SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment[Amendment No. )_____ ]

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Filed by a Party other than the RegistrantRegistrant: [_]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)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)Rule 14a-11(c) or Section 240.14a-12

Uwharrie Capital Corp.
- --------------------------------------------------------------------------------Rule 14a-12

UWHARRIE CAPITAL CORP
---------------------------------
(Name of Registrant as Specified Inin Its Charter)

- --------------------------------------------------------------------------------____
(Name of Person(s) Filing Proxy Statement, if other thanIf Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee requiredrequired.
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(2) Aggregate number of securities to which transaction applies:

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(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):

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[_] 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.

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(4) Date Filed: ----------------------------------------------------------------------------_____________________________________________________

UWHARRIE CAPITAL CORP
134 North First Street
Albemarle, North Carolina 28001

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------

NOTICE is hereby given that the Annual Meeting of Shareholders of Uwharrie
Capital Corp (the "Company") will be held as follows:

Place: Stanly County Agri-Civic Center
26032 Newt Road
Albemarle, North Carolina

Date: Tuesday, April 24, 200130, 2002

Time: 4:5:30 p.m. - Dinner
7:00 p.m. - Business Meeting
5:30 p.m. - Dinner

The purposes of the meeting are:

1. To elect six directors of the Company;to three year terms;

2. To ratify the appointment of Dixon Odom PLLC as the Company's
independent public accountants for 2001;2002; and

3. To transact such other business as may properly be presented
for action at the meeting.

YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN IF YOU
PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. THE GIVING OF AN
APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE
MEETING AND VOTE IN PERSON.

By Order of the Board of Directors

Roger L. Dick
Chief Executive Officer

March 27, 2001April 2, 2002

UWHARRIE CAPITAL CORP
134 North First Street
Albemarle, North Carolina 28001
(704) 982-4415

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

PROXY STATEMENT
---------------

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Uwharrie Capital Corp (the "Company")
of appointments of proxy for use at the annual meeting of the Company's
shareholders (the "Annual Meeting") to be held on Tuesday, April 24, 2001,30, 2002, at
4:7:00 p.m., in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle,
North Carolina, and at any adjournments thereof. The Company's proxy
solicitation materials are being mailed to shareholders on or about March 27,
2001.April 2,
2002.

Voting of Proxies

Persons named in the enclosed appointment of proxy as proxies (the
"Proxies") to represent shareholders at the Annual Meeting are Roger L. Dick,
Ronald B. Davis and Christy D. Stoner. Shares represented by each appointment of
proxy which is properly executed, returned and not revoked, will be voted in
accordance with the directions contained therein. If no directions are given,
such shares will be voted "FOR" the election of each of the six nominees for
director named in Proposal 1, and "FOR" Proposal 2. If, at or before the time of
the Annual Meeting, any nominee named in Proposal 1 has become unavailable for
any reason, the proxiesProxies will be authorized to vote for a substitute nominee. On
such other matters as may come before the meeting, the proxiesProxies will be
authorized to vote in accordance with their best judgment.

Record Date

The close of business on March 12, 2001,19, 2002, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only those shareholders of record on that
date will be eligible to vote on the proposals described herein.

Voting Securities

The Company's voting securities are the shares of its common stock, par
value $1.25 per share, of which 5,741,7835,868,174 shares were issued and outstanding on
December 31, 2001. There were approximately 2,154 holders of record of the
Record Date.Company's common stock on that date.

Voting Procedures; Votes Required for Approval

At the Annual Meeting, each shareholder will be entitled to one vote
for each share held of record on the Record Date on each matter submitted for
voting and, in the election of directors, for each director to be elected. In
accordance with North Carolina law, shareholders

will not be entitled to vote cumulatively in the election of directors. In the
election of directors, the six nominees receiving the highest number of votes
will be elected.

For Proposal 2 to be approved, a majority of the shares represented in
person and by proxy and entitled to vote at the Annual Meeting must be voted in
favor of approval. Abstentions and broker nonvotesnon-votes will have no effect in the
voting on this proposal.

Revocation of Appointment of Proxy

Any shareholder who executes an appointment of proxy has the right to
revoke it at any time before it is exercised by filing with the Secretary of the
Company either an instrument revoking it or a duly executed appointment of proxy
bearing a later date, or by attending the Annual Meeting and announcing his or
her intention to vote in person.

Expenses of Solicitation

The Company will pay the cost of preparing, assembling and mailing this
Proxy Statement. Appointments of proxy also may be solicited personally or by
telephone by the directors, officers and employees of the Company and its
subsidiaries without additional compensation. The Company will reimburse banks,
brokers and other custodians, nominees and fiduciaries for their costs in
sending the proxy materials to beneficial owners.

