4:



**BY-LAWS**

**OF**

**TAYLOR DEVICES, INC.**







****TABLE OF CONTENTS****Page**ARTICLE I
    MEETINGS OF SHAREHOLDERS
    1Section 1.
    Annual Meeting
    1Section 2.
    Special Meetings
    1Section 3.
    Notice of Meetings
    1Section 4.
    Waiver of Notice
    1Section 5.
    Qualification of Voters
    1Section 6.
    Quorum
    2Section 7.
    Inspectors of Election
    2Section 8.
    Proxies
    2Section 9.
    Voting
    2Section 10.
    Consents
    2Section 11.
    Notice of Business
    2Section 12.
    Shareholder Nominations
    3Section 13.
    Conduct of Shareholder Meetings
    4ARTICLE II
    BOARD OF DIRECTORS
    4Section 1.
    Power of Board and Qualification of Directors
    4Section 2.
    Number of Directors
    4Section 3.
    Election and Term of Directors
    4Section 4.
    Resignations
    4Section 5.
    Removal of Directors
    5Section 6.
    Newly Created Directorships and Vacancies
    5Section 7.
    Executive and Other Committees of Directors
    5Section 8.
    Compensation of Directors
    5ARTICLE III
    MEETINGS OF THE BOARD
    5Section 1.
    Regular Meetings
    5Section 2.
    Special Meetings; Notice and Waiver of Notice
    5Section 3.
    Quorum; Action by the Board and Adjournment
    6Section 4.
    Action without a Meeting
    6ARTICLE
    OFFICERS
    6Section 1.
    Officers
    6Section 2.
    Term of Office and Removal
    6Section 3.
    Powers and Duties
    6Section 4.
    Compensation
    7ARTICLE V
    INDEMNITY
    7Section 1.
    Indemnification
    7Section 2.
    Agreement to Indemnify
    7ARTICLE
    SHARE CERTIFICATES
    7Section 1.
    Form of Share Certificates
    7Section 2.
    Registration of Transfers
    8Section 3.
    Dividends
    8Section 4.
    Fixing Record Date
    8ARTICLE
    MISCELLANEOUS PROVISIONS
    8Section 1.
    Corporate Seal
    8Section 2.
    Fiscal Year
    8Section 3.
    Checks and Notes
    8ARTICLE
    AMENDMENTS
    8Section 1.
    Power to Amend
    8**

**ARTICLE I**

**MEETINGS OF SHAREHOLDERS**



Section 1. Annual
Meeting. A meeting of the shareholders shall be held annually for the
election of directors and the transaction of such other business as may properly
come before the meeting which may be held within or without the State of New
York, at any time within six (6) months after the end of fiscal year as shall be
fixed by the Board of Directors.

Section 2. Special
Meetings. Special meetings of the shareholders may be called by the Board of
Directors or the President, and shall be called by the President at the written
request of the holders of record of a majority of the outstanding shares of the
Corporation entitled to vote at such meetings. Special meetings shall be held at
such time as may be fixed in the call and stated in the notice of meeting or
waiver thereof. At any such special meeting only such business may be transacted
as is related to the purposes set forth in the notice of the meeting.

Section 3. Notice of
Meetings. Written notice of each meeting of shareholders shall be given,
personally or by mail, not less than ten (10) nor more than sixty (60) days
before the date of meeting, to each shareholder entitled to vote at such
meeting.

Notice of any meeting of shareholders shall state the place, date and hour of
such meeting and in the case of special meetings (i) the purpose or purposes for
which the meeting is called and (ii) at whose direction the notice is being
issued. If mailed, such notice is given when deposited in the United States mail
directed to the shareholder at his address as it appears on the record of
shareholders, or, if he shall have filed with the Secretary of the Corporation a
written request that notices to him be mailed to some other address, then
directed to him at such other address.

