SCHEDULE 14A INFORMATION

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

Filed by 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-12

INSTEEL INDUSTRIES, 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)(1) and 0-11.

(1) Title of 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:_____
(4) Proposed maximum aggregate value of transaction:_____
(5) Total fee paid: _________

[ ] Fee paid previously with preliminary materials.
[ ] Check box 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: _____
(2) Form, Schedule or Registration Statement No.:_____
(3) Filing Party:_____
(4) Date Filed:_____

INSTEEL INDUSTRIES, INC.
1373 Boggs Drive
Mount Airy, North Carolina 27030

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 19, 2002

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To the Shareholders of Insteel Industries, Inc.:

NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Shareholders of
Insteel Industries, Inc., will be held on Tuesday, February 19, 2002, at 10:00
A.M. local time, at Cross Creek Country Club, 845 Greenhill Road, Mount Airy,
North Carolina 27030, for the following purposes:

1. To elect three directors of the Company for three-year terms as set
forth in the accompanying Proxy Statement.

2. To transact such other business, if any, as may properly be brought
before the meeting or any adjournments thereof.

Only shareholders of record at the close of business on December 17,
2001 are entitled to notice of, and to vote at, the meeting and any adjournments
thereof.

By Order of the Board of Directors

Gary D. Kniskern
Secretary

Mount Airy, North Carolina
January 16, 2002

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD PROMPTLY, SO THAT YOUR SHARES OF COMMON STOCK
MAY BE REPRESENTED AND VOTED AT THE MEETING. A RETURN ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. ANY SHAREHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN
IF THAT SHAREHOLDER HAS RETURNED AN EXECUTED PROXY CARD.

INSTEEL INDUSTRIES, INC.
1373 Boggs Drive
Mount Airy, North Carolina 27030

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PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 19, 2002

This Proxy Statement and accompanying Proxy are first being sent to
shareholders on or about January 16, 2002, in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders of Insteel Industries,
Inc. ("Insteel" or the "Company"), to be held on Tuesday, February 19, 2002, at
10:00 A.M. local time, at Cross Creek Country Club, 845 Greenhill Road, Mount
Airy, North Carolina 27030, and at any adjournment thereof.

GENERAL

The accompanying Proxy is solicited by and on behalf of the Board of
Directors of the Company, and the entire cost of such solicitation will be borne
by the Company. In addition to solicitation by mail, copies of solicitation
material will be furnished to, and arrangements will be made with, brokerage
houses and other custodians, nominees and fiduciaries to send proxy materials to
their principals, and the Company will reimburse them for their reasonable
expenses in so doing. In addition to the original solicitation of proxies by
mail, the Company's directors, officers and other employees may, without
additional compensation, solicit proxies by telephone, facsimile, electronic
communication and in person.

The Board of Directors has fixed December 17, 2001 as the record date
for the determination of shareholders of the Company's common stock (no par
value) (the "Common Stock") who are entitled to notice of and to vote at the
Annual Meeting. On December 17, 2001, there were 8,460,187 outstanding shares of
Common Stock of the Company, each entitled to one vote on each matter to be
voted upon at the Annual Meeting. The presence in person or by proxy of a
majority of the shares of Common Stock outstanding on the record date
constitutes a quorum for purposes of conducting business at the Annual Meeting
and any adjournment thereof. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and any adjournment thereof. Abstentions and shares which are withheld
as to voting with respect to one or more of the nominees for director will be
counted in determining the existence of quorum.

Directors are elected by the affirmative vote of a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present. Shareholders do not have cumulative voting rights in
connection with the election of directors. Shares which abstain from voting in
the election of directors, and shares held in "street name" by brokers or
nominees who do not indicate a vote on their proxies because they do not have
discretionary authority to vote such shares and have not received instructions
as to how to vote in the election of directors ("broker non-votes"), will not be
counted as votes in favor of any nominee for director, and will also not be
counted as votes cast or shares voting on the election of any particular
nominee. Accordingly, abstentions and broker non-votes will have no effect on
the voting for the election of directors.

Prior to its exercise, any shareholder submitting the accompanying
Proxy has the right to revoke it by submitting a later dated proxy or by
notifying the Secretary of the Company in writing at any time prior to the
voting of the Proxy. A Proxy may also be revoked if the person giving the Proxy
attends the meeting and votes in person. Where a choice is specified on any
Proxy as to the vote on any matter to come before the meeting, the Proxy will be
voted in accordance with such specification. If no specification is made, but
the Proxy is properly signed, the shares represented thereby will be voted IN
FAVOR of electing the three nominees for director named herein.

Management is not aware that any matters, other than the matters
specified above, will be presented for action at the meeting, but, if any other
matters do properly come before the meeting, the persons named as agents in the
Proxy will vote upon such matters in accordance with their best judgment.

ELECTION OF DIRECTORS

The Company's Bylaws provide that the number of directors, as
determined from time to time by the Board of Directors, shall be not less than
nine nor more than fifteen. The Board of Directors has fixed the number of
directors at nine. The Bylaws further provide that directors shall be divided
into three classes serving staggered three-year terms, with each class to be as
nearly equal in number as possible.

The Board of Directors has nominated each of the persons named below to
serve a three-year term expiring at the 2005 Annual Meeting of Shareholders or
until their successors are elected and qualify. All of the nominees presently
serve as directors of the Company. The remaining six directors will continue in
office as indicated. It is not contemplated that any of the nominees will be
unable or unwilling for good cause to serve; but, if that should occur, it is
the intention of the agents named in the proxy to vote for election of such
other person or persons to the office of director as the Board of Directors may
recommend.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" EACH
OF THE NOMINEES LISTED BELOW.

