Exhibit 10(e)

                           WENDY'S INTERNATIONAL, INC.

                        EXECUTIVE ANNUAL PERFORMANCE PLAN


         1. PURPOSE. The purpose of the Executive Annual Performance Plan (the
"Plan") is to enhance the ability of Wendy's International, Inc. (the "Company")
and its subsidiaries to attract, motivate, reward, and retain key employees, to
strengthen their commitment to the success of the Company and to align their
interests with those of the Company's shareholders by providing additional
compensation to designated key employees of the Company based on the achievement
of performance objectives. To this end, the Plan provides a means of rewarding
participants based on the performance of the Company and/or its Operating Units.

         2. ADMINISTRATION. The Plan shall be administered by the Committee and
the Company's CEO as provided herein. The Committee shall have full authority to
establish the rules and regulations relating to the Plan, to interpret the Plan
and those rules and regulations, to determine the Performance Objectives of the
Company and/or Operating Units, to decide the facts in any case arising under
the Plan and to make all other determinations and to take all other actions
necessary or appropriate for the proper administration of the Plan, including
the delegation of such authority or power, where appropriate. The Committee's
administration of the Plan, including all such rules and regulations,
interpretations, selections, determinations, approvals, decisions, delegations,
amendments, terminations and other actions, shall be final and binding on the
Company, its stockholders and the Participants and their beneficiaries. The CEO
shall have the full authority to determine the Participants in the Plan, the
Award opportunities for such Participants, and whether such Award opportunities
shall be based on the Performance Objectives of the Company or based on a
combination of Performance Objectives of the Company and one or more Operating
Units.

         3. ELIGIBLE EMPLOYEES. Generally, all Employees are eligible to
participate in the Plan for any fiscal year. However, participation shall be
limited to those Employees selected by the CEO to participate in the Plan for
each fiscal year in accordance with Section 4.

         4. DETERMINATION OF AWARDS. For each fiscal year, the Committee shall
establish the Performance Objectives of the Company and/or Operating Units. The
CEO shall determine (i) the Employees who shall be Participants during each
fiscal year, (ii) whether Awards for each Participant shall be based solely upon
the achievement of Performance Objectives of the Company or on a combination of
the achievement of Performance Objectives for the Company and for one or more
Operating Units, and (iii) the Award opportunities for each Participant,
including the extent to which Awards will be payable for actual performance
between each level of the Performance Objectives. The CEO shall provide to the
Committee a schedule that indicates the Participants selected, their Award
opportunities, and whether such Awards will be based on the Performance
Objectives of the Company or a combination of the Company and one or more
Operating Units. The Company shall notify each Participant of the applicable
Performance Objectives for such Participant and his or her corresponding Award
opportunities for each fiscal year.






         5. PAYMENT OF AWARDS. As soon as practicable after the determination of
the Company's and, if applicable, the Operating Units' financial performance for
a fiscal year, each Award to the extent earned shall be paid in a single lump
sum cash payment, less applicable withholding taxes. Notwithstanding the
foregoing, a Participant may elect to defer all or a portion of any Award
otherwise payable in accordance with this Section, if permitted pursuant to a
deferred compensation plan adopted by, or an agreement entered into with, the
Company or any of its subsidiaries.

         6. DISCRETIONARY BONUSES. In addition to any Awards payable under
Section 4, the CEO, after consultation with the Committee, shall have the
authority to make additional cash incentive awards to any Employees selected by
the CEO in amounts determined by the CEO.

         7. TERMINATION OF EMPLOYMENT. No Award for a fiscal year shall be
payable to any Participant unless he or she is employed by the Company or one of
its subsidiaries on the payment date for Awards payable in respect of the fiscal
year, unless the Participant's employment was terminated because of his or her
(i) death, (ii) disability or (iii) retirement after attaining age 55 and the
completion of 10 years of continuous service with the Company, in which event
the Participant will be entitled to a pro-rata portion (which shall be 100% if
such termination occurs after the end of the fiscal year and prior to the
payment date) of the Award otherwise payable in respect of that fiscal year,
subject to the Committee's discretion as set forth in Section 2 hereof.

         8. CHANGE IN CONTROL. Notwithstanding any provision in the Plan to the
contrary, upon the occurrence of a Change in Control of the Company, the
following provisions shall apply:

            (i)   The minimum Award payable to each Participant in respect of
the fiscal year in which the Change in Control occurs shall be the greatest of:

                  (A)  the Award or other annual bonus paid or payable to the
Participant in respect of the fiscal year prior to the year in which the Change
in Control occurs;

                  (B)  the Award amount that would be payable to the Participant
assuming that the Company achieved the target level of the Performance
Objectives for such fiscal year; and

                  (C)  the Award amount that would be payable to the Participant
based on the Company's actual performance and achievement of applicable
Performance Objectives for such fiscal year through the date of the Change in
Control.



