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                            ARBY'S RESTAURANTS, INC.

                                     BY-LAWS

                                    ARTICLE I

                                     Offices

                      SECTION 1. Registered Office in Delaware. The registered
office of the Corporation (as defined in Article IX below) in the State of
Delaware shall be located at 1209 Orange Street in the City of Wilmington,
County of New Castle, and the name of the resident agent in charge thereof shall
be The Corporation Trust Company.

                      SECTION 2. Principal Executive Office. The principal
executive office of the Corporation shall be located at 1000 Corporate Drive,
5th Floor, Ft. Lauderdale, FL 33334, or such other location as the Board of
Directors shall determine.

                      SECTION 3. Other Offices. In addition to the registered
office in the State of Delaware and the principal executive office, the
Corporation may have offices at such other places within and without the State
of Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

                      SECTION 1. Annual Meetings. The annual meeting of
stockholders of the Corporation for the election of directors and the
transaction of such other business as may be brought before the meeting in
accordance with the Certificate of Incorporation (as defined in Article IX
below) and these By-Laws shall be held on the date and at the time fixed from
time to time by the Board of Directors within thirteen (13) months after the
date of the preceding






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annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

                      SECTION 2. Special Meeting. Special meetings of
stockholders of the Corporation may be called only at the direction of the
President or the Board of Directors.

                      SECTION 3. Place of Meeting. Annual and special meetings
of stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

                      SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

                      SECTION 5. Means of Giving Notice. A notice of any annual
or special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the
purpose of notice. If a stockholder gives no address to the

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Corporation for the purpose of notice, notice is duly given to such stockholder
if sent by mail or other means of written communication addressed to the place
where the registered office of the Corporation is situated, or if published, at
least once in a newspaper of general circulation in the county in which such
office is located.

                      SECTION 6. Time of Notice. Any required notice of any
meeting of stockholders of the Corporation shall be sent to each stockholder
entitled thereto not less than ten (10) nor more than sixty (60) days prior to
the date of the meeting.

                      SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

                      SECTION 8. List of Stockholders. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders of the Corporation, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of

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the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder.

                      SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; provided, however, that
the affirmative vote of a plurality in voting power present in person or
represented by proxy and entitled to vote shall be required to effect elections
of directors. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

                      SECTION 10. Adjournment. Any meeting of stockholders of
the Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

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                      SECTION 11. Organization. At every meeting of stockholders
of the Corporation, the President or, in the absence of such officer, such
individual as shall have been designated by the President or, if such officer
has not done so, by a resolution adopted by the affirmative vote of a majority
of the Board of Directors, shall act as chairman of the meeting. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

                      SECTION 12. Agenda and Rules of Order. The chairman of the
meeting shall have sole authority to prescribe the agenda and rules of order for
the conduct of any meeting of stockholders of the Corporation and to determine
all questions arising thereat relating to the order of business and the conduct
of the meeting, except as otherwise required by law.

                      SECTION 13. Conduct of Business at Meetings. Except as
otherwise provided by law, at any annual or special meeting of stockholders of
the Corporation only such business shall be conducted as shall have been
properly brought before the meeting. In order to be properly brought before the
meeting, such business must have either been:

             (A) specified in the written notice of the meeting (or any
supplement thereto) given to stockholders of record on the record date for such
meeting by or at the direction of the Board of Directors; or

             (B) brought before the meeting at the direction of the President or
the Board of Directors.

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                      SECTION 14. Stockholder Action by Consent. Any action
required or permitted to be taken by the holders of the issued and outstanding
stock of the Corporation may be effected at an annual or special meeting of
stockholders or by the consent in writing of such stockholders or any of them,
which writing shall be filed with the minutes of proceedings of the
stockholders.

                                   ARTICLE III

                               Board of Directors

                      SECTION 1. Board of Directors. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.

                      SECTION 2. Qualification of Director. Each director shall
be at least eighteen (18) years of age. Directors need not be stockholders of
the Corporation.

                      SECTION 3. Number of Directors. The Board of Directors
shall consist of not fewer than two (2) nor more than fifteen (15) individuals,
the exact number to be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority of directors then in office.

                      SECTION 4. Election and Term of Office. The members of the
Board of Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

                      SECTION 5. Vacancies. Any vacancy in the Board of
Directors caused by

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death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.

                      SECTION 6. Resignation of Directors. Any director may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, and if no time be specified, shall take
effect at the time of its receipt by the President or the Secretary of the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, but no resignation shall discharge any accrued obligation or duty of
a director.

                      SECTION 7. Removal of Directors. A duly elected director
of the Corporation may be removed from such position, with or without cause,
only by the affirmative vote of the holders of two-thirds (2/3) of the voting
power of the outstanding capital stock of the Corporation entitled to vote in
the election of directors, voting as a single class..