Certain biographical and other information concerning the nominees for
director of the Company and the continuing directors is set forth below:

NOMINEES TO SERVE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS IN 2005:

W. Allen Rogers, II, 55, has been a director of the Company since 1986,
except for a brief period during 1997 and 1998. Mr. Rogers is the President of
Rogers & Company, Inc., an investment banking firm organized in 1998 which
specializes in mergers and acquisitions. Previously, he served as Managing
Director of KPMG BayMark Capital LLC, an investment banking firm, from 1995
until 1997 and of KPMG Peat Marwick LLP from 1997 until 1998. Mr. Rogers served
as Senior Vice President/Investment Banking of Interstate/Johnson Lane
Corporation from 1986 to 1995 and as a member of that firm's board of directors
from 1990 to 1995. Mr. Rogers serves on the Executive Compensation Committee of
the Company's Board of Directors.

Gary L. Pechota, 52, has been a director of the Company's Board of
Directors since 1998. Mr. Pechota is the CEO and Chairman of the Board of Giant
Cement Holding, Inc. since its inception in 1994. He has also served as CEO of
Giant Cement Company, a subsidiary of Giant Cement Holding, Inc., since 1993,
and as CEO of Keystone Cement Company since 1992. Prior to joining Keystone, Mr.
Pechota served as President and CEO of South Dakota Cement from 1982 to 1992.
Mr. Pechota serves on the Audit Committee of the Company's Board of Directors.

William J. Shields, 69, has been a director of the Company's Board of
Directors since 1998. Mr. Shields served as Chairman and CEO of Co-Steel, Inc.,
an international steel producer and scrap recycling company, from 1995 to 1997.
Mr. Shields has been retired since 1997. Mr. Shields also served as President
and CEO of Co-Steel, Inc. from 1987 until 1995. Mr. Shields serves on the
Executive Compensation Committee of the Company's Board of Directors.

DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING OF SHAREHOLDERS IN 2004:

Howard O. Woltz, Jr., 76, father of H.O. Woltz III, has been Chairman
of the Board of Directors since 1958 and has been employed by the Company and
its predecessors in various capacities for more than 46 years. He had been
President from 1958 to 1968 and from 1974 to 1989. Mr. Woltz also served as a
Vice President , General Counsel and a director of Quality Mills, Inc., a
publicly-held manufacturer of knit apparel and fabrics for more than 35 years
until its acquisition in 1988 by Russell Corporation. Mr. Woltz serves on the
Executive Committee of the Company's Board of Directors.

C. Richard Vaughn, 62, a director of the Company since 1991, has been
employed since 1967 by John S. Clark Company, Inc., a general building
contracting company. Mr. Vaughn served as Vice President of John S. Clark from
1967-1970 and President from 1970-1988 and has served as Chairman of the Board
and CEO from 1988 to the present. He also is Chairman of Riverside Building
Supply, Inc. Mr. Vaughn serves on the Executive Committee and as Chairman of the
Executive Compensation Committee of the Company's Board of Directors.

Louis E. Hannen, 63, a director of the Company since 1995, served in
various capacities with Wheat, First Securities, Inc., from 1975 until his
retirement as Senior Vice President in 1993. Mr. Hannen has been retired since
1993. Mr. Hannen had 30 years of experience in the securities analysis and
research field, starting with the U.S. Securities and Exchange Commission in
1963. Mr. Hannen then worked for Craigie and Company (1965-1970) and Legg Mason
Wood Walker, Inc. (1970-1975) before joining Wheat, First Securities. Mr. Hannen
serves as Chairman of the Audit Committee of the Company's Board of Directors.

DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING OF SHAREHOLDERS IN 2003:

H. O. Woltz III, 45, a son of Howard O. Woltz, Jr., was elected Chief
Executive Officer in 1991 and has been employed by the Company and its
subsidiaries in various capacities for more than 23 years. He was named
President and Chief Operating Officer in 1989. He had been Vice President of the
Company since 1988 and, previously, President of Rappahannock Wire Company,
formerly a subsidiary of the Company, since 1981. Mr. Woltz has been a director
of the Company since 1986 and also serves as President of Insteel Wire Products
Company and Florida Wire and Cable, Inc. Mr. Woltz serves on the Executive
Committee of the Company's Board of Directors.

Frances H. Johnson, 81, has been a director of the Company since 1982.
She and members of her family have been investors in the Company and its
predecessors and have served as directors since 1958. She and members of her
family own and manage Johnson Concrete Company, (a manufacturer of concrete
block and pipe), of which she is President; Carolina Stalite Company (a
manufacturer of expanded slate), of which she is managing partner; and B.V.
Hedrick Gravel & Sand Co. (a producer of gravel, sand and crushed stone), of
which she is a director.

Charles B. Newsome, 64, has been a director of the Company since 1982.
He is Executive Vice President and General Manager of Johnson Concrete Company
and General Manager of Carolina Stalite Company, with which he has been
affiliated for more than 20 years. Mr. Newsome serves on the Audit Committee of
the Company's Board of Directors.

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information, as of December 17,
2001, with respect to the beneficial ownership of shares of Common Stock by (i)
each person known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) the directors of the Company, (iii) the
other named executive officers included in the "Summary Compensation Table," and
(iv) all directors and executive officers of the Company, as a group. Except as
otherwise indicated, each shareholder has sole voting and sole investment power
with respect to the shares beneficially owned by such shareholder.

AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
----------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS
------------------------------------ ------ -----

5% SHAREHOLDERS
Franklin Advisory Services, Inc. (1)(2)..... 810,000 9.0%
Johnson Concrete Company (3)................ 620,263 6.9%
Artisan Partners L. P. (1)(4)............... 588,517 6.7%
Dimensional Fund Advisors (1)(5)............ 544,661 6.1%
DIRECTORS (6)
Howard O. Woltz, Jr. (7).................... 843,589 9.9%
H. O. Woltz III ........................... 409,503 4.8%
C. Richard Vaughn .......................... 130,122 1.5%
Frances H. Johnson (8) .................... 68,892 *
Charles B. Newsome ........................ 51,897 *
Louis E. Hannen ........................... 47,377 *
Gary L. Pechota ........................... 23,010 *
W. Allen Rogers, II ....................... 22,015 *
William J. Shields ......................... 11,010 *
OTHER NAMED EXECUTIVE OFFICERS (6)
Michael C. Gazmarian........................ 108,603 1.3%
Gary D. Kniskern............................ 81,905 *
All directors and executive officers,
as a group (11 persons)(9)................ 2,418,186 26.9%
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* Less than 1%.

(1) Beneficial ownership information obtained from Thomson Financial Stock
Alert as of December 7, 2001.

(2) The address of Franklin Advisory is 777 Mariners Island Boulevard, San
Mateo, CA 94403-7777.

(3) Excludes 68,892 shares owned or which are obtainable within 60 days of
December 17, 2001 upon the exercise of stock options by Mrs. Frances H.
Johnson. The shares held in the name of Johnson Concrete Company are
beneficially owned by Frances H. Johnson, who is President of Johnson
Concrete Company, and, as such, Mrs. Johnson has voting and dispositive
power over the shares of the Company's Common Stock owned of record by
such company. The 689,155 shares held of record collectively by Mrs.
Johnson and Johnson Concrete Company represent 8.1% of the outstanding
common stock. Johnson Concrete Company is owned by Mrs. Johnson and
members of her family. The address of Johnson Concrete Company is P. O.
Box 1037, Salisbury, NC 28144.

(4) The address of Artisan Partners L.P. is 1000 North Water Street #1770,
Milwaukee, WI 53202.

(5) The address of Dimensional is 1299 Ocean Avenue Santa Monica, CA 90401.

(6) Ownership reflects shares obtainable within 60 days of December 17,
2001, upon the exercise of stock options as follows: Mr. Woltz, Jr.,
87,825 shares; Mr. Woltz III, 135,046 shares; Mr. Vaughn, 14,000
shares; Mrs. Johnson, 14,000 shares; Mr. Newsome, 14,000 shares; Mr.
Hannen, 33,965 shares; Mr. Pechota, 8,000 shares; Mr. Rogers,14,000
shares; Mr. Shields, 8,000 shares; Mr. Gazmarian, 100,835 shares; and
Mr. Kniskern, 71,118 shares. The numbers shown also include shares
allocated to participants in the Company's Retirement Savings Plan
under its matching provisions as follows: Mr. Woltz III, 4,019 shares;
Mr. Woltz, Jr., 140 shares; and Mr. Kniskern, 1,381 shares.

(7) The shares shown as being beneficially owned by Howard O. Woltz, Jr.,
include 72,919 shares (less than

1%) held by a trust, for the benefit of Mr. Woltz, of which Mr. Woltz
and a bank are trustees. The trustees share voting and investment power
with respect to such shares. Includes 110,308 shares owned by the wife
of Howard O. Woltz, Jr., beneficial ownership of which is disclaimed.

(8) Excludes 620,263 shares held of record by Johnson Concrete Company. The
shares held in the name of Johnson Concrete Company are beneficially
owned by Frances H. Johnson, who is President of Johnson Concrete
Company, and, as such, Mrs. Johnson has voting and dispositive power
over the shares of the Company's Common Stock owned of record by such
company. Johnson Concrete Company is owned by Mrs. Johnson and members
of her family. Johnson Concrete Company disclaims beneficial ownership
of the 68,892 shares held in the name of Mrs. Johnson. The 689,155
shares held of record collectively by Mrs. Johnson and Johnson Concrete
Company represent 8.1% of the outstanding common stock.

(9) Includes 620,263 shares owned by Johnson Concrete Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, officers and greater than ten percent owners and officers
to report their beneficial ownership of the Common Stock and any changes in that
ownership to the SEC. Specific dates for such reporting have been established by
the SEC and the Company is required to report in its proxy statement any failure
to file by the established dates during the last fiscal year. To the Company's
knowledge, all of these filing requirements were satisfied by the Company's
directors and officers during the last fiscal year. In making this statement,
the Company has relied on the written representations of its incumbent directors
and officers and copies of the reports that have been filed with the SEC.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below provides information regarding the compensation paid by
the Company to the named executive officers for services of such person in all
capacities during the fiscal years ended September 29, 2001, September 30, 2000
and October 2, 1999.

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES ALL OTHER
UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($)(1) OPTIONS (#) ($)(2)
- --------------------------- ----------- ---------- ------------ ----------- ------------

Howard O. Woltz, Jr. 2001 161,740 - 38,146 3,091
Chairman of the Board 2000 161,740 - 25,059 2,505
1999 161,740 143,592 21,125 4,068

H. O. Woltz III 2001 320,000 - 75,471 5,544
President and Chief 2000 313,679 - 48,490 4,262
Executive Officer 1999 282,223 250,631 35,067 4,302

Michael C. Gazmarian 2001 190,000 - 44,811 4,975
Chief Financial Officer and 2000 179,792 - 27,677 3,518
Treasurer 1999 166,422 134,431 18,907 4,044

Gary D. Kniskern 2001 135,000 - 31,839 3,928
Vice President-Administration 2000 132,141 - 20,423 3,124
and Secretary 1999 125,525 110,901 16,172 3,734

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(1) Bonus includes total amount earned based on performance for the fiscal
year indicated. Under the terms of

the Return on Capital Incentive Compensation Plan, additional amounts
may be distributed in the future, depending on the financial
performance of the Company in subsequent years. See "Executive
Compensation Committee Report."

