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                                                                   Exhibit 10(f)


                               WENDY'S INTERNATIONAL, INC.
                          SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                     (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003)


                               WENDY'S INTERNATIONAL, INC.
                          SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

          Wendy's International, Inc. maintains the Wendy's International, Inc.
          Pension Plan and the Wendy's International, Inc. Profit Sharing and
          Savings Plan for the benefit of its non-crew employees. Since 1984,
          the Company has also maintained this Supplemental Executive Retirement
          Plan (the "SERP") to provide benefits in excess of those permitted in
          the Pension and Profit Sharing and Savings Plans under the Internal
          Revenue Code.

          The Company amended and restated the SERP effective January 1, 1989
          and amended the SERP effective October 1, 2001 and June 18, 2002. The
          Company is again amending and restating the SERP effective January 1,
          2003.

          The amendment and restatement of the SERP shall not in any way affect
          the rights of the Employees who participated in the SERP prior to the
          Effective Date in accordance with its provisions. All matters relating
          to the benefits, if any, payable to such Employees (or their
          Beneficiaries) based upon events occurring prior to the Effective Date
          shall, except as otherwise expressly provided herein, be determined in
          accordance with the applicable provisions of the SERP in effect at the
          time of the event.

                                 ARTICLE I - DEFINITIONS

          Whenever used herein with the initial letter capitalized and unless a
          different meaning is plainly required by the context, words and
          phrases shall have (a) the meanings stated below, (b) if not stated
          below, the meanings given to them in the Profit Sharing and Savings
          Plan, if defined under that plan, or (c) if not defined in either the
          SERP or the Profit Sharing and Savings Plan, the meanings given to
          them in the Pension Plan. All masculine terms shall include the
          feminine and all singular terms shall include the plural, unless the
          context clearly indicates the gender or the number.

          1.1  ACCOUNT means a notional account established for each Participant
               equal to the sum of the following: (a) all supplemental
               contributions and interest credited under Section 3.1, (b) all
               supplemental target contributions and interest credited under
               Section 3.2, and (c) all supplemental profit sharing
               contributions and interest credited under Section 3.3.

          1.2  ACTIVE PARTICIPANT means a Covered Employee who becomes a
               Participant and continues to participate in the SERP pursuant to
               Article II.

          1.3  BENEFICIARY means any person or persons designated by a
               Participant to receive any death benefits that may become payable
               under Article IV after the death of such Participant.

          1.4  BOARD means the Board of Directors of the Company, or a committee
               thereof.

          1.5  CAUSE means the termination of a Participant's employment by
               reason of the Board's good faith determination that the
               Participant (a) willfully and continually failed to substantially
               perform his or her duties with the Company or Participating
               Employer (other than a failure resulting from the Participant's
               incapacity due to physical or mental illness) after a written
               demand for substantial performance is delivered to the
               Participant by the Board which specifically identifies the manner
               in which the Board believes that the Participant has not
               substantially performed his or her duties and such failure
               substantially to perform continues for at least fourteen (14)
               days, or (b) has willfully engaged in conduct which is
               demonstrably and materially injurious to the Company or
               Participating Employer, monetarily or otherwise, or (c) has
               otherwise materially breached the terms of his or her employment
               agreement with the Company or Participating Employer, if
               applicable (each, an "Employment Agreement") (including, without
               limitation, a voluntary termination of the Participant's
               employment by the Participant during the term of such Employment
               Agreement). No act, nor failure to act, on the Participant's
               part, shall be considered "willful" unless he or she has acted,
               or failed to act, with an absence of good faith and without a
               reasonable belief that his or her action or failure to act was in
               the best interest of the Company. Notwithstanding the foregoing,
               the Participant's employment shall not be deemed to have been
               terminated for Cause unless and until (1) there shall have been
               delivered to the Participant a copy of a written notice setting
               forth that the Participant was guilty of conduct set forth above
               in clause (a), (b) or (c) of the first sentence of this
               definition and specifying the particulars thereof in detail, and
               (2) the Participant shall have been provided an opportunity to be
               heard by the Board (with the assistance of Participant's
               counsel).


