s/ NILS H. OKESON

Name: Nils H. Okeson

Title: SVP, General Counsel and Secretary

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

SCHEDULE I

	Carrying Value (in 000s)
Investment Limited Partnerships
JP Acquisition Fund IV, LP	$	409
Catterton Partners V, LP - WAG		514
Catterton Partners V, LP – Wendy’s		5,138

Total investment limited partnerships		6,061

Other Investments
Jurlique International Pty. Ltd.		-
Trumpet Feeder Ltd.		4,470
Scientia Group, Inc. (280 BT)		645

Total other investments		5,115


DFR Note Receivable, Long Term		25,431

Total Legacy Assets	$	36,607

WITHDRAWAL AGREEMENT

This Withdrawal Agreement (this “Agreement”) between TCMG-MA, LLC (the “Investor”), an entity wholly owned and controlled by WENDY’S/ARBY’S GROUP, INC., a Delaware corporation (the “Company”), and TRIAN FUND MANAGEMENT, L.P., a Delaware limited partnership (the “Investment Manager”), is entered into as of the 10th day of June, 2009.

WHEREAS, the Investor and the Investment Manager are parties to that certain Amended and Restated Investment Management Agreement dated as of April 30, 2007 (the “Investment Management Agreement”);

WHEREAS, the Investor has maintained the Account since December 1, 2005 (the “Contribution Date”);

WHEREAS, the Investor pays a Management Fee of 2% per annum on the Account balance and is obligated to pay certain performance fees under specified circumstances;

WHEREAS, pursuant to the Investment Management Agreement, the Investor is not permitted to withdraw any capital from the Account prior to December 31, 2010 (the “Lock-Up Period”);

WHEREAS, subsequent to the Contribution Date, the Company determined to focus its business as a “pure play” restaurant company and, accordingly, the Investor has requested the withdrawal of all of its capital in the Account and the termination of the Investment Management Agreement prior to the expiration of the Lock-Up Period in order to deploy such capital in the Company’s business; and

WHEREAS, the Investment Manager is willing to permit such withdrawal on the terms and conditions set forth in this Agreement.

In consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:

1. All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Investment Management Agreement.

2. Anything contained in the Investment Management Agreement to the contrary notwithstanding, the Investor shall be permitted to withdraw (the “Early Withdrawal”) all of the capital in the Account effective no later than June 26, 2009 (such date, as may be mutually agreed upon by the Investor and the Investment Manager on or prior to June 26, 2009, being referred to herein as the “Early Withdrawal Date”), in accordance with the terms of this Agreement. The Early Withdrawal shall be subject to the payment by the Investor to the Investment Manager of an early withdrawal fee in the amount of $5,500,000 (the “Withdrawal Fee”). The parties agree that the Investment Manager shall transfer the Withdrawal Fee from the Account to the Investment Manager on the Early Withdrawal Date. The capital remaining in the

Account after the payment of the Withdrawal Fee and after giving effect to the In-Kind Distribution (as defined below) is referred to herein as the “Withdrawal Proceeds”.

3. Payments and distributions hereunder shall be made as follows:

(a) Subject to any legal or regulatory restrictions, on or prior to the Early Withdrawal Date, the Investment Manager may distribute in kind to the Investor (the “In-Kind Distribution”) certain securities held in the Account and mutually agreed upon with the Investor (the “In-Kind Securities”). The In-Kind Securities shall be marketable securities, free and clear of all liens and other encumbrances, including, without limitation, any restrictions on transfer.

(b) The Investment Manager shall deliver the Withdrawal Proceeds to the Investor in cash on the Early Withdrawal Date without any reduction, reserve, hold back or set-off.

(c) All cash payments and In-Kind Distributions hereunder shall be paid by wire transfer of immediately available funds or by delivery of securities through DTC to the accounts specified in writing by the Investor.

4. The Investment Manager represents and warrants to the Investor that, as of the date hereof, it has not permitted early withdrawal or redemption of any capital from either Trian Partners, L.P. or Trian Partners, Ltd. (together, the "Trian Funds") by any Relevant Investor on more favorable fee terms than those set forth in this Agreement. The Investment Manager agrees that if, on or prior to the date hereof, any more favorable withdrawal fee terms have been afforded to any Relevant Investor with respect to any capital invested in any of the Trian Funds, then (i) the Investment Manager will promptly notify the Investor in writing of such more favorable fee terms (without disclosing the identity of the Relevant Investor) and (ii) the more favorable fee terms shall be effective retroactively with respect to the Investor.

