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

AMERICAN COMMUNITY BANCSHARES, INC.
-------------------------------------------------------------------------
(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: ____________________________________________________

AMERICAN COMMUNITY BANCSHARES, INC.
2593 West Roosevelt Boulevard
Monroe, North Carolina 28110
(704) 225-8444

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

To Be Held

April 30, 2002

NOTICE is hereby given that the Annual Meeting of Shareholders of American
Community Bancshares, Inc. (the "Company") will be held as follows:

Place: American Community Bank
2593 West Roosevelt Boulevard
Monroe, North Carolina

Date: Tuesday, April 30, 2002

Time: 9:00 a.m.

The purposes of the meeting are:

1. To elect eleven members of the Board of Directors for one, two,
and three year terms.

2. To approve the American Community Bancshares, Inc. 2002
Nonstatutory Stock Option Plan.

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

4. To transact any other business that may properly come before
the meeting.

You are cordially invited to attend the meeting in person. However, even if you
expect to attend the meeting, you are requested to complete, sign and date the
enclosed appointment of proxy and return it 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

/s/ Randy P. Helton

Randy P. Helton
President and Chief Executive Officer

March 28, 2002

AMERICAN COMMUNITY BANCSHARES, INC.
2593 West Roosevelt Boulevard
Monroe, North Carolina 28110
(704) 225-8444

PROXY STATEMENT

Mailing Date: On or about March 28, 2002

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

To Be Held

April 30, 2002

General

This Proxy Statement is furnished in connection with the solicitation of the
enclosed appointment of proxy by the Board of Directors of American Community
Bancshares, Inc. (the "Company") for the 2002 Annual Meeting of Shareholders of
the Company (the "Annual Meeting") to be held at American Community Bank, 2593
West Roosevelt Boulevard, Monroe, North Carolina, at 9:00 a.m. on April 30,
2002, and any adjournments thereof.

Solicitation and Voting of Appointments of Proxy; Revocation

Persons named in the appointment of proxy as proxies to represent shareholders
at the Annual Meeting are William R. Adcock, Dan R. Ellis, Jr., and Theodore V.
("Vic") Howie, Jr. Shares represented by each appointment of proxy, which is
properly executed and returned and not revoked, will be voted in accordance with
the directions contained in the appointment of proxy. If no directions are
given, each such appointment of proxy will be voted FOR the election of each of
---
the eleven nominees for director named in Proposal 1 below and FOR Proposals 2
---
and 3. If, at or before the time of the Annual Meeting, any nominee named in
Proposal 1 has become unavailable for any reason, the proxies will have the
discretion to vote for a substitute nominee. On such other matters as may come
before the meeting, the proxies will be authorized to vote shares represented by
each appointment of proxy in accordance with their best judgment on such
matters. An appointment of proxy may be revoked by the shareholder giving it at
any time before it is exercised by filing with Dan R. Ellis, Jr., Secretary of
the Company, a written 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 and other proxy solicitation expenses. In addition to the use of the
mails, appointments of proxy may be

solicited in person or by telephone by the Company's officers, directors and
employees without additional compensation. The Company will reimburse banks,
brokers and other custodians, nominees and fiduciaries for their costs in
sending the proxy materials to the beneficial owners of the Company's common
stock.

Record Date

The close of business on March 15, 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 voting securities of the Company are the shares of its common stock, par
value $1.00 per share, of which 9,000,000 shares are authorized and preferred
stock, no par value, of which 1,000,000 shares are authorized. At December 31,
2001, there were 1,642,241 shares of common stock and no shares of preferred
stock outstanding. There are approximately 2,000 holders of record of the
Company's common stock.

Voting Procedures; Votes Required for Approval

Each shareholder is entitled to one vote for each share held of record on the
Record Date on each director to be elected and on each other matter submitted
for voting. In accordance with North Carolina law, shareholders will not be
entitled to vote cumulatively in the election of directors at the Annual
Meeting.

In the case of Proposal 1 below, the eleven directors receiving the greatest
number of votes shall be elected.

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

Authorization to Vote on Adjournment and Other Matters

By signing an appointment of proxy, shareholders will be authorizing the
proxyholders 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 proxies or to provide additional
information to shareholders. However, proxies 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.

