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                                                                    Exhibit 10 M

                           WENDY'S INTERNATIONAL, INC.

                             1984 STOCK OPTION PLAN
                 (Reflects amendments through February 23, 1994)

        SECTION 1. PURPOSE. This 1984 Stock Option Plan (hereinafter referred to
as the "Plan") is intended as a means whereby key employees (hereinafter
referred to as "Employee" or "Employees" and "Optionee" or "Optionees") of
Wendy's International, Inc. (hereinafter referred to as the "Company") or its
subsidiaries (hereinafter referred to as the "Subsidiaries") can each enlarge
his proprietary interest in the Company, thereby encouraging the judgment,
initiative and efforts of the Employees for the successful conduct of the
Company's business.

        SECTION 2. ADMINISTRATION OF THE PLAN. The Board of Directors of the
Company shall appoint a Compensation Committee (hereinafter referred to as the
"Committee") of not less than three (3) Directors to administer the Plan. The
members of the Committee shall serve at the pleasure of the Board, which shall
have the power at any time, or from time to time, to remove members from the
Committee or to add members thereto. No member of the Committee, while serving
as such, shall be eligible to participate in the Plan. The Committee shall
construe and interpret the Plan, establish such rules as it deems necessary for
the proper administration of the Plan and make such determinations and take such
other action in connection with the Plan as it deems necessary and advisable. It
shall determine the individuals to whom and the time or times at which Options
shall be granted, the number of shares to be subject to each Option, the Option
price and the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for purposes of the Plan.
Any such construction, interpretation, rule, determination or other action taken
by the Committee pursuant to the Plan shall be binding and conclusive upon the
approval by the Board of Directors.

        Actions by a majority of the Committee at a meeting at which a quorum is
present, or actions approved in writing by all of the members of the Committee,
shall be the valid acts of the Committee. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted under it.

        The Committee shall have no authority to make any adjustment (other than
in connection with a stock dividend, recapitalization or other transaction where
an adjustment is permitted or required under the terms of this Plan) or
amendment of the exercise price of an Option previously granted under this Plan,
whether through amendment, cancellation or replacement grants, or other means,
unless the Company's shareholders shall have approved such adjustment or
amendment.

        SECTION 3. MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN. Subject to any
adjustment as provided in the Plan, the shares to be offered under the Plan may
be, in whole or in part, authorized but unissued Common Shares of the Company,
or issued Common Shares which shall have been reacquired by the Company and held
by it as treasury shares. The aggregate number of Common Shares to be delivered
upon exercise of all Options granted under the Plan shall not exceed 300,000,
plus the amount of any additional Common Shares which may result from any
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share distributions effected after the approval of this Plan by the Board of
Directors of the Company. If any Option granted hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares with respect thereto shall again be available for other Options to be
granted under the Plan unless the Plan shall have been terminated.

        SECTION 4. SELECTION OF OPTIONEES. The Committee, from time to time,
subject to the terms and provisions of the Plan, may grant Options to any
present and future full-time key employees of the Company and of its present and
future Subsidiaries. In determining the persons to whom Options shall be granted
and the number of shares to be covered by each Option, the Committee may take
into account the nature of the services rendered by such persons, their present
and potential contributions to the success and growth of the Company and its
Subsidiaries, and such other factors as the Committee, in its discretion, shall
deem relevant. Any person who has been granted an Option under a prior stock
option plan of the Company may be granted an additional Option or Options under
the Plan if the Committee shall so determine.

        SECTION 5. OPTION PRICE. The purchase price for the shares covered by
each Option granted shall be not less than one hundred percent (100%) of the
fair market value of the shares on the date of the grant of the Option. Such
fair market value shall be equal to the mean of the high and low prices at which
Common Shares of the Company are traded on the New York Stock Exchange on such
date.

        SECTION 6. OPTION REQUIREMENTS. The Options granted pursuant to the Plan
shall be authorized by the Committee and shall be evidenced in writing in a form
recommended by the Committee and approved by the Board of Directors and shall
include the following terms and conditions:

        (a)  OPTIONEE. Each Option shall state the name of the Optionee.

        (b)  NUMBER OF SHARES. Each Option shall state the number of shares to
             which that Option pertains. During any fiscal year of the Company,
             no Optionee shall be granted Options covering more than five
             percent (5%) of the maximum number of Common Shares which may be
             issued upon exercise of Options granted under the Plan.

        (c)  PURCHASE PRICE. Each Option shall state the Option price, which
             shall be not less than one hundred percent (100%) of the fair
             market value of the shares covered by such Option on the date of
             the grant of such Option. See Section 5, Option Price.

        (d)  PAYMENT. Each Option shall state that the Option price shall be
             payable upon the exercise of the Option and may be paid in cash or
             by check in United States Dollars, or by the surrender of a
             sufficient number of shares of stock in the Company, based on fair
             market value of such shares on the date of exercise. See Section 5.