5. The Investor acknowledges that as of the date hereof the Account holds an interest in a Segregated Sub-Account related to Farrell Sports Concepts, Inc., a Segregated Investment. The Investment Manager represents and warrants that such interest had a fair value of approximately $13,000 as of April 30, 2009. In order to provide the Investor with maximum liquidity on the Early Withdrawal Date, the Investor hereby agrees and consents to the sale of such interest for cash by the Account to Trian Partners GP, L.P., an entity controlled by Nelson Peltz, Peter W. May and Edward P. Garden, on the Early Withdrawal Date at the fair value on such date of sale, unless such Segregated Investment is earlier disposed of by the Account. For purposes of the foregoing consent, the Investor hereby assumes that the fair value of such interest on the Early Withdrawal Date will be equal to the fair value of such interest on April 30, 2009, unless otherwise informed in writing by the Investment Manager prior to the consummation of such sale.

6. Effective on the Early Withdrawal Date, the Investment Manager consents and agrees to the forgiveness and cancellation of each of (i) that certain Amended and Restated Promissory Note dated September 24, 2008, in the principal amount of $30,000,000 made by the Company and payable to the Investor and (ii) that certain Promissory Note dated December 26, 2008, in the principal amount of $17,000,000 made by the Company and payable to the Investor.

7. Effective from and after the Early Withdrawal Date and upon satisfaction in full of all obligations provided in this Agreement, in consideration for the withdrawal rights granted hereunder, the Investor does hereby release and forever discharge the Investment Manager and each of its officers, members, employees and affiliates from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action, of every nature, character and description, known or unknown, other than any such claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action that may arise as a result of such person’s gross negligence, willful misconduct or fraud, which it owns or holds, or has at any time heretofore owned or held, or may at any time own or hold, and agrees not to bring any suit, action or proceeding, by reason of any matter, cause or thing whatsoever occurred, done, omitted or suffered to be done with respect to, or arising out of, the Investor’s investment in the Account and the management of the Account by the Investment Manager.

8. For the avoidance of doubt, except as specifically amended hereby, the Investment Management Agreement shall remain in full force and effect until the Early Withdrawal Date, after which, provided the obligations of the parties hereunder have been fulfilled, the Investment Management Agreement shall immediately terminate and be of no further force and effect with respect to the Investor and the Investment Manager.

9. Any notice made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or facsimile or five days after mailed by certified mail, return receipt requested, as follows:

To the Investor at:

TCMG-MA, LLC

1155 Perimeter Center West

Suite 1200

Atlanta, Georgia 30338

Attn: General Counsel

To the Investment Manager at:

Trian Fund Management, L.P.

280 Park Avenue, 41 st Floor

New York, New York 10017

Attn: Chief Legal Officer

10. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

11. This Agreement, together with the Investment Management Agreement (as amended hereby), constitutes the entire agreement between the parties hereto and supersedes all other prior agreements or understandings between the parties hereto pertaining to the subject matter hereof.

12. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

13. Notwithstanding the place where this Agreement may be executed by either of the parties hereto, the parties expressly agree that all terms and provisions hereof shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and wholly performed, and to transactions wholly consummated, within that State.

14. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

Agreed to and accepted as of the 10th day of June, 2009.

TCMG-MA, LLC

By: /s/ NILS H. OKESON

Name: Nils H. Okeson

Title: SVP, General Counsel and Secretary

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

AIRCRAFT LEASE AGREEMENT

This AIRCRAFT LEASE AGREEMENT (“Agreement”) dated as of June 10, 2009, is by and between Wendy’s/Arby’s Group, Inc., a Delaware corporation with its principal place of business at 1155 Perimeter Center West, Atlanta, Georgia 30338 (“Lessor”) and TASCO, LLC, a Delaware limited liability company with its principal place of business at 280 Park Avenue, New York, New York 10017-1216 (“Lessee”).

WHEREAS, Lessor owns a Gulfstream Aerospace G-IVSP aircraft bearing U.S. Registration No. N394TR and manufacturer’s serial number 1252 and the two (2) Rolls Royce model Tay 611-8 engines installed thereon, bearing manufacturer’s serial numbers 16623 and 16624, respectively, and all parts, instruments, avionics, attachments and appurtenances installed thereon or attached thereto (the “Aircraft”); and

WHEREAS, Lessee desires to lease the Aircraft from Lessor and Lessor desires to lease the Aircraft to Lessee upon and subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1: AGREEMENT TO LEASE

1.1 Lease of Aircraft . Subject to the terms and conditions of this Agreement, Lessor agrees to lease the Aircraft to Lessee and Lessee agrees to take the Aircraft on lease from Lessor, such lease to be on a non-exclusive basis.

