UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

UWHARRIE CAPITAL CORP

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

(3)

Filing Party:

April 4, 2012

Dear Shareholder:

Your Board of Directors is pleased to extend this invitation for you to join our corporate family at theUwharrie Capital Corp Annual Meeting of Shareholders on Tuesday, May 8, 2012, at the Stanly County Agri-Civic Center, Albemarle.

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 2011 Summary Annual Report, Proxy Statement, and Appointment of Proxy (Proxy Card). The Summary Annual Report communicates our mission, 2011 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 three items to be voted upon at the meeting: (1) Election of Directors; (2) Advisory Vote on Executive Compensation; and (3) 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.You may vote by Proxy Card or by the Internet (see Voting Instructions on enclosed Appointment of Proxy). If you are voting by Proxy Card, please return it in the enclosed postage-paid envelope addressed to First Shareholder Services in Raleigh, NC, our Stock Transfer Agent, who will be tabulating votes.

Along with your vote, please indicate your dinner reservation and any comment or question for management.

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 8, 2012.

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:

    26032 Newt Road

    Albemarle, North Carolina

    6:00 p.m.                         6:00 p.m.Business Meeting

The purposes of the meeting are:

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 atwww.uwharrie.com/vote. http://www.cfpproxy.com/7510

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

April 4, 201210, 2014

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 8, 2012,13, 2014, at 6:00 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 on or about April 4, 201210, 2014 to shareholders of record as of March 5, 2012.7, 2014.

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 that 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 (6)eighteen (18) nominees for director named in Proposal 1, and “FOR” Proposals 2 and 4 and in favor of “THREE YEARS” for Proposal 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 5, 20127, 2014 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 20,000,000 shares are authorized and 7,593,9297,193,485 shares were outstanding on March 5, 2012.7, 2014. There were approximately 3,4683,370 shareholders of the Company’s common stock on March 5, 2012.7, 2014.

The Company’s Articles of Incorporation also authorize the issuance of up to 10,000,000 shares of preferred stock, no par value, having such rights, privileges and preferences as the Board of Directors shall designate from time to time. As of March 7, 2014, there were no shares of the Company’s preferred stock outstanding.

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of Directors shall from time to time designate. As of March 5, 2012 there were 10,000 shares of the Company’s fixed rate cumulative perpetual preferred stock, series A (the “Series A Preferred Stock”) outstanding and 501 shares of the Company’s fixed rate cumulative perpetual preferred stock, series B (the “Series B Preferred Stock”). Holders of the Series A and Series B Preferred Stock are not entitled to vote at the Annual Meeting.

Voting Procedures; Quorum; Votes Required for Approval

At the Annual Meeting, each shareholder will be entitled to one vote for each share of common stock 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)eighteen (18) nominees receiving the greatest number of votes shall be elected.

In the case of Proposals 2 and 3,4, for each such proposal to be approved, the number of votes cast for approvalin favor of the proposal must exceed the number of votes cast against the proposal. In the case of Proposal 3, the option receiving the greatest number of votes will be considered the frequency recommended by shareholders. 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

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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.

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Beneficial Ownership of Securities by Directors, Nominees and Executive Officers

As of March 27, 2012,7, 2014, no shareholder known to management beneficially owned more than 5% of the company’sCompany’s common stock, except as disclosed in the following table.

The following table lists the individual beneficial ownership of the Company’s common stock as of March 27, 2012,31, 2014, 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 5.84%6.93% of the Company’s common stock on such date.

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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 beenwere timely filed.filed during the fiscal year ended December 31, 2013.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

The Company’s Bylaws currently provide for a Board of Directors composed of eighteen (18)not less than twelve (12) nor more than twenty-one (21) members divided into three classes, each consisting of six (6) directors who are elected to staggered terms of three (3) years. Each year,In prior years, the terms of at least six (6) directors expirehave expired at the annual meeting and an equal number of persons arehave been elected as directors either for new three (3) year terms or for a Special Term if that director was elected to fill a vacancy. TheFollowing the consolidation of the Company’s three commercial bank subsidiaries into Uwharrie Bank, the Board of Directors determined that the Board of Directors of the Company should be re-constituted. Accordingly, the Nominating Committee has nominated the six (6)eighteen (18) persons named in the following table for election by shareholders at the Annual Meeting as directors of the Company, each to serve for a term of one (1), two (2) or three (3) year, termsas indicated, or otherwise until their respective successors are duly elected and qualified.

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

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Incumbent Directors

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

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Qualifications of Directors

A description of the specific experience, qualifications, attributes, or skills that led to the conclusion that each of the nominees and incumbent directors listed above should serve as a director of the Company is presented below.

W. Stephen Aldridge, III, Ph.D.

Mr.Dr. Aldridge has been employed with Stanly Funeral Home, Inc., Albemarle, NC since 2000 and has served as its President since 2003. He is the lead funeral director and funeral home manager. The company employs six full-time and over twenty part-time employees.

Mr.Dr. Aldridge earned a Bachelor of Science degree with Honors in Chemistry from Davidson College in 1996 and a Doctor of Philosophy degree in Chemistry in 2001 from the University of North Carolina at Chapel Hill.

Mr.

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Dr. Aldridge holds numerous leadership positions in the community including service as a past Board member of the Stanly County Economic Development Commission, past Board member of the Stanly County Environmental Affairs Board, Board member of the John P. Murray Community Care Clinic, and former member of the Albemarle Rotary Club. He has also served on the Board of the Albemarle Rotary Club and as Chairman of the Stanly County Chamber of Commerce in 2007 and was appointed by NC Governor Beverly Perdue to a three-year appointment on the NC Board of Funeral Service in January of 2012.

He has attended multiple sessions of the North Carolina Bank Directors’ College and North Carolina Advanced Bank Directors’ College.

Mr.Dr. Aldridge has served as a member of the Uwharrie Capital Corp Board since 2009 and was a member of the subsidiary bank board offormer Bank of Stanly since 2006.Board. He serves on the Examining Committee, Nominating Committee and Enterprise Risk ManagementAudit Committee.

Joe S. Brooks

Mr. Brooks is the owner and manager of Brothers Precision Tool Co., a tool and die machine shop, in Albemarle, NC. He started the business in 1974 with other family members. The company currently employs five and specializes in high precision machine parts for a variety of industries. For over 13 years, he was also an instructor of Machine Technology at Stanly Community College, Albemarle, NC. Additionally, through Stanly Community College, he has performed machine technology in-facility training at various companies.

Mr. Brooks served on the Stanly Regional Medical Center Foundation Board and served as Chairman from 2008 to 2010. He actively serves in his church on its council and executive committee and has served as church treasurer since 1998.