(2) Represents the current dollar value of the benefit to the named
executive officers of the remainder of the premiums paid by the Company
during the fiscal year under its Split-Dollar Life Insurance Plan.
During the fiscal years 2001, 2000, and 1999 respectively, the amounts
were as follows: Mr. Woltz, Jr., $3,091; $2,505 and $4,068; Mr. Woltz
III, $252, $239 and $301; Mr. Kniskern, $553, $513 and $625; and Mr.
Gazmarian, $225, $212 and $270. Also includes the amount of company
matching funds paid into the Company's Retirement Savings Plan on
behalf of the named executive officers. During the fiscal years 2001,
2000 and 1999, respectively, these amounts were as follows: Mr. Woltz
III, $5,292, $4,023 and $4,001; Mr. Kniskern, $3,375; $2,611 and
$3,109; and Mr. Gazmarian, $4,750, $3,306 and $3,774.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

The table below provides information regarding stock options which have
been granted on a semi-annual basis to the named executive officers of the
Company during fiscal 2001:

INDIVIDUAL GRANTS
-------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS POTENTIAL REALIZED
SECURITIES GRANTED TO EXERCISE VALUE AT ASSUMED
UNDERLYING EMPLOYEES IN OR BASE ANNUAL RATES OF STOCK
OPTIONS FISCAL PRICE PER EXPIRATION PRICE APPRECIATION FOR
NAME GRANTED (1) YEAR (%) SHARE ($) DATE OPTION TERM (2)($)
- ---- ----------- -------- --------- ---- ------------------
5% 10%
-- ---

Howard O. Woltz, Jr. 38,146 11.4 2.12 02/15/11 50,858 128,885

H. O. Woltz III 75,471 22.5 2.12 02/16/11 100,622 254,996

Gary D. Kniskern 31,839 9.5 2.12 02/16/11 42,450 107,575

Michael C. Gazmarian 44,811 13.4 2.12 02/16/11 59,744 151,404
- --------------------------

(1) Options are granted at fair market value and become exercisable in five
equal annual installments beginning on the date of grant.

(2) The dollar amounts under these columns represent the potential
realizable value of each grant of option assuming that the market price
of the Common Stock appreciates in value from the date of grant at the
5% and 10% annual rates prescribed by the SEC and therefore are not
intended to forecast possible future appreciation, if any, of the price
of the Common Stock.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The table below provides information regarding stock options exercised
during fiscal 2001 and the value of options outstanding at September 29, 2001
for all executive officers of the Company:

SHARES
ACQUIRED VALUE NUMBER OF SECURITIES
ON REALIZED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
NAME EXERCISE ($) OPTIONS AT FISCAL YEAR-END OPTIONS AT FISCAL YEAR-END (1)
- ----------------------------------------------------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------

Howard O. Woltz, Jr. - - 80,919 59,930 $0 $0
H. O. Woltz III - - 123,902 112,496 0 0
Gary D. Kniskern - - 65,867 48,641 0 0
Michael C. Gazmarian - - 94,797 64,945 0 0
- ---------------

(1) The dollar value is calculated by determining the difference between
the fair market value per share of the Common Stock on September 28,
2001 and the option price per share.

EXECUTIVE COMPENSATION COMMITTEE REPORT
OVERVIEW

The Executive Compensation Committee (the "Committee") of the Board of
Directors consists of three directors who are not employed by the Company. The
Committee regularly reviews and determines the base compensation of the
Company's executive officers and administers the stock option plan and incentive
compensation plans of the Company. The Company's executive compensation program
consists of three principal components: (1) base salaries; (2) annual
performance-based compensation as determined through the Company's Return on
Capital Incentive Compensation Plan ("Incentive Compensation Plan"); and (3)
long-term incentives provided through the Company's 1994 Employee Stock Option
Plan. The Company's Board of Directors believes that the executive compensation
program should be closely correlated with the financial performance of the
Company. The Company believes that its policy with respect to base salaries, in
combination with its Incentive Compensation Plan and its 1994 Employee Stock
Option Plan, fulfill this performance-based compensation objective. As a result
of the condition of the Company's markets and the Company's recent financial
performance, the Committee has reviewed the Company's compensation plans and
objectives. A combination of interim and permanent changes in the Company's
compensation plans are envisioned to assure that compensation is aligned with
the Company's financial performance.

BASE SALARIES

The Committee annually reviews various comparative compensation data
including proxy statements of other public companies to establish base salaries
for the officers of the Company. The Company's policy is to set base salaries
near the median level of compensation for similar positions in similar
industries. The Committee believes that this policy enables the Company to
recruit new members of management as necessary and retain existing management
personnel. In view of the recent financial performance of the Company, the
Committee did not change the compensation of the officers in fiscal 2001. The
following base salaries have been in effect since February 2000, and are
currently expected to remain in effect for 2002, for the officers of the
Company: Howard O. Woltz, Jr., Chairman of the Board of Directors, $161,740; H.
O. Woltz III, President and CEO, $320,000; Michael C. Gazmarian, Chief Financial
Officer and Treasurer, $190,000; and Gary D. Kniskern, Vice President -
Administration and Secretary, $135,000.

ANNUAL PERFORMANCE-BASED COMPENSATION

In 1995 the Company adopted its Return on Capital Incentive
Compensation Plan (the "Plan"). Incentive compensation was earned in prior years
under the terms of the Plan based primarily on improvements in the Company's
average return on capital after giving effect to the Company's cost of capital.
In fiscal 2000 the

Committee determined that the Plan should be evaluated and updated with respect
to certain parameters and drivers of the Plan. The Company retained an outside
consultant to review the plan and to recommend changes that were appropriate.
Following the initial phase of the engagement, which occurred early in fiscal
2001, it became apparent that significant costs would be incurred by the Company
to complete the recalibration of the Plan. In view of deteriorating business
conditions and the Company's weak financial performance, the Committee deferred
the update of the plan and terminated the consulting engagement following its
initial phase. Subsequently, the Committee determined that the Plan should be
terminated while the Company evaluates alternative structures for the Plan. The
termination was effective September 29, 2001. The Committee plans to develop an
interim incentive compensation plan that would replace the Plan for fiscal year
2002.

