I. PARTIES/STATUTES

1. The parties to this Agreement are: the United States of America, the State of Arizona, the State of California, the State of Florida, the State of Illinois, the State of Kansas, the Commonwealth of Massachusetts, the State of Minnesota, the Commonwealth of Pennsylvania, the State of West Virginia (collectively, the "Federal-State Task Force"), and Wendy's International, Inc. ("WII"). The parties hereby agree as follows.
2. This Agreement is reached under the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq. (1990), its implementing regulations ("ADA") (including the ADA Standards for Accessible Design, 28 C.F.R. pt. 36, Appendix A ("Standards")), and the following state accessibility laws (collectively, "State Accessibility Laws"): the Arizonans with Disabilities Act, Ariz. Rev. Stat. §§ 41-1492 et seq. ; California Government Code §§ 4450 et seq.; California Health and Safety Code §§ 19955 et seq.; California Civil Code §§ 51 et seq.; California Code of Regulations, Title 24; The Florida Americans With Disabilities Accessibility Implementation Act, Florida Statutes, §§ 553.501-513; the Facilities for the Handicapped Act (1965) (amended 1967); Former Ill. Rev. Stat. Ch. 111 1/2, par. 3701 et seq. (repealed); the Environmental Barriers Act ("EBA"), 410 ILCS 25/1 et seq. (1985) (amended 1996); the Accessibility Standards Illustrated, 71 Ill. Adm. Code 400.110 et seq. (1978); the Illinois Accessibility Code, 71 Ill. Adm. Code 400.110 et seq. (1988) (amended 1997); Kansas Architectural Accessibility Standards Act, K.S.A. §§ 58-1301 et seq.; Massachusetts Architectural Access Statute, M.G.L. c. 22, § 13A; 521 C.M.R. §§ 1.1 et seq.; the Minnesota Human Rights Act, Minn. Stat. § 363.01 et seq.; The Pennsylvania Human Relations Act, Act of October 27, 1995, P.L. 744, as amended, 43 P.S. §§ 951, et seq.; the West Virginia Human Rights Act, §§ 5-11-1 et seq.

II. FACTS

3. WII is incorporated under the laws of the State of Ohio, and does business in all fifty of the United States of America, the District of Columbia, the Commonwealth of Puerto Rico, Guam, American Samoa, the Virgin Islands, the Trust Territory of the Pacific Islands, and the Commonwealth of the Northern Mariana Islands. WII owns, leases, and operates restaurants in the United States and abroad that use the trade names "Wendy's," "Wendy's Old Fashioned Hamburgers," and "Tim Horton's."
4. "WII Restaurants" means all restaurants owned, leased, or operated by WII, except for those franchised restaurants, which are licensed by WII, but which are not otherwise owned, leased, or operated by WII. "WII Restaurants" does include all restaurants which WII leases to franchisees. WII Restaurants are listed in Exhibit A to this Agreement.
5. All WII Restaurants are places of public accommodation within the meaning of 42 U.S.C. § 12181(7)(B), (E) and 28 C.F.R. § 36.104. WII is a public accommodation within the meaning of 42 U.S.C. § 12182(a) and 28 C.F.R.§ 36.201(a), as it owns, leases, leases to, or operates, all WII Restaurants. WII is subject to all State Accessibility Laws referenced in Paragraph 2 of this Agreement with regard to WII Restaurants.
6. This Settlement Agreement resolves the alleged failure of certain WII Restaurants to comply with the ADA and/or applicable State Accessibility Laws. The United States, the State of Arizona, and the State of Illinois received complaints alleging that various barriers to access existed at WII Restaurants under their jurisdiction. In addition, the Federal-State Task Force reviewed architectural plans for and/or visited WII Restaurants in: Arizona, California, Florida, Illinois, Kansas, Louisiana, Massachusetts, Minnesota, Ohio, Pennsylvania, Washington, and West Virginia, and found features in those facilities that the Federal-State Task Force believes do not comply with the ADA and/or the applicable State Accessibility Law.
7. The alleged barriers to access found by the Federal-State Task Force at WII Restaurants include, but are not limited to, queue lines in which customers line up to wait to order food ("Customer Queues"). The Federal-State Task Force believes these Customer Queues lack sufficient width or turning space for wheelchairs, and therefore fail to comply with the Standards and with similar provisions of State Accessibility Laws.
8. WII denies that it has violated the ADA and/or applicable State Accessibility Laws, and nothing in this Agreement shall be construed as an admission of liability by WII. WII maintains that it is fully committed to compliance with the ADA and applicable State Accessibility Laws and that it has taken substantial steps both before and since enactment of the ADA to ensure that WII Restaurants are accessible and in compliance with the ADA and/or State Accessibility Laws. More specifically, long before the Federal-State Task Force investigation was instituted, WII embarked on a program for increasing the accessibility of WII Restaurants. This program, which continues to date, is an ongoing program designed to increase accessibility to WII Restaurants, and includes, among other things, self-evaluation and accessibility assessments of WII Restaurants, barrier removal efforts based on evaluations and assessments, consultation with disabled employees and disability rights advocacy organizations concerning methods by which to further increase accessibility to WII Restaurants, employee training concerning service to disabled customers, extensive utilization of ADA and accessibility consultants on matters concerning self-evaluation, barrier removal efforts, design and construction, as well as the dedication of substantial company resources to achieve greater accessibility to WII Restaurants.
9. In light of this Agreement, the parties have determined that their respective interests can be met without engaging in protracted litigation, and this Agreement is entered into in order to avoid the costs and burdens of litigation.

