SECOND AMENDMENT TO THE WENDY'S INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN

Deferred Unit Award Agreement

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WENDYS INTERNATIONAL INC

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Title: SECOND AMENDMENT TO THE WENDY'S INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN
Date: 11/5/2004
Industry: EATING Sector: SERVIC

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EX-4

Exhibit 4

SECOND AMENDMENT TO THE

WENDY’S INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN

WHEREAS, Wendy’s International, Inc. (the “Company”) adopted the Wendy’s International, Inc. Deferred Compensation Plan, effective January 1, 2004 (the “Plan”); and

WHEREAS, in response to comments received from the Canada Revenue Agency, the Company wishes to amend Annex I of the Plan (the “Canadian Annex”).

NOW, THEREFORE, effective August 3, 2004, the Company amends Annex I of the Plan (the “Canadian Annex”) as follows:

(1)		Subparagraph 2(iii) of the Canadian Annex shall be replaced with the following:

		“2(iii) Section 6.4 shall be replaced with the following:

“Section 6.4. Investment in Stock Units. The deemed investment in Stock Units may be made only in accordance with the exemptions from short-swing profit recovery provided by the regulations promulgated under Section 16 of the Exchange Act and the Company’s policies appli

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