UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

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¨ Soliciting Material Pursuant to §240.14a-12

 

 

Uwharrie Capital Corp

 

(Name of Registrant as Specified In Its Charter)

 

 

  

 

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LOGO

March 28, 2008

Dear Shareholder:

Your Board of Directors is pleased to extend this invitation for you to join our corporate family at the Uwharrie Capital CorpAnnual Meeting of Shareholders on Tuesday, May 13, 2008 at the Stanly County Agri-Civic Center, Albemarle.

¿    Buffet Dinner & Fellowship

4:30 p.m. – 6:00 p.m.

¿    Recognitions

6:00 p.m. – 6:30 p.m.

¿    Business Meeting

6:30 p.m.

Our objective for the Annual Meeting is for us, as a corporate family of associates, directors, and shareholders, to reflect on what has been accomplished by everyone working together and to learn about our company’s future plans.

Enclosed you will find our 2007 Summary Annual Report, Proxy Statement, and blue Appointment of Proxy Sheet. The Summary Annual Report communicates our mission, 2007 highlights, and condensed financial statements in an informative, easy to read format. Complete financial statements and notes are contained in the full Annual Report, which is a part of the Proxy Statement. This document explains the two items to be voted upon at the meeting: (1) Election of Directors, and (2) Ratification of Appointment of Independent Registered Public Accounting Firm.

Remember, we cannot conduct the legal meeting without a majority of votes, and this would cause unnecessary expense to your company.Please vote, sign and return your blue Appointment of Proxy Sheet (votes, dinner reservation and any questions/comments for management) as soon as possible in the enclosed postage-paid envelope to First Citizens Bank in Raleigh, NC, our Stock Transfer Agent, who will be tabulating votes.Our association with First Citizens Bank is strictly for the purpose of stock transfer agent services offered through its Corporate Trust Division. No shareholder account information is shared with other divisions and/or subsidiaries of First Citizens Bank.

Thank you for your continued support as a member of our corporate family.  You are making a difference!  We look forward to seeing youTuesday, May 13, 2008.

Sincerely,

UWHARRIE CAPITAL CORP

Tamara M. Singletary

Executive Vice President

Investor Relations

and Corporate Secretary

Enclosures

P. O. Box 338, Albemarle, NC 28002-0338        Telephone: (704) 982-4415        Fax: (704) 982-4355

www.UwharrieCapitalCorp.com

Uwharrie Capital Corp

132 North First Street

Albemarle, North Carolina 28001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

and

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

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, May 13, 2008
12, 2009

Time:

  4:30 p.m. – 6:00 p.m.  Buffet Dinner & Fellowship
  6:00 p.m. – 6:30 p.m.  Recognitions
  6:30 p.m.  Business Meeting

The purposes of the meeting are:

 

 1.To elect six (6) directors to three (3) year terms;terms and one (1) director to a two (2) year term;

 

 2.To ratify a non-binding shareholder resolution regarding executive compensation;

3.To ratify the appointment of Dixon Hughes PLLC as the Company’s independent registered public accounting firm for 2008;2009; and

 

 34.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.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 or to vote via the internet in order 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.

We have elected to furnish our proxy solicitation materials via U.S. mail and also to notify you of the availability of our proxy materials on the internet. The notice of annual meeting, proxy statement, proxy card and annual report are available at www.uwharrie.com/vote.

 

By Order of the Board of Directors
LOGOLOGO
Roger L. Dick
President and Chief Executive Officer

March 28, 200831, 2009

Uwharrie Capital Corp

132 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 May 13, 2008,12, 2009, at 6:30 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 on or about March 28, 2008April 6, 2009 to shareholders of record as of March 7, 2008.6, 2009.

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, Brendan P. Duffey and Christy D. Stoner. Shares represented by each appointment of proxy which is properly executed, returnedsubmitted by mail or the internet 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 (6)seven (7) nominees for director named in Proposal 1 and “FOR” Proposal 2.Proposals 2 and 3. If, at or before the time of the Annual Meeting, any nominee named in Proposal 1 has become unavailable for any reason, the Proxies will be authorized to vote for a substitute nominee. On such other matters as may come before the meeting, the Proxies will be authorized to vote in accordance with their best judgment.

Record Date

The close of business on March 7, 20086, 2009 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 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 7,409,7727,593,929 shares were outstanding on March 7, 2008.6, 2009. There were approximately 3,4943,499 shareholders of the Company’s common stock on December 31, 2007.2008.

Voting Procedures; Quorum; 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.

A majority of the shares of the Company’s common stock issued and outstanding on the Record Date must be present in person or by proxy to constitute a quorum for the conduct of business at the Annual Meeting.

Assuming a quorum is present, in the case of Proposal 1 below, the six (6)seven (7) nominees receiving the greatest number of votes shall be elected.

In the case of ProposalProposals 2 and 3, for each such proposal to be approved, the number of votes cast for approval must exceed the number of votes cast against the proposal. Abstentions and broker non-votes will have no effect.

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

Unless the Secretary of the Company is instructed otherwise, by signing an appointment of proxy, shareholders will be authorizing the Proxies to vote in their discretion regarding any procedural motions that 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 to establish a quorum or to provide additional information to shareholders. However, appointments of proxy voted against any one of 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, Nominees and Executive Officers

As of March 7, 2008, there were6, 2009, no persons who wereshareholder known to management of the Company to beneficially ownowned more than 5% of the Company’s common stock. stock, except as disclosed in the following table.

2

Name and Address

of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership		Percent
of Class

Uwharrie Capital Corp Employee Stock Ownership Plan and
Trust Albemarle, NC

390,077(1)5.14

(1)Robert O. Bratton, Roger L. Dick, Brendan P. Duffey, David C. Gaskin, Susan B. Gibson, J. Michael Massey, Christy D. Stoner, and Barbara S. Williams serve as trustees for the Uwharrie Capital Corp Stock Ownership Plan and Trust (the “ESOP”).

The following table lists the individual beneficial ownership of the Company’s common stock as of March 7,

2

2008,6, 2009, by the Company’s current directors, nominees for director and executive officers, and by all current directors, nominees and executive officers of the Company as a group. Current directors and executive officers as a group beneficially owned 9.09%14.30% of the Company’s Common Stockcommon stock on such date.

 

Name and Address

of Beneficial Owner

  Amount and
Nature of
Beneficial
Ownership (1)(2)		 Percent
of Class		  Amount and
Nature of
Beneficial
Ownership(1)(2)		 Percent
of Class

W. Stephen Aldridge, III

Albemarle, NC

  2,400(3) 0.03

Robert O. Bratton

Concord, NC

  257  0.00

Joe S. Brooks

Albemarle, NC

  22,396(3) 0.30  23,066(4) 0.30

Ronald T. Burleson

Richfield, NC

  18,315(4) 0.25  18,864(5) 0.25

Bill C. Burnside

Albemarle, NC

  12,875(6) 0.17

Roger L. Dick

Albemarle, NC

  118,816  1.58  109,066  1.42

Brendan P. Duffey

Cary, NC

  49,392  0.66  68,295  0.89

Henry E. Farmer, Sr.

Albemarle, NC

  5,638  0.08  5,806  0.08

Charles F. Geschickter, III

Stanfield, NC

  889  0.01  915  0.01

Thomas M. Hearne, Jr.

Albemarle, NC

  11,840  0.16  12,195  0.16

Charles D. Horne

Wadesboro, NC

  887  0.01

Patricia K. Horton

Concord, NC

  4,674(5) 0.06

Joseph R. Kluttz, Jr.

Albemarle, NC

  7,176  0.10

W.D. “Bill” Lawhon, Jr.

Albemarle, NC

  31,596(6) 0.42

B. Franklin Lee

Norwood, NC

  9,161  0.12

W. Chester Lowder

Norwood, NC

  3,439(7) 0.05

John P. Murray, M.D.