III. NEWLY CONSTRUCTED RESTAURANTS

10. For all WII Restaurants that were constructed after the ADA effective dates for new construction (28 C.F.R. § 36.401(a)), WII agrees to the provisions in Paragraphs 11-14.
11. WII, at its option, will either remove or modify all Customer Queues to comply with the Standards, including, but not limited to, standards for width and turning width, by one year and six months from the execution of this Agreement (February 27, 2000). Modifications shall be in accordance with the standard detailed plans and drawings referenced in Paragraph No. 12 herein.
12. If WII chooses to modify rather than remove the Customer Queues at WII Restaurants, WII will not undertake any modifications until it has submitted and received approval of the standard detailed plans and drawings for the modified Customer Queues from the United States Department of Justice. These plans and drawings must include all measurements of the modified Customer Queues and any other features affected by the modification. WII agrees to submit to the United States Department of Justice several alternative sets of standard detailed plans and drawings for modified Customer Queues and agrees to utilize one or more of the same for purposes of modification of Customer Queues pursuant to Paragraph No. 10 herein.
13. In addition, within one year from the execution of this Agreement (by August 27, 1999), WII agrees to remove all alleged barriers to access listed in the Barrier Identification Letter, from the Federal-State Task Force to WII, dated August 27, 1998, to the extent such alleged barriers are not in compliance with the Standards and/or applicable State Accessibility Law.
14. For all WII Restaurants to be constructed after the effective date of this Agreement, WII agrees to:

1. Comply in all respects with the ADA and applicable State Accessibility Laws.
2. Modify all prototype or other architectural plans to comply in all respects with the Standards. This includes, but is not limited to, modifying the plans to either eliminate Customer Queues or to widen them to meet ADA standards for width and turning width and similar provisions of the State Accessibility Laws, such as is reflected in the standard detailed plans and drawings referenced in Paragraph No. 12 herein, and to ensure that such plans comply in all respects with the ADA and applicable State Accessibility Laws for all features listed in the Barrier Identification Letter.
3. Notify in writing all recipients of its prototype or other architectural plans that all features on those plans that are covered by and comply with the ADA are required by federal law. The notification shall also inform recipients of the need for ADA compliance in features not included in the plans, such as exterior features, parking, routes from parking and public sidewalks and transportation to accessible entrances.

