Instant Win Promotion Official Rules

Eligibility: Wendy’s "Freshest Way to Experience Copa America" (the "Instant Win Game" or “Promotion”) is open only to legal residents of the forty eight (48) Continental United States and the District of Columbia who are at least eighteen (18) years old at the time of entry. The following persons are not eligible to participate: Employees, officers and representatives of Wendy’s International, Inc. (“Sponsor”), its franchisees, subsidiaries, affiliates and advertising/promotional agencies, and any other persons involved in the creation, development, production, operation or administration of this Promotion, and the immediate family (spouse, parents, siblings and children) and household members of any of the foregoing. Promotion begins 12:01 a.m. Eastern Standard Time ("EST"), May 21, 2007, and ends 11:59 p.m. EST, June 23, 2007 or while Official Game Piece Supplies last (the "Promotion Period"). The Administrator’s computer is the official timekeeping device for the Promotion. Void Where Prohibited By Law.

How To Participate: There are two ways to receive an Official Game Piece (“Game Piece”): (1) Visit any participating Wendy’s location and receive one (1) Game Piece with every purchase of the Wendy’s #2 Double Combo meal (Double w/cheese combo), while Game Piece supplies last, or (2) To receive a Game Piece without making a purchase, send a self-addressed, stamped business-size envelope to: Wendy’s Copa America Game Piece Requests, 1878 East Ave., Rochester, NY 14610. Mail-in requests must be received by June 23, 2007. Limit one Game Piece request per postmarked envelope per person per day. No mechanically reproduced or photocopied requests will be honored or accepted.

How To Play: Scratch off the area indicated on the Game Piece to see if you are an instant winner of a prize. Non-winning Game Pieces will carry a “Sorry” message. If you are not an instant winner see the back of your Game Piece or “Second Chance Drawing” section in these Official Rules for details on another chance to win.

Prizes: (Review Prizes) There are three (3) Grand Prizes each consisting of one (1) trip for two to the Copa America Tournament final game in Maracaibo, Venezuela. Each Grand Prize includes round-trip, coach air transportation for Grand Prize winner and one (1) travel companion, from major airport nearest Grand Prize winner’s U.S. residence plus deluxe hotel accommodations (one room/double occupancy) for five (5) nights. All travel and accommodation details will be determined at Sponsor’s sole discretion. Trip must be taken July 10, 2007 to July 17, 2007 or on dates specified by Sponsor. The Grand Prize cannot be combined with any other offer. All expenses not specified herein are the sole responsibility of the Grand Prize winner. Each Grand Prize winner will receive a non-transferable travel package certificate that must be presented upon check-in with valid government issued identification. Approximate Retail Value (“ARV”) of each Grand Prize is $8,000.00 and may vary depending on actual departure city. Each Grand Prize winner and travel companion must have all necessary identification and/or travel documents required for travel outside the continental United States.

There are five (5) First Prizes each consisting of one (1) home theater system. ARV of each First Prize: $2,500.00. There are fifty (50) Second Prizes each consisting of one (1) Copa America Soccer Jersey. ARV of each Second Prize: $80.00. There are one hundred (100) Third Prizes each consisting of one (1) Copa America Soccer Ball. ARV of each Third Prize is $50.00. There are two thousand (2,000) Fourth Prizes each consisting of one $5.00 Wendy’s gift card or one $10.00 Wendy’s gift card. ARV of each Fourth Prize is $5.00 or $10.00.

A total of 1,760,000 Game Pieces will be distributed during the Promotion Period.

The total ARV of all prizes to be awarded is $60,500.00. See PRIZE CLAIMS section for redemption information. No prize substitution or cash redemption, except at Sponsor’s sole discretion or as otherwise provided herein. Sponsor reserves the right to substitute a prize of equal or greater value if advertised prize becomes unavailable for any reason. Prizes are not transferable. Any and all taxes are the sole responsibility of the winner/recipient. Any unclaimed prizes will be awarded in the Second Chance Drawing (described below).

Odds of Winning: Odds of winning are based on distribution of all Official Game Pieces. Winning Official Game Pieces are randomly seeded, throughout the 1,760,000 total Game Pieces.

Prize Claims: All prize claims are subject to verification by an independent judging organization whose decisions are final and binding in all respects.

To Claim All Instant Prizes: Begin by making a photocopy of the winning Game Piece for your files. Then mail the original winning Game Piece (no copies or mechanical reproductions accepted), along with a 3" x 5" card, legibly printed or typed with your full name, complete home address with ZIP code, daytime phone number, age, and e-mail address to: Wendy’s “Freshest Way to Experience Copa America” Prize Claim, 215 Croydon Rd., Rochester, NY 14610. Prize claims must be postmarked by June 25, 2007, and received by June 29, 2007. You should send your winning Game Piece via certified or registered mail, return receipt requested. All prize claims will be verified by July 2, 2007. Please allow six to eight weeks for delivery of your prize after verification date. All Game Pieces submitted for verification become the sole property of Sponsor and will not be returned. Grand and First Prize winners will be required to execute an affidavit of eligibility and a liability/publicity release, within 14 days of notification or prize may be forfeited and awarded to an alternate winner selected by the second chance drawing. Travel companions of Grand Prize winners will also be required to execute a liability/publicity release prior to travel. Residents of Tennessee (and of other states, if any, where prohibited) will not be required to sign a publicity release as a condition of receiving a prize. If a prize or prize notification is returned as undeliverable, the prize will be forfeited and awarded to an alternate winner in the Second Chance Drawing.

