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    UWHARRIE CAPITAL CORP    

(Name of Registrantregistrant as Specified In Its Charter)specified in its charter)

(Name of Person(s) Filing Proxy Statement,person(s) filing proxy statement, if other than the Registrant)registrant)

Payment of Filing Fee (Check the appropriate box):

April , 2013

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 14, 2013, 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 2012 Summary Annual Report, Proxy Statement, and Appointment of Proxy (Proxy Card). The Summary Annual Report communicates our mission, 2012 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 five items to be voted upon at the meeting: (1) Election of Directors; (2) Amendment of Bylaws; (3) Advisory Vote on Executive Compensation; (4) Ratification of Appointment of Independent Registered Public Accounting Firm; and (5) Adjournment of the Annual Meeting in order to solicit additional proxies, if needed.

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 (mail), by telephone 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 Registrar and Transfer Company in Cranford, NJ, our Stock Transfer Agent, who will be tabulating votes.

Please mail your dinner reservation postcard to Uwharrie Capital Corp.

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 14, 2013.

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:

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

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

March 31, 2009April [—], 2013

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 12, 2009,14, 2013, at 6:3000 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 31, 2009April [—], 2013 to shareholders of record as of March 6, 2009.8, 2013.

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 whichthat is properly executed, submitted by mail or the internetreturned 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 seven (7)three (3) nominees for director named in Proposal 1 and “FOR” Proposals 2, 3, 4 and 3.5. 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 6, 20098, 2013 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 7,593,92920,000,000 shares are authorized and 7,502,496 shares were outstanding on March 6, 2009.8, 2013. There were approximately 3,4993,408 shareholders of the Company’s common stock on December 31, 2008.March 8, 2013.

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 from time to time designate. As of March 8, 2013, 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.

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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 seven (7)three (3) nominees receiving the greatest number of votes shall be elected.

In the case of Proposals 2, 3, 4 and 3,5 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.

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Beneficial Ownership of Securities by Directors, Nominees and Executive Officers

As of March 6, 2009,8, 2013, no shareholder known to management beneficially owned more than 5% of the Company’scompany’s common stock, except as disclosed in the following table.

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The following table lists the individual beneficial ownership of the Company’s common stock as of March 6, 2009,8, 2013, 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 14.30%5.66% 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 been timely 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.filed.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

The Company’s Bylaws currently 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 staggered terms of three (3) years. Each yearIn prior years, the terms of at least six (6) directors expirehave expired at the annual meeting and six (6)an equal number of persons arehave been elected as directors either for new three (3) year terms. Theterms or for a Special Term if that director was elected to fill a vacancy. In light of the proposed amendment to Article IV, Section 2 of the Company’s Bylaws, which would provide that the Board of Directors may consist of not fewer than twelve (12) nor more than twenty-one (21) members, the Board of Directors has nominated the six (6)three (3) persons

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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.

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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) 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.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FORW. Stephen Aldridge, III, Ph.D.” EACH OF THE NOMINEES NAMED IN PROPOSAL 1 ABOVE.

Mr. 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. 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. 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.

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

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

Incumbent DirectorsJoe 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’scompany 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.

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

Mr. Brooks has served on the Uwharrie Capital Corp Board since 2005, having also served a previous six-year term beginning in 1997. He is also past Board Vice Chairman and past Chairman of the Examining Committee, Human Resources Committee, and Properties Committee. He currently serves as the Chairman of the Uwharrie Capital Corp Board and Executive Committee and ex-officio member of all committees.

Ronald T. Burleson

Mr. Burleson is an employee and partner of the family business, Thurman Burleson & Sons Farm, cotton and grain farming operation, 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.

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.

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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 Examining Committee and Nominating Committee.

Bill C. Burnside, D.D.S.

Dr. Burnside has owned and operated a private dental practice in Albemarle, NC since 1978. 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.

