(TRANSLATION)
 REGULATIONS OF THE BOARD OF DIRECTORS
OF
MAKITA CORPORATION  (Kabushiki Kaisha Makita)
 Article 1. (Purpose)
  Article 2. (Constitution)
   Article 3. (Kinds of meetings)
 (1)
    
    Meetings of the Board of Directors shall consist of ordinary meetings and
extraordinary meetings.(2)
    
    An ordinary meeting shall be convened once a month, and an extraordinary meeting
shall be convened whenever necessary.
 Article 4. (Person authorized to convene meetings and chairman)
 (1)
    
    The Chairman and Director shall, unless otherwise provided by laws and
regulations, convene meetings of the Board of Directors and shall act as chairman at
such meetings.(2)
    
    When the office of the Chairman and Director is vacant or the Chairman and
Director is unable to act, the President and Director shall act as chairman. When the
offices of both the Chairman and Director and the President and Director are vacant or
they are both unable to act, one of the other Directors shall act as chairman in
accordance with the order predetermined by a resolution of the Board of Directors.
 Article 5. (Convocation notice)
  Article 6. (Resolutions)
 (1)
    
    Resolutions at a meeting of the Board of Directors shall be adopted by an
affirmative vote of a majority of the Directors present which Directors present shall
constitute a majority of all Directors then in office who are entitled to vote on the
relevant resolutions.(2)
    
    Notwithstanding the immediately preceding paragraph, the Company shall deem that
proposals to be resolved are adopted by a resolution of the Board of Directors when the
requirements provided for in Article 370 of the Company Law are met.




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Article 7. (Matters requiring resolutions)
  (1)
    
    Convocation of general meetings of shareholders and determination of matters to
be resolved thereat;(2)
    
    Election and removal of Representative Directors and Directors with special
titles;(3)
    
    Election and removal of the Chief Executive Officer (CEO) and the Chief Financial
Officer (CFO);(4)
    
    Determination of the businesses of which each Director be in charge;(5)
    
    Approval of competitive transactions by any Director;(6)
    
    Approval of transactions between the Company and any Director and transactions in
which the interests of the Company and any Director conflict;(7)
    
    Issuance of new shares;(8)
    
    Splitting of shares and amendment to the Articles of Incorporation for change of
the authorized capital corresponding to the proportion of such splitting;(9)
    
    Acquisition of the Companys own shares;(10)
    
    Acquisition of the Companys own shares held by its subsidiaries;(11)
    
    Disposal of the Companys own shares;(12)
    
    Cancellation of the Companys own shares;(13)
    
    Reduction of the number of shares constituting one unit of shares or abolition of
the unit share system, and amendment to the Articles of Incorporation related thereto;(14)
    
    Election of the Transfer Agent;(15)
    
    Approval of non-consolidated financial statements, business reports, supporting
schedules and consolidated financial statements;(16)
    
    Payment of interim dividends;
 (17)
    
    Issuance of bonds or debentures;(18)
    
    Issuance of bonds or debentures with stock acquisition rights;(19)
    
    Disposition (including creation of security rights thereon, lending, donation and
waiver of rights) and acquisition of material assets;(20)
    
    Borrowing of money and guarantee of an obligation in a substantial amount;(21)
    
    Appointment and removal of corporate officers;(22)
    
    Appointment and removal of senior employees;(23)
    
    Establishment, reorganization or discontinuation of important organizational
units;(24)
    
    Appointment and removal of advisors or counselors;(25)
    
    Establishment, change or abolishment of important rules and regulations;(26)
    
    Determination and alteration of a budget;(27)
    
    Decisions and alterations on management policies and decisions on fundamental
business plans;(28)
    
    Conclusion and termination of important agreements;(29)
    
    Approval of institution of important legal proceedings, conciliation and
settlement of such proceedings;(30)
    
    Conclusion and novation of labor contracts;(31)
    
    Decisions on fundamental matters concerning working conditions and wages for
employees;(32)
    
    Decisions on establishment or a capital increase of, loans to, and other
fundamental matters with respect to subsidiaries and affiliated companies; and(33)
    
    Other matters to be resolved by the Board of Directors under laws and
regulations, and important matters related to the execution of the business of the
Company.
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Article 8. (Matters to be reported)
 (1)
    
    The Representative Directors shall report at an ordinary meeting of the Board of
Directors to be held every month the status of execution of business affairs.(2)
    
    A Director who engages or transacts the business stated in item (5) or (6) of
Article 7 shall report at a meeting of the Board of Directors important facts concerning
such business or transaction without delay.(3)
    
    A Director shall report at a meeting of the Board of Directors on the status on
monitoring (i) important managerial matters (business objectives, business plans,
budgets, financial condition, results of business activities, important marketing
policies and important agreements or negotiations), and (ii) matters which may relate to
irregularities or illegalities (important legal proceedings,
investigations by supervisory authorities, embezzlement, any plundering or abuse of corporate property, any
breach of rules pertaining to insider dealings, political contributions and illegal
expenditure, etc.).
 Article 9. (Attendance of persons other than Directors and Statutory Auditors)
  Article 10. (Minutes)
  Supplementary Provision
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Application Standards
  (19)
    
    Disposition (including creation of security rights thereon, lending, donation and waiver of
rights) and acquisition of material assets:
 1.
    
    Acquisition, sale or retirement of fixed assets or intangible fixed assets in the
amount of 100 million yen or more (at book value);2.
    
    Cross shareholding, capital participation, lending and other investment and loan
in the amount of 100 million yen or more;3.
    
    Licensing of industrial property right in the amount of 100 million yen or more a
year;4.
    
    Lease of assets in the amount of 100 million yen or more (at book value);5.
    
    Payment of rent (other than lease) in the amount of 100 million yen or more a
year;6.
    
    Creation of security rights on assets in the amount of 100 million yen or more
(at book value or market value, whichever is higher);7.
    
    Donation in the amount of 10 million yen or more; and8.
    
    Waiver of rights in the amount of 10 million yen or more.
 (20)
    
    Borrowing of money and guarantee of an obligation in a substantial amount:
 1.
    
    Borrowing of money and discounting of bill in the amount of 100 million yen or
more;2.
    
    Guarantee of an obligation in the amount of 10 million yen or more; and3.
    
    Lease contract in the amount of 100 million yen or more (aggregate amount
throughout the term of lease).
 (22)
    
    Appointment and removal of senior employees:
 1.
    
    Positions equivalent to or more senior than the manager of a department, research
institute or branch office.
 (23)
    
    Establishment, reorganization or discontinuation of important organizational units:
 1.
    
    Plant, branch office, research institute or project.
 (32)
    
    Decisions on establishment or a capital increase of, loans to, and other fundamental matters
with respect to subsidiaries and affiliated companies:
 1.
    
    Establishment or a capital increase of subsidiaries and affiliated companies;2.
    
    Loans to or borrowing of money in the amount of 100 million yen or more;
 3.
    
    Guarantees of any obligation in the amount of 10 million yen or more;4.
    
    Donations in the amount of 10 million yen or more;5.
    
    Waiver of rights in the amount of 10 million yen or more;6.
    
    Any other transactions in the amount of 100 million yen or more (such as purchase
of goods or leases);7.
    
    Personnel matters of executives: in the case of payment of remuneration or
bonuses for executives, estimated amounts of such remuneration or bonuses;8.
    
    Appropriation of retained earnings (limited to those distributed outside the
relevant company, such as dividends); and9.
    
    Any other important matters equivalent to any of the above.
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