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          1.6  CHANGE IN CONTROL means the occurrence during the Plan Year of:

               a)   An acquisition (other than directly from the Company) of any
                    common stock or other voting securities of the Company
                    entitled to vote generally for the election of directors
                    (the "Voting Securities") by any "Person" (as the term
                    person is used for purposes of Section 13(d) or 14(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act")), immediately after which such Person has "Beneficial
                    Ownership" (within the meaning of Rule 13d-3 promulgated
                    under the Exchange Act) of thirty percent (30%) or more of
                    the then outstanding shares of the Company's common stock or
                    the combined voting power of the Company's then outstanding
                    Voting Securities; provided, however, in determining whether
                    a Change in Control has occurred, Voting Securities which
                    are acquired in a "Non-Control Acquisition" (as hereinafter
                    defined) shall not constitute an acquisition which would
                    cause a Change in Control. A "Non-Control Acquisition" shall
                    mean an acquisition by (i) an employee benefit plan (or a
                    trust forming a part thereof) maintained by (A) the Company
                    or (B) any corporation or other Person of which a majority
                    of its voting power or its voting equity securities or
                    equity interest is owned, directly or indirectly, by the
                    Company (for purposes of this definition, a "Subsidiary")
                    (ii) the Company or its Subsidiaries, or (iii) any Person in
                    connection with a "Non-Control Transaction" (as hereinafter
                    defined);

               b)   The individuals who, as of January 1, 2003, are members of
                    the Board (the "Incumbent Board"), cease for any reason to
                    constitute at least seventy percent (70%) of the members of
                    the Board; provided, however, that if the election, or
                    nomination for election by the Company's common
                    stockholders, of any new director was approved by a vote of
                    at least two-thirds of the Incumbent Board, such new
                    director shall, for purposes of this SERP, be considered as
                    a member of the Incumbent Board; provided further, however,
                    that no individual shall be considered a member of the
                    Incumbent Board if such individual initially assumed office
                    as a result of an actual or threatened solicitation of
                    proxies or consents by or on behalf of a Person other than
                    the Board (a "Proxy Contest") including by reason of any
                    agreement intended to avoid or settle any Proxy Contest; or

               c)   The consummation of:

                    1)   A merger, consolidation or reorganization with or into
                         the Company, or in which securities of the Company are
                         issued (a "Merger"), unless such Merger is a
                         "Non-Control Transaction." A "Non-Control Transaction"
                         shall mean a Merger if:

                         A)   the stockholders of the Company, immediately
                              before such Merger own directly or indirectly
                              immediately following such Merger at least seventy
                              percent (70%) of the combined voting power of the
                              outstanding voting securities of the corporation
                              resulting from such Merger (the "Surviving
                              Company") in substantially the same proportion as
                              their ownership of the Voting Securities
                              immediately before such Merger,

                         B)   the individuals who were members of the Incumbent
                              Board immediately prior to the execution of the
                              agreement providing for such Merger constitute at
                              least two-thirds of the members of the board of
                              directors of the Surviving Company, or a
                              corporation beneficially directly or indirectly
                              owning a majority of the Voting Securities of the
                              Surviving Company, and

                         C)   no Person other than (i) the Company, (ii) any
                              Subsidiary, (iii) any employee benefit plan (or
                              any trust forming a part thereof) that,
                              immediately prior to such Merger was maintained by
                              the Company or any Subsidiary, or (iv) any Person
                              who, immediately prior to such Merger had
                              Beneficial Ownership of thirty percent (30%) or
                              more of the then outstanding Voting Securities or
                              common stock of the Company, has Beneficial
                              Ownership of thirty percent (30%) or more of the
                              combined voting power of the Surviving Company
                              then outstanding voting securities or its common
                              stock;

                    2)   A complete liquidation or dissolution of the Company;
                         or

                    3)   The sale or other disposition of all or substantially
                         all of the assets of the Company to any Person (other
                         than a transfer to a Subsidiary).

          Notwithstanding the foregoing, a Change in Control shall not be deemed
          to occur solely because any Person (the "Subject Person") acquired
          Beneficial Ownership of more than the permitted amount of the then
          outstanding common stock or Voting Securities as a result of the
          acquisition of common stock or Voting Securities by the Company which,
          by reducing the number of shares of common stock or Voting Securities
          then outstanding, increases the proportional number of shares
          Beneficially Owned by the Subject Persons, provided that if a Change
          in Control would occur (but for the operation of this sentence) as a
          result of the acquisition of common stock or Voting Securities by the
          Company, and after such share acquisition by the Company, the Subject
          Person becomes the Beneficial Owner of any additional common stock or
          Voting Securities which increase the percentage of the then
          outstanding Voting Securities Beneficially Owned by the Subject
          Person, then a Change in Control shall occur.