Ownership of Voting Securities

As of December 31, 2001, no shareholder known to management owned more than 5%
of the Company's common stock.

As of December 31, 2001, the beneficial ownership of the Company's common stock,
by directors individually, and by directors and executive officers as a group,
was as follows:

NAME AND ADDRESS
OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP /(1)(2)/ CLASS /(3)/
---------------- ----------------------------- -----------

Robert D. Dinsmore, Jr. 200 0.01
Charlotte, NC

Frank L. Gentry 0(4) 0
Charlotte, NC

Thomas J. Hall 24,790 1.50
Charlotte, NC

Larry S. Helms 25,039(5) 1.51
Monroe, NC

Randy P. Helton 45,210(6) 2.70
Charlotte, NC

Kenneth W. Long 56,378(7) 3.37
Monroe, NC

L. Steven Phillips 35,716 2.15
Charlotte, NC

Alison J. Smith 12,740 0.77
Charlotte, NC

L. Carlton Tyson 32,102(8) 1.94
Monroe ,NC

David D. Whitley 20,292(9) 1.23
Monroe, NC

Gregory N. Wylie 44,270 2.67
Monroe, NC

All Directors and Executive 308,377 17.16
Officers as a Group (12
persons)

(1) Except as otherwise noted, to the best knowledge of the Company's
management, the above individuals and group exercise sole voting
and investment power with respect to all shares shown as
beneficially owned other than the following shares as

to which such powers are shared: Mr. Tyson - 2,400 shares and
Mr. Whitley-- 2,040 shares.

(2) Included in the beneficial ownership tabulations are the
following options to purchase shares of common stock of the
Company: Mr. Hall - 12,790 shares, Mr. Helms - 12,919 shares,
Mr. Helton - 33,248 shares, Mr. Long - 29,106 shares, Mr.
Phillips - 17,396 shares, Mr. Tyson - 13,942 shares, Mr.
Whitley - 10,470 shares, and Mr. Wylie - 15,350 shares, and an
aggregate of 154,461 shares for the group.

(3) The calculation of the percentage of class beneficially owned
by each individual and the group is based on the sum of (i)
1,642,241 shares of common stock outstanding as of December
31, 2001, and (ii) options exercisable within 60 days of
December 31, 2001 for the individual and the group.

(4) Appointed to board March 19, 2002

(5) Includes 120 shares owned by Mr. Helms' spouse.

(6) Includes 720 shares owned by Mr. Helton's spouse.

(7) Includes 240 shares owned by Mr. Long's spouse.

(8) Includes 2,160 shares held in trust by Mr. Tyson for his
children, 9,600 shares held by Mr. Tyson's company, and 4,000
shares held in a company profit sharing plan for his benefit.

(9) Includes 4,327 shares owned by Mr. Whitley's spouse.

Required Reports of Beneficial Ownership

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. All such ownership reports have been timely filed and the ownership
status of the Company's common stock by such individuals is currently up to
date.

PROPOSAL 1: ELECTION OF DIRECTORS
---------------------------------

The Company's Bylaws provide that its board shall consist of between seven and
twenty members. If there are more than nine members, the board shall be divided
into three classes in as equal a number as possible. Such classes shall be
elected to staggered three year terms. The Board of Directors has set the number
of directors of the Company at eleven and recommends that shareholders vote for
each of the directors listed below for the terms indicated below:

Position(s) Director Principal Occupation and Business
Name and Age Held Since(1) Experience During Past 5 Years
- ------------- ---- -------- ------------------------------

One Year Terms:
- ---------------

Robert D. Dinsmore, Jr. (2) Director 2001 Consultant International Tax, Mergers and Acquisitions;
(57) Retired partner KPMG, LLP.

Kenneth W. Long (2) Director 1998 Chief Executive Officer, Click Tactics, Inc., Duluth,
(53) GA (direct marketing services).

L. Carlton Tyson Director 1998 President, Tyson Group, Monroe, NC (real estate
(59) development).

Two Year Terms:
- ---------------

Frank L. Gentry (2)(3) Director 2002 Retired; former Executive Vice President of Corporate
(59) Strategy and Development, Bank of America, Charlotte,
NC, 1973-2000.

Alison J. Smith (2) Director 2000 President, Smith Capital, Inc., Charlotte, NC
(47) (financial advisory, investment banking).