Dr. Burnside was recruited to join the North Carolina Air National Guard in 1992, and served as a dentist at the Air Guard base in Charlotte, NC. He retired in May 2012 at the rank of Lieutenant Colonel, after serving as the Chief of Dental 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 Executive Committee and is Chairman of Examining Committee.

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 18 years. The company employs 75. Prior to founding JTG Racing and ST Motorsports, Mr. Geschickter spent 10 years at Procter & Gamble where he rose through corporate positions from

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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 recently retired after working for thirty years as a Geotechnical Engineer with the North Carolina Department of Transportation.

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 published articles in theJournal of Geotechnical Engineering, Transportation Research Record, and 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 an estate fund for First Lutheran Church. He is also a member of the Association of Citadel Men and the American Society of Civil Engineers.

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 has served on the Uwharrie Capital Corp Board since 2004. He serves on the Examining Committee and 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.

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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 current 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. He serves on the Executive Committee and Enterprise Risk Management Committee. He also serves on the subsidiary bank board of Anson Bank & Trust Co., since 2008, and currently serves as the Board Chairman.

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. He graduated with honors in 1971 from North Carolina State University with a degree in Textile Engineering. After 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 and the subsidiary bank board of Anson Bank & Trust Co. from 2000 to 2010. He previously served as the Chairman of the Board of Anson Bank & Trust Co. for four years. He serves on the Nominating Committee and Human Resources & Compensation Committee.

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Joseph R. Kluttz, Jr.

Mr. Kluttz is retired owner, secretary and treasurer of 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 as 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 the current Chairman 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 Examining Committee.

Lee Roy Lookabill, Jr.

Mr. Lookabill is President of Anson Real Estate and Insurance Co., Inc. in Wadesboro, NC, which employs four. 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.

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 previously 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 and the subsidiary bank board of Anson Bank & Trust Co. from 2003 until 2012. He serves on the Human Resources & Compensation Committee and Nominating Committee.

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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 includes eleven (11) directors whose terms will continue afterfor both the Annual Meeting.NC Dairy 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.

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 served as a member of the Uwharrie Capital Corp Board since 2005, having also served a previous six year term beginning in 1995. He serves as Vice Chairman of the Board of Directors and Executive Committee. He serves as Chairman of the Human Resources & Compensation Committee and is a member of the Nominating Committee.

Barry S. Moose

Mr. Moose is the Director of Operations and Maintenance for SEPI Engineering & Construction, Charlotte, NC. He has worked with SEPI since September 2012. Prior to September, he worked with the North Carolina Department of Transportation as a Division Engineer. Mr. Moose currently manages the operations of SEPI Engineering and oversees $250 million in construction contracts.

He has a Bachelor of Science degree in Engineering and a Master of Business Administration from The following table contains information about those eleven (11) incumbent directors.University of North Carolina at Charlotte.

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

Ms. Mynatt 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 and the Enterprise Risk Management Committee.

Timothy J. Propst

Mr. Propst is President and General Manager of Propst Construction Co., Inc., a utilities 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.

Mr. Propst is a graduate of Lenoir-Rhyne College, Hickory, NC, with a Bachelor of Arts degree in Business Administration.

Mr. Propst has served on the Board of Directors of Carolinas Associated General Contractors as well as past committee chairman of the CAGC Utility Division. He holds a General Contracting license for highway 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 and served on the subsidiary bank board of Cabarrus Bank & Trust Company from 2003 to 2011. He serves on the Nominating Committee and Human Resources & Compensation Committee.

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 she served in various positions, including President, President-Elect,

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Secretary and member 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.

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 Human Resources & Compensation 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.

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, Nominating 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.

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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. 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 on the Examining Committee, designated as the financial expert, and the Nominating Committee.

