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:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

____
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:________

(2) Aggregate number of securities to which transaction applies:___________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):___________________________________________________________

(4) Proposed maximum aggregate value of transaction:_______________________

(5) Total fee paid:________________________________________________________

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: _________________________________________

(2) Form, Schedule or Registration Statement no.: ___________________
(3) Filing Party: ___________________________________________________

(4) Date Filed: _____________________________________________________

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

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

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

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

Date: April 30, 2002

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

The purposes of the meeting are:

1. To elect six directors to three year terms;

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

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

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

By Order of the Board of Directors

Roger L. Dick
Chief Executive Officer

April 2, 2002

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

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

ANNUAL MEETING OF SHAREHOLDERS

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

Voting of Proxies

Persons named in the enclosed appointment of proxy as proxies (the
"Proxies") to represent shareholders at the Annual Meeting are Roger L. Dick,
Ronald B. Davis and Christy D. Stoner. Shares represented by each appointment of
proxy which is properly executed, returned and not revoked, will be voted in
accordance with the directions contained therein. If no directions are given,
such shares will be voted "FOR" the election of each of the six nominees for
director named in Proposal 1, and "FOR" Proposal 2. If, at or before the time of
the Annual Meeting, any nominee named in Proposal 1 has become unavailable for
any reason, the 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 19, 2002, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only shareholders of record on that
date will be eligible to vote on the proposals described herein.

Voting Securities

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

Voting Procedures; Votes Required for Approval

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

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

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

Revocation of Appointment of Proxy

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

Expenses of Solicitation

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

Authorization to Vote on Adjournment and Other Matters

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

Beneficial Ownership of Securities by Directors

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

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

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

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

Joe S. Brooks 19,499
Albemarle, NC

Ronald T. Burleson 15,344(5)
Richfield, NC

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

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

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

Kyle H. Josey 819
Norwood, NC

B. Franklin Lee 4,370
Norwood, NC

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

Joyce H. Little 1,322
Oakboro, NC

Buren Mullis 32,781
Locust, NC

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

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

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

A. James Russell 2,405
Albemarle, NC

Don M. Russell 1,030
Locust, NC

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

Hugh E. Wallace 58,176
Wadesboro, NC

All current directors standing
for reelection, new nominees
for director and executive 516,442
officers as a group (21
persons) /(10)/

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

(2) Includes shares over which the named individual shares voting and
investment power as follows: Mr. Allen - 26 shares; Mr. Brooks - 8,115
shares; Dr. Burnside - 8,380 shares; Dr. Link - 8,741 shares; Dr.
Murray - 12,763 shares; Mr. J. Russell - 396 shares; and Mr. Wallace -
58,176 shares.

(3) Includes 217 shares held by Mr. Allen as custodian for minor children.

(4) Includes 21,903 shares held by Ms. Beane as independent trustee for the
Raymond J. Miller Charitable Remainder Unitrust.

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

(6) Includes 1,267 shares held by Dr. Burnside as custodian for minor child
and 395 shares held by Dr. Burnside's spouse.

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

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

(9) Includes 2,038 shares held by Mr. Newport as custodian for minor
children.

(10) Includes an aggregate of 266,347 shares which executive officers
included in the group could purchase under stock options exercisable
within 60 days and 4,196 shares granted under the Uwharrie Capital Corp
Stock Ownership Plan and Trust (the "ESOP").

Reports of Changes in Beneficial Ownership

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

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

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

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

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

Cynthia H. Beane Director 1996/2005 Cynthia H. Beane, CPA, Albemarle, NC (certified
(53) public accountant)

Kyle H. Josey Director 1999/2005 Owner, Josey & Josey Accountants, Albemarle, NC
(50) (accounting services)

B. Franklin Lee -- New Nominee Owner, Franklin Lee Farm, Norwood, NC (cotton,
(50) 2005 grain, and beef cattle)

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

Don M. Russell -- New Nominee President, Rusco Fixture Co., Inc., Oakboro, NC
(59) 2005 (manufacturer of wood fixtures for stores)

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

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

Incumbent Directors

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

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

Joe S. Brooks Director 1997/2003 Partner, Brothers Precision Tool Company, Albemarle,
(52) NC (tool and die shop)

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

Bill C. Burnside, D.D.S. (52) Director 1998/2004 Bill Burnside, D.D.S., Albemarle, NC
(dentistry)

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

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

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

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

John P. Murray, M.D. Director 1996/2004 Retired; previously, Physician and owner, Albemarle
(60) Ear, Nose and Throat, Albemarle, NC

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

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

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

Hugh E. Wallace Director 2001/2004 President, Anson Apparel Company, Wadesboro, NC
(66) (textile manufacturing); Treasurer, Anson Apparel III,
Wadesboro, NC (textile manufacturing)

Director Compensation

During 2001, each director received a fee of $200 for each Board of
Directors meeting attended and $100 for attendance at each meeting of a
committee.