Authorization to Vote on Adjournment and Other Matters

By signing an appointment of proxy, shareholders will be authorizing
the Proxies to vote in their discretion regarding any procedural motions which
may come before the Annual Meeting. For example, this authority could be used to
adjourn the Annual Meeting if the Company believes it is desirable to do so.
Adjournment or other procedural matters could be used to obtain more time before
a vote is taken in order to solicit additional appointments of proxy or to
provide additional information to shareholders. However, appointments of proxy
voted against the Proposals will not be used to adjourn the Annual Meeting. The
Company does not have any plans to adjourn the meeting at this time, but intends
to do so, if needed, to promote shareholder interests.

Beneficial Ownership of Securities by Directors

As of February 21,December 31, 2001, there were no persons who were known to
management of the Company to beneficially own more than 5% of the Company's
common stock. The following table lists the individual beneficial ownership of
the Company's common stock as of February 21,December 31, 2001, by the Company's current
directors and nominees for director, and by all current directors, nominees and
executive officers of the Company as a group. No current director or executive
officer owned more than 1% of the shares outstanding on February 21,December 31, 2001.
Current directors standing for reelection, new nominees and executive officers
as a group beneficially owned 8.79%8.80% of the shares outstanding or options
exercisable by members of the group on such date.

Amount and
Nature of
Name and Address Beneficial
of Beneficial Owner Ownership /(1, 2)/
- ------------------- ------------------

Charles E. Allen 2,929(3)
Badin, NC

Cynthia H. Beane 22,26022,926(4)
Albemarle, NC

Joe S. Brooks 18,93219,499
Albemarle, NC

Ronald T. Burleson 14,89815,344(5)
Richfield, NC

2Bill C. Burnside, D.D.S. 10,478(6)
Albemarle, NC

Gail C. Burris 1,309(7)
New London, NC

David M. Jones, D.V.M. 2,184
Asheboro, NC

Kyle H. Josey 819
Norwood, NC

B. Franklin Lee 4,370
Norwood, NC

James F. Link, D.V.M. 11,709(8)
New London, NC

Joyce H. Little 1,322
Oakboro, NC

Buren Mullis 32,781
Locust, NC

John P. Murray, M.D. 16,743
Albemarle, NC

Kent E. Newport 3,599(9)
Albemarle, NC

George T. Reaves 8,795
Mt. Gilead, NC

A. James Russell 2,405
Albemarle, NC

Don M. Russell 1,030
Locust, NC

Amount and
Nature of
Name and Address Beneficial
of Beneficial Owner Ownership /(1, 2)/
------------------- ------------------

Bill C. Burnside, D.D.S. 10,175
Albemarle, NC

Gail C. Burris 1,272
New London, NC

David M. Jones, D.V.M. 2,121
Asheboro, NC

Kyle H. Josey 424
Albemarle, NC

James F. Link, D.V.M. 11,370
New London, NC

Joyce H. Little 862
Oakboro, NC

W. Chester Lowder 2,807
Norwood, NC

Buren Mullis 31,827
Locust, NC

John P. Murray, M.D. 16,257
Albemarle, NC

Kent E. Newport 3,496
Albemarle, NC

George T. Reaves 8,539
Mt. Gilead, NC

A. James Russell 2,336
Albemarle, NC

B. A. Smith, Jr. 39,568
Stanfield, NC

Douglas V. Waddell 874
Albemarle, NC

Hugh E. Wallace 51,48258,176
Wadesboro, NC

All current directors 504,914standing
for reelection, new nominees
for director and executive 516,442
officers as a group (21
persons) (3)

3
/(10)/

(1) Except as otherwise noted, to the best knowledge of management of the
Company, the individuals named or included in the group above exercise
sole voting and investment power with respect to all shares shown as
beneficially owned. The calculations of the percentage of class
beneficially owned by each individual are based on a total of 5,741,7835,868,174
shares currently outstanding plus the number of shares capable of being
issued to that individual (if any) within 60 days upon the exercise of
stock options held by that individual (if any).

(2) Includes shares over which the named individual shares voting and
investment power as follows: Ms. BeaneMr. Allen - 21,26626 shares; Mr. Brooks - 7,879
shares; Mr. Burleson - 7428,115
shares; Dr. Burnside - 9,7518,380 shares; Ms. Burris-
424 shares; Mr.Dr. Link - 9,335 shares; Mr. Lowder - 2,3378,741 shares; Dr.
Murray - 12,39212,763 shares; Mr. Newport - 1,980 shares; Mr.J. Russell - 385396 shares; Mr. Smith - 33,918 shares; Mr. Waddell - 20 shares;and Mr. Wallace -
51,48258,176 shares.