David D. Whitley Director 1998 President, Whitley Mortgage Associates, Inc., Monroe,
(55) NC (mortgage broker).

Gregory N. Wylie Director, 1998 Chief Executive Officer, Metro Marketing, Inc.,
(47) Chairperson of Charlotte, NC (specialty food brokerage).
the Board of
American
Community Bank

Three Year Terms:
- -----------------

Thomas J. Hall Director 1998 President, Hall Group, Inc., Charlotte, NC (real
(54) estate holding company).

Larry S. Helms Chairperson of 1998 Owner, Larry S. Helms and Associates, Monroe, NC
(56) the Board of (insurance); Member, Union County Board of Commissioners
the Company Commissioners; Member, North Carolina Board of
Transportation.

Randy P. Helton Director, 1998 President and Chief Executive Officer of the Company
(46) President and and American Community Bank; former Vice President of
Chief the Private Banking Group, First Union National Bank,
Executive Charlotte, NC.
Officer

L. Steven Phillips Director 1998 Chief Executive Officer, Charlotte GreenCorp, Inc.,
(51) Charlotte, NC (landscape consultant).

(1) Includes service as director of American Community Bank (the
"Bank") if applicable prior to the creation of the Company.

(2) Messrs. Dinsmore, Gentry, Long and Ms. Smith do not serve on
the Bank's board.

(3) Appointed to board March 19, 2002.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
---
ELEVEN NOMINEES FOR DIRECTOR OF THE COMPANY FOR THE TERMS INDICATED.

In addition to the above-indicated directors, the following individuals serve as
directors of the Bank.

American
Community
Bank
Director Principal Occupation and
Name and Age Since Business Experience During Past Five Years
- ------------ ----- ------------------------------------------

Zebulon Morris, Jr. 1998 President, Morris Enterprises, Incorporated, Charlotte, NC (real
(63) estate holding company).

H. L. "Ben" Williams 1998 Private Investor; former Chief Executive Officer, Monroe Appearance
(56) Corporation, Monroe, NC.

Director Relationships

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

Meetings and Committees of the Board of Directors

The Company's Board of Directors held twelve regular and two special meetings in
2001. Except for Mr. Long, whose absences were due to his company's relocation
to another state, each director attended 75% or more of the aggregate board and
committee meetings of which they were a member.

The boards of the Company and the Bank have several standing committees
including a Compensation Committee, Nominating Committee, and Audit Committee.

Compensation Committee. The members of the Compensation Committee include
Larry S. Helms, Gregory W. Wylie, Thomas J. Hall, and Randy P. Helton
(non-voting member). The Compensation Committee reviews and approves all
salaries and benefits of Bank personnel. The Compensation Committee met twice in
2001.

Nominating Committee. The members of the Nominating Committee are
Thomas J. Hall, L. Steven Phillips, Alison J. Smith, David Whitley, and Gregory
N. Wylie. The Committee did not meet in 2001.

Report of the Audit Committee

The Audit Committee 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 subsidiary's internal audit programs.

During the course of its examination of the Company's audit process in 2001, the
Audit Committee reviewed and discussed the audited financial statements with
management. The Audit 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 Audit Committee received
from and discussed with Dixon Odom PLLC disclosures regarding their independence
required by the Independence Standards Board Standard No. 1, as amended.

Based on the review and discussions above, the Audit Committee recommended to
the board 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 SEC.

The Audit Committee has a written charter. The Audit Committee members are
"independent" as defined by the NASDAQ listing standards. The Company's common
stock is listed for trading on the NASDAQ SmallCap Market.

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

This report is submitted by the Audit Committee:

L. Steven Phillips, Chairman
H.L. "Ben" Williams, Secretary
Thomas J. Hall
Zebulon Morris, Jr.
Robert G. Dinsmore, Jr. (non-voting, advisory position)

Director Compensation

Board Fees. Through October 2001, directors received $300 for each
board meeting attended and $100 for each Committee meeting attended. Beginning
in November 2001, directors received $400 for each board meeting attended and
$200 for each Committee meeting attended.