Albemarle, NC

  25,139  0.34

James E. Nance

Albemarle, NC

  37,872(8) 0.51

 

3

Name and Address

of Beneficial Owner

  Amount and
Nature of
Beneficial
Ownership (1)(2)		  Percent
of Class

Emmett S. Patterson

Wadesboro, NC

  1,261  0.02

Timothy J. Propst

  11,302(9) 0.15

Concord, NC

   

Susan J. Rourke

Harrisburg, NC

  3,003  0.04

Donald P. Scarborough

Polkton, NC

  2,301  0.03

John W. Shealy, Jr.

Concord, NC

  4,177  0.06

Michael E. Snyder, Sr.

Albemarle, NC

  73,729  1.00

Douglas L. Stafford

Albemarle, NC

  14,864  0.20

Christy D. Stoner

  129,705(10) 1.73

Albemarle, NC

   

Jimmy L. Strayhorn

Wadesboro, NC

  67,703  0.91

Jeffrey M. Talley

  3,967(11) 0.05

Stanfield, NC

   

Emily M. Thomas

Wadesboro, NC

  2,456  0.03

Barbara S. Williams

  43,582(12) 0.59

Albemarle, NC

   

All current directors, nominees and executive officers as a group

  705,280(13) 9.09

(27 persons)

   

Name and Address

of Beneficial Owner

  Amount and
Nature of
Beneficial
Ownership(1)(2)		  Percent
of Class

Charles D. Horne

Wadesboro, NC

  913  0.01

Patricia K. Horton

Concord, NC

  5,680(7) 0.07

W. Kenneth Huntley

Wadesboro, NC

  3,835  0.05

Joseph R. Kluttz, Jr.

Albemarle, NC

  7,390  0.10

W.D. “Bill” Lawhon, Jr.

Albemarle, NC

  33,444(8) 0.44

Lee Roy Lookabill, Jr.

Wadesboro, NC

  7,348(9) 0.10

W. Chester Lowder

Norwood, NC

  3,541(10) 0.05

Barry S. Moose

Mt. Pleasant, NC

  3,314(11) 0.04

James E. Nance

Albemarle, NC

  38,796(12) 0.51

Emmett S. Patterson

Wadesboro, NC

  1,298  0.02

Timothy J. Propst

Concord, NC

  11,639(13) 0.15

Susan J. Rourke

Harrisburg, NC

  3,092  0.04

Donald P. Scarborough

Polkton, NC

  9,262(14) 0.12

John W. Shealy, Jr.

Concord, NC

  4,302  0.06

Michael E. Snyder, Sr.

Albemarle, NC

  84,401  1.11

Douglas L. Stafford

Albemarle, NC

  15,309  0.20

Christy D. Stoner

Albemarle, NC

  134,828(15) 1.75

4

Name and Address

of Beneficial Owner

  Amount and
Nature of
Beneficial
Ownership(1)(2)		  Percent
of Class

Jimmy L. Strayhorn

Wadesboro, NC

  70,483  0.92

Jeffrey M. Talley

Stanfield, NC

  5,001(16) 0.07

Emily M. Thomas

Wadesboro, NC

  2,529  0.03

Edward B. Tyson

Kannapolis, NC

  6,869(17) 0.09

Barbara S. Williams

Albemarle, NC

  37,494(18) 0.49

All current directors, nominees and executive officers

as a group (32 persons)

  1,134,584(19) 14.30

 

(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 7,409,7727,593,929 shares outstanding on March 7, 20086, 2009 plus the number of shares capable of being issued to that individual (if any) within 60 days of March 7, 20086, 2009 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: Mr. Brooks – 9,1929,467 shares; Mr. Burnside – 11,860 shares; Mr. Duffey – 1,0601,091 shares; Mr. Farmer – 9721,001 shares; Mr. Geschickter – 889915 shares; Ms. Horton – 106108 shares; Mr. Huntley – 3,835 shares; Mr. Lawhon – 546562 shares; Mr. LeeLookabill – 1,4313,914 shares; Mr. Lowder – 2,2182,284 shares; Dr. MurrayMr. Moose – 25,139243 shares; Mr. Nance – 6,157 shares andshares; Ms. Rourke – 1,9512,009 shares and Mr. Talley – 528 shares.

 

4

(3)Includes 1,059 shares held by Mr. Aldridge as custodian for minor child.

(4)Includes 318327 shares held by Mr. Brooks’ adult child.

(4)(5)Mr. Burleson disclaims beneficial ownership as to 2,7472,829 shares owned by an adult child.

(5)(6)Includes 1,936482 shares owned by Mr. Burnside’s spouse.

(7)Includes 1,994 shares held by Ms. Horton’s spouse and 165168 shares held by Ms. Horton’s spouse as custodian for grandchildren.

(6)(8)Includes 118121 shares held by Mr. Lawhon as custodian for a grandchild.

(7)(9)Includes 6471,521 shares held by Mr. Lookabill as custodian for grandchildren.

(10)Includes 666 shares held by Mr. Lowder’s adult child.

(8)(11)Includes 6,3113,071 shares owned by Mr. Moose’s spouse and father-in-law jointly.

5

(12)Includes 6,500 shares held by Mr. Nance’s spouse and 18,93319,500 shares held by Mr. Nance as custodian for his children.

(9)(13)Includes 516530 shares held by Mr. Propst as custodian for children and 2,1052,168 shares held by Mr. Propst’s spouse.

(10)(14)Includes 3,9026,892 shares held by Mr. Scarborough’s mother, for whom he is Power of Attorney.

(15)Includes 4,019 shares held by Ms. Stoner as custodian for a minor child.

(11)(16)Includes 862887 shares held by Mr. Talley’s spouse.

(12)(17)Includes 6285,293 shares held by Mr. Tyson’s spouse.

(18)Includes 646 shares held by Ms. Williams’ spouse.

(13)(19)Includes an aggregate of 352,078339,972 shares that directors or executive officers included in the group could purchase under stock options exercisable within 60 days of March 7, 2008.6, 2009. Also includes 390,077 shares held by the ESOP for which Robert O. Bratton, Roger L. Dick, Brendan P. Duffey, David C. Gaskin, Susan B. Gibson, J. Michael Massey, Christy D. Stoner, and Barbara S. Williams serve as trustees for the Uwharrie Capital Corp Stock Ownership Plan and Trust (the “ESOP”).exercise voting rights.

Section 16(a) Beneficial Ownership Reporting Compliance

Directors and executive officers of the Company are required by federal law to file reports with the Securities and Exchange Commission (“SEC”) 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.filed with the exception of an initial report of beneficial ownership (Form 3) for director Barry S. Moose who was appointed by the Board of Directors in December to fill an unexpired term.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

The Company’s Bylaws provide for a Board of Directors composed of eighteen (18) members divided into three classes, each consisting of six (6) directors who are elected to terms of three (3) years. Each year the terms of six (6) directors expire and six (6) persons are elected as directors for new three (3) year terms. The Board of Directors has nominated the six (6) persons named in the following table for election by shareholders at the Annual Meeting as directors of the Company for three (3) year terms and one (1) person for a two (2) year term or, in each case, until their respective successors are duly elected and qualified.

 

56

Name and Age

  

Position


with


Company

 

Year


First Elected/


Proposed


Term Expires(1)

    

Principal Occupation

and Business Experience

for the Past Five Years

Joe S. Brooks

(58)

Director1997/2011Owner and Manager, Brothers Precision Tool Company, Albemarle, NC (tool and dye machine shop)

Ronald T. BurlesonThree-Year Terms

W. Stephen Aldridge, III

(58)(35)

  Nominee 1997/2011Partner, Thurman Burleson & Sons Farm (cotton and grain farming operation and partner in cotton gin)

Charles F. (“Tad”) Geschickter, III

(45)

Director2005/20112006/2012    President, and Chief Executive Officer, ST Motorsports,Stanly Funeral Home, Inc.; JTG Racing, Inc.; Wood/JTG Racing, Inc.

