<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ R. David Thomas
----------------------------
R. David Thomas
12
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ John T. Schuessler
----------------------------
John T. Schuessler
13
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ Ronald E. Musick
----------------------------
Ronald E. Musick
14
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ Lawrence A. Laudick
----------------------------
Lawrence A. Laudick
15
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ Ernest S. Hayeck
----------------------------
Ernest S. Hayeck
16
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ Janet Hill
----------------------------
Janet Hill
17
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 24th day of July, 2000.
/s/ Paul D. House
----------------------------
Paul D. House
18
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ Ronald V. Joyce
----------------------------
Ronald V. Joyce
19
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ Thomas F. Keller
----------------------------
Thomas F. Keller
20
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 22nd day of July, 2000.
/s/ True H. Knowles
----------------------------
True H. Knowles
21
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ David P. Lauer
----------------------------
David P. Lauer
22
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 21st day of July, 2000.
/s/ Andrew G. McCaughey
----------------------------
Andrew G. McCaughey
23
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of July, 2000.
/s/ James V. Pickett
----------------------------
James V. Pickett
24
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officer and/or
director of Wendy's International, Inc. (the "Company"), which is about to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 in
connection with the offer of common shares pursuant to the Company's WeShare
Stock Option Plan, hereby constitutes and appoints Leon M. McCorkle, Jr. and
Dana Klein as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement,
any and all amendments and documents related thereto, and to file the same, and
all exhibits thereto, and other documents relating thereto, with the Securities
and Exchange Commission, and grants unto each of said attorneys-in-fact and
substitute or substitutes full power and authority to do each and every act and
thing requested and necessary to be done in and about the premises as fully to
all intents and purposes as he or she might do in person, and hereby ratifies
and confirms all things that each of said attorneys-in-fact and substitute or
substitutes may lawfully do and seek to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 24th day of July, 2000.
/s/ Thekla R. Shackelford
----------------------------
Thekla R. Shackelford
25
