0000903423-06-000441 Sample Contracts

AMENDMENT NO.1 TO AGREEMENT
Amendment No. 1 to Agreement • April 28th, 2006 • Trian Fund Management, L.P. • Retail-eating places

Reference is made to the Agreement made the 4th day of November, 2005 (the “Agreement”), by and among Sandell Asset Management Corp., 40 West 57th Street, New York, NY 10019, and Trian Fund Management, L.P., 280 Park Avenue, 41st Floor, New York, NY 10017, with respect to Wendy’s International, Inc., an Ohio corporation. The parties hereto desire to amend the Agreement pursuant to this Amendment, made the 27th day of April, 2006 (this “Amendment”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Agreement.

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