For over 20 years, Mr. Brooks was involved with Cub Scouts and Boy Scouts of Troop 82, serving as Assistant Scoutmaster for over 15 years. He has served as the scout committee chairman since 1990.

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He has extensive experience in overall small business management, machine technology and processes.

Mr. Brooks has servedextensive experience on the Uwharrie Capital Corp Board since 2005, having also served a previous six-year term beginning indating back to 1997. He currently serves as Board Vice Chairman. He is also past Board Chairman past Board Vice Chairman and past Chairman of the ExaminingAudit Committee Human Resources Committee, and Properties Committee. He currently serves as the Chairman of the Nominating Committee. He also serves on the subsidiary bank board of Uwharrie Capital Corp BoardBank, and Executive Committee and Ex-Officio member of all committees.as its Vice Chairman.

Ronald T. Burleson

Mr. Burleson is an employee and partner of the family business, Thurman Burleson & Sons Farm, a cotton and grain farming operation in Richfield, NC. The farming operation currently farms over 3,500 acres of land in four counties. Since an early age, Mr. Burleson has been involved with every responsibility of the farming operation. He has also been involved with other family members in starting and operating Rolling Hills Gin, LLC, in Richfield, NC, a cotton gin operation begun in 1996.

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Mr. Burleson earned an undergraduate degree in Agronomy from North Carolina State University. Mr. Burleson is involved in leadership roles on the local and state levels. He is a delegate to the National Cotton Council and the Corn Congress of the National Corn Growers Association, past board member of the North Carolina Soybean Production Association, Stanly County and NC State Farm Bureau board member, Corn Producers of North Carolina board member, Beltwide Cotton Cooperative board member and past Chairman, and board member of the Southern Southeast Cotton Producers Association.

Mr. Burleson is past president of the North Carolina Cotton Production Association and the Corn Growers Association of North Carolina. He is past President of the Richfield Civitan Club and past Chairman of his church administrative board.

He has extensive experience in overall farm operation management and is heavily involved with regulatory and environmental aspects of the business on the local, state and national levels.

Mr. Burleson has been a member of the Uwharrie Capital Corp Board since 2008, having also served a previous six-year term beginning in 1997. He serves on the ExaminingAudit Committee and Nominating Committee.

Bill C. Burnside, D.D.S.

Dr. Burnside has owned and operated a private dental practice in Albemarle, NC from 1978 to May 2013, at which time the practice was sold. He has been fully retired since 1978.that time. He earned an undergraduate degree in Chemistry from the State University of New York in Binghamton, NY, and a Master of Arts in Teaching degree from the University of North Carolina at Chapel Hill. Dr. Burnside worked as a Research Assistant in the Department of Pathology of the Medical School at the University of North Carolina for one year. He earned a Doctor of Dental Surgery (DDS) degree from the University of North Carolina at Chapel Hill.

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Dr. Burnside was recruited to join the North Carolina Air National Guard in 1992, and has served as a dentist at the Air Guard base in Charlotte, NC since that time.NC. He currently holdsretired in May 2012 at the rank of Lieutenant Colonel, and servesafter serving as the Chief of Dental Services.Services for most of the 20 years.

Dr. Burnside has been active in the community serving as a member of the Albemarle Rotary Club for over 30 years, having served as treasurer, board member and president. He was an assistant scoutmaster for Troop 82 of the Boy Scouts for nine years, and is a member and deacon of the First Baptist Church, Albemarle.

He has extensive experience in running a small business for three decades: meeting a monthly payroll for six employees, dealing with rising costs, regulations and taxes and meeting the demands of the public.

Dr. Burnside has served on the Uwharrie Capital Corp Board since 2009, having served a previous six-year term beginning in 1998. He serves on the ExecutiveAudit Committee and Nominating Committee.

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Raymond R. (“Rudy”) Cranford, Jr.

Mr. Cranford is an owner and Vice President of Sales for Crook Motor Co., Inc., a new and used truck sales company in Albemarle, NC. He started working with Crook Motor Co. in 1986 as a salesman. He later assumed the sales manager role, and in 1999 became a partial owner in the company. He has bought and sold quality used trucks throughout the United States. The company is also a new truck dealer selling new Western Star trucks.

He is a graduate of North Carolina State University with a degree in Soil Technology and is a member of Farm House Fraternity. Since 2003, he has served on the Albemarle Downtown Development Corporation’s Outdoorsman’s Bonanza Committee for the betterment of downtown Albemarle. He served on the former Bank of Stanly Board of Directors from 2007 to 2013, serving as Vice Chairman for one year and Chairman for two years. Mr. Cranford is also an active member of the Examining Committee.First Lutheran Church in Albemarle.

Mr. Cranford has extensive experience in business management and previous Board experience.

Charles F. (“Tad”) Geschickter, III

Mr. Geschickter is the founder, co-owner, President and Chief Executive Officer of JTG Racing, Inc. and ST Motorsports Marketing, Inc. in Harrisburg, NC. Both companies are mainstays in Stanly and Cabarrus County and have operated in the NASCAR motorsports arena for 1618 years. The company employs 140.75 employees. Prior to founding JTG Racing and ST Motorsports, Mr. Geschickter spent 10 years at ProcterProctor & Gamble where he rose through corporate positions from Sales Representative to Senior Regional Sales Manager. At the end of his career with Proctor & Gamble, Mr. Geschickter was responsible for managing businesses totaling $300 million in annual revenue.

Mr. Geschickter earned a Bachelor of Arts degree from The College of William and Mary where he was also the captain of the baseball team and president of the College’s Catholic Students Association. In addition to his business, Mr. Geschickter is actively involved in the local community and volunteers much of his personal time with the Animal Adoption League charity.

He has extensive experience in sales, marketing, brand management, personnel management and strategic planning.

Mr. Geschickter has served on the Uwharrie Capital Corp Board since 2005. He serves on the Enterprise Risk Management Committee.

Thomas M. Hearne, Jr.

Mr. Hearne recentlyis a retired after working for thirty years as a Geotechnical Engineer withgeopavement engineer from the North Carolina Department of Transportation.Transportation with 30 years of service.

Mr. Hearne earned a Bachelor of Science degree in Civil Engineering from The Citadel, Charleston, SC, and a Master of Engineering degree from the University of Florida, Gainesville, FL. He is a registered Professional Engineer in the State of North Carolina. He has also

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published articles in theJournal of Geotechnical Engineering, Transportation Research Record, and Proceedings - Proceedings—4^th International Conference on Concrete Pavement Design and Rehabilitation. Throughout his career, Mr. Hearne has served as a member and chairman of numerous professional panels and committees at the local, state, and national levels.