(3) Includes a total of 114,214217 shares held by Mr. Allen as to whichcustodian for minor children.

(4) Includes 21,903 shares held by Ms. Beane as independent trustee for the
persons included in the
group exercise sole votingRaymond J. Miller Charitable Remainder Unitrust.

(5) Includes 764 shares held by Mr. Burleson's spouse.

(6) Includes 1,267 shares held by Dr. Burnside as custodian for minor child
and investment power, and 152,441395 shares held by Dr. Burnside's spouse.

(7) Includes 436 shares held by Ms. Burris' spouse.

(8) Includes 873 shares held by Dr. Link's spouse.

(9) Includes 2,038 shares held by Mr. Newport as to
which such power is shared. Also includescustodian for minor
children.

(10) Includes an aggregate of 236,051266,347 shares which executive officers
included in the group could purchase under stock options exercisable
within 60 days and 2,2084,196 shares granted under the Uwharrie Capital Corp
Stock Ownership Plan and Trust (the "ESOP").

Reports of Changes in Beneficial Ownership

Directors and executive officers of the Company are required by federal law
to file reports with the Securities and Exchange Commission regarding the amount
of and changes in their beneficial ownership of the Company's common stock. To
the knowledge of the management of the Company based upon information supplied
to the Company by the directors and executive officers, all required reports of
directors and executive officers of the Company have been timely filed.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

The Company's Bylaws provide for a Board of Directors composed of 18
members divided into three classes, each consisting of six directors who are
elected to terms of three years. Each year the terms of six directors expire and
six persons are elected as directors for new three-year terms. The Board of
Directors intends to nominate the six persons named below for election by
shareholders at the Annual Meeting as directors of the Company for three-year
terms or until their respective successors are duly elected and qualified.

Year in Which
Positions First Elected/
Position Proposed
with ProposedTerm Principal Occupation
Name and Age Company Term ExpiresExpires(1) and Business Experience For Past Five Years
- ------------ ------- ---------------------- -------------------------------------------

Bill C. Burnside, D.D.S.Charles E. Allen -- New Nominee Consultant, Penta Engineering, Charlotte, NC,
(57) 2005 2001-Present; Operations Manager, Alcoa Power
Generating, Inc., Knoxville, TN, 1998-2001; Chief
Power Dispatcher, Yadkin, Inc., Badin, NC, 1972-1998

Cynthia H. Beane Director 1998/2004 Bill Burnside, D.D.S.,1996/2005 Cynthia H. Beane, CPA, Albemarle, NC (51) (dentistry)

Gail C. Burris(certified
(53) public accountant)

Kyle H. Josey Director 1998/20041999/2005 Owner, Josey & Josey Accountants, Albemarle, NC
(50) (accounting services)

B. Franklin Lee -- New Nominee Owner, Franklin Lee Farm, Norwood, NC (cotton,
(50) 2005 grain, and Manager, Rosebriar Restaurant,
(46) Albemarle, NC

Year in Which
Positions First Elected/
with Proposed Principal Occupation
Name and Age Company Term Expires and Business Experience For Past Five Years
- ------------ ------- ------------ -------------------------------------------

Davidbeef cattle)

Joyce H. Little Director 1999/2005 Vice President/Secretary/Treasurer, Wiley Little
(59) Drywall, Inc.; Mayor, Oakboro, NC

Don M. Jones, D.V.M. Director 1998/2004 Director, North Carolina Zoological Park,
(56) Asheboro, NC (NC Department of Environment and
Natural Resources)

Buren Mullis Director 1998/2004 Retired; previously, ViceRussell -- New Nominee President, and General
(67) Manager of Sundrop BottlingRusco Fixture Co., Inc., Concord,Oakboro, NC
John P. Murray, M.D. Director 1996/2004 Retired; previously, Physician and owner,
(59) Albemarle Ear, Nose and Throat, Albemarle, NC

Hugh E. Wallace Director New Nominee President, Anson Apparel Company, Wadesboro, NC
(65) 2004 (textile manufacturing); Owner, Anson Apparel III,
Wadesboro, NC (textile manufacturing)2005 (manufacturer of wood fixtures for stores)

(1) The year first elected indicates the year in which each individual was
first elected a director of the Bank of Stanly, Anson Bank & Trust Co., or
the Company, as applicable, and does not reflect breaks in certain of the
named individuals' tenures as directors of the Bank of Stanly, Anson Bank &
Trust Co., or the Company, as applicable.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
---
NOMINEES NAMED ABOVE.