IV. PRE-EXISTING RESTAURANTS

15. For all WII Restaurants which were constructed before the ADA new construction effective dates (28 C.F. R. § 36.401(a)) ("Pre-Existing Restaurants"), WII agrees to:

1. At its option, either remove or modify all Customer Queues to comply with the Standards, including, but not limited to, standards for width and turning width, within one year and six months from the execution of this Agreement (by February 27, 2000).
2. If WII elects to modify rather than remove the Customer Queue at WII Restaurants, WII will not undertake any modifications until it has submitted and received approval of the standard detailed plans and drawings for the modified Customer Queue from the United States Department of Justice. These plans and drawings must include all relevant measurements of the modified Customer Queue and any other features affected by the modification. WII agrees to submit to the United States Department of Justice several alternative sets of standard detailed plans and drawings for modified Customer Queues and agrees to utilize one or more of the same for purposes of modification of Customer Queues pursuant to Paragraph No. 15(a) herein.
3. A small percentage of WII's Pre-Existing Restaurants were not built according to standard building plans due to unique factors. As such, modification of the Customer Queues located within such non-standard restaurants utilizing the standard detailed plans and drawings referenced in Paragraph No. 15(b) herein, may not be possible. In any such instances, WII will at its option, either remove such Customer Queues or modify the same in accordance with special non-standard modifications, which have no less width and turning width than the standard plans referred to in Paragraph No. 12 of this Agreement, and which have been approved by the Federal-State Task Force.

V. REPORTING

16. WII agrees to submit to the Federal-State Task Force a plan for completion of the modifications described in this Agreement within 90 days after the execution of this Agreement (by November 25, 1998). This plan will include: a description of the modifications to be made at WII Restaurants; WII's plan for completing modifications at the WII Restaurants in each state; and the dates by which WII will complete those modifications for each state. WII reserves the right to make reasonable adjustments to the planned deadlines for completion of modifications, but WII will notify the Federal-State Task Force of any such adjustments within 10 days of the original deadline.
17. WII agrees to submit reports to the Federal-State Task Force, summarizing all work performed pursuant to this Agreement since the previous report: 90 days after the date of execution of this Agreement (November 25, 1998); 180 days after the date of execution of this Agreement (February 23, 1999); and at 120-day intervals thereafter, until all modifications under this Agreement are complete.
18. WII will permit representatives from the Federal-State Task Force to conduct site visits to WII Restaurants to check compliance with this Agreement. These visits will occur only between 9:00 a.m. and 11:00 a.m., or 2:00 p.m. and 5:00 p.m., in order to minimize any effect on business. In order to facilitate orderly site visits, members of the Federal-State Task Force will notify WII of planned visits no less than 3 business days in advance of the visits. WII will instruct all General Managers or other appropriate employees at all WII Restaurants to permit such visits.

1. Within 10 days of the date of this Agreement (by September 6, 1998), WII will provide the Federal-State Task Force with a signed letter, attached as Exhibit B to this Agreement, to the Task Force members, evidencing WII's agreement that the Task Force has the authority to perform these site visits.
2. Within 30 days of the date of this Agreement (by September 26, 1998), WII will send a letter, attached as Exhibit C to this agreement, to the General Managers or other principal employees responsible for operating all WII Restaurants, evidencing WII's agreement that the Federal-State Task Force members have the authority to perform these site visits. Within 45 days of the date of this Agreement (by October 11, 1998), WII will send to the Federal-State Task Force a copy of this letter after it has been sent as described in subparagraph a, above. WII will also certify in writing to the Federal-State Task Force at that time that the letter has been sent to all WII Restaurants.

