<PAGE>   1
                           CERTIFICATE OF AMENDMENT TO

                        THE ARTICLES OF INCORPORATION OF

                           WENDY'S INTERNATIONAL, INC.


         Robert L. Barney, Chairman of the Board and Chief Executive Officer,
and Lawrence E. Schauf, Secretary, of Wendy's International, Inc., an Ohio
corporation for profit with its principal place of business at Dublin, Ohio, do
hereby certify that at a meeting of the Board of Directors held pursuant to
notice on the 4th day of August, 1988, the following resolution was adopted
pursuant to Section 1701.70(B)(1) of the Ohio Revised Code:

                  RESOLVED, that, pursuant to the authority vested in the Board
         of Directors of the corporation in accordance with the provisions of
         Chapter 1701 of the Ohio Revised Code, as amended, and by Article IV of
         the corporation's Articles of Incorporation, such Article IV is amended
         to add a new section providing for a series of Voting Preferred Shares
         and that the designation and authorized number of shares, and the
         relative rights, preferences and limitations of, such series are as
         follows:

                  Of the 250,000 preferred shares of the corporation, 150,000
         shall constitute a series of Voting Preferred Stock and shall have,
         subject and in addition to the other provisions of this Article IV, the
         following relative rights, preferences and limitations.

                  Section 1. Designation and Amount. The shares of such series
         shall be designated as "Series A Preferred Shares" (the "Series A
         Preferred Stock"). The number of shares of Series A Preferred Stock may
         be increased or decreased by resolution of the Board of Directors;
         provided, that no decrease shall reduce the number of shares of Series
         A Preferred Stock to a number less than that of the shares then
         outstanding plus the number of shares issuable upon exercise of
         outstanding rights, options or warrants or upon conversion of
         outstanding securities issued by the Corporation.

                  Section 2. Dividends and Distributions.

                  (A) Subject to the prior and superior rights of the holders of
         any shares of any series of Preferred Stock ranking prior and superior
         to the Series A Preferred Stock with respect to dividends, the holders
         of Series A Preferred Stock in preference to the holders of shares of
         Common Stock, without par value per share (the "Common Stock"), of the
         Corporation and any other junior stock, shall be entitled to receive,
         when, as and if declared by the Board of Directors out of funds legally
         available for the purpose, quarterly dividends payable in cash on the
         first day of January, April, July, and October in each year (each such
         date being referred to herein as a "Quarterly Dividend Payment Date"),
         commencing on the first Quarterly Dividend Payment Date after the first
         issuance of a share or fraction of a share of Series A Preferred Stock
         in an amount per share (rounded to the nearest cent) equal to the
         greater of (a) $100.00, or (b) subject to the provision for adjustment
         hereinafter set forth, 10,000 times the aggregate per share amount of
         all cash dividends, and 10,000 times the aggregate per share amount
         (payable in kind) of all non-cash dividends or other distributions
         other than a dividend payable in shares of Common Stock or a
         subdivision of the outstanding shares of Common Stock (by
         reclassification or otherwise), declared on the Common Stock, since the
         immediately preceding Quarterly Dividend Payment Date, or, with respect
         to the first Quarterly Dividend Payment Date, since the first issuance
         of any share or fraction of a share of Series A Preferred Stock. In the
         event the Corporation shall at any time after September
<PAGE>   2
         2, 1988 (the "Rights Declaration Date") (i) declare any dividend on
         Common Stock payable in shares of Common Stock, (ii) subdivide the
         outstanding Common Stock, or (iii) combine the outstanding Common Stock
         into a smaller number of shares, then in each such case the amount to
         which holders of shares of Series A Preferred Stock were entitled
         immediately prior to such event under clause (b) of the preceding
         sentence shall be adjusted by multiplying such amount by a fraction,
         the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
         on the Series A Preferred Stock as provided in paragraph (A) above
         immediately after it declares a dividend or distribution on the Common
         Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common Stock during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date, a dividend of $100.00 per share on the Series A Preferred
         Stock shall nevertheless be payable on such subsequent Quarterly
         Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series A Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares
         of Series A Preferred Stock unless the date of issue of such shares is
         prior to the record date for the first Quarterly Dividend Payment Date,
         in which case dividends on such shares shall begin to accrue from the
         date of issue of such shares, or unless the date of issue is a
         Quarterly Dividend Payment Date or is a date after the record date for
         the determination of holders of Series A Preferred Stock entitled to
         receive a quarterly dividend and before such Quarterly Dividend Payment
         Date in either of which events such dividends shall begin to accrue and
         be cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends shall not bear interest. Dividends paid on the shares
         of Series A Preferred Stock in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares at
         the time outstanding. The Board of Directors may fix a record date for
         the determination of holders of shares of Series A Preferred Stock
         entitled to receive payment of a dividend or distribution declared
         thereon, which record date shall be no more than 30 days prior to the
         date fixed for the payment thereof.