The officers of the Company earned no incentive compensation in 2001
under the terms of the Plan. In fiscal year 1999 and 2000, the officers, and
certain non-officer participants in the Plan, earned incentive compensation in
excess of the amount paid to participants. Pursuant to the terms of the Plan,
these excess amounts were banked for future distribution. With respect to the
officers of the Company, the terms of the Plan would have resulted in these
amounts being paid in fiscal 2000 and in later years. The Company did not make
payments to officers in 2000 or in 2001. With respect to non-officer
participants in the Plan, these amounts were paid in 2000 and were not paid for
2001.

The incentive compensation previously earned by participants in the
Plan is an obligation of the Company that has been properly reflected in its
financial statements. In view of the termination of the Plan, the Committee
plans to formulate an equitable method to distribute the incentive compensation
balances that were previously earned by participants in the Plan, including the
officers of the Company. As of September 29, 2001 the incentive compensation
earned by the officers of the Company, but not yet paid by the Company, was as
follows: Howard O. Woltz Jr., Chairman of the Board of Directors, $147,679; H.
O. Woltz III, President and Chief Executive Officer, $262,001; Michael C.
Gazmarian, Chief Financial Officer and Treasurer, $142,088; and Gary D.
Kniskern, Vice President Administration and Secretary, $115,033.

LONG-TERM INCENTIVE COMPENSATION (STOCK OPTIONS)

As amended, the Company's 1994 Employee Stock Option Plan authorizes
the issuance of up to 1,500,000 shares of Common Stock that have been reserved
for the benefit of key management employees of the Company upon the exercise of
options granted under the plan. Options to purchase 331,171 shares of Common
Stock were granted during fiscal 2001. As of December 31, 2001 , options to
purchase an aggregate of 1,072,207 shares were outstanding at an average
exercise price of $5.32 per share. The shares issuable under the plan have been
registered with the United States. Securities and Exchange Commission (the
"SEC").

For fiscal 2001, the Committee approved the granting of stock options
to executive officers equal to one-half such number of shares as may be obtained
by dividing each officer's annual salary by the fair market value of the Common
Stock on the date of grant. Historically half of a participant's stock options
have been granted in February and half in August. In view of the Company's
financial performance and the low price of its stock, no options were granted in
August 2001. The Compensation Committee is reviewing the future administration
of the Incentive Stock Option Plan. Options are granted at an option price equal
to fair market value on the date of grant and vest in installments over five
years. During 2001, executive officers were granted options as follows: Howard
O. Woltz, Jr., 38,146 shares at a per share price of $2.12; H. O. Woltz, III,
75,471 shares at a per share price of $2.12; Michael C. Gazmarian, 44,811 shares
at a per share price of $2.12; and Gary D. Kniskern, 31,839 shares at a per
share price of $2.12. These stock option grants are also reflected in the Option
Grants table, above.

2001 CEO COMPENSATION

During fiscal 2001, the Chief Executive Officer, H. O. Woltz, III, was
paid $320,000. See "Base Salaries."

In fiscal 2000, Mr. Woltz received a distribution under the Return on
Capital Incentive Compensation Plan of $250,631 which was a portion of the
incentive compensation that was earned in fiscal 1999. The balance of the
incentive compensation earned in 1999 was banked for future distribution
pursuant to the terms of the Plan. These banked amounts have been reflected as
expenses in the Company's financial statements. Notwithstanding the

terms of the Plan, no distribution of the earned banked balance was made to Mr.
Woltz, or to any other executive officer of the company, in fiscal 2000 or
fiscal 2001. The amounts have been deferred for payment in the future pursuant
to a plan to be adopted by the Committee. See "Annual Performance-Based
Compensation."

Mr. Woltz received a stock option grant for 75,471 shares of the
Company's Common Stock during fiscal 2001 under the 1994 Employee Stock Option
Plan. In recent years, options were granted under the Company's policy of
awarding annual grants of shares to executive officers with a value equal to
such officer's annual base salary. Historically one half of such options were
granted in February and one half were granted in August. During fiscal 2001,
however, the August grant was deferred due to the Company's financial
performance and the low price of its stock. (See "Long Term Incentive
Compensation (Stock Options)" above.) Such options are granted at an option
price equal to the fair market value on the date of grant. See "Long-Term
Incentive Compensation (Stock Options)"above.

POLICY WITH RESPECT TO THE $1 MILLION DEDUCTIBLE LIMIT

Section 162(m) of the Internal Revenue Code (the "Code") generally
limits amounts that can be deducted for compensation paid to certain executives
to $1,000,000 unless certain requirements are met. No executive officer receives
compensation in excess of $1,000,000 and therefore there are no compensation
amounts that are nondeductible at present. The Committee will continue to
monitor the applicability of Section 162(m) to the Company's compensation
program.

The Committee believes that the foregoing combination of base salaries,
annual performance-based compensation and long-term incentive compensation have
helped develop a senior management group dedicated to achieving significant
improvement in both the short-term and long-term financial performance of the
Company.

EXECUTIVE COMPENSATION COMMITTEE
C. Richard Vaughn (Chairman)
W. Allen Rogers, II
William J. Shields

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

C. Richard Vaughn, a member of the Executive Compensation Committee, is
Chairman of the Board of Directors of John S. Clark Company, Inc. ("Clark"), a
general building contractor located in Mount Airy, North Carolina. During the
last fiscal year, the Company made certain payments to Clark for miscellaneous
consulting and construction projects entered into in the normal course of
business. The aggregate amount of such payments to Clark was $219,062. The
Company believes that the terms of all transactions with Clark were no less
favorable to the Company than transactions with unaffiliated entities.