Mr. Hearne has served as a member of the Albemarle Planning Board and First Lutheran Church Council. He currently manages antwo estate fundfunds for First Lutheran Church. He is also a member of the Association of Citadel Men and the American Society of Civil Engineers. He also serves as a member of the Board of Trustees of Stanly Community College and a Sunday school teacher at Trinity Place in Albemarle.

He is the inventor of the device currently used in North Carolina to test ride quality and smoothness of asphalt pavements during construction and has extensive experience in structural testing and evaluation of highway pavements.

Mr. Hearne hashad previously served a nine year term until 2013 on the Uwharrie Capital Corp Board since 2004. He servesBoard. Previously, he served on the ExaminingAudit Committee and the Enterprise Risk Management Committee.

Charles D. Horne

Mr. Horne has been President and owner of Hornwood, Inc., a textile manufacturing company in Lilesville, NC, since 1983. He began employment with the family business in 1973 and was named Sales Manager in 1978. The company employs 350.

Mr. Horne earned a Bachelor of Science degree in Textile Technology from North Carolina State University.

Mr. Horne is the current Chairman of the Anson County Economic Development Corporation. He was President of the Anson County Chamber of Commerce from 1989 – 1990 and was recognized as Anson County Industrialist of the Year in 1994. He has served as President of the Wadesboro Rotary Club, where he also served as Lt. Governor for the Rotary District from 1997 – 1999. Additionally, Mr. Horne held a position on the Anson County Board of Education from 1995 – 2006 and was a member of the All State School Board in 2000. He received the 2003 North Carolina State University College of Textiles Distinguished Alumni Award and the 2009 NCSU College of Textiles Textile Leader of the Year. Mr. Horne is also the currentpast President of the North Carolina Textile Foundation, where he has served since 2009. He is also past President of the Twin Valley Country Club and a former Trustee of Pfeiffer University in Misenheimer, NC.

He has extensive experience in management, personnel and manufacturing systems.

Mr. Horne has served on the Uwharrie Capital Corp Board since 2007 and was a member of the former Anson Bank & Trust Co. Board, having served as its Vice Chairman. He serves on the Audit Committee. He also serves on the subsidiary bank board of Anson Bank & Trust Co. since 2008. He serves on the Enterprise Risk Management Committee.Uwharrie Bank.

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W. Kenneth Huntley

Mr. Huntley is President of Huntley Oil & Gas Co., Inc. in Wadesboro, NC, which is a distributor of petroleum products. The company employs nine.nine employees. He graduated with honors in 1971 from North Carolina State University with a degree in Textile Engineering. After

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graduating from NCSU, he joined Hornwood, Inc., a textile manufacturing company in Lilesville, NC for five years in research and development. In 1975, he joined the family business as Manager, Secretary and Treasurer. He became President of Huntley Oil & Gas Co. in 1986 and sole owner in 1992. Mr. Huntley is a lifelong resident of Anson County with family ties in the county for nine generations.

Mr. Huntley is Chairman of the Anson County Airport Authority and was largely responsible for the $8 million expansion of the airport. In 1986, he was awarded the Channel 9-Nine Who Care Award for his work on the airport project. Additionally, he was on the Anson County Economic Development Commission in 1985. Mr. Huntley is a past member of the Board of Trustees at First United Methodist Church in Wadesboro and has served prior terms there on the church Finance Committee as well as Treasurer.

He has extensive experience in management, budgeting, and regulatory compliance.

Mr. Huntley has served on the Uwharrie Capital Corp Board since 2009 and2009. He serves on the subsidiary bank board ofNominating Committee. He also served on the former Anson Bank & Trust Co. from 2000 to 2010. He servedboard as theits Chairman of the Board of Anson Bank & Trust Co. for fournumerous years. He serves on the Nominating Committee and Human Resources & Compensation Committee.

Joseph R. Kluttz, Jr.

Mr. Kluttz is retired owner, secretary and treasurer of the former Albemarle Insurance Agency, Inc., Albemarle, NC. He served as President of the company from 1980 to 2010. The agency was formed to serve the insurance needs of Stanly County in 1905 and was incorporated as Albemarle Insurance Agency, Inc. in 1931. The agency has five employees.

Mr. Kluttz is a graduate of Pfeiffer University in Misenheimer, NC.

Mr. Kluttz currently serves asis past Chairman of the Public Officers and Other Employees Liability Insurance Commission for the State of North Carolina, and is past President and director of the Independent Insurance Agents of North Carolina, and past director of the Independent Insurance Agents of America. He is also a member of the current Chairmanboard ofFor Stanly, a funding mechanism for bringing and relocating businesses to Stanly County.

He has extensive experience in all areas of small business management.

Mr. Kluttz has served on the Uwharrie Capital Corp Board since 2005. He serves on the ExaminingAudit Committee and Nominating Committee.

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Lee Roy Lookabill, Jr.

Mr. Lookabill is President of Anson Real Estate and Insurance Co., Inc. in Wadesboro, NC, which employs four.four employees. He purchased the company in 1994 after having worked in banking for 23 years. He began his banking career with First National Bank of Anson County which later merged with Southern National Bank, where he served as a Vice President in the Trust Department for 10 years, managing trust operations for all of South Carolina and portions of North Carolina.

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Mr. Lookabill is a graduate of Appalachian State University with a Bachelor of Science in Business Administration and has also completed numerous graduate courses in Trust through Northwestern University in Evanston, Illinois.

Mr. Lookabill currently servespreviously served as a member of the Budget and Finance Committee of First Baptist Church in Wadesboro, NC. He served 9 years on the Anson County School Board and has served in numerous leadership roles with community organizations. He has also been involved with pig, cattle, and hay farming since 1984.

He has extensive experience in banking, insurance, trust services, and overall small business management.

Mr. Lookabill has served on the Uwharrie Capital Corp Board since 2009 and2009. He serves on the subsidiary bank boardNominating Committee. He is also a past member of the former Anson Bank & Trust Co. since 2003. He serves on the Human Resources & Compensation Committee.board.

W. Chester Lowder

Mr. Lowder is the Livestock Director – Public Policy Division for the North Carolina Farm Bureau Federation, Inc., Raleigh, NC. He represents NC Farm Bureau on livestock issues at the state and national level. In addition, he assists in covering many environmental issues and is the primary liaison on soil and water conservation matters. He joined the North Carolina Farm Bureau Federation staff in 1995. Prior to joining NCFB, Mr. Lowder ran a successful dairy operation in Stanly County for more than 25 years.

Mr. Lowder is a graduate of North Carolina State University where he earned a Bachelor of Science degree in Animal Science-Business.