Section 2: TERM; DELIVERY/REDELIVERY; CONDITION

2.1 Term . Subject to the prior receipt of the Siemens Consent (as defined in Section 12(a)(ii) of this Agreement) or the prior satisfaction and discharge of all of Lessor’s obligations under the Siemens Note (as defined in Section 12(a)(ii) of this Agreement), the term for the lease of the Aircraft shall begin on July 1, 2009 and shall expire on June 30, 2010 (“Term”), provided that upon ten (10) days’ prior written notice to Lessee, Lessor shall have the right to terminate this Agreement prior to the end of the Term (i) if the Aircraft is sold to another party in accordance with Section 10 hereof or (ii) if within the last sixty (60) days of the Term extraordinary and unscheduled repair and/or maintenance becomes necessary in order to keep the Aircraft airworthy, provided that Lessee has elected not to bear the cost of such repair and/or maintenance.

2.2 Delivery and Redelivery . Delivery and redelivery of the Aircraft by one party to the other party shall be made at Stewart International Airport in New Windsor, New York; provided, however, the delivery and/or re-delivery may be made at such other airport as the parties may agree.

2.3 Delivery Condition . Except as otherwise expressly provided by this Agreement, THE AIRCRAFT IS LEASED TO LESSEE “AS IS, WHERE IS” AND LESSOR HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE, AND ALL OBLIGATION AND LIABILITY IN TORT, NEGLIGENCE AND STRICT LIABILITY AS TO THE AIRWORTHINESS, CONDITION, DESIGN OR OPERATION OF THE AIRCRAFT OR ANY PART THEREOF OR THE CONDITION AND THE COMPLETENESS OF THE RECORDS FOR THE AIRCRAFT, AND LESSEE HEREBY WAIVES AND DISCLAIMS RELIANCE UPON ANY SUCH REPRESENTATIONS AND WARRANTIES.

Section 3: PAYMENTS

3.1 Rent . Lessee shall pay to Lessor monthly rent (“Rent”) in the amount of US$10,000 for the term. Payment of Rent shall be by wire transfer or by check delivered to Lessor on the first day of each calendar month during the Term. In the event that the Aircraft is redelivered to Lessor after the expiration of the Term, Lessee shall pay to Lessor an additional charge of US$500 for each day that the return of the Aircraft is overdue (“Supplemental Rent”), provided , however , that no Supplemental Rent shall be owing and due for any period during which the Aircraft is undergoing maintenance that is (a) the responsibility of Lessor hereunder or (b) the responsibility of Lessee hereunder, as long as such maintenance which is the responsibility of Lessee is not overdue. Supplemental Rent shall be paid by Lessee to Lessor within fifteen (15) days of receipt of an invoice from Lessor for such charges.

Section 4: USE AND OPERATION OF THE AIRCRAFT; FLIGHT CREWS

4.1 Use of the Aircraft . Except as expressly provided herein, while the Aircraft is being operated on behalf of Lessee, Lessee shall be responsible for all fuel, inspection, servicing, storage, operational and flight crew costs relating to the operation of the Aircraft. Subject to hangar availability at commercially reasonable rates, Lessee shall cause the Aircraft to be stored in a hangar facility at Lessee’s expense when not in operation if the Aircraft will be parked in the same location (other than Stewart International Airport) for more than seven (7) consecutive

days or in the event of inclement weather that includes a form of frozen precipitation. The cost of storing the Aircraft in a hangar facility at Stewart International Airport shall be at Lessor’s expense. The cost of storing the Aircraft at any other hangar facility shall be at Lessee’s expense.

