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Peoples Community Capital Corporation
-------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
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PEOPLE'S COMMUNITY CAPITAL CORPORATION
125 Park Avenue, S.W.
Aiken, South Carolina 29801

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2002

TO OUR SHAREHOLDERS:

You are cordially invited to attend the 2002 Annual Meeting of
Shareholders of People's Community Capital Corporation, which is the holding
company for People's Community Bank of South Carolina. This letter serves as
notice that the Annual Meeting will be held at our new office located at: 125
Park Avenue, S.W., Aiken, South Carolina 29801 on Thursday, April 25, 2002, at
5:15 p.m., for the following purposes:

1. To elect four members to our Board of Directors; and

2. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.

Shareholders owning our common stock at the close of business on March
15, 2002 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the Company's offices prior to the
meeting. At the meeting, we will report on our performance in 2001 and answer
your questions. We are pleased with our accomplishments in 2001 and look forward
to discussing both the past year and our current plans with you. We hope that
you can attend the meeting and look forward to seeing you there.

Please use this opportunity to take part in the affairs of your Company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.

By Order of the Board of Directors,

/s/ Tommy B. Wessinger

Tommy B. Wessinger
Chief Executive Officer

Aiken, South Carolina
March 25, 2002

PEOPLE'S COMMUNITY CAPITAL CORPORATION
125 Park Avenue, S.W.
Aiken, South Carolina 29801

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 25, 2002

Our Board of Directors is soliciting proxies for the 2002 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.

VOTING INFORMATION

The Board set March 15, 2002 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,042,988 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.

When you sign the proxy card, you appoint Tommy B. Wessinger and Thomas
H. Lyles as your representatives at the meeting. Mr. Wessinger and Mr. Lyles
will vote your proxy as you have instructed them on the proxy card. If you
submit a proxy but do not specify how you would like it to be voted, Mr.
Wessinger and Mr. Lyles will vote your proxy for the election to the Board of
Directors of all nominees listed below under "Election Of Directors." We are not
aware of any other matters to be considered at the meeting. However, if any
other matters come before the meeting, Mr. Wessinger and Mr. Lyles will vote
your proxy on such matters in accordance with their judgment.

You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.

Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal, the
abstention does not count as a vote in favor of or against the proposal.

We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about March 25,
2002.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class III directors will
expire at the meeting. The terms of the Class I directors expire at the 2003
Annual Shareholders Meeting. The terms of the Class II directors will expire at
the 2004 Annual Shareholders Meeting. Our directors and their classes are:

Class I Class II Class III
------- -------- ---------

Margaret Holley-Taylor Raymond D. Brown Thomas H. Lyles
Clark D. Moore, M.D. Alan J. George James D. McNair
Donald W. Thompson Anthony E. Jones Russell D. Phelon
John B. Tomarchio, M.D. Tommy B. Wessinger

Shareholders will elect four nominees as Class III directors at the
meeting to serve a three-year term, expiring at the 2005 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the four nominees receiving the highest number of
votes will be elected.

The Board of Directors recommends that you elect Thomas H. Lyles, James
D. McNair, Russell D. Phelon, and Tommy B. Wessinger as Class III directors.

If you submit a proxy but do not specify how you would like it to be
voted, Mr. Wessinger and Mr. Lyles will vote your proxy to elect Mr. Lyles, Mr.
McNair, Mr. Phelon, and Mr. Wessinger. If any of these nominees is unable or
fails to accept nomination or election (which we do not anticipate), Mr.
Wessinger and Mr. Lyles will vote instead for a replacement to be recommended by
the Board of Directors, unless you specifically instruct otherwise in the proxy.

Set forth below is certain information about the nominees, each of whom
is a director of the bank and has been a director of the company since its
formation in 1997, except for Mr. Lyles who was appointed as a director of our
company and our bank in 2001:

Thomas H. Lyles, 52, is a Class III director of our company and is the
president and chief operating officer of our company and our bank. He resides in
Aiken, South Carolina and is a graduate of Wofford College, Spartanburg, where
he received his Bachelors Degree in Economics. Mr. Lyles received his Masters
Degree in Business Administration from the University of South Carolina,
Columbia. He is also a graduate of the BAI School of Bank Operations at the
University of Wisconsin, Madison. From 1973 to 1989 Mr. Lyles held positions in
audit, personnel, branch administration, and operations with Bankers Trust of
South Carolina. In 1989 he joined Carolina Southern Bank, Spartanburg, as
executive vice president, corporate secretary, and cashier. At the time of the
sale of Carolina Southern, Mr. Lyles functioned as the chief operating officer,
chief financial officer, and corporate secretary, and was also a member of the
board of directors. He remained with Carolina Southern until 2001.