                  Section 3. Voting Rights. The holders of shares of Series A
         Preferred Stock shall have the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
         forth, each share of Series A Preferred Stock shall entitle the holder
         thereof to 1 vote on all matters submitted to a vote of the
         shareholders of the Corporation.

                  (B) Except as otherwise provided herein or by law, the holders
         of shares of Series A Preferred Stock and the holders of shares of
         Common Stock shall vote together as one class on all matters submitted
         to a vote of shareholders of the Corporation.

                  Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Preferred Stock as provided in
         Section 2 are in arrears, thereafter and until all accrued and unpaid
         dividends and distributions, whether or not declared, on Series A
         Preferred Stock outstanding shall have been paid in full, the
         Corporation shall not
<PAGE>   3
                  (i) declare or pay dividends on, make any other distributions
                  on, or redeem or purchase or otherwise acquire for
                  consideration any shares of stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series A Preferred Stock;

                  (ii) declare or pay dividends on or make any other
                  distributions on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Stock except dividends
                  paid ratably on the Series A Preferred Stock and all such
                  parity stock on which dividends are payable or in arrears in
                  proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking on a parity (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) with the Series A Preferred Stock provided that the
                  Corporation may at any time redeem, purchase or otherwise
                  acquire shares of any such parity stock in exchange for shares
                  of any stock of the Corporation ranking junior (either as to
                  dividends or upon dissolution, liquidation or winding up) to
                  the Series A Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any
                  shares of Series A Preferred Stock or any shares of stock
                  ranking on a parity with the Series A Preferred Stock except
                  in accordance with a purchase offer made in writing or by
                  publication (as determined by the Board of Directors) to all
                  holders of such shares upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  respective series or classes.

                  (B) The Corporation shall not permit any subsidiary of the
         Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (A) of this Section 4, purchase or otherwise acquire such
         shares at such time and in such manner.

                  Section 5. Reacquired Shares. Any Series A Preferred Stock
         purchased or otherwise acquired by the Corporation in any manner
         whatsoever shall be retired and cancelled promptly after the
         acquisition thereof. All such shares shall upon their cancellation
         become authorized but unissued shares of Preferred Stock and may be
         reissued as part of a new series of Preferred Stock to be created by
         resolution or resolutions of the Board of Directors, subject to the
         conditions and restrictions on issuance set forth herein.

                  Section 6. Liquidation, Dissolution or Winding Up.

                  (A) Upon any liquidation (voluntary or otherwise), dissolution
         or winding up of the Corporation, no distribution shall be made to the
         holders of shares of stock ranking junior (either as to dividends or
         upon liquidation, dissolution or winding up) to the Series A Preferred
         Stock unless, prior thereto, the holders of shares of Series A
         Preferred Stock shall have received per share, the greater of 10,000
         times $25.00 or 10,000 times the payment made per share of Common
         Stock, plus an amount equal to accrued and unpaid dividends and
         distributions thereon, whether or not declared, to the date of such
         payment (the "Series A Liquidation Preference"). Following the payment
         of the full amount of the Series A Liquidation Preference, no
         additional distributions shall be made to the holders of shares of
         Series A Preferred Stock unless, prior thereto, the holders of shares
         of Common Stock shall have received an amount per share (the "Common
         Adjustment") equal to the quotient obtained by dividing (i) the Series
         A Liquidation Preference by (ii)
<PAGE>   4
         10,000 (as appropriately adjusted as set forth in subparagraph C below
         to reflect such events as stock splits, stock dividends and
         recapitalizations with respect to the Common Stock) (such number in
         clause (ii), the "Adjustment Number"). Following the payment of the
         full amount of the Series A Liquidation Preference and the Common
         Adjustment in respect of all outstanding Series A Preferred Stock and
         Common Stock, respectively, and holders of Series A Preferred Stock and
         holders of shares of Common Stock shall receive their rateable and
         proportionate share of the remaining assets to be distributed in the
         ratio of the Adjustment Number to 1 with respect to such Preferred
         Stock and Common Stock, on a per share basis, respectively.