1999 Nonstatutory Stock Option Plan for Directors. The shareholders of
the Bank at the 1999 Annual Meeting approved the 1999 Nonstatutory Stock Option
Plan for Directors (the "Nonstatutory Option Plan") pursuant to which options
covering 164,115 shares of the Bank's common stock were available for issuance
to members of the Board of Directors and the board of any subsidiary. In
connection with the reorganization of the Bank into the holding company form
which resulted in the creation of the Company, the Nonstatutory Option Plan was
adopted by the Company and options under such plan are now options of the
Company. On April 14, 1999, all options were granted under the Nonstatutory
Option Plan at the exercise price of $11.00 per share which was the fair market
value on the date of grant. The exercise price is currently $8.33 as a result of
a 20% stock dividend effected in the fourth quarter of 1999 and a 10% stock
dividend in 2002.

Executive Officers

Set forth below is certain information regarding the Company's executive
officers.

Position With
Name Age Company Business Experience
- ---- --- ------------- -------------------

Randy P. Helton 46 Director, President Former Vice President of the Private Banking
and Chief Executive Group, First Union National Bank, Charlotte,
Officer NC. Mr. Helton has 24 years of banking
experience.

Theodore V. "Vic" Howie, Jr. 40 Senior Vice Former Senior Vice President and Regional
President and Chief Executive, Bank of America, Charlotte, NC.
Operating Officer

Eric C. Loselle 40 Senior Vice Former Regional Managing Director of the Wealth
President and Chief Management Group, First Union (now Wachovia).
Credit Officer

Dan R. Ellis, Jr. 46 Chief Financial Certified Public Accountant; former Partner,
Officer and Senior AccuPointe, Inc., Monroe, NC; former Vice
Vice President President and Chief Financial Officer, Coresource,
Inc., Charlotte, NC; former Senior Auditor,
McGladrey Pullen, Charlotte, NC.

Set forth below is certain information regarding the Bank's executive officers.

Position With
Name Age Bank Business Experience
- ---- --- ------------- -------------------

W. R. "Randy" Adcock 45 Senior Vice Former Vice President and Commercial Loan
President and Officer, Bank of Union (now First Charter Bank),
Monroe City Monroe, NC. Mr. Adcock has 24 years of banking
Executive experience.

Position With
Name Age Company Business Experience
- ---- --- ------------- -------------------

Steven L. Barnes 47 Senior Vice Former Vice President and Loan Officer, First
President and Charter Bank, Indian Trail, NC. Mr. Barnes has
Indian Trail City 20 years of banking experience.
Executive

Richard M. Cochrane 49 Senior Vice Former Commercial Loan Officer, SouthTrust Bank
President and of North Carolina, N.A., Mint Hill, NC. Mr.
Matthews/Mint Hill Cochrane has 23 years of banking experience.
City Executive

Jeff N. Coley 42 Senior Vice Former Branch Manager BB&T, Marshville, NC.
President and Mr. Coley has 23 years of banking experience.
Marshville City
Executive

Dwight Henry 64 Senior Vice Former Commercial Loan Officer, First Charter
President and Bank, Oakdale, NC. Mr. Henry has 29 years of
Mountain Island banking experience.
City Executive

Charles I. Ledford 55 Senior Vice Former President of Park Leasing Company, a
President division of Park Meridian Bank; Executive Vice
President of Park Meridian Bank, Charlotte, NC;
Former Director of Leasing of First Charlotte
Bank. Mr. Ledford has 31 years of leasing and
banking experience.

Mary Margaret Nance 50 Senior Vice Former Compliance and Loan Review Officer, Bank
President and of Union (now First Charter Bank), Monroe, NC.
Operations Officer Ms. Nance has 20 years of banking experience.

Executive Compensation. The Bank has entered into an employment
agreement with Randy P. Helton, President and Chief Executive Officer (dated
April 15, 1998), to establish his duties and compensation and to provide for
his continued employment with the Bank. The employment agreement provides for
an initial term of employment of five years. The employment agreement provides
for an annual base salary to be reviewed by the Board of Directors not less
often than annually. In addition, the employment agreement provides for
discretionary bonuses, participation in other pension and profit-sharing
retirement plans maintained by the Bank on behalf of its employees, as well as
fringe benefits normally associated with the officer's office or made available
to all other employees. The employment agreement provides that the officer may
be terminated for cause, as defined in the employment agreement, by the Bank,
and otherwise be terminated by the Bank (subject to vested rights) or by the
officer. The employment agreement provides that in the event of a "termination
event" following a change in control of the Bank (i) the employee shall be able
to terminate the agreement and receive 299% of his base amount of compensation
and (ii) the term of the agreement shall be not less than 36 months from the
employee's notice of termination of the agreement. A "termination event" will
occur if (i) the employee is assigned any duties or