          1.7  CODE means the Internal Revenue Code of 1986, as amended from
               time to time.

          1.8  COMMITTEE means the Administrative Committee established in
               Article V.



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          1.9  COMPANY means Wendy's International, Inc., an Ohio corporation.

          1.10 COMPENSATION means a Participant's annual Compensation, as that
               term is defined in the Profit Sharing and Savings Plan, except
               that there shall be no maximum amount of Compensation considered.

          1.11 CONTRIBUTIONS means the amounts credited to a Participant's
               Account during a Plan Year, other than interest, pursuant to
               Article III.

          1.12 COVERED EMPLOYEE means an Employee:

               a)   For Employees of the Company, with the title of "Vice
                    President" or above;

               b)   For Employees of any Participating Employer, with such
                    titles as may be designated for that Participating Employer
                    by the Board or a committee thereof.

          1.13 EFFECTIVE DATE means January 1, 2003 (except as otherwise set
               forth herein), the effective date of this amended and restated
               SERP.

          1.14 EMPLOYEE means a person employed by the Company or a
               Participating Employer who is a United States citizen or resident
               alien.

          1.15 FINAL AVERAGE COMPENSATION shall mean a Participant's average
               annual Compensation over the five (5) consecutive calendar years
               while a Covered Employee (or the total number of completed
               calendar years while a Covered Employee if less than five (5))
               out of the last ten (10) completed calendar years while a Covered
               Employee preceding the Participant's attainment of age sixty (60)
               which will provide him with the highest annual average
               Compensation.

          1.16 GRANDFATHER ELIGIBLE PARTICIPANT shall mean a Participant who was
               an Active Participant on January 1, 2003, and who had attained
               age 55 and completed at least five (5) Years of Service as of
               that date.

          1.17 INACTIVE PARTICIPANT means a former Active Participant who is no
               longer a Covered Employee but who has an Account remaining in the
               SERP.

          1.18 NORMAL RETIREMENT DATE and NORMAL RETIREMENT AGE both mean the
               first of the month coincident with or next following a
               Participant's sixty-fifth birthday.

          1.19 PARTICIPANT means an Active Participant or an Inactive
               Participant

          1.20 PARTICIPATING EMPLOYER means an Affiliate, as defined in the
               Profit Sharing and Savings Plan, that has been authorized to
               participate in the SERP by the Board or a committee thereof.

          1.21 PENSION PLAN means the Wendy's International, Inc. Pension Plan.

          1.22 PROFIT SHARING AND SAVINGS PLAN means the Wendy's International,
               Inc. Profit Sharing and Savings Plan.

          1.23 PLAN YEAR means the calendar year.

          1.24 SERP means the Wendy's International, Inc. Supplemental Executive
               Retirement Plan.

          1.25 TOTAL AND PERMANENT DISABILITY means a physical or mental
               condition which qualifies a Participant for Social Security
               disability benefits or which qualifies such Participant to
               continue to receive benefits under the Company's disability plan
               or under its workers' compensation policy, after having received
               such benefits for twelve (12) months.

          1.26 YEAR OF SERVICE means any Plan Year during which an Employee is
               credited with a Year of Service under the Profit Sharing and
               Savings Plan.


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                        ARTICLE II - ELIGIBILITY AND PARTICIPATION

          2.1  ELIGIBILITY

               Each Covered Employee who was an Active Participant in the SERP
               on the day prior to the Effective Date shall continue to be an
               Active Participant in the SERP on the Effective Date if still a
               Covered Employee on that date.

               Any other Covered Employee shall become a Participant in the SERP
               on the latest of the Effective Date, the first day of the Plan
               Year following the date the Employee became a Covered Employee
               (the Covered Employee's date of hire or promotion into eligible
               employment), or the Entry Date upon which the Covered Employee
               becomes a Participant in the Pension Plan.

          2.2  REEMPLOYMENT

               If a Participant terminates employment for any reason and is
               later rehired as a Covered Employee, such former Participant
               shall be eligible to participate in the SERP on the date their
               participation in the Pension Plan resumes.

          2.3  REEMPLOYMENT FOLLOWING QUALIFIED MILITARY SERVICE

               Notwithstanding any provision of this SERP to the contrary, a
               Covered Employee who returns to employment following qualified
               military service shall be credited with such Contributions and
               Years of Service as required under Chapter 43 of Title 38 of the
               United States Code.