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 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 and the subsidiary bank board of Cabarrus Bank & Trust Company from 2003 until 2012. He serves on the Executive Committee, Human Resources & Compensation Committee and is Chairman of the Nominating 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 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 and two (2) strategic planning meetings during 2008.2012. Additionally, the Executive Committee held four (4) meetings during 2012. 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. FarmerRonald T. Burleson, Charles F. Geschickter, III, Cynthia L. Mynatt and LowderSusan J. Rourke, each of whom attended fewer than 75% of such meetings 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. Fourteen (14)Seventeen (17) of the Company’s eighteen (18) directors attended the 20082012 annual meeting of shareholders.

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

Human Resources & Compensation Committee. The current members of the Human Resources & Compensation Committee which performs the functions of a compensation committee, are Joe S. Brooks - Chair, Charles F. Geschickter, III, W. Chester Lowder – Chairman, W. Kenneth Huntley, Lee Roy Lookabill, Jr., Cynthia L. Mynatt, Timothy J. Propst, Susan J. Rourke, Donald P. Scarborough and Emily M. Thomas.Edward B. Tyson. 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

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decisions pertaining to compensation; however, this Committee makes recommendations to the various Boards based upon overall Company policy. The Human Resources & Compensation Committee met four (4)two (2) times during 2008.2012.

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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 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 James E. Nance – Chair,Edward B. Tyson - Chairman, Ronald T. Burleson, Charles D. Horne,W. Kenneth Huntley, Lee Roy Lookabill, W. Chester Lowder, Emmett S. Patterson, Timothy J. Propst, Susan J. Rourke, Donald P. Scarborough Douglas L. Stafford; and Emily M. Thomas.S. Todd Swaringen. The members of the Nominating Committee recommended the six (6)three (3) nominees for election to the Board of Directors.Directors at the Annual Meeting. The Nominating Committee met three (3) timesone (1) time during 2008.2012.

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, 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 various 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 2010 Annual Meeting2014 annual meeting should be submitted in writing to the Chief Executive Officer of the Company by December 1, 2009,November 30, 2013, 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

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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.

Examining Committee.The current members of the Examining Committee are JohnBill C. Burnside – Chairman, W. Shealy, Jr. – Chair, Joe S. Brooks,Stephen Aldridge, III, (who also serves as Bank of Stanly’s representative), Ronald T. Burleson, Thomas M. Hearne, Charles D. Horne andJr., Joseph R. Kluttz, Jr.Additionally,Jr., and S. Todd Swaringen. Additionally, Emmett S. Patterson W. Stephen Aldridge, III, and Estus B. White,James M. Monroe, Jr., who are directors of 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,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 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.

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The Examining Committee met seven (7)eight (8) times in 2008.2012. The Report of the Examining Committee is included on page 2031 of this proxy statement. The Examining 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.

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 Examining Committee and the Human Resources & Compensation Committee, as described above, as well as through other committees, including the Banks’ Loan Committees, the Special Assets Division, 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,

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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. The Enterprise Risk Management Committee is comprised of seven directors who are appointed by the Chairman of the Board, one of whom is designated as Chair of the committee, plus the following designated members of executive management of the holding company: the Company’s Chief Executive Officer, Chief Risk Officer, Chief Operating Officer, Chief Financial Officer, and Chief Marketing Officer. 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’s 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. 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.

Information security is the process by which an organization protects and secures its systems, media, and facilities that process and maintains information vital to its operations.

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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’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 company 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.

Director Compensation

During 2008,2012, 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 JulyMembers of 2008, directors began receiving a travelthe Examining Committee were paid $100 per hour for Examining Committee meetings attended due to the additional time required. Directors also received an allowance for meetings attended.

On March 1, 1994, the Company established a Directors’ Deferred Compensation Plan in accordancetravel associated with the lawstheir attendance at meetings of the StateBoard of North Carolina under which eachDirectors and its committees and reimbursement of any expenses for director could elect to defer receipteducation conferences.

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The following table presents a summary of feesall compensation earned by the Company’s directors for services rendered to the Companytheir service as a directorsuch 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 continued to defer receipt of fees under the plan during 2008. As ofyear ended December 31, 2008 this plan was terminated.2012.

