UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CORNERSTONE REALTY INCOME TRUST, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Checkbox if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

CORNERSTONE REALTY INCOME TRUST, INC.

-----------------

Notice of Annual Meeting of Shareholders
to be held on Wednesday, May 15, 2002

The Annual Meeting of Shareholders of Cornerstone Realty Income Trust, Inc.
(the "Company") will be held at The Woman's Club, 211 East Franklin Street,
Richmond, Virginia 23219 on Wednesday, May 15, 2002 at 2:00 p.m. for the
following purposes:

1. To elect four (4) directors, three of whom will serve for a
three-year term and one of whom will serve for a one-year term.

2. To consider and vote on proposed amendments to the 1992 Non-Employee
Directors Stock Option Plan (the "Directors Plan"). The Directors Plan
provides for automatic grants of options to purchase Common Shares to
non-employee directors. The amendments, which are more fully set forth in
the proxy statement, would extend the Directors Plan until the termination
of the Company, would extend the period for automatic grants of stock
options until termination of the Directors Plan, and would increase the
number of Common Shares reserved for issuance under the Directors Plan.

3. To consider and vote on proposed amendments to the 1992 Incentive
Plan (the "Incentive Plan"). The Incentive Plan provides for grants of
options to purchase Common Shares and grants of restricted Common Shares
(collectively "incentive awards") to management personnel. The amendments,
which are more fully set forth in the proxy statement, would extend the
Incentive Plan until the termination of the Company and would increase the
number of common shares reserved for issuance under the Incentive Plan.

4. To transact such other business as may properly come before the
meeting.

If you were a holder of record of any common shares of the Company at the
close of business on the record date of March 25, 2002, you are entitled to
vote at the meeting. If you are present at the meeting, you may vote in person
even though you have previously returned a proxy card.

A proxy card for the voting of your shares is located in the window pocket
of the envelope in which these proxy materials were mailed. If necessary, an
additional proxy card may be obtained by calling Mr. Mark M. Murphy, Senior
Vice President of Corporate Services, at (804) 643-1761.

By Order of the Board of Directors

/s/ J. Philip Hart
J. Philip Hart
Secretary

April 8, 2002

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.

CORNERSTONE REALTY INCOME TRUST, INC.

-----------------

PROXY STATEMENT
DATED
APRIL 8, 2002

-----------------

Annual Meeting of Shareholders
To Be Held
May 15, 2002

General

The enclosed proxy is solicited by the management of Cornerstone Realty
Income Trust, Inc. (the "Company") for the Annual Meeting of Shareholders to be
held at The Woman's Club, 211 East Franklin Street, Richmond, Virginia 23219 on
Wednesday, May 15, 2002 at 2:00 p.m. (the "Annual Meeting"). Your proxy may be
revoked at any time before being voted at the Annual Meeting, either by a
written notice of revocation that is received by the Company before the Annual
Meeting or by conduct that is inconsistent with the continued effectiveness of
the proxy, such as delivering another proxy with a later date or attending the
Annual Meeting and voting in person.

Unless your proxy indicates otherwise, all shares represented by a proxy
that you complete and return will be voted FOR the election of the persons
named therein as directors and for APPROVAL of the proposed amendments to the
existing 1992 Non-Employee Directors Stock Option Plan and the existing 1992
Incentive Plan.

This proxy statement and the enclosed proxy were mailed on April 8, 2002 to
the common shareholders at the close of business on March 25, 2002 (the "Record
Date"). On such mailing date, the Company also mailed to each common
shareholder on the Record Date its Annual Report, which includes audited
consolidated financial statements for the year ended December 31, 2001 (the
"Annual Report").

At the close of business on the Record Date, a total of 47,828,961 common
shares of the Company (the "Common Shares") were outstanding and entitled to
vote on all matters, including those to be acted upon at the Annual Meeting.
The presence in person or by proxy of a majority of the Common Shares entitled
to vote at the Annual Meeting will constitute a quorum for the transaction of
business.

Company Information

The mailing address of the Company is 306 East Main Street, Richmond,
Virginia 23219. Notice of revocation of proxies should be sent to the Company,
Attn: Mr. Mark M. Murphy, Senior Vice President of Corporate Services, 306 East
Main Street, Richmond, Virginia 23219. The Company is a real estate investment
trust for federal income tax purposes, or REIT. The Common Shares trade under
the symbol "TCR" on the New York Stock Exchange.

The Company will bear the costs of the solicitation set forth in this proxy
statement. The Company will provide shareholders, at its expense (except for
Exhibits), with a copy of the Company's Annual Report on Form 10-K as filed
with the Securities and Exchange Commission for the year ended December 31,
2001, including the financial statements and schedules therein, upon written
request to Mr. Mark M. Murphy, Senior Vice President of Corporate Services, at
the mailing address for the Company set forth above. The Company's Annual
Report on Form 10-K also may be obtained electronically through the EDGAR
system of the Securities and Exchange Commission at http://www.sec.gov.

Ownership of Equity Securities

The determination of "beneficial ownership" for purposes of this proxy
statement has been made in accordance with the rules and regulations of the
Securities and Exchange Commission. References below to "beneficial ownership"
by a particular person, and similar references, should not be construed as an
admission or determination by the Company that Common Shares in fact are
beneficially owned by such person.

On March 15, 2002, the Company had a total of 47,818,015 issued and
outstanding Common Shares. There are no shareholders known to the Company who
beneficially owned more than 5% of its outstanding voting securities on such
date, except as shown in the table below:

Security Ownership of Certain Beneficial Owners

Amount and Nature of
Name and Address of Beneficial Ownership of
Beneficial Owner(1) Common Shares(2) Percent of Class
------------------- ---------------- ----------------
Glade M. Knight 3,271,876 6.73%
306 East Main Street
Richmond, Virginia 23219
- --------
(1) Individual named is a director and executive officer.
(2) Includes 829,211 Common Shares that may be acquired upon the exercise of
stock options.