Mr. Lowder has held numerous volunteer leadership positions within North Carolina Farm Bureau including state board, executive committee and vice president. Mr. Lowder has also served in other leadership roles with the Stanly County Farm Bureau, Stanly County Board of Commissioners, Stanly Community College (Albemarle, NC), and various civic and industry groups.

Mr. Lowder currently serves on various committees for the North Carolina Department of Agriculture and Consumer Services, the North Carolina State University College of Agriculture and Life Sciences, and the NC Department of Environmental and Natural Resources. Mr. Lowder is currently a member of committees working with the United States Department of Agriculture, Natural Resource Conservation Service, NC Dairy and Growth Industry Promotion Committee, the Southeast United Dairy Industry Association, and NC Dairy Stabilization, Inc. Board and Steering Committee. He currently serves as associate supervisor on the Stanly Soil and Water Conservation District. He has served on the Executive Committee for the NC Association of Soil and Water Districts and is on the Board of Directors for both the NC Dairy

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Producers Association as well as the State Animal Response Team where he serves as Chairman and Executive Director. Mr. Lowder is an active member of First United Methodist Church in Norwood, NC, where he serves on several church committees and councils.

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He has extensive experience in the agriculture industry locally and at the state and national levels. Additionally, he is actively engaged in local and civic activities to benefit and grow the local community.

Mr. Lowder has servedextensive experience as a member of the Uwharrie Capital Corp Board, since 2005, having also served a previous six year term beginning indating back to 1995. He serves as Vice Chairman of the Board of Directors and Executive Committee. He serves as Chairman of the Human Resources & Compensation CommitteeBoard of Directors. He also serves on the subsidiary bank Board of Uwharrie Bank, and is a member of the Nominating Committee.as its Chairman.

Barry S. Moose

Mr. Moose is a Division Engineer for the 10^th Highway DivisionVice President of SEPI Engineering & Construction, Charlotte, NC. He has worked with SEPI since September 2012. Prior to that time, he worked with the North Carolina Department of Transportation Albemarle, NC. He has been employed withas a Division Engineer. Mr. Moose currently manages the NC Departmentoperations of Transportation for 25 years. He manages 550 employees, as well as over $850SEPI Engineering and oversees $250 million in Transportation Assets. Prior to that, he worked as a consulting engineer with Law Engineering in Raleigh, NC. He is a registered Professional Engineer with the State of North Carolina.construction contracts.

He has a Bachelor of Science degree in Engineering and a Master of Business Administration from The University of North Carolina at Charlotte.

He is an active member of the American Society of Civil Engineers. He serves as Guest Lecturer at The University of North Carolina at Charlotte. He has received several national awards, including, most recently, the Transportation Research Board’s award for Outstanding HOV Project Management.

He volunteers for the Juvenile Diabetes Association and is a past Boy Scout leader. He serves in his church as a deacon, administrative team leader and teacher.

He has extensive experience in Transportation Finance and Policy. Currently, he servesPolicy, previously serving on the Executive Committee for Strategic Planning for the Department of Transportation.

Mr. Moose has served on the Uwharrie Capital Corp Board since 2008. He serves on the Human Resources & Compensation Committee.

Cynthia L. Mynatt

Cyndie Mynatt has served as the President of Ben Mynatt Buick-GMC in Concord, NC, since its inception in 1991; Ben Mynatt Nissan in Salisbury, NC since its beginning in 2002; and Ben Mynatt Pre-Owned in Kannapolis since its founding in 2003. In 2008, Ms. Mynatt became the owner, president and manager of Ben Mynatt Chevrolet-Cadillac in Concord, NC, which was founded by her father in 1976. The three automobile franchises and one independent dealership currently employ over 140.140 employees.

Ms. Mynatt earned a Bachelor of Arts degree from Duke University. She is also a graduate of the NADA Dealer Candidate Academy, General Motors Dealership Management Academy, the American Leadership Forum (Charlotte Region, Senior Fellow) and the N.C. Commissioner of Banks Bank Directors’ College.

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Ms. Mynatt is involved in many civic activities. Currently, she serves on the Rowan-Cabarrus Community College Board of Trustees, serving as the Vice Chair, and on its Foundation Board. She also serves on the Ben Mynatt Children’s Foundation Board of Directors and has been a member of the Cabarrus Rotary Club since 1992, having servedcurrently serving as TreasurerPresident and honored as a Distinguished Rotarian and Paul Harris Fellow. Professionally, she serves on the Board of Directors of the North Carolina Automobile Dealers Association, the NCADA Charitable Foundation, serving as Chair, the Greater Charlotte Automobile Dealers Association Board of Directors, and the Charlotte Buick-GMC Local Marketing Groups Board of Directors, serving as Secretary-Treasurer. She has received numerous business awards for her professional achievements.

In years past, she has been active and held leadership positions with the Cabarrus County Economic Development Corporation, the Cabarrus Regional Chamber of Commerce, the Cannon Memorial YMCA of Kannapolis, the University of North Carolina at Charlotte Board of Visitors and Foundation, the United Negro College Fund of Barber-Scotia College of Concord, the United Way of Central Carolinas, Providence Day School Board of Trustees, the Cabarrus County Community Foundation, the Cabarrus College of Health Sciences Board of Trustees and various business activities with General Motors.

Ms. Mynatt has extensive experience in the areas of business management, board involvement and governance, and civic involvement.

Ms. Mynatt has served as a director on the Cabarrus Bank & Trust Company Board of Directors from 2003 until 2011. She has been a member of the Uwharrie Capital Corp Board since November of 2010. She serves on the Human Resources & Compensation Committee.

Timothy J. PropstJames E. Nance

Mr. Propst isNance served as Dealer Operator and President for Confederate Motors, Inc. which was a Chevrolet franchised dealership during his tenure with the family operated business from 1973 until the sale of the business in 2007. In 2008 he started North State Acquisitions, LLC and General ManagerNorth State Negotiations, LLC which are real estate firms specializing in right of Propst Construction Co., Inc., a utilitiesway negotiations and soil stabilization construction company in Concord, NC, where he has been employed since 1984. He has served his entire career as construction manager for the firm. The company employs 40.claim settlements.

Mr. PropstNance is a graduate of Lenoir-Rhyne College, Hickory, NC,the University of North Carolina at Chapel Hill with a Bachelor of Arts degreeB.S. in Business Administration. He also is a licensed Real Estate Broker and Broker in Charge in the State of North Carolina.

