Summary of WENDY'S/ARBY'S GROUP, INC.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On May 28, 2009, Wendy's/Arby's Group, Inc. (the "Company") amended and restated its certificate of incorporation (the "Certificate of Incorporation") to reflect approval of the following proposals at the Company's 2009 annual meeting of stockholders:

· to adopt an amendment and restatement of the Certificate of Incorporation to refer to "Class A Common Stock" as "Common Stock" and make other conforming changes;

· to adopt an amendment and restatement of the Certificate of Incorporation to provide that, in the absence of the Chairman of the Board, the alternate presiding chairman at a meeting of the Company's stockholders would be, in order, the Vice Chairman, the Chief Executive Officer or a person designated by a majority of the Board of Directors;

· to adopt an amendment and restatement of the Certificate of Incorporation to change the advance notice procedures for stockholder proposals and director nominations; and

· to adopt an amendment and restatement of the Certificate of Incorporation to repeal Article VI thereof, which imposed super-majority stockholder approval requirements for certain business combination transactions between the Company and an interested stockholder.

The foregoing description of the amendments reflected in the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation, which was filed with the Secretary of State of the State of Delaware on May 28, 2009 and is attached as Exhibit 3.1 hereto and incorporated by reference herein.

On May 28, 2009, effective simultaneously with effectiveness of the Amended and Restated Certificate of Incorporation, the Board of Directors of the Company amended and restated the Company's by-laws (the "By-Laws") to conform the following provisions of the By-Laws to the Amended and Restated Certificate of Incorporation:

· Article II, Section 11 of the By-Laws was amended to provide that, the absence of the Chairman of the Board, the alternate presiding chairman at a meeting of the Company's stockholders would be, in order, the Vice Chairman, the Chief Executive Officer or a person designated by a majority of the Board of Directors; and

· Article VIII of the By-Laws, which provides for director and officer indemnification, was amended to conform to the indemnification provisions of Article VI of the Amended and Restated Certificate of Incorporation.

The foregoing description of the amendments reflected in the Amended and Restated By-Laws is qualified in its entirety by reference to the Amended and Restated By-Laws attached as Exhibit 3.2 hereto and incorporated by reference herein.