VI. FRANCHISED RESTAURANTS

19. In order to improve compliance at its Franchised Restaurants, WII agrees to do the following, in addition to any measures listed above which affect Franchised Restaurants:

1. Send a communication, attached as Exhibit D to this Agreement, to all current and future owners of Franchised restaurants, explaining:

1. the franchisee's legal obligation to comply with the ADA and applicable State Accessibility Law;
2. why it is in the franchisee's interest to comply with the ADA and applicable State Accessibility Law;
3. the fact that WII has signed this Agreement and has committed to undertake certain action;
4. the potential risk for litigation;
5. ADA standards for new construction, alterations, and for pre-existing facilities that are not being altered;
6. that WII will make available to franchisees materials and expertise to facilitate the franchisee's compliance with the ADA and applicable State Accessibility Laws, including solutions devised for WII Restaurants.

2. Supply in-house technical assistance without charge to help franchisees attain ADA and State Accessibility Law compliance, and advise all franchisees that WII is willing to provide such assistance.
3. Make as an explicit condition of all WII franchise/license agreements that are new or renewed after the date of execution of this Agreement that each franchisee acknowledges its responsibility for ensuring that its restaurant complies in all respects with the ADA and applicable State Accessibility Law.

VII. PAYMENTS

20. WII will pay $2,000 compensation to each of the five individuals or organizations who filed a complaint with the United States Department of Justice or State Attorney General's office regarding lack of accessibility at WII Restaurants, within 30 days of the execution of this Agreement (by September 26, 1998). This includes two such $2,000 payments to one complainant who alleged exclusion from two WII Restaurants.
21. WII will pay $5,000 to each of the Federal-State Task Force members, for a total of $50,000, within 30 days of the execution of this Agreement (by September 26, 1998), in accordance with Exhibit E to this Agreement.

VIII. ENFORCEMENT AND MISCELLANEOUS PROVISIONS

22. In consideration for this Settlement Agreement, the parties agree to refrain from filing any lawsuits at this time with respect to the matters encompassed by this Agreement.
23. If WII fails to comply with any provision of this Agreement, the Federal-State Task Force may take the position that such failure shall constitute a subsequent violation, within the meaning of 42 U.S.C. § 12188(b)(2)(C)(ii) and 28 C.F.R. § 36.504(a)(3)(ii), and WII shall correct this noncompliance within 60 days of its being notified of the noncompliance. The Federal-State Task Force agrees to provide written notice to WII of any such alleged noncompliance, and the parties agree to refrain from the filing of any lawsuits premised upon such noncompliance if it is corrected within the 60 day cure period. If WII fails to take any actions described in Sections III and IV of this Agreement, without prior written approval of the Federal-State Task Force, it shall be liable to the Federal-State Task Force for a civil penalty of no less than $5,000 for each required action not taken, in each restaurant, in addition to any appropriate compensatory damages caused by WII's failure to comply. If the parties dispute liability in any such situation, and cannot resolve the dispute, they may appeal to a court of competent jurisdiction to determine liability.
24. Failure by the Federal-State Task Force, or any of its members, to enforce this entire Agreement, or any provision thereof, with regard to any deadline or any other provision herein shall not be construed as a waiver of its right to do so with regard to other deadlines and provision of this Agreement.
25. The Federal-State Task Force, and its individual members, do not intend any aspect of this Agreement to evidence a legal interpretation of the ADA or any State Accessibility Law regarding franchisor liability under those laws. Similarly, nothing contained in this Agreement shall be deemed or construed as an act, commitment, or promise of any nature whatsoever, on the part of WII to assume liability or responsibility for compliance with the ADA or any State Accessibility Law for any franchised facility that is not otherwise owned, operated or leased by WII.
26. This Agreement is a public document. A copy of this document, or any information contained therein, may be made available to any person.
27. The effective date of this Agreement is the date of the last signature below.
28. This Agreement shall be binding on WII. This Agreement shall also be binding on WII's successors in interest for two years from the effective date of this Agreement (until August 27, 2000), or six months from the completion of WII's modifications under this Agreement, whichever is later, and WII has a duty to so notify all such successors in interest.
29. If WII seeks to sell one of the WII Restaurants for which modifications are required by this Agreement, unless WII obtains a written certification from the buyer that the buyer will make the required modifications or remove the features to be modified, WII must complete all required modifications before any such sale takes place, notwithstanding any deadlines set by this Agreement or by WII's plan for completion of modifications referred to in Paragraph 16 of this Agreement.
30. This Agreement, and any attachments thereto, the Barrier Identification Letter, and the letter from the Federal-State Task Force to WII dated August 27, 1998, constitute the entire agreement between the parties on the matters raised herein, and no other statement, promise, or agreement, either written or oral, made by either party or agents or either party, that is not contained in this written Agreement, shall be enforceable.
31. This Agreement is limited to the facts set forth in it. This Agreement does not purport to remedy any other potential violations of the ADA or any other State or Federal law. This Agreement does not purport to list all violations of the ADA or any State Accessibility Law by WII or by any other owner, operator, lessor, lessee of any WII Restaurants or Franchised Restaurants.
32. Signors of this Agreement on behalf of the parties represent that they are authorized to bind those parties to this Agreement. The parties agree that this Agreement may be signed in counterpart.
33. Notices of any kind required or contemplated under this Agreement shall be made by mailing the same via U.S. Postal Service, first class certified mail, return receipt requested, and notice shall be deemed given on the date of receipt of the same. Notice to the Federal-State Task Force shall be mailed to all addressees listed on Exhibit B to this Agreement at the listed addresses. Notices to WII shall be mailed to General Counsel, Legal Department, Wendy's International, Inc., P.O. Box 256, 4288 West Dublin Granville Road, Dublin, Ohio 43017.
34. Deadlines listed in this Agreement which fall on weekends or holidays will be extended to the next business day.

