Know all men by these presents: That I,---------, do hereby constitute and appoint --------- my attorney and substitute, for me and in my name, place and stead, to vote as my proxy at any annual or special meeting of the stockholders of the X. Y. Company for the election of directors, and upon such other questions as may come before any such meeting, according to the number of votes I should be entitled to cast if then personally present.

In witness whereof, I have hereunto set my hand this---------day of---------.

A. D. 19-. ---------.

Sealed and delivered in presence of ---------.

See references under Sec. 3840.