Incumbent Directors

The Company's current Board of Directors includes 12 directors whose terms
will continue after the Annual Meeting. The following table contains information
about those 12 incumbent directors.

Year in Which
PositionsPosition First Elected/
with Current Term Principal Occupation
Name and Age Company Expires /(1)/(1) and Business Experience For The Past Five Years
- ------------------------- ------- ------------- -------------------------------------------------- -----------------------------------------------

Cynthia H. Beane Director 1996/2002 Cynthia H. Beane, CPA, Albemarle, NC (certified
(52) public accountant)
Joe S. Brooks Director 1997/2003 Partner, Brothers Precision Tool Company, Albemarle,
(51)(52) NC (tool and die shop)

Ronald T. Burleson Director 1997/2003 Partner, Thurman Burleson & Sons Farm, Richfield, NC
(51)(52) (farming - cotton and grain); Partner, Rolling Hills
Gin, LLC (cotton gin)

Kyle H. JoseyBill C. Burnside, D.D.S. (52) Director 2000/2002 Owner, Josey & Josey Accountants,1998/2004 Bill Burnside, D.D.S., Albemarle, NC
(49) (accounting services)(dentistry)

Gail C. Burris Director 1998/2004 Owner and Manager, Rosebriar Restaurant,
(47) Albemarle, NC

David M. Jones, D.V.M. Director 1998/2004 Director, North Carolina Zoological Park, Asheboro, NC
(57) (NC Department of Environment and Natural Resources)

James F. Link, D.V.M. Director 1997/2003 Veterinarian and Owner, North Stanly Animal Clinic,
(48)(49) New London, NC (small animal medicine/surgery)

Buren Mullis Director 1998/2004 Retired; previously, Vice President and General
(68) Manager of Sundrop Bottling Co., Inc., Concord, NC

(small animal medicine/surgery)

Year in Which
Positions First Elected/
with Current Term Principal Occupation
NameJohn P. Murray, M.D. Director 1996/2004 Retired; previously, Physician and Age Company Expires /(1)/owner, Albemarle
(60) Ear, Nose and Business Experience For Past Five Years
- ------------ ------- ------------- -------------------------------------------

Joyce H. Little Director 2000/2002 Vice President/Secretary/Treasurer, Wiley Little
(58) Drywall, Inc.; Mayor, Oakboro,Throat, Albemarle, NC

W. Chester Lowder Director 1995/2002 Director of Dairy and Beef Services, Assistant
(52) Director of Natural Resources, North Carolina Farm
Bureau Federation, Raleigh, NC (agricultural service
agency); President, Fork "L" Farm, Inc., Norwood, NC
(farming operation)

Kent E. Newport Director 1997/2003 President, KDC, Inc. DBA Coy's Laundromat, Albemarle,
(40)(41) NC (coin laundry and self-service carwash)

George T. Reaves Director 1997/2003 Retired; previously, Vice President Traffic and
(73)(74) Transportation, Collins & Aikman Corporation,
Albemarle, NC (manufacturer of automotive fabrics,
upholstery, yarns)

A. James Russell Director 1997/2003 Construction Manager, J.T. Russell & Sons, Inc.,
(46)(47) Albemarle, NC (highway heavy utility construction)

B.A. Smith, Jr.Hugh E. Wallace Director 1996/2002 Retired; Stanfield,2001/2004 President, Anson Apparel Company, Wadesboro, NC
previously, Pilot and Base
(67) Commander, United States Air Force

Douglas V. Waddell Director 1995/2002 Retired; previously, Manager, Sears & Roebuck -
(72) Automotive Department, Albemarle,(66) (textile manufacturing); Treasurer, Anson Apparel III,
Wadesboro, NC (retail store)(textile manufacturing)

Director Compensation

For service duringDuring 2001, each director will be paidreceived a fee of $200 for each Board of
Directors meeting attended and $100 for attendance at each meeting of a
committee.

During 1994, the Company adopted a plan under which individual directors
may elect each year to defer receipt of all or a designated portion of their
fees for that year. Amounts so deferred earn interest at rates tied to market
indices selected quarterly by the plan administrators, and such amounts become
payable in the future (in a lump sum or annual installments) as specified by the
director at the time of his or her deferral election. During 2000,2001, Directors
Brooks, Jones, Link, Lowder, Mullis, Reaves, Russell, and RussellWallace deferred
compensation pursuant to such plan.

Meetings and Committees of the Board of Directors

The Board of Directors of the Company held sixeight regular meetings and two
special meetings during 2000.2001. Each current director attended 75% or more of the
aggregate number of meetings of the Board of Directors and of any committees on
which he or she served with the exception of David M. Jones whose absences were
due to prior business commitments.served.