On March 15, 2002, the following equity securities were beneficially owned
by directors and executive officers of the Company and by nominees for election
as directors at the Annual Meeting:

Security Ownership of Management

Amount and Nature of Beneficial Percent
Ownership of Common of
Name of Beneficial Owner(1) Shares(2) Class
- --------------------------- ------------------------------- -------

Glenn W. Bunting, Jr............................. 53,515 *
Kent W. Colton................................... 5,376 *
Leslie A. Grandis................................ 54,143 *
Glade M. Knight.................................. 3,271,876 6.73%
Penelope W. Kyle................................. 54,784 *
Stanley J. Olander, Jr........................... 538,112 1.12%
Harry S. Taubenfeld.............................. 94,041 *
Martin Zuckerbrod................................ 92,030 *
Debra A. Jones................................... 376,891 *
Above directors and executive officers as a group 4,540,768 9.19%

- --------
* Less than one percent of outstanding Common Shares.
(1) All individuals listed in the table except Debra A. Jones are directors.
(2) Amounts shown include the Common Shares that may be acquired upon the
exercise of options, as follows: (a) Messrs. Bunting and Grandis and Ms.
Kyle - 50,850 Common Shares each; (b) Mr. Knight - 829,211 Common Shares;
(c) Mr. Olander - 304,310 Common Shares; (d) Ms. Jones - 144,310 Common
Shares; (e) Messrs. Taubenfeld and Zuckerbrod - 76,934 Common Shares each;
and (f) Mr. Colton - 5,000 Common Shares. Amounts shown in table reflect
Common Shares as to which the named individual has sole voting and
investment power, or joint power with his or her spouse or minor children,
if any.

Election of Directors

Nominees. Four (4) individuals have been nominated for election to the
Company's Board of Directors at the Annual Meeting. If elected, these
individuals would constitute half of the Board of Directors. The following
table lists the nominees for election to the Board of Directors and indicates
the length of the terms they would have if elected:

Nominee for Election to Board of Directors Length of Term, if Elected(1)
------------------------------------------ --------------------------------

Glenn W. Bunting, Jr............ Three-year term expiring in 2005
Kent W. Colton.................. One-year term expiring in 2003
Leslie A. Grandis............... Three-year term expiring in 2005
Glade M. Knight................. Three-year term expiring in 2005

- --------
(1) Term would extend until the Annual Meeting of Shareholders for the year
shown, or until a successor is duly elected and qualified, except in the
event of prior resignation, death or removal.

Unless otherwise specified, all Common Shares represented by the proxies
will be voted FOR the election of the nominees listed. If any nominee ceases to
be available for election as a director, discretionary authority may be
exercised to vote for a substitute. No circumstances are presently known that
would cause any nominee to be unavailable for election as a director. All of
the nominees are now members of the Board of Directors and have been nominated
by action of the Board of Directors. If a quorum is present, a total of four
positions on the Board of Directors will be filled by the election of the four
properly nominated candidates who receive the greatest number of votes at the
Annual Meeting, even if the nominees do not receive a majority of all votes
represented and entitled to be cast.

A shareholder who wishes to abstain from voting on the election of directors
may do so by specifying, as provided on the enclosed proxy, that authority to
vote for any or all of the nominees is to be withheld. By withholding authority
in this manner, the Common Shares that otherwise could be voted by such
shareholder will not be included in determining the number of Common Shares
voted for such nominees. The Company will comply with instructions in a proxy
executed by a broker or other nominee shareholder indicating that less than all
of the Common Shares of the record shareholder on the Record Date are to be
voted on a particular matter. All Common Shares that are not voted will be
treated as Common Shares as to which voting authority has been withheld.

Below is a list of the nominees, their ages and the respective years of
their election to the Board of Directors of the Company, together with a brief
description of their principal occupations and employment during at least the
past five years and their directorships, if any, in public companies other than
the Company.

Glenn W. Bunting, Jr., 57, has been President of American KB Properties,
Inc., which develops and manages shopping centers, since 1985. He has been
President of G.B. Realty Corporation, which brokers shopping centers and
apartment communities, since 1980. Mr. Bunting was first elected to the
Company's Board of Directors in 1993.

Kent W. Colton, 58, has been Senior Scholar of the Joint Center for Housing
at Harvard University since 1999. He is president of KColton LLC, a consulting
and housing research company in McLean, Virginia, and serves as a member of the
Millennial Housing Commission, which was established by Congress to examine
national housing policy. From April 1984 through May 1999, he was executive
vice president and chief executive officer of the National Association of Home
Builders. Mr. Colton was first elected to the Company's Board of Directors in
2001.

Leslie A. Grandis, 57, has been a partner in the law firm of McGuireWoods
LLP in Richmond, Virginia since 1974. His practice concentrates on corporate
finance and securities law. He is a director of Markel Corporation and CSX
Trade Receivables Corporation. Mr. Grandis was first elected to the Company's
Board of Directors in 1993.

Glade M. Knight, 58, is Chairman, Chief Executive Officer and President of
the Company. He was first elected to the Company's Board of Directors in 1989.
Mr. Knight is the founder, Chairman of the Board and Chief Executive Officer of
both Apple Suites, Inc. and Apple Hospitality Two, Inc., each of which is a
real estate investment trust that owns extended-stay hotels. Mr. Knight has an
employment agreement with the Company for an initial term of one year,
beginning on October 1, 2001, which may be extended four times for additional
terms of one-year each. He is chairman of the board of trustees of Southern
Virginia University in Buena Vista, Virginia. He also is a member of the
advisory board to the Graduate School of Real Estate and Urban Land Development
at Virginia Commonwealth University. He has served on a National Advisory
Council for Brigham Young University and is a founding member of and active
lecturer for the university's Entrepreneurial Department of the Graduate School
of Business Management.

MANAGEMENT RECOMMENDS A VOTE "FOR"
EACH OF THE ABOVE NOMINEES.

Other Directors and Officers. The following individuals are the directors
of the Company whose terms expire after 2002 and the executive officers of the
Company.