4.2 Operation . While the Aircraft is operated on behalf of Lessee, Lessee shall exercise exclusive operational control over the Aircraft. Lessee hereby covenants with Lessor that from delivery of the Aircraft to Lessee until redelivery to Lessor, the Aircraft shall be operated at all times in accordance with all applicable Federal Aviation Regulations (“FARs”) as issued by the Federal Aviation Administration (“FAA”) and that Lessee shall not cause or permit the Aircraft to be operated in any manner contrary to any recommendation of the manufacturer of the Aircraft nor in any manner that would violate the terms of the insurance coverage required to be provided under Section 5 hereunder or for any purpose contrary to applicable law. Lessee shall keep or cause to be kept accurate, complete and current records of all flights made by the Aircraft; such records to be kept in such manner as the FAA may from time to time require. Lessee shall not do or permit to be done any act or thing which might jeopardize the rights of the Lessor as owner of the Aircraft. Lessee shall not sublease, charter, hire or otherwise part with possession of the Aircraft. Lessee shall accommodate the request of Lessor to exhibit the Aircraft to potential purchasers as long as the exhibition of the Aircraft occurs during normal business hours, provided that Lessor shall have given Lessee reasonable prior notice of any such request. Except as provided in the preceding sentence, Lessor warrants that, so long as Lessee is not in default under this Agreement, Lessee’s use of the Aircraft shall not be interrupted by Lessor.

4.3 Maintenance . The Aircraft shall be serviced, repaired and maintained so as to keep the Aircraft airworthy and in as good an operating condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, as follows:

(a) Calendar-Based Maintenance . Lessor shall be responsible for all maintenance items that become due on a calendar basis in accordance with the FAA-approved Gulfstream-recommended maintenance program for the Aircraft;

(b) Usage-Based Maintenance . L essee shall be responsible for all maintenance items that are required to be made as a result of Lessee’s usage (hours or cycles) of the Aircraft under this Agreement in accordance with the FAA-approved Gulfstream-recommended maintenance program for the Aircraft;

(c) Transit Maintenance . Lessee shall be responsible for the performance of all transit maintenance of the Aircraft which shall include a visual check of the aircraft exterior prior to all take-offs with particular attention to any fluid leaks, repair or replacement of worn or flat tires or low shock struts, rectification of any discrepancies noted in the aircraft logbook, and the repair or deferral under the Minimum Equipment List for the Aircraft of all malfunctions affecting airworthiness.

(d) Extraordinary Repairs . All extraordinary and unscheduled repairs and/or maintenance for the Aircraft shall be performed by Lessor at Lessor’s expense.

If within the final sixty (60) days of the Term, Lessor elects not to make a repair or perform any maintenance for which it is responsible under this Agreement, Lessee may elect (i) to make such repair or perform such maintenance at its cost and expense or (ii) to terminate this Agreement upon ten (10) days prior written notice to Lessor. If Lessee elects to make such repair or perform such maintenance, this Agreement shall continue in effect. If Lessee elects not to make such repair or perform such maintenance, Lessor shall have the right to terminate this Agreement upon ten (10) days prior written notice to Lessee.

4.4 Flight Crews . Any and all flight crewmembers operating the Aircraft on behalf of the Lessee shall hold commercial pilot licenses and shall possess current and valid first or second class medical certificates.

Section 5: INSURANCE

5.1 Lessor Insurance . From delivery and at all times during the Term, Lessor shall, at its own cost and expense, procure and maintain (i) hull insurance (while in flight or on the ground) against loss or damage to the Aircraft including but not limited to, loss by fire, theft, collision and such other risks of loss as are normally insured against, or as is customary in the industry, in an amount of no less than the market value of the Aircraft as determined by the Aircraft Blue Book Price Digest at the inception of this Agreement or by a third party appraisal of the Aircraft by an appraiser reasonably acceptable to both Lessor and Lessee with the costs of such appraisal for the account of Lessee; (ii) public liability insurance against losses or damages arising from death or bodily injury, or any property damage caused by or due to the operation of the Aircraft, such public liability insurance (a) shall be for a combined limit of not less than US$500,000,000 per single occurrence and (b) shall name Lessee, Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden as additional insureds.

Section 6: INDEMNIFICATION

6.1 Indemnification by Lessee . Lessee agrees to defend, indemnify and hold harmless the Lessor from and against any and all claims, proceedings, losses, liabilities, suits, judgments, costs, expenses, penalties or fines (individually and collectively hereinafter referred to as “Claims”) for or on account of or arising from or in any way connected with injury to or death of any persons whomsoever or loss or damage to any property of any person (including the Aircraft), which may be suffered or incurred as a result of or in any way connected with the possession, performance, transportation, transit maintenance, condition, service, repair, use or operation of the Aircraft (either in the air or on the ground) or any part thereof during the Term,

other than Claims attributable to (i) the gross negligence or willful misconduct of the Lessor or (ii) a breach of Lessor’s obligations hereunder, including without limitation Section 4.3 above. Lessee’s liability for any Claims hereunder and its indemnification obligations under this Section 6.1 shall be in its capacity as lessee and operator of the Aircraft only.