He currently serves on the Board of Trustees of Stanly Community College where he is Chairman of the Finance Committee, Board of Directors of the North Carolina Housing Finance Agency, Board of Directors of the North Carolina Railroad Company, Board of Visitors of the University of North Carolina at Chapel Hill, Advisory Committee for the Central N.C. Council Boy Scouts of America, Member of the Eagle Scout Board of Review for the Stanly District, and a Member of Central United Methodist Church.

He previously served as Vice Chairman and Member of the North Carolina Board of Transportation, Vice Chairman of the Stanly County Economic Development Commission, Member of the Stanly County Airport Authority, Administrative Board of Central United Methodist Church, Board of Trustees of Pfeiffer University, Board of Directors of Stanly County ARC Services, Inc., Co-Chairman of the North Carolina Automobile Dealers Association Legislative Committee, and Board of Directors of the North Carolina Citizens for Business and Industry.

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Mr. PropstNance is an Eagle Scout and also a recipient of the Silver Beaver Award from the Central North Carolina Council of the Boy Scouts of America.

He has extensive experience in business management, state and federal governmental relations, transportation, and education.

He is an original incorporator of Bank of Stanly (now known as Uwharrie Bank) and has served on the Board of Directors of Carolinas Associated General Contractors as well as past committee chairmanBank of the CAGC Utility Division. He holds a General Contracting license for highwayStanly and public utility construction in the State of North Carolina. He is also involved in numerous community organizations.

Mr. Propst has extensive experience in construction and project management on highway and public utility projects in the State of North Carolina and all aspects of managing a business.

Mr. Propst has served as a member of the Uwharrie Capital Corp Board since 2004 andwhere he served on the subsidiary bank boardas Chairman of Cabarrus Bank & Trust Company from 2003 to 2011.both organizations. He serves on the Nominating Committee.

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Susan J. Rourke

Mrs. Rourke has been owner and President of U.S. Land Management since 1999. The company is involved in all aspects of property management and construction from the beginning of the planning phase to completion of projects. The company has over 265,000 square feet of class-A office space, commercial and industrial space under management at the present time. Before opening her own business, Mrs. Rourke was employed in the accounting department of a large wholesaler of clothing and taught school.

Mrs. Rourke is a licensed general contractor in the State of North Carolina, holds her real estate broker’s license for both North and South Carolina, and obtained a Bachelor’s degree from the University of South Florida in Tampa, Florida.

In addition, Mrs. Rourke holds professional memberships in National Real Estate Association, North Carolina Real Estate Association, Carolina Regional Realtors Association, Charlotte Commercial Property Exchange and Charlotte Multiple Listing Service. She has been a Rotarian since 1999 where shealso served in various positions, including President, President-Elect, Secretary and memberas Vice Chairman of the Board of Directors. She has also received the Distinguished Rotarian Award and is a Paul Harris Fellow. Mrs. Rourke has also been a member of the CMC Northeast Medical Foundation Board since 2007. She has served on the Board of the Ben Mynatt Children’s Foundation since 2010.The Strategic Alliance Corporation, Inc.

She has extensive experience in management, finance/accounting relating to small business ownership and real estate brokerage relating to leasing of commercial properties.

Mrs. Rourke has served on the Uwharrie Capital Corp Board since 2004 and the subsidiary bank board of Cabarrus Bank & Trust Company from 2003 until 2010. She serves on the Nominating Committee.

Donald P. Scarborough

Don Scarborough is President and broker of Plank Road Realty, Inc. in Wadesboro, NC, where he is involved in all aspects of real estate sales, brokerage, development and management of the company. The company employs six.

Mr. Scarborough was educated in Anson County Schools as well as Oak Hill Academy, Wingate University (Wingate, NC) and North Carolina State University (Raleigh, NC). During his childhood, he worked in the family-owned hardware store in Wadesboro. While attending North Carolina State University, he was employed by Carolina Power & Light Company, now Progress Energy, in the real estate department for nine years. He returned to Anson County in 1981 where he joined the family business until starting Plank Road Realty in 1984. Mr. Scarborough holds professional credentials of Accredited Buyer Representative (ABR), Certified Residential Broker (CRB), Certified Residential Specialist (CRS), Graduate of Real Estate Institute (GRI).

Mr. Scarborough’s community involvement includes serving as Chairman of the Anson County Economic Development Corporation, director of Anson County Chamber of Commerce, director of Uptown Wadesboro, Inc., member of Wadesboro Rotary Club, and member of the Personnel Committee of First Baptist Church, Wadesboro.

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He has extensive experience in real estate development and small business management.

Mr. Scarborough has served on the Uwharrie Capital Corp Board since 2004 and the subsidiary bank board of Anson Bank & Trust Co. since 2008. He serves on the Executive Committee and the Human Resources & Compensation Committee and is Chairman of the Enterprise Risk Management Committee

S. Todd Swaringen

Mr. Swaringen is a certified public accountant and partner with Beane Swaringen & Company, PLLC. He joined Cynthia H. Beane, CPA, in 1998 as a staff accountant and became a partner in the firm in January of 2006. The firm currently operates offices in Albemarle and Locust, NC, serving tax and accounting needs for small businesses, individuals, not-for-profit entities, estates and trusts. During peak times, the staff includes twelve, five of whom are certified public accountants.

Mr. Swaringen earned a Bachelor of Science degree in accounting from the University of North Carolina at Wilmington. He is a member of the American Institute of Certified Public Accountants and the North Carolina Association of Certified Public Accountants.

Mr. Swaringen is past Chairman of the Stanly County Chamber of Commerce, past Chairman of the Stanly Regional Medical Center Foundation Board, and member of the Albemarle Rotary Club. He is past Chairman of the United Way of Stanly County Board of Directors. He currently serves as a member of the Stanly Community College Board of Trustees and the Stanly County Schools Board of Education. Mr. Swaringen is also an active member of his church.

He has extensive experience in personal and business income taxation. He enjoys working with his clients both to navigate existing tax law and to update them on new legislation that could impact their future returns.

Mr. Swaringen has served on the Uwharrie Capital Corp Board since 2010. He serves onas Chairman of the ExaminingAudit Committee, and is designated as the financial expert. He also serves on the subsidiary board of Uwharrie Bank.

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Edward B. Tyson, Ed.D.

Dr. Tyson is the retired superintendent for the Kannapolis City Schools in Kannapolis, NC. Since his retirement in 2001, he has been an adjunct professor in the Department of Educational Leadership Graduate Program at the University of North Carolina at Charlotte and a consultant with the firm Leadership Group for the Carolinas.