James D. McNair, 84, is a Class III director of our company and vice
chairman of our company. He resides in Aiken, South Carolina and attended the
University of South Carolina. He is a graduate of Canon Trust School and the
School of Banking of the South at Louisiana State University. Mr. McNair was the
president of Farmers and Merchants Bank of Aiken from 1963 to 1983 and was
senior executive vice president of Citizens & Southern National Bank from 1983
until 1984. He served as a member of the advisory board of NationsBank until
December 1996. Mr. McNair is a past president of the South Carolina Association
of Independent Bankers and the South Carolina Bankers Association. He is also a
past member of the South Carolina Board of Financial Institutions and was
elected Man of the Year in 1984 by the Greater Aiken Chamber of Commerce. Mr.
McNair is a charter member, organizer and director of the Lower Savannah Council
of Governments and president of the Lower Savannah Council of Governments
Development Corporation. He is an honorary member of the Aiken Rotary Club and
was also an organizer and past president of Friends of Hopelands, a charitable
organization in Aiken. In 1999 Mr. McNair was recognized for 50 years in banking
by the South Carolina Banker's Association. In 2000 he was named Independent
Banker of the Year by the South Carolina Association of Independent Bankers.

Russell D. Phelon, 60, is a resident of Aiken, South Carolina and is a
Class III director of our company. He graduated from Rensselaer Polytechnic
Institute in 1963 with a Bachelors Degree in Mechanical Engineering and attended
Babson Institute in Wellesley, Massachusetts from 1963 until 1964. He is the
president and chief executive

officer of R.E. Phelon Company, Inc., which is headquartered in Aiken, South
Carolina, of Carlin Combustion Technology, Inc. in Massachusetts, of Power
Parts, Inc. in Puerto Rico, and of Phelon Motorsports, Inc. of Aiken. Mr. Phelon
has served on the board of directors of Springfield Wire Company in Springfield,
Massachusetts and the board of trustees of Western New England College.

Tommy B. Wessinger, 64, is a Class III director of our company and is
also the chairman and chief executive officer of our company and our bank. He is
a resident of Aiken, South Carolina and attended Clemson University. He is also
a graduate of the University of North Carolina School of Banking, the Graduate
School of Banking of the South, L.S.U., and the Executive Management School at
Columbia University. Mr. Wessinger began his banking career in 1968 with Bankers
Trust of South Carolina, working in various positions and in various cities
throughout South Carolina. In 1982, Mr. Wessinger became a regional executive
for Bankers Trust where he was responsible for all branches throughout a ten
county region, including Aiken County. Mr. Wessinger continued to serve in this
role after NCNB acquired Bankers Trust from 1986 until 1992. Following the
merger of C&S Bank and NCNB, which resulted in the formation of NationsBank, Mr.
Wessinger was employed by NationsBank as a senior banking executive and senior
commercial area executive for the Aiken County area from 1992 until his
retirement in 1995. Mr. Wessinger is a recipient of The Order of the Palmetto
and was named Man of the Year in 1994 by the Greater Aiken Chamber of Commerce.
He is a member of the board of directors of the Independent Banks of South
Carolina, a board member of the Economic Development Board of Aiken and
Edgefield Counties, and a current member of the Aiken Rotary Club.

Set forth below is also information about each of our company's and
bank's other directors and executive officers. Each of the following directors
has been a director of our company since our formation in 1997. Each director is
also a director of our bank.

Raymond D. Brown, 57, is a Class II director of our company. He resides
in North Augusta, South Carolina and is a graduate of Auburn University where he
received a Bachelors Degree in Building Construction. He is currently the
president and chief executive officer of R.D. Brown Contractors, Inc., a general
construction company specializing in commercial and industrial construction. He
has served on the Chamber of Commerce Board and the NationsBank Advisory Board
in North Augusta, South Carolina.