W. Chester Lowder

(59)

Director1995/2011Director of Livestock Program, Public Policy Division, North Carolina Farm Bureau Federation, Incorporated

John P. Murray, M.D.

(66)

Director1996/2011Retired; previously, Physician and Owner, Albemarle Ear, Nose and Throat,, Albemarle, NC

Susan J. RourkeBill C. Burnside

(62)(59)

Nominee1998/2012Owner, Bill C. Burnside, DDS, Albemarle, NC

W. Kenneth Huntley

(60)

Nominee2000/2012President, Huntley Oil & Gas Co., Inc., Wadesboro, NC

Joseph R. Kluttz, Jr.

(70)

  Director 2003/20112005/2012    President, U.S. Land Management Co.Albemarle Insurance Agency, Inc., Harrisburg,Albemarle, NC

Lee Roy Lookabill, Jr.

(60)

Nominee2003/2012

President, Anson Real Estate and Insurance Company, Inc.

Wadesboro, NC

Edward B. Tyson

(68)

Nominee2003/2012Retired; previously, Kannapolis City Schools Superintendent, Kannapolis, NC

Two-Year Term

Barry S. Moose

(46)

Director(2)2008/2011Division Engineer, North Carolina Department of Transportation, Albemarle, NC

 

(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., Cabarrus Bank & Trust Company or the Company, as applicable and does not reflect any break(s) in the named individuals’ tenures as directors of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable.

(2)Mr. Moose was appointed to the Board of Directors on December 16, 2008 to fill a vacancy resulting from the death of Dr. John P. Murray in July, 2008.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1 ABOVE.

Incumbent Directors

The Company’s current Board of Directors includes twelve (12)eleven (11) directors whose terms will continue after the Annual Meeting. The following table contains information about those twelve (12)eleven (11) incumbent directors.

 

7

Name and Age

  

Position


with


Company

    

Year


First Elected/


Current Term


Expires(1)

    

Principal Occupation

and Business Experience

for the Past Five Years

Joe S. Brooks

(59)

Director1997/2011Owner and Manager, Brothers Precision Tool Company, Albemarle, NC (tool and dye machine shop)

Ronald T. Burleson

(59)

Director1997/2011Partner, Thurman Burleson & Sons Farm, Richfield, NC (cotton and grain farming operation and partner in cotton gin)

Henry E. Farmer, Sr.

(74)(75)

  Director    2006/2010    Retired; previously, President and Owner, Henry E. Farmer, Inc., Albemarle, NC (chemical specialty business)

Charles F. (“Tad”) Geschickter, III

(46)

Director2005/2011President and Chief Executive Officer, ST Motorsports, Inc; JTG Racing, Inc., Harrisburg, NC

Thomas M. Hearne, Jr.

(57)(58)

  Director    2004/2010    Geopavement Engineer, North Carolina Department of Transportation, Harrisburg, NC

Charles D. Horne

(56)(57)

  Director    2007/2010    President, Hornwood, Inc., Lilesville, NC

6

Name and Age

Position

with

Company

Year

First Elected/

Current Term

Expires(1)

Principal Occupation

and Business Experience

for the Past Five Years

Joseph R. Kluttz, Jr.

(69)

Director2005/2009President, Albemarle Insurance Agency, Inc.

James E. NanceW. Chester Lowder

(56)(60)

  Director    1984/2009President, Confederate Motors, Inc., Albemarle, NC

Emmett S. Patterson

(70)

1995/2011		    Director2000/2009Retired General Manager and Executive Vice President, Pee Dee Electric Membership Corporation, Wadesboro, of Livestock Program, Public Policy Division, North Carolina Farm Bureau Federation, Incorporated, Raleigh, NC

Timothy J. Propst

(47)(48)

  Director    2003/2010    Executive Vice President, Propst Construction Co., Inc., Concord, NC (utilities and soil stabilization construction)

Susan J. Rourke

(63)

Director2003/2011President, U.S. Land Management Co., Harrisburg, NC

Donald P. Scarborough

(56)(57)

  Director    2004/2010    

President and Owner, Plank Road Realty, Inc.,

Wadesboro, NC

John W. Shealy, Jr.

(57)(58)

  Director    2003/2010    President, Capital Concrete Co., Lexington, SC

Michael E. Snyder, Sr.

(67)

Director1984/2009Vice President, EJS & Sons, LLC, Albemarle, NC

Douglas L. Stafford

(55)

Director2003/2009Principal, Griffin Stafford, LLC, Concord, NC (real estate development)

Emily M. Thomas

(61)

Director2000/2009Vice President of Administration and Finance, CMH Flooring Products, Inc., Wadesboro, NC

 

(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., Cabarrus Bank & Trust Company or the Company, as applicable, and does not reflect any break(s) in certain of the named individuals’ tenures as directors of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable.

8

Director Independence

Each member of the Company’s Board of Directors and each nominee for election to the Board is “independent” as defined by NASDAQ listing standards and by the rules and regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). In making this determination the Board considered any material insider transactions between directors or nominees for director and the Company or its subsidiaries. All such transactions were conducted at arm’s length upon terms no less favorable than those that would be available from an independent third party.

7

Director Relationships

No director is a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940.

Meetings and Committees of the Board of Directors

The Board of Directors of the Company held eight (8) regular meetings during 2007.2008. Each 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, except Messrs. Farmer Lee,and Lowder Patterson and Scarborough and Mss. Rourke and Thomas, each of whom attended fewer than 75% due to prior business commitments.

It is the policy of the Company that directors attend each annual meeting and any special meetings of the Company’s shareholders. Fifteen (15)Fourteen (14) of the Company’s eighteen (18) directors attended the 20072008 annual meeting of shareholders.

The Company’s Board of Directors has several standing committees, including a Human Resources (Compensation) Committee, a Nominating Committee and an Examining (Audit) Committee.

Human Resources Committee. The current members of the Human Resources Committee, which performs the functions of a compensation committee, are Emily M. ThomasJoe S. Brooks – Chair, Henry E. Farmer, Sr., Charles F. Geschickter, III, B. Franklin Lee, W. Chester Lowder, Timothy J. Propst, Susan J. Rourke, and Donald P. Scarborough.Scarborough and Emily M. Thomas. All members of the Human Resources Committee are independent directors. The Human Resources Committee reviews the compensation process for the Company and its subsidiaries to ensure it is consistent with corporate and board policy. The Human Resources Committee serves as the catalyst for the development of compensation related recommendations for all officers of the Company and its subsidiaries and meets with representatives of the Company and each subsidiary to develop recommendations and input into the overall budget process for the Company. Each individual Board of Directors is ultimately responsible for final decisions pertaining to compensation,compensation; however, this Committee makes recommendations to the various Boards based upon overall Company policy. The Human Resources Committee met five (5)four (4) times during 2007.2008.

9

The Human Resources Committee meets on an as needed basis to review the salaries and compensation programs required to attract and retain the Company’s executive officers and those of its subsidiaries. The Committee participates in the budget process by recommending salary levels for executive and senior officers to be approved by the respective Boards of Directors of the Company and its subsidiaries. The Committee makes recommendations to each of the Boards of Directors regarding the compensation of executive and senior officers with the respective Boards of Directors ultimately determining such compensation. The salary of each of the Company’s executive and senior officers is determined based upon the officer’s experience, managerial effectiveness, contribution to the Company’s overall profitability, maintenance of regulatory compliance standards and professional leadership. The Committee also compares the compensation

8

of the Company’s executive and senior officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Company’s market area and appropriate state and national salary data. The Human Resources Committee has adopted a formal charter which is reviewed at least annually for adequacy and which was included asExhibit A to the proxy statement for the 2007 Annual Meeting.