REMUNERATION OF DIRECTORS

ANNUAL RETAINER AWARDS AND MEETING FEES

Each of the Company's non-employee directors receives an annual
retainer award plus reimbursement of expenses incurred as a director under a
proposal adopted at the 1998 Annual Meeting of Shareholders. The amount of the
annual retainer award for each year is determined by the Board of Directors
before the start of the retainer year. The retainer year begins on the date of
the Annual Meeting of Shareholders at which directors are elected and ends on
the date of the next Annual Meeting of Shareholders at which directors are
elected. The retainer award may be paid in cash or in shares of Common Stock of
the Company, or a combination of cash and Common Stock, as determined by the
Board of Directors. The designated cash portion of the retainer will be paid in
equal quarterly installments and the designated stock portion of the retainer
will be paid at the annual meeting of the Board of Directors following the
Annual Meeting of Shareholders at which directors are elected. The annual
retainer award paid for 2001 to each non-employee director was $18,000, all of
which was paid in cash. Non-employee members of the Audit and Executive
Compensation Committees receive a fee of $500 for each in-person meeting and a
fee of $150 for each telephonic meeting of the respective committee.
Non-employee directors are eligible to receive stock options under the 1994
Director Stock Option Plan (discussed below).

DIRECTOR STOCK OPTION PLANS

The Company's 1994 Director Stock Option Plan permits the issuance of
up to 200,000 shares of Common Stock pursuant to the grant of stock options to
non-employee directors of the Company. The plan provides that, following the
close of business of the Company on the date of each Annual Meeting of
Shareholders, each non-employee director will receive an option to purchase
2,000 shares of the Company's Common Stock exercisable at the fair market value
of the Common Stock on the date of grant. These options vest in full at the time
of grant. The plan also authorizes the Board of Directors to grant options to
non-employee directors who are appointed or elected to the Board of Directors at
a time other than at the Annual Meeting. These options are subject to the same
general terms and conditions as options granted following the annual meeting.
During fiscal 2001, options to purchase 2,000 shares at an exercise price of
$2.12 were granted to each non-employee director of the Company. Under the plan,
each non-employee director is expected to receive options to purchase 2,000
shares of the Company's Common Stock at the close of business on February 19,
2002, the date of the 2002 Annual Meeting of Shareholders. The option price is
equal to the fair market value per share of the Common Stock on the date of
grant. The shares issuable under the plan have been registered with the SEC.

On February 7, 1995, the Board of Directors of the Company adopted a
non-qualified stock option plan for the benefit of Louis E. Hannen, a director.
Under the plan, Mr. Hannen was granted an option to purchase 19,965 shares of
the Company's Common Stock at the exercise price of $7.875. The options are
fully vested and expire February 7, 2005. The shares issuable under the plan are
not registered with the SEC.

CORPORATE GOVERNANCE

The Company's Board of Directors held five meetings during fiscal 2001.
Frances Johnson attended less that 75% of the meetings of the Board of
Directors. The other directors attended at least 75% of the meetings of the
Board of Directors and of the committees on which such director served.

The Board of Directors has an Audit Committee, which assists the Board
of Directors in fulfilling its responsibilities to shareholders concerning the
Company's financial reporting and internal controls, and facilitates open
communication between the Audit Committee, Board of Directors, outside auditors
and management. The Audit Committee discusses with management and the outside
auditors the financial information developed by the Company, the Company's
system of internal controls and the Company's audit process. The Audit Committee
recommends to the Board of Directors each fiscal year the independent auditors
who will audit the books and records of the Company for that year. The
independent auditors meet with the Audit Committee (both with and without the
presence of the Company's management) to review and discuss various matters
pertaining to the audit, including the Company's financial statements, the
report of the independent auditors on the results, scope and terms of their
work, and their recommendations concerning the financial practices, controls,
procedures and policies employed by the Company. The Board of Directors has
adopted a written charter for the Audit Committee, which was previously attached
as an appendix to the Company's Proxy Statement dated January 26, 2001. The
Audit Committee consists of Messrs. Hannen (Chairman), Newsome and Pechota, each
of whom is "independent" as defined under the rules of the New York Stock
Exchange. The Audit Committee met three times during fiscal 2001. See "Audit
Committee Report."

The Executive Compensation Committee of the Board of Directors makes
salary recommendations to the Board of Directors for executive officers and
administers the employee stock option program. This committee is comprised of
Messrs. Vaughn (Chairman), Rogers and Shields. See "Executive Compensation
Committee Report." The Executive Compensation Committee met once during fiscal
2001.

The Company's Board of Directors does not have a nominating committee.
The full Board of Directors performs the functions that a nominating committee
might provide. Any shareholder who wishes to recommend a nominee for
consideration at any annual or special meeting held for the election of
directors must do so in compliance with the procedures set forth in the
Company's By-laws.

AUDIT COMMITTEE REPORT

As noted above, management is responsible for the Company's internal
controls and the financial reporting process. The independent public accountants
are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and to issue a report thereon. The Committee's responsibility is to
monitor and oversee these processes.

In this context, the Committee has reviewed the audited financial
statements for the fiscal year ended September 29, 2001 and has met and held
discussions with respect to such audited financial statements with management
and Arthur Andersen LLP, the Company's independent public accountants.
Management represented to the Committee that the Company's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles, and the Committee has reviewed and discussed the
consolidated statements with management and Arthur Andersen. The Committee and
Arthur Andersen have discussed matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees).

The Company's independent public accountants also provided to the
Committee the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and discussed the firm's independence with the Committee.

Based on the Committee's review of the audited financial statements,
discussions with management and Arthur Andersen, and the Committee's review of
the representations of management and the written disclosures and report of
Arthur Andersen, the Committee recommends that the Board of Directors include
the audited consolidated financial statements in the Company's Annual Report on
Form 10-K for the year ended September 29, 2001 filed with the Securities and
Exchange Commission.