Jean H. Covington, 44, is the controller and chief financial officer of
our company and our bank. She resides in Aiken, South Carolina and graduated
from Clemson University in 1979 with a bachelor of science degree in Financial
Management. She received her Certified Public Accountant's license in 1982. In
her career she has held senior financial positions with various companies and
was an auditor with Arthur Andersen & Co. from 1979 - 1982. She has been
responsible during her career for all financial and administrative management,
accounting, budget, and treasury functions of the companies for which she has
been the financial officer. In 1999, Ms. Covington attended the ABA Graduate
School of Bank Investments and Financial Management at the University of South
Carolina, Columbia. She is a member of the Central Chapter of CPA's, the South
Carolina Association of CPAs, the American Institute of Certified Public
Accountants and is also a member of First Presbyterian Church, Aiken.

Alan J. George, 52, is a Class II director and vice chairman of our
company and our bank. He served as the president and chief operating officer of
our bank until March 26, 2001 when he became vice chairman. He is a resident of
Aiken, South Carolina and a graduate of the University of South Carolina,
Columbia where he received a Bachelors Degree in English. He is also a graduate
of the Canon Trust School in Charlotte, North Carolina and the Stonier Graduate
School of Banking. He graduated from the University of South Carolina School of
Law in 1974. Mr. George is chairman of the Aiken Housing Committee, a member of
the Salvation Army Boys & Girls Club Advisory Council, and a board member for
the Salvation Army. He is also a member of the South Carolina Bar Association,
the Aiken County Bar Association, the Aiken Rotary Club, and the St. Thaddeus
Episcopal Church. He is a former member of the Board of the University of South
Carolina Education Foundation, the Investment Policy Committee, the University
of South Carolina Aiken Partnership Board and is past president and a former
member of the executive committee of the Trust Division for the South Carolina
Bankers Association. Mr. George is also a member of the Corporation, Banking and
Securities Law Section of the South Carolina Bar Association.

Charles E. Harmon, 70, is executive vice president and senior credit
officer of our bank. He is a resident of Lexington County, South Carolina and a
graduate of the University of South Carolina. Prior to joining People's
Community Bank, he worked 31 years in banking with The First National Bank of
South Carolina and South Carolina National Bank, retiring December 31, 1991.
During his banking career he held positions as an installment loan officer,
branch manager, city executive, commercial loan officer and from 1977 until
retirement, head of loan administration. He is a graduate of The Graduate School
of Banking of The South at Louisiana State University and a graduate of the
National Commercial Lending Graduate School at the University of Oklahoma. Since
retiring in 1991, he has owned and operated his own business consulting company,
CEH Associates, Inc., working with several financial institutions in South
Carolina. He is a member of the board of directors of Carolina Capital
Investment Corporation. He is a member of Pisgah Lutheran Church where he serves
on Church Council and as treasurer of the Pisgah Endowment Fund.

Anthony E. Jones, 39, is a Class II director of our company. Mr. Jones
is a resident of Augusta, Georgia. Mr. Jones majored in Finance at the
University of Georgia, where he received a bachelor's degree in Business
Administration. From 1985 to 1996 he was the general manager and treasurer of
Gerald Jones VW Inc. and, since 1996, has been the president and chief executive
officer of that company. He is also a member of the Augusta Country Club, and
Warren Baptist Church in Augusta.

L. Stephen Lineberry, 56, is the senior vice president of operations
for our bank. He resides in North Augusta, South Carolina and attended Augusta
College. He is also a graduate of the American Institute of Banking. Mr.
Lineberry worked for Bankers First Data Services, Inc. from 1983 until 1996,
serving as president and chief operating officer from 1990 until 1996. He is a
retired member of the Georgia Army National Guard, and a member of the advisory
board of the Georgia-Carolina Council of the Boy Scouts of America.