Nominating Committee. The current members of the Nominating Committee are James E. Nance – Chair, Ronald T. Burleson, Charles D. Horne, W. Chester Lowder, John P. Murray, Emmett S. Patterson, Timothy J. Propst, and Susan J. Rourke.Rourke, Donald P. Scarborough, Douglas L. Stafford; and Emily M. Thomas. The Nominating Committee recommended the six (6) nominees for election to the Board of Directors. The Nominating Committee met two (2)three (3) times during 2007. The Nominating Committee has adopted a formal charter, which is reviewed at least annually for adequacy and which was included asExhibit B to the proxy statement for the 2007 Annual Meeting.2008.

Recommendations of nominee candidates by shareholders for the 20092010 Annual Meeting should be submitted in writing to the Chief Executive Officer of the Company by December 1, 2008,2009, and should be accompanied by a statement of each candidate’s qualifications and willingness to serve as a director. In order to stand for election to the Board of Directors, nominees must have economic, business or residential ties to one or more of the Company’s market areas and must be in compliance with the Company’s Policy Statement and Guidelines for Uwharrie Capital Corp Stock Ownership by Directors. A copy of the Policy Statement may be obtained free of charge upon written request made to the Secretary of the Company.

Examining Committee.The current members of the Examining Committee are John W. Shealy, Jr. – Chair, Joe S. Brooks, Ronald T. Burleson, Thomas M. Hearne, Charles D. Horne and Joseph R. Kluttz, Jr.Additionally, Anita E. Blair, Eugene M. WardEmmett S. Patterson, W. Stephen Aldridge, III, and Estus B. White, who are directors of Bank of Stanly, Anson Bank & Trust Co., Bank of Stanly and Cabarrus Bank & Trust Company, respectively, also serve as members of the Committee. The members of the Examining Committee are both “independent” and “financially literate” under applicable standards. The Board of Directors has determined that John W. Shealy, Jr., a member of the Examining Committee, meets the requirements of the SEC for qualification as an “audit committee financial expert.” An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that are of the same level of complexity that can be expected in the reporting company’s financial statements, or experience supervising people engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions. The Examining Committee has adopted a formal charter which is reviewed at least annually for adequacy and which is included asExhibit A to this proxy statement.

10

The Examining Committee met five (5)seven (7) times in 2007.2008. The Report of the Examining Committee is included on page 1720 of this proxy statement.

9

Director Compensation

During 2007,2008, each director received a fee of $200 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee. Beginning in July of 2008, directors began receiving a travel allowance for meetings attended.

On March 1, 1994, the Company established a Directors’ Deferred Compensation Plan in accordance with the laws of the State of North Carolina under which each director could elect to defer receipt of fees for services rendered to the Company as a director during the term of his or her service by entering into a written deferred compensation election. This plan was closed to new participants in 2001; subsequently, only one director continuescontinued to defer receipt of fees under the plan.plan during 2008. As of December 31, 2008 this plan was terminated.

DIRECTOR COMPENSATION TABLE

 

Name

  Fees Earned
or
Paid in Cash		  Stock
Awards		  Option
Awards		  All Other
Compensation		  Total  Fees Earned
or
Paid in Cash		  Stock
Awards		  Option
Awards		  All Other
Compensation(5)		  Total

Joe S. Brooks

  $2,100  —    —    —    $2,100  $2,500  —    —    $80  $2,580

Ronald T. Burleson(1)

   1,200  —    —     70   1,270

Henry E. Farmer, Sr.

   1,400  —    —    —     1,400   800  —    —     30   830

Charles F. Geschickter, III

   1,400  —    —    —     1,400   1,500  —    —     40   1,540

Thomas M. Hearne, Jr.

   2,100  —    —    —     2,100   2,500  —    —     100   2,600

Charles D. Horne(1)

   1,100  —    —    —     1,100

Charles D. Horne

   2,000  —    —     225   2,225

Joseph R. Kluttz, Jr.

   1,700  —    —    —     1,700   1,900  —    —     80   1,980

B. Franklin Lee

   1,200  —    —    —     1,200

B. Franklin Lee(2)

   600  —    —     —     600

W. Chester Lowder

   1,600  —    —    —     1,600   1,400  —    —     30   1,430

John P. Murray, M.D.

   2,600  —    —    —     2,600

Barry S. Moose(3)

   —    —    —     —     —  

John P. Murray, M.D.(4)

   1,200  —    —     —     1,200

James E. Nance

   2,100  —    —    —     2,100   2,300  —    —     70   2,370

Emmett S. Patterson

   1,300  —    —    —     1,300   1,700  —    —     180   1,880

Timothy J. Propst

   1,800  —    —    —     1,800   2,100  —    —     150   2,250

Susan J. Rourke

   1,200  —    —    —     1,200   1,600  —    —     120   1,720

Donald P. Scarborough

   1,500  —    —    —     1,500   1,800  —    —     180   1,980

John W. Shealy, Jr.

   1,700  —    —    —     1,700   1,600  —    —     210   1,810

Michael E. Snyder, Sr.

   2,900  —    —    —     2,900   3,400  —    —     110   3,510

Douglas L. Stafford

   1,400  —    —    —     1,400   1,600  —    —     180   1,780

Emily M. Thomas

   1,400  —    —    —     1,400   2,000  —    —     270   2,270

Hugh E. Wallace(2)

   700  —    —    —     700

 

(1)Mr. HorneBurleson joined the Board of Directors effective May 8, 2007.13, 2008.

(2)Mr. Wallace’sLee’s term as a member of the Board of Directors expired effective May 8, 2007.13, 2008.

(3)Mr. Moose was appointed to the Board of Directors on December 16, 2008 to fill a vacancy.

(4)Dr. Murray’s term as a member of the Board of Directors ended on July 30, 2008 as a result of his death.

(5)Beginning in July 2008 directors received a travel allowance for attendance at Board of Directors and committee meetings.

 

1011

Executive Officers

The following table contains information about the executive officers of the Company and its direct and indirect subsidiaries.

 

Name and Age

  

Positions with the Company

and/or Subsidiary and Prior Experience

  

Employed


Since

Roger L. Dick

(56)(57)

  President and Chief Executive Officer, Uwharrie Capital Corp  1983

Brendan P. Duffey

(59)(60)

  Executive Vice President and Chief Operating Officer, Uwharrie Capital Corp; formerly, Vice President and General Manager, Global Knowledge Network, Inc., 1999-2004  2004

Robert O. Bratton

(60)

Chief Financial Officer, Uwharrie Capital Corp; formerly, Executive Vice President and Chief Administrative Officer FNB United 2006-2007; Executive Vice President and Chief Financial Officer, First Charter Corp., 1974 – 20052008

Barbara S. Williams

(64)(65)

  Executive Vice President and Controller, (Principal Financial Officer), Uwharrie Capital Corp  1995

Christy D. Stoner

(43)(44)

  President and Chief Executive Officer of The Strategic Alliance Corporation and BOS Agency, Inc.; Chief Executive Officer, Strategic Investment Advisors, Inc.; Executive Vice President of Marketing, Uwharrie Capital Corp  1991

Jeffrey M. Talley

(35)

President, Strategic Investment Advisors, Inc.1997

W. D. “Bill” Lawhon, Jr.

(56)(57)

  President and Chief Executive Officer, Bank of Stanly; formerly, Senior Vice President, First Citizens Bank, 1990-2002  2002

Jimmy L. Strayhorn

(64)(65)

  President and Chief Executive Officer, Anson Bank & Trust Co.; formerly, Vice President and Regional Executive, BB&T, 1975-2002  2002

Patricia K. Horton

(56)(57)

  President and Chief Executive Officer, Cabarrus Bank & Trust Company; formerly, Senior Vice President, First Charter Bank, 1972-2004  2004

Jeffrey M. Talley

(34)

President, Strategic Investment Advisors, Inc.1997

Executive Compensation

The following Summary Compensation Table shows all cash and non-cash compensation paid to or received or deferred by Roger L. Dick, Brendan P. Duffey, Robert O. Bratton, Barbara S. Williams, Christy D. Stoner, Jeffrey M. Talley, W.D. “Bill” Lawhon, Jr., Jimmy L. Strayhorn and Patricia K. Horton and Jeffrey M. Talley (the “Named Executive Officers”) for services rendered in all capacities during the fiscal years ended December 31, 20072008 and 2006.2007. Compensation paid to the Named Executive Officers consisted of cash salary, bonus, equity compensation in the form of incentive stock option awards, 401(k) matching contributions, insurance premiums paid on behalf of each of the Named Executive Officers, commission-based compensation and certain perquisites. The table below summarizes the dollar amounts of each element of compensation and for incentive stock options, the expense recognized by the Company pursuant to Statement of Financial Accounting Standards No. 123, as revised. None of the Named Executive Officers received perquisites in an aggregate amount exceeding $10,000 during the fiscal years ended December 31, 20072008 or 2006.2007.

