Assistant Secretary's Certificate
I, ANN T. WILLAMAN, a duly elected Assistant Secretary of TEXTRON INC., a Delaware corporation
(hereinafter, the "Corporation"), DO HEREBY CERTIFY that set forth below is a true and correct copy of a
resolution passed at a meeting of the Corporation's Board of Directors held on February 25, 1998, at which a
quorum was present and voted throughout:
RESOLVED, that the officers of the Corporation be, and they hereby are, authorized in the name and on behalf
of the Corporation to execute and deliver a power of attorney appointing Wayne W. Juchatz, Arnold M.
Friedman, Michael D. Cahn and Ann T. Willaman, or any of them, to act as attorneys-in-fact for the Corporation
for the purpose of executing and filing the Corporation's Annual Report on Form 10-K for its fiscal year ended
January 3, 1998, and any and all amendments thereto.
I DO HEREBY FURTHER CERTIFY that the foregoing resolution has been neither amended nor modified, and
remains in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the Corporate seal of TEXTRON INC. to
be affixed as of the 16th day of March, 1998.
/s/Ann T. Willaman
CORPORATE SEAL Assistant Secretary