                             ARTICLE III - AMOUNT OF BENEFIT

          3.1  CREDITS TO SUPPLEMENTAL ACCOUNT

               a)   On the last day of each Plan Year commencing after December
                    31, 2002, for each Active Participant who remains employed
                    as a Covered Employee by the Company or a Participating
                    Employer on the last day of the Plan Year, or who dies,
                    becomes disabled or attains Normal Retirement Age during the
                    Plan Year while actively employed, the Company shall credit
                    to the Supplemental Account of such Active Participant an
                    amount determined as follows:

                    1)   For each Active Participant described above who is not
                         a Grandfather Eligible Participant, an amount equal to
                         the net supplemental credit described in (b) below.

                    2)   For each Grandfather Eligible Participant described
                         above, an amount equal to the greater of the net
                         supplemental credit described in (b) below and the
                         target credit which would have been credited to such
                         Participant for such Plan Year under Section 3.2(b).

               b)   Net Supplemental Credit. The difference between the gross
                    supplemental credit amount determined under the table in
                    paragraph (1) below and the offsets set forth in paragraph
                    (2) below.

                    1)   Gross Supplemental Credit.


                         Participant's Age Plus Years  Supplemental Credits as a
                         of Service as of the first     percentage of prior year
                            day of the Plan Year              Compensation
                         -------------------------     -------------------------
                                Less than 40                   5%
                                   40-49                       8%
                                   50-59                      11%
                                   60-69                      14%
                                70 or more                    18%

                    2)   Offsets. The aggregate of (A) the amounts credited
                         during the prior Plan Year to such Participant pursuant
                         to Section 1.1(c) of the Pension Plan, (B) the amounts
                         that would have been credited during the prior Plan
                         Year to such Participant pursuant to Section 3.5 of the
                         Profit Sharing and Savings Plan had the Participant
                         elected to make Deferred Income Contributions to
                         receive the maximum available Company Safe Harbor
                         Matching Contribution, (C) any Company Contributions
                         credited to such Participant during the prior Plan Year
                         pursuant to Section 3.1 of the Profit Sharing and
                         Savings Plan, and (D) that portion of all "social
                         security" employment (FICA) taxes paid during the prior
                         Plan Year by the Company or Participating Employer
                         pursuant to Code section 3111(a).

               c)   Interest. On the last day of each Plan Year, interest shall
                    be credited to the Supplemental Account for each Participant
                    at a rate equal to the interest rate applied for that Plan
                    Year to the Account Balance Benefit under the Pension Plan
                    and applied to the amount in the Participant's Supplemental
                    Account as of the first day of the Plan Year.



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          3.2  CREDITS TO SUPPLEMENTAL TARGET ACCOUNT

               a)   Except as provided in Section 3.4 below, prior to January 1,
                    2003, the Company shall credit to the Supplemental Target
                    Account for each eligible Participant the amounts described
                    below and after January 1, 2003, the Company shall credit to
                    the Supplemental Target Account the interest credits
                    described in (c) below:

                    (1)  For each eligible and Active Participant who remains
                         employed by the Company on the last day of the Plan
                         Year, the amounts described in (b) below calculated as
                         of the last day of the prior Plan Year and the amount
                         described in (c) below calculated as of the last day of
                         the Plan Year.

                    (2)  For each eligible and Active Participant who dies or
                         becomes disabled during the Plan Year while actively
                         employed, the amount described in (b) below calculated
                         as of the last day of the prior Plan Year. For each
                         eligible and Active Participant who died or became
                         disabled during a Plan Year while actively employed and
                         who has not yet received payment of his SERP benefits,
                         the amount described in (c) below calculated as of the
                         earlier of the last day of the Plan Year or the date as
                         of which benefits are paid under the SERP.

                    (3)  For each eligible and Active Participant who attained
                         Normal Retirement Age during the Plan Year while
                         actively employed, the amount described in (b) below
                         calculated as of such Participant's Normal Retirement
                         Date and the amount described in (c) below calculated
                         from the Normal Retirement Date to the earlier of the
                         last day of the Plan Year or the date as of which
                         benefits are paid under the SERP.

               b)   An amount which will provide each Participant with a
                    targeted annual benefit payable as a life annuity at his
                    Normal Retirement Date equal to the amount obtained, if any,
                    when the sum of (2), (3), (4) and (5) below is subtracted
                    from (1) below:

                    (1)  Fifty percent (50%) of the Participant's Final Average
                         Compensation (determined without salary projection)
                         multiplied by a fraction, not exceeding one (1), the
                         numerator of which is the number of the Participant's
                         expected Years of Service at his Normal Retirement Date
                         and the denominator of which is fifteen (15).