Section 4. Waiver of
Notice. Notice of any meeting need not be given to any shareholder who
submits a signed waiver of notice, in person or by proxy, whether before or
after the meeting. The attendance of any shareholder at a meeting, in person or
by proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.

Section 5. Qualification of
Voters. Except as may be otherwise provided in the Certificate of
Incorporation, every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders.

Shares of the Corporation standing in the name of another domestic or foreign
corporation of any type or kind may be voted by such officer, agent or proxy as
the By-Laws of the Corporation may provide, or in the absence of such provision,
as the Board of Directors of the Corporation may determine.

The Corporation shall be protected in treating the persons in whose names shares
stand on the record of shareholders as the owners thereof for all purposes.

Section 6. Quorum. The
presence of a majority of the holders of shares entitled to vote, whether such
presence is in person or by proxy, shall constitute a quorum at a meeting of
shareholders for the transaction of any business, unless the New York Business
Corporation Law provides otherwise.

When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a
quorum.

Section 7. Inspectors of
Election. In advance of any shareholders' meeting, the Board of Directors
may appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
the shareholders' meeting may, and on the request of any shareholder entitled to
vote thereat shall, appoint such inspectors.

In case any person appointed fails to appear or act, the vacancy may be filled
by appointment made by the Board of Directors in advance of the meeting or at
the meeting by the person presiding thereat.

Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.

Section 8. Proxies. Every
shareholder entitled to vote at a meeting of shareholders or to express consent
or dissent without a meeting may authorize another person or persons to act for
him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided therein
and as permitted by law.

Section 9. Voting.
Directors shall be elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election.

Whenever any corporate action, other than the election of Directors, is to be
taken by vote of the shareholders, it shall, except as otherwise provided by
law, be authorized by a majority of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.

Section 10. Consents.
Whenever shareholders are required or permitted to take any action by vote, such
action may be taken without a meeting on written consent, setting forth the
action so taken signed by the holders of all outstanding shares entitled to vote
thereon.

Section 11. Notice of
Business. At any meeting of shareholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors, or (ii) by any shareholder of the
Corporation who is a shareholder of record at the time of the giving of notice
provided in this Section, and entitled to vote at such meeting, and who complies
with all notice procedures set forth in this Section. For business to be
properly brought before a meeting of shareholders by a shareholder, the
shareholder shall have given timely notice thereof in writing to the Secretary.
"Timely," for purposes of this Section, shall mean that the notice shall be
delivered to, or mailed by first class United States mail, postage prepaid and
received at, the principal executive office of the Corporation not less than 30
days prior to the meeting; provided however, that should less than 40 days'
notice or prior public disclosure of the date of the meeting be given or made to
shareholders, such written notice from the shareholder must be delivered or
mailed, and presented, not later than the close of business on the tenth day
following the day on which the Notice of Meeting was mailed, or such public
disclosure was made, whichever first occurs.

Each notice referred to in the preceding paragraph shall set forth, as to each
matter the shareholder proposes to bring before the meeting, (1) a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and, in the event that such
business includes a proposal to amend either the Certificate of Incorporation or
the By-Laws, the specific text of the proposed amendment; (2) the name and the
business and residence address of the shareholder or shareholders proposing such
business; (3) the class and number of shares of capital stock of the Corporation
which are beneficially owned by such shareholder or shareholders; and (4) a
brief description of the material interest, if any, of such shareholder in such
business.

Notwithstanding anything in these By-Laws to the contrary, any reference in any
Notice of Meeting of the Shareholders, referring to the transaction of "other
business," shall be limited to procedural matters only, and no item of business
shall be conducted at a shareholders' meeting, except in accordance with this
Section. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the item of business was not properly brought before
the meeting or in accordance with this Section, and, if the Chairman should so
determine, shall declare that such item of business shall not be transacted.