 

1112

SUMMARY COMPENSATION TABLE

 

Name and Principal Position

  Year  Salary(1)  Bonus  Option
Awards(2)		  Non-Equity
Incentive Plan
Compensation(3)		  Nonqualified
Deferred
Compensation
Earnings		  All Other
Compensation(4)		  Total

Roger L. Dick, President and Chief Executive Officer of the Company

  2007

2006

  $

 

230,170

222,400

  $

 

34,000

13,000

  —  

—  

  $

 

11,508

11,120

  $

 

38,969

38,100

  $

 

14,564

13,242

  $

 

329,212

297,862

Brendan P. Duffey, Executive Vice President and Chief Operating Officer of the Company

  2007

2006

   

 

210,002

202,920

   

 

29,000

13,000

  —  

—  

   

 

10,500

10,146

   

 

49,250

—  

   

 

13,972

11,672

   

 

312,724

237,738

Barbara S. Williams, Executive Vice President and Controller of the Company (Principal Financial Officer)

  2007

2006

   

 

93,832

90,549

   

 

5,800

5,000

  —  

—  

   

 

4,717

4,527

   

 

—  

—  

   

 

6,204

5,349

   

 

110,553

105,425

Christy D. Stoner, President and Chief Executive Officer of The Strategic Alliance Corporation and BOS Agency, Inc.; Chief Executive Officer, Strategic Investment Advisors, Inc.; Executive Vice President of Marketing of the Company

  2007

2006

   

 

141,159

140,780

   

 

8,500

8,500

  —  

—  

   

 

7,058

7,039

   

 

11,458

5,029

   

 

56,744

8,562

   

 

224,919

169,910

W. D. “Bill” Lawhon, Jr., President and Chief Executive Officer, Bank of Stanly

  2007

2006

   

 

128,891

123,202

   

 

8,500

—  

  —  

—  

   

 

6,445

6,162

   

 

—  

—  

   

 

8,517

6,999

   

 

152,353

136,363

Jimmy L. Strayhorn, President and Chief Executive Officer, Anson Bank & Trust Co.

  2007

2006

   

 

107,028

103,427

   

 

4,200

5,000

  —  

—  

   

 

5,351

5,171

   

 

13,348

8,719

   

 

7,317

6,206

   

 

137,244

128,523

Patricia K. Horton, Chief Executive Officer, Cabarrus Bank & Trust Company

  2007

2006

   

 

122,543

118,411

   

 

11,450

8,000

  —  

—  

   

 

6,433

5,921

   

 

—  

—  

   

 

8,015

6,929

   

 

148,441

139,261

Jeffrey M. Talley, President, Strategic Investment Advisors, Inc.

  2007   81,344   5,800  —     4,097   —     68,326   159,567

Name and

Principal Position

YearSalary(2)BonusOption
Awards(3)		Non-Equity
Incentive Plan
Compensation(4)		Nonqualified
Deferred
Compensation
Earnings		All Other
Compensation(5)		Total

Roger L. Dick,

President and Chief Executive Officer of the Company

2008

2007

2006

$

236,206

230,170

222,400

$

35,000

34,000

13,000

—  

—  

—  

$

5,838

11,508

11,120

$

125,000

38,969

38,100

$

21,459

14,565

13,242

$

423,503

329,212

297,862

Brendan P. Duffey,

Executive Vice President and Chief Operating Officer of the Company

2008

2007

2006


215,509

210,002

202,920


32,000

29,000

13,000

—  

—  

—  


5,326

10,500

10,146


98,500

49,250

—  


16,404

13,972

11,672


367,739

312,724

237,738

Robert O. Bratton(1)

Chief Financial Officer

of the Company

2008

2007

2006


27,000

—  

—  


—  

—  

—  

—  

—  

—  


—  

—  

—  


—  

—  

—  


193

—  

—  


27,193

—  

—  

Barbara S. Williams,

Executive Vice President and Controller of the Company (Principal Financial Officer)

2008

2007

2006


96,296

93,832

90,549


6,000

5,800

5,000

—  

—  

—  


2,480

4,717

4,527


—  

—  

—  


6,573

6,204

5,349


111,349

110,553

105,425

Christy D. Stoner,

President and Chief Executive Officer of The Strategic Alliance Corporation and BOS Agency, Inc.; Chief Executive Officer, Strategic Investment Advisors, Inc.; Executive Vice President of Marketing of the Company

2008

2007

2006


144,453

141,159

140,780


10,000

8,500

8,500

—  

—  

—  


3,670

7,058

7,039


43,300

11,458

5,029


50,539

56,744

8,562


251,962

224,919

169,910

Jeffrey M. Talley,

President, Strategic Investment Advisors, Inc.

2008

2007

2006


81,344

81,344

—  


8,500

5,800

—  

—  

—  

—  


2,034

4,097

—  


—  

—  

—  


90,964

68,326

—  


182,842

159,567

—  

W. D. “Bill” Lawhon, Jr.,

President and Chief Executive Officer, Bank of Stanly

2008

2007

2006


132,271

128,891

123,202


8,500

8,500

—  

—  

—  

—  


3,299

6,445

6,162


—  

—  

—  


17,819

8,517

6,999


161,889

152,353

136,363

Jimmy L. Strayhorn,

President and Chief Executive Officer, Anson Bank & Trust Co.

2008

2007

2006


109,834

107,028

103,427


7,000

4,200

5,000

—  

—  

—  


2,715

5,351

5,171


117,000

13,348

8,719


9,696

7,317

6,206


264,275

137,244

128,523

Patricia K. Horton,

President and Chief Executive Officer, Cabarrus Bank & Trust Company

2008

2007

2006


125,757

122,543

118,411


6,500

11,450

8,000

—  

—  

—  


3,108

6,433

5,921


—  

—  

—  


12,964

8,015

6,929


148,329

148,444

139,261

 

(1)Mr. Bratton was appointed as Chief Financial Officer of the Company on October 22, 2008.

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

13

(2)(3)Calculated in accordance with FAS 123R. The assumptions used in estimating the fair value of options are set forth in note 15 to the Company’s audited consolidated financial statements at December 31, 2008.

(3)(4)The Company maintained an incentive plan under which, at the end of each calendar quarter, each of certain officers and employees are eligible to 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.

(4)(5)Includes 401(k) matching contributions and the dollar value of certain insurance premiums paid on behalf of the named officers for group term life and disability insurance. Also includes Company contributions allocated to each of the officers under the Company’s Employee Stock Ownership Plan and, to the extent applicable, payments made pursuant to commission or revenue sharing arrangements. Total perquisites did not exceed $10,000 for any of the Named Executive Officers.

12

Stock Options and Incentives

At the 2006 Annual Meeting, the shareholders of the Company approved the Uwharrie Capital Corp 2006 Incentive Stock Option Plan. The 2006 Incentive Stock Option Plan provides for the issuance of up to 162,458154,971 shares (as adjusted for stock dividends) of the Company’s common stock to officers and other full-time “key employees” of the Company and its subsidiaries upon the exercise of incentive stock options meeting the qualifications of Section 422 of the Internal Revenue Code.