responsibilities that are inconsistent with his position, duties,
responsibilities or status at the time of the change in control or with his
reporting responsibilities or title with the Bank in effect at the time of the
change in control; (ii) the employee's annual base salary rate is reduced below
the annual amount in effect as of the change in control; (iii) the employee's
life insurance, medical or hospitalization insurance, disability insurance,
disability insurance, stock option plans, stock purchase plans, deferred
compensation plans, management retention plans, retirement plans or similar
plans or benefits being provided by the Bank to the employee as of the date of
the change in control are reduced in their level, scope or coverage, or any such
insurance, plans or benefits are eliminated, unless such reduction or
elimination applies proportionately to all salaried employees of the Bank who
participated in such benefits prior to the change in control; or (iv) the
employee is transferred to a location outside of Monroe, North Carolina without
the employee's express written consent. A change in control of the Bank will
occur if (i) any individual or entity, directly or indirectly, acquires
beneficial ownership of voting securities or acquires irrevocable proxies or any
combination of voting securities and irrevocable proxies, representing 25% or
more of any class of voting securities or the Bank, or acquires control in any
manner of the election of a majority of the directors of the Bank; (ii) the Bank
is consolidated or merged with or into another corporation, association or
entity where the Bank is not the surviving corporation; or (iii) all or
substantially all of the assets of the Bank are sold or otherwise transferred to
or are acquired by any other corporation, association or other person, entity or
group.

The following table shows the cash and certain other compensation paid to or
received or deferred by Randy P. Helton for services in all capacities during
2001, 2000, and 1999. No other current executive officer of the Bank received
compensation for 2001 which exceeded $100,000. Mr. Helton does not receive any
additional compensation as President and Chief Executive Officer of the Company.

SUMMARY COMPENSATION TABLE

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

Randy P. Helton, President and 2001 $165,000 $35,000 -0- -0- $5,355
Chief Executive Officer of the 2000 $150,000 -0- -0- -0- $3,947
Company and the Bank 1999 $116,000 -0- -0- 65,684 $2,146

(1) Perquisites and other personal benefits paid to Mr. Helton did not
exceed 10% of his total salary paid in 2001, 2000, or 1999.

(2) Includes life insurance premiums and Bank contributions to 401(k)
Plan.

Stock Options

The following table sets forth information with regard to stock options granted
under the Company's 2001 Incentive Stock Option Plan and the Bank's 1999
Incentive Stock Option Plan which, upon the organization of the Company, was
adopted as the 1999 Incentive Stock Option Plan of the Company. No options were
granted to Mr. Helton during the fiscal year ended December 31, 2001.

Aggregated Option Exercises in Fiscal Year 2001
And Fiscal Year End Option Values

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at December 31, Options at December 31,
Acquired 2001 2001/(1)
on Value ------------------------------ ------------------------------
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- --------
------------------------------ ------------------------------

Randy P. Helton -0- -0- 31,307 / 32,400 -0- / -0-

(1) The Company's stock price on December 31, 2001 was $9.05 per share.

401(k) Savings Plan

In 1999, the Bank adopted a tax-qualified plan (the "Savings Plan") which covers
all current and full-time employees and any new full-time employees who have
been employed for twelve months and who have attained the age of twenty-one.
Under the Savings Plan, a participating employee may contribute up to 20% of his
or her base salary (up to the maximum allowed by law) on a tax-deferred basis
through salary reduction as permitted under the Section 401(k) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Bank is permitted to make
contributions equal to 50% of the employees' contributions up to a maximum of 3%
of employee contributions. The employer contributions vest completely after six
years of service. The Bank may make additional discretionary contributions that
also vest completely after six years of service with the Bank. The value of a
participant's accounts under the Savings Plan becomes payable to him or her
according to the vesting schedule upon retirement, total or permanent disability
or termination of employment for any other reason, or becomes payable to a
designated beneficiary upon a participant's death. The Savings Plan also
contains provisions for withdrawals in the event of certain hardships. A
participant's contributions, matching contributions and discretionary
contributions of the Bank, and any income accrued on such contributions, are not
subject to federal or state taxes until such time as the participant withdraws
them.