The Company's Board of Directors has several standing committees, including
an Examining Committee and a Personnel/Stock Option Committee, a Nominating Committee, and an Examining
Committee.

Human Resources Committee. In January 2002, the Personnel/Stock Option
Committee changed its name to the Human Resources Committee. The current members
of the Human Resources Committee which performs the functions of the
Compensation Committee are Cynthia H. Beane - Chair, Ronald T. Burleson, Kyle H.
Josey, James F. Link, D.V.M., W. Chester Lowder, and A. James Russell. The Human
Resources Committee is authorized to make recommendations to the Board relating
to total compensation of all officers and to establish personnel policies for
the Company does not have a standingand its subsidiaries. The Human Resources Committee also administers
the Company's stock option plans. The Personnel/Stock Option Committee met once
during 2001.

Nominating Committee. Functions
performed by a nominating committee have been performed byThe current members of the Board of
Directors as a whole who nominatedNominating Committee are
James F. Link - Chair, Bill C. Burnside, D.D.S., Joyce H. Little, and Douglas V.
Waddell. The Nominating Committee recommended the six nominees listed above.above to
the Board of Directors. The Nominating Committee met four times in 2001.
Recommendations of nominee candidates by shareholders for the 20022003 Annual
Meeting should be submitted in writing to the Chief Executive Officer of the
Company by September 30, 2001,2002, and should be accompanied by a statement of each
candidate's qualifications and willingness to serve as a director.

Report of the Examining Committee

The Examining Committee of the Company is responsible for receiving and
reviewing the annual audit report of the Company's independent auditors and
reports of examinations by bank regulatory agencies, and helps formulate,
implement, and review the Company's and its subsidiaries' internal audit
programs. The Examining Committee has a written charter. The Examining Committee
met four times during 2001.

During the course of its examination of the Company's audit process in
2000,2001, the Examining Committee reviewed and discussed the audited financial
statements with management. The Examining Committee also discussed with the
independent auditors, Dixon Odom PLLC, all matters required to be discussed by
the Statement of Auditing Standards No. 61, as amended. Furthermore, the
Examining Committee received from Dixon Odom PLLC disclosures regarding their
independence required by the Independence Standards Board Standard No. 1, as
amended and discussed such information with Dixon Odom PLLC their independence.PLLC.

Based on the review and discussions above, the Examining Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 20002001 for filing with the appropriate regulator. The Examining
Committee met three times during 2000.

The Examining Committee has written a charter which is attached as Exhibit
A.Securities and Exchange Commission.

The Company is not a member of any exchange. However, the Examining
Committee members are "independent" as defined by the Nasdaq listing standards.

The Examining Committee has considered whether the principal accountant's
provision of other non-audit services to the Company is compatible with
maintaining independence of 7
Dixon Odom PLLC. The Examining Committee has
determined that it is compatible with maintaining the independence of Dixon Odom
PLLC.

This report is submitted by the 2001 Examining Committee: George T. Reaves
- - Chair, Joe S. Brooks, -
Chairman, Bill C. Burnside, D.D.S., Gail C. Burris, John P. Murray, M.D., George
T. ReavesHugh E.
Wallace, Anita E. Blair, Bank of Stanly Board Representative, Eugene M. Ward,
Anson Bank & Trust Co. Board Representative, and KentMichael E. Newport.

Personnel/Stock Option Committee.Snyder, The
current members of the
Personnel/Stock Option Committee which performs the functions of the
Compensation Committee are B.A. Smith, Jr. - Chairman, Ronald T. Burleson, Kyle
H. Josey, James F. Link, D.V.M., W. Chester Lowder and A. James Russell. The
Personnel/Stock Option Committee is authorized to consider and make
recommendations to theStrategic Alliance Corporation Board of Directors for action on matters pertaining to
the compensation of executive officers of the Company and its subsidiaries. The
Personnel/Stock Option Committee met four times during 2000.Representative.

Executive Officers

The following table contains information about the current executive
officers of the Company, Anson Bank & Trust Co., the Bank of Stanly and its
subsidiary, The Strategic Alliance Corporation.

Employed
Name and Age Current Positions with Company and/or Subsidiary Employed Since
-
------------ ------------------------------------------------ --------------------

Roger L. Dick Chief Executive Officer of the Company 1983
(49)(51)

Employed
Name and Age Current Positions with Company and/or Subsidiary Since
------------ ------------------------------------------------ -----

Ronald B. Davis President of the Company, President and Chief Executive Officer of 1997
(54) the Bank of Stanly, and President and Chief Executive 1997
(53) Officer of
theAnson Bank of Stanly& Trust Co.