Clark D. Moore, M.D., 57, is a Class I director of our company and is a
resident of Aiken, South Carolina. Dr. Moore graduated from the University of
Illinois under a Western Golf Association Evans Scholarship, a National Merit
Scholarship and an Illinois State Scholarship. He received a Masters Degree from
Loyola University, graduated with Honors in Medicine from the St. Louis
University School of Medicine, and trained in general surgery and orthopedic
surgery at the Medical College of Virginia. In 1993 he was awarded the Order of
the Palmetto, the highest civilian award presented by the State of South
Carolina. He is a member of the American Association of Orthopedic Surgery, the
American Medical Association, the South Carolina Orthopedic Society, and the
Eastern Orthopedic Association. He is a member of the board of trustees of the
Aiken Regional Medical Centers Hospital and previously served on the board of
directors of the Hitchcock Rehabilitation Center. Dr. Moore is the founder and
senior partner of Carolina Orthopedic Associates P.A., founder and developer of
the Aiken Medical Center, and founder of Preferred Care, a physician hospital
organization. He is an active member of the Aiken Chamber of Commerce and a
former member of the advisory board for NationsBank in Aiken, South Carolina.

Margaret Holley-Taylor, 67, is a Class I director of our company. She
is a resident of Aiken, South Carolina and the owner of Aiken Office Supply. Ms.
Holley-Taylor received the "Small Business Person of the Year" award in 1986 and
was a recipient of the Finalist Award as the "Aiken County Small Business Person
of the Year" in 1991. She previously served on the NationsBank Advisory Board
and the Partnership Board of the University of South Carolina, Aiken, and was on
the board of directors for the Aiken Chamber of Commerce and the Aiken United
Way, where she also served as treasurer for three years. She is a member of the
Woodside Plantation Country Club, the Houndslake Country Club, the National
Business Products Industry Association, and the Millbrook Baptist Church.

Donald W. Thompson, 56, is a Class I director of our company and a
resident of North Augusta, South Carolina. He has been president of Windsor
Jewelers, Inc. since 1989 and has been active in the jewelry industry for more
than 35 years. Mr. Thompson is a member of the Augusta Kiwanis.

John B. Tomarchio, M.D., 49, is a Class I director of our company and a
resident of Aiken, South Carolina. He graduated summa cum laude from Central
Florida University with a Bachelors Degree in Microbiology and is a graduate of
Louisiana State University Medical School. He also received specialty training
at Tulane University Medical Center and the Medical College of Georgia and is
board certified in Emergency Medicine. He is the founder and former president
and chief executive officer of South Carolina Physicians Care, a physicians
multi-specialty group. Dr. Tomarchio served as president of the Aiken County
Medical Society and was appointed to the board of directors of the
Aiken-Barnwell Mental Health Association by both South Carolina Governor
Campbell and Governor Beasley. He was a member of the Aiken Judicial-Public
Safety Commission, the City of Aiken Planning Commission, the Aiken County
Indigent Care Commission, and the vice chairman of the Aiken Emergency Services
Subcommittee. Dr. Tomarchio currently serves as senior physician with the
Westinghouse Savannah River Company. He is also an active member of a number of
professional associations including the Aiken County Medical Society, the South
Carolina Medical Association, the American Medical Association, and the American
College of Physicians.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary of Cash and Certain Other Compensation

The following table shows the cash compensation we paid to our chief
executive officer, vice chairman, and president for the years ended December 31,
1999 through 2001. None of our other executive officers earned total annual
compensation, including salary and bonus, in excess of $100,000 in 2001.

Summary Compensation Table
Long Term
Compensation
Annual Compensation (1) Awards (2)
----------------------- --------------
Other Annual Number of Securities
Name and Principal Position Year Salary Bonus Compensation Underlying Options
- --------------------------- ---- ------ ----- ------------ ------------------

Tommy B. Wessinger 2001 $48,958 -- $ 5,795 --
Chairman and Chief Executive 2000 $75,000 -- $ 4,358 --
Officer of the Company 1999 $75,000 -- $ 2,980 11,025 (2)
and the Bank

Alan J. George 2001 $90,000 -- $14,251 --
Vice Chairman of the Company 2000 $90,000 -- $12,872 --
and the Bank 1999 $90,000 -- $13,825 --

Thomas H. Lyles 2001 $90,885 -- $ 4,800 21,000 (2)
President and Chief Operating 2000 -- -- -- --
Officer of the Company and 1999 -- -- -- --
the Bank

(1) Our executive officers of the Company also received indirect
compensation in the form of certain perquisites and other personal
benefits. The amount of such benefits received in the fiscal year by each
named executive officer did not exceed 10% of the executive's annual salary
and bonus.

(2) A 5% stock dividend was paid on March 1, 2001 and again on January 2, 2002.
All share amounts have been adjusted for the effect of the stock dividends
paid.

