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Exhibit 31.2 

CERTIFICATION PURSUANT TO RULE 13A-14(a)/15D-14(a) OF THESECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 
I, Martin S. Smiley, certify that: 
1. 
I have reviewed this annualreport on Form 10-K as  amended by Amendment No.1 on Form 10K/A; 
2. 
Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this report; 
3. 
Based on myknowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report; 
4. 
The registrant's othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a. 

designed such disclosurecontrols and procedures or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared; 

b. 

designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally acceptedaccounting principles; 

c. 

evaluated the effectiveness ofthe registrant's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 
d. 

disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during the registrant's most recent fiscal quarter (the registrant'sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant'sinternal control over financial reporting; and 
5. 
The registrant's othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant's auditors andthe audit committee of registrant's board of directors (or persons performingthe equivalent functions): 

a. 

all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financialinformation; and 

b. 

any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal control over financial reporting. 
Date: March 13, 2009 
/s/ Martin S. Smiley               Martin S. Smiley EVP, CFO and General Counsel