Section 12. Shareholder
Nominations. Nominations for the election of directors may be made by a
shareholder entitled to vote for the election of directors only in accordance
with these By-Laws. Such nominations must be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary at the principal executive office of the Corporation not less than 30
days prior to any meeting of the shareholders called for the election of
directors; provided, however, that should less than 40 day' notice or prior
public disclosure of the date of the meeting be given or made to shareholders,
such written nomination by a shareholder must be delivered or mailed, and
presented, not later than the close of business on the tenth day following the
day on which the Notice of Meeting was mailed or such public disclosure was
made, whichever first occurs.

Each notice referred to in the preceding paragraph shall set forth, (1) as to
each nominee proposed in such notice, such person's name, age, business address
and, if known, residence address, together with all information regarding such
person as would be required to be disclosed in a proxy statement soliciting
proxies for election of directors filed pursuant to Regulation 14A of the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
(2) the name, business and residence addresses and number of shares of the
Corporation's capital stock beneficially owned by each person making the
nomination or nominations, and (3) a description of all arrangements or
understandings between each such shareholder and any nominee or any other person
or persons (naming such person or persons) in connection with or relating to the
making of the nomination or nominations to serve on the Board of Directors, if
elected.

The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the procedures
set forth in this Section and, if the Chairman should so determine, shall
declare the nomination defective and to be disregarded.

Section 13. Conduct of
Shareholder Meetings. The Board of Directors may, from time to time, adopt
rules of conduct and proxy review guidelines for shareholder meetings. If any
provision of such rules of conduct and proxy review guidelines shall conflict
with the Certificate of Incorporation of the Corporation or with these By-Laws,
the Certificate of Incorporation or these By-Laws, as the case may be, shall
control.



**ARTICLE II**

**BOARD OF DIRECTORS**

****Section 1. Power of Board and Qualification of Directors. The
business of the Corporation shall be managed by the Board of Directors, each of
whom shall be at least eighteen (18) years of age.

Section 2. Number of
Directors. The number of Directors constituting the entire Board of
Directors shall be not less than three (3) nor more than ten (10).

Section 3. Election and Term of
Directors. The Board of Directors shall be comprised of three Classes, each
such Class to be as nearly equal in number as possible. At each annual meeting
of shareholders, each Director shall be elected to hold office until expiration
of the term of that Director's Class, which shall in each instance be three
years, or until such Director's successor is elected and qualified; provided
however, that the terms of office of Directors initially classified and elected
shall be as follows: the term of the first Class shall expire at the next annual
meeting of shareholders following approval of classification; the term of the
second Class at the second succeeding annual meeting following approval of
classification; and the term of the Third Class at the third succeeding annual
meeting following approval of classification.

Section 4. Resignations.
Any Director of the Corporation may resign at any time by giving written notice
to the Board of Directors or to the President or to the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein;
and unless otherwise specified therein the acceptance of such resignation shall
not be necessary to make it effective.

Section 5. Removal of
Directors. Any or all of the Directors may be removed with cause by vote of
the shareholders.

Section 6. Newly Created
Directorships and Vacancies. Newly created Directorships resulting from an
increase in the number of Directors and vacancies occurring in the Board of
Directors for any reason whatsoever shall be filled by a vote of a majority of
the Directors then in office, although less than quorum exists. A Director
elected to fill a vacancy or a newly created Directorship shall not be
classified, but shall be elected and hold office until the next annual meeting
of shareholders, or until such time as may be otherwise provided for in Sections
4 and 5 herein. Any newly created Directorships, or any decrease in
Directorships, shall be so apportioned among the Classes as to make all Classes
as nearly equal as possible.

Section 7. Executive and Other
Committees of Directors. The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of three or more Directors, and
each of which, to the extent provided in the resolution and permitted by law,
shall have all the authority of the Board.

The Board of Directors may designate one or more Directors as alternate members
of any such committee, who may replace any absent member or members at any
meeting of such committee.

Each such committee shall serve at the pleasure of the Board of Directors.