6.2 Indemnification by Lessor . Lessor agrees to defend, indemnify and hold harmless the Lessee from and against any and all Claims for or on account of or arising from or in any way connected with injury to or death of any persons whomsoever or loss or damage to any property of any person (including the Aircraft), which may be suffered or incurred as a result of or in any way connected with (i) the gross negligence or willful misconduct of the Lessor or (ii) a breach of Lessor’s obligations hereunder, including without limitation Section 4.3 above.

6.3 Survival . The provisions of Section 6 shall survive the expiration or earlier termination of this Agreement and shall continue in full force and effect notwithstanding such expiration or termination.

Section 7: LIENS; TAXES

7.1 Liens . Lessee shall not create, nor permit to exist, any liens, security interests, mortgages, charges or other encumbrances (“Liens”) upon or against the Aircraft other than (a) Liens created by or attributable to Lessor or any parts thereof or (b) Liens that arise and are discharged in the ordinary course of business (such as, without limitation, mechanics’ liens for maintenance performed on the Aircraft). Nor shall Lessee do or permit to be done anything which may expose the Aircraft or any parts thereof to forfeiture, seizure, arrest, impounding, detention, confiscation, taking in execution, attachment or appropriation.

7.2 Taxes . Lessee shall promptly pay and discharge when due and payable all taxes, penalties and interest that are payable and due arising out of Lessee’s use of the Aircraft and shall indemnify and hold Lessor harmless against any and all sales, use, services, personal property, customs, business, fuel, leasing, occupational, transfer, excise, franchise, ad valorem, turnover, stamp, documentary, gross receipts or other taxes, fees, withholdings, imposts, duties, levies, penalties, fines or interest thereon, imposed, levied or otherwise payable to any national, state or local government, or any subdivision thereof, relating to or attributable to this Agreement (excluding, however, any franchise taxes attributable to Lessor or any taxes imposed on or measured by the net income or net profits of the Lessor).

Section 8: CASUALTY OCCURRENCE

8.1 Definition of Total Loss . For the purposes of this Agreement, “Total Loss” shall mean (i) the actual or constructive total loss of the Aircraft (including any damage thereto which results in an insurance settlement on the basis of a total loss, or requisition for use or hire thereof

which results in an insurance settlement on the basis of a total loss); (ii) the Aircraft being destroyed, damaged beyond repair, or permanently rendered unfit for normal use for any reason whatsoever; and (iii) the requisition of title, capture, seizure, confiscation, detention or grounding of the Aircraft by the FAA or any other competent government authority for a period in excess of thirty (30) days, or the hi-jacking or theft of the Aircraft.

8.2 Total Loss During Term . If the Aircraft is the subject of a Total Loss during the Term, this Agreement shall terminate as of the date of such Total Loss. Provided all amounts which are then due and payable by Lessee under this Agreement have been paid in full to Lessor, Lessee’s obligations hereunder for the payment of charges under Sections 3 and 4 shall cease as from the date when the Aircraft was no longer available for use due to a Total Loss. Lessee shall be liable only for such charges under Sections 3 and 4 hereof as would apply to the use of the Aircraft from the start of the Term to the date of the Total Loss.

Section 9: DEFAULT

9.1 Default by Lessee . If Lessee shall (i) fail to make any payment of Rent or other amounts owed to Lessor when due and payable under this Agreement and such payment is not received by Lessor within ten (10) days of such due date, (ii) fail to pay those costs relating to the operation of the Aircraft as are specified in Section 4 hereof, or (iii) operate the Aircraft outside the scope of the insurance coverage required to be maintained with respect to the Aircraft pursuant to Section 5 hereof, Lessor may declare this Agreement to be in default and may exercise one or more of the following remedies as Lessor in its sole discretion may elect, to the extent available and permitted by, and subject to compliance with any mandatory requirements of applicable law then in effect: (i) demand that Lessee immediately return the Aircraft and Lessee shall thereupon immediately return the Aircraft, in which event this Agreement shall terminate upon such return of the Aircraft; (ii) to the extent permitted by applicable law, enter upon the premises where all or any part of the Aircraft is located and take immediate possession of, and remove, the same, in which event this Agreement shall terminate upon such return of the Aircraft; (iii) proceed by appropriate court action to enforce performance by Lessee of the provisions of this Agreement and to recover damages for the breach thereof; and (iv) terminate this Agreement by written action and repossess the Aircraft.

