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                                                                   Exhibit 10(l)


                           WENDY'S INTERNATIONAL, INC.
                        WENDY'S WESHARE STOCK OPTION PLAN
                  (Reflects amendments through April 30, 2002)


     SECTION 1. PURPOSE. This Wendy's WeShare Stock Option Plan (hereinafter
referred to as the "Plan") is intended as a means whereby 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. The Plan is also intended to create common interests between
the Employees and the other shareholders of the Company, and to assist the
Company in attracting, retaining and motivating Employees.

     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. All members of the Committee shall be
qualified to administer the Plan as contemplated by Securities and Exchange
Commission Rule 16b-3, as amended or superseded from time to time. The Committee
shall construe and interpret the Plan, establish such operating guidelines and
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 final, binding and conclusive on all interested parties, including the
Company, its Subsidiaries and all former, present and future Employees of the
Company or its Subsidiaries.

     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 8,200,000,
plus the amount of any additional Common Shares which may result from any 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. All those Employees of the Company or
its Subsidiaries as shall be determined from time to time by the Committee shall
be eligible to participate in the Plan, provided, however, that no Employee may
be granted Options in the aggregate which would result in that Employee
receiving more than ten percent of the maximum number of shares available for
issuance under the Plan. 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.

     At least a majority of the full-time Employees of the Company and its
Subsidiaries in the United States who are "exempt employees" as defined under
the Fair Labor Standards Act of 1938, as amended, shall be eligible to receive
Options under the Plan. At least a majority of Options granted under the Plan
shall be granted to Employees who are not officers or directors of the Company
or its Subsidiaries. For the purposes of this paragraph "officer" shall have the
same meaning as defined in Securities and Exchange Commission Rule 16a-1(f) or
any successor rule.

     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.


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     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
approved by the Committee 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.

     (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 grant of such
          Option. See Section 5, Option Price, and Section 28, date of grant.

     (d)  Payment. The purchase price for the Options being exercised must be
          paid in full at the time of exercise in a manner acceptable to the
          Committee. In addition, in order to enable the Company to meet any
          applicable foreign, federal (including FICA), state and local
          withholding tax requirements, an Optionee shall also be required to
          pay the amount of tax to be withheld at the time of exercise. No
          Common Shares will be delivered to any Optionee until all such amounts
          have been paid.

     (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 ten
          (10) years. However, subject to Sections 9 and 10, each Option shall
          be exercisable only during such portion of its 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. With respect to the Options offered pursuant to
          the Plan to an Employee who is subject to Section 16 of the Securities
          Exchange Act of 1934 ("Section 16 of the Exchange Act"), no option can
          be exercised for at least six (6) months after the date of grant
          except in the case of death or disability as set forth in Section 10
          where the Option is otherwise exercisable. Otherwise, each Optionee
          shall have the right to exercise his or her Option in the manner
          specified in this Plan or in the agreement evidencing granting of such
          Option.

     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 or other
address designated by the Company, accompanied by cash, check, shares, or other
property acceptable to the Committee, in payment of the Option price for the
number of shares specified and paid for. From time to time the Committee may
establish procedures relating to effecting such exercises. No fractional shares
shall be issued as a result of exercising an Option. 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. Except as set forth in Section
10, an Option is exercisable during an Optionee's lifetime only by the Optionee.
The Options shall not be transferable except by will or the laws of descent and
distribution, 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
been exercised as of 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 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 with exercise
          to be made as set forth in Section 7. 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.



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     (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, with exercise to be made as set forth in Section 7.

     SECTION 11. LIMITATION ON SALE OF COMMON SHARES OFFERED PURSUANT TO PLAN.
With respect to the Common Shares offered pursuant to the Plan to an Employee
who is subject to Section 16 of the Exchange Act, such Common Shares cannot be
sold for at least six (6) months after acquisition, except in the case of death
or Disability.

     SECTION 12. NON-QUALIFIED STOCK OPTIONS. The Options granted under the Plan
shall be non-qualified stock options.

     SECTION 13. EFFECT OF CHANGE IN COMMON SHARES 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 Option. 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 reflect accurately the terms
of the Option as to the number and kind of shares deliverable upon subsequent
exercising of the Option and in the Option prices under the Option.

     SECTION 14. LISTING AND REGISTRATION OF COMMON SHARES. If at any time the
Committee shall determine that listing, registration or qualification of the
Common 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 Common 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 to the Committee. Any person exercising an Option
shall make such representations and agreements and furnish such information as
the Committee may request to assure compliance with the foregoing or any other
applicable legal requirements.