Penelope W. Kyle, 54, is a director of the Company. She has been the
director of the Virginia Lottery since September 1, 1994. Ms. Kyle worked in
various capacities for CSX Corporation and its affiliated companies from 1981
until August 1994. She served as Vice President, Administration and Finance for
CSX Realty, Inc. beginning in 1991, as Vice President, Administration for CSX
Realty, Inc. from 1989 to 1991, and as Assistant Vice President and Assistant
to the President for CSX Realty, Inc. from 1987 to 1989. Ms. Kyle was first
elected to the Company's Board of Directors in 1993. Her current term as a
director expires in 2004.

Stanley J. Olander, Jr., 47, is a director, Chief Financial Officer,
Executive Vice President, and President of Capital Markets of the Company. From
June 1991 through August 1996, Mr. Olander was employed by Cornerstone Realty
Group, Inc. Mr. Olander has been the Company's Chief Financial Officer since
September 1, 1996, and serves in that capacity under an employment agreement
which has a five-year term ending on September 30, 2006. Mr. Olander was first
elected to the Company's Board of Directors in 1992. His current term as a
director expires in 2003.

Harry S. Taubenfeld, 72, is a director of the Company. He has practiced law
since 1956, and has been involved in mortgage and real estate investment
activities in the firm of Zuckerbrod & Taubenfeld of Cedarhurst, New York since
1959. Mr. Taubenfeld concentrates on real estate and commercial law. Mr.
Taubenfeld is a Trustee of the Village of Cedarhurst, New York, and a past
President of the Nassau County Village Officials. Mr. Taubenfeld was first
elected to the Company's Board of Directors in 1992. His current term as a
director expires in 2004.

Martin Zuckerbrod, 71, is a director of the Company. He has practiced law
since 1956, and has been involved in mortgage and real estate investment
activities in the firm of Zuckerbrod & Taubenfeld of Cedarhurst, New York since
1959. Mr. Zuckerbrod's areas of professional concentration are real estate and
commercial law. Mr. Zuckerbrod also serves as a judge in the Village of
Cedarhurst, New York. Mr. Zuckerbrod was first elected to the Company's Board
of Directors in 1992. His current term as a director expires in 2003.

Debra A. Jones, 47, is the Chief Operating Officer and an Executive Vice
President of the Company. From June 1991 through August 1996, Ms. Jones was
employed by Cornerstone Realty Group, Inc. Ms. Jones has been the Company's
Chief Operating Officer since September 1, 1996, and serves in such capacity
under an employment agreement which has a five-year term ending on September
30, 2006.

Committees of the Board

The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee as its standing committees. The Board of Directors has
no nominating committee.

The Executive Committee has, to the extent permitted by law, all powers
vested in the Board of Directors, except powers specifically denied to the
Committee under the Company's bylaws. The Board of Directors has adopted a
written charter for its Audit Committee (a copy of which was attached as an
appendix to the Company's proxy statement for its 2001 annual meeting of
shareholders). The Audit Committee recommends to the Board of Directors (which
annually ratifies) the level of distributions to shareholders and has the other
functions and responsibilities set forth in the Audit Committee Charter. The
Compensation Committee administers the Company's incentive and stock option
plans, and oversees the compensation and reimbursement of directors and
executive officers of the Company. Separate reports by the Compensation
Committee and the Audit Committee appear in other sections below.

The Board of Directors held a total of four meetings during 2001 (including
regularly scheduled and special meetings). The table below shows both the
membership of the Company's standing committees and the number of meetings held
by those committees during 2001:

Number of Committee
Members of Committee Meetings During 2001
-------------------- --------------------

Executive Committee... Glenn W. Bunting, Jr. 4
Glade M. Knight
Harry S. Taubenfeld
Martin Zuckerbrod

Audit Committee....... Glenn W. Bunting, Jr. 3
Leslie A. Grandis
Penelope W. Kyle

Compensation Committee Leslie A. Grandis 1
Penelope W. Kyle
Kent W. Colton *

- --------
* Joined committee after meeting date

The Board of Directors, in its business judgment, has determined that all
members of the Audit Committee (as identified above) are "independent," as
defined in the applicable listing standards of the New York Stock Exchange.

In 2001, each director attended at least 75% of the total number of meetings
of the Board of Directors (held during the period for which he or she was a
director). In addition, each director attended at least 75% of the total number
of meetings held by all committees of the Board on which he or she served (held
during the periods that he or she served).

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee includes Leslie A. Grandis and Penelope
W. Kyle. Mr. Grandis is also a partner in the law firm of McGuireWoods LLP,
which serves as counsel to the Company. The representation of the Company by
McGuireWoods LLP is expected to continue in 2002. Ms. Kyle's husband is also a
partner in McGuireWoods LLP.

Compensation of Directors

During 2001, the directors of the Company were compensated as follows:

All Directors. All directors were reimbursed by the Company for travel and
other out-of-pocket expenses incurred by them in attending meetings of the
directors or a committee and in conducting the business of the Company.

Non-Employee Directors. The non-employee directors (who consist of all
directors other than Messrs. Knight and Olander) received annual directors'
fees of $12,000, with $6,000 payable in cash and the balance payable in Common
Shares (valued at the current market price at the time of issuance), plus
$1,000 for each meeting of the Board and $100 for each committee meeting
attended. Non-employee directors, however, did not receive any compensation for
attending a committee meeting if it occurred on the same day as a meeting of
the entire Board of Directors. Non-employee directors received an additional
$1,000 for serving on the Executive Committee in 2001.

In 2001, under the Company's 1992 Non-Employee Directors Stock Option Plan,
the non-employee directors received options to purchase Common Shares as
follows: (a) as to each non-employee director other than Mr. Colton, options
for 9,479 Common Shares, exercisable at $10.59 per Common Share; and (b) as to

Mr. Colton, options for 5,000 Common Shares, exercisable at $10.89 per Common
Share. If the proposal to extend the Company's 1992 Non-Employee Directors
Stock Option Plan is approved at the Annual Meeting, each non-employee director
will receive additional options for Common Shares on June 1, 2002.

Employee Directors. The directors who are also employees of the Company
(Messrs. Knight and Olander) received no compensation from the Company for
their services as directors.