        (e)  LENGTH OF OPTION. Each Option shall be granted for a period to be
             determined by the Committee but in no event to exceed more than 10
             years. However, subject to Sections 9 and 10, each Option shall be
             exercisable only during such portion of its

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             term as the Committee shall determine, and only if the Optionee is
             employed by the Company or a Subsidiary of the Company at the time
             of such exercise.

        (f)  EXERCISE OF OPTION. Each Optionee shall have the right to exercise
             his or her Option in the manner specified in the agreement
             evidencing granting of such Option.

        (g)  No Option shall be exercisable while there is outstanding any
             qualified stock option (as defined in Section 422 of the Internal
             Revenue Code of 1954, as amended (the "Code")), incentive stock
             option, (as defined in Section 422A of the Code) or restricted
             stock option (as defined in Section 424 of the Code), which
             qualified, incentive or restricted stock option was granted before
             the granting of such other Option, to the person to whom such other
             Option is granted to purchase stock in the Company or in a company,
             which, at the time such other Option is granted, is a parent or
             subsidiary (as those terms are defined in Section 425 of the Code)
             of the Company or is a predecessor corporation of the Company or of
             such parent or subsidiary. If the outstanding qualified, incentive
             or restricted stock options or such other Options granted to the
             same Optionee are to purchase stock of the same class in the same
             corporation, the immediately preceding sentence shall apply with
             respect to an outstanding qualified or restricted stock option only
             if the purchase price of such outstanding Option is higher than the
             purchase price of such other Option.

             This subparagraph 6(g) shall not apply to any grant made after
January 2, 1987.

        SECTION 7. METHOD OF EXERCISE OF OPTIONS. Each Option shall be exercised
pursuant to the terms of such Option and pursuant to the terms of the Plan by
giving written notice to the Company at its principal place of business,
accompanied by cash, check, or shares, in payment of the Option price for the
number of shares specified and paid for. The Company shall make delivery of such
shares as soon as possible; provided, however, that if any law or regulation
requires the Company to take action with respect to the shares specified in such
notice before issuance thereof, the date of delivery of such shares shall then
be extended for the period necessary to take such action.

        SECTION 8. NON-TRANSFERABILITY OF OPTIONS. During the Optionee's
lifetime, the Options shall be exercised only by him. The Options shall not be
transferable and shall terminate as provided in this Plan.

        SECTION 9. EARLIER TERMINATION OF OPTIONS. Except as set forth in
Section 10, upon the termination of the Optionee's employment for any reason
whatsoever, the Options will terminate as to all shares covered by Options which
have not yet been exercised as to the date of such termination.

        SECTION 10.

        (a)  EXERCISE UPON DEATH OR DISABILITY. In the event an Optionee dies
             while employed by the Company or a Subsidiary, then all Options
             held by the Optionee shall become immediately exercisable as of the
             date of death, and the estate of the deceased

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             Optionee shall have the right to exercise any rights the Optionee
             would otherwise have under this Plan for a period of one year after
             the date of the Optionee's death, with exercise to be made as set
             forth in Section 7.

             In the event an Optionee becomes Disabled while employed by the
             Company or a Subsidiary, then all Options held by the Optionee
             shall become immediately exercisable as of the date the Optionee
             becomes Disabled, and the Optionee (or, in the event the Optionee
             is incapacitated and unable to exercise Options, the Optionee's
             legal guardian or legal representative whom the Committee deems
             appropriate based on applicable facts and circumstances) shall have
             the right to exercise any rights the Optionee would otherwise have
             under this Plan for a period of one year after the date the
             Optionee becomes Disabled, with exercise to be made as set forth in
             Section 7.

        (b)  EXERCISE UPON RETIREMENT. In the event an Optionee's employment
             with the Company and its Subsidiaries is terminated by reason of
             the Optionee's retirement, the Optionee shall have the right to
             exercise any rights the Optionee would otherwise have under this
             Plan for a period of 48 months after the date the Optionee retires
             in the case of non-qualified stock options and for a period of
             three months after the date the Optionee retires in the case of
             Incentive Stock Options, in each case with exercise to be made as
             set forth in Section 7. In the event that an Optionee does not
             exercise the Optionee's Incentive Stock Options prior to the
             expiration of the three-month period after the date the Optionee
             retires, such Options shall be treated as non-qualified stock
             options upon exercise by the Optionee after such three-month
             period. For purposes of this Section 10(b), "retirement" shall mean
             termination of employment at or after attaining age 55 with at
             least ten (10) years of service (as defined in the Company's
             qualified retirement plans), other than by reason of death or
             Disability or for cause.

        (c)  EXERCISE UPON TERMINATION OF EMPLOYMENT IN CONNECTION WITH A
             DISPOSITION OF RESTAURANTS. In the event an Optionee's employment
             with the Company and its Subsidiaries is terminated without cause
             in connection with a disposition of one or more restaurants by the
             Company or its Subsidiaries, the Optionee shall have the right to
             exercise any rights the Optionee would otherwise have under this
             Plan for a period of one year following the Optionee's termination
             of employment in the case of non-qualified stock options and for a
             period of three months following the Optionee's termination of
             employment in the case of Incentive Stock Options, in each case
             with exercise to be made as set forth in Section 7.