The Shareholders also approved the Uwharrie Capital Corp 2006 Employee Stock Purchase Plan at the 2006 Annual Meeting. The Employee Stock Purchase Plan provides for the grant of purchase options of up to 100,227103,234 shares of the Company’s common stock upon the exercise of purchase options meeting the qualifications of Section 423 of the Internal Revenue Code.

No incentive stock options or purchase options were granted to the Named Executive Officers during 2007.2007 and 2008.

14

The following table sets forth information regarding estimated future payouts under the Company’s quarterly incentive plan.

GRANTS OF PLAN BASED AWARDS

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

 

Name

  Grant Date  Threshold  Target  Maximum  All other
Stock
Awards;
Number
of Shares
of Stock
or Units		  All other
Option
Awards;
Number of
Securities
Underlying
Options		  Exercise or
Base Price
of
Option
Awards		  Grant Date  Threshold  Target  Maximum  All other
Stock
Awards;
Number
of Shares
of Stock
or Units		  All other
Option
Awards;
Number of
Securities
Underlying
Options		  Exercise or
Base Price
of Option
Awards

Roger L. Dick

  —    —    $11,508  —    —    —    —    —  —  $5,838  —  —  —  —

Brendan P. Duffey

  —    —     10,500  —    —    —    —    —  —   5,326  —  —  —  —

Robert O. Bratton

  —  —   —    —  —  —  —

Barbara S. Williams

  —    —     4,692  —    —    —    —    —  —   2,480  —  —  —  —

Christy D. Stoner

  —    —     7,058  —    —    —    —    —  —   3,670  —  —  —  —

Jeffrey M. Talley

  —  —   2,034  —  —  —  —

W.D. “Bill” Lawhon, Jr.

  —    —     6,445  —    —    —    —    —  —   3,299  —  —  —  —

Jimmy L. Strayhorn

  —    —     5,351  —    —    —    —    —  —   2,715  —  —  —  —

Patricia K. Horton

  —    —     6,127  —    —    —    —    —  —   3,108  —  —  —  —

Jeffrey M. Talley

  —    —     4,097  —    —    —    —  

The following table sets forth information regarding vested and unvested incentive stock options outstanding as of December 31, 2007.2008. All of the Company’s outstanding stock options have been granted at 100% of fair market value on the date of grant. The number of shares underlying all outstanding stock options, and the exercise prices associated with each option grant, have been adjusted for the effect of annual 3% stock dividends.

13

The Company has not adopted any plan providing for the grant of restricted stock or long-term compensation units to employees and, accordingly, all columns in the table below pertaining to restricted stock or long-term compensation have been omitted.

15

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

Name

  No. of
Securities
Underlying
Unexercised
Options
Exercisable		  No. of
Securities
Underlying
Options
Unexerciseable		  Equity
Incentive
Plan
Awards; No.
of Securities
Underlying
Unexercised
Unearned
Options		  Option
Exercise
Price		  

Option
Expiration Date

  No. of
Securities
Underlying
Unexercised
Options
Exercisable		  No. of
Securities
Underlying
Options
Unexerciseable		  Equity
Incentive
Plan
Awards; No.
of Securities
Underlying
Unexercised
Unearned
Options		  Option
Exercise
Price		  

Option
Expiration Date

Roger L. Dick

  21,917

68,534

  —  

—  

  —  

—  

  $

 

4.31

4.34

  

Apr. 21, 2008

Nov. 29, 2009

  70,590  —    —  $4.22  Nov. 29, 2009

Brendan P. Duffey

  46,664  31,135  —     5.50  May 19, 2014  64,099  16,034  —   5.35  May 19, 2014

Robert O. Bratton

  —    —    —   —    —

Barbara S. Williams

  7,829

16,849

  —  

—  

  —  

—  

   

 

4.31

4.34

  

Apr. 21, 2008

Nov. 29, 2009

  17,354  —    —   4.22  Nov. 29, 2009

Christy D. Stoner

  7,829

87,914

  —    —     

 

4.31

4.34

  

Apr. 21, 2008

Nov. 29, 2009

  90,551  —    —   4.22  Nov. 29, 2009

Jeffrey M. Talley

  —    —    —   —    —

W.D. “Bill” Lawhon, Jr.

  28,982  —    —     4.75  Nov. 19, 2012  29,851  —    —   4.61  Nov. 19, 2012

Jimmy L. Strayhorn

  65,560  —    —     4.75  Nov. 19, 2012  67,527  —    —   4.61  Nov. 19, 2012

Patricia K. Horton

  —    —    —     —    —    —    —    —   —    —

Jeffrey M. Talley

  —    —    —     —    —  

NoneThree of the Named Executive Officers exercised any stock options during the fiscal year ended December 31, 2007.2008.

Employee Stock Ownership Plan

On January 1, 1999, the Uwharrie Capital Corp Employee Stock Ownership Plan and Trust (“ESOP”) became effective. Under the ESOP, all associates who were employed by the Company or any of its direct or indirect subsidiaries for at least 1,000 hours during a given plan year and who have attained the age of 18 are eligible to participate. All ESOP participants who were employed by the Company or any of its direct or indirect subsidiaries prior to January 1, 2007 are fully vested in their ESOP accounts. Participants who were hired on or after January 1, 2007 are subject to a three-year cliff vesting schedule with respect to their ESOP accounts. Pursuant to the ESOP, 363,795390,539 dividend-adjusted shares are held in trust, with Robert O. Bratton, Roger L. Dick, Brendan P. Duffey, David C. Gaskin, Susan B. Gibson, J. Michael Massey, Christy D. Stoner, and Barbara S. Williams as trusteestrustees.

Supplemental Retirement Plan

The Company has implemented a Supplemental Retirement Plannon-qualifying deferred compensation plan for certain executive officers. Certain of the Named Executive Officers listedplan benefits will accrue and vest during the period of employment, and will be paid in fixed monthly benefit payments for up to ten years commencing with the officer’s retirement at any time after attainment of the age specified in the Pension Benefits table below. Plans such as the Supplemental Retirement Plan are becoming increasingly commonofficer’s plan agreement. The plan also provides for payment of death benefits and for payment of disability benefits in the banking industry. The reason is that caps on qualified plan contributions and distributions, as well as Social Security, often limit bank executives’event the officer becomes permanently disabled prior to attainment of retirement benefits to 30% to 50% of final pay. In contrast, other bank staff areage.

 

1416

unaffected or are less severely affected by those capsEffective December 31, 2008, this plan was amended and they can therefore end their working careersrestated to comply with retirement benefits at 70% to 90% of final pay. Arrangements such as the Supplemental Retirement Plan can remedy the shortfall in executive retirement compensation and deliver retirement benefits commensurate with the bank executives’ final pay. The Supplemental Retirement Plan is unfunded, but requires the Company to accrue an amount of benefits to be paid to the participants upon retirement. In the event that Mr. Dick, Mr. Duffey, Ms. Stoner or Mr. Strayhorn suffers a termination of service following a “change in control”Section 409A of the Company, they will be entitled to the change in control benefits provided for under the plan. AsInternal Revenue Code. The participants’ account liability balances as of December 31, 2007,2008 will be transferred into a trust fund, where investments will be participant-directed. The plan is structured as a defined contribution plan and the present valuesCompany’s expected annual funding contribution for the participant has been calculated through the participant’s expected retirement date. Under terms of these changethe agreement, the Company has reserved the absolute right, at its sole discretion, to either fund or refrain from funding the plan. The plan also provides for payment of death benefits and for payment of disability benefits in control benefits were $755,274, $49,250, $226,257 and $171,370 for Mr. Dick, Mr. Duffey, Ms. Stoner and Mr. Strayhorn, respectively. The following table presents information regarding the Supplemental Retirement Plan.event the officer becomes permanently disabled prior to attainment of retirement age.