Executive Officers

The Company's executive officers are Glade M. Knight, Debra A. Jones and
Stanley J. Olander, Jr. Information about them is set forth above under the
caption "Election of Directors."

Compensation of Executive Officers

General. The following table sets forth the compensation paid by the
Company for each of the last three completed fiscal years to its Chief
Executive Officer and to all executive officers of the Company whose total
salary and bonus exceeded $100,000 during the last completed fiscal year
(collectively, the "Named Executive Officers"):

Summary Compensation Table

Long-Term
Annual Compensation(1) Compensation Awards
------------------------------------ ---------------------
Restricted
Share Securities
Other Annual Awards Underlying
Name and Principal Position Year Salary($) Bonus($) Compensation ($)(2) Options(3)
- --------------------------- ---- --------- -------- ------------ ---------- ----------

Glade M. Knight 2001 220,000 105,000 -- 250,000 --
Chairman and 2000 210,000 -- -- -- 200,000
Chief Executive Officer 1999 210,000 300,000 -- -- 348,771

Debra A. Jones 2001 137,500 60,000 -- 220,000 --
Chief Operating Officer 2000 120,000 -- -- -- 160,000
1999 120,000 300,000 -- -- --

Stanley J. Olander, Jr. 2001 137,500 60,000 -- 220,000 --
Chief Financial Officer 2000 120,000 -- -- -- 160,000
1999 120,000 300,000 -- -- --

- --------
(1) Salaries shown for 2001 reflect a continuation of the base salaries paid
in 2000, as increased on October 1, 2001. On such date, Mr. Knight's
base salary increased to $250,000 per year, and the base salaries for
each of Ms. Jones and Mr. Olander increased to $190,000 per year. Cash
bonuses paid in 2001 were based on 1999 performance and were approved by
the Board in late 2000. Bonuses may be awarded in 2002 and in future
years in the discretion of the Board of Directors or its Compensation
Committee. The Company provides each of the Named Executive Officers
with the use of a Company automobile, and pays premiums for their term
life, disability and health insurance. The value of such items was below
the lesser of either (a) $50,000 or (b) 10% of the total salary and
bonus of the Named Executive Officer in 2001.
(2) Restricted Common Shares were approved for issuance under the Company's
1992 Incentive Plan in late 2000, based on 1999 performance. These
shares were actually issued in 2001. Pursuant to the terms of the
issuance, the shares vest over four years, with one-fifth vesting at
issuance and one-fifth vesting on each of the next four anniversaries.
Generally, if the holder of such restricted Common Shares ceases to be
an employee of the Company for any reason other than death or permanent
disability, the unvested portion of the restricted Common Shares will
revert to the Company. Mr. Knight received a total of 23,536 restricted
Common Shares, and each of Ms. Jones and Mr. Olander received a total of
20,712 restricted Common shares. Dividends are paid on all restricted
Common Shares issued to the Named Executive Officers.

(3) In 1999, Mr. Knight was granted options ("Award Options") to purchase
348,771 of the Company's Common Shares at an exercise price of $10.125.
These options represent a "rollover" of certain options previously held
by Mr. Knight with respect to common shares in Apple Residential Income
Trust, Inc. (which the Company acquired by merger in 1999). If a
triggering event occurs, the exercise price will be $1.00 per common
share for 180 days following the triggering event. A triggering event
means the occurrence of certain events, defined in the option agreement,
reflecting a change or prospective change in control of the Company. If
a triggering event occurs, and Mr. Knight either elects not to, or fails
to, exercise any exercisable Award Options, then the Company must pay to
Mr. Knight the difference between the exercise price and the value of
the common shares that would be obtained upon exercise. If the exercise
or the receipt of payment in lieu of such exercise subjects the holder
to an additional penalty tax under the Internal Revenue Code, the
Company will pay to the holder an additional amount to offset the
penalty tax.

The Company did not grant any options for the purchase of Common Shares to
the Named Executive Officers in 2001. The following table sets forth
information with respect to those Named Executive Officers holding options for
the purchase of Common Shares during 2001:

Aggregated Option Exercises In 2001 And 2001 Year-End Option Values

Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money
at Year-End Options at Year End
-------------------- --------------------

Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized($) Unexercisable(1) Unexercisable($)(1)
---- --------------- ----------- -------------------- --------------------

Glade M. Knight........ 0 0 829,211 597,603
Debra A. Jones......... 160,000 102,682 144,310 13,374
Stanley J. Olander, Jr. 0 0 304,310 130,174

- --------
(1) All options held by the named individuals were exercisable at December 31,
2001. On such date, the closing price per Common Share was $11.35. Such
options were granted in various amounts on different dates and at different
exercise prices. The current exercise price for the Award Options held by
Mr. Knight is $10.125 (see Note 3 to Summary Compensation Table). The
exercise prices for the other options range from a minimum of $10.62 to a
maximum of $12.06.

Employment Agreements. Each of Glade M. Knight, Stanley J. Olander, Jr. and
Debra A. Jones has entered into an employment agreement with the Company,
effective October 1, 2001. Mr. Knight's employment agreement has a term of one
year and may be extended four times for additional terms of one-year each. The
employment agreements with Ms. Jones and Mr. Olander have five-year terms
ending on September 30, 2006. Mr. Olander and Ms. Jones are obligated to devote
all of their business time to the Company. Mr. Knight is not similarly
restricted, although he has agreed to devote as much of his attention and
energies to the business of the Company as is reasonably required in his
judgment and that of the Board of Directors.

Mr. Knight's employment agreement contains a limited covenant not to compete
or interfere. His agreement provides that he will not, either during his
employment or for a period of one year thereafter, either own, be employed by,
or be connected in any manner with a business that owns, operates or manages
multi-family residential real property in the states in which the Company
operates. Furthermore, he has agreed not to solicit any person employed by the
Company to leave such employment for employment with a competing business.
Notwithstanding the foregoing, Mr. Knight will be permitted to pursue other
ventures, including real estate ventures, except as expressly prohibited by the
covenant not to compete. The employment agreements for each of Ms. Jones and
Mr. Olander contain a similar covenant not to solicit employees of the Company,
but do not contain the anti-competition covenant described above.