                      SECTION 8. Quorum of Directors. Except as otherwise
required by law or by the Certificate of Incorporation or by these By-Laws, (i)
a majority of the directors in office at the time of a duly assembled meeting
shall constitute a quorum and be sufficient for the transaction of business, and
(ii) any act of a majority of the directors present at a meeting at which there
is a quorum shall be the act of the Board of Directors.

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                      SECTION 9. Place of Meeting. Subject to the provisions of
Section 10 of this Article III, the Board of Directors may hold any meeting at
such place or places within or without the State of Delaware as it may
determine.

                      SECTION 10. Organization Meeting. After each annual
meeting of stockholders of the Corporation, the Board of Directors shall meet
immediately at the place where such meeting of stockholders was held for the
purpose of organization, election of Executive Officers (as defined in Section 1
of Article V), and the transaction of other business.

                      SECTION 11. Regular Meetings. Regular meetings of the
Board of Directors may be held at such times and at such places within or
without the State of Delaware as the Board of Directors shall from time to time
determine.

                      SECTION 12. Special Meetings. Special meetings of the
Board of Directors may be called by the President or any director, and any such
meeting shall be held at such time and at such place within or without the State
of Delaware as shall be specified in the notice of meeting.

                      SECTION 13. Notice of Meetings. Subject to the provisions
of Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

                      SECTION 14. Organization. A majority of the directors
present may elect as chairman of the meeting any director present. The Secretary
of the Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary

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and an Assistant Secretary, an individual appointed by the chairman of the
meeting shall act as a secretary of the meeting and keep a record of the
proceedings of the meeting.

                      SECTION 15. Order of Business. Unless otherwise determined
by the Board of Directors the order of business and rules of order at any
meeting of the Board of Directors shall be determined by the chairman of the
meeting.

                      SECTION 16. Adjournment. Any meeting of the Board of
Directors may be adjourned from time to time by a majority of the directors
present, whether or not they shall constitute a quorum, and no notice shall be
required of any adjourned meeting beyond the announcement of such adjournment at
the meeting.

                      SECTION 17. Action by Board of Directors Without a
Meeting. Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all the members of the Board or the committee, as the case may be, consent
thereto in writing and the writings are filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.

                      SECTION 18. Action by Conference Telephone. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board of Directors or of such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such a meeting.

                      SECTION 19. Compensation. Each director, in consideration
of his or her

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serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                             Committees of Directors

                      SECTION 1. Committees. By resolution adopted by the
affirmative vote of a majority of the Board of Directors, the Board of Directors
may appoint one or more committees, which may include as members directors only
or directors and non-directors, as the Board of Directors may from time to time
consider desirable, and such committees shall have such powers and duties as the
Board of Directors shall determine and as shall be specified in the resolution
of appointment; provided, however, that the powers and duties of any such
committee whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

                      SECTION 2. Committee Vacancies. Any member of a committee
appointed pursuant to this Article IV shall serve at the pleasure of the Board
of Directors, which Board shall have the power at any time by the affirmative
vote of a majority of the Board of

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Directors to remove any member, with or without cause, and to fill vacancies in
the membership of a committee. No committee appointed pursuant to this Article
IV shall have the power to fill any vacancy in the membership of such committee.
Any committee appointed pursuant to Section 1 of this Article IV shall exist at
the pleasure of the Board of Directors, which Board shall have the power at any
time by the affirmative vote of a majority of the Board of Directors to change
the powers and duties of any such committee or to dissolve it.

                      SECTION 3. Committee Meetings. Regular meetings of a
committee appointed pursuant to this Article IV shall be held at such times and
at such places within or without the State of Delaware as the Board of Directors
or the committee shall from time to time determine, and no notice of such
regular meetings shall be required. Special meetings of any committee may be
called by the chairman of such committee or by the Chairman and Chief Executive
Officer or by the President and Chief Operating Officer, and shall be called by
the Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes

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of its meetings and all action taken or resolutions adopted shall be reported to
the Board of Directors at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

                      SECTION 1. Executive Officers. At the organization meeting
of the Board of Directors following the annual meeting of stockholders, the
Board of Directors shall elect as executive officers of the Corporation a
President, a Secretary and a Treasurer, and may elect as executive officers of
the Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen,
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. All such
executive officers elected by the Board of Directors are referred to in these
By-Laws as "Executive Officers." The Board of Directors may from time to time
appoint such other officers and agents of the Corporation as the interests of
the Corporation may require and may fix their duties and terms of office. To the
extent permitted by law, any number of offices may be held by the same person.