        SECTION 11. INCENTIVE STOCK OPTIONS. Options granted pursuant to this
Plan may include Incentive Stock Options (as defined in Section 422A of the
Code).

        A.   Notwithstanding Section 4, above, no Incentive Stock Option shall
             be granted to an individual owning stock possessing more than ten
             percent (10%) of the total combined voting power of the Company, or
             its parent or subsidiary corporations, unless (i) the Option price
             at the time such Option is granted is at least one hundred ten
             percent (110%) of the fair market value of the shares subject to
             the option, and (ii) such Option

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             by its terms is not exercisable after the expiration of five (5)
             years from the date such Option is granted.

        B.   There shall not be granted to an individual, Incentive Stock
             Options for stock having an aggregate fair market value (determined
             as of the time the Options are granted) in excess of $100,000 in
             any one calendar year, plus any carryover amount provided for in
             this subparagraph. The carryover amount allowed for an individual
             shall be one-half of the amount by which $100,000 exceeds the
             aggregate fair market value of stock for which Incentive Stock
             Options were granted in the prior calendar year. Fair market value
             for purposes of this subparagraph shall be determined as of the
             time of grant of such Options. (See Section 5.) Such amounts may be
             carried over three (3) years. Options granted in any year shall use
             all of the $100,000 current year limitation first, and then the
             carryover from the earliest year in which carryover arose.

        C.   With respect to Incentive Stock Options granted on or after January
             1, 1987, subsection (B) shall not apply. Instead, with respect to
             Incentive Stock Options granted on or after January 1, 1987, the
             aggregate fair market value (determined at the time the Option is
             granted) of the stock with respect to which Incentive Stock Options
             are exercisable for the first time by the individual during any
             calendar year (under all such plans of the Company and the
             subsidiaries) shall not exceed $100,000.

        SECTION 12. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN. In the event
any dividend upon the Common Shares payable in shares is declared by the
Company, or in case of any subdivision or combination of the outstanding Common
Shares, the aggregate number of Common Shares to be delivered upon exercise of
all Options granted under the Plan shall be increased or decreased
proportionately so that there will be no change in the aggregate purchase price
payable upon the exercise of the Options. In the event of any other
recapitalization or any reorganization, merger, consolidation or any change in
the corporate structure or stock of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate to accurately reflect the terms
of the Options as to the number and kind of shares deliverable upon subsequent
exercising of the Options and in the Option prices under the Options.

        SECTION 13. LISTING AND REGISTRATION OF SHARES. If at any time the Board
of Directors shall deem it necessary that listing, registration or qualification
of the shares covered by the Option upon any securities exchange or under any
state or federal law or the consent or the approval of any governmental
regulatory body is necessary or desirable as a condition of or in connection
with the purchase of shares under the Option, the Option may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable by the Board.

        SECTION 14. RIGHT AS SHAREHOLDER. Neither the Optionee, nor his
executor, administrator, heirs, or legatees, shall be or have any rights or
privileges of a shareholder of the Company in respect to the shares transferable
upon exercise of any Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred and delivered and
the

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transferee has caused his name to be entered as the shareholder of record on the
books of the Company.

        SECTION 15. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option
shall impose no obligation upon the Optionee to exercise such Option.

        SECTION 16. MERGER, CONSOLIDATION, ETC. In the event that the Company is
a party to a plan or agreement for merger or consolidation or reclassification
of its securities or the exchange of its securities for the securities of
another person which has acquired the Company's assets or which is in control
(as defined in Section 360(c) of the Code) of a person which has acquired the
Company's assets, where the terms of such plan or agreement are binding upon all
shareholders of the Company, except to the extent that dissenting shareholders
may be entitled to relief under Section 1701.85 of the Ohio Revised Code, then
Options granted and outstanding pursuant to the Plan for more than six (6)
months, notwithstanding the date of exercise fixed in the grant of such Options,
shall become immediately exercisable and each Optionee shall be entitled to
receive, upon payment of the amount required for exercise of each Option,
securities or cash consideration, or both, equal to those the Optionee would
have been entitled to receive under such plan or agreement if the Optionee had
already exercised such Option.

        SECTION 17. AMENDMENT OR TERMINATION. The Board of Directors may amend
or terminate the Plan at any time, provided that the Board shall not (except as
provided in Sections 9, 10 and 12 hereof) make any change in the Options which
will impair the rights of the Optionee therein, without the consent of the
Optionee.

        SECTION 18. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

        SECTION 19. CAPTIONS. The captions to the several sections hereof are
not a part of this Plan, but are merely guides or labels to assist in locating
and reading the several sections hereof.

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