Christy D. Stoner President and Chief Executive Officer of The Strategic Alliance 1991
(36) Alliance(37) Corporation

Executive Compensation

The following table shows for 2001, 2000, 1999, and 19981999 the compensation paid to
or received or deferred by the executive officers of the Company and its direct
and indirect subsidiaries. No other current executive officers received
compensation for the years indicated which exceeded $100,000.

8
SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
-------------------------- ------------------------------------------------- ----------------------
Awards
-------------
All
Other
Compen-
Salary Bonus Options sation
Name and Principal Position Year ($)(1) ($)(2) (#)(3) ($)(4)
- --------------------------- ---- ------------- ----- ------ ------ -----

Roger L. Dick, Chief Executive Officer of the Company 2001 157,833 20,404 -0- 5,100
2000 165,298 49,610 -0- 5,250
1999 135,163 38,258 54,100 4,863

1998 125,500 26,275 9,689 9,142

Ronald B. Davis, President of the Company; President and Chief 2000 158,802 49,5952001 157,833 20,404 -0- 5,2503,300
Executive Officer of the Bank of Stanly and Anson Bank & Trust Co. 2000 158,802 49,595 -0- 5,250
1999 135,163 38,268 72,000 3,010
1998 125,500 20,775 9,688 2,988

Christy D. Stoner, President and Chief Executive Officer of 2001 118,583 14,829 -0- 3,600
The Strategic Alliance Corporation 2000 117,572 34,878 -0- 3,442
Strategic Alliance Corporation 1999 84,167 19,208 69,400 2,584
1998 75,000 6,271 3,000 4,522

(1) Includes amounts deferred at the officers' election pursuant to the
Company's Section 401(k) savings plan.

(2) Includes all cash bonuses received for each year. At the end of each year
the Company's Board of Directors may approve the payment of annual cash
bonuses to individual officers based on the Company's results of operations
and their individual performance during the year. The payment and amounts
of any such bonuses are determined solely by the Company's Board of Directors. In
addition to discretionary cash bonuses, the Company maintained an incentive
plan under which, at the end of each calendar quarter, each of certain
officers and employees could receive a cash bonus (equal to 5.0% of their
quarterly salary) if the Company's financial performance for that quarter
equaled or exceeded budgeted amounts.

(3) The number of shares covered by options increased by 135,015 as a result of a 3% stock
dividend declared in December 1996, a 5% stock dividend in 1997, a 2-for-1
stock split in 1998, and a 3% stock dividenddividends declared in November 1999.1999,
2000, and 2001.

(4) Consists entirely of the Company's contributions on behalf of the executive
officers to the Company's Section 401(k) savings plan.

Stock Options

The following table contains information with respect to stock options
exercised during 20002001 and held at December 31, 20002001 by Roger L. Dick, Ronald B.
Davis and Christy D. Stoner.

AGGREGATED OPTION EXERCISES IN 20002001
AND YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/0001 (#) at 12/31/0001 ($)(1)
---------------------- ----------------------------------------------- ------------------
Shares
Acquired on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -- ----- --- ----------- ------------- ----------- -------------

Roger L. Dick 27,300 78,687 86,253 51,535 145,649 113,67811,575 30,706 118,624 11,484 174,566 3,629
Ronald B. Davis 37,568 73,946 65,037 39,353 43,706 43,9769,674 19,551 82,273 15,285 26,761 4,830
Christy D. Stoner 18,924 55,048 84,721 28,607 141,206 18,881-0- -0- 65,450 14,732 20,918 4,655

(1) Represents the aggregate fair market value at December 31, 20002001 (based on a
trading price of $6.00$5.50 per share) of shares underlying unexercised options
held on that date, minus the aggregate exercise or purchase price of those
shares.

Employee Stock Ownership Plan

On January 1, 1999, the ESOP became effective. Under the ESOP, all
employees who have been employed by the Company or any of its direct or indirect
subsidiaries for one year and attained the age of 18 are eligible to
participate. Pursuant to the ESOP, 224,726 dividend adjusted shares were placed
in trust with Roger L. Dick, Ronald B. Davis, Christy D. Stoner, Lorelei V.
Misenheimer, Jacqueline S. Jernigan and Barbara S. Williams as trustees. In
2000, 12,4852001, 65,000 shares were allocated to employees under the ESOP.