Dr. Tyson earned a Bachelor’s degree from Pfeiffer University (Misenheimer, NC), a Master’s degree from the University of Georgia, and a Doctorate degree from Duke University (Durham, NC) in Educational Administration. Throughout his career, he has been a teacher, principal, associate superintendent and superintendent. He has been named Educator of the Year by six separate organizations, including Superintendent of the Year by fellow superintendents of the Charlotte, NC, area. He was also honored by the UNC-Charlotte Department of Educational

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Leadership and alumni group as Professional Educator of the Year. He has served as chairman of the South Piedmont Educational Consortium, the Regional Superintendent’s Council, and the Southern Association of Colleges and School’s Elementary and Middle School Commission.

Dr. Tyson’s community involvement includes leadership in many organizations such as the Kannapolis Rotary Club where he served as President. He is a Paul Harris Fellow and received the Distinguished Rotarian Award. He has also served on the CMC-NorthEast Medical Center Foundation Board, Kannapolis Education Foundation Board, Coltrane Life Center Board, Kannapolis History Associates and various leadership roles in his church. He has twice served as campaign chairman of the Cabarrus County United Way.

Dr. Tyson has extensive experience and expertise in leadership development, communications, public relations, strategic planning, team building, and community involvement.

He has served on the Uwharrie Capital Corp Board since 2009 and2009. He serves on the subsidiary bank boardNominating Committee. He also served as a member of the former Cabarrus Bank & Trust CompanyCompany.

Dusty W. West

Mr. West is President and Owner of Dean’s Ready Mixed, Inc. in Albemarle, NC. A native of Stanly County, he has worked in the family business since 2003.1972. He serveshas also been very active on the Executive Committee, Human Resources & Compensation CommitteeStanly County Family YMCA Board of Directors for many years.

Mr. West has extensive experience in all areas of business management.

He has numerous years of experience on the former Bank of Stanly board and isthe holding company board, having served in the Board Chairman ofand Vice Chairman roles. He also has extensive experience on the Nominating Committee.Bank’s loan committee.

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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.

Director Relationships

No director is a director of any other company with a class of securities registered pursuant to Section 12 of 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)seven (7) regular meetings and one (1) strategic planning session during 2011.2013. Additionally, the Executive Committee held two (2) meetings during 2013. 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 Ronald T. Burleson, Charles F. Geschickter, III, Barry S. Moose, Cynthia L. Mynatt and Donald P. Scarborough,Susan J. Rourke, each of whom attended fewer than 75% of such meetings due to prior commitments.

It is the policy of the Company that directors attend each annual meeting and any special meetings of the Company’s shareholders. EachSixteen (16) of the Company’s eighteen (18) directors attended the 20112013 annual meeting of shareholders.

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

Human Resources & Compensation Committee. The current membersfull Board of Directors currently serves as the Human Resources & Compensation Committee are W. Chester Lowder - Chairman, W. Kenneth Huntley, Lee Roy Lookabill, Jr., Barry S. Moose, Cynthia L. Mynatt, Donald P. Scarborough and Edward B. Tyson.Committee. All members of the Human Resources & Compensation Committee are independent directors. The Human Resources & Compensation Committee reviews the compensation process for the Company and its subsidiaries to ensure it is consistent with corporate and board policy. The Human Resources & Compensation 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 member of the Board of Directors is ultimately responsible for final decisions pertaining to compensation; however, this Committee makes recommendations to the various Boards based upon overall Company policy. The Human Resources & Compensation Committee met three (3) timesone (1) time during 2011.2013.

The Human Resources & Compensation 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

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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 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.

Under regulations applicable to the Company as a result of its participation in the U.S. Department of the Treasury’s Capital Purchase Program, the Human Resources & Compensation Committee is required to meet on a semi-annual basis to review and approve the Uwharrie Capital Corp Compensation Policy and Guidelines and provide a certification of the review and approval. The Human Resources & Compensation Committee has adopted a formal charter, which is included asExhibit A to this proxy statement.

Nominating Committee. The current members of the Nominating Committee are Edward B. Tyson -Joe S. Brooks – Chairman, W. Stephen Aldridge, III, Ronald T. Burleson, Bill C. Burnside, W. Kenneth Huntley, W. Chester Lowder, Timothy J. Propst andJoseph R. Kluttz, Jr., Lee Roy Lookabill, Susan J. Rourke.Rourke, and Edward B. Tyson. The members of the Nominating Committee recommended the six (6)eighteen (18) nominees for election to the Board of Directors at the Annual Meeting. The Nominating Committee did not meet independently during 2011.2013.

The Company does not have a formal diversity policy in effect relative to the Director Nomination Process; however, the Nominating Committee considers diversity of race, gender,

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national origin, professional experience, skill, education, differences of viewpoint, leadership and involvement in the community, and other individual qualities and attributes that contribute to board heterogeneity. Since the Company’s inception, its rotating Board of Directors has been comprised of everyday people from all walks of life andvarious expertise who represent the various constituents and needs for financial services of the communities we serve. The Nominating Committee actively seeks individuals who the Committee determines meet such criteria and standards for recommendation to the Board as nominees.

Recommendations of nominee candidates by shareholders for the 20132015 annual meeting should be submitted in writing to the Chief Executive Officer of the Company by November 30, 2012,2014, 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. The Nominating Committee has adopted a formal charter, which is included asExhibit B to this proxy statement.

ExaminingAudit Committee.The current members of the ExaminingAudit Committee are Bill C. Burnside -S. Todd Swaringen – Chairman, W. Stephen Aldridge, III, (who also serves as Bank of Stanly’s representative),Joe S. Brooks, Ronald T. Burleson, Thomas M. Hearne, Jr.,Bill C. Burnside, Charles D. Horne, and Joseph R. Kluttz, Jr., Additionally, James O. Campbell and S. Todd Swaringen. Additionally, Emmett S. Patterson and Susan J. Smith,Samuel M. Leder who are directors of Ansonthe Uwharrie Bank & Trust Co. and Cabarrus Bank & Trust Company, respectively, alsoBoard serve as members of the Committee. The members of the ExaminingAudit Committee are both “independent” and “financially literate” under applicable standards and, with the exception of Mr. Swaringen, each member of the Audit Committee is “independent” under applicable standards. The Board of Directors has determined that S. Todd Swaringen 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

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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 ExaminingAudit Committee met nine (9)seven (7) times in 2011.2013. The Report of the ExaminingAudit Committee is included on page 3129 of this proxy statement. The ExaminingAudit Committee has adopted a formal charter, which is included asExhibit C to this proxy statement.

Board Leadership Structure and Role in Risk Oversight

The Company’s Board of Directors is comprised of three classes of directors serving staggered three-year terms and includes several standing committees, the responsibilities and membership of which are described above. The Chairman of the Board is a rotating office and overall terms of directors are subject to term limits. The Company’s Chief Executive Officer is not a member of the Board of Directors. The Company has determined that this leadership structure is appropriate given the Company’s organizational structure, core values and the business activities of its subsidiaries.