Each employment agreement terminates automatically upon the officer's death.
The Company is obligated to pay to the decedent's personal representative an
amount equal to the decedent's current annual salary in a one-time lump sum
payment.

The Company may terminate the officer's employment and the Company's
obligations under the employment agreement in the event of the "disability" of
the officer or for "cause" as defined in the agreement. "Disability" means
inability to perform the essential functions of the position, after reasonable
accommodation in accordance with the Americans with Disabilities Act, if such a
disability results from a physical or mental impairment which can be expected
to result in death or to continue for at least six consecutive months. In the
event of termination for disability, the Company must pay the officer or his
representative an amount equal to the officer's current annual salary in a
one-time lump sum payment. "Cause" is defined in the employment agreement as
including continued or deliberate neglect of duties, willful misconduct of the
officer injurious to the Company, violation of any code or standard of ethics
applicable to Company employees, active disloyalty to the Company, conviction
of a felony, habitual drunkenness or drug abuse, excessive absenteeism
unrelated to a disability, or breach by the officer of the employment
agreement. If the Company terminates the officer for "cause," it will have no
further obligation to the officer except under any applicable benefits policy
or as otherwise provided by law.

Change in Control Agreements. Effective August 1, 2000, the Company entered
into separate Change in Control Agreements with each of Glade M. Knight,
Stanley J. Olander, Jr. and Debra A. Jones (each of whom is defined as an
"Executive" thereunder). These Change in Control Agreements provide for certain
payments in the event that the Company terminates an Executive's employment
other than for Cause (as defined therein) or an Executive terminates employment
for Good Reason (as defined in therein). Such payments from the Company to the
Executive would be follows:

(a) the Executive's salary and any accrued paid time off through the date
of the change in control;

(b) the Executive's annual bonus for the calendar year immediately
preceding the calendar year in which the change in control occurs multiplied
by a fraction in which the numerator is the number of days employed by the
Company during the change of control year and the denominator is 365;

(c) all amounts previously deferred by the Executive under any
nonqualified compensation plan sponsored by the Company together with any
accrued earnings thereon; and

(d) for Stanley J. Olander, Jr. and Debra A. Jones, the greater of
$1,250,000, or three times the sum of the annual base salary and the annual
bonus (as such amounts are defined therein) or in the case of Glade M.
Knight, the greater of $2,525,000, or three times the sum of the annual base
salary and the annual bonus. The Change of Control Agreements define annual
base salary as twelve times the Executive's highest monthly base salary and
define annual bonus as the largest annual bonus paid to the Executive during
the 36-month period immediately preceding the month of the effective date of
the change in control.

The Change of Control Agreements also provide a gross-up payment to the
Executives. This payment is intended to compensate the Executive for any and
all taxes due under Section 4999 of the Internal Revenue Code or any other
federal, state and local tax payable by the Executives as a result any payment
received under the Change in Control Agreements.

Compensation Committee Report

The Compensation Committee determines compensation arrangements for the
Company's executive officers and administers the Company's 1992 Incentive Plan,
as amended, under which options for Common Shares and restricted Common Shares
may be issued to eligible officers and employees.

In 2001, the Company entered into new employment agreements (as described
above) with Mr. Knight, Ms. Jones and Mr. Olander, with the approval of the
Compensation Committee. These agreements are similar to

the prior employment agreements between the Company and these same individuals.
Under the new employment agreements, the Company is required to review the
performance of the executive officer at the end of each fiscal year of the
Company and, in its sole discretion and based on the executive officer's
performance and the financial condition of the Company, may either maintain or
increase the executive officer's salary.

In accordance with the new employment agreements, the Company increased the
salaries to Mr. Knight, Ms. Jones and Mr. Olander, beginning October 1, 2001.
The Committee believes these increases were necessary and appropriate, based on
the performance of such executive officers and the Company, the tenure of such
executive officers and the fact that their base salaries had remained constant
since 1996. Their prior annual salaries had been set at a level believed to be
at the low end of the range of salaries paid to comparable officers of
comparable companies. In determining comparable salaries, the Compensation
Committee reviewed certain salary surveys, including a survey of the National
Association of Real Estate Investment Trusts reporting on salaries in other
REITs, as well as the salaries of officers of other REITs presented by Company
management as being comparable. The intent of the Compensation Committee was to
set initial salaries at a level low enough to permit subsequent increases based
on the performance of the executive officers and the Company, with the
expectation that such salaries eventually would be similar to those in
comparable REITs.

The new employment agreements continue the eligibility of Mr. Knight, Ms.
Jones and Mr. Olander for annual bonuses in the discretion of the Board of
Directors. In 2001, the Company paid a cash bonus of $105,000 to Mr. Knight and
cash bonuses to Ms. Jones and Mr. Olander in the amount of $60,000 each. The
cash bonuses paid in 2001 were based on 1999 performance and were approved by
the Board in late 2000.

The Compensation Committee received a report from Ernst & Young LLP, the
Company's compensation consultant, outlining a compensation plan as a means of
administering compensation to Messrs. Knight and Olander and Ms. Jones. Based
in part on the report, the Compensation Committee annually reviews the criteria
to be used in determining salary increases and bonuses. The Compensation
Committee generally seeks to establish and maintain criteria to help the
Company achieve its business objectives by: (a) designing performance-based
compensation standards that align the interests of management with the
interests of shareholders; (b) providing compensation increases and incentive
compensation that vary directly with both Company financial performance and
individual contributions to that performance by the executive officer; and (c)
linking executive officer compensation to elements that affect both short- and
long-term Common Share price performance. As appropriate, the Compensation
Committee will also consider whether compensation levels are sufficient to
attract and retain superior executive officers in a competitive environment.