AUDIT COMMITTEE
Louis E. Hannen (Chairman)
Gary L. Pechota
Charles B. Newsome

THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY OF THE COMPANY'S PRIOR OR FUTURE FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION, EXCEPT AS OTHERWISE EXPLICITLY SPECIFIED BY THE COMPANY
IN ANY SUCH FILING.

DISCLOSURE OF AUDITORS' FEES

Set forth below is certain information relating to the aggregate fees
billed by Arthur Andersen LLP for professional services rendered for the fiscal
year ended September 29, 2001.

AUDIT FEES

The aggregate fees billed by Arthur Andersen for professional services
rendered for the audit of the Company's annual financial statements for the
fiscal year ended September 29, 2001 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for that
fiscal year were $130,800.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During the fiscal year ending September 29, 2001, there were no
professional services rendered by Arthur Andersen relating to financial
information systems design and implementation.

ALL OTHER FEES

The aggregate fees billed by Arthur Andersen for services rendered to
the Company, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" for the fiscal
year ended September 29, 2001 were $19,740 for tax compliance and advisory
services.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on
the Company's Common Stock, based on the market price of the Common Stock and
assuming a $100 investment on September 30, 1996 and the reinvestment of
dividends, with the cumulative total return of companies on the Standard &
Poor's 500 Index and the Standard & Poor's Manufacturing (Diversified
Industrial) Index. The indices are included for comparison purposes only and do
not necessarily reflect management's opinion that these indices are appropriate
measures of the relative performance of the Company's Common Stock. The graph is
not intended to forecast or be indicative of the future performance of the
Company's Common Stock. The following performance graph shall not be deemed
incorporated by reference in any filing made under the Securities Act of 1933 or
the Securities Exchange Act of 1934, and shall not otherwise be deemed filed
under such acts.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG INSTEEL INDUSTRIES, INC., THE S & P 500 INDEX
AND THE S & P MANUFACTURING (DIVERSIFIED) INDEX

[PERFORMANCE GRAPH]

* $100 INVESTED ON 9/30/1996 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBEER 30.

Cumulative Total Return
9/96 9/97 9/98 9/99 9/00 9/01
INSTEEL INDUSTRIES, INC. 100.00 123.44 77.71 149.70 70.52 13.88
S & P 500 100.00 140.45 153.15 195.74 221.74 162.71
S & P MANUFACTURING (DIVERSIFIED) 100.00 139.20 125.51 196.72 194.48 174.66

TRANSACTIONS WITH MANAGEMENT AND OTHERS

In May 1997, the Company sold the assets of its ICS ("Insteel
Construction Systems") division to ICS 3-D Panel Works, Inc. ("ICSPW"), a new
corporation organized by the division's management group, for a purchase price
of $1,160,833, consisting of a 10% promissory note in the amount of $955,305 due
May 30, 2002, payable in installments of $10,000 per month for the first year,
$15,000 per month for the second year, and $20,000 per month for the third
through the fifth years. The promissory note is secured by a deed of trust on
the real property. In connection with the sale, the Company entered into a
15-year lease with ICSPW of the Georgia facility previously occupied by the ICS
division, which provided for lease payments of $13,661 per month. Howard O.
Woltz, Jr., Chairman of the Company, is a principal shareholder and a member of
the board of directors of ICSPW. Prior to the sale, the Audit Committee of the
Company's Board of Directors reviewed the terms of the proposed transaction,
focusing in particular on the participation of Mr. Woltz as an investor in and
director of ICSPW. Based upon the continuing operating losses of ICS and the
prospective financial benefit to the Company from the sale of the division, the
Audit Committee concluded that (1) Mr. Woltz's participation was essential to
the transaction and would be beneficial to the Company and (2) approval of the
transaction was in the best interests of the Company. Based upon the Audit
Committee's recommendation, the Board of Directors approved the transaction. In
November 1998, a six-month deferral of both the note and lease payments was
granted due to ICSPW's financial condition. In May 1999, the Company determined
that deferral of the payments should be continued. The deferred amount includes
interest on the deferred portion of the note accruing from the date of issuance
and interest on the deferred lease payments accruing at a rate of 10% per year
from the original due dates of each lease payment. The deferred amount, which
will continue to accrue interest until paid in full, is scheduled to become due
at the end of the applicable scheduled payment period. The Company agreed to the
extension of the deferral after consideration of a number of factors, including
(1) the deferral of the note and lease payments may benefit the Company by
enhancing ICSPW's long-term prospects for discharging its obligations under the
note and the lease; (2) the fully secured nature of the obligation; and (3)
ICSPW's representations that ICSPW is contemplating a restructuring that would
allow payment of the debt in full. As of December 17, 2001, unpaid principal on
the promissory note was $895,798. The largest aggregate amount of indebtedness
under the promissory note since the beginning of the Company's last fiscal year
was $1,130,213.

Frances H. Johnson, a director, is President, and along with members of
her family, owner of Johnson Concrete Company. Charles B. Newsome, a director,
is Executive Vice President and General Manager of Johnson Concrete Company.
During fiscal 2001, Johnson Concrete purchased materials from the Company valued
at $482,839 ($288,144 for fiscal 2000) for use or resale in their normal course
of business.

C. Richard Vaughn, a director, is Chairman of the Board of John S.
Clark Company, Inc. ("Clark"), a general building contractor. During the last
fiscal year, the Company made certain payments to Clark for miscellaneous
consulting and construction projects entered into in the normal course of
business. The aggregate amount of such payments to Clark was $219,062.

Management believes that amounts paid by the Company in connection with
the transactions described above are reasonable and no less favorable to the
Company than would have been paid pursuant to arms' length transactions with
unaffiliated parties.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP has served as the Company's independent public
accountants since 1996 and has been approved to serve for fiscal 2002.
Management is aware of no direct financial interest or any material indirect
financial interest existing between the Company and its accountants.