     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. MISCONDUCT. In the event that an Optionee has (i) used for
profit or disclosed to unauthorized persons, confidential information or trade
secrets of the Company or its Subsidiaries, or (ii) breached any contract with
or violated any fiduciary obligation to the Company or its Subsidiaries, or
(iii) engaged in unlawful trading in the securities of the Company or its
Subsidiaries or of another company based on information gained as a result of
that Optionee's employment with the Company or its Subsidiaries, then that
Optionee shall forfeit all rights to any unexercised Options granted under the
Plan and all of that Optionee's outstanding Options shall automatically
terminate and lapse, unless the Committee shall determine otherwise.

     SECTION 17. FOREIGN EMPLOYEES. Without amending the Plan, the Committee may
grant Options to eligible Employees who are foreign nationals on such terms and
conditions different from those specified in the Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes of the Plan, and, in furtherance of such purposes, the Committee may
make such modifications, amendments, procedures, and the like as may be
necessary or advisable to comply with provisions of laws of other countries in
which the Company or its Subsidiaries operate or have employees.

     SECTION 18. BUY OUT OF OPTION GAINS. At any time after any Option becomes
exercisable, the Committee shall have the right to elect, in its sole discretion
and without the consent of the holder thereof, to cancel such Option and pay to
the Optionee the excess of the fair market value of the Common Shares covered by
such Option over the Option price of such Option at the date the Committee
provides written notice (the "Buy Out Notice") of the intention to exercise such
right. Buy outs pursuant to this provision shall be effected by the Company as
promptly as possible after the date of the Buy Out Notice. Payments of buy out
amounts may be made in cash, in Common Shares, or partly in cash and partly in
Common Shares, as the Committee deems advisable. To the extent payment is made
in Common Shares, the number of shares shall be determined by dividing the
amount of the payment to be made by the fair market value of a Common Share at
the date of the Buy Out Notice. In no event shall the Company be required to
deliver a fractional Common Share in satisfaction of this buy out provision.
Payments of any such buy out amounts shall be made net of any applicable
foreign, federal (including FICA), state and local withholding taxes. For the
purposes of this Section 18, 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 the relevant date.

     SECTION 19. NO RIGHTS TO OPTIONS OR EMPLOYMENT. No Employee or other person
shall have any claim or right to be granted an Option under the Plan. Having
received an Option under the Plan shall not give an Employee any right to
receive any other grant under the Plan. An Optionee shall have no rights to or
interest in any Option except as set forth herein. Neither the Plan nor any
action taken herein shall be construed as giving any Employee any right to be
retained in the employ of the Company or its Subsidiaries.



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     SECTION 20. 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 368(c) of the Internal Revenue Code of 1986, as amended) 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 21. AMENDMENT OR TERMINATION. The Board of Directors may amend or
terminate the Plan at any time, provided that the Board of Directors shall not
(except as provided in Sections 9, 10 and 13 hereof) make any change in the
Options which will impair the rights of the Optionee therein, without the
consent of the Optionee.

     SECTION 22. OTHER ACTIONS. This Plan shall not restrict the authority of
the Committee, the Board of Directors or of the Company or its Subsidiaries for
proper corporate purposes to grant or assume stock options, other than under the
Plan, to or with respect to any Employee or other person.

     SECTION 23. COSTS AND EXPENSES. Except as provided in Section 6(d) hereof
with respect to taxes, the costs and expenses of administering the Plan shall be
borne by the Company, and shall not be charged to any grant nor to any Employee
receiving a grant.

     SECTION 24. PLAN UNFUNDED. The Plan shall be unfunded. Except for reserving
a sufficient number of authorized shares to the extent required by law to meet
the requirements of the Plan, the Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
payment of any grant under the Plan.

     SECTION 25. LAWS GOVERNING PLAN. This Plan shall be construed under and
governed by the laws of the State of Ohio.

     SECTION 26. 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.

     SECTION 27. EFFECTIVE DATE. The Plan shall become effective on the date it
is approved by the Board of Directors of the Company.

     SECTION 28. DEFINITIONS. Unless the context clearly indicates otherwise,
the following terms, when used in this Plan, shall have the meaning set forth
below:

     (a)  The "date of grant" or "grant date" of an Option shall be the date on
          which an Option is granted under the Plan.

     (b)  "Option" means the right granted under the Plan to an Optionee to
          purchase a Common Share of the Company at a fixed price for a
          specified period of time.

     (c)  "Option price" means the price at which a Common Share covered by an
          Option granted hereunder may be purchased.

     (d)  With regard to any particular Employee, "Disabled" shall have the
          meaning set forth in the Company's long term disability program
          applicable to such Employee.



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