PENSION BENEFITS

 

Name

  

Plan Name

  No. of Years of
Credited Service		  Present Value of
Accumulated
Benefit		  Payments During
Last Fiscal Year		  

Plan Name

  No. of Years of
Credited Service		  Accumulated
Benefit		  Payments During
Last Fiscal Year

Roger L. Dick

  Sup. Exec. Retirement  24  $537,940  -0-  Sup. Exec. Retirement  25  $531,832  -0-

Brendan P. Duffey

  Sup. Exec. Retirement  3   49,250  -0-  Sup. Exec. Retirement  4   147,750  -0-

Robert O. Bratton

  —  —     -0-  -0-

Barbara S. Williams

  —  —     -0-  -0-  —  —     -0-  -0-

Christy D. Stoner

  Sup. Exec. Retirement  16   139,045  -0-  Sup. Exec. Retirement  17   139,937  -0-

Jeffrey M. Talley

  —  —     -0-  -0-

W.D. “Bill” Lawhon, Jr.

  —  —     -0-  -0-  —  —     -0-  -0-

Jimmy L. Strayhorn

  Sup. Exec. Retirement  5   155,948  -0-  Sup. Exec. Retirement  6   295,291  -0-

Patricia K. Horton

  —  —     -0-  -0-  —  —     -0-  -0-

Jeffrey M. Talley

  —  —     -0-  -0-

The Company has purchased life insurance policies on certain of its executive officers. The Company has entered into Endorsement Method Split-Dollar Plan Agreements (the “Split-Dollar Agreements”) with Roger L. Dick, Christy D. Stoner and Jimmy L. Strayhorn. Under the terms of the Split-Dollar Agreements, the proceeds from each policy are divided between the Company and the executive, with the executive’s designated beneficiary receiving 85% of the difference between the total proceeds of the policy and the policy’s cash value. As of December 31, 2007,2008, the survivor’s benefit for the named beneficiaries of Mr. Dick, Mr. Duffey, Ms. Stoner and Mr. Strayhorn under these life insurance policies was $2,329,356,$2,283,225, $1,000,000, $1,066,743$1,060,319 and $371,666,$365,523, respectively.

Transactions with Management

The Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company and The Strategic Alliance Corporation have had, and expect to have in the future, 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.

 

1517

Loans made by the Company’s bank subsidiaries to directors and executive officers are subject to the requirements of Regulation O of the Board of Governors of the Federal Reserve System. Regulation O requires, among other things, prior approval of the Board of Directors with any “interested director” not participating, dollar limitations on amounts of certain loans and prohibits any favorable treatment being extended to any director or executive officer in any of the Bank’s lending matters. To the best knowledge of the management of the Company and its bank subsidiaries, Regulation O has been complied with in its entirety.

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The American Recovery and Reinvestment Act of 2009 (“ARRA”) was enacted on February 17, 2009. This law requires that any proxy statement for an annual meeting of the shareholders of any participant in the U.S. Department of the Treasury’s TARP Capital Purchase Program include a separate proposal in its proxy statement for a non-binding shareholder vote on the compensation paid to its executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC. This “say on pay” proposal is required during the period in which any obligation arising as a result of participation under the TARP Capital Purchase Program remains outstanding.

Accordingly, our Board of Directors has proposed the following resolution for shareholder consideration:

Resolved, that the compensation paid or provided to executive officers of Uwharrie Capital Corp (the “Company”) and its subsidiaries, and the Company’s and its subsidiaries’ executive compensation policies and practices, as described in the tabular and narrative compensation disclosures contained in the Company’s proxy statement for its 2009 Annual Meeting, hereby are ratified and approved.

As provided in ARRA, the vote by our shareholders will be a non-binding, advisory vote. The vote will not be binding on our Board of Directors or our Human Resources Committee and will not overrule or affect any previous action or decision by the Board or Committee or any compensation previously paid or awarded, and it will not create or imply any additional duty on the part of the Board or Committee. However, the Board and the Human Resources Committee will take the voting results on the proposed resolution into account when considering future executive compensation matters.

THE BOARD OF DIRECTORS BELIEVES THAT THE COMPANY’S EXECUTIVE COMPENSATION POLICIES AND PRACTICES ARE ALIGNED WITH OUR SHAREHOLDERS’ INTEREST AND RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE RESOLUTION REGARDING EXECUTIVE COMPENSATION.

18

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Examining Committee of the Board of Directors has appointed the firm of Dixon Hughes PLLC, Certified Public Accountants, as the Company’s independent accountants for 2008,2009, and a proposal to ratify that appointment will be submitted for shareholder approval at the Annual Meeting. A representative of Dixon Hughes 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 or she desires to do so.

The Company has paid Dixon Hughes 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 Hughes PLLC to assist in other areas of financial planning. The following table sets forth the fees paid to Dixon Hughes PLLC in various categories in 20072008 and 2006.2007.

All services rendered by Dixon Hughes PLLC during 20072008 and 20062007 were subject to pre-approval by the Examining Committee.

AUDIT FEES

 

Category

  Amount Paid 2007  Amount Paid 2006  Amount
Paid 2008		  Amount
Paid 2007

Audit Fees:

  $118,500  $116,375  $126,250  $118,500

Audits of annual consolidated financial statements and reviews of interim financial statements

        

Audit-Related Fees:

   31,435   23,150   25,341   31,435

Attest services related to benefit plans and routine accounting consultations

        

Tax Services:

   14,725   17,575   23,950   14,725

Corporate tax compliance and tax-related advisory services

        

All Other Fees:

   2,950   -0-   -0-   2,950
            

Total Fees Paid:

  $167,610  $157,100  $175,541  $167,610
            

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES PLLC AS THE COMPANY’S INDEPENDENT REGISTREDREGISTERED PUBLIC ACCOUNTING FIRM FOR 2008.2009.

 

1619

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 assesses the performance and independence of the Company’s independent auditors and recommends their appointment and retention. The Examining Committee has in place pre-approval policies and procedures that involve an assessment of the performance and independence of the Company’s independent auditors, an evaluation of any conflicts of interest that may impair the independence of the independent auditors and pre-approval of an engagement letter that outlines all services to be rendered by the independent auditors.

During the course of its examination of the Company’s audit process in 2007,2008, the Examining Committee reviewed and discussed the audited financial statements with management. The Examining Committee also discussed with the independent auditors, Dixon Hughes PLLC, all matters required to be discussed by the Statement of Auditing Standards No. 61,114, as amended.amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Furthermore, the Examining Committee received from Dixon Hughes PLLC disclosures regarding their independence required by the Independence Standards Board Standard No. 1, as amended and discussed such information with Dixon Hughes PLLC.

Based on the review and discussions above, the Examining Committee (i) recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 20072008 for filing with the SEC and (ii) recommended that shareholders ratify the appointment of Dixon Hughes PLLC as auditors for 2008.2009.

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

This report is submitted by the Examining Committee:

John W. Shealy – Chair

Joe S. Brooks

Thomas M. Hearne

Charles D. Horne

Joseph R. Kluttz, Jr.

Anita E. Blair (Bank of Stanly representative)

Eugene M. Ward (Anson Bank & Trust Co. representative)

Estus B. White (Cabarrus Bank & Trust Company representative)

John W. Shealy – ChairJoe S. Brooks
Ronald T. BurlesonThomas M. Hearne
Charles D. HorneJoseph R. Kluttz, Jr.
W. Stephen Aldridge, III (Bank of Stanly representative)
Emmett S. Patterson (Anson Bank & Trust Co. representative)
Estus B. White (Cabarrus Bank & Trust Company representative)

 

1720

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 20092010 Annual Meeting must be received by the Company at its main office in Albemarle, North Carolina, no later than November 29, 2008,December 1, 2009, 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 20092010 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, 20092010 for it to be timely received for consideration. The Company will use its discretionary authority for any proposals received thereafter.