Leslie A. Grandis, Chairperson
Penelope W. Kyle
Kent W. Colton

Audit Committee Report

The Audit Committee of the Board of Directors is composed of three
directors. It operates under a written charter that was adopted by the Board of
Directors on May 25, 2000, and is annually reassessed and updated, as needed,
in accordance with applicable rules of the Securities and Exchange Commission.
The Committee's primary function is to assist the Board of Directors in its
oversight of the Company's financial reporting process. Management is
responsible for the preparation, presentation and integrity of the Company's
financial statements; accounting and financial reporting principles; internal
controls; and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors, Ernst
& Young, LLP, are responsible for performing an independent audit of the
consolidated financial statements in accordance with generally accepted
auditing standards.

In performing its oversight role, the Audit Committee has reviewed and
discussed the audited financial statements with management and the independent
auditors. The Audit Committee also has discussed with the independent auditors
the matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, and has received the written disclosures
and the letter from the independent auditors required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees. The Audit
Committee has considered whether the provision of non-audit services (none of
which related to financial information systems design and implementation) by
the independent auditors is compatible with maintaining the auditors'
independence and has discussed with the auditors the auditors' independence.
Based on the review and discussions described in this Report, and subject to
the limitations on its role and responsibilities described below and in its
charter, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001.

The members of the Audit Committee are not experts in accounting or auditing
and rely without independent verification on the information provided to them
and on the representations made by management and the independent auditors.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that the Company's financial statements have been prepared
in accordance with generally accepted accounting principles or that the audit
of the Company's financial statements by Ernst & Young, LLP has been carried
out in accordance with generally accepted auditing standards.

Penelope W. Kyle, Chairperson
Glenn W. Bunting, Jr.
Leslie A. Grandis

Performance Graph

The following graph compares the cumulative total shareholder returns, for
the periods presented, on the Company's Common Shares, the Standard & Poor's
Composite Index of 500 Stocks and the SNL Multi-Family REITs Index (which is an
index of 20 other REITs). The periods presented begin after the close of
business on April 17, 1997 (which was the last day before the initial trading
of the Common Shares on the New York Stock Exchange) and end on December 31,
2001 (the closing date of the Company's last complete fiscal year). Prior to
the periods presented, the Company's Common Shares were not publicly traded in
any established market.

The indicated values are based on share price appreciation plus dividends,
which are assumed to be reinvested. The historical information set forth below
is not necessarily indicative of future performance.

[CHART; DATA SUMMARIZED BELOW]

Period Ending
-----------------------------------------------------
Index 04/17/97 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
----- -------- -------- -------- -------- -------- --------

Cornerstone Realty Income Trust Inc. 100.00 122.57 117.00 121.25 145.65 173.28
S&P 500............................. 100.00 129.00 165.82 200.72 182.43 160.76
SNL Multi-Family REITs.............. 100.00 115.39 105.47 116.10 156.55 172.71

Certain Relationships and Agreements

Messrs. Zuckerbrod and Taubenfeld, who are directors of the Company, are
principals in the law firm of Zuckerbrod & Taubenfeld of Cedarhurst, New York,
which acted as counsel to the Company in connection with the Company's
acquisition of certain of its real properties in 2001 and received legal fees
for these services. This law firm is expected to render additional services on
behalf of the Company in 2002 and to receive compensation for such services.

As noted above, under "Compensation Committee Interlocks and Insider
Participation," Mr. Grandis, who is a director of the Company, is also a
partner in the law firm of McGuireWoods LLP, which serves as counsel to the
Company and certain of its affiliates and which received legal fees for its
services. Such representation is expected to continue in 2002. The husband of
Penelope W. Kyle, who is a director of the Company, is a partner in
McGuireWoods LLP.

Mr. Knight serves as Chairman and Chief Executive Officer of two
extended-stay hotel REITs, Apple Suites, Inc. (formed during 1999) and Apple
Hospitality Two, Inc. (formed during 2001). Mr. Knight also owns companies
which provide services to both Apple Suites, Inc. and Apple Hospitality Two,
Inc. During 2001, the Company rented office space and provided real estate
acquisition, offering-related and other services to these entities and received
a total payment from them of approximately $278,667. The majority of the
payment was treated as a reduction of general and administrative expenses of
the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company's directors and executive officers, and any persons holding more
than 10% of the outstanding Common Shares, are required to file reports with
the Securities and Exchange Commission with respect to their initial ownership
of Common Shares and any subsequent changes in that ownership. For one of the
directors, Mr. Colton, a report on Form 3 (Initial Statement of Beneficial
Ownership of Securities) was not timely filed. Two transactions involving Mr.
Colton in 2001 (for Common Shares and for stock options granted to him) were
not reported on Form 5 (Annual Statement of Changes in Beneficial Ownership) on
a timely basis. Otherwise, the Company believes that the filing requirements
were satisfied in 2001. In making this statement, the Company has relied solely
on written representations of its directors and executive officers and copies
of reports that they have filed with the Securities and Exchange Commission.

Independent Public Accountants

The firm of Ernst & Young LLP served as independent auditors for the Company
in 2001. A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting. The representative will have an opportunity to make a statement
if he or she so desires and will be available to answer appropriate questions
from shareholders. The Board of Directors has approved the retention of Ernst &
Young LLP as the Company's independent auditors for 2002, based on the
recommendation of the Audit Committee. Independent accounting fees for the last
fiscal year are shown in the table below:

Financial Information
Systems Design and
Audit Fees Implementation Fees All Other Fees
---------- ------------------- --------------
$182,000 -- $178,028 *
- --------
* Consists of $129,999 in audit-related services, including accounting
consultation and services related to registration statements. Other fees
totaling $48,029 generally include amounts for tax-related services.

PROPOSALS

Background

In 1992, the Company originally adopted two stock incentive plans. Under
these two plans, the aggregate Common Shares as to which options may be granted
or that may be issued as restricted Common Shares is a fixed number of Common
Shares plus 6.2% of the number of Common Shares sold in offerings through July
7, 1999. Each stock incentive plan is currently scheduled to expire on July 8,
2004. The stock incentive plans are administered by the Board of Directors and
its Compensation Committee.