                    (2)  The Participant's expected Accrued Benefit Derived from
                         Company Contributions at his Normal Retirement Date
                         under the Pension Plan, assuming that the Participant
                         had elected to make Participant Contributions to the
                         Plan in each Plan Year such contributions as were
                         permitted and that interest credited to the Account
                         Balance Benefit for future years will be at the rate of
                         7.5%, including the Prior Plan Benefit and the Minimum
                         Benefit.

                    (3)  With regard to the Profit Sharing and Savings Plan, the
                         sum of the Participant's:

                         (i)   Company Matched Contribution Account;

                         (ii)  Company Contribution Account;

                         (iii) Company Safe Harbor Matching Contribution Account
                               calculated as if the Participant had elected to
                               make Deferred Income Contributions to receive
                               the maximum available Company Safe Harbor
                               Matching Contribution and as if such
                               contributions had earned interest at an annual
                               rate of 7.5%;

                         (iv)  any prior distributions from such Accounts; and

                         (v)   future expected Company Safe Harbor Matching
                               Contributions for each Plan Year until the
                               Participant's Normal Retirement Date equal to
                               the Company Safe Harbor Matching Contribution
                               deemed to have been received by the Participant
                               for that Plan Year.

                         Such amount shall be projected for the number of years
                         from the earlier of the distribution of such Accounts
                         to the Participant or the date of this calculation to
                         the Participant's Normal Retirement Date at an interest
                         rate of seven and one-half percent (7.5%) compounded
                         annually. In the event that such Profit Sharing and
                         Savings Plan Accounts are distributed to the
                         Participant on different dates, then this projection
                         shall be applied separately to each distribution based
                         upon the specific dates of distribution.

                         The total projected value shall be converted to a life
                         annuity payable at the Participant's Normal Retirement
                         Date, using the interest rate published by the Pension
                         Benefit Guaranty Corporation for use in calculating
                         immediate annuities which is in effect on the first day
                         of the Plan Year to the extent that such rate continues
                         to be published. In the event that such rate is no
                         longer published, the total projected value shall be
                         converted using the applicable interest rate as defined
                         in Code section 417(e)(3) for the lookback month of
                         November preceding the first day of the Plan Year.

                    (4)  The Participant's Supplemental Profit Sharing Account
                         projected and converted to a life annuity payable at
                         his Normal Retirement Date in the same manner as the
                         Profit Sharing and Savings Plan Accounts in (3) above.

                    (5)  The amount of the retirement income the Participant is
                         entitled to receive pursuant to the Supplemental
                         Retirement Agreement under the Nonqualified Plan.

               c)   An amount equal to the interest rate applied to the Account
                    Balance Benefit for the Plan Year in the Pension Plan
                    applied to the amount in the Participant's Supplemental
                    Target Account as of the first day of the Plan Year or, for
                    purposes of Section 3.2(a)(3), as of the Participant's
                    Normal Retirement Date.



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          3.3  CREDITS TO SUPPLEMENTAL PROFIT SHARING ACCOUNT

               Prior to January 1, 2003, the Company shall credit or charge, as
               applicable, to each Participant's Supplemental Profit Sharing
               Accounts the following amounts:

               a)   For each Plan Year during which the Participant is an Active
                    Participant in the Profit Sharing and Savings Plan, the
                    amount by which:

                    (1)  The amount of Company Contributions which the Company
                         would have allocated to the Active Participant's
                         Accounts under the Profit Sharing and Savings Plan
                         without regard to the maximum annual limitations
                         imposed by Section 415 of the Code or the limitation on
                         compensation imposed by Section 401(a)(17) of the Code;
                         exceeds

                    (2)  The actual amount of Company Contributions which the
                         Company allocates to the Active Participant's Accounts
                         under the Profit Sharing and Savings Plan.

               b)   For each Plan Year during which the Participant is an Active
                    Participant, an Inactive Participant or a former Participant
                    in the Profit Sharing and Savings Plan, an amount equal to
                    the net gain (or net loss) that would have been credited (or
                    charged) had the amounts allocated to the Participant's
                    Supplemental Plan Accounts been invested in a manner similar
                    to the investment of his Accounts under the Profit Sharing
                    and Savings Plan during a similar time frame.