                  (B) In the event there are not sufficient assets available to
         permit payment in full of the Series A Liquidation Preference and the
         liquidation preferences of all other series of Preferred Stock, if any,
         which rank on a parity with the Series A Preferred Stock then such
         remaining assets shall be distributed ratably to the holders of such
         parity shares in proportion to their respective liquidation
         preferences. In the event there are not sufficient assets available to
         permit payment in full of the Common Adjustment, then such remaining
         assets shall be distributed ratably to the holders of Common Stock.

                  (C) In the event the Corporation shall at any time after the
         Rights Declaration Date (i) declare any dividend on Common Stock
         payable in shares of Common Stock, (ii) subdivide the outstanding
         Common Stock, or (iii) combine the outstanding Common Stock into a
         smaller number of shares, then in each such case the Adjustment Number
         in effect immediately prior to such event shall be adjusted by
         multiplying such Adjustment Number by a fraction the numerator of which
         is the number of shares of Common Stock outstanding immediately after
         such event and the denominator of which is the number of shares of
         Common Stock that were outstanding immediately prior to such event.

                  Section 7. Consolidation, Merger, etc. In case the Corporation
         shall enter into any consolidation, merger, combination or other
         transaction in which the shares of Common Stock are exchanged for or
         changed into other stock or securities, cash and/or any other property,
         then in any such case the Series A Preferred Stock shall at the same
         time be similarly exchanged or changed in an amount per share (subject
         to the provision for adjustment hereinafter set forth) equal to 10,000
         times the aggregate amount of stock, securities, cash and/or any other
         property (payable in kind), as the case may be, into which or for which
         each share of Common Stock is changed or exchanged. In the event the
         Corporation shall at any time after the Rights Declaration Date (i)
         declare any dividend on Common Stock payable in shares of Common Stock,
         (ii) subdivide the outstanding Common Stock, or (iii) combine the
         outstanding Common Stock into a smaller number of shares, then in each
         such case the amount set forth in the preceding sentence with respect
         to the exchange or change of Series A Preferred Stock shall be adjusted
         by multiplying such amount by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that are outstanding immediately prior to such event.

                  Section 8. Redemption. The shares of Series A Preferred Stock
         shall not be redeemable.

                  Section 9. Ranking. The Series A Preferred Stock shall rank
         junior to all other series of the Corporation's Preferred Stock as to
         the payment of dividends and the distribution of assets, unless the
         terms of any such series shall provide otherwise.

                  Section 10. Fractional Shares. Series A Preferred Stock may be
         issued in fractions of a share which shall entitle the holder, in
         proportion to such holder's fractional shares, to exercise voting
         rights, receive dividends, participate in distributions and to have the
         benefit of all other rights of holders of Series A Preferred Stock.
<PAGE>   5

                  IN WITNESS WHEREOF, I have executed and subscribed this
         Certificate and do affirm the foregoing as true under the penalties of
         perjury this 25th day of August 1988.


                                          /s/ ROBERT L. BARNEY
                                          -------------------------
                                          Robert L. Barney
                                          Chairman of the Board &
                                             Chief Executive Officer


Attest:


/s/ LAWRENCE E. SCHAUF
-------------------------
Lawrence E. Schauf
Secretary
<PAGE>   6

                            CERTIFICATE OF AMENDMENT
                                (BY SHAREHOLDERS)
                       TO THE ARTICLES OF INCORPORATION OF
                           WENDY'S INTERNATIONAL, INC.