                      SECTION 2. Other Officers. In addition to the Executive
Officers elected by the Board of Directors pursuant to Section 1 of this Article
V, the President may from time to time appoint such other officers of the
Corporation, including Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Controllers, as the interests of the
Corporation may require (the "Other Officers"); provided, however, that no Other
Officer may be appointed to the office of Chairman, Chairman Emeritus, Vice
Chairman, President, Executive Vice President, Senior Vice President, Secretary
or Treasurer. Each appointment of

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an Other Officer shall be in writing and shall set forth the duties of the Other
Officer being appointed and, subject to Section 3 of this Article V, such
officer's term of office.

                      SECTION 3. Term of Office. Each Executive Officer shall
hold office until the organization meeting of the Board of Directors following
the annual meeting of stockholders next succeeding such officer's election and
until such officer's successor is elected and qualified, or until such officer's
earlier death, resignation, retirement or removal. Each Other Officer shall hold
office for a term to be decided by the appointing President; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing President.

                      SECTION 4. Removal of Officers. Any Executive Officer or
Other Officer may be removed from office with or without cause at any time by
the affirmative vote of a majority of the Board of Directors. Any Other Officer
may be removed from office at any time with or without cause by the President.

                      SECTION 5. Vacancies. A vacancy in any Executive Office or
Other Office arising from any cause may be filled for the unexpired portion of
the term by the Board of Directors. A vacancy in any Other Office arising from
any cause may be filled for the unexpired portion of the term by the President.

                      SECTION 6. Compensation of Officers. The salaries or
compensation, if any, of the President shall be fixed by the Board of Directors.
The salaries or compensation of the other Executive Officers, and of the Other
Officers and division officers, if there be any, may be fixed from time to time
by the Board of Directors or the President.

                      SECTION 7. Chairman, Chairman Emeritus and Vice Chairman.
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Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

                      SECTION 8. President. The President shall be the chief
executive officer and chief operating officer of the Corporation and, subject to
the control of the Board of Directors, shall have general charge and control of
the business, operations and affairs of the Corporation, with power and
authority, when acting in the ordinary course of business of the Corporation, in
the name and on behalf of the Corporation and under its seal attested by the
Secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i)
execute and deliver agreements, contracts, certificates and other instruments,
(ii) purchase and accept delivery of stocks, bonds, evidences of interest and
indebtedness, rights and options to acquire the same, and all other securities,
whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver
all stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
(iv) open and maintain accounts with banking institutions, including investment
banks and brokerage firms. Such officer shall perform all other duties and enjoy
all other powers which are commonly incident to the office of President or which
are delegated to such officer by the Board of Directors shall preside at
meetings of stockholders of the Corporation.

                      SECTION 9. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents Elected by the Board. The Executive Vice
Presidents, the Senior Vice Presidents and the Vice Presidents elected by the
Board of Directors pursuant to Section 1 of this Article V, if there be any,
shall have such powers and perform such duties as may from time to time

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be assigned to them by the Board of Directors or the President.

                      SECTION 10. Secretary. The Secretary shall record the
proceedings of all meetings of stockholders of the Corporation and of the Board
of Directors which such officer attends in a book or books to be kept for that
purpose. Such officer shall attend to the giving and serving of all notices on
behalf of the Corporation, shall have custody of the records and the seal of the
Corporation and shall affix the seal to any instrument which requires the seal
of the Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

                      SECTION 11. Treasurer. The Treasurer shall have custody
and control of all funds and securities of the Corporation, except as otherwise
provided by the Board of Directors. Such officer shall keep full and accurate
accounts of all receipts and disbursements of the Corporation in books to be
kept for that purpose, shall deposit all money and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall render to the President or the
Board of Directors, whenever any of them may require it, an account of all such
officer's transactions as Treasurer and an account of the financial condition of
the Corporation. Such officer shall also perform such other duties as may from
time to time be assigned to such officer by the Board of Directors or the
President.

                      SECTION 12. Powers and Duties of Other Officers. The Other
Officers shall have such powers and perform such duties as may from time to time
be assigned to them by the Board of Directors or the President.

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                                   ARTICLE VI

                                  Capital Stock

                      SECTION 1. Certificates. Each stockholder of the
Corporation shall be entitled to a certificate or certificates signed by or in
the name of the Corporation by the Chairman and Chief Executive Officer, the
President and Chief Operating Officer, an Executive Vice President or a Senior
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, certifying the number of shares of stock of the
Corporation owned by such stockholder. Any or all of the signatures on the
certificates may be a facsimile.

                      In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, Transfer Agent or Registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he, she or it was such officer, Transfer Agent or Registrar at the date of
issue.

                      All certificates of each class or series shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. Every certificate shall certify the name of the Person owning
the shares represented thereby, with the number of shares and the date of issue.
The names and addresses of all Persons owning shares of the Corporation, with
the number of shares owned by each and the date or dates of issue of the shares
held by each, shall be entered in the books of the Corporation kept for that
purpose by the proper officers, agents or employees of the Corporation.