For Wendy's International, Inc.:

_________________________   Date________________
Frederick R. Reed
Chief Financial Officer,
General Counsel & Secretary
Wendy's International, Inc.

For the Federal-State Task Force
(see pages 10-19):

_________________________   Date________________

For the United States Department of Justice:

Bill Lann Lee,
Acting Assistant Attorney General
Civil Rights Division

_________________________   Date________________
John L. Wodatch
Renee Wohlenhaus
Bebe Novich
Attorneys
Disability Rights Section
Civil Rights Division
U.S. Department of Justice
P.O. Box 66738
Washington, D.C. 20035-6738
(202) 307-0663

For the State of Arizona:

For Arizona Attorney General Grant Woods:

Gloria G. Ybarra
Chief Counsel
Civil Rights Division

_________________________   Date________________
Robbin M. Coulon
Lori B. Jones
Assistant Attorneys General
Civil Rights Division
Arizona Attorney General
1275 West Washington St.
Phoenix, Arizona 85007
(602) 542-5263

For the State of California:

DANIEL E. LUNGREN,
Attorney General of the State of California
RODERICK E. WALSTON,
Chief Assistant Attorney General
CAROLE R. KORNBLUM,
Senior Assistant Attorney General
LOUIS VERDUGO, JR.,
Supervising Deputy Attorney General

_________________________   Date________________
Louis Verdugo, Jr.
Supervising Deputy Attorney General
Office of the Attorney General
300 S. Spring St., Suite 500
Los Angeles, CA 90013
(213) 897-2177

For the State of Florida:

ROBERT A. BUTTERWORTH
Attorney General
State of Florida

_________________________   Date________________
Gregory Durden, Esq.
Director of Civil Rights
Florida Bar 366781
Office of the Attorney General
110 S.E. 6th Street, 9th Fl.
Ft. Lauderdale, Florida 33301
(954) 712- 4600 (954) 712-4657 - Fax

For the State of Illinois:

PEOPLE OF THE STATE OF ILLINOIS
JAMES E. RYAN
Attorney General of Illinois

_________________________   Date________________
Tracy L. Hartlieb
Chief, Disability Rights Bureau

State of Illinois
Office of the Attorney General
100 W. Randolph, 13th Floor
Chicago, Illinois 60601
(312) 814-3399