Employment Agreements

We entered into employment agreements with both Mr. Wessinger and Mr.
George for five year terms beginning March 3, 1997. At the end of each term,
upon adoption of a resolution by our Board of Directors, each term shall be
extended for an additional year so that each remaining term shall continue to be
for five years unless either Mr. Wessinger or Mr. George provide written notice
to fix their terms to finite terms of five years commencing with the later date
of March 3, 1997, or the date of the latest Board resolution extending each
term.

Tommy B. Wessinger We entered into an employment agreement with Mr.
Wessinger pursuant to which he serves as the chairman and chief executive
officer of our company and our bank. The employment agreement provides a salary
of $75,000 plus his yearly medical insurance premium. In addition, in lieu of
salary before we opened the bank, in 1998 the company agreed to issue 5,250
shares of common stock to Mr. Wessinger for no additional consideration.

Alan J. George We entered into an employment agreement with Mr. George
pursuant to which Mr. George served as the president and chief operating officer
of our company and our bank and will continue to serve as vice chairman of our
bank. The employment agreement provides for a salary of $90,000 plus his yearly
medical insurance premium.

Both of these agreements provide that the executive will be eligible to
participate in any management incentive program of our bank or any long-term
equity incentive program and will be eligible for grants of stock options and
other awards thereunder. Each executive will also participate in our retirement,
welfare and other benefit programs and is entitled to reimbursement for
automobile expenses, club dues, and travel and business expenses. In addition,
under the agreements, on each anniversary of the opening date of our bank, Mr.
Wessinger and Mr. George will be eligible to receive a cash bonus in an amount
determined by the disinterested directors. The amount of the bonuses will be
based on performance levels established by our Board from time to time.

Both agreements provide for certain benefits for Mr. George and Mr.
Wessinger in the event of a change of control. If we terminate either Mr.
Wessinger's or Mr. George's employment without cause or if Mr. Wessinger's or
Mr. George's employment is terminated due to a sale, merger or dissolution of
our company or our bank, we will be obligated to continue their salaries and
bonuses for the first twelve months thereafter plus one-half of their salaries
and bonuses for the second twelve months thereafter. Furthermore, we must remove
any restrictions on outstanding incentive awards so that all such awards vest
immediately and our company must continue to provide medical benefits to Mr.
Wessinger and Mr. George until they reach the age of 65.

In addition, each employment agreement provides that following
termination of their employment with our bank and for a period of twelve months
thereafter, neither Mr. Wessinger, nor Mr. George, may (i) be employed in the
banking business as a director, officer at the vice-president level or higher,
or organizer or promoter of, or provide executive management services to, any
financial institution within Aiken County, (ii) solicit major customers of our
bank for the purpose of providing financial services, or (iii) solicit employees
of our bank for employment.

Thomas H. Lyles Mr. Lyles began employment with us on March 26, 2001 as
the president and chief operating officer of our bank. Mr. Lyles does not have a
formal employment agreement.

Option Grants In Last Fiscal Year

The following table sets forth information concerning the grant of
stock options to the president and chief operating officer of our bank during
the year ended December 31, 2001.

Number of Percent of
Securities Total Options Exercise or
Underlying Granted to Base Price
Options Employees in (Dollars per Expiration
Granted Fiscal Year Share) Date
------------ --------------- -------------- --------------

Thomas H. Lyles 21,000 54% $9.07 04/17/11

We also granted 38,750 options to employees pursuant to the People's Community
Capital Corporation 1998 Stock Incentive Plan, approved by our board of
directors and shareholders. We may grant options under the 1998 Stock Incentive
Plan for up to 275,625 shares to our officers, directors, and employees. (All of
these figures are adjusted for the 5% stock dividend we paid on January 2,
2002.)

Aggregated Option Exercise and Year-end Option Values

Number of Unexercised Securities Value of Unexercised In-the-Money
Underlying Options at Fiscal year End (#) Options at Fiscal Year End ($)(1)
------------------------------------------- -------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------

Alan J. George 42,748 6,750 $ 189,374 $ 29,902
Thomas H. Lyles 5,250 15,750 $ 23,257 $ 69,773
Tommy B. Wessinger 51,568 8,955 $ 228,446 $ 39,671

(1) The last trade of which we are aware prior to December 31, 2001 was at
$13.50. All options are exercisable at $9.07 per share making the value at
$4.43 per share.