SHAREHOLDER COMMUNICATIONS

The Company does not currently have a formal policy regarding shareholder communications with the Board of Directors, however, any shareholder may submit written communications to the Chairman of the Board of Directors, Uwharrie Capital Corp, P.O. Box 338, Albemarle, North Carolina 28002-0338, whereupon such communications will be forwarded to the Board of Directors if addressed to the Board of Directors as a group or to the individual director or directors addressed.

INTERNET AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS

As required by applicable SEC rules and regulations, the Company has furnished a notice of internet availability of proxy materials to all shareholders as part of this proxy statement and all shareholders will have the ability to access this proxy statement and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC, by logging on at www.uwharrie.com/vote.

ADDITIONAL INFORMATION

A COPY OF THE COMPANY’S 20072008 ANNUAL REPORT ON FORM 10-K 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, EXECUTIVE VICE PRESIDENT – INVESTOR RELATIONS AND CORPORATE SECRETARY, P.O. BOX 338, ALBEMARLE, NORTH CAROLINA 28002-0338.

 

1821

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.

19

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.

20

APPOINTMENT OF PROXY SHEET

IMPORTANT - PLEASE RETURN THIS APPOINTMENT OF PROXY

PROMPTLY IN THE ENVELOPE PROVIDED IN ORDER TO:

(1)VOTE YOUR SHARES on the two proposals of business below.
(2)MAKE A DINNER RESERVATION on the back of this sheet.
(3)INDICATE ANY QUESTION OR COMMENT on the back of this sheet that you would like management to address.

IMPORTANT: PLEASE REMEMBER TO SIGN YOUR NAME(S). WE CANNOT COUNT YOUR VOTES IF THE PROXY SHEET IS NOT PROPERLY SIGNED.

(1) VOTE YOUR SHARES AND SIGN ON THE REVERSE SIDE

REVOCABLE PROXY

UWHARRIE CAPITAL CORP

132 North First Street, Albemarle, North Carolina 28001

Voting Instructions

Read our proxy statement before you vote by proxy. Then, to ensure that your shares are represented at the Annual Meeting, we ask that you appoint the Proxies to vote your shares for you. You can do that in one of the following two ways.

Voting by Proxy Card

You can mark, sign and return the proxy card (this entire sheet) below in the enclosed postage-paid envelope.

Voting by Internet

•

You can go to the Internet websitewww.uwharrie.com/vote. When you are prompted for your “control number,” enter the number printed just above your name on the reverse side of the proxy card, and then follow the instructions you will be given.You do not need to sign and return a proxy card when you vote by Internet. When you vote by Internet, you will be appointing the Proxies to vote your shares on the same terms and with the same authority as if you marked, signed and returned a proxy card. The authority you will be giving the Proxies is described in the proxy card below and in our proxy statement for the Annual Meeting.

You should note that you may vote by the Internetonly until 5:00 p.m. on May 11, 2009, which is the day before the Annual Meeting.

This is a “secured” web page site. Your software and/or Internet provider must be “enabled” to access this site. Please call your software or Internet provider for further information if needed.

PROXY CARD

APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Roger L. Dick, Brendan P. Duffey and Christy D. Stoner, (the “Proxies”), or any of them, as attorneys and proxies, with full 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 7, 20086, 2009, 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 6:30 p.m. on May 13, 200812, 2009, and at any adjournments thereof:

 

PROPOSAL 11.      -

ELECTION OF DIRECTORS: Proposal to electElection of six (6) directors of Uwharrie Capital Corp,Directors, each for three (3) year terms and one (1) director for a two (2) year term or until their successors are duly elected and qualified.

 ¨FOR all nominees listed below  WITHHOLD AUTHORITY

        (except as indicated otherwise below)		 ¨WITHHOLD authority to vote for all         nominees listed below

Nominees forThree-Year Terms: W. Stephen Aldridge, III, Bill C. Burnside, W. Kenneth Huntley, Joseph R. Kluttz, Jr.,

                                                               Lee Roy Lookabill, Jr. and Edward B. Tyson

Nominee forTwo-Year Term: Barry S. Moose

Instruction:To withhold authority to vote for one or more nominees, write that nominee’s name on the line provided below.

Nominees:2.Three Year TermsADVISORY VOTE ON EXECUTIVE COMPENSATION.: Joe S. Brooks, Ronald T. Burleson, Charles F. Geschickter, III, W. Chester Lowder, John P. Murray To vote on a non-binding, advisory resolution to endorse and Susan J. Rourke.approve compensation paid or provided to our executive officers and our executive compensation policies and practices.

¨  FOR                                     ¨  AGAINST                                     ¨  ABSTAIN

3.(Instruction:To withhold authority to vote for one or more nominees, write that nominee’s name on the line provided.)
PROPOSAL 2-

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRMFIRM.: Proposal to ratify the appointment of Dixon Hughes PLLC as the Company’s independent registered public accounting firm for 2008.2009.

  FOR  AGAINST  ABSTAIN

OTHER BUSINESS¨  FOR                                     ¨  AGAINST                                     ¨  ABSTAIN:

4.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.

PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE AND

The shares represented by this Appointment of Proxy will be voted by the proxies in accordance with the specific instructions noted. 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.RETURN IT IN THE BUSINESS REPLY ENVELOPE PROVIDED.

Page TwoAPPOINTMENT OF PROXY SHEET

(2) DINNER RESERVATION: Please indicate whether or not you plan to attend the dinner.UWHARRIE CAPITAL CORP

AllThe shareholders of Uwharrie Capital Corp are invited to attend a dinner preceding the business meeting atof the 20082009 Annual Meeting of Shareholders to be held Tuesday, May 13, 2008,12, 2009, at the Stanly County Agri-Civic Center one mile west ofat 26032 Newt Road, Albemarle, North Carolina, on Highway 24/27. The dinnerCarolina. Dinner will begin at 4:30 p.m.

Yes, I (we) will attend the dinner; # attending
Please print name(s) of person(s) attending

(LABEL)

No, I (we) cannot attend the dinner.

and the business meeting will begin at 6:30 p.m.

(3) QUESTIONS AND/OR COMMENTS FOR MANAGEMENT:DINNER RESERVATION:

 

Telephone:    WorkPlease mark the box to the right if you plan to attend the dinner:  

Home

¨  I (we) plan to attend the dinner; # attending ____________
Email Address:

If you are voting via the Internet and plan to attend the dinner, please indicate your attendance when prompted to do so on the voting site.

Please print name(s) of person(s) attending

 

 

 

 

Date:

, 2008
(LABEL)

(Signature)

(Signature, if shares held jointly)
Instruction:Please sign above exactly as your name appears on this Appointment of Proxy sheet.Joint owners of shares should both sign.

COMMENTS and QUESTIONS:

Daytime telephone number: ________________________________  Email address: ____________________________________

I (We) direct that the shares represented by this appointment of proxy be voted as instructed on the reverse side of this proxy. In the absence of any instruction, those shares may be voted “FOR” the election of each nominee named in Proposal 1 and “FOR” Proposals 2 and 3. If, before the Annual Meeting, any nominee listed in Proposal 1 becomes unable or unwilling to serve as a director for any reason, the Proxies are authorized to vote for a substitute nominee named by the Board of Directors. This appointment of proxy may be revoked by the undersigned at any time before the voting takes place at the Annual Meeting by filing with Uwharrie’s Corporate Secretary a written instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing an intention to vote in person.

____________________________________    ____________________________________    Dated: ________________, 2009

Signature                                                             Signature (if held jointly)

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

PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN

THIS ENTIRE APPOINTMENT OF PROXY SHEET IN THE ENCLOSED ENVELOPEIMPORTANT: To ensure your shares are represented and that a quorum is present at the Annual Meeting, please date, sign and return your appointment of proxy in the envelope provided whether or not you plan to attend the meeting.

(Uwharrie Capital Corp – Appointment of Proxy Sheet 2008)