Section 8. Compensation of
Directors. The Board of Directors shall have authority to fix the
compensation of Directors for services in any capacity, or to allow a fixed
amount plus expenses, if any, for attendance at meetings of the Board or of
committees of Directors.



**ARTICLE III**

**MEETINGS OF THE BOARD**

Section 1. Regular
Meetings. Regular meetings of the Board of Directors shall be held, without
notice, immediately following the annual meetings of shareholders.

Section 2. Special Meetings;
Notice and Waiver of Notice. Special meetings of the Board of Directors may
be held upon the call of the President by oral, telegraphic or written notice,
duly given to or sent or mailed to each Director not less than one day prior to
said meeting. Special meetings shall be called by the President on the written
request of any two (2) Directors.

Notice of a special meeting need not be given to any Director who submits a
signed waiver of notice whether before or after a meeting, or who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to him.

A notice, or waiver of notice, need not specify the purpose of any special
meeting of the Board of Directors.

Section 3. Quorum; Action by
the Board and Adjournment. A majority of the entire Board shall constitute a
quorum for the transaction of business unless otherwise provided herein and
except that when the number of Directors constituting the whole Board shall be
an even number, one-half of that number shall constitute a quorum.

The vote of a majority of the Directors present at the time of the vote, if a
quorum is present at such time, shall be the act of the Board, except as may be
otherwise provided herein.

A majority of the Directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place.

Any one or more members of the Board or any committee thereof may participate in
a meeting of such Board or committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.

Section 4. Action without a
Meeting. Any action required or permitted to be taken by the Board or any
committee thereof may be taken without a meeting if all members of the Board or
the committee consent in writing to the adoption of a resolution authorizing the
action, and such resolution and the written consent thereto by the members of
the Board or the committee shall be filed with the minutes of the proceedings of
the Board or committee.

****

**ARTICLE IV**

**OFFICERS**

Section 1. Officers. At the
regular meeting of the Board of Directors, the Board shall elect a President,
Vice-President, Secretary and Treasurer of the Corporation and from time to time
may elect or appoint an Assistant-Secretary, Assistant-Treasurer, General
Manager and such other officers as the Board shall determine. Any two or more
offices may be held by the same person, except the office of President and
Secretary.

Section 2. Term of
Office and Removal. Each officer shall hold office for one year and until
his successor has been elected or appointed and qualified, or until the next
annual election of Directors or until such earlier removal, with or without
cause.

Any officer may be removed by the Board with or without cause. The removal of an
officer without cause shall be without prejudice to his contract rights, if any.
The election or appointment of an officer shall not of itself create contract
rights.

Section 3. Powers
and Duties. The officers of the Corporation shall each have such powers and
authority and perform such duties in the management of the property and affairs
of the Corporation as from time to time may be prescribed by the Board of
Directors and, to the extent not so prescribed, they shall each have such powers
and authority and perform such duties in the management of the affairs and
property of the Corporation, subject to the control of the Board, as generally
pertain to their respective offices.

Securities of other corporations held by the Corporation may be voted by any
officer designated by the Board and, in the absence of any such designation, by
the President, Vice-President, Secretary or Treasurer of the Corporation.

The Board may require any officer to give security for the faithful performance
of his duties.

Section 4. Compensation.
The compensation of all officers of the Corporation shall be fixed by the Board
of Directors.



**ARTICLE V**

**INDEMNITY**

Section 1.
Indemnification. To the full extent authorized by law, the Corporation
shall indemnify any person made, or threatened to be made, a party to an action
or proceeding, whether criminal or civil, by reason of the fact that he, his
testator or intestate is or was a Director or officer of the Corporation or
serves or served any other corporation in any capacity at the request of the
Corporation.