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, or received by or deferred by Roger L. Dick, Brendan P. Duffey, R. David Beaver, III, Robert O. Bratton, Barbara S. Williams, Christy D. Stoner, Jeffrey M. Talley, W.D. “Bill” Lawhon, Jr., Jimmy L. StrayhornDana A. Maness, and Patricia K. Horton (the “Named Executive Officers”) for services rendered in all capacities during the fiscal years ended December 31, 20082012 and 2007.2011. 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 below summarizes the dollar amounts of each element of compensation and for incentive stock options, the expense recognizedaggregate grant date fair value computed in accordance with Accounting Standards Codification 718 issued by the Company pursuant to Statement of Financial Accounting Standards

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No. 123, as revised. Board. None of the Named Executive Officers received perquisites in an aggregate amount exceeding $10,000 during the fiscal years ended December 31, 2008 or 2007.2012 and 2011.

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SUMMARY COMPENSATION TABLE

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Stock Options and Incentives

At the 2006 Annual Meeting,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 Shareholdersshareholders also approved the Uwharrie Capital Corp 2006 Employee Stock Purchase Plan at the 2006 Annual Meeting.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.

No incentive stock options or purchase options were granted to the Named Executive Officers during 20072012 and 2008.2011.

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

GRANTS OF PLAN BASED AWARDS

The following table sets forth information regarding vested and unvested incentive stock options outstanding as of December 31, 2008.2012. 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 below pertaining to restricted stock or long-term compensation have been omitted.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Three of the Named Executive Officers exercised stock options during the fiscal year ended December 31, 2008.

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Employee Stock Ownership Plan

On January 1, 1999, theThe Uwharrie Capital Corp Employee Stock Ownership Plan and Trust (“ESOP”) became effective.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, 390,539658,529 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. Williamsserving as trustees.

Supplemental Executive Retirement Plan

The Company has implemented a non-qualifyingnon-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 at any time after attainment of the age specified in the officer’s plan agreement. The plan also provides for payment of death benefits and for payment of disability benefits in the event the officer becomes permanently disabled prior to attainment of retirement age.or separation from service under certain circumstances.

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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 as of December 31, 2008 will bewere transferred into a trust fund, where investments willcan 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. The plan also provides for payment of death benefits and for payment of disability benefits in the event the officer becomes permanently disabled prior to attainment of retirement age.

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 and Jimmy L. Strayhorn.Stoner. Under the terms of the Split-Dollar Agreements, the proceeds from each policy are divided between the Company and the executive,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, 2008,2012, the survivor’s benefit for the named beneficiaries of Mr. Dick, Mr. Duffey and Ms. Stoner and Mr. Strayhorn under these life insurance policies was $2,283,225,$2,196,602, $1,000,000 $1,060,319 and $365,523,$919,321 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.

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.

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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 and dollar limitations on amounts of certain loans andloans. In addition, Regulation O prohibits any favorable treatment being extended to any director or executive officer in any of the Bank’sbanks’ 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: AMENDMENT TO ARTICLE IV, SECTION 2 OF THE BYLAWS

The Proposed Amendment

The Board of Directors of the Company has approved and adopted, and recommends that the shareholders approve and adopt, Proposal 2, which provides for the amendment of Article IV, Section 2 of the Bylaws of the Company to provide that the Board of Directors may consist of not fewer than twelve (12) nor more than twenty-one (21) members.

Reasons for the Amendment

The Company announced on March 15, 2013, that it intends to merge its three subsidiary banks, Bank of Stanly, Cabarrus Bank & Trust Company, and Anson Bank & Trust Co., into one single bank. The Board of Directors of the Company has historically drawn its membership from the boards of directors of its three subsidiary banks. With the consolidation of the three subsidiary banks into a single financial institution, it is anticipated that the number of directors comprising the Company’s Board of Directors may be reduced. Notwithstanding this anticipated reduction in the size of the Board of Directors, to the extent that the Company expands organically or by acquisition in the future, or if qualified nominees for director are otherwise identified, flexibility in the size of the Board of Directors would be desirable. The Board of Directors believes that the proposed amendment to the Bylaws will provide flexibility in connection with the annual nomination of directors and that this flexibility is in the best interests of the Company and its shareholders.

