EXHIBIT 10.14B
SECOND AMENDMENT
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TO THE
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CORNERSTONE REALTY INCOME TRUST, INC.
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1992 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
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SECOND AMENDMENT, dated as of May 25, 2000, to the Cornerstone Realty
Income Trust, Inc. 1992 Non-Employee Directors Stock Option Plan, as amended and
restated July 8, 1994, by Cornerstone Realty Income Trust, Inc. (the "Company").
The Company maintains the Cornerstone Realty Income Trust, Inc. 1992
Non-Employee Directors Stock Option Plan, as amended and restated effective as
of July 8, 1994 (the "Plan"). The Company's Board of Directors and shareholders
have approved an amendment to the Plan, as described herein.
NOW, THEREFORE, the Plan is amended as follows:
I. Plan Section 7(a)(iii) is amended to read as follows:
(iii) As of each June 1 during the years 1994 through
2001 (inclusive), each Eligible Director shall automatically
receive an Option to purchase 0.02% of the total number of
shares of Common Stock issued and outstanding on that date.
II. This Amendment shall be effective as of May 25, 2000.
III. In all respects not amended, the Plan is hereby ratified and
confirmed.
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To record the adoption of the Amendment as set forth above, the Company
has caused this document to be signed as of the 25th day of May, 2000.
Cornerstone Realty Income Trust, Inc.
By: /s/ Stanley J. Olander, Jr.
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Chief Financial Officer