SECRETARY'S CERTIFICATE
Published on February 8, 2001
Page 8 of 8 pages
EXHIBIT 2 ------------------
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and Assistant Secretary
of Morgan Stanley Dean Witter & Co., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), certify that Stuart J.M. Breslow, Robert G. Koppenol
and Dennine Bullard are authorized to sign reports to be filed under
Sections 13 and 16 of the Securities Exchange Act of 1934 (the "Act")
pursuant to the following:
(1) On May 31, 1997, the Board of Directors of the
Corporation granted authority to Stuart J.M.
Breslow and Robert G. Koppenol to sign reports to be
filed under Sections 13 and 16 of the Act on behalf of
the Corporation.
(2) On February 23, 2000, Donald G. Kempf, Jr., the Executive
Vice President, Chief Legal Officer and Secretary of the
Corporation, delegated authority to Dennine Bullard to
sign reports to be filed under Sections 13 and 16 of the
Act on behalf of the Corporation. Pursuant to Section
7.01 of the Bylaws of the Corporation and resolutions
approved by the Board of Directors of the Corporation on
September 25, 1998, the Chief Legal Officer is authorized
to enter into agreements and other instruments on behalf
of the Corporation and may delegate such powers to others
under his jurisdiction.
IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal
of the Corporation as of the 1st day of March, 2000.
______________________________
Charlene R. Herzer
Assistant Secretary