For the State of Kansas:

Carla J. Stovall
Attorney General of Kansas

_________________________   Date________________
Richard Smith
Assistant Attorney General
State of Kansas
Office of the Attorney General
Judicial Center
301 W. 10th Street
Topeka, Kansas 66612
(785) 296-2215

For the Commonwealth of Massachusetts:

SCOTT HARSHBARGER
MASSACHUSETTS ATTORNEY GENERAL

_________________________   Date________________
Stanley J. Eichner
Director, Disability Rights Project
Assistant Attorney General
Office of the Attorney General
One Ashburton Place
Boston, Massachusetts 02108
(617) 727-2200

For the State of Minnesota:

HUBERT H. HUMPHREY III
Attorney General
State of Minnesota

_________________________   Date________________
ERICA JACOBSON
Assistant Attorney General
Atty. Reg. No. 49360

1200 NCL Tower
445 Minnesota Street
St. Paul, Minnesota 55101-2130
(612) 296-3546

FOR THE COMMONWEALTH OF PENNSYLVANIA:

D. MICHAEL FISHER
Attorney General

_________________________   Date________________
TRENT HARGROVE
Chief Deputy Attorney General
Civil Rights Enforcement Section

ALEXIS L. BARBIERI
Executive Deputy Attorney General
Public Protection Division
Commonwealth of Pennsylvania

Office of the Attorney General
14th Floor
Strawberry Square
Harrisburg, Pennsylvania 17120
(717) 787-0822

For the State of West Virginia:

Darrell V. McGraw, Jr.
Attorney General of West Virginia

_________________________   Date________________
Mary Catherine Buchmelter
Deputy Attorney General
Civil Rights Division
812 Quarrier Street, Suite 500
L & S Building
P.O. Box 1789
Charleston, West Virginia 25326-1789

To: Addressees Listed Below

Re: Compliance with the Americans with Disabilities Act and State Accessibility Laws at Wendy's Restaurants

Dear Federal-State Task Force Member:

        This letter evidences the agreement of Wendy's International, Inc. ("WII"), pursuant to the Settlement Agreement signed between WII and the Federal-State Task Force members on August 27, 1998, that you or your representatives may perform, site visits to any restaurant owned by WII as of the date of that Agreement, for the purposes of determining WII's compliance with that Settlement Agreement. Your representatives may survey facilities to assess compliance of any architectural features with the Americans with Disabilities Act and/or the applicable state accessibility law, by, for example, taking photographs and measurements, reviewing architectural plans, if available, and other reasonable measures. The Federal-State Task Force members have agreed that these visits will take place only between the hours of 9:00 a.m.-11:00 a.m. and 2:00 p.m.-5:00 p.m., to minimize the effect on business. In order to facilitate orderly site visits, members of the Federal-State Task Force will notify WII of planned visits no less than 3 business days in advance of the visits.

Sincerely,

_______________________________________
Frederick R. Reed (date)
Chief Financial Officer
General Counsel & Secretary
Wendy's International, Inc.

To:

Bebe Novich
Trial Attorney
Disability Rights Section
Civil Rights Division
U.S. Department of Justice
P.O. Box 66738
Washington, D.C. 20035-6738

Louis Verdugo, Jr.
Supervising Deputy Attorney General
State of California
Office of the Attorney General
300 S. Spring St., Suite 500
Los Angeles, CA 90013

Tracy Lovi Hartlieb
Assistant Attorney General
Chief, Disability Rights Bureau
State of Illinois
Office of the Attorney General
100 W. Randolph, 13th Floor
Chicago, Illinois 60601

Stanley J. Eichner
Director, Disability Rights Project
Assistant Attorney General
Commonwealth of Massachusetts
Office of the Attorney General
One Ashburton Place
Boston, Massachusetts 02108