         Ronald P. Fay, who is President, and John W. Funk, who is Secretary of
  the above named Ohio corporation for profit with its principal location at
  Dublin, Ohio do hereby certify the following:

         a meeting of the shareholders was duly called and held on April 30,
         1985, at which meeting a quorum of the shareholders was present in
         person or by proxy, and by the affirmative vote of the holders of
         shares entitling them to exercise 78.20% of the voting power of the
         corporation,

  the following resolution was adopted to amend the articles:

         RESOLVED, that the first paragraph of Article IV of the Amended
         Articles of Incorporation be, and the same hereby is, amended to read
         as follows:

         "ARTICLE IV. The authorized number of shares of the corporation is
         200,250,000 of which 200,000,000 shares shall be common shares, without
         par value, and 250,000 shares shall be preferred shares, $1.00 par
         value."

         IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have subscribed their names this 3rd day of May, 1985


                                          /s/ RONALD P. FAY
                                          ------------------------------
                                          Ronald P. Fay
                                          President and Chief
                                          Executive Officer


                                          /s/ JOHN W. FUNK
                                          ------------------------------
                                          John W. Funk, Secretary,
                                          Executive Vice President and
                                          Chief Administrative Officer
<PAGE>   7
                           CERTIFICATE OF AMENDMENT TO

                               AMENDED ARTICLES OF

                           WENDY'S INTERNATIONAL, INC.


         Robert L. Barney, President, and John W. Funk, Secretary, of Wendy's
International, Inc., an Ohio corporation, with its principal office located at
Dublin, Ohio, do hereby certify that a meeting of the holders of the shares of
said corporation entitling them to vote on the proposal to amend the Amended
Articles of Incorporation thereof, as contained in the following Resolutions,
was duly called and held on the 29th day of April, 1980, at which meeting a
quorum of such shareholders was present in person or by proxy, and that, by the
affirmative vote of the holders of shares entitling them to exercise not less
than a majority of the voting power of the corporation on such proposal, the
following Resolutions were adopted:

         RESOLVED, that Article SEVENTH of the Company's Amended Articles of
         Incorporation be amended to read as follows:

         "SEVENTH: Notwithstanding any provision of the Ohio Revised Code
         requiring for any purpose the vote, consent, waiver or release of the
         holders of shares of the corporation entitling them to exercise
         two-thirds or any other proportion of the voting power of the
         corporation or of any class or classes thereof, such action, unless
         expressly otherwise provided by statute, may be taken by the vote,
         consent, waiver or release of the holders of the shares entitling them
         to exercise not less than a majority of the voting power of the
         corporation or of such class or classes; provided, however, that unless
         at least two-thirds (2/3) of the Directors of the corporation shall
         recommend the approval of any of the following matters, the affirmative
         vote of the holders of shares entitling them to exercise not less than
         seventy-five percent (75%) of the voting power of the corporation, or
         seventy-five percent (75%) of the voting power of any class or classes
         of shares of the corporation which entitle the holders thereof to vote
         in respect of any such matter as a class, shall be required to adopt:

         (1)      A proposed amendment to the Amended Articles of
                  Incorporation of the corporation;

         (2)      Proposed new Regulations or an amendment of the
                  New Regulations of the corporation;

         (3)      An agreement of merger or consolidation providing for the
                  proposed merger or consolidation of the corporation with or
                  into one or more other corporations and requiring shareholder
                  approval;
<PAGE>   8
         (4)      A proposed combination or majority share acquisition involving
                  the issuance of shares of the Company and requiring
                  shareholder approval;

         (5)      A proposal to sell, exchange, transfer or otherwise dispose of
                  all, or substantially all, the assets, with or without the
                  goodwill, of the corporation;

         (6)      A proposed dissolution of the corporation."

         RESOLVED, that Article EIGHTH of the existing Amended Articles of
         Incorporation of Wendy's International, Inc., an Ohio corporation, be,
         and said Article hereby is, renumbered and designated Article NINTH.

         RESOLVED, that the following be, and it hereby is, substituted as
         Article EIGHTH of the Amended Articles of Incorporation of Wendy's
         International, Inc., an Ohio corporation:

         "EIGHTH: In the event that any person proposes (a) an exchange or
         tender offer for shares of the corporation, (b) a merger or
         consolidation of the corporation, or (c) a purchase or acquisition of
         all or substantially all of the assets of the corporation, the
         Directors shall, in evaluating what is in the best interests of the
         corporation, consider the following:

         -  the fairness of the price or financial terms of the proposal;

         -  the effect upon employees, franchisees, customers and suppliers
             of the corporation;

         -  the relationship of the proposal to the value of the corporation
             in a transaction of a similar type resulting from free
             negotiations;

         -  such other factors, whether legal, economic, or social, as the
             Directors determine to be relevant."