Section 2. Agreement to
Indemnify. The Corporation shall have authority to enter into agreements,
from time to time and as amended, with any Director or officer (each such person
hereinafter referred to as an "Indemnitee") to indemnify and advance the
expenses of any Indemnitee to the full extent permitted by the New York Business
Corporation Law, as the same now exists or as may hereafter be amended
("Indemnity Agreement").****

The indemnification and advancement of expenses granted to an Indemnitee
pursuant to this Article shall not be exclusive of or limiting as to any other
rights to which such Indemnitee may be entitled, when authorized by (a) a
resolution of shareholders or (b) a resolution of directors, or (c) an Indemnity
Agreement. No amendment, modification, or rescission of these By-Laws shall be
effective to limit any person's right to indemnification with respect to any
cause of action that accrues, or other incident or matter that occurs, prior to
the date on which such modification, amendment or rescission is adopted.



**ARTICLE VI**

**SHARE CERTIFICATES**

Section 1. Form of
Share Certificates. The shares of the Corporation shall be represented by
certificates, in such form as the Board of Directors may from time to time
prescribe, signed by the President or Vice-President and the Secretary or an
Assistant-Secretary or the Treasurer or an Assistant-Treasurer, and shall be
sealed with the seal of the Corporation or facsimile
thereof.****

Section 2. Registration of
Transfers. Shares of the Corporation shall be transferable only upon the
books of the Corporation, by the persons specified by the certificate
representing such shares or by special endorsement to be entitled to such
shares, or by the duly authorized attorney or legal representative of such
person. ****

Section 3. Dividends. The
Board of Directors may declare and pay dividends on its outstanding shares
except when currently the Corporation is insolvent or would thereby be made
insolvent, or when the declaration, payment or distribution would be contrary to
any restriction contained in the Certificate of Incorporation. Such dividends
shall be made out of surplus only.****

Section 4. Fixing Record
Date. For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board may fix, in advance, a date as the record date for any such determination
of shareholders. Such date shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days prior
to any other action.****



**ARTICLE VII**

**MISCELLANEOUS PROVISIONS**

Section 1. Corporate
Seal. The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form as the Board of Directors may from time to
time determine.****

Section 2. Fiscal Year. The
fiscal year of the Corporation shall be the twelve months ending May 31 or such
other period as may be prescribed by the Board of
Directors.****

Section 3. Checks and
Notes. All checks or demands for money and notes or other instruments
evidencing indebtedness or obligations of the Corporation shall be signed by
such officer or officers or other person or persons as shall be thereunto
authorized from time to time by the Board of Directors.****



**ARTICLE VIII**

**AMENDMENTS**

Section 1. Power to
Amend. By-Laws of the Corporation may be adopted, amended or repealed by the
shareholders. By-Laws may also be adopted, amended or repealed by the Board of
Directors subject to being amended or repealed by the shareholders entitled to
vote thereon.









**APPENDIX A**

Adopted: January 28, 1998

**TAYLOR DEVICES, INC.**

____________________

PROXY REVIEW GUIDELINES

TABLE OF CONTENTS

|ARTICLE | TITLE                       | PAGE
|------- | --------------------------- | ----
|        |                             |     
|I       | General Rules               | A-1 
|II      | Guardians and Minors        | A-3 
|III     | Joint Owners                | A-3 
|IV      | Fiduciaries                 | A-4 
|V       | Banks and Trust Companies   | A-4 
|VI      | Conservators or Committees  | A-5 
|VII     | Receivers                   | A-5 
|VIII    | Pledgees and Pledgors       | A-5 
|IX      | Corporations, Associations, | A-5 
|X       | Partnerships                | A-6 
|XI      | Nominee Proxies             | A-6 
|XII     | Broker's Proxies            | A-7 
|XIII    | Dates and Postmarks         | A-8 
|XIV     | Conflict of Law             | A-9 

PROXY REVIEW GUIDELINES

These
guidelines are adopted to favor an interpretation giving validity to proxies and
avoiding disenfranchisement of shareholders. The intent of a shareholder, when
discernible, shall prevail. In applying these guidelines, the inspectors of
election shall act accordingly. Any matter not covered herein shall be so
determined as to further, where possible, the validity of shareholders' proxies.
"Proxy'' shall be deemed to include "Power of Attorney'' as well as
"Proxy''.