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

Meetings and Committees of the Board of Directors

The Board of Directors of the Company held eight regular meetings and two
special meetings during 2001. Each current director attended 75% or more of the
aggregate number of meetings of the Board of Directors and of any committees on
which he or she served.

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

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

Nominating Committee. The current members of the Nominating Committee are
James F. Link - Chair, Bill C. Burnside, D.D.S., Joyce H. Little, and Douglas V.
Waddell. The Nominating Committee recommended the six nominees listed above to
the Board of Directors. The Nominating Committee met four times in 2001.
Recommendations of nominee candidates by shareholders for the 2003 Annual
Meeting should be submitted in writing to the Chief Executive Officer of the
Company by September 30, 2002, and should be accompanied by a statement of each
candidate's qualifications and willingness to serve as a director.

Report of the Examining Committee

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

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

Based on the review and discussions above, the Examining Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission.

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

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

This report is submitted by the 2001 Examining Committee: George T. Reaves
- - Chair, Joe S. Brooks, Bill C. Burnside, D.D.S., Gail C. Burris, Hugh E.
Wallace, Anita E. Blair, Bank of Stanly Board Representative, Eugene M. Ward,
Anson Bank & Trust Co. Board Representative, and Michael E. Snyder, The
Strategic Alliance Corporation Board Representative.

Executive Officers

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

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

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

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

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

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

Executive Compensation

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

SUMMARY COMPENSATION TABLE

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

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

Ronald B. Davis, President of the Company; President and Chief 2001 157,833 20,404 -0- 3,300
Executive Officer of the Bank of Stanly and Anson Bank & Trust Co. 2000 158,802 49,595 -0- 5,250
1999 135,163 38,268 72,000 3,010

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

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

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

(3) The number of shares covered by options increased as a result of a 3% stock
dividend declared in December 1996, a 5% stock dividend in 1997, a 2-for-1
stock split in 1998, and 3% stock dividends declared in November 1999,
2000, and 2001.

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

Stock Options

The following table contains information with respect to stock options
exercised during 2001 and held at December 31, 2001 by Roger L. Dick, Ronald B.
Davis and Christy D. Stoner.

AGGREGATED OPTION EXERCISES IN 2001
AND YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/01 (#) at 12/31/01 ($)(1)
----------------------- ------------------
Shares
Acquired on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --- --- ----------- ------------- ----------- -------------

Roger L. Dick 11,575 30,706 118,624 11,484 174,566 3,629
Ronald B. Davis 9,674 19,551 82,273 15,285 26,761 4,830
Christy D. Stoner -0- -0- 65,450 14,732 20,918 4,655

(1) Represents the aggregate fair market value at December 31, 2001 (based on a
trading price of $5.50 per share) of shares underlying unexercised options
held on that date, minus the aggregate exercise or purchase price of those
shares.

Employee Stock Ownership Plan

On January 1, 1999, the ESOP became effective. Under the ESOP, all
employees who have been employed by the Company or any of its direct or indirect
subsidiaries for one year and attained the age of 18 are eligible to
participate. Pursuant to the ESOP, 224,726 dividend adjusted shares were placed
in trust with Roger L. Dick, Ronald B. Davis, Christy D. Stoner, Lorelei V.
Misenheimer, Jacqueline S. Jernigan and Barbara S. Williams as trustees. In
2001, 65,000 shares were allocated to employees under the ESOP.

Transactions with Management

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

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS

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

The Company has paid Dixon Odom PLLC fees in connection with its assistance
in the Company's annual audit and review of the Company's financial statements.
Sometimes, the Company engages Dixon Odom PLLC to assist in other areas of
financial planning. The following table sets forth the fees paid to Dixon Odom
PLLC in various categories in 2001.

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

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

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

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION
---
OF THE APPOINTMENT OF DIXON ODOM PLLC AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR 2002.

OTHER MATTERS

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

PROPOSALS OF SHAREHOLDERS

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

REVOCABLE PROXY

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

APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS

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

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

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

Nominees:

Charles E. Allen
Cynthia H. Beane
Kyle H. Josey
B. Franklin Lee
Joyce H. Little
Don M. Russell

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

2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS:
Proposal to ratify the appointment of Dixon Odom PLLC as the Company's
independent accountants for 2002.

_____ FOR _____ AGAINST _____ ABSTAIN

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

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

Date:_______________________, 2002

______________________________________(SEAL)
(Signature)

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

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

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