Trent Hargrove
Chief Deputy Attorney General
Commonwealth of Pennsylvania
Office of the Attorney General
14th Floor
Strawberry Square
Harrisburg, Pennsylvania 17120

Robbin M. Coulon
Assistant Attorney General
Civil Rights Section
State of Arizona
Office of the Attorney General
1275 West Washington St.
Phoenix, Arizona 85007

Gregory Durden
Director of Civil Rights
State of Florida
Office of the Attorney General
110 S.E. 6th Street, 9th Fl.
Ft. Lauderdale, Florida 33301

Richard Smith
Assistant Attorney General
State of Kansas
Office of the Attorney General
Judicial Center
301 W. 10th Street
Topeka, Kansas 66612

Erica Jacobson
Assistant Attorney General
State of Minnesota
Office of the Attorney General
1200 NCL Tower
445 Minnesota Street
St. Paul, Minnesota 55101-2130

Mary Catherine Buchmelter
Deputy Attorney General for Civil Rights
State of West Virginia
Office of the Attorney General
812 Quarrier Street
L & S Building, Sixth Floor
Charleston, West Virginia 25301

[General Manager Wendy's Restaurant]

Re: Compliance with the Americans with Disabilities Act and State Accessibility Laws

Dear [General Manger]:

        This is to inform you that Wendy's International, Inc. ("WII") has entered into an agreement with a Federal-State Task Force consisting of the United States Department of Justice and Attorneys General from the states of Arizona, California, Florida, Illinois, Kansas, Massachusetts, Minnesota, Pennsylvania, and West Virginia (the "Task Force") to ensure accessibility at company-owned or leased restaurants. Pursuant to this agreement, we have agreed to take certain actions in connection with the removal or widening of the customer queues at all company-owned or leased restaurants, because the Federal-State Task Force believes that our previous queue designs were not wide enough for some customers who use wheelchairs. We have also agreed to remove various other alleged barriers to access by August 27, 1999.

        Also pursuant to that Agreement, we have agreed to allow representatives of the Task Force to perform site visits of all corporate-owned or leased restaurants to assess our compliance with the Agreement. During these inspections, Task Force representatives may visit your restaurant, survey areas of the facility, take measurements, take photographs, review architectural plans if available, and take any other measure necessary. The Task Force will conduct their visits between 9:00 a.m.-11:00 a.m. and 2:00 p.m.-5:00 p.m., to minimize the effect on business. Please cooperate with them during these visits. In order to facilitate orderly site visits, members of the Federal-State Task Force will notify WII of planned visits no less than 3 business days in advance of the visit. We, in turn, will notify you if we receive notice that your restaurant is to be the subject of a site visit.

        For further information on these visits or your obligations under the ADA, you may contact Mark Inzetta, Assistant General Counsel, Wendy's International, Inc., P.O. Box 256, 4288 West Dublin Granville Road, Dublin, Ohio 43017, (614) 764-6818.

Sincerely,

___________________________________
Frederick R. Reed (date)
Chief Financial Officer
General Counsel & Secretary
Wendy's International, Inc.

[Franchise Owner/Proposed Franchise Owner]

Re: Compliance with the Americans with Disabilities Act and State Accessibility Laws

Dear [Franchise Owner or Proposed Franchise Owner]:

        This letter is to inform you of certain requirements for accessibility for individuals with disabilities under federal and state law at your restaurant. Wendy's and Tim Horton's restaurants are covered by the federal Americans with Disabilities Act of 1990, 42 U.S.C.§§ 12101 et seq. ("ADA"), and most are also covered by state laws prohibiting discrimination on the basis of disability in public accommodations.

        As a restaurant owner, you have responsibilities under the ADA. The ADA places responsibility for compliance on all owners, lessors, lessees, and operators of restaurants. The ADA requires responsible entities to, among other things: make reasonable modifications to their policies, practices, or procedures if necessary to afford their services to individuals with disabilities. For instance, restaurants that otherwise prohibit pets must allow entrance to service animals.