I. GENERAL RULES

1.01 Any
proxy bearing a handwritten or hand printed signature or signed by stamped,
typewritten, or facsimile signature is presumptively valid.

1.02 Any
copy, facsimile, telecommunication or other reliable reproduction of the writing
or transmission in lieu of the original writing or transmission shall be
presumptively valid provided that such copy, facsimile, telecommunication or
other reliable reproduction (1) is a complete reproduction of the entire
original writing or transmission; and (2) either sets forth or is submitted with
information from which it can be reasonably determined by the inspectors of
election that it was authorized by the shareholders.

1.03
Proxies may be signed in pencil.

1.04
Changes or variations in spelling as between the registered name of the
shareholder and his indicated signature will not void the proxy, if the name as
signed is phonetically similar to the name as registered.

1.05 The
addition of an address different from that appearing in the stock register will
not void the proxy.

1.06
Titles such as Mr., Mrs., Miss, or Doctor or equivalent may be added or omitted
and, even if included in the registered name, need not be included in the
indicated signature.

1.07
Initials may be used for first and/or middle names, and an initial may be added
or omitted and names may be used for the first and/or middle initial. The proxy
will not be voided merely because a middle initial differs from a middle initial
appearing on the stock records.

1.08 The
addition or omission of Jr. or Sr. or Roman or Arabic numerals after the
signature will not render the proxy void.

1.09 Where
the shareholder's name is signed by someone other than the shareholder, the
proxy is presumptively valid if the signer has designated his capacity as
attorney, power of attorney, attorney in fact, relative (such as parents,
brother, or uncle), agent, per, by, or any abbreviation of any of the
foregoing.

1.10 All
shareholders shall be presumed to have voted all the shares registered in their
respective names (although appearing in more than one account and different
addresses in the same community on the record of shareholders) which they are
entitled to vote, in the absence of any indication to the contrary. A broker or
nominee proxy which does not specify or otherwise limit the proxy to a
designated number of shares shall be valid for the total number of shares
registered in the name of such broker or nominee and held for its account by any
depositary which has submitted an omnibus proxy.

1.11 A
power of attorney or proxy will be sufficient to confer authority to execute
another power of attorney or proxy even though it contains no power of
substitution.

1.12 Where
shares are registered in the name of a fiduciary, even absent a fiduciary
designation as part of the signature, the proxy will be valid.

1.13 The
designation of the capacity of any signatory is acceptable in any language.

1.14 Where
shares are held in the name of a shareholder, both in his individual capacity
and in some fiduciary or other representative capacity, any single proxy shall
be deemed as voting the shares in all capacities, unless otherwise
indicated.

1.15
Unless otherwise indicated in the proxy, any proxy shall be deemed to vote
all shares of stock which the person executing the proxy is entitled to
vote as record holder or otherwise.

1.16 Where
a woman signs her married name to a proxy, and the stock is registered in her
maiden name, or vice versa, the proxy will be valid. If the registered surname
and the surname in the signature differ, the inspectors of election may assume
the variation is the result of change in marital status.

II. GUARDIANS AND
MINORS

2.01
Shares registered in the name of a guardian or custodian may be voted by such
guardian or custodian, or by the beneficial owner.

2.02
Shares registered in the name of a shareholder under the guardianship or
custodianship of a designated person may be voted either by such guardian or
custodian, or by such shareholder.

III. JOINT OWNERS

3.01
Shares held by two or more persons, whether as joint tenants, tenants in common,
tenants by the entirety, members of a partnership, owners of community property,
or otherwise, may be voted in person or by proxy by any of such persons. If more
than one of such persons shall vote such shares, the vote of the majority shall
be binding, or if evenly divided, then the vote shall be divided among them in
proportion to the number of such persons voting in person or by proxy, even
though the name of one of the signers does not appear as a record holder.

