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                                                                   EXHIBIT 10(g)

                             FIRST AMENDMENT TO THE
                           WENDY'S INTERNATIONAL, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Wendy's International, Inc. (the "Company) adopted the Wendy's
International, Inc. Supplemental Executive Retirement Plan, as amended and
restated effective January 1, 1989 (the "Plan"); and

WHEREAS, the Company desires to amend the Plan in order to make certain changes
to the Plan.

NOW, THEREFORE, the Company amends the Plan as follows, effective October 1,
2001:

1.       A new section 1.49 is added to read as follows:

       1.49       Normal Retirement Date and Normal Retirement Age

                  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.

2.       Section 2.1 (b) is amended to read as follows:

       2.1(b)     Effective prior to December 31, 2001, all Covered Employees
                  who have the title "Senior Vice President" or above of the
                  Wendy's Restaurants of Canada Inc. shall become Participants
                  on the latest of the Effective Date, or the first day of the
                  Plan Year following employment, or the first day of the Plan
                  Year following promotion to a position with the title "Senior
                  Vice President" or above.

3.       Section 3.1 is amended to read as follows:

       3.1 CREDITS TO SUPPLEMENTAL TARGET ACCOUNT

           (a)    Except as provided in Section 3.3 below, for each Plan Year
                  the Company shall credit to each Supplemental Target Account:

                  (1)    For each 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 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

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                         Active Participant who died or became disabled during
                         a Plan Year while actively employed and who has not
                         yet received payment of his Plan 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 Plan.

                  (3)    For each 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 Plan.

           (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 expected Final
                         Average Compensation at age 60 (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)    Effective January 1, 2001, the Participant's expected
                         Accrued Benefit Derived from Company Contributions at
                         his Normal Retirement Date under the Account Balance
                         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 Cash Balance Benefit for future years
                         will be at the rate of 7 1/2%, including the Prior Plan
                         Benefit and the Minimum Benefit.

                  (3)    Effective January 1, 2001, 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. To the extent that the Participant
                              does not maximize the Company Safe



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                              Harbor Matching Contribution for any Plan Year,
                              solely for purposes of calculating this offset,
                              the difference shall be deemed to have been
                              credited to the Participant as of July 1 of that
                              Plan Year. The deemed Safe Harbor Matching
                              Contribution Account will be deemed to have earned
                              interest at the same annualized rate the
                              Participant earned on his actual Accounts in the
                              Profit Sharing and Savings Plan, if any. If the
                              Participant does not have any actual Accounts in
                              the Profit Sharing and Savings Plan, the deemed
                              Safe Harbor Matching Contribution Account will be
                              deemed to have earned interest as if it had been
                              invested in the default investment offered under
                              the Profit Sharing and Savings Plan;

                         (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 1/2%) 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.



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                  (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 Cash
                  Balance Benefit for the Plan Year in the Account Balance 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 3.1(a)(3), as of the Participant's Normal
                  Retirement Date.

4.       Section 3.2(a) is amended to read as follows:

       3.2(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.

5.       Section 4.3 is amended to read as follows:

       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.


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IN WITNESS WHEREOF, the Company has caused this document to be executed by its
duly authorized officer as of this 18th day of December, 2001.



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

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