        The ADA also contains architectural requirements, which are embodied in the ADA Standards for Accessible Design. The ADA requires accessibility in new construction, alterations of facilities, and even if a facility is not being altered. Newly constructed restaurants must comply with ADA standards unless it is structurally impracticable to do so. If restaurants are being altered, the altered areas must comply with ADA standards unless it would be technically infeasible to do so, and, if the alteration is in a primary function area of the restaurant, the path of travel from parking and public ways to the altered area must comply with ADA standards, unless it would be technically infeasible or disproportionate to (i.e. more than 20% of) the cost of the alteration. For restaurants that existed prior to the ADA effective dates for new construction, and that are not being altered, barriers to access must be removed if it is readily achievable to do so. "Readily achievable" means easily accomplishable without significant difficulty or expense. For further information on these requirements, you may contact any of the entities listed in the last paragraph of this letter.

        We have entered into an agreement with the United States Department of Justice and Attorneys General from the states of Arizona, California, Florida, Illinois, Kansas, Massachusetts, Minnesota, Pennsylvania, and West Virginia to ensure accessibility at company-owned or leased restaurants. Pursuant to this agreement, we have agreed to remove or widen the customer queues at all company-owned or leased restaurants, because the above-named entities believe that our previous queue design was not wide enough for customers who use wheelchairs.

        We strongly encourage you to ensure that your restaurant complies with those accessibility laws. Compliance with accessibility laws is good for your business: without it you may be excluding some of the 49 million individuals with disabilities in this country. Furthermore, strict compliance with the ADA and state accessibility laws will help insulate you from liability under those laws. Under the ADA, a private individual may sue and receive injunctive relief and attorneys' fees, and the United States Department of Justice may sue and receive injunctive relief, compensatory damages on behalf of individuals and civil penalties of up to $50,000 for a first violation and $100,000 for subsequent violations. State laws may have similar relief provisions.

        We are offering free technical assistance to help you effect compliance in your restaurant. We can provide training materials and advice for you in constructing or making modifications to your restaurant. For this information, please contact Hank Sherowksi, Vice-President -- Engineering, Wendy's International, Inc., P.O. Box 256, 4288 West Dublin Granville Road, Dublin, Ohio 43017, (614) 764-3361.

        In addition, for copies of ADA standards and general information about the ADA, you can contact the United States Department of Justice's telephone information line at (800) 514-0301/voice (800) 514-0383/tty; the Department's ADA Home Page at http://www.usdoj.gov/crt/ ada/adahom1.htm, or your local ADA Technical Assistance Center, funded by the United States Department of Education, at (800) 969-4ADA (you will be automatically transferred to the center in your region).

Sincerely,

_____________________
W. Stephen Wirt
Vice President
Franchise & Sales Development
Wendy's International, Inc.

WII shall pay each individual Task Force member $5,000, payable as follows:

1. Payment to the United States Department of Justice shall be made by check payable to the United States Treasury.
2. Payment to the Arizona Attorney General shall be made by check payable to the State of Arizona.
3. Payment to the California Attorney General shall be made by check payable to the Department of Justice, State of California.
4. Payment to the Florida Attorney General shall be made by check payable to the Florida Association of Community Relations Professionals, Inc., a not-for-profit Florida corporation, to conduct a workshop addressing accessibility requirements under federal and state law.
5. Payment to the Illinois Attorney General shall be made by check payable to the State of Illinois.
6. Payment to the Kansas Attorney General shall be made by check payable to the Kansas Attorney General.
7. Payment to the Massachusetts Attorney General shall be made by check payable to the Attorney General's Local Consumer Aid Fund, as established by M.G.L. c. 12 § 11G.
8. Payment to the Minnesota Attorney General shall be made by check payable to the State of Minnesota.
9. Payment to the Pennsylvania Attorney General shall be made by check payable to the Commonwealth of Pennsylvania.
10. Payment to the West Virginia Attorney General shall be made by check payable to the State of West Virginia.