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Under North Carolina law, the Board of Directors is responsible for managing the business and affairs of the Company, including the oversight of risks that could affect the Company. Although the full board has responsibility for the general oversight of risks, it primarily conducts its risk oversight function through committees, including the ExaminingAudit Committee and the Human Resources & Compensation Committee, as described above, as well as through other committees, including the Banks’Internal Loan Committees, the Special Assets Division,Committee, the Senior Risk Management Committee, and the Enterprise Risk Management Committee.

During 2010, the Company established the Enterprise Risk Management Committee of the Board of Directors and the Senior Risk Management Committee (internal management). The Enterprise Risk Management Committee is a formal risk management structure designed to anticipate and deal with uncertainties that have the capacity to positively, or negatively, influence the creation of value for the Company on an enterprise level. In establishing this committee, the Board of Directors wished to augment, rather than replace, the Company’s existing risk management practices. TheIn 2013, the full Board assumed the responsibilities of the Enterprise Risk Management Committee is comprised of threeCommittee. In addition to five independent directors, plusthe Board, the Company’s Chief Executive Officer, Chief Risk Officer, Chief Operating Officer, Chief Financial Officer, and Chief Marketing Officer.Officer are members of the ERM Committee. The Company has also established the Senior Risk Management Committee. This committee is a management level committee intended to augment the Company’s existing risk management practices and support the Board of Director’sDirectors’ Enterprise Risk Management Committee in its role. The Senior Risk Management Committee’s role is to develop tools and methodologies across all business units and subsidiaries to identify, assess, and evaluate risk stemming from strategy, operations, credit, market and interest rates, and reputation.

Each of the Company’s subsidiary banks has a Loan Committee comprised of executive management and Bank directors that meets monthly. Loan Committees are charged with making decisions on loan requests that exceed loan officer lending authority levels. The process includes participation in active discussion regarding the loans under consideration, including loan structure and risk tolerance. Loans that exceed the Loan Committee’s authority, along with insider loans, are recommended for approval to the respective Bank Board of Directors for further action. Each Loan Committee is also responsible for reviewing certain reports presented by Credit Administration to include asset quality reports to manage loan delinquency, non-performing assets, charge-offs and classified loans. In addition, each Loan Committee reviews exceptions for policy, documentation and loan-to-value along with loan concentration reports and allowance of loan losses and lease methodology and quarterly calculations. Reports of activity for the subsidiary banks’ Loan Committees are made to the subsidiary banks’ Boards of Directors monthly.

The Special Assets Division (“SAD”) is an internal management committee comprised of executive management and members from credit administration that meets weekly. These meetings are sometimes attended by the Bank lending staff members. The SAD committee reviews loan requests for relationships that exceed $500,000 in exposure to review for structure and repayment terms, underwriting, collateral, and risk grading. While SAD does not have formal loan authority, it will make recommendations regarding these loan relationships which are presented to the respective Bank Loan Committee. SAD reviews the annual loan reviews prepared by Credit Administration for loan relationships with exposure of $1 million and greater.

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SAD also reviews loans and relationships that are potential problems, loans that are in or proceeding into foreclosure/collection status and other special circumstances as presented by loan officers of the banks.

Given the important role of information technology in the Company’s operations and customer service, the Senior Risk Management Committee members include associates from the Technology department. Significant strategic information technology initiatives or changes, including security risks, are brought to this committee. Minutes of this committee are reported to the Uwharrie Capital Corp Board.

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Information security is the process by which an organization protects and secures its systems, media, and facilities that process and maintainsmaintain information vital to its operations. Protection of information assets is necessary to establish and maintain trust between a financial institution and its customers, maintain compliance with the law, and protect the reputation of the institution. Timely and reliable information is necessary to process transactions and support financial institution and customer decisions.

The security of the company’sCompany’s systems and information is essential to its safety and soundness and to the privacy of customer financial information. These security programs must have strong board and senior management level support, integration of security activities and controls throughout the organization’s business processes, and clear accountability for carrying out security responsibilities.

A financial institution establishes and maintains truly effective information security when it continuously integrates processes, people, and technology to mitigate risk in accordance with risk assessment and acceptable risk tolerance levels. The companyCompany protects its information by instituting a security process that identifies risks, forms a strategy to manage the risks, implements the strategy, tests the implementation, and monitors the environment to control the risks. Risk management practices should promote effective, safe, and sound IT operations that ensure the continuity of operations and the reliability and availability of data.

The Internal Loan Committee is charged with making decisions on loan requests that exceed loan officer lending authority levels. The process includes participation in active discussion regarding the loans under consideration, including loan structure and risk tolerance. Loans that exceed the Loan Committee’s authority, along with insider loans, are recommended for approval to the Board of Directors of Uwharrie Bank for further action. The Internal Loan Committee is also responsible for reviewing certain reports presented by Credit Administration to include asset quality reports to manage loan delinquency, non-performing assets, charge-offs and classified loans. In addition, the Internal Loan Committee reviews exceptions for policy, documentation and loan-to-value along with loan concentration reports and allowance of loan losses and lease methodology and quarterly calculations. The Internal Loan Committee reports its activities in detail to the Bank’s Board of Directors monthly.

The Internal Loan Committee reviews loan requests for relationships that exceed $500,000 in exposure for structure and repayment terms, underwriting, collateral, and risk grading. The Internal Loan Committee also reviews annual loan reviews prepared by Credit Administration for loan relationships with exposure of $1 million and greater. The Internal Loan Committee reviews loans and relationships that are potential problems, loans that are in or proceeding into foreclosure/collection status and other special circumstances as presented by loan officers of Uwharrie Bank.

Director Compensation

During 2011,2013, each director received a fee of $200 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee. Members of the ExaminingAudit Committee were paid $100 per hour for ExaminingAudit Committee meetings attended due to the additional time required. Directors also received an allowance for travel associated with their attendance at meetings of the Board of Directors and its committees and reimbursement of any expenses for director education conferences.

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The following table presents a summary of all compensation earned by the Company’s directors for their service as such during the year ended December 31, 2011.

