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                                                                     Exhibit 4.7

                 CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR
                      PARTICIPATING PREFERRED CAPITAL STOCK
                                       OF
                      INTERNATIONAL MULTIFOODS CORPORATION
        (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW)

                  International Multifoods Corporation, a corporation organized
and existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation, in accordance with the provisions of
Section 151 of the General Corporation Law at a meeting duly called and held on
September 15, 2000:

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of its Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation"), a
series of Preferred Capital Stock, par value one dollar ($1.00) per share (as
such par value may be changed from time to time, the "Preferred Shares" or
"Preferred Stock"), of the Corporation be, and it hereby is, created and that
the designation and number of shares thereof and the relative rights,
preferences and limitations of the shares of such series, are as follows:

                  1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Capital Stock " (the
"Series A Preferred Shares"), and the number of shares constituting such series
shall be Five Hundred Thousand (500,000). The number of shares constituting such
series may, unless prohibited by the Certificate of Incorporation or by
applicable law of the State of Delaware, be increased or decreased by resolution
of the Board of Directors; PROVIDED, that no decrease shall reduce the number of
Series A Preferred Shares to a number less than the number of shares then
outstanding plus the number of shares issuable upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Shares.

                  2. DIVIDENDS AND DISTRIBUTIONS.

                     (i) Subject to the rights of the holders of any shares of
any series of Preferred Stock (or any similar stock ranking prior and superior
to the Series A Preferred Shares), the holders of Series A Preferred Shares, in
preference to the holders of Common Stock, par value ten cents ($0.10) per share
(the "Common Shares" or "Common Stock") and of 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 business day of March, June, September and December in each year (each
such date


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being referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a Series A
Preferred Share, or fraction thereof, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision
for adjustment hereinafter set forth, one hundred (100) times the aggregate per
share amount of all cash dividends, and one hundred (100) 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 Series A Preferred Share, or
fraction thereof. In the event the Corporation shall at any time after October
4, 2000 declare or pay any dividend on shares of Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend on shares of Common Stock payable in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of Series A Preferred Shares were entitled
immediately before 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 before such event.

                     (ii) The Corporation shall declare a dividend or
distribution on the Series A Preferred Shares as provided in subparagraph (i) of
this paragraph 2 simultaneously with its declaration of a dividend or
distribution on the shares of Common Stock (other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock); provided that, if no dividend or distribution shall have been declared
on the shares of Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend
of $1.00 per share on the Series A Preferred Shares shall nevertheless be
payable, out of funds legally available for such purpose, on such subsequent
Quarterly Dividend Payment Date.

                     (iii) Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date
immediately preceding the date of issue of such Series A Preferred Shares,
unless the date of issue of such shares is before 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 Shares 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 Series A Preferred Shares 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 outstanding at that time. The Board of Directors may fix a record date
for the determination of holders of

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Series A Preferred Shares entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than sixty
(60) days before the date fixed for the payment thereof.

                  3. VOTING RIGHTS. The holders of Series A Preferred Shares
shall have the following voting rights:

                     (i) Subject to the provision for adjustment hereinafter set
forth, each Series A Preferred Share shall entitle the holder thereof to one
hundred (100) votes on all matters submitted to a vote of the stockholders of
the Corporation. If the Corporation shall at any time after October 4, 2000
declare or pay any dividend on Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of Series A Preferred Shares were entitled immediately before such event
shall be adjusted by multiplying such 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 before such event.

                     (ii) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or by law, the
holders of Series A Preferred Shares and the holders of shares of Common Stock
and any other capital stock of the Corporation having general voting rights
shall vote together as one class on all matters submitted to a vote of the
stockholders of the Corporation.

                     (iii) Except as otherwise provided herein or by law, the
holders of Series A Preferred Shares shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights as set forth herein) for taking any
corporate action.

                  4. CERTAIN RESTRICTIONS.

                     (i) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Shares as provided in paragraph
2 hereof are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on Series A Preferred Shares
outstanding shall have been paid in full, the Corporation shall not:

                         (a) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Shares;

                         (b) declare or pay dividends, 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 Shares, except dividends paid ratably on

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the Series A Preferred Shares 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;

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

                         (d) redeem or purchase or otherwise acquire for
consideration any Series A Preferred Shares, or any shares of stock ranking on a
parity with the Series A Preferred Shares, 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.

                     (ii) 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 subparagraph (i) of
this paragraph 4, purchase or otherwise acquire such shares at such time and in
such manner.

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

                  6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) 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 Shares unless, prior thereto, the holders of Series A Preferred Shares
shall have received the greater of (i) $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, or (ii) an aggregate amount per share, subject to
the provision for adjustment hereinafter set forth, equal to one hundred (100)
times the aggregate amount to be distributed per share to holders of Common
Stock, or (b) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Shares, except distributions made ratably on the Series A Preferred
Shares and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. If the Corporation shall at any

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time after October 4, 2000 declare or pay any dividend on the shares of Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding Common Stock (by reclassification or
otherwise) into a greater or lesser number of Common Stock, then in each such
case the aggregate amount to which holders of Series A Preferred Stock were
entitled immediately before such event under clause (a)(ii) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of Common Stock outstanding immediately after
such event and the denominator of which is the number of Common Stock that were
outstanding immediately before such event.

                  7. CONSOLIDATION, MERGER, EXCHANGE, ETC. If the Corporation
shall enter into any consolidation, merger, combination, or other transaction in
which the Common Shares are exchanged for or changed into other stock or
securities, money and/or any other property, then in any such case the Series A
Preferred Shares shall at the same time be similarly exchanged or changed into
an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to one hundred (100) times the aggregate amount of stock,
securities, money 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.
If the Corporation shall at any time after October 4, 2000 declare or pay any
dividend on shares of Common Stock payable in shares of Common Stock, or effect
a subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise then by payment of a dividend on
shares of Common Stock payable in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of Series
A Preferred Shares 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 before such event.

                  8. NO REDEMPTION. The Series A Preferred Shares shall not be
redeemable.

                  9. RANK. The Series A Preferred Shares shall rank junior with
respect to the payment of dividends and distribution of assets upon liquidation,
dissolution or winding up to all other series of the Corporation's Preferred
Stock hereafter issued that specifically provide that they shall rank senior to
the Series A Preferred Shares.

                  10. FRACTIONAL SHARES. Series A Preferred Shares may be issued
in fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series A Preferred
Shares.

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                  IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Vice President, Finance and Chief
Financial Officer and attested by its Secretary, all as of the 15th day of
September, 2000.

                                    By:      /s/ John E. Byom
                                        ----------------------------------------
                                    Its:  Vice President, Finance and Chief
                                             Financial Officer

Attest:


By:      /s/ Frank W. Bonvino
    ----------------------------------------
      Its Secretary

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