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            (ii) Notwithstanding anything to the contrary contained herein, in
the event that following the date of a Change in Control and prior to the
payment date for Awards payable in respect of the fiscal year in which the
Change in Control occurs a Participant's employment is terminated by the Company
and its subsidiaries without Cause or by the Participant for Good Reason, such
Participant shall be entitled to receive the Award otherwise payable pursuant to
the terms of the Plan in respect of that fiscal year as if he or she had
remained in the employ of the Company through the payment date for Awards
payable in respect of such fiscal year.

            (iii) If a Participant's employment is terminated by the Company
and its subsidiaries without Cause prior to the date of a Change in Control but
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.

         9. ADJUSTMENTS. The Committee may, at the time Performance Objectives
are determined for a fiscal year, or at any time prior to the final
determination of Awards in respect of such fiscal year, provide for the manner
in which performance will be measured against the Performance Objectives or may
adjust the Performance Objectives to reflect the impact of specified corporate
transactions (such as a stock split or stock dividend), special charges,
accounting or tax law changes and other extraordinary or nonrecurring events.

         10. DESIGNATION OF BENEFICIARY. In the event of a Participant's death
prior to full payment of any Award hereunder, unless such Participant shall have
designated a beneficiary or beneficiaries in accordance with this Section 10,
payment of any Award due under the Plan shall be made to the beneficiary or
beneficiaries designated by the Participant under the Company's basic life
insurance program, or if no beneficiary has been designated under the basic life
insurance program, the Participant's designated beneficiary dies prior to
receiving any payment of an Award or if such designation shall for any reason be
illegal or ineffective, Awards payable under the Plan shall be paid to the
Participant's estate. A beneficiary designation under this Plan, or revocation
of a prior beneficiary designation, will be effective only if it is made in
writing on a form provided by the Company, signed by the Participant and
received by the Benefits Department of the Company. If a beneficiary has been
designated under this Plan and such beneficiary dies prior to receiving any
payment of an Award or if such designation shall for any reason be illegal or
ineffective, Awards payable under the Plan shall be paid to the Participant's
estate.

         11. AMENDMENT OR TERMINATION. The Board may amend or terminate the Plan
at any time in its discretion; PROVIDED, HOWEVER, that no amendment or
termination of the Plan may affect any Award made under the Plan prior to that
time; and PROVIDED FURTHER, HOWEVER, that the Plan may not be amended or
terminated through and including the fiscal year in which a Change in Control
occurs (i) at the request of a third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control or (ii)
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.




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         12.      MISCELLANEOUS PROVISIONS

                  (a) Neither the establishment of this Plan, nor any action
taken hereunder, shall be construed as giving any Employee or any Participant
any right to be retained in the employ of the Company or any of its
subsidiaries.

                  (b) A Participant's rights and interests under the Plan may
not be assigned or transferred, except as provided in Section 10, and any
attempted assignment or transfer shall be null and void and shall extinguish, in
the Company's sole discretion, the Company's obligation under the Plan to pay
Awards with respect to the Participant.

                  (c) The Plan shall be unfunded. 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 Awards.

                  (d) The Company shall have the right to deduct from Awards
paid any taxes or other amounts required by law to be withheld.

                  (e) Nothing contained in the Plan shall limit or affect in any
manner or degree the normal and usual powers of management, exercised by the
officers and the Board or committees thereof, to change the duties or the
character of employment of any employee of the Company or any of its
subsidiaries or to remove the individual from the employment of the Company or
any of its subsidiaries at any time, all of which rights and powers are
expressly reserved.

         13.      DEFINITIONS.

                  (a)  "AWARD" shall mean the cash incentive award earned by a
Participant under the Plan for any fiscal year.

                  (b)  "BASE SALARY" shall mean the Participant's annual base
salary actually paid by the Company and/or any of its subsidiaries and received
by the Participant during the applicable fiscal year. Annual base salary does
not include (i) Awards under the Plan, (ii) long-term incentive awards, (iii)
signing bonuses or any similar bonuses, (iv) imputed income from such programs
as executive life insurance, or (v) nonrecurring earnings such as moving
expenses, and is based on salary earnings before reductions for such items as
contributions under Sections 125 or 401(k) of the Code or pursuant to any
nonqualified deferred compensation plan or agreement.

                  (c)  "BOARD" shall mean the Board of Directors of the
Company.