3.02 Where
the surnames are identical, they need not be repeated in the signature -- for
example, a proxy in the names of ``John Jones and Mary Jones'' will be valid if
signed ``John and Mary Jones'' or ``Mr. and Mrs. John Jones''.

IV. FIDUCIARIES

4.01 Shares held by an administrator, executor, guardian, committee, curator,
trustee, agent, attorney, personal representative, or other fiduciary, or by two
or more persons having the same fiduciary relationship respecting the same
shares, may be voted by him or them, either in person or by proxy as provided in
this Section IV without transfer of such shares into his or their name,
provided that evidence of such representative capacity is
produced.

4.02 Assuming compliance with 4.01 above, a proxy signed by any such person
which does not indicate the name of the person for whom he is acting, even
though the name of the signer does not appear on the shareholder list on the
record date, will be valid.

4.03 Where shares are held by more than one of the persons referred to in this
Section IV, the shares shall be voted as determined by a majority of such
persons, except that (1) if they be equally divided as to a vote, the vote of
the shares shall be divided equally, and (2) if only one such person shall vote,
either in person or by proxy, such vote shall be sufficient to vote all the
shares.

V. BANKS AND TRUST
COMPANIES

5.01 Where
a proxy is executed by a bank or trust company, it need only be signed in such
name as registered, and when so executed, shall be deemed properly executed
without supporting evidence of corporate authority or identity of the person
signing. No corporate seal, attestation, copy of by-laws, resolution conferring
authority or proof of identity is necessary. Where the name of the bank or trust
company appears on the face of the proxy, failure to repeat such name as part of
the signature or to indicate the capacity of the signatory will not invalidate
the proxy.

VI. CONSERVATORS OR
COMMITTEES

6.01 Shares standing in the name of a conservator or committee may be voted by
such conservator or committee or by the beneficial owner, either in person or by
proxy.

6.02 Shares registered in the name of a shareholder under the conservatorship of
a designated person may be voted by such conservator or by such shareholder.

6.03 Shares registered in the name of a shareholder, in care of a person
designated as conservator, may be voted by such conservator or by such
shareholder.

VII. RECEIVERS

7.01 Shares registered in the name of a receiver may be voted by such receiver
whether or not he designates himself as such.

VIII. PLEDGEES AND
PLEDGORS

8.01 The vote of any person whose stock is pledged shall be valid unless in the
transfer by the pledgor on the books of the Corporation such person has
expressly empowered the pledgee to vote thereon, in which case only the vote of
the pledgee or his proxy shall be valid.

IX. CORPORATIONS, ASSOCIATIONS,
ETC.

9.01 A proxy representing shares registered in the name of a corporation,
association, church, religious, education, charitable, fraternal or social
organization, foundation, society, pension, retirement, profit sharing or other
similar plan, or group, or governmental unit, or political group is valid if it
bears the handwritten, hand printed, typed, facsimile or stamped signature of
the registered holder even though the name of the person signing on behalf of
the registered holder does not appear. Proxies apparently executed in the name
of any of the foregoing entities shall be valid. If the name of the shareholder
is not handwritten, hand printed, typed, in facsimile or stamped, but such proxy
is so signed by an officer or other person purporting to act in behalf of such
shareholder, the proxy shall be valid. No corporate seal, attestation, or copy
of by-laws or resolution conferring authority is necessary. Where the
shareholder's name appears on the face of the proxy, failure to repeat such name
as part of the signature will not invalidate the proxy.

X. PARTNERSHIPS

10.01
Where shares are registered in the name of a partnership, proxies bearing
handwritten, hand printed, typed, facsimile, or stamped signatures in the
partnership name only, or signed in the partnership name will be valid. Where
the shareholder's name appears on the face of the proxy, failure to repeat such
name as part of the signature will not invalidate the proxy.

10.02 A
proxy representing shares in the name of an investment club and signed either by
an individual, in his own name (without designation or any title or authority),
or signed with solely the name of the investment club, is valid.