If for any reason, including, without limitation, a printing or other error, more prizes are claimed in a category than the number set forth in these Official Rules, all persons making purportedly valid claims for that prize will be entered in a random drawing from which winners for only the advertised number of prizes in that category will be selected. No more than the number of prizes set forth in these Official Rules will be awarded.

Second Chance Drawing: To enter the Second Chance Drawing simply complete the online entry form found at www.wendyscopaamerica.com. Any winners are ineligible to enter the Second Chance Drawing. All entries must be received by 11:59:59 EST on June 23, 2007 to qualify for the Second Chance Drawing. Only one entry per person or e-mail address is permitted. Sponsor reserves the right to disqualify any person or e-mail address that submits multiple entries. On or about July 2, 2007, a random drawing will take place from among all eligible entries received in order to award all prizes that were not claimed by June 29, 2007. Odds of winning in the Second Chance Drawing depend upon the number of eligible entries received and number of unclaimed prizes remaining, if any. Winners will be notified by mail or email.

General Rules of Participation: By participating in this Promotion, entrants, participants, winners and any travel companions of winners release Sponsor and its franchisees, and their respective parent companies, subsidiaries, affiliates, owners, employees, representatives, agents, advertising and promotion agencies and all others associated with the development or execution of this Promotion, from any and all liability, damages or causes of action (however named or described) with respect to or arising out of participation in the Promotion, and/or the receipt or use/misuse of the prizes awarded, including, without limitation, liability for personal injury, death or property damage. By participating in this Promotion, entrants, participants and winners agree to be bound by these Official Rules and the decisions of the judges, which are final in all respects and not subject to appeal. Sponsor reserves the right permanently to disqualify from this Promotion any person it believes has violated these Official Rules. All Promotion materials and Game Pieces are subject to verification and are void if (a) not obtained in accordance with these Official Rules and through legitimate channels, (b) counterfeited, altered, defective, damaged, illegible, reproduced, tampered with, mutilated, or irregular in any way, (c) obtained where prohibited, or (d) they contain printing, typographical, mechanical, seeding, or other errors. Sponsor’s liability for defective Promotion materials and Game Pieces is limited to replacement while supplies last. Entrants and participants assume all risk of loss, damage, destruction, delay, or misdirection of Promotion materials, Game Pieces and mail submitted to Sponsor. Sponsor, its franchisees, affiliated companies, agencies, employees and agents, are not responsible for printing, distribution or production errors and Sponsor may rescind, cancel or revoke this Promotion based upon any printing, distribution, production or other error without liability at its sole discretion. All federal, state and local laws apply. Winners are solely responsible for all applicable federal, state, and local taxes associated with any prize. Winning a prize constitutes permission for Sponsor and its agencies to use winners’ names, addresses (city and state), voices and/or likenesses for purposes of advertising, promotion and publicity, without further compensation, unless prohibited by law. Sponsor is not responsible for lost, late, incomplete, incorrect, damaged, misdirected, illegible, or postage due requests/claims/entries.

Internet Limitations of Liability: If for any reason the online portion of the Promotion is not capable of running as planned due to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the reasonable control of the Sponsor which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Promotion, Sponsor reserves the right, at its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Promotion in whole or in part, at any time, without notice and award the prizes using all non-suspect eligible entries received. No responsibility is assumed for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries, or for any problems or technical malfunction of any telephone network or telephone lines, computer on-line systems, servers, or providers, computer equipment, software, failure of any e-mail or entry to be received by Sponsor on account of technical problems, human error or traffic congestion on the Internet or at any Website, or any combination thereof, including any injury or damage to participant's or any other person's computer relating to or resulting from participation in the Promotion or downloading any materials in the Promotion. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON (S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. In the event of a dispute as to the identity of a winner based on an e-mail address, the winning entry will be declared made by the authorized account holder of the e-mail address submitted at time of entry. "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, on-line service provider or other organization (e.g., business, educational, institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.

Winners List: To receive a list of prizewinners, send a self-addressed, stamped business-size envelope to: Wendy’s "Freshest Way to Experience Copa America" Winner’s List 215 Croydon Rd., Rochester, NY, 14610. Requests must be received by July 31, 2007.

Sponsor: Wendy’s International, Inc. One Dave Thomas Boulevard Dublin, Ohio 43017

Sweepstakes Administrator: DDC Marketing Group, Rochester, NY 14610