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                     ARBY'S RESTAURANT CONSTRUCTION COMPANY

                                    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 Corporation


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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 the meeting, or, if not


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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 stock- holders; 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.

     SECTION 14. Stockholder Action by Consent. Any action required or


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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
death, resignation, retirement, disqualification or removal or any other cause
(including an


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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.

     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


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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 I 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 Meeting. 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 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.


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     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. Adjounment. 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
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


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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 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


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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 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.


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                                   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 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


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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. The 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,


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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 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


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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.

                                   ARTICLE VI

                                 Capital Stock

     SECTION 1. Certificates. Each stockholder of the Corporation shall be


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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 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.


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     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, 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.


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     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 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


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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 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


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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.

                                   ARTICLE VI

                                Indemnification


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     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, fees 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 Restaurant Construction Company.

     "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 books


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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 M

                                   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 IX above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not less
than


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two-thirds of the directors of the Corporation then holding office and entitled
to vote on such issue.


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