                    If the Participant does not have any actual Accounts under
                    the Profit Sharing and Savings Plan, his Supplemental Plan
                    Accounts shall be treated as though they had been invested
                    in the default investment offered under the Profit Sharing
                    and Savings Plan (as referenced in Section 16.1 of such
                    plan, or any successor section thereto).

          3.4  CASH ELECTION

               Prior to January 1, 2003, each Active Participant who was
               projected to have five (5) or more Years of Service by the end of
               the Plan Year had been permitted to elect, prior to notification
               of the Target Credit (as determined under Section 3.2 above) for
               such Plan Year, to receive in cash the amount that would
               otherwise be credited to his Supplemental Target Account on the
               last day of such Plan Year. Payment of the vested Target Credits,
               which were elected to be taken as cash, shall be paid by the end
               of the month following the last day of the Plan Year for which
               the dollars are credited.

          3.5  TERMINATION BENEFIT

               If a Participant's employment terminates for any reason on or
               after his Normal Retirement Age, after incurring a Total and
               Permanent Disability, as a result of death or after completing
               five (5) Years of Service, such Participant (or his Beneficiary
               in the event of the Participant's death) shall be entitled to
               receive a benefit, payable in accordance with Article IV, equal
               to the balance of the Participant's Account. If a Participant's
               employment is terminated for any reason prior to the earliest of
               attaining his Normal Retirement Age, incurring a Total and
               Permanent Disability, the date of his death or completing five
               (5) Years of Service, then notwithstanding any contrary provision
               in this SERP, neither the Participant nor his Beneficiary shall
               be entitled to any benefits under this SERP.

               Notwithstanding the foregoing, the Participant shall be entitled
               to receive a benefit payable in accordance with Article IV, equal
               to the balance of the Participant's Account, if the Participant's
               employment is terminated by the Company without Cause within two
               years following a Change in Control or prior to the date of a
               Change in Control if the Participant reasonably demonstrates that
               the termination (a) was at the request of a third party who has
               indicated an intention or taken steps reasonably calculated to
               effect a Change in Control or (b) otherwise arose in connection
               with, or in anticipation of, a Change in Control which has been
               threatened or proposed, such termination shall be deemed to have
               occurred after a Change in Control for purposes of this Agreement
               provided a Change in Control shall actually have occurred.

                              ARTICLE IV - FORMS OF PAYMENT

          4.1  DISTRIBUTION OF BENEFITS

               If a Participant is entitled to a distribution of benefits under
               Section 3.5, the Participant's Account shall be paid in one of
               the forms of payment set forth below, as specified by the
               Participant in the Payment Election Form. If the Participant's
               most recent Payment Election Form had been completed within one
               year of the termination (except for elections made within 30 days
               of the commencement of the Participant's participation in the
               SERP), then the Participant shall be deemed to have no
               designation on file.

               Notwithstanding the foregoing, a Participant may elect to give
               effect to an otherwise disregarded Payment Election Form that had
               been completed within the one year waiting period by accepting a
               ten percent (10%) forfeiture from the Participant's Account.



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               If a Participant has, or is deemed to have, no Payment Election
               Form on file or upon the death of a Participant, the
               Participant's Account shall be paid to the Participant or
               Beneficiary, as applicable, in a single lump sum.

               The forms of payment available under the SERP are:

               a)   A single lump sum.

               b)   Annual, semiannual or quarterly installments over a period
                    of years not exceeding five years, as elected by the
                    Participant.

          4.2  TIMING OF DISTRIBUTION

               Effective January 1, 2003, Participants shall not be entitled to
               receive any payment of benefits under the SERP prior to
               termination of employment. Payment of benefits under this SERP
               shall commence at such time as determined by the Committee in its
               sole discretion, but not later than the end of month following
               the last day of the Plan Year in which the termination occurred.

          4.3  DESIGNATION OF BENEFICIARY

               Each Participant shall designate, by giving a designation in
               approved form to the Plan Administrator, a Beneficiary to receive
               any benefits which may become or continue to be payable upon or
               after his death under this Plan. Successive designations may be
               made and the last designation received by the Plan Administrator
               prior to the death of the Participant shall be effective and
               shall revoke all prior designations.