Directors Plan. The Company's 1992 Non-Employee Directors Stock Option Plan
(the "Directors Plan") applies to directors of the Company who are not
employees of the Company. Under the Directors Plan, the number of Common Shares
as to which options may be granted is a fixed number of Common Shares plus 1.8%
of the number of Common Shares sold in offerings of Common Shares through July
7, 1999. If Common Shares are allocated to options granted under the Directors
Plan and those options expire or otherwise terminate (in whole or in part), the
Common Shares as to which the options were not exercised could be allocated to
other options granted under the Directors Plan.

A director is eligible to receive an option under the Directors Plan if the
director is not otherwise an employee of the Company or any subsidiary of the
Company and was not an employee of any of such entities for a period of at
least one year before the date of grant of an option under the Plan. Six
directors (all directors except Messrs. Knight and Olander) currently qualify
to receive options under the Directors Plan.

Grants of stock options to eligible directors under the Directors Plan were
automatic through June 1, 2001. The exercise price for each option granted
under the Directors Plan is 100% of the fair market value of the Common Shares
on the date of grant. No consideration is paid to the Company for the granting
of the option.

The Incentive Plan. Under the Company's 1992 Incentive Plan (the "Incentive
Plan"), incentive awards may be granted to certain employees (including
officers and directors who are employees) of the Company. Mr. Knight, Ms. Jones
and Mr. Olander, among other officers and employees of the Company, are
participants in the Incentive Plan. Such incentive awards may be in the form of
stock options or restricted stock. The exercise price for the options will be
not less than 100% of the fair market value of the Common Shares as of the date
of grant of the option. Under the Incentive Plan, the number of incentive
awards which may be granted is a fixed number of Common Shares plus 4.4% of the
number of Common Shares sold in offerings of Common Shares through July 7,
1999. If an option is canceled, terminates or lapses unexercised, any unissued
Common Shares allocable to such option are available for future incentive
awards.

Proposal 1. To Amend the Existing 1992 Non-Employee Directors Stock Option Plan
to Provide for Additional Grants of Stock Options Thereunder

Description. This proposal would extend the Directors Plan until its
termination by the Board of Directors or until the termination of the Company,
would extend the period for automatic grants of stock options until such
termination, and would increase the number of Common Shares reserved for
issuance under the Directors Plan. Eligibility under the Directors Plan and its
other material terms and conditions will remain unchanged.

Text of Amendments. Specifically, this proposal would amend the indicated
sections of the Directors Plan to read as indicated below. Following the text
of each amendment is an explanation of the amendment.

Section Amended Section and Explanation of Amendment
- ------- --------------------------------------------

2(n)(2) the issuance of any additional shares of Company Stock as
authorized by resolutions of the Board from time to time, which
issuance occurs before the termination of this Plan (the
"Additional Offerings").

Note: This change eliminates the option measuring period ending
July 7, 1999 and extends that period for the term of the Directors
Plan.

5 (first Subject to Section 12 of the Plan, there shall be reserved for
sentence issuance under the Plan an aggregate of 45,000 shares of Company
thereof) Stock plus 2.0% of the total number of shares of Company Stock
issued in the Offering in excess of the Minimum Offering, which
shall be authorized, but unissued shares.

Note: This change nominally increases the percentage used in
calculating the maximum number of options that may be issued under
the Directors Plan from 1.8% to 2.0%.

7(a)(iii) As of each June 1 during the period beginning with fiscal year 1994
and ending upon the termination of the Plan, each Eligible Director
shall automatically receive an Option to purchase 0.02% of the
total number of shares of Company Stock issued and outstanding on
that date.

Note: This change extends the period for automatic grants beyond
2001 through the end of the term of the Directors Plan.

10 The Plan shall terminate upon the earlier of: (a) the adoption of a
resolution of the Board terminating the Plan; or (b) the date on
which the Company's existence terminates (provided, however, that
if the existence of the Company terminates and is reinstated as
permitted by law, the Plan shall continue during the effective
period of any reinstatement, subject to earlier termination
pursuant to Section 10(a) above).

Note: This change eliminates the existing termination date under
the Directors Plan of July 8, 2004, and extends the Directors Plan
for the life of the Company (subject to early termination by the
Board of Directors).

Purpose and Effect of Amendment. The proposal is designed to allow the
Company to continue to issue stock options to non-employee directors on the
same basis used since the inception of the Company. To the extent that the
Company issues additional Common Shares before the termination of the Directors
Plan, the maximum number of stock options that may be granted under the
Directors Plan will increase. The actual number of stock options that may be
issued after the adoption of the proposed amendments is not determinable. If
the proposed amendments had been in effect during 2001, such amendments would
not have changed any issuances under the Directors Plan. The granting of stock
options is designed to align the interests of non-employee directors with the
interests of shareholders, in a manner that is not always achieved with cash
compensation

alone, because the value of the stock options will correspond to the value of
the Common Shares. The overall goal is to provide the recipients of stock
options with an incentive to take actions and to make decisions that the
recipients, in the exercise of their business judgment, believe will increase
Common Share value.

Vote Required. Assuming a quorum is present, adoption of this amendment
requires an affirmative vote by the holders of the Common Shares represented
and voting at the Annual Meeting in excess of the vote opposing the action.

Recommendation. Management recommends a vote for APPROVAL of this proposed
amendment to the existing Directors Plan.

Proposal 2. To Amend the Existing 1992 Incentive Plan to Provide for
Additional Awards Thereunder

Description. This proposal would extend the Incentive Plan until its
termination by the Board of Directors or until the termination of the Company,
and would increase the number of Common Shares reserved for issuance under the
Incentive Plan. Eligibility under the Incentive Plan and its other material
terms and conditions will remain unchanged.

Text of Amendments. Specifically, this proposal would amend the indicated
sections of the Incentive Plan to read as indicated below. Following the text
of each amendment is an explanation of the amendment.

Section Amended Section and Explanation of Amendment
- ------- --------------------------------------------

2(r)(2) the issuance of any additional shares of Company Stock as authorized by resolutions of the Board
from time to time, which issuance occurs before the termination of this Plan (the "Additional
Offerings").

Note: This change eliminates the award measuring period ending July 7, 1999 and extends
that period for the term of the Incentive Plan.