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DIRECTOR COMPENSATION TABLE

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Executive Officers

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

Executive Compensation

The following Summary Compensation Table shows all cash and non-cash compensation paid to, received by or deferred by Roger L. Dick, Brendan P. Duffey, Robert O. Bratton,R. David Beaver, III, Christy D. Stoner and Jeffrey M. Talley W.D. “Bill” Lawhon, Jr., Dana A. Maness, and Patricia K. Horton (the “Named Executive Officers”) for services rendered in all capacities during the fiscal years ended December 31, 20112013 and 2010.2012 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 following table summarizes the dollar amounts of each element of compensation and for incentive stock options, the aggregate grant date fair value computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board. None of the Named Executive Officers received perquisites in an aggregate amount exceeding $10,000 during the fiscal years ended December 31, 20112013 and 2010.2012.

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SUMMARY COMPENSATION TABLE

officers for group term life and disability insurance. Also included are 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.

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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 154,971 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 103,234 shares of the Company’s common stock upon the exercise of purchase options meeting the qualifications of Section 423 of the Internal Revenue Code.

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No incentive stock options or purchase options were granted to the Named Executive Officers during 20112013 and 2010.2012.

The following table sets forth information regarding vested and unvested incentive stock options outstanding as of December 31, 2011.2013. 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 havehas been adjusted for the effect of annual 3% stock dividends.

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 following table pertaining to restricted stock or long-term compensation have been omitted.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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Employee Stock Ownership Plan

The Uwharrie Capital Corp Employee Stock Ownership Plan and Trust (“ESOP”) became effective on January 1, 1999. 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, 595,697488,084 dividend-adjusted shares are held in trust, with Robert O. Bratton,R. David Beaver, III, Roger L. Dick, Brendan P. Duffey, David C. Gaskin, Susan B. Gibson, J. Michael Massey and Christy D. Stoner, and Barbara S. Williams serving as trustees. During 2014, the Company commenced the process of terminating the ESOP and distributing plan assets to the ESOP participants.

Supplemental Executive Retirement Plan

The Company has implemented a non-qualified deferred compensation plan for certain executive officers. Certain of the plan benefits will accrue and vest during the period of employment, and can be paid in one lump sum payment or will be paid in fixed monthly benefit payments for up to ten years commencing with the officer’s retirement or separation from service under certain circumstances.

Effective December 31, 2008, this plan was amended and restated to comply with Section 409A of the Internal Revenue Code. The participants’ account liability balances were transferred into a trust fund, where investments can be participant-directed. The plan is structured as a defined contribution plan and the Company’s expected annual funding contribution for the participant has been calculated through the participant’s expected retirement date. Under terms of the agreement, the Company has reserved the absolute right, at its sole discretion, to either fund or refrain from funding the plan.

PENSION BENEFITS

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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 and Christy D. Stoner. Under the terms of the Split-Dollar Agreements, the proceeds from each policy are divided between the Company and the executive’s designated beneficiary with the executive’s designated beneficiary receiving up to 85% of the difference between the total proceeds of the policy and the policy’s cash value. The Company has also provided a term life insurance policy on Brendan P. Duffey. As of December 31, 2011,2013, the survivor’s benefit for the named beneficiaries of Mr. Dick, Mr. Duffey and Ms. Stoner under these life insurance policies was $2,556,602,$2,367,964, $1,000,000 and $1,033,671$969,137 respectively.

Restrictions on Executive Compensation

The Company is a participant in the U.S. Department of the Treasury’s TARP Capital Purchase Program. On December 23, 2008, the Company issued and sold to the Treasury shares of its preferred stock and a warrant to purchase common stock for an aggregate purchase price of $10.0 million in cash. In connection with the Treasury’s investment, the Company is required to place limitations on the compensation of its senior executive officers, applicable in certain situations. In that regard, each of Messrs. Dick, Duffey, Bratton and Talley and Ms. Stoner executed a waiver whereby the executive voluntarily released the Company from any and all obligations to pay compensation prohibited by federal law and waived any present or future claims against the Company for any changes to the executive’s regular, bonus or incentive compensation or benefit-related arrangements, agreements, or policies and any other changes required to be made by the Treasury. These officers have also entered into executive compensation modification agreements to ensure the Company’s compliance with the laws and regulations governing the Company’s participation in the TARP Capital Purchase Program. Furthermore, the American Recovery and Reinvestment Act of 2009 imposes additional restrictions on Mr. Dick as the Company’s most highly compensated employee. Specifically, the Company is prohibited from paying or accruing any bonus, retention award or incentive compensation to Mr. Dick during the time the Treasury holds its investment in the Company.

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Transactions with Management

TheUwharrie Bank, formerly Bank of Stanly, Anson Bank & Trust Co., and 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.

Loans made by the Company’s bank subsidiariessubsidiary 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 and dollar limitations on amounts of certain loans. In addition, Regulation O prohibits any favorable treatment being extended to any director or executive officer in any of the banks’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.

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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The American Recovery and ReinvestmentAs part of implementing the “say-on-pay” requirements of Section 14A of the Securities Exchange Act, of 2009 (“ARRA”) was enacted on February 17, 2009. This lawthe SEC requires that any proxy statement for ana non-binding advisory shareholder vote at the annual meeting to approve the Company’s compensation 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 itsnamed executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. This “say on pay”Such a proposal, is required during the period in which any obligation arisingcommonly known as a result of participation under“say-on-pay” proposal, gives shareholders the TARP Capital Purchase Program remains outstanding. Accordingly, our Board of Directors has proposed the following resolution for shareholder consideration:

Resolved, that the compensation paidopportunity to endorse or providednot to executive officers of Uwharrie Capital Corp (“the Company”) and its subsidiaries, andendorse the Company’s and its subsidiaries’executive pay program. Accordingly, in this Proposal 2 our shareholders are given the opportunity to cast an advisory vote on the Company’s executive compensation policies and practices, as described above in the tabular and narrative compensation disclosures contained in the Company’sthis proxy statement for its 2012 Annual Meeting, are hereby ratified and approved.statement.

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

Shareholders are encouraged to read the tabular disclosures regarding named executive officer compensation, together with the accompanying narrative disclosure.

The Company believes that its executive compensation is competitive, is focused on pay for performance principles, is aligned with the long-term interests of our shareholders and is necessary to attract and retain experienced, highly qualified executives critical to the Company’s success and the enhancement of shareholder value.

THE BOARD OF DIRECTORS BELIEVES THAT THE COMPANY’S EXECUTIVE COMPENSATION POLICIESPRACTICES ACHIEVE THESE OBJECTIVES, AND, PRACTICES ARE ALIGNED WITH OUR SHAREHOLDERS’ INTERESTS ANDTHEREFORE, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATIONAPPROVAL OF THIS PROPOSAL.

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PROPOSAL 3: NON-BINDING ADVISORY VOTE ON

THE FREQUENCY OF THE RESOLUTION REGARDINGADVISORY VOTE ON EXECUTIVE COMPENSATION