Director Compensation

We issued stock options for 5,512 shares (as adjusted for stock
dividends paid) of common stock to each of our outside director in 1998. These
options are exercisable at $9.07 per share and vest over five years. Our bank
paid a fee of $300 to the directors for each Board meeting attended in 2001.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

General

The following table shows how much common stock in our company is owned
by the directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 15, 2002.

Number of Shares % of Beneficial
Name Owned (1) Right to Acquire (2) Ownership(3)
---- --------- -------------------- ---------------

Raymond D. Brown 18,585 4,410 2.20%
Carolina First Investments, LP 52,368 -- 5.02%
Alan J. George 979 42,748 4.03%
Margaret Holley-Taylor 19,293 4,410 2.26%
Anthony E. Jones 40,342 4,410 4.27%
Thomas H. Lyles 2,100 5,250 0.70%
James D. McNair 16,538 4,410 2.00%
Clark D. Moore, M.D. 38,036 4,410 4.05%
Russell D. Phelon 73,204 4,410 7.41%
Donald W. Thompson 19,625 4,410 2.29%
John B. Tomarchio, M.D. 21,223 4,410 2.45%
Tommy B. Wessinger 22,050 51,568 6.73%

Executive officers and directors as a 283,440 154,486 36.57%
group (14 persons)

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

(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse, or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.

Does not include shares that may be acquired by exercising stock
options.

(2) Includes shares that may be acquired within the next 60 days by
exercising stock options which vest by that date but does not include
any other stock options.

(3) Determined by assuming the named person exercises all options
which he or she has the right to acquire within 60 days, but that no
other persons exercise any options.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the year ended December 31, 2001, the Board of Directors of the
company held 12 meetings and the Board of Directors of the bank held 12
meetings. All of the directors of our company and our bank attended at least 75%
of the aggregate of such board meetings and the meetings of each committee on
which they served.

The company's board of directors has appointed a number of committees,
including an audit committee and personnel and compensation committee. The audit
committee is composed of Mr. Jones, as chairman, Mssrs. Phelon, and Moore, and
Mrs. Holley-Taylor. Each of these members are considered "independent" under
Rule 4200(a)(14) of the National Association of Securities Dealers' listing
standards. The audit committee met three times in 2001.

The audit committee has the responsibility of reviewing the company's
financial statements, evaluating internal accounting controls, reviewing reports
of regulatory authorities, and determining that all audits and examinations
required by law are performed. The committee recommends to the board the
appointment of the independent auditors for the next fiscal year, reviews and
approves the auditor's audit plans, and reviews with the independent auditors
the results of the audit and management's responses. Operating under a written
charter, the committee is responsible for overseeing the entire audit function
and appraising the effectiveness of internal and external audit efforts. The
audit committee reports its findings to the board of directors.

Report of the Audit Committee of the Board

The report of the audit committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the company specifically
incorporates the information contained in the report by reference, and shall not
be deemed filed under such acts.

The audit committee has reviewed and discussed with management the
audited financial statements. The audit committee has discussed with the
independent auditors the matters required to be discussed by the Statement on
Auditing Standards No. 61. The audit committee has received from the independent
auditors the written disclosures and the letter required by Independent
Standards Board Standard No. 1 ("Independence Discussions with Audit
Committees") and has discussed with the independent auditors the independent
auditor's independence from the company and its management. In reliance on the
reviews and discussions referred to above, the audit committee recommended to
the company's board of directors that the audited financial statements be
included in the company's Annual Report and referenced on SEC Form 10-KSB for
the fiscal year ended December 31, 2001 for filing with the SEC.

The report of the audit committee is included herein at the direction
of its members, Mssrs. Jones, Phelon, Moore, and Mrs. Holley-Taylor.

Audit Fees

The aggregate fees billed for professional services rendered by the
independent auditors during the company's 2001 fiscal year for review of the
company's annual financial statements and those financial statements included in
the company's quarterly reports filed on SEC Form 10-QSB totaled $16,800.

Financial Information Systems Design and Implementation Fees

We did not engage the independent auditors to provide, and the
independent auditors did not bill for, professional services regarding financial
information systems design and implementation during the year ended December 31,
2001.