9.2 Default by Lessor . If Lessor shall (i) fail to maintain the Aircraft in accordance with Sections 4.3(b) or 4.3(d), (ii) fail to provide or maintain insurance coverage for the Aircraft in accordance with Section 5, or (iii) fail to indemnify Lessee in accordance with Section 6.2, Lessee may declare this Agreement to be in default and may exercise one or more of the following remedies as Lessee in its sole discretion may elect, to the extent available and permitted by, and subject to compliance with any mandatory requirements of applicable law then in effect: (i) return the Aircraft to Lessor in which event this Lease shall terminate upon such

return of the Aircraft and Lessor shall refund to Lessee any amounts previously paid by Lessee to Lessor for the lease of Aircraft for any period following the date of such termination; and (ii) proceed by appropriate court action to enforce performance by Lessor of the provisions of this Agreement and to recover damages for the breach thereof.

Section 10: RIGHT OF FIRST REFUSAL

10.1 First Refusal Offer . If Lessor has received a bona fide written offer from a third party to purchase the Aircraft (a “Third Party Offer”) and the Lessor wishes to accept such offer, Lessor shall, prior to accepting such offer, provide Lessee with a notice (the “Notice”) proposing to sell the Aircraft to the Lessee or its affiliates on the same terms and conditions as the Third Party Offer (a “First Refusal Offer”).

10.2 Notice. The Notice shall state that Lessor proposes to effect a sale of the Aircraft pursuant to a Third Party Offer, summarize the terms and conditions of the Third Party Offer and provide the name and address of the third party that has made the Third Party Offer (the "Third Party Offeror”), together with a copy of all writings between Lessor and the Third Party Offeror necessary to establish the terms of the Third Party Offer.

10.3 Exercise of Right of First Refusal. The right of first refusal shall be exercisable by the Lessee or an affiliate of the Lessee by delivery of a written notice to Lessor within five (5) business days after receipt of the Notice (the “Notice Period”). If the Lessee shall fail to respond to the Lessor within the Notice Period, such failure shall be regarded as a rejection of the First Refusal Offer and the Lessor shall be free to sell the Aircraft to the Third Party Offeror without any further obligation to Lessee.

10.4 Sale Pursuant to First Refusal Offer. The closing of the purchase of the Aircraft by Lessee or its affiliate pursuant to the exercise of its right of first refusal pursuant to this Section 10 shall occur on a date chosen by the Lessee or its affiliate, provided that such date shall be not later than 90 days after the date of the Notice. At the closing, each of the parties to the transaction shall execute such additional documents as are necessary or appropriate to consummate the transaction and vest title of the Aircraft in the purchaser.

10.5 Sale to Third Party Offeror. Notwithstanding anything to the contrary in this Section 10, if the Lessee does not exercise its right of first refusal during the Notice Period in accordance with Section 10.3 above, Lessor may sell, transfer and assign the Aircraft to the Third Party Offeror on the terms and conditions of the Third Party Offer, provided that such sale is bona fide and made within 90 days from the last day of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided in this Section 10 shall again become effective, and no sale, transfer or assignment of the Aircraft may be made thereafter without again offering to sell the Aircraft to the Lessee in accordance with this Section 10.

Section 11: MISCELLANEOUS

11.1 Governing Law . This Agreement shall be governed and construed in accordance with the law of the State of New York without regard to any conflict of law rules thereof that might indicate the application of the laws of any other jurisdiction.

11.2 Notices and Communications . For the purposes of this Agreement, all notices and other communications hereunder shall be given by personal delivery, mail, or overnight delivery to the intended recipient at the address specified below:

(a)	If to Lessor:

Wendy’s/Arby’s Group, Inc.

1155 Perimeter Center West

Suite 1200

Atlanta, Georgia 30338

Attn: General Counsel

(b)	If to Lessee:

TASCO, LLC

280 Park Avenue, 41 st Floor

New York, New York 10017

Attn: Chief Legal Officer

Such notice shall be effective upon receipt by the recipient (which receipt shall be deemed to take place upon (i) five (5) days after mailing (by certified mail, return receipt requested) in the case of a first class letter, (ii) upon confirmed receipt in the case of a overnight delivery and (iii) upon signed receipt of a personal delivery), shall be in writing and shall be in the English language.

