1
POWER OF ATTORNEY
I, Edwin B. Borden, a resident of Wayne County, North Carolina, of
legal age and legally competent for all purposes, do hereby grant this Power
of Attorney to Robert W. Winston, III, Chief Executive Officer of Winston
Hotels, Inc. (the "Company") and James D. Rosenberg, President of the Company,
who are of legal age and who are legally competent for all purposes, and with
full power of substitution so that they, or either of them, may perform any
and all acts and things which said attorneys-in-fact, or any of them, deem
necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934. I expressly authorize the said attorneys-in-fact, or any
of them, to execute and deliver to the Securities and Exchange Commission or
other appropriate entities on my behalf an Annual Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal
year ended December 31, 1999, including specifically, but not limited to, the
power and authority to sign for me in my name in the capacity indicated on the
Annual Report and any and all amendments thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 2000.
/s/ Edwin B. Borden [SEAL]
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Edwin B. Borden
2
POWER OF ATTORNEY
I, Richard L. Daugherty, a resident of Wake County, North Carolina,
of legal age and legally competent for all purposes, do hereby grant this
Power of Attorney to Robert W. Winston, III, Chief Executive Officer of
Winston Hotels, Inc. (the "Company") and James D. Rosenberg, President of the
Company, who are of legal age and who are legally competent for all purposes,
and with full power of substitution so that they, or either of them, may
perform any and all acts and things which said attorneys-in-fact, or any of
them, deem necessary or advisable to enable the Company to comply with the
Securities Exchange Act of 1934. I expressly authorize the said
attorneys-in-fact, or any of them, to execute and deliver to the Securities
and Exchange Commission or other appropriate entities on my behalf an Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
on Form 10-K for the fiscal year ended December 31, 1999, including
specifically, but not limited to, the power and authority to sign for me in my
name in the capacity indicated on the Annual Report and any and all amendments
thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 29th day of February, 2000.
/s/ Richard L. Daugherty [SEAL]
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Richard L. Daugherty
3
POWER OF ATTORNEY
I, Thomas F. Darden, II, a resident of Wake County, North Carolina,
of legal age and legally competent for all purposes, do hereby grant this
Power of Attorney to Robert W. Winston, III, Chief Executive Officer of
Winston Hotels, Inc. (the "Company") and James D. Rosenberg, President of the
Company, who are of legal age and who are legally competent for all purposes,
and with full power of substitution so that they, or either of them, may
perform any and all acts and things which said attorneys-in-fact, or any of
them, deem necessary or advisable to enable the Company to comply with the
Securities Exchange Act of 1934. I expressly authorize the said
attorneys-in-fact, or any of them, to execute and deliver to the Securities
and Exchange Commission or other appropriate entities on my behalf an Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
on Form 10-K for the fiscal year ended December 31, 1999, including
specifically, but not limited to, the power and authority to sign for me in my
name in the capacity indicated on the Annual Report and any and all amendments
thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 15th day of February, 2000.
/s/ Thomas F. Darden, II [SEAL]
-----------------------------------
Thomas F. Darden, II
4
POWER OF ATTORNEY
I, David C. Sullivan, a resident of Shelby County, Tennessee, of
legal age and legally competent for all purposes, do hereby grant this Power
of Attorney to Robert W. Winston, III, Chief Executive Officer of Winston
Hotels, Inc. (the "Company") and James D. Rosenberg, President of the Company,
who are of legal age and who are legally competent for all purposes, and with
full power of substitution so that they, or either of them, may perform any
and all acts and things which said attorneys-in-fact, or any of them, deem
necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934. I expressly authorize the said attorneys-in-fact, or any
of them, to execute and deliver to the Securities and Exchange Commission or
other appropriate entities on my behalf an Annual Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal
year ended December 31, 1999, including specifically, but not limited to, the
power and authority to sign for me in my name in the capacity indicated on the
Annual Report and any and all amendments thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 2000.
/s/ David C. Sullivan [SEAL]
-----------------------------------
David C. Sullivan
5
POWER OF ATTORNEY
I, Charles M. Winston, a resident of Wake County, North Carolina, of
legal age and legally competent for all purposes, do hereby grant this Power
of Attorney to Robert W. Winston, III, Chief Executive Officer of Winston
Hotels, Inc. (the "Company") and James D. Rosenberg, President of the Company,
who are of legal age and who are legally competent for all purposes, and with
full power of substitution so that they, or either of them, may perform any
and all acts and things which said attorneys-in-fact, or any of them, deem
necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934. I expressly authorize the said attorneys-in-fact, or any
of them, to execute and deliver to the Securities and Exchange Commission or
other appropriate entities on my behalf an Annual Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal
year ended December 31, 1999, including specifically, but not limited to, the
power and authority to sign for me in my name in the capacity indicated on the
Annual Report and any and all amendments thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 21st day of February, 2000.
/s/ Charles M. Winston [SEAL]
-----------------------------------
Charles M. Winston
6
POWER OF ATTORNEY
I, James H. Winston, a resident of Duval County, Florida, of legal
age and legally competent for all purposes, do hereby grant this Power of
Attorney to Robert W. Winston, III, Chief Executive Officer of Winston Hotels,
Inc. (the "Company") and James D. Rosenberg, President of the Company, who are
of legal age and who are legally competent for all purposes, and with full
power of substitution so that they, or either of them, may perform any and all
acts and things which said attorneys-in-fact, or any of them, deem necessary
or advisable to enable the Company to comply with the Securities Exchange Act
of 1934. I expressly authorize the said attorneys-in-fact, or any of them, to
execute and deliver to the Securities and Exchange Commission or other
appropriate entities on my behalf an Annual Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year
ended December 31, 1999, including specifically, but not limited to, the power
and authority to sign for me in my name in the capacity indicated on the
Annual Report and any and all amendments thereto.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 2000.
/s/ James H. Winston [SEAL]
-----------------------------------
James H. Winston