               If a Participant shall fail to designate a Beneficiary, if such
               designation shall for any reason be illegal or ineffective or if
               no Beneficiary so designated survives the Participant, then his
               benefits shall be paid to:

               a)   His surviving spouse; or

               b)   If there is no surviving spouse, to the executor or other
                    personal representative of the Participant to be distributed
                    in accordance with the Participant's will, or if he has no
                    valid will, in accordance with applicable state law.

                             ARTICLE V - PLAN ADMINISTRATION

          5.1  PLAN ADMINISTRATOR

               a)   The Company shall be the Plan Administrator. The Company
                    shall appoint a Committee to act as its agent or delegate in
                    carrying out its administrative duties.

               b)   The Committee shall consist of not fewer than three (3)
                    members who shall be appointed by the Company and may
                    include individuals who are not Participants in the Plan.
                    The Company may remove or replace any member at any time in
                    its sole discretion, and any member may resign by delivering
                    a written resignation to the Company, which resignation
                    shall become effective at its delivery or at any later date
                    specified therein.

          5.2  POWERS OF THE PLAN ADMINISTRATOR

               The Plan Administrator shall be charged with the operation and
               administration of the SERP in accordance with the terms hereof
               and shall have all the powers necessary to carry out the
               provisions of the SERP. Any and all determinations, actions or
               decisions of the Plan Administrator and Committee with respect to
               the administration of the SERP, including without limitation the
               determination of benefit eligibility and interpretation of SERP
               provisions, shall be final and conclusive and binding upon all
               parties having an interest in the SERP.

          5.3  COMMITTEE

               a)   The Committee shall hold meetings upon such notice and at
                    such times and places as its members may from time to time
                    deem appropriate, and may adopt from time to time such
                    bylaws and regulations for the conduct and transaction of
                    its business and affairs consistent with the terms of the
                    Plan and the delegation of duties and powers by the Company.
                    A majority of its members at the relevant time shall
                    constitute a quorum for the transaction of business. All
                    action taken by the Committee shall be by vote of the
                    majority of its members present at such meeting, except that
                    the Committee also may act without a meeting by a written
                    consent signed by a majority of its members. A member shall
                    not be disqualified from acting because of any personal
                    interest, benefit or advantage, inasmuch as a member may be
                    a director of the Company, an Employee or a Participant, but
                    no member shall vote or act in connection with an action of
                    the Committee relating exclusively to himself.

               b)   The Committee may allocate among its members such specific
                    responsibilities, obligations, powers or duties as shall be
                    deemed appropriate.



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<PAGE>


          5.4  INDEMNIFICATION

               The Company shall indemnify and defend each member of the
               Committee and all officers or representatives of the Company and
               Employees assigned fiduciary responsibility under Federal law to
               the greatest extent permitted by applicable law against any and
               all claims, losses, damages, expenses (including reasonable
               attorneys' fees) and liability arising from any action or failure
               to act in connection with the SERP.

                              ARTICLE VI - CLAIMS PROCEDURES

          6.1  CLAIMS REVIEW

               Any Participant, former Participant or Beneficiary who wishes to
               request a review of a claim for benefits or who wishes an
               explanation of a benefit or its denial may direct to the Plan
               Administrator a written request for such review within one
               hundred twenty (120) days of the denial. The Plan Administrator
               shall respond to the request by issuing a notice to the claimant
               as soon as possible, but in no event later than ninety (90) days
               (one hundred eighty (180) days in special cases) from the date of
               receipt of the request. This notice furnished by the Plan
               Administrator shall be written in a manner calculated to be
               understood by the claimant and shall include the following:

               a)   The specific reason or reasons for any denial of benefits;

               b)   The specific SERP provisions on which any denial is based;

               c)   A description of any further material or information which
                    is necessary for the claimant to perfect his claim and an
                    explanation of why the material or information is needed;
                    and

               d)   An explanation of the SERP's claim appeals procedure.

               If the Plan Administrator denies the claim or fails to respond to
               the claimant's written request for a review within one hundred
               eighty (180) days of its receipt, the claimant shall be entitled
               to proceed to the claim appeals procedure described in Section
               6.2. If the claimant does not respond to the notice, posted by
               first-class mail to the address of record of the claimant, within
               sixty (60) days from receipt of the notice, the claimant shall be
               considered satisfied in all respects.