Transactions with Management

The Bank of Stanly, and Anson Bank & Trust CompanyCo., and The Strategic Alliance
Corporation have had, and expect to have in the future, banking transactions in
the ordinary course of business with certain of the directors and executive
officers and their associates of the Company and its direct and indirect
subsidiaries. All loans included in such transactions were made on substantially
the same terms, including interest rates, repayment terms and collateral, as
those prevailing at the time for comparable transactions with other persons, and
do not involve more than the normal risk of collectibility or present other
unfavorable features.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS

The Board of Directors has appointed the firm of Dixon Odom PLLC, Certified
Public Accountants, as the Company's independent accountants for 2001,2002, and a
proposal to ratify that appointment will be submitted for shareholder approval
at the Annual Meeting.

The BankCompany has paid Dixon Odom PLLC fees in connection with its assistance
in the Company's annual audit and review of the Company's financial statements.
Sometimes, the Company engages Dixon Odom PLLC to assist in other areas of
financial planning. The following table sets forth the fees paid to Dixon Odom
PLLC in various categories in 2000.

Category Amount Paid
- -------- -----------

Audit Fees: $50,000

Financial Information System Design and Implementation --
Fees:

All Other Fees: 26,314
-------

Total Fees Paid: $76,3142001.

Category Amount Paid
-------- -----------

Audit Fees: $51,400
Financial Information System Design and Implementation Fees: --
All Other Fees: 25,300
-------
Total Fees Paid: $76,700
=======

A representative of Dixon Odom PLLC is expected to be present at the Annual
Meeting and available to respond to appropriate questions, and will have the
opportunity to make a statement if he desires to do so.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
---
OF THE APPOINTMENT OF DIXON ODOM PLLC AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR 2001.2002.

OTHER MATTERS

The Board of Directors knows of no other business that will be brought
before the Annual Meeting. Should other matters properly be presented for action
at the Annual Meeting, the Proxies, or their substitutes, will be authorized to
vote shares represented by appointments of proxy according to their best
judgment.

PROPOSALS OF SHAREHOLDERS

Any proposal of a shareholder which is intended to be presented at the
Company's 20022003 Annual Meeting must be received by the Company at its main office
in Albemarle, North Carolina, no later than November 17, 2001,2003, to be considered
timely received for inclusion in the proxy statement and appointment of proxy to
be distributed in connection with that meeting. If a proposal for the 20022003
Annual Meeting is not expected to be included in the proxy statement for that
meeting, the proposal must be received by the Company by February 15, 20022003 for
it to be timely received for consideration. The Company will use its
discretionary authority for any proposals received thereafter.

ADDITIONAL INFORMATION

A COPY OF THE COMPANY'S 2000 ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED
WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING UPON
THAT SHAREHOLDER'S WRITTEN REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
TAMARA M. SINGLETARY, SECRETARY, UWHARRIE CAPITAL CORP, 134 NORTH FIRST STREET,
ALBEMARLE, NORTH CAROLINA 28001.

Exhibit A
---------

UWHARRIE CAPITAL CORP
Examining Committee Charter

Organization

There shall be a committee of the Board of Directors to be known as the
Examining Committee. The Examining Committee shall be composed of directors who
are independent of the management of the Company and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as a committee member. Members of
the Examining Committee shall be financially literate or become financially
literate within a reasonable period of time after appointment to the Examining
Committee and at least one member shall have accounting, related financial
management expertise, or other comparable experience or background that results
in the individual's financial sophistication.

Statement of Policy

The Examining Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of the financial reports and other
operating controls of the Company. In so doing, it is the responsibility of the
Examining Committee to maintain free and open means of communication between the
directors, the independent auditors, the internal auditors, the financial
management and other employees of the Company.

Responsibilities

In carrying out its responsibilities, the Examining Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices and other operating controls of the
Company are of high quality and are in accordance with all requirements.

In carrying out these responsibilities, the Examining Committee will:

. Select, evaluate, and where appropriate, replace the independent auditors
to audit the financial statements of the Company and its subsidiaries. In
doing so, obtain disclosures regarding the auditors' independence required
by Independence Standards Board Standard No. 1, as may be modified or
supplemented, and discuss with the auditors the auditors' independence. The
independent auditors are to be accountable to the Board of Directors and
the Examining Committee, as representatives of the shareholders.

. Review the scope of the audit and the audit procedures utilized.

. Review with the independent auditors, the internal auditor and the
Company's financial and accounting personnel the adequacy and effectiveness
of the accounting and financial controls of the Company. Emphasis should be
given to the adequacy of such internal controls to expose any payments,
transactions, or procedures that might be deemed illegal or otherwise
improper.

