<PAGE> 1
EXHIBIT 24.2
VLASIC FOODS INTERNATIONAL INC.
CERTIFICATION
I, the undersigned Secretary of Vlasic Foods International Inc., a New
Jersey corporation, certify that the attached document entitled
FORM 10-K ANNUAL REPORT
is a true copy of a resolution adopted by the Board of Directors of Vlasic
Foods International Inc. on October 3, 2000, and that the same is still in
full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
Vlasic Foods International Inc. this 10th day of October, 2000.
Norma B. Carter
Corporate Secretary
<PAGE> 2
VLASIC FOODS INTERNATIONAL INC.
BOARD OF DIRECTORS RESOLUTION
October 3, 2000
* * *
FORM 10-K ANNUAL REPORT
RESOLVED, that the Form 10-K Annual Report for fiscal 2000 of Vlasic Foods
International Inc. in the form presented to this meeting, is hereby approved.
FURTHER RESOLVED, that the Vice President, General Counsel and Corporate
Secretary and the Vice President and Chief Financial Officer and the Vice
President - Controller of Vlasic Foods International Inc. are authorized to
execute the Form 10-K Annual Report for fiscal 2000 approved by this resolution
and to cause such Form 10-K to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, with such
modifications as may be required by the Commission or as may be desirable in the
opinion of such officers.
FURTHER RESOLVED, that each of the directors and the President and Chief
Executive Officer of Vlasic Foods International Inc. are each hereby authorized
to execute in their respective capacities, a power of attorney in favor of Norma
B. Carter designating her as the true and lawful attorney-in-fact and agent of
the signatory with full power and authority to execute and to cause to be filed
with the Securities and Exchange Commission the Form 10-K Annual Report for
fiscal 2000 with all exhibits and other documents in connection therewith as
such attorney-in-fact may deem necessary or desirable; and to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises as fully to all intents and purposes as such officers and directors
could do themselves.