All Other Fees

The aggregate fees billed for non-audit services rendered by the
independent auditors during the Company's 2001 fiscal year totaled $1,350 for
preparation of federal and state income tax returns and $1,950 for miscellaneous
non-audit services. In addition, we engaged Elliott Davis Technology Solutions,
LLC, an affiliate of Elliott Davis, LLP, to provide computer technical support
services including purchase of computer equipment for which we paid Elliott
Davis Technology Solutions, LLC $44,793.

Other Committees

Our personnel and compensation committee is responsible for
establishing the compensation plans for our bank employees. Its duties include
the development with management of all benefit plans for employees of our

bank, the formulation of bonus plans, incentive compensation packages, and
medical and other benefit plans. This committee met two times during the year
ended December 31, 2001. Currently, the personnel and compensation committee is
composed of Mr. Jones, as chairman, and Mssrs. Moore, and McNair.

We do not have a nominating committee or a committee serving a similar
function.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Interests of Management and Others in Certain Transactions

We enter into banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates. It is the our
policy that these transactions be on substantially the same terms (including
price, or interest rates and collateral) as those prevailing at the time for
comparable transactions with unrelated parties. We do not expect these
transactions to involve more than the normal risk of collectibility nor present
other unfavorable features to us. Loans to individual directors and officers
must also comply with our bank's lending policies and statutory lending limits,
and directors with a personal interest in any loan application are excluded from
the consideration of the loan application. We intend for all of our transactions
with our affiliates to be on terms no less favorable to us than could be
obtained from an unaffiliated third party and to be approved by a majority of
disinterested directors.

In 2001, construction was completed on the new corporate office and
main branch in downtown Aiken. The building contract was signed with R.D. Brown
Contractors of North Augusta for $1,085,435. R.D. Brown Contractors is owned by
one of our directors, Raymond D. Brown. Total approximate cost of the project,
including land and improvements, was $1,600,000.

COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934

As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors and executive officers, and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, we believe that all such reports for these persons
were filed in a timely fashion during 2001, except that John B. Tomarchio failed
to file a Form 4 in connection with a transaction executed during 2001; this
delinquency was corrected and filed with the SEC on February 13, 2002 on Form 5.

INDEPENDENT AUDITORS

We have selected the firm of Elliott Davis L.L.P. to serve as the
independent auditors to the company for the year ending December 31, 2002. We do
not anticipate that a representative from this firm will be present at the
meeting.

SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING OF SHAREHOLDERS

If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2003 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
November 26, 2002. To ensure prompt receipt by the company, the proposal should
be sent certified mail, return receipt requested. Proposals must comply with our
bylaws relating to shareholder proposals in order to be included in our proxy
materials.

March 25, 2002

PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
PEOPLE'S COMMUNITY CAPITAL CORPORATION
To be held on April 25, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby constitutes and appoints Tommy B. Wessinger and
Thomas H. Lyles, and each of them, his or her true and lawful agents and proxies
with full power of substitution in each, to represent and vote, as indicated
below, all of the shares of Common Stock of People's Community Capital
Corporation that the undersigned would be entitled to vote at the Annual Meeting
of Shareholders of the Company to be held at the new office located at: 125 Park
Avenue, S.W., Aiken, South Carolina 29801 on Thursday, April 25, 2002, at 5:15
p.m., and at any adjournment, upon the matters described in the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which
is acknowledged. These proxies are directed to vote on the matters described in
the Notice of Annual Meeting of Shareholders and Proxy Statement as follows:

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted: "for" Proposal No. 1 to elect the four identified Class III
directors to serve on the Board of Directors each for three-year terms.

1. PROPOSAL to elect the four identified Class III directors to serve for
three year terms.

Thomas H. Lyles
James D. McNair
Russell D. Phelon
Tommy B. Wessinger

|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed (except as marked to to vote for all nominees
the contrary)

(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominees name(s) in the space provided below).

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

Dated: , 2002
---------------------------

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Signature of Shareholder(s)

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Please print name clearly

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Signature of Shareholder(s)

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Please print name clearly

Please sign exactly as name or names
appear on your stock certificate. Where
more than one owner is shown on your
stock certificate, each owner should
sign. Persons signing in a fiduciary or
representative capacity shall give full
title. If a corporation, please sign in
full corporate name by authorized
officer. If a partnership, please sign
in partnership name by authorized
person.