<PAGE>   1
                                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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ R. David Thomas
                                          --------------------------------
                                          R. David Thomas, Senior Chairman of
                                          the Board & Founder, Director









                                       39

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.


                                         /s/ Ronald V. Joyce
                                         --------------------------------
                                         Ronald V. Joyce, Senior Chairman and
                                         Co-Founder The TDL Group Ltd., Director









                                       40

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ John K. Casey
                                          --------------------------------
                                          John K. Casey, Vice Chairman and Chief
                                          Financial Officer, Director









                                       41

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                 /s/ Gordon F. Teter
                                 --------------------------------
                                 Gordon F. Teter, Chairman of the Board,
                                 Chief Executive Officer and President, Director









                                       42

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Ronald E. Musick
                                          --------------------------------
                                          Ronald E. Musick,
                                          Executive Vice President, Director









                                       43

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Lawrence A. Laudick
                                          --------------------------------
                                          Lawrence A. Laudick
                                          Vice President, General Controller &
                                          Assistant Secretary









                                       44

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ W. Clay Hamner
                                          --------------------------------
                                          W. Clay Hamner, Director









                                       45

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Ernest Hayeck
                                          --------------------------------
                                          Ernest Hayeck, Director









                                       46

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Janet Hill
                                          --------------------------------
                                          Janet Hill, Director









                                       47

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Thomas F. Keller
                                          --------------------------------
                                          Thomas F. Keller, Director









                                       48

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ True H. Knowles
                                          --------------------------------
                                          True H. Knowles, Director









                                       49

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Andrew G. McCaughey
                                          --------------------------------
                                          Andrew G. McCaughey, Director









                                       50

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Fielden B. Nutter, Sr.
                                          --------------------------------
                                          Fielden B. Nutter, Sr., Director









                                       51

<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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ James V. Pickett
                                          --------------------------------
                                          James V. Pickett, Director









                                       52

<PAGE>   15
                                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
a Form 10-K with the Securities and Exchange Commission, under the provisions of
the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints
Frederick R. Reed and Lawrence A. Laudick 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 Form 10-K, 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 March, 1997.

                                          /s/ Thekla R. Shackelford
                                          --------------------------------
                                          Thekla R. Shackelford, Director









                                       53