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                                                                    EXHIBIT 24.2



                                  TEXTRON INC.

                        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 resolutions passed at a meeting of
the Corporation's Board of Directors held on February 28, 2001, 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
          prepare and execute, and to file with the Securities and Exchange
          Commission, the Corporation's Annual Report on Form 10-K for its
          fiscal year ended December 30, 2000, and any amendments thereto.

          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 Terrence O'Donnell,
          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 December 30, 2000, and any amendments
          thereto.

     I DO HEREBY FURTHER CERTIFY that the foregoing resolutions have been
neither amended nor modified, and remain 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 14th day of March, 2001.



                                        /s/ Ann T. Willaman
                                        ----------------------------------------
CORPORATE SEAL                          Assistant Secretary