          6.2  APPEALS PROCEDURE

               In the event that the claimant wishes to appeal the claim review
               denial, the claimant or his duly authorized representative may
               submit to the Plan Administrator, within sixty (60) days of his
               receipt of the notice, a written notification of appeal of the
               claim denial. The notification of appeal of the claim denial
               shall permit the claimant or his duly authorized representative
               to utilize the following claim appeals procedures:

               a)   To review pertinent documents; and

               b)   To submit issues and comments in writing to which the Plan
                    Administrator shall respond.

               The Plan Administrator shall furnish a final written decision on
               formal review not later than sixty (60) days after receipt of the
               notification of appeal, unless special circumstances require an
               extension of the time for processing the appeal. In no event,
               however, shall the Plan Administrator respond later than one
               hundred twenty (120) days after a request for an appeal. The
               decision on the appeal shall be written in a manner calculated to
               be understood by the claimant, shall include specific reasons for
               the decision, and shall contain specific references to the
               pertinent SERP provisions on which the decision is based.

          6.3  DISCRETION REGARDING CLAIMS AND APPEALS

               The Plan Administrator, or any individual or committee to whom
               responsibility for claims and appeals has been delegated, shall
               have complete discretion in deciding such claims and appeals and
               any such decision shall be final, conclusive and binding upon the
               claimant.



                                       8

<PAGE>

                               ARTICLE VII - MISCELLANEOUS

          7.1  AMENDMENT AND TERMINATION

               The SERP may be amended by the Company, by action of its Board or
               a committee thereof, at any time in its discretion and without
               the consent of any Participant. However, in the event of the
               amendment or termination of the SERP, any benefit accrued to such
               date shall not be reduced or forfeited without the consent of
               each affected Participant. Further, the SERP may not be amended
               or terminated for two years following the end of the Plan Year in
               which a Change in Control occurs or, prior to the date of a
               Change in Control, if an affected Participant reasonably
               demonstrates that the amendment or termination is had been
               adopted (a) at the request of a third party who has indicated an
               intention or taken steps reasonably calculated to effect a Change
               in Control or (b) otherwise in connection with, or in
               anticipation of, a Change in Control which has been threatened or
               proposed, in either case provided a Change in Control shall
               actually have occurred.

          7.2  NO CONTRACT OF EMPLOYMENT

               Nothing herein contained shall be construed to constitute a
               contract of employment between the Company and any Participant.

          7.3  UNFUNDED PLAN

               The SERP at all times shall be considered entirely unfunded both
               for tax purposes and for purposes of the Employee Retirement
               Income Security Act of 1974 (ERISA). Notwithstanding the
               foregoing, the Company may establish a benefits protection trust
               for the benefit of Participants with an independent bank as
               trustee. Prior to a Change in Control, the Company shall transfer
               to such trust assets equal to the Accounts of all Participants.
               Any benefits protection trust established to provide benefits
               under this SERP shall at all times remain subject to the claims
               of the Company's general creditors in the event of insolvency.

          7.4  RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS

               No benefit payable under this SERP shall be subject in any manner
               to anticipation, alienation, sale, transfer, assignment, pledge,
               encumbrance or charge prior to actual receipt thereof by the
               Participant or Beneficiary and any attempt to anticipate,
               alienate, sell, transfer, assign, pledge, encumber or charge
               prior to such receipt shall be void. No benefit payable under
               this SERP shall be subject to attachment, garnishment, execution,
               levy or other legal or equitable proceeding or process, and any
               attempt to do so shall be void. The Company shall not be in any
               manner liable for or subject to the debts, contracts,
               liabilities, engagements or torts of any Participant or
               Beneficiary except as may be required by the tax withholding
               provisions of the Code or any state's income tax laws.

          7.5  PAYMENT CONSTITUTES RELEASE

               Payment to the Participant or Beneficiary as set forth in Article
               IV shall completely discharge the Company's obligations under
               this SERP, whether paid by a benefits protection trust
               established under Section 7.3 or directly by the Company.

          7.6  APPLICABLE LAW

               To the extent not preempted by Federal law, the SERP shall be
               construed and administered in accordance with the laws of the
               State of Ohio.

          IN WITNESS WHEREOF, the Company has caused this instrument to be
          executed by its duly authorized officer this 31st day of January,
          2003.

                                 WENDY'S INTERNATIONAL, INC.

                                 By: /s/ Kerrii B. Anderson
                                     -------------------------------------------

                                 Its:             Kerrii B. Anderson
                                     -------------------------------------------
                                               Executive Vice President &
                                                Chief Financial Officer



                                       9