Indebtedness of and Transactions with Management

The Company has had, and expects to have in the future, banking transactions in
the ordinary course of business with certain of its current directors, nominees
for director, executive officers and their associates. 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 such
loans

were made for comparable transactions with other persons, and do not involve
more than the normal risk of collectibility or present other unfavorable
features.

L. Carlton Tyson's realty company, L.C. Tyson Construction, Inc., constructed
the Company's headquarters building in Monroe, North Carolina on property owned
by Mr. Tyson. The first floor is leased to the Bank from TyPar Realty, Inc. for
30 years (11,250 square feet) at a rental of $19,237 per month, subject to 7%
increases every five years. The Bank obtained an independent third party
appraisal of the lease and believes its terms are fair and reasonable. The Bank
also leases from TyPar Realty, Inc. 3,494 square feet on the second floor of the
headquarters building for an initial term of 5 years at a rental of $5,206 per
month. The lease includes two five-year extension options subject to 14%
increases upon exercise of each option. The Bank believes the terms of this
lease are fair and reasonable. Also, as low bidder in a sealed bid process, L.C.
Tyson Construction, Inc. was awarded the construction contract for the Bank's
permanent buildings in Marshville and Mountain Island. The Marshville building
was completed in 2001 and the Mountain Island building is expected to be
completed in the second quarter of 2002.

All such transactions have been negotiated on an arms-length basis at terms no
more favorable than would otherwise be obtained from an independent third party.

PROPOSAL 2: APPROVAL OF 2002 NONSTATUTORY STOCK OPTION PLAN
-----------------------------------------------------------

During March 2002, the board approved the American Community Bancshares, Inc.
2002 Nonstatutory Stock Option Plan (the "Nonstatutory Option Plan") which
provides for the issuance of options to purchase shares of the Company's common
stock ("Nonstatutory Options") to non-employee directors of the Company and its
subsidiaries (the "Optionees"). The purpose of the Nonstatutory Option Plan
generally is to assist the Company in attracting and retaining capable directors
to serve on the board that will enhance the Company's financial performance and
shareholder value. The board's approval of the Nonstatutory Option Plan is
subject to approval by the Company's shareholders.

The Nonstatutory Option Plan will be administered by the board and generally
provides for the issuance and sale of an aggregate of 25,000 shares of the
Company's common stock (subject to adjustment as described below) upon the
exercise of Nonstatutory Options. The board is authorized to determine the
persons to whom and numbers of shares for which Nonstatutory Options will be
granted, to interpret and construe the terms and provisions of the Nonstatutory
Option Plan and to make rules and other determinations relating to and
reasonable or advisable in administering the Nonstatutory Option Plan.

The price per share (the "Exercise Price") of common stock covered by each
Nonstatutory Option granted shall be set by the board at the time the
Nonstatutory Option is granted, but shall not be less than 100% of the fair
market value (as determined by the board) of a share of common stock at the time
the Nonstatutory Option is granted (or 110% in the case of an Nonstatutory
Option granted to an Optionee who owns more than 10% of the voting power of the
Company's common stock). The fair market value of a share of common stock at the
date of grant shall be determined according to

the Nonstatutory Option Plan in the following manner: (1) if on the date of
grant the common stock of the Company is traded on a securities exchange, the
fair market value will be equal to the mean of the closing sales price as
reported on each of the five trading days immediately preceding the date of
grant, provided that if a closing sales price is not reported for each of the
five trading days immediately preceding the date of grant, the fair market value
shall be equal to the mean of the closing sales prices on those trading days for
which such price is available; (2) if the common stock of the Company is not
listed on any exchange or no closing sales prices are reported on an exchange,
but quotations for the common stock are regularly listed on the NASDAQ or
another comparable system, the fair market value shall be equal to the mean of
the average of the closing bid and asked prices as quoted on such system for
each of the five trading days preceding the date of grant, provided that if
closing bid and asked prices are not available for each of the five trading
days, the fair market value shall be equal to the mean of the average of the
closing bid and asked prices on those trading days during the five-day period
for which such prices are available; or (3) if the common stock is not quoted on
NASDAQ or another comparable system, or no such quotations are available on
NASDAQ, the fair market value shall be the average of the closing bid and asked
prices furnished by a professional securities dealer making a market in the
shares of common stock, as selected by the board, for the trading date first
preceding the date of grant. If the board determines that the price as
determined above does not represent the fair market value of the shares of
common stock on the date of grant, the board may then consider such other
factors as it deems appropriate in determining the fair market value.

