The undersigned hereby appoints the Secretary of the Association or voting member (_______________________________), attorney and agent with the power of substitution for and in the name, place and stead of the undersigned, to vote as proxy at the annual meeting of the Association, to be held at the Ocean Springs Hospital Library, December 12, 2001, at 6:30 p.m., and any adjournment thereof, according to the number of votes that the undersigned would be entitled to vote if then present upon the matters set forth in the Notice of Meeting dated November 23, 2001, a copy of which has been received by the undersigned.