XI. NOMINEE PROXIES

11.01 A
nominee proxy may be signed in the name of the nominee as registered, whether an
individual, partnership or corporation, without requiring the signature of an
individual as a partner or as an officer. A nominee proxy may also be signed by
an individual without repeating the nominee name or without indicating his
capacity or source of authority.

11.02 A
proxy signed by a nominee bearing one account number or other identifying number
or symbol will not revoke any other proxy signed by the same nominee bearing a
different account number or other identifying number or symbol.

11.03
Where (1) the total number of shares represented by proxy submitted by a single
nominee exceeds the total of shares registered in the name of that nominee, or
(2) where in the opinion of the inspectors of election any other inconsistency
or ambiguity exists with respect to the number of, or manner in which, shares
are voted by a nominee, the inspectors may, if they deem it advisable, procure
such information from such nominee or otherwise as the inspectors may deem
sufficient to determine the manner in which it was intended that the shares be
voted by such nominee.

XII. BROKER'S PROXIES

12.01 All
proxies received from a broker, which specify a designated number of shares,
will be counted regardless of date, provided the total number of shares
represented by such proxies do not exceed the total number of shares registered
in the name of such broker or its nominees. No proxy or proxies received from a
broker shall be deemed to revoke any prior proxy or proxies unless there is
specific language to that effect in addition to the printed language of the
proxy form. Any such proxy which shall, by such specific language in addition to
the printed language of the proxy form, revoke any prior proxy or proxies, shall
be deemed effective only with respect to the shares voted by such proxy.

12.02
Where (1) the total number of shares represented by proxies submitted by a
single broker exceeds the total number of shares registered in the name of such
broker or its nominees, or (2) where in the opinion of the inspectors of
election any other inconsistency or ambiguity exists with respect to the number
of, or manner in which, shares are voted by a broker, the inspectors may, if
they deem it advisable, procure such information from such broker or otherwise,
as the inspectors may deem sufficient to determine the manner in which it was
intended that the shares be voted by such broker.

XIII. DATES AND
POSTMARKS

13.01 No
printed proxy shall be deemed valid unless the printed form requests (by format
or direction) that the shareholder to sign and date the proxy, and a space is
specifically left for the date.

13.02 An
undated proxy accompanied by an envelope bearing a postmark shall be deemed to
be dated as of the date of the postmark.

13.03 An
undated proxy, not accompanied by an envelope bearing a postmark, shall
not be valid, unless a majority of the inspectors of election agree
otherwise.

13.04 A
dated proxy, or an undated proxy accompanied by an envelope bearing a postmark,
shall be deemed later than an undated proxy not accompanied by an envelope
bearing a postmark, (if, in the latter case, such proxy is validated).

13.05
Where the vote of any shareholder is in doubt because a dated proxy with an
envelope has been submitted as well as an undated proxy with an envelope, both
proxies shall be deemed to be dated as of the date of the respective envelope
postmark.

13.06
Where proxies from the same shareholder bear the same date or are construed
under this Section XIII to bear the same date, and the vote of such shareholder
is in doubt, the proxy bearing the latest postmark date and hour on the
accompanying envelope shall be deemed the later; if in such case the postmark
hours are also identical they shall be acceptable only for purposes of a
quorum.

13.07 If
the signature on the proxy and the date on the proxy are in different colors of
ink or in ink and pencil, the proxy shall be valid only if accompanied by its
postmarked envelope and the date of the postmark shall be the date of the
proxy.

13.08
Assuming validity, an undated proxy received by telecommunication, facsimile or
other reliable transmission shall be dated the date of facsimile or
transmission.

XIV. CONFLICT OF LAW

14.01 In
case of any conflict of law with respect to the validity of proxies, as between
the law of the state in which the proxy is executed and the law of the State of
New York, the law of the State of New York shall govern, irrespective of
conflict of laws.