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Exhibit 24(B)
TEXAS EASTERN TRANSMISSION CORPORATION
CERTIFICATE
The undersigned officer of TEXAS EASTERN TRANSMISSION CORPORATION, a
Delaware corporation (the "Corporation"), does hereby certify that attached
hereto is a true and complete copy of a resolution adopted by the Board of
Directors of the Corporation with respect to the Registration Statement, which
resolution is presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
affixed the seal of the Corporation this 17th day of October, 2000.
/s/ Alan N. Harris
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Alan N. Harris
Assistant Secretary
(Corporate Seal)
FURTHER RESOLVED, That each officer and director who may be required
to execute such registration statement or any amendments thereto (whether on
behalf of the Corporation or as an officer or director thereof or by attesting
the seal of the Corporation or otherwise) be and hereby is authorized to execute
a power of attorney appointing Dorothy M. Ables, Alan N. Harris, Myron L.
Caldwell and Robert T. Lucas III, and each of them, as true and lawful attorneys
and agents to execute in his or her name, place and stead (in any such capacity)
such registration statement and any and all amendments thereto and all
instruments necessary or advisable in connection therewith, to attest the seal
of the Corporation thereon and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the others and to have full power and authority to do and perform in the
name and on behalf of each of such officers and directors, or both, as the case
may be, every act whatsoever necessary or advisable to be done in the premises
as fully and to all intents and purposes as any such officer or director might
or could do in person;