The Company's independent public accountants are selected annually by
the Board of Directors upon recommendation of the Audit Committee. A
representative from Arthur Andersen LLP is expected to be present at the Annual
Meeting of Shareholders with the opportunity to make a statement if it desires
to do so and to respond to appropriate questions.

ANNUAL REPORT ON FORM 10-K

Copies of the Company's Annual Report on Form 10-K for the year ended
September 29, 2001, including financial statements and schedules, are available
upon written request, without charge, to the persons whose proxies are
solicited. Any exhibit to Form 10-K is also available upon written request at a
reasonable charge for copying and mailing. Written requests should be made to
Michael C. Gazmarian, Chief Financial Officer and Treasurer, 1373 Boggs Drive,
Mount Airy, NC 27030.

OTHER MATTERS

The Board of Directors does not know of any other matter which may come
before the Meeting. If any other matters are properly presented to the Meeting,
it is the intention of the persons named as proxies in the accompanying proxy
card to vote, or otherwise to act, in accordance with their best judgment on
such matters.

The Board of Directors hopes that Shareholders will attend the Meeting.
Whether or not you plan to attend, you are urged to sign, date and complete the
enclosed proxy card and return it in the accompanying envelope. A prompt
response will greatly facilitate arrangements for the Meeting, and your
cooperation will be appreciated. Shareholders who attend the Meeting may vote
their shares even though they have sent in their proxies.

SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

Any shareholder desiring to present a proposal to be included in the
proxy statement for action at the Company's 2003 Annual Meeting must deliver the
proposal to the Company at its principal executive offices no later than
September 28, 2002. In addition, such proposals must comply with the
requirements of Rule 14a-8 under the Exchange Act.

Any shareholder desiring to present a proposal which is not intended to
be included in the proxy materials for the Company's 2003 Annual Meeting must
deliver the proposal to the Company at its principal executive offices no later
than October 28, 2002. The Company's Bylaws contain procedures that shareholders
must follow in order to present business at an annual meeting of shareholders. A
shareholder may obtain a copy of these procedures from the Company's Secretary.
If a Shareholder fails to provide timely notice of a proposal to be presented at
the 2003 Annual Meeting, the proxies designated by the Board of Directors of the
Company will have discretionary authority to vote on any such proposal.

By Order of the Board of Directors

Gary D. Kniskern
Secretary

Mount Airy, North Carolina
January 16, 2002

Form of Proxy

PROXY
INSTEEL INDUSTRIES, INC.
1373 Boggs Drive - Mount Airy, North Carolina 27030

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
February 19, 2002

This Proxy is being solicited on behalf of the Board of Directors of
the Company.

The undersigned, having received notice of the Annual Meeting of
Shareholders and the Board of Directors' proxy statement therefor, and revoking
all prior proxies, hereby appoint(s) Howard O. Woltz, Jr. and H. O. Woltz, III,
and each of them, as agents and proxies of the undersigned (with full power of
substitution in them and each of them) for and in the name(s) of the undersigned
to attend the Annual Meeting of Shareholders of INSTEEL INDUSTRIES, INC. (the
"Company") to be held at the Cross Creek Country Club, 845 Greenhill Road, Mount
Airy, North Carolina 27030, on Tuesday, February 19, 2002, at 10:00 a.m. local
time, and any adjournments thereof, and to vote and act upon the following
matters proposed by the Company in respect of all shares of Common Stock of the
Company which the undersigned may be entitled to vote or act upon, with all the
powers the undersigned would possess if personally present. In their discretion,
the proxy holders are authorized to vote upon such other matters as may properly
come before the meeting or any adjournments thereof. The shares represented by
this proxy will be voted as directed by the undersigned. IF NO DIRECTION IS
GIVEN WITH RESPECT TO ANY ELECTION TO OFFICE, THIS PROXY WILL BE VOTED AS
RECOMMENDED BY THE BOARD OF DIRECTORS. Attendance of the undersigned at the
meeting or at any adjournment thereof will not be deemed to revoke this proxy
unless the undersigned shall revoke this proxy in writing.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE. A
VOTE "FOR" EACH DIRECTOR NOMINEE IS RECOMMENDED BY THE BOARD OF DIRECTORS.

(1) ELECTION OF THREE DIRECTORS

Nominees: W. Allen Rogers, II; Gary L. Pechota; William J. Shields

[ ] VOTE FOR all nominees listed (except as marked to the contrary).

[ ] WITHHOLD AUTHORITY to vote for all nominees listed.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME.

(2) To vote, in the discretion of said agents and proxies, upon such other
business as may properly come before the meeting or any adjournment
thereof.

PLEASE SIGN AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE. SEE OTHER SIDE.
(continued and to be signed on reverse side)

(continued from other side)

THE UNDERSIGNED UNDERSTANDS THAT THE SHARES OF COMMON STOCK REPRESENTED BY THIS
PROXY WILL BE VOTED AS SPECIFIED AND IF NO CHOICE IS SPECIFIED, THE PROXY WILL
BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR. IF ANY OTHER BUSINESS IS
PROPERLY PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF, THIS PROXY
WILL BE VOTED IN THE DISCRETION OF THE AGENTS APPOINTED HEREIN.

Dated:
-----------------------------------

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- -----------------------------------------
SIGNATURES

NOTE: Please sign exactly as name appears hereon. When shares are held by joint
owners, each owner 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 authorized officer, giving
full title. If a partnership, please sign in partnership name by authorized
person, giving full title.

[ ] Please mark this box if you plan to attend the meeting.

[ ] Has your address changed? If so, please provide your new address:

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

IMPORTANT! PLEASE SIGN, DATE AND RETURN PROMPTLY.