4 (first Subject to Section 12 of the Plan, there shall be reserved for issuance under the Plan an aggregate
sentence of (1) 35,000 shares of Company Stock plus (2) 4.625% of the number of shares of Company
thereof) Stock sold in the Initial Offering in excess of the Minimum Offering plus (3) 5.0% of the total
number of shares of Company Stock issued in the Additional Offerings, which shall be
authorized, but unissued shares.

Note: This change nominally increases the percentage used in calculating the maximum
number of awards that may be issued under the Incentive Plan from 4.4% to 5.0%.

11 If not sooner terminated by the Board, this Plan, as amended and restated, shall terminate at the
close of business on the date on which the Company's existence terminates (provided, however,
that if the existence of the Company terminates and is reinstated as permitted by law, the Plan
shall continue during the effective period of any reinstatement, subject to earlier termination
pursuant to action of the Board.)

Note: This change eliminates the existing termination date under the Incentive Plan of July 8,
2004, and extends the Incentive Plan for the life of the Company (subject to early termination
by the Board of Directors).

Purpose and Effect of Amendment. The proposal is designed to allow the
Company to continue to issue awards of restricted Common Shares and options to
acquire Common Shares to management on the same basis used in the past. The
actual number of awards that may be granted after the adoption of the proposed
amendments is not determinable. If the proposed amendments had been in effect
during 2001, such amendments would not have changed any awards under the
Incentive Plan. To the extent that the Company issues

additional Common Shares before the termination of the Incentive Plan, the
maximum number of incentive awards that may be granted under the Incentive Plan
will increase. The granting of incentive awards is designed to align the
interests of key employees with the interests of shareholders, in a manner that
is not always achieved with cash compensation alone, because the value of the
incentive awards will correspond to the value of the Common Shares. The overall
goal is to provide the recipients of incentive awards with an incentive to take
actions and to make decisions that the recipients, in the exercise of their
business judgment, believe will increase Common Share value.

Recommendation. Management recommends a vote for APPROVAL of this proposed
amendment to the existing Incentive Plan.

MANAGEMENT RECOMMENDS A VOTE "FOR APPROVAL"
OF EACH PROPOSAL SET FORTH ABOVE.

Matters to be Presented Next Year at the 2003 Annual Meeting of Shareholders

Any qualified shareholder who wishes to make a proposal to be acted upon
next year at the 2003 Annual Meeting of Shareholders must submit such proposal
for inclusion in the Proxy Statement and Proxy Card to the Company at its
principal office in Richmond, Virginia, no later than December 7, 2002.

For shareholder proposals not included in the Company's proxy statement for
the 2003 Annual Meeting of Shareholders, the persons named by the Board of
Directors proxy will be entitled to exercise discretionary voting power under
the circumstances set forth in Rule 14a-4(c) under the Securities Exchange Act
of 1934, unless the shareholder making the proposal both notifies the Secretary
of the Company of the proposal by February 21, 2003, and otherwise follows the
procedures specified in such Rule.

Other Matters for the 2002 Annual Meeting of Shareholders

Management knows of no matters, other than those stated above, that are
likely to be brought before the Annual Meeting. However, if any matters that
are not currently known come before the Annual Meeting, the persons named in
the enclosed proxy are expected to vote the Common Shares represented by such
proxy on such matters in accordance with their best judgment.

By Order of the Board of Directors

/s/ J. Philip Hart
J. Philip Hart
Secretary

April 8, 2002

-------------------------------------------------------------------
THE COMPANY DEPENDS UPON ALL SHAREHOLDERS PROMPTLY SIGNING AND
RETURNING THE ENCLOSED PROXY CARD TO AVOID COSTLY SOLICITATION. YOU
CAN SAVE THE COMPANY CONSIDERABLE EXPENSE BY SIGNING AND RETURNING
YOUR PROXY CARD IMMEDIATELY.
-------------------------------------------------------------------

PROXY
CORNERSTONE REALTY INCOME TRUST, INC.
306 East Main Street
Richmond, VA 23219
This Proxy is solicited on behalf of Management
The undersigned hereby appoints J. Philip Hart, Mark M. Murphy and
Martin B. Richards as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated below, all the common shares of Cornerstone Realty Income
Trust, Inc. held by the undersigned on March 25, 2002, at the Annual
Meeting of Shareholders to be held on May 15 , 2002, or any adjournment
thereof.
Management recommends a vote of "FOR" in item 1 and a vote for
"APPROVAL" in items 2 and 3.

1.ELECTION OF DIRECTORS [_]FOR all nominees listed below (except as [_]WITHHOLD AUTHORITY to
marked to the contrary below) vote for all nominees listed below

(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
__________________________________________________________________________
Glenn W. Bunting, Jr., Kent W. Colton, Leslie A. Grandis and Glade M. Knight

2. The Proposal to amend the Company's existing 1992 Non-Employee
Directors Stock Option Plan, as defined and more fully described in
Proposal No. 1 in the accompanying Proxy Statement of the Company dated
April 8, 2002.
[_] Approval [_] Disapproval [_] Abstain

3. The Proposal to amend the Company's existing 1992 Incentive Plan, as
defined and more fully described in Proposal No. 2 in the accompanying
Proxy Statement of the Company dated April 8, 2002.
[_] Approval [_] Disapproval [_] Abstain
(Continued and to be signed on reverse side)

(Continued from reverse side)
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AND FOR APPROVAL OF EACH
PROPOSAL SET FORTH ABOVE.
Please indicate whether you plan to attend the Annual Meeting in
person: . Yes . No

Please print exact
name(s) in which
shares are
registered, and sign
exactly as name
appears. When shares
are held by joint
tenants, both should
sign. When signing as
attorney, executor,
administrator,
trustee or guardian,
please give full
title as such. If a
corporation, please
sign in full
corporate name by
President or other
authorized officer.
If a partnership or
other entity, please
sign in partnership
or other entity name
by authorized person.
Dated: __, 2002
_____________________
Printed Name
_____________________
Signature
_____________________
Signature if held
jointly
_____________________
Title of Signing
Please mark, sign, date and return the Proxy Person (if applicable)
Card promptly using the enclosed envelope.