                  (d)  "CAUSE" shall mean 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 (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



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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, monetarily or otherwise,
or (c) has otherwise materially breached the terms of his or her employment
agreement with the Company, 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).

                  (e)  "CEO" shall mean the Chief Executive Officer of the
Company.

                  (f)  "CHANGE IN CONTROL" shall mean the occurrence during the
term of the Plan of:

                       (i)   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 (A)
an employee benefit plan (or a trust forming a part thereof) maintained by (1)
the Company or (2) 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") (B) the Company or its Subsidiaries, or (C) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);

                       (ii)   The individuals who, as of the date the Board
adopted the Plan, 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 Plan, 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





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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

                       (iii)  The consummation of:

                              (A)   A merger, consolidation or reorganization
with or into the Company or a Subsidiary, 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:

                                    (1)   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 Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such Merger,

                                    (2)   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 Corporation, or a corporation beneficially
directly or indirectly owning a majority of the Voting Securities of the
Surviving Corporation, and

                                    (3)   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 Corporation's then outstanding voting securities or its common stock.

                              (B)   A complete liquidation or dissolution of the
Company; or

                              (C)   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.




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                  (g)   "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (h)   "COMMITTEE" shall mean the Compensation Committee of
the Board or such other committee appointed by the Board from time to time to
administer the Plan and to perform the functions set forth herein.

                  (i) "EMPLOYEE" shall mean any employee of the Company or
any of its subsidiaries.

                  (j)   "GOOD REASON" shall mean the occurrence after a Change
in Control of any of the following events or conditions without the
Participant's express written consent:

                        (i)   a change in the Participant's status, title,
position or responsibilities (including reporting responsibilities) which, in
the Participant's reasonable judgment, does not represent a promotion from his
or her status, title, position or responsibilities as in effect immediately
prior thereto; the assignment to the Participant of any duties or
responsibilities which, in the Participant's reasonable judgment, are
inconsistent with such status, title, position or responsibilities; or any
removal of the Participant from or failure to reappoint or reelect him or her to
any of such positions, except in connection with the termination of his or her
employment for disability, for Cause, as a result of his or her death or by the
Participant other than for Good Reason;

                        (ii)   a reduction by the Company in the Participant's
Base Salary as in effect immediately prior to the Change in Control or as the
same may be increased from time to time, or a failure to increase Participant's
Base Salary as of his or her established annual salary review date in any
calendar year by a percentage at least as great as the annual increase in the
Consumer Price Index for All Urban Consumers and for All Items most recently
published by the United States Bureau of Labor Statistics prior to such salary
review date;

                        (iii)   the Company's requiring the Participant to be
based at any place outside a 30-mile radius from the Participant's business
office location immediately prior to the Change in Control, except for
reasonably required travel on Company business which is not materially greater
than such travel requirements prior to the Change in Control;

                        (iv)   the failure by the Company to continue to provide
the Participant with compensation and benefits substantially similar (in terms
of benefit levels and/or reward opportunities) to those provided for under the
Participant's Employment Agreement, if applicable, and those provided to him or
her under any of the employee benefit plans in which the Participant becomes a
participant, or the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Participant of
any material fringe benefit enjoyed by him or her at the time of the Change in
Control;

                        (v)   any material breach by the Company of any
provision of the Participant's Employment Agreement with the Company, if
applicable; and

                        (vi)   the failure of the Company to notify the
Participant within the 30-day period following any transfer of business and
assets to any other person by merger,





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consolidation, sale of assets or otherwise, that the Company has obtained a
satisfactory agreement from a successor or assign of the Company to assume and
agree to perform the Participant's Employment Agreement.

                  (k)   "OPERATING UNIT", for any fiscal year, shall mean a
division, Company subsidiary, group, product line or product line grouping for
which an income statement reflecting sales and operating income is produced.

                  (l)   "PARTICIPANT", for any fiscal year, shall mean an
Employee selected by the Committee to participate in the Plan for such fiscal
year.

                  (m)   "PERFORMANCE OBJECTIVES", for any fiscal year, shall
mean one or more financial performance objectives of the Company and/or
Operating Unit(s) established by the Committee in accordance with Section 4,
which may include threshold Performance Objectives, target Performance
Objectives and maximum Award Performance Objectives. Performance Objectives may
be expressed in terms of earnings per share, earnings (which may be expressed as
earnings before specified items), return on assets, return on invested capital,
revenue, operating income, cash flow, total shareholder return or any
combination thereof. Performance Objectives may be expressed as a combination of
Company and/or Operating Unit(s) Performance Objectives and may be absolute or
relative (to prior performance or to the performance of one or more other
entities or external indices) and may be expressed in terms of a progression
within a specified range.


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