11.3 Complete Agreement . This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral communications or agreements with respect thereto, including, without limitation, the Aircraft Time Sharing Agreement dated as of August 6, 2007, as amended, by and between Triarc Companies, Inc. and Trian Fund Management, L.P.

11.4 Counterparts . This Agreement may be executed in any number of counterparts, each of which when executed shall be considered an original, and when taken together shall

11.5 constitute but one and the same instrument, and either of the parties hereto may execute this Agreement by signing such counterpart.

11.6 Third Party Beneficiaries . Lessor hereby acknowledges and agrees that Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden shall be third party beneficiaries of, and shall have full right and power to enforce, the provisions of Section 5, 6.2 and 10 hereof as if they were parties to this Agreement.

Section 12: REPRESENTATIONS AND WARRANTIES

(a) Representations and Warranties of Lessor . The Lessor represents and warrants that:

(i) Corporate Authority and Due Execution . Lessor has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Lessor and the consumption of the transactions contemplated hereby have been duly and validly authorized by all necessary action. This Agreement has been duly and validly executed and constitutes the valid and binding agreement of the Lessor, enforceable against it in accordance with its terms.

(ii) No Violation; Consents . No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of or by, any third party, including without limitation, any lender or any federal, state or local governmental authority or agency (including, without limitation, the U.S. Department of Transportation or the Federal Aviation Administration (“FAA”)) is required with respect to the execution, delivery and performance by Lessor of this Agreement or the consummation of any of the transactions contemplated hereby, or if any such approval, notice, registration or action is required, it has been duly given or obtained, other than (A) the consent (the “Siemens Consent”) of Siemens Financial Services, Inc. (“Siemens”) and (B) notification of the Agreement to the FAA. Lessor agrees that if it has not obtained the Siemens Consent prior to the commencement of the Term, it shall on or before June 30, 2009 satisfy and discharge all of its obligations to Siemens under that certain Note and Aircraft Security Agreement dated as of September 4, 2008 between Lessor and Siemens (the “Siemens Note”).

(b) Representations and Warranties of the Lessee . The Lessee represents and warrants as follows:

(i) Authority and Due Execution . Lessee has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Lessee and the consumption of the

transactions contemplated hereby have been duly and validly authorized by all necessary action. This Agreement has been duly and validly executed and constitutes the valid and binding agreement of the Lessee, enforceable against it in accordance with its terms.

Section 13: TRUTH-IN-LEASING

Truth-in-Leasing Provision . LESSOR CERTIFIES THAT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER THE PROVISIONS OF FEDERAL AVIATION REGULATIONS PART 91. LESSEE CERTIFIES THAT (i) AT ALL TIMES DURING THE TERM HEREOF, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER THE PROVISIONS OF FEDERAL AVIATION REGULATIONS PART 91, (ii) DURING THE TERM OF THISAGREEMENT, LESSEE, AND NOT LESSOR, SHALL BE RESPONSIBLE FOR THE OPERATIONAL CONTROL OF THE AIRCRAFT AND (iii) LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR COMPLIANCE WITH RESPECT TO ALL APPLICABLE FEDERAL AVIATION REGULATIONS. THE PARTIES UNDERSTAND THAT AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL OF THE AIRCRAFT AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. LESSEE AGREES TO KEEP A COPY OF THIS AGREEMENT IN THE AIRCRAFT AT ALL TIMES DURING THE TERM HEREOF.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers as of the day and year first above written.

WENDY’S/ARBY’S GROUP, INC. TASCO, LLC

By: /s/ NILS H. OKESON By: /s/ EDWARD P. GARDEN

Name: Nils H. Okeson Name: Edward P. Garden

Title: SVP, General Counsel and Secretary Title: Vice Chairman

Trian Fund Management, L.P. (“Trian”) absolutely and unconditionally guarantees to Wendy’s/Arby’s Group, Inc. (the “Lessor”) the performance and observance of any and all of the obligations of TASCO, LLC (the “Lessee”) under the foregoing Agreement, including but not limited to the payment in full of all amounts due from Lessee to Lessor under the Agreement. This Guarantee constitutes the direct, general and unconditional obligation of Trian, is irrevocable and with respect to the obligations of Lessee involving payment of amounts due to Lessor is a guarantee of payment and not of collection.

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