If the proposal is approved, Article IV, Section 2 of the Bylaws will be amended and restated as follows:

Section 2.Number and Qualifications. The number of directors constituting the Board of Directors shall be not less than twelve (12) nor more than twenty-one (21) as from time to time may be fixed or changed within said minimum and maximum by a majority of the full Board of Directors. Directors must be shareholders of the Corporation owning at the time of their initial election or appointment and during their tenure as a director, shares of the Corporation having a fair market value of at least $5,000. Such calculation of fair market value shall be made at the time of such person’s appointment or election and at the end of each fiscal year. At least three-fourths of the directors of the Corporation shall be residents of communities served by the Corporation and its subsidiaries. Otherwise, directors need not be residents of the State of North Carolina.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE PROPOSED AMENDMENT TO THE COMPANY’S BYLAWS.

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PROPOSAL 3: 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”(“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 20092013 Annual Meeting, are 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 & Compensation 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 & Compensation 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’ INTERESTINTERESTS AND RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE RESOLUTION REGARDING EXECUTIVE COMPENSATION.

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PROPOSAL 3:4: 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,Goodman LLP, Certified Public Accountants, as the Company’s independent accountants for 2009,2013, and a proposal to ratify that appointment will be submitted for shareholder approval at the Annual Meeting. A representative of Dixon Hughes PLLCGoodman LLP is expected to be present at the Annual Meeting and available to respond to appropriate questions, and the representative 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 feesPlease see below for additional information regarding Audit Fees paid to Dixon Hughes PLLC in various categories in 2008 and 2007.

All services rendered by Dixon Hughes PLLC during 2008 and 2007 were subject to pre-approval byGoodman LLP as well as the Report of the Examining Committee.

AUDIT FEES

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DIXON HUGHES PLLCGOODMAN LLP AS THE COMPANY’S INDEPENDENT REGISTRED PUBLIC ACCOUNTING FIRMACCOUNTANTS FOR 2009.2013.

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ReportAUDIT FEES

The Company has incurred or expects to incur the fees in connection with its annual audit and quarterly reviews of the Company’s consolidated financial statements.

The Company also engages Dixon Hughes Goodman LLP to provide other attest and audit-related services. These fees were primarily related to a custody audit, compliance examinations, and audits of the Company’s benefit plans. All services rendered by Dixon Hughes Goodman LLP during 2012 and 2011 were subject to pre-approval by the Examining CommitteeCommittee.

The following table sets forth the fees paid to Dixon Hughes Goodman LLP in various categories in 2012 and 2011

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 examinationoversight of the Company’s audit process in 2008,2012, the Examining Committee reviewed and discussed the audited consolidated financial statements with management. The Examining Committee, prior to approving the consolidated financial statements for inclusion in the Company’s Form 10-K, also discussed with the independent auditors, Dixon Hughes PLLC,Goodman LLP, all matters required to be discussed by the Statement of Auditing Standards No. 61, as amended,auditing standards as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Furthermore, the Examining Committee received from Dixon Hughes PLLCGoodman LLP disclosures regarding their independence required by the Independence Standards Board Standard No. 1, as amended and discussed such information with Dixon Hughes PLLC.Goodman LLP.

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Based on the review and discussions above, the Examining Committee (i) recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 20082012, for filing with the SEC and (ii) recommended that shareholders ratify the appointment of Dixon Hughes PLLCGoodman LLP as auditors for 2009.2013.

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.Goodman LLP. The Examining Committee has determined that it is compatible with maintaining the independence of Dixon Hughes PLLC.Goodman LLP.