Each Nonstatutory Option will become exercisable as specified by the board at
the time of grant and will expire and may not thereafter be exercised after the
earlier of: (i) the expiration date set by the board at the time of grant (which
in any event may be no more than five years in the case of a Nonstatutory Option
granted to an Optionee who owns more than 10% of the voting power of the
Company's common stock or, in the case of all other Optionees, no more than 10
years after the date of grant); (ii) the date the Optionee should leave the
board other than due to retirement, death, disability, or following a "change in
control"; (iii) at such time as the board may determine and specified in the
option agreement upon termination of the Optionee's service on the board as a
result of retirement, disability, or following a "change in control"; (iv) 12
months following termination of the Optionee's service on the board as a result
of his or her death while serving on the board, or after Optionee's termination
as a result of Optionee's retirement, disability or following a "change in
control"; but in any event, no later than the end of the option period provided
in the Optionee's option agreement. Nonstatutory Options will vest on a three
(3) year schedule of 33 1/3% commencing on the first anniversary of the date of
grant.

No monetary consideration will be received by the Company upon the grant of a
Nonstatutory Option. In order to exercise an Nonstatutory Option, the Optionee
must give the Company written notice of exercise and pay the aggregate exercise
price for shares being purchased. Such payment may be made in cash or in shares
of the common stock of the Company. Optionees will have no rights as
shareholders of the Company with respect to any shares covered by Nonstatutory
Options granted to them until those Nonstatutory Options have been exercised and
the exercise price of such shares has been paid to the Company. The market value
of the 25,000 shares of common stock reserved for issuance under the
Nonstatutory Option Plan, had they been outstanding on December 31, 2001 would
have been $226,250.

In the event of increases, decreases or changes in the Company's outstanding
common stock resulting from a stock dividend, recapitalization,
reclassification, stock split, combination or similar event, or resulting from
an exchange of shares or merger or other reorganization in which the Company is
the surviving entity, then the board shall make equitable proportionate
adjustments in the aggregate number and kind of shares under the Nonstatutory
Option Plan, the number and kind of shares covered by each then outstanding
Nonstatutory Option, and in the Exercise Price of each unexercised Nonstatutory
Option. Unless amended by the board, the standard Nonstatutory Option Agreement
(the "Agreement") shall be binding upon any successor to the Company. However,
except upon a "change in control" (as defined in the Agreement), the
Nonstatutory Option Plan and any options granted thereunder shall terminate upon
the effective date of the Company's dissolution or liquidation.

The board may, from time to time, amend, modify, suspend, terminate or
discontinue the Nonstatutory Option Plan without notice. However, no such action
will adversely affect any Optionee's rights under any then outstanding
Nonstatutory Option without such Optionee's prior written consent. Any
modification or amendment of the Nonstatutory Option Plan that (a) increases the
aggregate number of shares of common stock covered by the Nonstatutory Option
Plan, (b) changes the provisions of the Nonstatutory Option Plan with respect to
the determination of persons to whom Nonstatutory Options may be granted, or (c)
otherwise materially increases the benefits accruing to Optionee's under the
Nonstatutory Option Plan, shall be subject to the approval of Company's
shareholders. Consistent with the terms of the Nonstatutory Option Plan, the
board may modify any outstanding Nonstatutory Option pursuant to a written
agreement with the Optionee.

No options will be granted under the Nonstatutory Option Plan until approval of
the Nonstatutory Option Plan by the Company's shareholders.

A copy of the Nonstatutory Option Plan is on file and may be inspected by any
shareholder at the Company's office in Monroe, North Carolina, and a copy will
be available for inspection by any shareholder at the Annual Meeting.
Additionally, any shareholder wishing to receive a copy of the Nonstatutory
Option Plan free of charge should contact Dan R. Ellis, Jr., Secretary of the
Company, at P.O. Box 5035, Monroe, North Carolina 28111.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2
---
APPROVING THE AMERICAN COMMUNITY BANCSHARES, INC. 2002 NONSTATUTORY STOCK OPTION
PLAN.