. Provide sufficient opportunity for the independent auditors to meet with
the members of the Examining Committee without members of management
present. Among the items to be discussed in these meetings are the
independent auditors' evaluation of the Company's financial, accounting,
and auditing personnel, and the cooperation that the independent auditors
received during the course of the audit.

. Be available to the independent auditors during the year for consultation
purposes.

. Discuss with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, as may be modified or
supplemented.

. Review with management and the independent accountants the Company's
financial disclosure documents, including all annual and quarterly
financial statements and reports filed with the Federal Deposit Insurance
Company or sent to stockholders. Following the satisfactory completion of
each year-end review, recommend to the Board the inclusion of the audited
financial statements in the Company's filing on Form 10-KSB. The year-end
review shall include any significant problems and material disputes between
management and the independent accountants and a discussion with the
independent accountants out of management's presence of the quality of the
Company's accounting principles as applied in its financial reporting, the
clarity of the Company's financial disclosures and degree of aggressiveness
or conservatism of the Company's accounting principles and underlying
estimates, and a frank and open discussion of other significant decisions
made by management in, preparing the financial disclosure. With respect to
the independent accountants' reviews of quarterly reports on Form 10-QSB,
communication from the independent accountants may be received on behalf of
the Examining Committee by the Committee Chair, who will report thereon to
the full Examining Committee at its next meeting.

. Review the internal audit function of the Company including the
independence and authority of its reporting obligations, the proposed audit
plans for the coming year, and the coordination of such plans with the
independent auditors.

. Receive reports or summaries of findings from completed internal audits,
together with management responses, and monitor progress of the proposed
internal audit plan, with explanations for any deviations from the original
plan.

. Prepare the reports required by the rules of the applicable regulatory
authorities to be included in the Company's annual proxy statement.

. Submit the minutes of all meetings of the Examining Committee to, or
discuss the matters discussed at each committee meeting with, the Board of
Directors.

. Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

While the Examining Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Examining Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Examining Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations.

REVOCABLE PROXY

UWHARRIE CAPITAL CORP
134 North First Street
Albemarle, North Carolina 28001

APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS

The undersigned hereby appoints Roger L. Dick, Ronald B. Davis and
Christy D. Stoner (the "Proxies"), or any of them, as attorneys and proxies,
with power of substitution, to vote all outstanding shares of the common stock
of Uwharrie Capital Corp (the "Company") held of record by the undersigned on
March 12,
2001,19, 2002, at the Annual Meeting of Shareholders of the Company to be held
at the Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North
Carolina, at 4:7:00 p.m. on April 24, 2001,30, 2002, and at any adjournments thereof:

1. ELECTION OF DIRECTORS: Proposal to elect six directors of the
Company for three year terms or until their successors are
duly elected and qualified.

_____ FOR all nominees listed below _____ WITHHOLD AUTHORITY
(except as indicated otherwise to vote for all nominees
below) listed below

Nominees:

Bill C. Burnside, D.D.S.
Gail C. Burris
DavidCharles E. Allen
Cynthia H. Beane
Kyle H. Josey
B. Franklin Lee
Joyce H. Little
Don M. Jones, D.V.M.
Buren Mullis
John P. Murray, M.D.
Hugh E. WallaceRussell

(Instruction: To withhold authority to vote for one or more nominees,
write that nominee's name on the line provided.)
______________________________________________________________________

2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS:
Proposal to ratify the appointment of Dixon Odom PLLC as the Company's
independent accountants for 2001.2002.

_____ FOR _____ AGAINST _____ ABSTAIN

3. OTHER BUSINESS: The Proxies are authorized to vote the shares
represented by this Appointment of Proxy according to their
best judgment on such other matters as may be presented for action at
the Annual Meeting.

THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY
THE PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE
OF INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED IN PROPOSAL 1 ABOVE AND "FOR" PROPOSAL 2 ABOVE. IF, AT OR
BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 1 FOR ANY
REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS DIRECTORS, THE
PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR NOMINEES. THIS
APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FILING
WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY EXECUTED
APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING
AND REQUESTING THE RIGHT TO VOTE IN PERSON.

Date: _________________________________, 2001

________________________________________(SEAL)_______________________, 2002

______________________________________(SEAL)
(Signature)

________________________________________(SEAL)______________________________________(SEAL)
(Signature, if shares held jointly)

Instruction: Please sign above exactly as your
-------
name
------- appears on this appointment of proxy. Joint
owners of shares should both sign. Fiduciaries or
----
other persons
---- signing in a representative
capacity should indicate the capacity in which
they are signing.

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
------------------------------------------------
PROXY CARD IN THE ENCLOSED ENVELOPE
-----------------------------------