         IN WITNESS WHEREOF, said Robert L. Barney, President, and John W. Funk,
Secretary, of Wendy's International, Inc., acting for and on behalf of said
corporation, have hereunto subscribed their names and caused the seal of the
corporation to be affixed this 1st day of May, 1980.

                                        
                                          /s/ ROBERT L. BARNEY
                                          ------------------------------
                                          Robert L. Barney, President


                                          /s/ JOHN W. FUNK
                                          ------------------------------
                                          John W. Funk, Secretary
<PAGE>   9
                           CERTIFICATE OF AMENDMENT TO

                               AMENDED ARTICLES OF

                           WENDY'S INTERNATIONAL, INC.


         Robert L. Barney, President, and John W. Funk, Secretary, of Wendy's
International, Inc., an Ohio corporation, with its principal office located at
Dublin, Ohio, do hereby certify that a meeting of the holders of the shares of
said corporation entitling them to vote on the proposal to amend the Amended
Articles of Incorporation thereof, as contained in the following Resolution, was
duly called and held on the 24th day of April, 1979, at which meeting a quorum
of such shareholders was present in person or by proxy, and that, by the
affirmative vote of the holders of shares entitling them to exercise not less
than a majority of the voting power of the corporation on such proposal, the
following Resolution was adopted:

         RESOLVED, that the first paragraph of ARTICLE FOURTH of the Amended
         Articles of Incorporation be, and the same hereby is, amended to read
         as follows:

                  "FOURTH: The authorized number of shares of the corporation is
                  40,250,000, of which 40,000,000 shares shall be common shares,
                  without par value, and 250,000 shares shall be preferred
                  shares, $1.00 par value."

         IN WITNESS WHEREOF, said Robert L. Barney, President, and John W. Funk,
Secretary, of Wendy's International, Inc., acting for and on behalf of said
corporation, have hereunto subscribed their names and caused the seal of the
corporation to be affixed this 24th day of April, 1979.


                                          /s/ ROBERT L. BARNEY
                                          ------------------------------
                                          Robert L. Barney, President


                                          /s/ JOHN W. FUNK
                                          ------------------------------
                                          John W. Funk, Secretary
<PAGE>   10
                                                                         ANNEX 1


                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                           WENDY'S INTERNATIONAL, INC.


         FIRST:            The name of the corporation shall be Wendy's
                           International, Inc.

         SECOND:           The place in Ohio where the principal office of the
                           corporation is to be located is the Village of 
                           Dublin, Franklin County, Ohio.

         THIRD:            The purpose or purposes for which corporation is
                           formed are:

                  1.       To develop, own, operate and manage business
                           enterprises of every nature and kind (including,
                           without limitation, enterprises engaged in food sales
                           and related services) and to own and license others
                           to use tradenames, trademarks, patents and similar
                           rights.

                  2.       To provide management, consulting and advising
                           services to business.

                  3.       To do any and all things related to the foregoing and
                           to engage in any other lawful act or activity for
                           which corporation may be formed under Section 1701.01
                           to 1701.98, inclusive, of the Ohio Revised Code.

         FOURTH:           The authorized number of shares of the corporation is
                  20,250,000 of which 20,000,000 shares shall be common shares,
                  without par value, and 250,000 shares shall be preferred
                  shares, $1.00 par value. 

                           Each share, regardless of class, shall entitle the 
                  holder thereof to one vote.

                           The directors of the corporation may adopt amendments
                  to the Articles in respect of any unissued or treasury shares
                  of any class and thereby fix or change: the division of such
                  shares into series and the designation and authorized number
                  of shares of each series; the dividend rate; the dates of
                  payment of dividends and the dates from which they are
                  cumulative; liquidation price; redemption rights and price;
                  sinking fund requirements; conversion rights; and restrictions
                  on the issuance of shares of any class or series.

