Thermo Fisher Scientific Inc. – ‘S-4/A’ on 7/25/00 – EX-24.2

On:  Tuesday, 7/25/00, at 9:42pm ET   ·   As of:  7/26/00   ·   Accession #:  912057-0-33128   ·   File #:  333-90661

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           312   1.42M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-23.1     Consent of Experts or Counsel                          1      6K 
 3: EX-23.2     Consent of Experts or Counsel                          1      6K 
 4: EX-23.4     Consent of Experts or Counsel                          1      7K 
 5: EX-24.2     Power of Attorney                                      2      8K 

EX-24.2   —   Power of Attorney

EX-24.2
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                                                              EXHIBIT 24.2

 THERMO ELECTRON CORPORATION

CERTIFICATE OF SECRETARY

   I, Sandra L. Lambert, Secretary of Thermo Electron Corporation, a
Delaware corporation, do hereby certify that attached hereto as Exhibit A are   
true, correct and complete copies of resolutions adopted by Thermo Electron's   
Board of Directors on October 19, 1999, each of which are in full force and     
effect on the date hereof. In the attached resolutions, Thermo Electron         
Corporation is referred to as "the Corporation."                                

        IN WITNESS WHEREOF, I have hereunto set my hand as of this 31st day of
March, 2000.                                                                    

                                               /S/ SANDRA L. LAMBERT
                                           Sandra L. Lambert
                                   Secretary

EX-24.2
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                                                                 EXHIBIT A

RESOLVED,     that jointly with Thermo TerraTech, the officers of the           
              Corporation are authorized to prepare and file with the Securities
           and Exchange Commission (the "SEC") a Registration Statement on
          Form S-4 containing a Proxy Statement-Prospectus in connection
         with a Special Meeting of Thermo TerraTech stockholders to be
   called to adopt the Merger Agreement (the "Registration
Statement"); and                                    

RESOLVED,     that the proposed Registration Statement is in all respects       
            approved; and that the directors and officers of the Corporation
            are authorized, in the name and on behalf of the Corporation, to
           execute and file such Registration Statement, with such changes
       therein as the persons executing the same may approve, such
           execution to be conclusive evidence of such approval and of the
       authorization hereby, and to execute any and all amendments
         thereto, including post-effective amendments, as they, on the
         advice of the Corporation's accountants and counsel, may deem
necessary or desirable; and                         

RESOLVED,     that Theo Melas-Kyriazi, Paul F. Kelleher, Seth H. Hoogasian,     
              Sandra L. Lambert, Kenneth J. Apicerno and each of them alone, are
           hereby designated as attorneys-in-fact of the Corporation, with
           full power of substitution, having the authority to execute and
          file, for and in the name of the Corporation, any amendment or
             amendments to the Registration Statement, and that any officer of
              the Corporation be and hereby is authorized to execute and deliver
           appropriate powers of attorney reflecting such authorization if
the same is required by the SEC or any other party. 

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed as of:		7/26/00							None on these Dates
Filed on:		7/25/00
		10/19/99		1
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