                      The Corporation shall be entitled to treat the holder of
record of any share or shares of stock of the Corporation as the holder in fact
thereof and, accordingly, shall not

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be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other Persons, whether or not it has actual or
other notice thereof, except as provided by law.

                      SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

                      SECTION 3. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of the fact by the Person claiming the certificate or certificates to be lost,
stolen or destroyed. In its discretion and as a condition precedent to the
issuance of any such new certificate or certificates, the Board of Directors may
require that the owner of such lost, stolen or destroyed certificate or
certificates, or such Person's legal representative, advertise the same in such
manner as the Board shall require and/or give the Corporation and its Transfer
Agent or Agents, Registrar or Registrars a bond in such form and amount as the
Board of Directors may direct as indemnity against any claim that may be made
against the Corporation and its Transfer Agent or Agents, Registrar or
Registrars, and that the owner requesting such new certificate or certificates
obtain a final order or decree of a court of competent jurisdiction as such
owner's right to receive such new certificate or certificates.

                      SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney,

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upon the surrender of the certificate or certificates representing the shares to
be transferred, properly endorsed, with such proof or guarantee of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

                      SECTION 5. Transfer Agents and Registrars. The Corporation
may have one or more Transfer Agents and one or more Registrars of its stocks,
whose respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

                      SECTION 6. Closing of Transfer Books and Fixing of Record
Date. The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding sixty (60) days preceding the date
of any meeting of stockholders, or the date for payment of any dividend, or the
date for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of stockholders nor more than sixty (60) days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment

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thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

                      SECTION 1. Execution of Contracts. The Board of Directors
may authorize any Executive or Other Officer, agent or employee of the
Corporation to enter into any contract or execute and deliver any instrument in
the name or on behalf of the Corporation, and such authority may be general or
confined to specific instances, and, unless so authorized by the Board of
Directors, no Executive or Other Officer, agent or employee except the President
shall have any power or authority to bind the Corporation by any contract or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

                      SECTION 2. Loans. No loan shall be contracted in the name
or on behalf of the Corporation, and no evidence of indebtedness shall be
issued, endorsed or accepted in its name, or on its behalf, unless authorized by
the Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other

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Officer, agent or employee thereunto authorized may effect loans and advances at
any time for the Corporation from any Person (including any bank, trust company
or other institution) and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans and advances may make, execute and deliver promissory notes or other
evidences of indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

                      SECTION 3. Checks, Drafts, etc. All checks, drafts, bills
of exchange or other orders for the payment of money, obligations, notes or
other evidences of indebtedness, bills of lading, warehouse receipts and
insurance certificates of the Corporation, shall be signed or endorsed by the
President and or such other Executive Officer or Other Officer, agent, attorney,
or employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

                      SECTION 4. Proxies in Respect of Securities of Other
Corporations. The President and such other Executive or Other Officers as are
designated by the Chairman and Chief Executive Officer or the President and
Chief Operating Officer are authorized to vote by casting a ballot in person or
by voting by proxy on behalf of the Corporation the shares owned by the
Corporation of the stock or other securities in any other Corporation at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing, in the name of the Corporation as such
holder, to any action by such other corporation.

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                                  ARTICLE VIII

                                 Indemnification

             The Corporation shall, and by reason of the enactment of this
By-Law hereby does, indemnify each and every individual (including his or her
heirs, executors and assigns) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

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                                   ARTICLE IX

                                  Definitions

             For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

             "Corporation" shall mean Arby's Restaurants, Inc.

             "Delaware Law" shall mean the General Corporation Law of the State
of Delaware, as amended from time to time.

             "Executive Officers" shall have the meaning set forth in Section 1
of Article V of these By-Laws.

             "Other Officer" shall have the meaning set forth in Section 2 of 
Article V of these By-Laws.

             "Person" shall mean any individual, firm, corporation or other
entity.

             "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

             "Voting Shares" shall mean any issued and outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

                      SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate

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books shall be kept by the Secretary or by any other officer or agent designated
by the Board of Directors.

                      SECTION 2. Dividends and Reserves. The Board of Directors,
from time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

                      SECTION 3. Seal. The corporate seal of the Corporation
shall be in the form of a circle and shall bear the name of the Corporation and
the year and state of its incorporation.

                      SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall end on the last day of December in each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI

                                   Amendments

             All By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, in whole or in part, and new By-Laws not inconsistent with
Delaware Law or any provision of the Certificate of Incorporation may be made,
by (i) the affirmative vote of stockholders holding not less than two-thirds of
the voting power of the Voting Shares (as defined in Article

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IX above) of the Corporation then entitled to vote on such issue, or (ii) the
affirmative vote of not less than two-thirds of the directors of the Corporation
then holding office and entitled to vote on such issue.


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