         FIFTH:            No shareholder of the corporation shall have, as a
                  matter of right, the pre-emptive right to purchase or
                  subscribe for shares of any class, now or thereafter
                  authorized, or to purchase or subscribe for securities or
                  other obligations convertible into or exchangable for such
                  shares or which by warrants or otherwise entitle the holders
                  thereof to subscribe for or purchase any such shares.
<PAGE>   11
         SIXTH:            The corporation by its directors may purchase,
                  redeem, hold, sell, transfer and otherwise deal with (A)
                  shares of any class or series issued by it, (B) any security
                  or other obligation of the corporation which may confer upon
                  the holder thereof the right to convert the same into shares
                  of any class or series authorized by the Articles of the
                  corporation, and (C) any security or other obligation which
                  may confer upon the holder thereof the right to purchase
                  shares of any class or series authorized by the Articles of
                  the corporation.

         SEVENTH:          Notwithstanding any provision of the Ohio Revised
                  Code now or hereafter in force requiring for any purpose the
                  vote, consent, waiver or release of the holders of shares of
                  the corporation entitling them to exercise a greater
                  proportion of the voting power of the corporation, or of any
                  class or classes or shares thereof, any action may, to the
                  extent permitted by Law, be taken by the vote, consent, waiver
                  or release of the holders of shares entitling them to exercise
                  not less than a majority of the voting power of the
                  corporation, or of such class or classes.

         EIGHTH:           These Amended Articles supersede and take the place
                  of the existing Amended Articles of Incorporation.
<PAGE>   12
                            CERTIFICATE OF AMENDMENT
                                (BY SHAREHOLDERS)
                       TO THE ARTICLES OF INCORPORATION OF

                           WENDY'S INTERNATIONAL, INC.
 ------------------------------------------------------------------------------
                              (NAME OF CORPORATION)

                                                ( ) Chairman of the Board
    Ronald P. Fay      , who is                 (X) President
-----------------------                         ( ) Vice President

and     John W. Funk   , who is                 (X) Secretary
   --------------------                         ( ) Assistant Secretary

of the above named Ohio corporation for profit with its principal location at
_________________, Ohio do hereby certify that: (check the appropriate box and
complete the appropriate statements)\

         -----
                     a meeting of the shareholders was duly called and held on
         -----       __________________, ________, at which meeting a quorum of
                     the shareholders was present in person or by proxy, and by
                     the affirmative vote of the holders of shares entitling
                     them to exercise ________% of the voting power of the
                     corporation,

               in a writing signed by all of the shareholders who would be
         -----
               entitled to a notice of a meeting held for that purpose,
         -----

the following resolution was adopted to amend the articles:

         RESOLVED, that the first paragraph of Article IV of the Amended
         Articles of Incorporation be, and the same hereby is, amended to read
         as follows:

         "ARTICLE IV. The authorized number of shares of the corporation is
         100,250,000, of which 100,000,000 shares shall be common shares,
         without par value, and 250,000 shares shall be preferred shares, $1.00
         par value."



         IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the corporation, have subscribed their names this ________ day of __________,
19_____.


                                            ---------------------------------
                                            (President)

                                            ---------------------------------
                                            (Secretary)

NOTE:    Ohio law does not permit one officer to sign in two capacities. Two
         separate Signatures are required, even if this necessitates the
         election of a second Officer before filing can be made.

================================================================================
<PAGE>   13
                            CERTIFICATE OF AMENDMENT
                                (BY SHAREHOLDERS)
                       TO THE ARTICLES OF INCORPORATION OF

                           WENDY'S INTERNATIONAL, INC.
 ------------------------------------------------------------------------------
                              (NAME OF CORPORATION)


                                                ( ) Chairman of the Board
    John W. Funk            , who is            (X) President
----------------------------                    ( ) Vice President

and     R. Michael Kennedy  , who is            (X) Secretary
   -------------------------                    ( ) Assistant Secretary

of the above named Ohio corporation for profit with its principal location at
_________________________, Ohio do hereby certify that: (check the appropriate
box, complete the appropriate statements)

         XX       a meeting of the shareholders was duly called and held on
                  _______________, 19____, at which meeting a quorum of the
                  affirmative vote present in person or by proxy, and by the
                  affirmative vote of the holders of shares entitling them to
                  exercise __________% of the voting power of the corporation,

================================================================================