PROPOSAL 3: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------------------------

The Board of Directors has appointed the firm of Dixon Odom PLLC, Certified
Public Accountants, as the Company's independent public accountants for 2002. 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 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: $ 26,250

Financial Information System Design and Implementation Fees: --

All Other Fees: 25,500
----------

Total Fees Paid: $ 51,750
==========

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF
---
DIXON ODOM PLLC AS THE COMPANY'S INDEPENDENT PUBLIC 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 come before the meeting, the
proxies will be authorized to vote shares represented by each appointment of
proxy in accordance with their best judgment on such matters.

PROPOSALS FOR 2003 ANNUAL MEETING
---------------------------------

It is anticipated that the 2003 Annual Meeting will be held on a date during
April 2003. Any proposal of a shareholder which is intended to be presented at
the 2003 Annual Meeting must be received by the Company at its main office in
Monroe, North Carolina no later than November 15, 2002, in order that any such
proposal be timely received for inclusion in the proxy statement and appointment
of proxy to be issued 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

AMERICAN COMMUNITY BANCSHARES, INC.
2593 West Roosevelt Boulevard
Monroe, North Carolina 28110

APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS

The undersigned hereby appoints William R. Adcock, Dan R. Ellis, Jr., and
Theodore V. "Vic" Howie, Jr. (the "Proxies"), or any of them, as attorneys and
proxies, with full power of substitution, to vote all shares of the common stock
of American Community Bancshares, Inc. (the "Company") held of record by the
undersigned on March 15, 2002, at the Annual Meeting of Shareholders of the
Company to be held at American Community Bank, 2593 West Roosevelt Boulevard,
Monroe, North Carolina, at 9:00 a.m. on April 30, 2002, and at any adjournments
thereof. The undersigned hereby directs that the shares represented by this
Appointment of Proxy be voted as follows on the proposals listed below:

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

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

Nominees:

One Year Terms: Two Year Terms: Three Year Terms:
--------------- --------------- -----------------
Robert D. Dinsmore, Jr. Frank L. Gentry Thomas J. Hall
Kenneth W. Long Alison J. Smith Larry S. Helms
L. Carlton Tyson David D. Whitley Randy P. Helton
Gregory N. Wylie L. Steven Phillips

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

_____________________________________________________________________

2. APPROVAL OF NONSTATUTORY STOCK OPTION PLAN. Proposal to approve the
Company's 2002 Nonstatutory Stock Option Plan.

____ FOR ____ AGAINST ____ ABSTAIN

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

____ FOR ____ AGAINST ____ ABSTAIN

4. OTHER BUSINESS: On such other matters as may properly come before the
Annual Meeting, the proxies are authorized to vote the shares represented by
this Appointment of Proxy in accordance with their best judgment.

PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE AND
RETURN TO AMERICAN COMMUNITY BANCSHARES, INC.

THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS
DIRECTED ABOVE. IN THE ABSENCE OF ANY DIRECTION, SUCH SHARES WILL BE VOTED FOR
THE ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1 BY CASTING AN EQUAL
NUMBER OF VOTES FOR EACH

SUCH NOMINEE, AND FOR PROPOSALS 2 AND 3. IF, AT OR BEFORE THE TIME OF THE
MEETING, ANY NOMINEE LISTED IN PROPOSAL 1 HAS BECOME UNAVAILABLE FOR ANY REASON,
THE PROXIES ARE AUTHORIZED TO VOTE FOR A SUBSTITUTE NOMINEE. THIS APPOINTMENT OF
PROXY MAY BE REVOKED BY THE HOLDER OF THE SHARES TO WHICH IT RELATES AT ANY TIME
BEFORE IT IS EXERCISED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN
INSTRUMENT REVOKING IT OR 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.

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.

IMPORTANT: TO INSURE THAT A QUORUM IS PRESENT, PLEASE SEND IN YOUR APPOINTMENT
OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. EVEN IF YOU SEND
IN YOUR APPOINTMENT OF PROXY YOU WILL BE ABLE TO VOTE IN PERSON AT THE MEETING
IF YOU SO DESIRE.

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